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Chapters:
- Who can Invest in a Reg A+ and Liquidity Provided by Reg A+
- How to Market Your Reg A+
- The Reg A+ SEC Filing and Documents needed
- Timeline for Your Reg A+
Disclaimer:
The content in this webinar is not and shall not be construed as investment advice. This information is meant to be informative and for general purposes only.
MSC is not a law firm, valuation service, underwriter, broker-dealer or Title III crowdfunding portal and we do not engage in any activities requiring any such registration. We do not provide advice on investments. MSC does not structure transactions. Do not interpret any advice from MSC staff as a replacement for advice from service providers in these professions.
Rod Turner
Rod Turner is the founder and CEO of Manhattan Street Capital, the #1 Growth Capital service for mature startups and mid-sized companies to raise capital using Regulation A+. Turner has played a key role in building successful companies including Symantec/Norton (SYMC), Ashton Tate, MicroPort, Knowledge Adventure, and more. He is an experienced investor who has built a Venture Capital business (Irvine Ventures) and has made angel and mezzanine investments in companies such as Bloom, Amyris (AMRS), Ask Jeeves, and eASIC.
www.ManhattanStreetCapital.com
Manhattan Street Capital, 5694 Mission Center Rd, Suite 602-468, San Diego, CA 92108.
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What is Reg A+? So it's been in, in existence since June of 2015, when there was zero activity at that instant. Now it's an instrument that's being used to raise approximately 4 billion a year in capital. It's become credible. It's a public offering. So unlike many forms of capital raising the SEC considers all investors in a Reg A+ to be liquid. The company itself that's selling its stock is allowed to restrict the sale of those, those securities, but unless they do so, the s SEC says, An investor in a Reg A+ is instantly liquid if they can find a buyer, which isn't to say that you've already listed the security, but as far as the s SEC is concerned, it's liquid Investors of all wealth levels worldwide are allowed to invest.
They only, the maximum they can invest in most Reg A+ is 10% of their annual income or their net worth, whichever is the larger number, unless they're accredited, in which case they can invest an unlimited amount. It's for US companies and also companies headquartered in, in Canada. International companies can set up a US entity and conduct an offering in the US as long as they're not just raising the money here to ship it abroad. They have to do material business in the US you have to market a Reg A+, unlike an S-1 IPO where you have a quiet period once you file your registration with the SEC, and until you continue raised all of the money, you're not allowed to do any special marketing. It's the precise opposite in a Reg A+, it's designed to allow companies to market themselves as long as they do it legitimately to raise money online, and it is an online instrument.
To conduct a Reg A+, each company must file what's called a Form 1-A with the s e c requesting permission, essentially requesting qualification by the SEC conduct. That offering, and that filing is a legal document. It's about 10% the complexity of an S-1 registration. So it's a lot easier burden to prepare. And if the company has existed two years or more, then it's necessary to file with the, to make, with the filing. Two years of US gap level audits must be included. If the company's only existed three months, then you have a three month US Gap audit requirement.
You can, each Reg A+ qualification is a one year journey post from qualification. You have one year to raise the money, you can set up the Reg A+ so that you can continue for three years without stopping as long as you maintain the the necessary management financials and audit reporting obligations that the SEC requires on that journey. So it's good you can go up to three years without stopping if you do it right. Currently. it was difficult to get Reg A+ offerings qualified by the SEC in the past for crypto offerings. Currently, it's about impossible. So bear that in mind. I'll get into particularly suitable places for Reg A+ later.
THIS TEXT TRANSCRIPT HAS ERRORS IN IT THAT WERE CAUSED BY THE SPEECH TO TEXT CONVERSION SOFTWARE WE USED. DO NOT DEPEND ON THE TEXT TO BE ACCURATE. WATCH THE RELEVANT PARTS OF THE VIDEO TO MAKE SURE YOU ARE PROPERLY INFORMED. DO NOT DEPEND ON THIS TEXT TRANSCRIPTION TO BE ACCURATE OR REFLECTIVE OF THE STATEMENTS OR INTENT OF THE PRESENTERS.