One solution at a time: Reg A and crypto
I was talking to a crypto-savvy SEC Commissioner the other day about my current obsession, which is that using the exemption under Regulation A is the way to address the constant complaint that “The Commission tells us to come in and register but we can’t make the registration process work for crypto.” As I mentioned […]
Another reason not to violate Section 17(b)
CrowdCheck has blogged many times before about Section 17(b), the stock touting rule. Here’s where we outlined the basics more than ten years ago. Since then, the SEC has brought many Section 17(b) cases, some of them against some very well-known athletes and influencers. Some of those people were fined millions of dollars for promoting securities […]
The SEC and crypto: the answer is Rule 261
A few years ago, we spent a lot of time with the Staff of the Division of Corporation Finance discussing the meaning of Rule 261(c) of Regulation A. “Rule 261 says Regulation A is for equity, debt or convertibles,” they would say (in more formal terms). “These things you are trying to qualify don’t look […]
Semi-annual reporting for SEC-registered companies?
Coming soon (in my opinion). The President is not the first to suggest that SEC-registered companies be permitted to choose semi-annual instead of quarterly reporting. The idea has been periodically floated since I was an SEC Staffer back in the Dark Ages (less than a generation after quarterly reporting was adopted in the first place). […]
1% from the 1%
So we’ve seen a drop in crowdfunding raises recently. According to the SEC, between 2023 and 2024, Reg A raises are down 52% in numbers, Reg CF raises are down 25% and Regulation D raises are down 7%, and between 2021 and 2024 the figures are down 63% for Reg A, 5% for Reg CF, […]
“One and done” SPV reporting? Really?
It’s Form C-AR filing season again, and maybe time to discuss an interesting consequence of using a crowdfunding special purpose vehicle (“SPV”). These are used in roughly one quarter of all Regulation CF filings, according to the analysis of our colleagues at Kingscrowd. Everyone in crowdfunding knows that once a company has taken money from […]
Lesson of the month: following the money
Here’s the latest instalment of the I’m-not-calling-it-fraud-of-the-month series. This lesson actually derives from two separate exempt offerings where financials that looked legit at the outset turned out to reflect a different reality. Company A presented financials that showed substantive revenues. However, those revenues were derived from related companies (a fact that was not disclosed) and […]