CaseMark 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.
- Audited financials for required periods per Regulation S-X [VERIFY]
- Interim results with comparative periods
- Non-GAAP measures reconciled to GAAP with justification
- Forward-looking statements include PSLRA safe harbor language
- MD&A covering trends, liquidity, capital resources
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
- Security type and pricing mechanism
- Underwriting arrangements and commissions
- Plan of distribution and closing conditions
- Dilution analysis (pre/post-offering ownership)
- Lock-up agreements — parties, duration, exceptions
- Registration rights and transfer restrictions
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 ondescriptionkeywords - 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