Form S-3/A BLUE RIDGE BANK SHARES,


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

Registry No. 333-264860

UNITED STATES

NATIONAL STOCK MARKET COMMISSION

Washington, DC 20549

Pre-Effective Amendment No. 1

for

WAY S-3

LOW REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

BLUE RIDGE BANKING SHARES, INC.

(Exact name of the registrant as specified in its bylaws)

Virginia 54-1470908

(State or other jurisdiction of

constitution or organization)

(IRS Employer

Identification number)

1807 Seminole Trail

Charlottesville, Virginia 22901

(540) 743-6521

(Address, including zip code and telephone number, including area code, of the principal executive offices of the registrant)

Brian K. Plum

President and CEO

blue ridge bankshares, inc.

1807 Seminole Trail

Charlottesville, Virginia 22901

(540) 743-6521

(Name, address, including zip code, and telephone number, including area code, of service agent)

Copies to:

Scott H Richter

Lee G Lester

williams mullen

200 South 10the Street, Suite 1600

Richmond, Virginia 23219

(804) 420-6000

Approximate start date of the public sale proposal: From time to time after this registration statement becomes effective.

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

If any of the securities listed on this form are to be offered on a continuing or deferred basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with interest or dividend reinvestment plans, check the next box. ☒

If this form is being filed to register additional securities for an offering pursuant to Rule 462(b) of the Securities Act, check the box below and list the Securities Act registration statement number of the actual registration statement above for the same offer. ☐

If this form is a post-effectiveness amendment filed pursuant to Securities Act Rule 462(c), check the box below and list the Securities Act registration statement number of the prior effective registration statement for the same offer. ☐

If this form is a registration statement pursuant to General Instruction ID or a post-effective amendment thereof that will become effective upon filing with the Commission pursuant to Rule 462(e) of the Values, check the box below. ☐

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

Indicate with a check mark whether the registrant is a large accelerated filer, an accelerated filer, a
not accelerated filing cabinet, 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 Exchange Law.

Large Accelerated Filer Accelerated Archiver
Non-accelerated archiver Smallest reporting company
emerging growth company

If an emerging growth company, please place a check mark if the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards provided pursuant to Section 7(a )(2)(B) of the Securities Act. ☐

Registrant hereby amends this registration statement on such date(s) as may be necessary to delay its effective date until registrant files a further amendment that specifically states that this registration statement is effective as of that date. time pursuant to Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement becomes effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

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