17 CFR 230.174 : Delivery of prospectus by dealers; exemptions under section 4(3) of the Act.

The obligations of a dealer (including an no longer as an in respect of the involved in such transactions) to deliver a in transactions in a as to which a registration statement has been filed taking place prior to the expiration of the 40- or 90-day period specified in section 4(3) of the after the effective date of such registration statement or prior to the expiration of such period after the first date upon which the was offered to the public by the or by or through an after such effective date, whichever is later, shall be subject to the following provisions:

(a) No need be delivered if the registration statement is on Form F-6 ( § 239.36 of this chapter).

(b) No need be delivered if the is subject, immediately prior to the time of filing the registration statement, to the reporting requirements of section 13 or 15(d) of the Securities of 1934.

(c) Where a registration statement relates to offerings to be made from time to time no need be delivered after the expiration of the initial delivery period specified in section 4(3) of the following the first offering of securities under such registration statement.

(d) If (1) the registration statement relates to the of an that is not subject, immediately prior to the time of filing the registration statement, to the reporting requirements of section 13 or 15(d) of the Securities of 1934, and (2) as of the offering date, the is listed on a registered national securities exchange or authorized for inclusion in an electronic inter-dealer quotation system sponsored and governed by the rules of a registered securities , no need be delivered after the expiration of twenty-five calendar days after the offering date. For purposes of this provision, the term offering date refers to the later of the effective date of the registration statement or the first date on which the was offered to the public.

(e) Notwithstanding the foregoing, the period during which a must be delivered by a dealer shall be:

(1) As specified in section 4(3) of the if the registration statement was the subject of a stop order issued under section 8 of the ; or

(2) As the may provide upon application or on its own motion in a particular case.

(f) Nothing in this section shall affect the obligation to deliver a pursuant to the provisions of section 5 of the by a dealer who is as an with respect to the securities involved or who is engaged in a transaction as to securities constituting the whole or a part of an unsold allotment to or subscription by such dealer as a participant in the of such securities by the or by or through an .

(g) If the registration statement relates to an offering of securities of a “blank check company,” as defined in Rule 419 under the ( 17 CFR 230.419), the statutory period for delivery specified in section 4(3) of the shall not terminate until 90 days after the date funds and securities are released from the escrow or trust account pursuant to Rule 419 under the .

(h) Any obligation pursuant to Section 4(3) of the and this section to deliver a , other than pursuant to paragraph (g) of this section, may be satisfied by compliance with the provisions of Rule 172 (§ 230.172).