Regulation A+ and Other Alternatives to a Traditional IPO delves into the details of the new SEC rules under the JOBS Act of 2012 to examine the benefits and pitfalls for entrepreneurs and investors. Written by the 'Godfather of Reg A+,' this book breaks down the complex details of Regulation A+ and other alternative funding methods to help small businesses determine how best to go public and raise capital. A traditional IPO comes with barriers that can be insurmountable for a small company seeking to enter the public markets; thus far, reverse mergers have provided a challenging 'back door' to the market, but Regulation A+ re-opens the front door to allow small cap companies to raise capital while keeping offering and compliance costs manageable in a way not possible with a traditional IPO. More complex than simple crowdfunding, yet just as accessible by all investors, Regulation A+ is a step up for entrepreneurs at any stage wanting to go public where Wall Street meets Main Street.
Straightforward explanations, smart strategy, and illustrative examples make this book an invaluable guide for those seeking to truly understand the nuances of Regulation A+ in order to work more effectively within its bounds.
- Understand how Regulation A+ differs from a traditional IPO and the early experience with this exciting new approach
- Examine the JOBS Act and the SEC's rules under Title IV
- Explore the past, present, and future of reverse mergers, special purpose acquisition companies (SPACs) and self-filings
- Discover new alternatives including new rules under Rule 504 and Regulation S
The new rules provide a faster, more streamlined, more cost-effective route to up to $50 million in capital, and offer companies more flexibility than ever. Every entrepreneur needs to know all available funding options, and Regulation A+ and Other Alternatives to a Traditional IPO provides essential guidance from the expert in the field.
Table of Contents
Preface
Acknowledgments
Chapter 1: Why Go Public?
Advantages of Being Public
Disadvantages of Being Public
Weighing the Pros and Cons
Chapter 2: Pre-2012: The History of Regulation A & the Death of Small Company IPOs
Regulation A – Not Too Popular Before 2012
Reg A Through the Years
Why Small Companies Struggled to Go Public before the JOBS Act
Reg A vs. Private Offering Under Regulation D
And so……
Chapter 3: The Jobs Act and Its Genesis
“Old” Regulation A
Feldman First Proposes “Reg A+” at SEC Conference
Development and Enactment of the JOBS Act
Other Key Elements of the JOBS Act
Reg A+ Title IV Language
And so...
Chapter 4: The SEC’s Rules Under Title IV Regulation A+; Court Challenge
SEC’s Reg A+ Rule Proposal
Comment Process
Final Reg A+ Rules
Massachusetts and Montana’s Failed Lawsuit Against the SEC
And so……
Chapter 5: Offering Statement and Light Reporting Preparation; Testing the Waters
Offering Statement Preparation
Light Reporting Preparation
Testing the Waters
And so……
Chapter 6 – Early Experience With Regulation A+ – Wall Street Partners With Main Street
Who Is Utilizing Reg A+?
Attractive Industries
And so……
Chapter 7 – Potential Changes To Regulation A
OTC Markets Petition
Blue Sky Issues
Testing the Waters Issues
Other Issues
And so……
Chapter 8 – Basics of Reverse Mergers
Overview of Reverse Mergers
IPOs vs. Reverse Mergers
A Little History, Rule 419 and Subsequent Rulemakings
The Importance of Due Diligence in Reverse Mergers
And so……
Chapter 9 – Troubled Industry: China, Seasoning Rules, Bogus Shells
The China Bubble Pops
The SEC Responds With Draconian Seasoning Rules
Bogus Shells and Prosecutions
And so……
Chapter 10 – the Future of Reverse Mergers
Reverse Merger then OTC Trading
Bypass Seasoning with $40MM Public Offering
Merger with an Operating Public Company
The Real Risks of Using Bogus Shells
The Future Supply and Cost of Shells
And so……
Chapter 11: Special Purpose Acquisition Companies (SPACs)
Introduction to SPACs: The GKN Experience
The First SPAC Resurgence - Bubble and Bust
SPACs’ Recent Return
What Is the Future of SPACs?
And so…
Chapter 12: Self-Filings
How Do Shares of Stock Become Tradable?
Self-Filing Through Form S-1 Resale Registration
Mechanics of Form S-1 Self-Filing
Self-Filing Through Form 10 Registration
And so…
Chapter 13: Other IPO Alternatives
Intrastate Exemption
Rule 504
Regulation S
And so…
Chapter 14: The Experts Speak – A Look Ahead
Current Political and Economic Environment
Current Developments
And so…
About the Author
Index
