An issuer that is 1) Not current w/ SEC filings - 2) Filed for bankruptcy w/ in the last 3 years 3) Blank check company - Files form S-1, shelf registration is prohibited, pay registration fees upon filing, and can never use an FWP.

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1. An issuer that is 1) Not current w/ SEC filings - 2) Filed for bankruptcy w/ in the last 3 years 3) Blank check company - Files form S-1, shelf registration is prohibited, pay registration fees upon filing, and can never use an FWP.