The “equity alphabet” refers to the various regulations that govern the sale of securities in the United States. Understanding these regulations can be important for anyone looking to raise capital for their business or invest in private companies. Learn about the differences between four of the most commonly used regulations: Regulation A, Regulation CF, and Regulation D 506(b), and Regulation D 506(c).

The main differences between Reg A, Reg CF, and Reg D relate to:

• How much money can be raised?
• Who can the issuer solicit the investment to?
• Who is eligible to invest?
• How much does the offering cost?
• The amount of regulatory oversight

Regulation A

Regulation A, also known as Regulation A+ or Reg A, was amended as part of the JOBS Act into two tiers that differ in the maximum amount of money that can be raised and certain disclosure requirements.

Tier 1 of Regulation A allows private companies to raise up to $20 million in a public offering. Unlike a traditional initial public offering (IPO), a Regulation A offering does not require the company to go public, but it does require the company to file an offering statement with the SEC and provide ongoing reports to investors. Companies must file an offering statement with the SEC and provide ongoing reports to investors. However, the disclosure requirements for Tier 1 offerings are less stringent than for Tier 2 offerings.

Tier 2 of Regulation A allows private companies to raise up to $75 million in a public offering. In addition to filing an offering statement with the SEC and providing ongoing reports to investors, companies must also provide audited financial statements and comply with the same ongoing reporting requirements as publicly traded companies.

One of the key benefits of Regulation A is that it allows companies to reach a larger pool of potential investors, including non-accredited investors. This means that everyday people can invest in private companies and potentially participate in the benefits of early-stage investing. Additionally, Regulation A offerings are exempt from state securities laws, which can be a cost savings for companies.

General solicitation is also permitted in certain circumstances under Regulation A, meaning that the issuer can publicly advertise the investment opportunity. To learn more about General Solicitation, visit our recent blog, What is General Solicitation?

Regulation CF

Regulation Crowdfunding (Reg CF) is another provision of the JOBS Act that allows companies to raise capital from the general public. Unlike Regulation A, Reg CF has a much lower maximum offering amount of $5 million.

Reg CF can be an attractive option for early-stage companies or startups that are looking to raise a smaller amount of capital. The process of conducting a Reg CF offering is relatively simple and straightforward, which may make it an attractive option for companies that do not have the resources to navigate the more complex requirements of a Regulation A offering. General solicitation is also permitted is certain circumstances under Regulation Crowdfunding.

Regulation D 506(b)

Regulation D 506(b) is a safe harbor under SEC Rule 506 that allows companies to raise an unlimited amount of capital from accredited investors without registering the securities with the SEC. One of the benefits of Regulation D 506(b) is that it can provide companies with a simpler and less expensive alternative to a public offering.

However, there are some limitations to Regulation D 506(b). One of the limitations is that companies can only sell securities to accredited investors. Accredited investors are defined as individuals who have a net worth of over $1 million or an income of $200,000 or more per year, or meet other requirements[1]. This may limit the pool of potential investors that companies can reach, which could be a disadvantage. Regulation D 506(b) does not permit general solicitation.

Regulation D 506(c)

Regulation D 506(c) is similar to Regulation D 506(b), but it allows companies to publicly solicit investors. This means that companies can advertise their offerings to the general public, but they still must only sell securities to accredited investors.

The main advantage of Regulation D 506(c) is that it provides companies with a way to reach a larger pool of potential investors. However, the requirement to verify that all investors are accredited investors may add additional costs and complexities to the offering process.

Final Thoughts

In conclusion, the equity alphabet offers a variety of options for companies looking to raise capital. Regulation A, Reg CF, and Regulation D 506(b) and Regulation D 506(c) each have their own unique advantages and disadvantages, and companies should carefully consider their options before deciding which regulation is right for them.

Ultimately, the best option for any company will depend on its specific circumstances, such as the amount of capital it is looking to raise, the type of investors it is looking to reach, and its resources and capabilities. Whether you are an entrepreneur looking to raise capital for your business, or an investor looking for opportunities in the private markets, understanding the equity alphabet can help in making informed decisions.

If you are a company looking to raise capital, it is important to understand the regulatory requirements and costs associated with each option, as well as the potential benefits and limitations. In addition, it is recommended to seek the guidance of legal and financial professionals to help you with all relevant laws and regulations. If you are an investor, it is important to understand the risks associated with private investments, and to do your due diligence before investing. This includes researching the company, its management team, and its financials, as well as reviewing the offering documents.

In conclusion, the equity alphabet provides companies and investors with a variety of options for raising and investing capital. By understanding the key differences between Regulation A, Regulation CF, and Regulation D 506(b) and Regulation D 506(c), companies and investors can make informed decisions and participate in the opportunities that the private markets have to offer.

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[1] https://help.microventures.com/hc/en-us/articles/360030390751-Accredited-Investor#:~:text=You%20are%20an%20accredited%20investor,the%20person’s%20primary%20residence)%3B

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The information presented here is for general informational purposes only and is not intended to be, nor should it be construed or used as, comprehensive offering documentation for any security, investment, tax or legal advice, a recommendation, or an offer to sell, or a solicitation of an offer to buy, an interest, directly or indirectly, in any company. Investing in both early-stage and later-stage companies carries a high degree of risk. A loss of an investor’s entire investment is possible, and no profit may be realized. Investors should be aware that these types of investments are illiquid and should anticipate holding until an exit occurs.