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Amended Rule 3-05(b)(2) reduced the maximum number of years for which audited financial statements are required under Rule 3-05 from three years to two. It also eliminated the requirement to provide financial statements for a comparative interim period when only one year of audited financial statements is required under Rule 3-05.
Additionally, amended Rule 3-05(b)(4) permits the omission of separate acquired business financial statements once the business has been included in the registrant’s post-acquisition audited annual financial statements for either nine months or a complete fiscal year, depending on significance. This is a significant change and eliminates certain provisions that required financial statements for older significant acquisitions to be included in filings such as Form S-1.
In adopting these changes, the SEC highlighted the pre-existing provisions of Rule 4-01(a), which requires that a registrant provide “such further material information as is necessary to make the required statements, in light of the circumstances under which they are made, not misleading.”
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