Regulation A
Chapters in this video
- 0:00 Regulation A: the middle-ground exemption
- 1:53 Qualified, not registered: exam trap
- 2:41 Tier 1 versus Tier 2: caps and subcaps
- 5:04 Tier 2 audit and reporting obligations
- 5:59 Bad-actor disqualification
- 7:00 NSMIA preemption and state powers
- 7:45 Regulation A versus intrastate: resale lock
- 8:15 Rapid-fire exam recap
What this video covers
- Why Regulation A offerings are qualified on Form 1-A, not registered, and why using the word "registered" is a trap
- The dollar caps, audit requirements, and state blue sky treatment that distinguish Tier 1 (up to $20 million) from Tier 2 (up to $75 million)
- How the affiliate selling-security-holder subcaps nest inside the total offering caps ($6 million in Tier 1, $22.5 million in Tier 2)
- Why bad-actor disqualification applies to both tiers and which covered persons, including 20%+ beneficial owners, can blow up the deal
- What testing the waters permits before and after the Form 1-A filing, and the required disclosures in pre-qualification solicitation materials
- The Tier 2 investment limit for non-accredited investors: 10% of the greater of annual income or net worth, and when this cap does not apply
- Why Regulation A securities are freely tradable immediately upon qualification, unlike intrastate offerings with their six-month resale lock
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