SEC and real estate crowdfunding and crowdfunding in general about expanding access to capital. Leveling the playing fields of opportunity. No more standing on the sidelines as influential elite and connected power brokers behind the scenes conduct all the most lucrative deals. Now everybody can enjoy the same opportunities to set up their family wealth for generations to come. You can bet that the cat is out of the bag. It’s likely more regulations will point to more opportunities for democratization and equaling the playing fields factor. It’s fair to anticipate which way the tide is flowing, the momentum surge is certainly towards expanding opportunity than restriction.
Prior to the amendments, Regulation A offerings were capped at a $5 million raise, too small to serve as a meaningful “IPO Lite” or small-cap IPO, but too burdensome to compete with a private placement for a seed or Series A round. Accordingly, Regulation A was seldom used. As part of the sweeping reforms meant to ease small company capital formation, Congress mandated amendment of Regulation A in Title IV of the JOBS Act.
Regulation A+ will be effective in 60 days. Please check out below for the primary parameters of a Regulation A+ raise:
What: There are 2 “tiers”
Tier 1 – requires SEC and state blue sky reviews & fees, raise up to $20M per year, open to unaccredited investors, no audit required
Tier 2 – requires SEC review but no state blue-sky review (“preemption”), raise up to $50M per year, also open to unaccredited investors (limited to the greater of 10% of income or net worth), annual audit required, must use a registered transfer agent (FundAmerica will be helping to simplify this for issuers)
Both – are open to unaccredited investors, can be used by startups as well as existing businesses, and are exempt from 12(g) registration thresholds
How: Preprare offering doc’s, get your audit done, use “form 8a short-form”, submit draft offering to SEC, filing electronically via EDGAR
Compare to 506(c) – takes way more time to launch an offering, and far more costly in terms of legal fees, accounting costs, and annual reporting obligations
So new rules for a new day. Equity crowdfunding will transform the industry much like traditional crowdfunding has affected business enterprise.
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