Shelf Registration S3

Draft SEC Form S-3 Shelf Registrations in Minutes

14 minutes with CaseMark

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14 minutes with CaseMark

What you'll need

Annual and Quarterly SEC Filings
Corporate Governance Documents
Capital Structure Schedules

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Shelf Registration S-3 skill automates the drafting of SEC Form S-3 shelf registration statements for eligible U.S. public companies. It verifies issuer eligibility across all qualifying pathways, structures every required disclosure section, and assembles exhibits with proper incorporation by reference — transforming a complex, multi-week drafting process into a streamlined workflow.

Drafting a Form S-3 shelf registration statement is one of the most document-intensive tasks in capital markets practice. Attorneys must manually verify eligibility across multiple regulatory pathways, cross-reference years of SEC filings, structure dozens of disclosure sections, and assemble extensive exhibits — a process that typically spans weeks and involves significant risk of structural omissions.

CaseMark automates the heavy lifting of S-3 preparation by ingesting your corporate documents, SEC filings, and capital structure data to produce a fully structured registration statement draft. The AI verifies eligibility, generates all required disclosure sections, calculates filing fees, and maps incorporation by reference — giving your team a comprehensive starting point that dramatically compresses the drafting timeline.

How it works

1. Upload corporate documents, recent SEC filings, capital structure data, and offering parameters
2. AI verifies S-3 eligibility across all qualifying pathways and analyzes your securities
3. Review the fully structured registration statement with all required disclosure sections
4. Export the complete Form S-3 draft in your preferred format (DOCX, PDF)

What you get

Eligibility Verification Analysis
Cover Page with Fee Calculation
Prospectus with All Disclosure Sections
Risk Factors Framework
Plan of Distribution
Exhibits and Incorporation by Reference Schedule

What it handles

Automated issuer eligibility verification across Public Float, Investment Grade, and WKSI pathways
Complete cover page generation with fee calculations under Rule 457(o)
Structured prospectus drafting with all required disclosure sections
Capital structure analysis and security class identification
Exhibit assembly and cross-referencing with prior SEC filings
Incorporation by reference mapping to existing 10-K, 10-Q, and 8-K filings

Required documents

Annual and Quarterly SEC Filings
Most recent 10-K and subsequent 10-Q and 8-K filings used for eligibility verification and incorporation by reference
.pdf, .docx, .htm
Corporate Governance Documents
Charter, bylaws, and board resolutions authorizing the shelf registration filing
.pdf, .docx
Capital Structure Schedules
Outstanding shares by class, debt instruments, credit agreements, and warrant/option schedules
.pdf, .docx, .xlsx

Supporting documents

Prior Registration Statements
Previously filed registration statements for cross-referencing and consistency review
.pdf, .docx, .htm
Public Float Calculation Worksheet
Aggregate market value calculation of voting and non-voting common equity held by non-affiliates
.pdf, .docx, .xlsx
Underwriting or Distribution Agreements
Draft or executed agreements with underwriters or agents for plan of distribution section
.pdf, .docx

Why teams use it

Eliminate hours of manual eligibility analysis with automated verification across Public Float, Investment Grade, and WKSI pathways

Generate structurally complete registration statements with all required SEC disclosure sections from the start

Reduce drafting cycles by producing a comprehensive first draft that captures capital structure, risk factors, and distribution plans

Ensure consistency and completeness with automated cross-referencing to prior SEC filings and exhibits

Questions

How does CaseMark verify S-3 eligibility?

CaseMark analyzes your public float, reporting history, and securities data against all three qualifying pathways — Public Float (I.B.1), Investment Grade (I.B.2), and WKSI. It flags any deficiencies and identifies the strongest eligibility basis for your filing.

Can it handle WKSI automatic shelf registrations?

Yes. CaseMark identifies when a registrant qualifies as a Well-Known Seasoned Issuer and structures the filing accordingly, including the WKSI checkbox, automatic effectiveness provisions under Rule 462(e), and pay-as-you-go fee calculation options.

Does the output include the fee calculation?

CaseMark generates the fee table using the current SEC rate under Rule 457(o), calculating fees based on the maximum aggregate offering price you specify. You should verify the current fee rate at the time of filing.

How does CaseMark handle incorporation by reference?

CaseMark maps your uploaded SEC filings — 10-Ks, 10-Qs, 8-Ks, and prior registration statements — and generates a complete incorporation by reference section with proper citations, ensuring all material information is properly cross-referenced.

What types of securities can be registered?

CaseMark supports drafting for all security types eligible for Form S-3 shelf registration, including common stock, preferred stock, debt securities, warrants, depositary shares, and units. Each security class receives its own properly titled disclosure section.

Does this replace outside securities counsel?

No. CaseMark accelerates the drafting process and ensures structural completeness, but SEC registration statements require review by qualified securities counsel. The AI-generated draft serves as a comprehensive starting point that significantly reduces preparation time.