Entoro Reg A+ Monthly Newsletter April 03

April 3, 2024



Join us at Entoro Capital's exclusive workshop on "Reg A and Crowdfunding" in Houston, Texas, on May 3, 2024. Tailored for legal professionals, marketers, and forward-thinking issuers keen on leveraging Reg A and Reg CF crowdfunding, with a focus on Reg A. Network with peers and potential issuers.

📅 Date: May 3rd
📍 Location: Entoro Capital Offices, Houston, Texas

Interested in speaking? Let us know!

Topics include:

  • Reg A essentials
  • Crowdfunding campaign best practices
  • Legal compliance
  • Marketing strategies
  • Networking with industry leaders
  • Proposed issue amount increases

Expand your knowledge and network. RSVP with Morgan msills@entoro.com by April 19, 2024, to secure your spot. We look forward to seeing you in Houston!


In this edition of our newsletter, we're delving into an important aspect of Regulation A+ investing: secondary market liquidity options. While Regulation A+ offerings provide investors with an opportunity to participate in early-stage companies, navigating secondary market liquidity can be a key consideration for investors looking to buy or sell their shares after the offering. Here's what investors need to know about secondary market liquidity options in Regulation A+:

Understanding Secondary Market Liquidity:

  1. Traditional Secondary Markets: In traditional secondary markets, such as stock exchanges or over-the-counter (OTC) markets, investors can buy and sell shares of publicly traded companies. However, many Regulation A+ offerings do not list on traditional exchanges, limiting secondary market liquidity options for investors.
  2. Alternative Trading Systems (ATS): Some Regulation A+ offerings may list on alternative trading systems (ATS), which are platforms that facilitate the trading of privately held securities. ATS platforms provide investors with an avenue to buy and sell shares outside of traditional exchanges, potentially enhancing secondary market liquidity.
  3. Matchmaking Platforms: Another option for investors seeking secondary market liquidity is matchmaking platforms that connect buyers and sellers of private securities. These platforms may offer negotiated transactions or auctions to facilitate the transfer of shares between investors.

Factors to Consider When Evaluating Secondary Market Liquidity Options:

  1. Accessibility: Consider the accessibility of secondary market liquidity options and whether they align with your investment goals and preferences. Some platforms may have eligibility requirements or restrictions on who can participate in trading.
  2. Transparency: Evaluate the transparency of secondary market liquidity options, including fees, trading volumes, and pricing mechanisms. Transparency can help investors make informed decisions about buying or selling shares.
  3. Regulatory Compliance: Ensure that secondary market liquidity options comply with relevant securities regulations and investor protection measures. Look for platforms that prioritize compliance and adhere to regulatory standards.
  4. Market Dynamics: Assess market dynamics and liquidity conditions on secondary market platforms. Factors such as trading volumes, bid-ask spreads, and market depth can impact the ease of buying and selling shares.


Navigating secondary market liquidity options is an important consideration for investors participating in Regulation A+ offerings. By understanding the available options, evaluating key factors, and conducting thorough due diligence, investors can make informed decisions about buying or selling shares on secondary markets.

Thank you for your continued interest in our newsletter. We hope you find this information valuable as you navigate the Regulation A+ investment landscape.


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.

Invest Here


In this edition of our newsletter, we shine a spotlight on 1transfer, a vanguard in the realm of financial technology. As a SEC-registered Transfer Agent, 1transfer is pioneering the future of securities management through its innovative use of blockchain technology. Their expertise lies in offering comprehensive, end-to-end solutions for issuers to efficiently manage securities on the blockchain. Utilizing the advanced Hedera Hashgraph blockchain, 1transfer employs smart contracts to streamline the complexities of issuing, managing, and trading securities. Their platform is a testament to the potential of blockchain in enhancing transparency, efficiency, and global access in the securities industry, equipped with robust tools for ensuring compliance with critical regulatory mandates like KYC (Know Your Customer) and AML (Anti-Money Laundering).

Why does 1transfer stand out in the crowded fintech landscape? The answer lies in their unwavering commitment to collaboration, standardization, and innovation. By fostering a consortium that emphasizes commonality, 1transfer enables members, clients, and partners to eschew redundancy, saving invaluable time, money, and energy.

Learn More!


Post-Offering Reporting Essentials for Issuers

Regulation A+ (Reg A) and Regulation Crowdfunding (Reg CF) offerings serve as critical avenues for companies to raise capital. However, the conclusion of these offerings does not signal the end of responsibilities for issuers. Understanding and adhering to ongoing reporting obligations enforced by the Securities and Exchange Commission (SEC) is paramount for maintaining regulatory compliance and investor trust. This comprehensive guide aims to assist issuers in efficiently managing these requirements.‍

Understanding Your Reporting Obligations:

Issuers under Reg A and Reg CF are subject to distinct reporting obligations. Tier 2 Reg A issuers must file annual reports (Form 1-K), semi-annual reports (Form 1-SA), and current event reports (Form 1-U) with the SEC. Conversely, companies operating under Reg CF are obligated to file an annual report (Form C-AR) and provide event updates.

Read More!


What disclosures are required in a Regulation A Plus offering?

Regulation A+ requires detailed disclosures that are similar to but far less extensive than for a traditional public offering under the oversight of the SEC. Think of the RedHerring (TM) that you may have seen or heard of.  But with simpler requirements. The process of filing for permission from the SEC to make a Reg A+ offering involves online work using EDGAR.  Form 1A is the document that must be filed with the SEC. Dealing with the SEC is likely to be a multi-step process.

After funding, your company will be required to make regular financial disclosures to the SEC, but they are far less demanding than those required today for a public company on the NASDAQ or NYSE. Companies that make Tier 2 offerings are required to file financial results with the SEC twice per year, and any material change must be posted when it occurs. We will post detailed instructions and videos about dealing with the SEC, and we will offer services to assist you.

Companies that use Tier 1 are not required to make ongoing reports to the SEC, and they do not have to file audited financials prior to the offering. They are required to report material changes in the status of their business to the SEC when they occur.

How many investors am I allowed to have in my company with Regulation A+?

There is no actual limit that we are aware of, to the number of investors. We have been advised by experts* that when an issuing company (the company selling its shares) issues its shares in "Street Name", which means that the shares are held by one stock broker, and represented electronically in the investor's brokerage account, then the stockbroker becomes the single Shareholder of Record for the Reg A+ issued shares, and since Section 12(g) applies to the count of Shareholders of Record, the number limit will not normally exceed the trigger of 500 below.
An issuing company that does not take the step described above, and that exceeds Section 12(g)’s 500 holders threshold and had a public float of less than $75 million as of its most recently completed semiannual period (or for an issuer without a public float, annual revenues of less than $75 million as of its most recently completed fiscal year, would be granted a two-year transition period before being required to register its securities under Section 12(g).

Regulation A+ provides an exemption for securities issued in a Tier 2 offering from the registration requirements of Section 12(g) of the Exchange Act as long as the issuer hires a registered transfer agent, remains subject to and current in its Tier 2 periodic reporting obligations, and had a public float of less than $75 million as of its most recently completed semiannual period (or for an issuer without a public float, annual revenues of less than $75 million as of its most recently completed fiscal year).

*Please consult your attorneys.


See why so many Issuers trust us to facilitate a successful offering.

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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.


Morgan Sills                                

Director – Investment Banking                                  
Entoro Capital, LLC                                                      
D: +1 832.987.4051                                                      
E: msills@entoro.com  

Sean Levine

Managing Director

Entoro Capital, LLC

M: +1 917.715.1489

E: slevine@entoro.com