SEC Division of Corporation Finance Issues New C&DIs on “Regulation A+”
The Securities and Exchange Commission’s (SEC) Division of Corporation Finance (Division) recently issued three new Compliance and Disclosure Interpretations (C&DIs) related to so-called “Regulation A+.”
The new C&DIs address the following issues (among others):
C&DI 182.21 provides that a Regulation A issuer that registers a class of its securities pursuant to the Securities Exchange Act of 1934 on a Form 8-A concurrently with (i.e., within five days after) the qualification of a post-qualification amendment to a Form 1-A must include in the post-qualification amendment financial statements that are current at the time the post-qualification amendment is qualified. The full text of this C&DI can be found here.
In C&DI 182.22, the SEC explains that, if a Regulation A issuer’s qualified Form 1-A did not contain financial statements for the preceding full fiscal year preceding the fiscal year of effectiveness of the Form 8-A (filed concurrently with the qualification of a post-qualification amendment to the Form 1-A), the staff of the SEC (Staff) would not object if the issuer files the Form 10-K for the fiscal year preceding the fiscal year in which the Form 8-A went effective within 90 calendar days after effectiveness of the Form 8-A. The full text of this C&DI can be found here.
In C&DI 182.23, the SEC explains that, if a Regulation A issuer’s qualified Form 1-A did not contain financial statements for one or more quarterly periods following the most recent annual or semi-annual period for which financial statements were included in the Form 1-A and that were completed prior to the Form 8-A becoming effective, the issuer is required to file a quarterly report for each such quarterly period, and the Staff would not object if the issuer files a Form 10-Q for each such quarterly period within 45 days after effectiveness of the Form 8-A. The full text of this C&DI can be found here.
The Division has further updated its C&DIs to reflect updates for the amendments to Rules 147 and 504, the repeal of Rule 505, and non-substantive changes throughout the Rule 147 and Regulation D C&DIs based on the SEC’s current rules (e.g., changes to correct outdated rule and statutory references).