---

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:

1. Corporate docs — articles, bylaws, cap table
2. Financials — audited GAAP statements, interim results, projections
3. Offering terms — term sheet or preliminary parameters
4. Management bios — officers/directors, compensation, ownership %
5. Risk inventory — litigation, regulatory matters, operational vulnerabilities
6. 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 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