Regulation A's Two-Tier Structure
Chapters in this video
- 0:00 Regulation A as public offering exemption, not private placement
- 1:38 Tier 1 dollar caps: $20 million and $6 million
- 2:59 Tier 2 dollar caps: $75 million and $22.5 million
- 3:39 Covered security status and the state notice filing trap
- 4:47 Rolling 12-month aggregate-sales test
- 5:48 Two-year expectation versus three-year hard stop
- 7:05 180-day runway extension rules
- 7:53 Rapid-fire exam recap
What this video covers
- Why Regulation A is a public offering exemption, not a private placement, and what Securities and Exchange Commission (SEC) qualification means for issuer disclosure
- How Tier 1 caps a 12-month offering at $20 million with a $6 million affiliated selling securityholder limit, and why state blue-sky registration still applies
- How Tier 2 caps a 12-month offering at $75 million with a $22.5 million affiliated selling securityholder limit, and what covered security status changes at the state level
- Why Tier 2 preemption eliminates state registration and merit review but does NOT eliminate the state notice filing requirement
- How the rolling 12-month aggregate-sales test works, and why overlapping offerings must combine proceeds rather than reset to zero
- Why the two-year expectation rule and three-year hard stop for evergreen continuous offerings are completely separate limits from the 12-month dollar caps
- The exact conditions for the 180-day runway extension: filing a new offering statement, staying current on annual and semiannual filings, and achieving qualification to sell past the runway
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