Form 253G3 Filings

What Is SEC Form 253G3?

SEC Form 253G3 is an EDGAR submission type used under Regulation A and Rule 253(g)(3) of the Securities Act framework. It is used to file an offering circular that contains both information previously omitted in reliance on Rule 253(b), such as final pricing-related information, and substantive changes or additions to the information in the previously filed offering circular.

Unlike the initial Form 1-A offering statement, Form 253G3 is associated with an offering circular filed after qualification when the disclosure falls within both Rule 253(g)(1) and Rule 253(g)(2). This allows investors to receive updated offering information reflecting final terms as well as other substantive changes.

Form 253G3 supports transparency by ensuring that material post-qualification offering information is publicly filed and available to investors. It can include updated pricing, offering terms, substantive disclosure changes, or other information required by the applicable Rule 253(g)(3) framework.

Key elements typically found in SEC Form 253G3 include:

• Name of the issuer and Regulation A offering file number
• Identification that the offering circular is filed pursuant to Rule 253(g)(3)
• Final pricing or other information previously omitted under Rule 253(b), where applicable
• Substantive changes or additions to the previously filed offering circular
• Updated offering terms, securities information, or use of proceeds, as applicable
• Updated risk, business, financial, or other disclosure where required
• References to the qualified Form 1-A offering statement

Form 253G3 can be compared with Form 253G2. Form 253G2 generally corresponds to Rule 253(g)(2), covering substantive changes or additions that are not also pricing-related information described in Rule 253(g)(1), while 253G3 applies when both categories are present.

SEC Form 253G3 Filing Deadlines

SEC Form 253G3 does not follow periodic reporting deadlines like 10-K or 10-Q. Instead, Rule 253(g)(3) requires the applicable offering circular to be filed no later than two business days following the earlier of the determination of the offering price or its first use after qualification in connection with a public offering or sale.

The filing deadline is therefore tied directly to post-qualification offering activity rather than to an annual, quarterly, or general “promptly after a material change” standard.

Key Things to Know About Form 253G3 Filing Rules

• Used After Qualification: Form 253G3 is associated with an offering circular filed after the underlying Regulation A offering statement has been qualified.
• Combines Two Rule 253(g) Categories: It applies when the offering circular contains both information described in Rule 253(g)(1) and substantive changes or additions covered by Rule 253(g)(2).
• Two-Business-Day Filing Requirement: The filing is generally due no later than two business days after the earlier of pricing determination or first use of the offering circular after qualification.
• Not a Generic Post-Qualification Amendment: Form 253G3 should be distinguished from amendments to the Form 1-A offering statement. It is specifically an offering-circular filing under Rule 253(g)(3).
• Part of the Regulation A Offering Process: Form 253G3 works alongside Form 1-A and other 253G submission types to keep offering disclosure current as a qualified Regulation A transaction proceeds.

Researchers following these filings can review Recent Regulation A Offerings to connect Form 253G3 submissions with the underlying offering statement and broader Regulation A capital-raising activity.