Abstract
Once a company has determined that a Regulation A+ offering is the correct path, the company, which is now a potential Regulation A+ issuer, has several initial decisions to make. If the issuer has engaged a principal underwriter or placement, the underwriter or agent may have significant input on these initial decisions. Many of these decisions will occur simultaneously with each other, or at different points in the process for different issuers. Here is a non-exhaustive list of these typical decisions, in no particular order:
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Notes
- 1.
For issuers engaging in follow-on Regulation A+ offerings, there’s some likelihood that the SEC review time will be reduced or eliminated based on the SEC’s treatment of follow-on offerings to initial registered offerings.
- 2.
Federal Register 17 CFR 230.255 and 17 CFR 270.8b-2(g)
- 3.
See a further description of the exhibits to the offering statement under “The Offering Statement- Part III” later in this chapter.
- 4.
Note: In the adopting release for new Regulation A+, the SEC indicated that “affiliated issuer” means only affiliates of the issuer who are issuing securities in the same Regulation A+ offering, so this should not be confused with the much more broadly defined term “affiliates” generally applied to the Securities Act.
- 5.
Note: The SEC’s industry guides are applicable to Form 1-A and so may impact disclosure.
- 6.
As determined under Rules 8-04 and 8-06 of Regulation S-X, respectively.
- 7.
These could be all one person.
- 8.
The SEC also reserves the right to comment on disclosure it has previously reviewed.
- 9.
In the experience of the authors, the paper-filing requirements of old Regulation A+ generated three-four days of delay surrounding each amendment of Form 1-A. That delay will be predominantly eliminated in new Regulation A+, making the SEC process in new Regulation A+ much more efficient, especially in the latter stages of the SEC review process when multiple amendments making very few changes are commonplace.
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© 2015 Paul M. Getty, Dinesh Gupta, and Robert R. Kaplan, Jr.
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Getty, P.M., Gupta, D., Kaplan, R.R. (2015). The Key Elements of a Reg A+ Offering. In: Regulation A+. Apress, Berkeley, CA. https://doi.org/10.1007/978-1-4302-5732-5_5
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DOI: https://doi.org/10.1007/978-1-4302-5732-5_5
Publisher Name: Apress, Berkeley, CA
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