Equity Public Offering: Rapid Fire

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What this video covers

  • Why "who gets the money" is the golden question that separates primary offerings (issuer receives proceeds, dilutive) from secondary offerings (selling shareholders receive proceeds, non-dilutive)
  • How firm commitment underwriting shifts all risk of unsold shares to the underwriter, while best efforts leaves that risk with the issuer
  • Why all-or-none is a type of best efforts, not firm commitment, and how escrow works in these deals
  • The 180-day lockup period for insiders after an initial public offering and the Financial Industry Regulatory Authority (FINRA) lockup on underwriter compensation securities
  • The four-step SPAC lifecycle: initial public offering, trust account funding, target search, then de-SPAC merger or liquidation
  • How the sponsor promote works (typically 20% of post-initial public offering shares at nominal cost) and why the 18-to-24-month target search window is set by governing documents
  • The penny-stock blank-check escrow rule: why the standard $5 price exclusion does not apply, the 80% qualifying-acquisition threshold, the 18-month consummation deadline, and how exchange listing alone excludes a Special Purpose Acquisition Company (SPAC) from penny-stock status

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