An investment prospectus that a shell company must prepare and submit for the approval of relevant securities and exchange authorities (the SEC) prior to considering a reverse merger. This prospectus contains detailed information about the private company merging into the shell. It is handed over to purchasers in the shell’s initial public offering (IPO) who must reconfirm their investment after perusing the prospectus before the merger can be finalized.

At least 80 percent of purchasers must reconfirm so that the merger transaction can be effected. Purchasers who do not confirm will receive their investment back (of course, less expenses). Under Rule 419, the reconfirmation prospectus will take several months to be approved and then the merger is completed and the company becomes publicly traded.