---
kind: "section"
citation: "17 C.F.R. § 230.425"
title: "17"
number: "230.425"
heading: "Filing of certain prospectuses and communications under § 230.135 in connection with business combination transactions."
url: "https://uscodex.org/cfr/17/230.425"
---

# §230.425. Filing of certain prospectuses and communications under § 230.135 in connection with business combination transactions.

- (a) All written communications made in reliance on [§ 230.165](/cfr/17/230.165.md) are prospectuses that must be filed with the Commission under this section on the date of first use.
- (b) All written communications that contain no more information than that specified in [§ 230.135](/cfr/17/230.135.md) must be filed with the Commission on or before the date of first use except as provided in [paragraph (d)(1)](#d-1) of this section. A communication limited to the information specified in [§ 230.135](/cfr/17/230.135.md) will not be deemed an offer in accordance with [§ 230.135](/cfr/17/230.135.md) even though it is filed under this section.
- (c) Each prospectus or [§ 230.135](/cfr/17/230.135.md) communication filed under this section must identify the filer, the company that is the subject of the offering and the Commission file number for the related registration statement or, if that file number is unknown, the subject company's Exchange Act or Investment Company Act file number, in the upper right corner of the cover page.
- (d) **Notwithstanding paragraph (a) of this section, the following need not be filed under this section—**
  - (1) Any written communication that is limited to the information specified in [§ 230.135](/cfr/17/230.135.md) and does not contain new or different information from that which was previously publicly disclosed and filed under this section.
  - (2) Any research report used in reliance on [§ 230.137](/cfr/17/230.137.md), [§ 230.138](/cfr/17/230.138.md) and [§ 230.139](/cfr/17/230.139.md);
  - (3) Any confirmation described in [§ 240.10b-10](/cfr/17/240.10b-10.md) of this chapter; and
  - (4) Any prospectus filed under [§ 230.424](/cfr/17/230.424.md).

## Notes

### Amendments

[64 FR 61450, Nov. 10, 1999]

### Authority

Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78 l, 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78 ll (d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted. Section 230.151 is also issued under 15 U.S.C. 77s(a). Section 230.160 is also issued under Section 104(d) of the Electronic Signatures Act. Section 230.193 is also issued under sec. 943, Pub. L. 111-203, 124 Stat. 1376. Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 19, 48 Stat. 78, 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 77s). Sec. 230.457 also issued under secs. 6 and 7, 15 U.S.C. 77f and 77g. Section 230.502 is also issued under 15 U.S.C. 80a-8, 80a-29, 80a-30.

### Amendments

[55 FR 18322, May 2, 1990, as amended at 62 FR 53954, Oct. 17, 1997; 63 FR 9642, Feb. 25, 1998]

### Amendments

[64 FR 61450, Nov. 10, 1999]