Sec Form 1a Regulation A Offering Statement (Page 2 of 29) in pdf

(b) Descriptions of where the information incorporated by reference or cross-referenced can be found must be

speciﬁc and must clearly identify the relevant document and portion thereof where such information can be

found. For exhibits incorporated by reference, this description must be noted in the exhibits index for each

relevant exhibit. All descriptions of where information incorporated by reference can be found must be accom-

panied by a hyperlink to the incorporated document on EDGAR, which hyperlink need not remain active after

the ﬁling of the offering statement. Inactive hyperlinks must be updated in any amendment to the offering state-

ment otherwise required.

information includes an incorporation by reference to another document. Incorporation by reference to docu-

ments not available on EDGAR is not permitted. Incorporating information into the ﬁnancial statements from

elsewhere is not permitted. Information shall not be incorporated by reference or cross-referenced in any case

where such incorporation would render the statement or report incomplete, unclear, or confusing.

(d) If any substantive modiﬁcation has occurred in the text of any document incorporated by reference since

such document was ﬁled, the issuer must ﬁle with the reference a statement containing the text and date of such

modiﬁcation.

IV.

Supplemental Information.

The information speciﬁed below must be furnished to the Commission as supplemental information, if

applicable. Supplemental information shall not be required to be ﬁled with or deemed part of the offering state-

ment, unless otherwise required. The information shall be returned to the issuer upon request made in writing at

the time of submission, provided that the return of such information is consistent with the protection of inves-

tors and the provisions of the Freedom of Information Act [5 U.S.C. 552] and the information was not ﬁ led in

electronic format.

(a) A statement as to whether or not the amount of compensation to be allowed or paid to the underwriter has

been cleared with the Financial Industry Regulatory Authority (FINRA).

(b) Any engineering, management, market, or similar report referenced in the offering circular or provided for

external use by the issuer or by a principal underwriter in connection with the proposed offering. There must

also be furnished at the same time a statement as to the actual or proposed use and distribution of such report or

memorandum. Such statement must identify each class of persons who have received or will receive the report

or memorandum, and state the number of copies distributed to each such class along with a statement as to the

actual or proposed use and distribution of such report or memorandum.

tions contained in the offering statement or any correspondence to the staff.

Correspondence appropriately responding to any staff comments made on the offering statement must

also be furnished electronically. When applicable, such correspondence must clearly indicate where changes

responsive to the staff’s comments may be found in the offering statement.

PART I—NOTIFICATION

The following information must be provided in the XML-based portion of Form 1-A available through

the EDGAR portal and must be completed or updated before uploading each offering statement or amendment

thereto. The format of Part I shown below may differ from the electronic version available on EDGAR. The

Sec Form 1a Regulation A Offering Statement Page 2