Mina Mar Group

Blank-check company is development stage company without specific business plan or purpose or that has business plan to engage in a merger or acquisition with an unnamed company. These type of companies are bound by Securities and Exchange Commission Rule 419 to protect investors therefore they may be subjected to additional requirements if they are registering securities for public offering. Because SEC views them as penny stock  or microcap stock there is more rules and restrictions imposed upon them. For instance blank-check companies are not allowed to use Rule 504 of regulation D that exempts companies from registration of securities for offerings up to $1 million. Companies are also required to fully disclose all terms and condition of the offering. Popular type of blank-check company is special purpose acquisition company (SPAC), created to pull funds in order to finance merger or acquisition within certain time frame. It is publicly listed company that rises money...

Simply put general solicitation is an act of marketing capital raise publicly, but things are mot that simple. General solicitation is not precisely defined in statues and rules so Securities and Exchange Commission (SEC) takes case by case approach in case of violation "no general solicitation' requirement of Rule 506(b). It all started with JOBS Act in 2012, with purpose to make securities regulations friendlier form small businesses. General solicitation was banned since 1933 and Securities Act of 1933 in order to protect investors from scams and frauds. The Jobs Act required from SEC to amend existing and create new exemptions that will permit issuers of securities to raise capital without SEC registration. On July 19, 2013 SEC adopted amendments to Rule 506 of Regulation D. Another Rule of the same regulation, 506(b) provided issuer with conditions to rely on in order to met requirements of Section 4(a)(2) of Securities Act that exempts from registration "tr...

On July 10, 2013 the Securities and Exchange Commission adopted bad actor disqualification provision for Rule 506 of Regulation D under Securities Act of 1933, to implement Section 926 of Dodd-Frank Wall Street Reform and Consumer Protection Act. The disqualification and related disclosure provision appear as paragraphs (d) and (e) of Rule 506, of Regulation D. The Bad Actor rule prohibits company (the issuer) to use registration exemption if the issuer or any other associated person has been convicted of or subjected to judicial or regulatory sanctions for certain violation of U.S law. Exemption from registration under Regulation D helps thousand of businesses to raise capital worth billions of dollars. T he “Bad Actor” rule is codified as new paragraphs (d) and (e) to Rule 506.  Rule 506(d) provides that the exemptions in Rule 506(b) and Rule 506(c) are not available if the issuer or any associated person is statutorily disqualified. This includes all of the following: ...

Jumpstart Our Business Startups Act or JOBS Act is a law that former president Barack Obama signed on April 5, 2012. The purpose of the act is to increase ability of small businesses to raise capital and generate jobs but also improve financial opportunities for all American citizens and not just wealthy investors. Of all seven titles of the bill Title III that refers to crowdfunding drew most attention. Provisions of the bill made easier for companies go public but also to raise capital and stay private longer. Act defined the term emerging growth company as a company that has less than $1 billion total annual gross revenue in recent fiscal year. The JOBS act provided such businesses with temporary relief from certain SEC requirements which made taking your company public a lot easier. The most significant relief are the exemption from audit of internal controls required under Section 404(b) of the Sarbanes-Oxley Act of 2002. It allowed new exemptions from registratio...

Rule 506b of Regulation D is considered as a 'safe harbor under section 4(a)2. Companies conducting an offering can raise unlimited amount of money and can sell securities to an unlimited number of accredited investors. An offering under rule 506b is subjected to following requirements: No general and internet  solicitation  is allowed. Marketing is limited, only to known investors. Securities cannot be sold to more than 35 non-accredited investors. There is no limitation on accredited investors. Private placement memorandum is not required but it is typically used if all investors are accredited. To non-accredited investors must be provided with disclosure that generally contain the same information as provided in registered offering. Financial statements are required for non-accredited investors. It may differ depending on the offering which are placed in three categories: offerings up to, $2 million, $7.5 million and offering above $7.5 milli...

In the United States under the Securities Act of 1933 any offer to sell securities must be registered with Securities and Exchange Commission (SEC) or meet certain qualifications to exempt them from such registration. Regulation D (Reg D) contains the rules providing exemption from registration requirements allowing smaller companies to offer and sell securities without the having to register them with SEC. Reg D allows companies to obtain funds faster and avoid costs of registration which many small companies could not bear. The SEC earlier placed many restrictions upon private placement transaction. Those restriction referred to type and limited number of investors, solicitation and reselling of securities. Regulation D was adopted in 1982 and has been revised several time since then. It has various rules prescribing qualifications needed to meet exemption from registration requirements, numbered 501 to 508. Rule 501 contains contains definitions that ...

Private placement refers to offering and selling shares in a company to a small group of buyers. The buyers are typically sophisticated investors like banks, pension funds, mutual funds, insurance companies and very wealthy investors. In the United States private placement  are subject to Security and Exchange  Commission regulation under the Securities and Exchange Act of 1933. Private placement is different from public offerings where the securities are sold on the open market to any investor. Private placement is considered a cost-effective way of raising capital without going public through IPO. Companies that want to organize public placement event don't have to be registered with the SEC if certain private placement offering requirements are met. These requirements are specified in a SEC rule called Regulation D. It also doesn't require prospectus, instead private placement are sold using a private placement memorandum and cannot be broadly marketed to the...

As a response to the 2008 nationwide housing market crisis, congress passed the "Jumpstart Our Business Startup Act"  (JOBS Act) on April 5, 2012. Regulation A existed prior to the JOBS Act it was primarily focused on a small businesses and often went unused because of the $5 million offering limit.Updated Regulation A, sometimes called Reg A+ allowed more flexibility and higher raises in capital. Regulation A  (Reg A) is an exemption from registration requirements instituted by the Security Act of 1933. Companies utilizing exemption are given certain advantages over companies that must fully register. This allows qualifying companies to raise capital from the public without taking an excessive cost and legal  requirements needed for a traditional IPO. Originally the offering was exempt under Reg A if the securities sold in year value 5 million or less, the issuer files offering statement with the SEC, the issuer must give buyers documentation s...