CURRENT EVENTS
We are excited to share that our colleague Sean Levine recently attended and spoke at The Reg A and Crowdfunding conference at the Westchester Country Club. He was part of a dynamic panel discussion on Era of Evolution. We are grateful to Sean for representing Entoro and contributing to the conversation on such a significant topic. Thank you to everyone who attended and supported this event.
If you were not able to attend this conference and would like to hear the topics that were discussed click here to view.
TIPS FOR SUCCESS
In this edition of our newsletter, we’re excited to share another valuable tip for companies considering a Regulation A+ offering - here is a high level general overview of the most important things to consider:
Understanding Regulation A
- Tier 1: Allows raising up to $20 million in a 12-month period. It involves state securities review (blue sky laws) but has fewer ongoing reporting requirements.
- Tier 2: Allows raising up to $75 million in a 12-month period. It preempts individual state securities laws but requires more robust disclosure and ongoing reporting.
Pre-Offering Preparation
- Audit Your Financial Statements: Ensure your financial statements are audited if you're going for Tier 2. This builds investor confidence and is a regulatory requirement.
- Craft a Strong Offering Circular: Your offering circular should be clear, comprehensive, and compelling. It should cover your business plan, financials, management team, and risks.
- Legal and Compliance Readiness: Engage experienced legal counsel familiar with securities laws and the Regulation A process to avoid compliance pitfalls.
Marketing and Investor Relations
- Test the Waters: Use the "test the waters" provision to gauge investor interest before formally launching your offering. This can help tailor your approach based on feedback.
- Leverage Online Platforms: Use online platforms to reach a wider audience. These platforms can offer a streamlined process for attracting investors.
- Professional Presentation: Present your business professionally with high-quality marketing materials, a user-friendly website, and an engaging investor pitch.
Managing the Offering
- Set Realistic Valuations: Ensure your company's valuation is realistic and justifiable to attract and retain investors.
- Transparent Communication: Maintain open and transparent communication with potential and current investors. Regular updates on progress can build trust and credibility.
Post-Offering Considerations
- Prepare for Ongoing Reporting: Be ready for the ongoing reporting requirements, especially if opting for Tier 2. This includes semi-annual reports, annual reports, and current event reports.
- Build a Solid Investor Relations Strategy: Post-offering, having a robust investor relations strategy can help manage expectations and foster long-term relationships with your investors.
Utilizing Professional Services
- Engage Experienced Professionals: Work with experienced underwriters, brokers, and advisors who specialize in Regulation A offerings to maximize your chances of success.
By considering these tips and tricks, companies can navigate the Regulation A offering process more effectively, potentially leading to a successful capital raise and growth opportunities.
FEATURED DEAL
Avvenire Electric Vehicles Corp. is on a mission to become a global leader in the Electric Vehicle (EV) market by developing the next generation of cutting-edge, cost-effective and environmentally-sustainable lineup of holistic transportation solutions for everyday use.
Key Highlights:
- Current pre-order book exceeds USD $1.1 Billion for Avvenire products
- Established dealer network with over 200 dealers ready to take new Avvenire Products and over 300 new dealer requests, for a total of over 500 potential dealers
- Management team includes pioneers in the LEV industry in Canada leaning on decades of experience
- Strong advisory board to achieve the hypergrowth expected
- Manufacturing plans to add 270,000 square-foot plant in place to add to production and distribution from present 75,000 square-foot location
Avvenire is raising $75 million through Regulation A+, for more information view the offering view the offering circular here.
FEATURED VENDOR
Valuation and Rating Services
Truth – Transparency – Trust
Clear Rating, located in Houston, TX, offers a suite services including bespoke private company valuations, digital securities ratings, and carbon credit ratings. A sound partner at all stages of the business lifecycle, Clear Rating helps companies and investors understand what their investments are worth and how they rate against the competition. From one recent client, “Our Clear Rating report helped us secure the funding we need to grow our business. The team was very responsive and worked with a tight deadline."
Beyond valuations, Clear Rating also offers digital securities ratings and carbon credit ratings. Check out an example of their carbon credit ratings report for FREE by clicking the link below.
Learn More!
FEATURED ARTICLE
Private Equity: A 2024 Pulse Check
As we embark on a new fiscal year, now is an opportune time to provide a market update and forecast the trends likely to shape the private equity (PE) sector in the year ahead.
Sustained Resilience Amidst Economic Uncertainty
Despite economic headwinds, private equity has demonstrated remarkable resilience. According to McKinsey & Company, global PE assets under management (AUM) reached a record $6.3 trillion in 2023, a 7% increase from the previous year. This growth was reinforced by robust fundraising activities and a strong demand for alternative investments amid volatile public markets.
REG A+ FAQs
Which shareholders get liquid first in a Reg A+ offering?
There is no special sequence, no preference. The company itself, and any selling shareholders in an offering are made liquid on a pro-rated basis throughout the offering. So, for example, if an offering is ended at 92% of the maximum goal, then all the selling shareholders in the offering will have sold 92% of the shares that they intended to sell in that offering.
Can I Raise Capital for a Private Equity Fund using Reg A+?
No. A PE Fund or Private Equity Fund is not allowed to raise capital using Regulation A+ because non-accredited investors are eligible to invest in Regulation A+ offerings. Private funds can only take investments from investors that are accredited, and for certain private funds investors must clear additional thresholds naming them Qualified Investors. Therefore, the majority of PE Funds raise capital through Regulation D or Regulation S offerings.
WATCH NOW
See why so many Issuers trust us to facilitate a successful offering.
Watch Video
CONSIDERING A REG A+ OFFERING?
Entoro Capital is a FINRA-registered Broker-Dealer in all 50 states, Puerto Rico, and the District of Columbia. The top choice for a Reg A+ broker-dealer and will answer all your questions. We support Issuers through the entire Reg A+ process from pre-filing preparation, to SEC review, marketing selection, and completion of the offering. Call Entoro today and let our team show you how to Reg A+ the right way.
ENTORO REG A+ CONTACTS
Sean Levine Abdissa Gemechu
Managing Director Director
Entoro Capital, LLC Entoro Capital, LLC
D: +1 917.715.1489 O: +1 713.823.2900
E: slevine@entoro.com E: agemechu@entoro.com
Entoro Disclosure: The information contained herein is not intended as a recommendation and does not constitute an offer to sell or a solicitation of an offer to buy securities. The information contained is for informational purposes only and should not be used as a basis for an investment decision. Entoro offers a variety of brokerage and advisory services and additional information can be found in our client relationship summary (form CRS). Investing involves risk, and there is the possibility of losing some or all your money when investing in securities and related instruments. Investment in Private Securities is highly speculative and illiquid, and investment decisions should only be made if you are able to sustain the loss of the entire investment and if you have no need for liquidity, as you should not assume you will have the ability to resell private securities. Private placement securities are generally only available for sale to accredited investors, as defined in the Securities Act of 1933. Investors should refer to the offering documents for detailed risk factors and considerations associated with private placement investments. Private placements securities have not been registered under the Securities Act, or applicable state securities laws, and are sold in reliance on exemptions from registration under the Securities Act and are therefore not required to comply with specific disclosure requirements that apply to securities registered under the Securities Act, amongst other differences. The Investment products described herein may not be offered for sale in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful or prohibited by the specific offering documentation. Entoro Capital, LLC, is the parent company of OfferBoard, LLC and Entoro Securities, LLC. Entoro Securities, LLC, is registered with the Securities and Exchange Commission (SEC) as a Broker-Dealer and is a member of FINRA and SIPC. Entoro Wealth is registered with the Securities and Exchange Commission (SEC) as a registered investment advisor. Securities offered through Entoro Securities LLC, Member FINRNSIPC. Not FDIC insured, not bank guaranteed, and may lose value.
Complete disclosures can be found at: https://www.entoro.com/disclosures
Entoro Securities Client Relationship Summary (form CRS): https://docsend.com/view/33d5u4kpatp6x92g
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