Entoro Reg A+ Monthly Newsletter May 01

May 1, 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.

Happy Hour
📅 Date: Thursday, May 2
Time: 5:30 PM - 7:30 PM
📍Location: The Rustic, 1121 Uptown Park Blvd Ste 4, Houston, TX 77056

📅 Date: Friday, May 3
📍Location: Entoro Office, 720 N. Post Oak Road, Suite 400, Houston, TX 77024

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 to secure your spot. We look forward to seeing you in Houston!


Welcome to another edition of our monthly Regulation A+ newsletter. In this month's newsletter, we're thrilled to share some valuable tips for conducting a successful Regulation A+ offering. Whether you're a seasoned issuer or considering your first Regulation A+ raise, these tips will help you navigate the process with confidence and maximize your chances of success.

Tip 1: Start with a Solid Plan

Before diving into your Regulation A+ offering, take the time to develop a comprehensive plan that outlines your goals, target investors, and marketing strategy. A well-thought-out plan will serve as a roadmap for your offering and help ensure that all stakeholders are aligned on objectives and expectations.

Tip 2: Engage Early and Often

Engage potential investors early in the offering process and maintain regular communication throughout. Host investor education workshops, webinars, or informational sessions to provide insights into your company and the investment opportunity. Building relationships with investors early can help generate momentum for your offering and increase investor confidence.

Tip 3: Prioritize Transparency and Compliance

Transparency and compliance are critical for building investor trust and confidence. Ensure that all offering documents and communications are clear, accurate, and comply with SEC regulations. Be proactive in addressing investor questions and concerns, and provide timely updates on the progress of your offering.

Tip 4: Leverage Technology to Streamline the Process

Take advantage of technology to streamline the offering process and enhance investor engagement. Platforms like Entoro's OfferBoard offer innovative solutions for managing and promoting Regulation A+ offerings, making it easier to connect with investors and manage the offering efficiently.

Tip 5: Stay Flexible and Adaptive

The regulatory and market landscape for Regulation A+ offerings is constantly evolving. Stay informed about changes to SEC regulations, market trends, and investor preferences, and be prepared to adapt your strategy accordingly. Flexibility and adaptability are key to navigating the dynamic environment of Regulation A+ offerings.

Tip 6: Seek Professional Guidance

Finally, don't hesitate to seek professional guidance from experienced advisors, legal experts, and broker-dealers like Entoro. They can provide valuable insights, guidance, and support throughout the offering process, helping you navigate regulatory requirements and maximize the success of your offering.


Conducting a Regulation A+ offering requires careful planning, strategic execution, and a commitment to transparency and compliance. By following these tips and leveraging the expertise of industry professionals, you can set yourself up for success and unlock the full potential of your Regulation A+ offering.

Thank you for your continued interest in our newsletter. We hope you find these tips valuable as you navigate the Regulation A+ 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


Capturiant is a global environmental asset authenticator, registry, and exchange operating on a regulated private-sector model utilizing distributed ledger technology (DLT) and warranty coverage. The Capturiant team consists of financially regulated and highly experienced staff fluent in securities, banking, custody, valuation, commodities, and digitalization. With this skillset, we are bringing standardized methodologies and rapid processing to an inefficient and outdated industry.

Capturiant’s business model leverages DLT and warranty coverage to greatly enhance the trust, transparency, quality, tracking, distribution, retirement, and risk management of environmental assets and ESG instruments. Our process and compliance expertise provides exactly the level of trust and transparency issuers, investors, buyers, and sellers need throughout the entire ESG sector and asset class.

Learn More!


History of Reg A, Reg D, and Reg CF

The Evolution of Capital Raising Regulations: Reg A, Reg D, and Reg CF

In the United States, the mechanisms through which companies can raise capital are largely governed by the Securities Act of 1933. Among the myriad of financial regulations, Regulations A, D, and CF stand out as critical pathways for companies seeking funding without undergoing the rigors of a full public offering. These regulations provide structured exemptions that enable companies to access crucial capital markets while balancing investor protection.

Read More!


Can I keep my Reg A+ offering open Continuously?

A continuous offering is one where not all the stock offered is sold at the beginning after the offering is qualified. Some stock is reserved for later sale.
To have a continuous offering the company needs to be current in its annual and semiannual report filing at the time of sale.
You can do a continuous offering (1) for selling shareholders, (2) for a dividend or an employee benefit plan of the issuer, (3) for securities issued upon the exercise of outstanding options, warrants, or rights, for securities issued upon conversion of other outstanding securities, (4) for securities pledged as collateral, or (5) securities that are part of an offering which commences within two calendar days after the qualification date, will be offered on a continuous basis, may continue to be offered for a period in excess of 30 days from the date of initial qualification, and will be offered in an amount that, at the time the offering statement is qualified, is reasonably expected to be offered and sold within two years from the initial qualification date. Most companies will use continuous offerings for selling shareholders and stock that will be sold within the next two years after the offering is qualified.

Note that you cannot sell stock into the market in what is called an “at the market offering.” At the market simply means you are entering sell order into the market just as you would if you were an ordinary shareholder holding free trading stock. You cannot just hit the bid. You have to find a buyer.

Is it Possible To Raise Capital For a Venture Capital Fund Using Reg A+?

Venture Capital Funds that use 60% or more in simple debt for certain specialized loan types and 40% or less in equity holdings, can raise capital through Reg A+. The relevant SEC regulations are Sections 3(c)(5)(A) and (B) of the Investment Company Act.

The key requirement to qualify under Section 3(c)(5)(A) or (B) is that the loans or receivables held by the issuer must have been incurred by the obligor to finance the acquisition of specific goods or services and not for general purposes. If an issuer relies on Section 3(c)(5)(A), the loans and receivables held by the issuer must represent all or part of the sales price of merchandise, insurance or services. If an issuer relies on Section 3(c)(5)(B), the credit extended to the obligor must have been used to pay for specific goods or services. The fact that an obligation is secured by eligible property such as machinery and equipment is not by itself sufficient to permit reliance on Section 3(c)(5)(A) or (B).

This is a specialized type of fund, contact us for more details.


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

Watch Video


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                                                                   Sean Levine

Director – Investment Banking                                        Managing Director
Entoro Capital, LLC                                                       Entoro Capital, LLC
D: +1 832.987.4051                                                         M: +1 917.715.1489
E: msills@entoro.com                                                   E: slevine@entoro.com

Schedule a Free Consultation

Entoro Disclosure: The information contained herein is not intended as a recommendation and does not constitute an offer to sell or a solicitation of an offer to buy securities. The information contained is for informational purposes only and should not be used as a basis for an investment decision. Entoro offers a variety of brokerage and advisory services and additional information can be found in our client relationship summary (form CRS). Investing involves risk, and there is the possibility of losing some or all your money when investing in securities and related instruments. Investment in Private Securities is highly speculative and illiquid, and investment decisions should only be made if you are able to sustain the loss of the entire investment and if you have no need for liquidity, as you should not assume you will have the ability to resell private securities. Private placement securities are generally only available for sale to accredited investors, as defined in the Securities Act of 1933. Investors should refer to the offering documents for detailed risk factors and considerations associated with private placement investments. Private placements securities have not been registered under the Securities Act, or applicable state securities laws, and are sold in reliance on exemptions from registration under the Securities Act and are therefore not required to comply with specific disclosure requirements that apply to securities registered under the Securities Act, amongst other differences. The Investment products described herein may not be offered for sale in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful or prohibited by the specific offering documentation. Entoro Capital, LLC, is the parent company of OfferBoard, LLC and Entoro Securities, LLC. Entoro Securities, LLC, is registered with the Securities and Exchange Commission (SEC) as a Broker-Dealer and is a member of FINRA and SIPC. Entoro Wealth is registered with the Securities and Exchange Commission (SEC) as a registered investment advisor. Securities offered through Entoro Securities LLC, Member FINRNSIPC. Not FDIC insured, not bank guaranteed, and may lose value.

Complete disclosures can be found at: https://www.entoro.com/disclosures
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