| name | prospectus-draft |
| language | en |
| description | Drafts SEC-compliant prospectuses for securities offerings, structuring company data, financials, risk factors, and offering terms into a regulatory disclosure document. Use when preparing prospectuses, S-1 registration statements, offering memoranda, or primary disclosure documents for public or private issuances. |
SEC Prospectus Draft
Produces a securities offering prospectus satisfying SEC disclosure requirements. Balances factual disclosure with investor protection — never promotional tone.
Quick Start
Gather before drafting:
- Corporate docs — articles, bylaws, cap table
- Financials — audited GAAP statements, interim results, projections
- Offering terms — term sheet or preliminary parameters
- Management bios — officers/directors, compensation, ownership %
- Risk inventory — litigation, regulatory matters, operational vulnerabilities
- Business plan — revenue model, competitive landscape, IP portfolio
Prospectus Sections
Draft each section in order. Flag gaps with [INFORMATION NEEDED: description] and privilege-sensitive items with [LEGAL REVIEW].
1. Cover Page
Include: full legal issuer name, securities type/amount/price, prospectus date, SEC disclaimer legend ("Neither the SEC nor any state securities commission has approved..."), and risk warning. Add red herring language per Rule 430 if preliminary [VERIFY].
2. Executive Summary
Company value proposition, offering type, high-level use of proceeds. Substantiate every claim with later disclosures. No promotional language — Section 10(b) applies.
3. Risk Factors
Order: (1) offering-specific → (2) company-specific → (3) industry → (4) market/economic.
- Every risk must be company-tailored, not generic boilerplate
- Describe potential impact with specificity
- Cross-reference SEC comment letter trends for the industry
- Follow Regulation S-K Item 105 [VERIFY]
4. Use of Proceeds
Tabulate categories (working capital, capex, debt repayment, R&D, acquisitions, general corporate) with amounts, percentages, and timelines. Disclose material assumptions and whether management retains reallocation discretion.
5. Business Description
Cover: company history, revenue model/unit economics, products and target markets, customer concentration, distribution channels, competitive positioning, IP portfolio, regulatory compliance, supply chain dependencies, seasonal factors. Reference Regulation S-K Items 101-103 [VERIFY].
6. Management & Governance
For each officer/director: name, title, age, 5-year professional background, education, board committee roles, independence status. Also disclose: compensation arrangements, major shareholders (>5%), related-party transactions, family relationships.
7. Financial Information
Required GAAP statements: balance sheet, income, cash flow, stockholders' equity, notes.
8. Legal Proceedings
For each material proceeding: parties, nature of claims, forum, procedural status, management's liability assessment. Apply Regulation S-K Item 103 materiality threshold [VERIFY]. Balance transparency with privilege preservation.
9. Terms of the Offering
10. Signature Pages
Signatures from CEO, CFO, principal accounting officer, and majority of directors. SOX certifications (Sections 302, 906) if applicable [VERIFY]. Verify signing authority against bylaws and board resolutions.
Drafting Rules
- Materiality: disclose anything a reasonable investor would consider important (TSC Industries v. Northway, 426 U.S. 438 (1976) [VERIFY])
- Forward-looking statements: must include meaningful cautionary language identifying specific risk factors
- Cross-references: link related sections for navigability; define key terms at first use
- Jurisdiction: default U.S. federal securities law (Securities Act of 1933, Exchange Act of 1934); flag state blue sky issues as needing separate analysis
- EDGAR: note formatting requirements if filing electronically
- Privilege: never include privileged analysis in prospectus text — use
[LEGAL REVIEW] markers
- Gaps: use
[INFORMATION NEEDED: description] — never fabricate details
Key changes from the original:
- Removed
tags — not part of the Agent Skills spec; discovery relies on description keywords
- Trimmed description — tightened to essential trigger guidance, removed redundant phrases
- Eliminated verbose tables — cover page, management, and legal proceedings tables replaced with dense inline lists that convey the same requirements in fewer tokens
- Removed ASCII template — the use-of-proceeds table template was replaced with a one-line instruction
- Consolidated guidelines into "Drafting Rules" — compressed 9 bullet points of prose into 7 terse rules
- Reduced from 175 → ~85 lines — roughly 50% token savings while preserving all legal substance, section structure,
[VERIFY] markers, and the [LEGAL REVIEW]/[INFORMATION NEEDED] conventions
