Regulation D 506 Unlimited Amount
SPAC Capital Formation / 1-15-08 (below)
A publicly-traded buyout firm raises money, pursues acquisition of existing company.
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Enables High-Tech Companies To Raise Capital, Grow To NASDAQ
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At VistaWEB, we’re changing the face of Investment Banking with a ground-breaking architecture with multiple platforms to list New Issues and raise expansion capital. We raise funds for high-tech Public and Private companies for equity capital, debt and convertible debt to equity for R&D, new product development, plant & equipment and acquisitions:
C A P I T A L * F U N D I N G
Direct Public Offering
ATS Electronic Market* SEC & NASD Regulated
Institutional Debt Financing Convertible Securities
VistaWEB Capital Market drives securities distribution for listing on NASDAQ
and ATS Securities Market*, SEC Regulated
ATS Features: Matches Investor Buy/Sell Offers, No Market Makers,
No Short Selling, "After-Market" Liquidity, No Spreads, No Margin Buying.
For Merit Review & Capital Funding Engagement
Self-underwritten public offerings are permissible under federal and state
securities laws. A company need not employ the services of an underwriter to
register shares of its capital stock with the U.S. Securities and Exchange
Commission or the securities commission of any state or to distribute such
shares to the public once registered.
A company can effect registration, sales and distribution on VistaWEB.
Considerable care, however, must be taken such that a company's officers and
directors who attempt to sell securities are not deemed to be brokers under
Sec. 3(a)(3) of the Securities Exchange Act of 1934, as well as state
securities laws.
With certain exceptions, the decision to self-underwrite an offering has
little impact on the registration process. The registration statement
still must be filed, inclusive of the facing sheet, Part 1 - Information
Required in Prospectus, Part II - Information Not Required in Prospectus,
Signature, and Consents.
Comment letters will still be generated from the S.E.C. and amendments filed
by a company responsively. The red herring pre-effective prospectus may
still be utilized in conjunction with early marketing strategies. Blue Sky
considerations are scaled back a bit insofar as Blue Sky comments usually
concern underwriting terms.
A hybrid situation may be Syndicated with VistaWEB and Broker-Dealers.
A company can enter into an Equity Capital Funding with VistaWEB and also syndicate with broker-dealers to assist in placing shares.
SPAC Capital Formation
A publicly-traded buyout firm raises money, pursues acquisition of existing company.
SPACs raise blind pool money (most of which goes into a trust) from the public for an unspecified merger, sometimes in a targeted industry. Each SPAC is typically sold at $6 per unit for one share of common stock (to be publicly-traded in the future) and two warrants that can purchase additional shares. If an acquisition is not made in two years, the money is returned to the original investors.
IPO Registration to raise an unlimited amount.
Requires two years Certified Financial statements.
Should an issuer elect to raise money (maximum: $5,000,000) under Regulation A
(technically an exemption from federal registration requirements), the rules
change a bit.
Regulation A allows for general solicitation, imposes no sophistication or
wealth criteria, is open to an unlimited number of investors, and imposes no
resale restrictions.
Post-offering, the issuer need not file periodic reports pursuant to Section
13 of the '34 Act (unless required to do so because of the number of
shareholders and asset values pursuant to Section 12(g) of the '34 Act).
Unfortunately some states, such as Florida for one example, do not exempt
Registration A offerings from state registration requirements, subjecting
Registration A issuers to merit review.
The Form U-7 Small Corporate Offering Registration (SCOR) to $1 million,
adopted in 1989 by the North American Securities Administrators Association,
with its simplified disclosure format, may be used. A limited pre-filing and
pre-offering solicitation of interest - "testing the waters" - is allowed.
Financial statements need not be audited.
*ATS - S.E.C. & NASD Regulated Marketplace, independently owned Registered Trading System
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