Form S-3/A BLUE RIDGE BANK SHARES,

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As filed with the Securities and Exchange Commission on May 23, 2022

registration No. 333-264860

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Advance Change #1

to

SHAPE S-3

REGISTRATION DECLARATION BELOW

THE SECURITIES ACT OF 1933

BLUE RIDGE BANK SHARES, INC.

(Exact name of the registrant as stated in its statutes)

Virginia 54-1470908

(State or other jurisdiction of

society or organization)

(IRS employer

Identification Number)

1807 Seminole Trail

Charlottesville, Va. 22901

(540) 743-6521

(Address, including postal code, and telephone number, including area code, of the registrant’s main office)

Brian K. Plum

President and Chief Executive Officer

Blue Ridge Bank Stocks, Inc.

1807 Seminole Trail

Charlottesville, Va. 22901

(540) 743-6521

(Name, address, including zip code, and telephone number, including area code, of the customer service representative)

Copies to:

Scott H Richter

Lee G Lester

Williams Mullen

200 South 10th Street, Suite 1600

Richmond, Va. 23219

(804) 420-6000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are offered under dividend or interest reinvestment plans, please check the box below. ☐

If securities registered on this form are to be offered on a deferred or continuous basis under Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment schemes, check the box below. ☒

If submitting this form to register additional securities in an offering pursuant to Rule 462(b) of the Securities Act, please check the box below and provide the Securities Act Registration Statement Number of the previous effective registration statement for the same offering. ☐

If this form is a retrospective amendment filed under Rule 462(c) of the Securities Act, please check the box below and provide the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a General Instruction ID registration statement or a subsequent amendment thereto effective upon filing with the Commission under Rule 462(e) of the Securities Act, check the box below. ☐

If this form is a subsequent amendment to a registration statement filed under General Instruction ID to register additional securities or additional classes of securities under Rule 413(b) of the Securities Act, check the box below. ☐

Tick ​​to indicate if the registrant is a Large Accelerated Filer, an Accelerated Filer, a
not accelerated Filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Stock Exchange Act.

Large accelerated filer Accelerated Filer
Non accelerated filer Smaller Reporting Company
Emerging growth company

If this is an emerging growth company, indicate by ticking whether the registrant has elected not to apply the extended grace period for compliance with new or revised accounting standards under Section 7(a)(2)(B) of the Securities Act to use. ☐

Registrant hereby amends this Registration Statement as of the date or dates necessary to defer the Effective Date until such time as Registrant files another amendment expressly stating that this Registration Statement is thereafter required under Section 8(a) of the Securities Act of 1933, as amended, or until the Declaration of Registration becomes effective on such date as the Commission may determine under Section 8(a).

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