This template delaying amendment letter may be used to block automatic effectiveness of an issuer’s registration statement under Section 8(a) (15 U.S.C. § 77h) of the Securities Act of 1933, as amended (Securities Act). This template includes practical guidance and drafting notes. Generally, under Section 8(a) of the Securities Act, a registration statement will automatically become effective on the twentieth day after filing with the Securities and Exchange Commission (SEC) (unless accelerated or subject to an SEC stop order). However, the twenty-day window often does not give the SEC enough time to review issuer submissions or the issuer enough time to market the securities or conduct a road shows. A delaying amendment blocks automatic effectiveness of the registration statement and is commonly used. Note that a delaying amendment may not be used by a well-known seasoned issuer (WKSI), as a registration statement filed by a WKSI is automatically effective. The delaying amendment ...