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Zachary Robins answered 4/20/2020
Does the SEC track the crowdfunding investor limits ($2,200 in 12 month period) and what happens if you go over he limit?
SEC does not track individual investor limits, rather it is incumbent on investors to be compliant with the law. If investors exceed the applicable amount, they may be subject to penalties under the law as well as exposing the issuer to securities violations.
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Why would you recommend regulated JOBS Act crowdfunding over Securitized Token Offers (STOs)?
The real question is:
What makes you think that Securitized Token Offerings (STOs) aren't regulated crowdfunding?
Crowdfunding consist of 3 elements:
1. A human looking for money
2. Goes on the internet and ask strangers for money
3. In exchange for their good, product, servi... more
The real question is:
What makes you think that Securitized Token Offerings (STOs) aren't regulated crowdfunding?
Crowdfunding consist of 3 elements:
1. A human looking for money
2. Goes on the internet and ask strangers for money
3. In exchange for their good, product, service or use/equity/obligation for using their good, product or service.
If you do "unregulated" crowdfunding, good luck. Thats called an "ICO". Where as an "STO" doesn't actually exist and is just a fancy marketing term for debt/equity crowdfunding. How do STOs not exist? There is no such thing as a "token offering". It was a term made up by a lawyer or a marketer to attempt to add sexiness or gray area to existing JOBS Act regulations. Its like saying "I'm going to securitize a gummy bear offering." What is a "gummy bear offering"? Its the same thing as a token offering. Its a made up financial instrument that ultimately is crowdfunding. Whether its donation, debt, equity or royalty when you use the internet to solicit support, from strangers, thats crowdfunding.
Here are 2 videos that provide additional context.
Love the question and keep them coming!
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Thought Experiment: What do you think Facebook would be like today if it had initially raised the capital it needed via fundraising instead of via traditional VCs?
Great question. I'll substitute the word "crowdfunding" under the meaning given by the SEC in Regulation Crowdfunding (Reg CF) for the word "fundraising" in your question as I suspect that is the import of your question.
Facebook would be radically different if it had been financed in its earliest d... more
Great question. I'll substitute the word "crowdfunding" under the meaning given by the SEC in Regulation Crowdfunding (Reg CF) for the word "fundraising" in your question as I suspect that is the import of your question.
Facebook would be radically different if it had been financed in its earliest days by hundreds of college students instead of by venture capitalists. It would have led to a more user-focused rather than advertiser-focused platform because the users would be owners.
I'd like to think we'd have all the best parts of Facebook without the worst parts.
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What do you think of Facebook's cryptocurrency plan with Libra?
"What is Facebook's cryptocurrency plan with Libra?"
Short answer: Global Domination.
Long answer: Well, it depends...
First let's break down the question. "Facebook's cryptocurrency plan..." Facebook doesn't have a cryptocurrency plan. It has a business plan that its leverag... more
"What is Facebook's cryptocurrency plan with Libra?"
Short answer: Global Domination.
Long answer: Well, it depends...
First let's break down the question. "Facebook's cryptocurrency plan..." Facebook doesn't have a cryptocurrency plan. It has a business plan that its leveraging decentralized ledger "like" technology to implement. The question really is, "What is Facebook's plans for growth in the 2020s?". That is a much easier answer. Facebook's growth plan for the 2020s is to grow.
How will Facebook use Libra Coin to grow?
Libra Coin isn't a crypto nor a currency. At best it is an encrypted coupon. Its not a cryptocurrency because the term "cryptocurrency" implies some manner of decentralization. Libra Coin is about as decentralized as a black hole. That said, along with folks like Ripple, EOS, etc..., Facebook will push and evolve the very definition of "cryptocurrency" to mean whatever makes the most sense for their lobbying efforts. One of the benefits of being a multinational, billion dollar corporation and media conglomerate is that you can literally define people's reality worldwide, in the push of a button.
So, yes. In the future everyone will "know" that Libra Coin is a cryptocurrency. Because Facebook has said so. In that respects, Libra Coin will also be a currency. Why? Again, Facebook's lobbying arm will tell governments around the world, one donation (bribe) at a time, that it is. Libra Coin is a currency because Facebook says it is. Tada! Facebook's cryptocurrency (which is really a coupon) gets recognized and adopted as a means of transacting, globally.
That helps Facebook grow. Not since the Dutch East India Company and the Hudson Bay Company have private corporations had the the "legal" right to mint their own money. Gaining recognition as a "currency", a global thing of value created out of thin code, is what helps Facebook grow. The additional layer of financial data, combined with the best practices of current surveillance capitalism, will put Facebook in the unprecedented position of not only being able to influence the outcomes of elections...But take it a step further and pay for the outcome...with its own money. And by Facebook's "own money", I literally mean, its OWN money #LibraCoin.
Mark Zuckerberg is on the precipice of becoming this century's Boss Tweed and Facebook this generation's Tammany Hall. But its not just about the politics. Its about the money. After all, money is the fuel of political capital. What will this private, Switzerland based, corporation with hundreds of billions of "real dollars" and the ability to mint new money out of thin code, do with its new found power?
The short answer is: Global domination.
The long answer is: Well, it depends...
Hyperbole aside (of which I feel there is zero in the above) Facebook having the ability and legal right to create it's own currency is a threat to US National Security and global security. Why? How? That could never be? What happens when Huawei or WeChat decides to introduce their own "cryptocurrencies"? Or better yet, some Russian backed company? Now ask yourself how you feel about the idea of a private corporation being able to mint it's own money. After all, what could possibly go wrong? They're just humans with the best intentions, right? #CorporationsArePeople #CitizensUnited
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What does it mean for crowdfunding issuers to be able to "test the waters"? What does it mean for crowdfunding issuers to be able to "test the waters"?
Title III Crowdfunding does not necessarily allow test the waters, however Regulation A and other forms of offerings do. In general testing the waters involves obtaining non-binding solitications of interest from potential investors in an offering. By testing the waters and determining... more
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If a company that wants to crowdfund is starting from scratch, what's the best way to build your audience?
That's a great question! It really depends on a few things:
-What type of crowdfunding are they looking for? Rewards-based, donation-based, or securities (equity or debt)-based? Answering this will make it easier to understand what type of platform to look for.
-What is their goal with the campa... more
That's a great question! It really depends on a few things:
-What type of crowdfunding are they looking for? Rewards-based, donation-based, or securities (equity or debt)-based? Answering this will make it easier to understand what type of platform to look for.
-What is their goal with the campaign? From a fianncial standpoint, you may want to consider what the unit price will be per product and the demographic that can afford that product.
-Is there anything about the product or service that would limit it to certain demographics or that you have to have another product in order to use it? For example, if it's a smartphone mobile app, you may want to consider limiting your exposure to those with smartphones.
To get a little more in the weeds on actually constructing an audience, I'd first start with asking yourself what your customer avatar should look like and expand from there. Maybe you're selling running shoes, so your first thought is only appeal to runners. While the may be a very immediate market to address, consider other things outside of just "enthusiasts". Think of how many people purchase running shoes that just want to be active, wear them for fashion, support that bradn, etc.
Next I'd look at the success of response rate and product turnover from your current social media following and email leads. Their praise, frustrations, even demographic make-up will not only tell you how to better market your product but who you may/may not have left out of advertising to.
Then I'd start constructing these audiences in paid advertising, particularly Facebook and Instagram and start testing ads to these audiences. After about a week's time you'll start to get a much better idea of what does work best.
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What are the minimum revenues that a company would usually have before considering a "Slow PO" on OTC?
There are a number of pre-revenue companies that have gone this route. So the answer is there is no “Minimum” per se.
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Can you explain how overallotment options are typically used?
Generally, the underwriter has the ability to purchase additional registered shares from the Company. For example, assume the Company registers 1 mil shares and an additional 150,000 overallotment. The underwriter could just oversell the offering at the beginning and take down the enti... more
Generally, the underwriter has the ability to purchase additional registered shares from the Company. For example, assume the Company registers 1 mil shares and an additional 150,000 overallotment. The underwriter could just oversell the offering at the beginning and take down the entire 1,150,000 on day one. The underwriter could take down the initial 1 mil on day one and then if the price is going up and the offering has interest, it could keep selling even though it doesn't techically own the 150,000 yet (technically going short) and then cover the short position by buying direct from the company at the IPO price. The overallotment helps the underwriter continue to stablize the price of the stock, post closing.
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Are Reg A+ offerings exempt from individual state “blue sky” laws? Are Reg A+ offerings exempt from individual state “blue sky” laws?
Federal law pre-empts state blue sky law for Tier 2 Regulation A+ offerings. However, even when the state's are prohibited from requiring registration processes, they can require a notice filing and the payment of a fee. Each state does require such notice filing and payment ... more
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Compliance is a hassle. In addition to handling registered agent needs, can Computershare alleviate administrative burdens.? Compliance is a hassle. In addition to handling registered agent needs, can Computershare alleviate administrative burdens.?
The short answer is, yes! Computershare offers its clients a wide range of tools and services designed to do just that. For example, our transfer agency customers rely on us to properly and securely manage their investor records, transactions, payments and communications. If a company would prefer... more
- Regulations & Compliance