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Regulation A+ and Other Alternatives to a Traditional IPO

Book Description

Understand Regulation A+ and other alternative funding methods

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

  1. Cover
  2. Title Page
  3. Preface
  4. Acknowledgments
  5. CHAPTER 1: Why Go Public?
    1. Advantages of Being Public
    2. Disadvantages of Being Public
    3. Weighing the Pros and Cons
    4. And so . .
  6. CHAPTER 2: Pre‐2012: The History of Regulation A and the Death of Small‐Company IPOs
    1. Regulation A—Not Too Popular Before 2012
    2. Reg A Through the Years
    3. Why Small Companies Struggled to Go Public Before the JOBS Act
    4. Reg A versus Private Offering Under Regulation D
    5. And so . .
  7. CHAPTER 3: The JOBS Act and Its Genesis
    1. “Old” Regulation A
    2. Feldman First Proposes “Reg A+” at SEC Conference
    3. Development and Enactment of the JOBS Act
    4. Other Key Elements of the JOBS Act
    5. Reg A+ Title IV Language
    6. And so . .
  8. CHAPTER 4: The SEC's Rules Under Title IV Regulation A+; Court Challenge
    1. SEC's Reg A+ Rule Proposal
    2. Comment Process
    3. Final Reg A+ Rules
    4. States' Failed Lawsuit Against the SEC
    5. And so . .
  9. CHAPTER 5: Offering Statement and Light Reporting Preparation; Testing the Waters
    1. Offering Statement Preparation
    2. Light Reporting Preparation
    3. Testing the Waters
    4. And so . .
  10. CHAPTER 6: Early Experience with Regulation A+; Wall Street Partners with Main Street
    1. Who Is Utilizing Reg A+?
    2. Attractive Industries
    3. And so . .
  11. CHAPTER 7: Potential Changes to Regulation A
    1. OTC Markets Petition
    2. Blue Sky Issues
    3. Testing‐the‐Waters Issues
    4. Other Issues
    5. And so . .
  12. CHAPTER 8: Basics of Reverse Mergers
    1. Overview of Reverse Mergers
    2. IPOs versus Reverse Mergers
    3. A Little History, Rule 419, and Subsequent Rulemakings
    4. The Importance of Due Diligence in Reverse Mergers
    5. And so . .
  13. CHAPTER 9: Troubled Industry: China, Seasoning Rules, Bogus Shells
    1. The China Bubble Pops
    2. The SEC Responds with Draconian Seasoning Rules
    3. Bogus Shells and Prosecutions
    4. And so . .
  14. CHAPTER 10: The Future of Reverse Mergers
    1. Reverse Merger, Then OTC Trading
    2. Bypass Seasoning with $40MM Public Offering
    3. Merger with an Operating Public Company
    4. The Real Risks of Using Bogus Shells
    5. The Future Supply and Cost of Shells
    6. And so . .
  15. CHAPTER 11: Special Purpose Acquisition Companies (SPACs)
    1. Introduction to SPACs: The GKN Experience
    2. The First SPAC Resurgence—Bubble and Bust
    3. SPACs' Recent Return
    4. What Is the Future of SPACs?
    5. And so . .
  16. CHAPTER 12: Self‐Filings
    1. How Do Shares of Stock Become Tradable?
    2. Self‐Filing Through Form S‐1 Resale Registration
    3. Mechanics of Form S‐1 Self‐Filing
    4. Self‐Filing Through Form 10 Registration
    5. And so . .
  17. CHAPTER 13: Other IPO Alternatives
    1. Intrastate Exemption
    2. Rule 504
    3. Regulation S
    4. And so . .
  18. CHAPTER 14: The Experts Speak—A Look Ahead
    1. Current Political and Economic Environment
    2. Current Developments
    3. And so . .
  19. About the Author
  20. Index
  21. End User License Agreement