林永青简评：《JOBS》法案第4修正案，美国众融从业者们称其为：《A+修改案》
为了促进就业和鼓励创业，美国人民豁出去了！——本文结稿时，正赶上3月25日美国SEC（证券交易委员会）颁布了《JOBS法案》的《众融A+修正案》，业界人士惊呼此里程碑式的修正案将永远改变美国的金融业！2014年底，当所有众融业先锋人物都在为美国SEC没有出台《A修改案》而惋惜的时候，2015年开春，他们却惊喜地收获了更为开放的《A+修正案》高调推出！
新修正案的开放尺度之大，我称其为“5个取消”——
1、取消了众融投资人资质的审核限制；即任何人都可以进行众融投资。
2、取消了众融项目只能面向个别人“私募”的限制，而转向可以针对大众进行“公募”。
3、取消了单个项目的融资额上限；设想一个场景：最高5千万美元的投资，完全可以使一个创业项目顷刻间变成一场面向公众的小型IPO！。
4、取消了单个众融投资人的投资总额的上限；当然，“股市有风险，入市需谨慎”。
5、取消了投资项目不能进行媒体广告等公共宣传、公共传播的限制。
——美国政府颁布的法规，从来都是全球战略导向；相信其它主要经济体将立刻跟进修改各自法规，否则全世界的优秀项目、人才和资金都将大量涌向美国！
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附文参考：
作者：美国CROWDFUNDER.COM创始人 CHANCE BARNETT
简译：林永青
The SEC美国证券交易委员会 has, after three long years, finally moved on rulings that allow everyday citizens (non-accredited investors非认证投资人) to participate in equity crowdfunding and investment in private startups and small businesses.
The long awaited promise of democratizing investment in startups & small businesses in the U.S. through equity crowdfunding laws is about to be fulfilled. These new rulings come under Title IV of the JOBS Act and will done initially through what are called Regulation A+ investment offerings.
In this post I’ll share a brief history of equity crowdfunding laws including an infographic, details on how the new Title IV / Regulation A+ offerings that include non-accredited investors work, and the impact these changes will bring to the landscape of private investing and fundraising.
A Brief History of the JOBS Act and Equity Crowdfunding
JOBS法案及股权众融简史
It was three years ago that the JOBS Act was voted into law by Congress and signed by President Obama on April 5th of 2012.
While implementation of the JOBS Act was mired by regulators at the SEC, Title II of the JOBS Act was the first portion of equity crowdfunding laws implemented in September of 2013. This portion of the equity crowdfunding laws allowed for public advertising of fundraising. However, it restricted the right to invest to Accredited Investors (wealthier investors) and left everyday citizens out in the cold.
In the first year of equity crowdfunding under Title II we saw this new capital market grow from nothing to an estimated $250M+ in funding raised publicly online.
Shortly after Title II was passed, the SEC came out with a proposal for Title III of the JOBS Act which was the part of the legislation that aimed to allow everyday citizens, or non-accredited investors, to invest through equity crowdfunding. Since then, Title III rulings completely stalled, and many felt they were dead on arrival.
Fast forward to today and we’re, at long last, about to bring non-accredited investors into the new capital market for equity crowdfunding. The new Title IV rulings / Regulation A+ offerings will become actionable after roughly 60 days, following publication in the Federal Register.
With this historic ruling by the SEC, early stage investment is moving further online and being truly being democratized by allowing the general public to invest.
Click to view Infographic: History of Equity Crowdfunding
点击查看股权众融历史数据
Regulation A+: Equity Crowdfunding With Non-Accredited Investors
The new rules for Regulation A+ offerings which include non-accredited investors are broken up into two tiers (alternatives) that allow companies to raise up to either $20,000,000 or $50,000,000.
Regulation A+ broadens the definition of “qualified investors” to include non-accredited investors, though there are clear caps on how much they can invest. Non-accredited investors can invest a maximum 10% of their income/net worth per year, protecting these often less experiences investors and making it so that they can’t “lose it all” with a single crowdfunded investment.
Once the rules become actionable in roughly 60 days, entrepreneurs will be able to start raising money from “the crowd.” Prior to these new rulings, only qualified / accredited investors could invest. Accredited investors are individuals who earn more than $200,000 per year or have a net worth of over $1,000,000, or entities with over $5M in assets.
Regulation A+ Offerings: Tier I第一层级2千万美元
Tier I of Regulation A+ allows companies to fundraise up to $20,000,000 from both accredited and non-accredited investors. Tier I offerings will not have state pre-emption (as is the case under Title II 506(c) offerings), but rather will fall under a NASAA Coordinated Review (state-related requirements and review). However, while subject to formal review with state regulators, Tier I raises will not be required to perform formal audits and annual reporting as required under Tier II offerings.
Regulation A+ – Tier II第二层级5千万美元
Tier II of Regulation A+ offerings allow you to raise up to $50,000,000 from both accredited and non-accredited investors. The biggest difference between Tier I and Tier II (other than amount of money you can raise) is pre-emption on Blue Sky Laws, removing requirements to register the offering in each state you sell securities. More significantly, Tier II offerings will be required to have audited financials and annual reporting requirements.
Since Tier II pre-empts state law, it is likely to be the favored tier of Regulation A+ and become more widely adopted by startups and small businesses.
How Regulation A+ Offerings Essentially Work
For companies utilizing Tier II of Regulation A+ offerings, in short companies will prepare all of their final offering documents and have an audit performed on them and their financial statements. They then submit a Form 8a short-form to the SEC and file it electronically via EDGAR online. Once approved, their deal can go live and take in non-accredited investment online utilizing equity crowdfunding platforms like the one I run.
The Future of Investing in Startups & Equity Crowdfunding
创业公司及股权众融的未来
I don’t believe angels and VCs will be “disrupted” and displaced by equity crowdfunding yet, in the short and medium term. Rather, I know that great companies are built over time by incredible founders and by the investment and guidance of experienced and seasoned investors who can truly add value. (I stress that last part).
从中短期来看，我不相信天使投资或VC将被股权众融所完全颠覆。我宁可相信伟大的公司需要长时间工作的由了不起的创始人所创建，也需要资深投资人所提供的经验和附加价值。
To understand the story of how equity crowdfunding will play out in the future, it’s helpful to look at the early stage startup market through some of the numbers…
Right now we have a VC investment market that is about $30 Billion annually, and an angel investment market that is roughly $20 Billion annually.
今天VC投资市场的年度规模大约300亿美元；而天使投资的市场大约200亿美元。
There are also roughly 8 million total accredited investors in the US today, of which an estimated 3% who have ever invested in a startup.
美国大约有8百万认证投资人，其中的3%有参与创业投资。
More broadly across all early stage private investing, there are roughly $1.2 Trillion in total private placements done each year in the US.
更宽泛的早期私人投资年度规模，大约在1.2万亿美元。
Equity crowdfunding is changing the face of these existing markets by moving them online, reaching new wealthy investors, making the process more social and open, and creating a massive new set of distribution and marketing channels for fundraising.
股权众融正在改变已经存在的市场，将它迁移上网；触及新的有钱投资者；流程也更加的社会化和开放；同时创造大规模的融资渠道。
Over time, equity crowdfunding will eat into the existing investment markets of angel and VC, while also bringing in alongside them an entirely new class of investor (retail, non-accredited).
随着时间迁移，股权众融将侵蚀现有的天使投资人和VC的投资市场，同时带来一个全新的投资人阶层（零售的；非认证的）
For the time being, equity crowdfunding will work best when the funding rounds are validated or led by experienced angels, VCs, as well as notable influencers & celebrity investors and entrepreneurs.
暂时地，股权众融最好的方式是与资深的天使投资或VC一起工作，由后者来验证或引领项目；同时，由一些意见领袖、明星投资人、或成功企业者来引导。
But with these new Title IV rulings, we’re about to see the birth of a new class of investors, as now everyone will have the opportunity to invest in what could be the next great startup, consumer product, feature film, or clean technology venture alongside experienced angels, VCs, and influencers.
但随着这一新的《第4修正案》的推动，我们可以预期一个新的（非认证的）投资人阶层开始出现——现在任何人都有机会投资下一个伟大的创业项目、消费产品、清洁能源技术、电影，旁随着成熟的天使投资人、VC、或意见领袖。
This new class of investors will grow to become influential, powerful, important voices in the early stage ecosystem: they’ll validate new companies and ideas, fuel their early growth, and then late stage investors will have good reason to pay attention.
针对创业早期的生态，新的投资人阶层将成长为能够发出有影响力、强大的、重要的声音的阶层。
Kickstarter paved the way for people to donate and purchase products via crowdfunding, but these backers have been left wanting when companies are massively successful and profit or sell – as was the case when Oculus VR sold to Facebook for $2 Billion and the Kickstarter backers of the company got nothing in the sale.
Now equity crowdfunding is transforming crowdfunding into an opportunity to not just pre-purchase products, but become a true owner and shareholder in a high growth startup.
现在，股权众融将转变“众融只是产品预售”的情形，让机会来青睐高成长创业公司的真正所有者和股东。