Raising funds under Reg CF for acquisitions
There’s an interesting contrast between Regulation A and Regulation CF in terms of disclosure. Reg A requires that issuers provide financial statements for “businesses acquired or to be acquired.” Even if that’s not what the money is being raised for. If you just acquired, or are probably going to acquire, a business (and it doesn’t […]
Why Reg S doesn’t work with online offerings
Anyone who knows me knows my link with the SEC’s Regulation S. While folks sometimes refer to it as an exemption from registration under the Securities Act, it’s not. Reg S provides that the registration provisions of the Securities Act simply do not apply to offers and sales made outside the United States, and then […]
Subsidiaries using Reg CF
This came up no less than three times last week, so I figured it was worth a blog post. Subsidiaries can raise funds under Reg CF, even if they are subsidiaries of companies who cannot use Reg CF themselves, because they have a class of securities registered with the SEC, or they are not US […]
Why Reg CF doesn’t work for many VC-backed companies
Since the increase in the maximum offering amount to $5 million a couple of years ago, we’ve seen more interest in Reg CF offerings by venture-backed companies. Sadly, it doesn’t work for a lot of them. This is because of what we refer to as the “issuer aggregation rule”. Rule 100(c) explains that “issuer” for […]
Regulation CF fraud: Destiny Robotics
This is mostly a classic run-away-with-the-money case, combined with a bunch of misleading statements and omissions. But there are a couple of interesting twists here. What happened: Destiny Robotics Corp. raised funds under Regulation CF. The company used Wefunder’s “Lead Investor” structure, where the securities are held in an SPV and the Lead Investor makes […]
Lesson of the Month: The black box acquisition
Following up from last month’s I’m-not-going-to-call-it-fraud series, here’s another recent one. As always, identifying details changed. This one’s (problem is a clear omission of information required by the form filed with the SEC.) Form C says that if you raise funds in order to acquire another company, you must provide the target’s financials. This one […]
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, […]
Integration Pitfalls: Navigating Rule 152 When Moving from Reg CF to Reg A
Integration of securities offerings can be a tricky and often frustrating challenge. You may plan to conduct an offering one way, only to discover that you now have to comply with rules and restrictions that are different, or more severe than you were expecting. This is the situation for companies transitioning from a Regulation Crowdfunding […]
“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 […]
Crowdfunding is for everyone.
One thing I will never get tired of working in this space is the variety of companies that have been able to effectively utilize offerings under Regulation CF and Regulation A. These exemptions are versatile, and allow for companies to raise funds whether they have no interest in being more than a neighborhood restaurant, or […]