Qualification and Ongoing Reporting
Chapters in this video
- 0:00 Filing Form 1-A versus SEC qualification
- 2:02 The eligibility gauntlet: residency and business type
- 3:55 Five-year and two-year history checks
- 4:49 Regulation A bad actor versus Regulation D bad actor
- 5:49 Tier 2 ongoing reports: Form 1-K, 1-SA, 1-U
- 6:31 Tier 1 zero ongoing reports and Form 1-Z exit
- 7:23 Continuous Tier 2 lifeblood: annual and semiannual only
- 8:01 The 12-month post-qualification amendment
- 8:24 Rapid-fire exam recap
What this video covers
- Why filing Form 1-A is only handing your ID to the bouncer, and why qualification is the velvet rope that must drop before any sale occurs
- What oral offers, preliminary offering circulars, and solicitations of interest are allowed in the filed-but-not-yet-qualified window
- How the issuer residency test and the five-year order history rule work together to filter who may even enter the Regulation A line
- Why the two-year reporting history test is measured from the filing date, not from today, and what "shorter period" means for newer issuers
- How Regulation A's bad-actor disqualification test is a separate provision from Regulation D's bad-actor rule, and why the exam loves to swap them
- Which four reports a Tier 2 issuer owes after qualification: annual on Form 1-K, semiannual on Form 1-SA, current on Form 1-U, and the special financial report
- Why a Tier 1 issuer files zero ongoing periodic reports, only a single exit report on Form 1-Z within 30 calendar days, and why continuous Tier 2 offerings live or die on just two filings
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