Learning Center/Topic
compliance
37 posts, newest first.
crowdfunding
Reconfirmation in Reg CF, what triggers it and how it works
A material change to a live Reg CF offering puts every open commitment back in play. Here is what triggers reconfirmation and how the five days run.
Bryce W Jones ·
reg cf
How to sort accredited investors when you run a Reg CF and a 506(c)
Running a Reg CF and a 506(c) together means recording who is accredited, verifying it before a 506(c) sale, and showing each person the right offering.
Bryce W Jones ·
crowdfunding
What is SEC EDGAR, and who uses it in a crowdfunding raise?
EDGAR is the SEC's public filing system. Every Reg CF raise lives there, and issuers, portals, investors, regulators, and the press all read it.
Bryce W Jones ·
offering operations
Equity, SAFE, convertible note, or revenue share: choosing what you sell
The security is what a crowd investor actually owns. How equity, SAFEs, convertible notes, and revenue shares compare, and what each does to the campaign.
Bryce W Jones ·
investor acquisition
How to raise again from your existing investors
Your first round's investors are the cheapest, warmest audience for the next one. How to keep them informed, segment them, and plan the follow-on.
Bryce W Jones ·
compliance
When can crowdfunding investors sell their shares?
Reg CF shares are locked for a year, Reg A+ shares are free to trade but rarely have a market. What to tell investors who ask when they can sell.
Bryce W Jones ·
offering operations
How to manage a cap table with thousands of investors
A registered transfer agent, the right holding structure, and current reports keep a crowd cap table clean and keep you clear of Exchange Act registration.
Bryce W Jones ·
reg a plus
What a Reg A+ company owes the SEC after the raise
Tier 2 files Form 1-K yearly, 1-SA at the half year, and 1-U for big events. Tier 1 files one exit report. Missing them costs you the next raise.
Bryce W Jones ·
offering operations
Escrow, rolling closes, and missing your target
Where investor money sits during a raise, when a company can close early or in stages, and what happens if the minimum target is not met.
Bryce W Jones ·
offering operations
Campaign updates and material changes during a live raise
What an issuer can say to investors mid-raise, when a change needs an amendment, and how reconfirmation and cancellation rights work.
Bryce W Jones ·
crowdfunding
Investor perks and bonus shares, and how to set them before launch
Tiered perks, early-bird and volume bonus shares can move a raise. They must be in the offering documents and are hard to change after launch.
Bryce W Jones ·
crowdfunding
What goes on an offering page, and what makes it convert
An offering page that converts covers the pitch, video, team, traction, use of proceeds, terms, and risk factors, all matching the filing.
Bryce W Jones ·
reg d
Rule 506(c): advertising a raise to accredited investors only
Rule 506(c) lets a company advertise a private raise publicly, if every buyer is accredited and verified. How that changes the ads and the funnel.
Bryce W Jones ·
reg a plus
How Reg A+ qualification works, from Form 1-A to the first sale
Reg A+ qualification runs from a Form 1-A filing through SEC comment rounds to a notice of qualification. What happens at each stage, and what marketing may do.
Bryce W Jones ·
offering operations
Why counsel needs to stay on call for the whole offering
The filing is the start of an offering, not the end of the legal work. Keep counsel available for changes, filings, and public communications.
Bryce W Jones ·
compliance
Testing the waters vs a live offering: what changes when it opens
An indication of interest is not an investment. See how Reg CF and Reg A change at filing or qualification, and how to contact the list.
Bryce W Jones ·
compliance
Testing the waters materials: what to keep and what gets filed
Reg CF and Reg A testing the waters materials can become public filings. Here is what to archive, what counsel files and how to avoid gaps.
Bryce W Jones ·
compliance
Testing the waters legends: what every page, ad, email and video must say
The required testing the waters statements under Reg CF, Reg A and Rule 241, with practical guidance for pages, ads, email and video.
Bryce W Jones ·
compliance
Rule 241: testing the waters before choosing an exemption
Rule 241 lets an issuer gauge interest before choosing Reg CF, Reg A, or another exemption. Its state-law and filing consequences need planning.
Bryce W Jones ·
reg a plus
Reg A+ testing the waters: Rule 255 before and after Form 1-A
Reg A interest testing can continue through SEC review. Rule 255 changes when Form 1-A is publicly filed and ends at qualification.
Bryce W Jones ·
reg cf
Reg CF testing the waters: Rule 206, clause by clause
Rule 206 lets a Reg CF issuer ask for interest before filing Form C. Here are its three statements, filing duty, and the line at launch.
Bryce W Jones ·
crowdfunding
What is a testing the waters offering? Everything an issuer needs to know
Testing the waters measures interest before an investment is possible. Here is how Reg CF, Reg A, and Rule 241 differ and what an issuer can do.
Bryce W Jones ·
technology
Pixels, server events, and consent in a raise
Browser and server tracking both miss part of an offering. Measure the right events, respect consent, and reconcile to the intermediary's records.
Bryce W Jones ·
investor acquisition
Equity crowdfunding vs traditional ways to raise money
Venture, debt, friends and family, a private placement, or a public raise. The real difference is what each asks of the company, not how much it pays.
Bryce W Jones ·
investor acquisition
Who is on the team for a Reg CF or Reg A+ raise, and what to ask each of them
A raise is run by six to nine outside parties, some required, some bundled under one roof. The roster, the order they enter, and the questions to ask.
Bryce W Jones ·
investor acquisition
Testing the waters: how to build the audience before you can take a dollar
Every raise has weeks or months before it may accept money. Testing the waters is how to spend them building the list that decides the first week.
Bryce W Jones ·
compliance
How the advertising rules differ across Reg CF, Reg A+, and Reg D
Reg CF limits an ad that mentions terms to a short notice. Reg A+ allows real public advertising once qualified. Reg D depends on 506(b) or 506(c).
Bryce W Jones ·
reg cf
Reg CF limits, explained for the person running the raise
Reg CF caps a raise at $5M, caps what each retail investor can put in, and ties the financials to the target. Each limit shapes the campaign.
Bryce W Jones ·
reg cf
The forms a Reg CF offering files, from Form C to Form C-TR
Form C opens a Reg CF raise, C/A amends it, C-U reports progress, C-AR is the annual report, C-TR ends it. Each has a deadline and a marketing consequence.
Bryce W Jones ·
compliance
Who actually regulates equity crowdfunding?
Not one regulator but several, each with a different job. A map of the SEC, FINRA, the states, the FTC, and the ad platforms, and what each can do to a raise.
Bryce W Jones ·
reg a plus
What is blue sky preemption, and why does it decide your campaign?
Blue sky preemption means a Tier 2 Reg A+ offering skips state-by-state review. It is what lets you run one national campaign instead of fifty.
Bryce W Jones ·
reg a plus
What a $150M Tier 2 cap would change
A House bill would double the Reg A+ Tier 2 cap to $150M and index it to inflation. For most issuers the cap was never the thing stopping them.
Bryce W Jones ·
reg a plus
Is there a difference between Reg A+ and Reg A?
No. Same exemption. The plus is a market nickname for Regulation A after the JOBS Act expanded it, and the SEC never uses it.
Bryce W Jones ·
crowdfunding
Moderating comments on ads and socials during a raise
An ad thread travels with the ad and is read as proof. It is also where a careless reply becomes a communication about your securities.
Bryce W Jones ·
reg a plus
What is Reg A+, and what does it mean for your marketing?
Reg A+ lets a company sell stock to the general public once the SEC qualifies the offering. What you may say at each stage, and to whom.
Bryce W Jones ·
reg s
What is Reg S, and what does it change about your ads?
You probably do not need one. Foreign investors can often join your domestic offering already, and Reg S is a US safe harbor, not a global one.
Bryce W Jones ·
reg a plus
Why "mini IPO" is a total misnomer for Reg A+
The phrase promises a ticker, a market, and an exit. Reg A+ offers none of those by default, and it attracts the wrong investors.
Bryce W Jones ·