SEC Form 1-A is an offering statement required by the Securities and Exchange Commission (SEC) for the registration of certain securities that are qualified under Regulation A. This regulation was revised in 2015 to make it more useable and available for offerings up to $50 million. Also known as the Regulation A Offering Statement under the Securities Exchange Act of 1933, SEC Form 1-A is filed to disclose key information to investors as a means of preventing fraud in the sale of the securities that are offered.
Two tiers of offerings fall under Regulation A. They include Tier 1 offerings of securities up to $20 million in a 12-month period and Tier 2 offerings of securities up to $50 million in a 12-month period. Both Tier 1 and 2 issuers are required to file and qualify an offering statement on SEC Form 1-A.
Form 1-A may also be filed confidentially as Form DOS (Draft Offering Statement) similar to DRS (Draft Registration Statements). Any non-public submissions must be publicly filed, or disseminated, no later than 21 calendar days before qualification of the offering statement.
The offering statement is made up of three parts and must be prepared by all entities seeking exemption under Regulation A. Part 1 of SEC Form 1-A must be delivered in XML (eXtensible Markup Language) format. Parts II and III must be provided in standard EDGAR (Electronic Data Gathering, Analysis and Retrieval) format (HTML or ASCII) that adheres to SEC EDGAR filing guidelines.
With nearly 50 years of global regulatory experience, and as one of the first companies to actively engage with the XBRL filing program, Merrill is uniquely qualified to help filers worldwide successfully navigate ever-changing global compliance requirements. With Merrill, you can manage regulatory disclosures with absolute security, precision and accuracy.