What triggers SEC registration?

In addition to the substantial asset requirement, the registration criteria specify the ownership structure of equity securities, particularly common stock. These securities must be held by a specified number of individuals or entities, reflecting a broad base of investors.

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Specifically, the ownership can be held by either 2,000 or more individuals, indicating a widespread distribution of ownership among the general public. This criterion ensures that the securities are not concentrated in the hands of a few, but rather, accessible to a diverse group of investors.

Alternatively, the ownership threshold can be met if 500 or more non-accredited investors hold the equity securities. This provision recognizes the importance of including a wider range of investors, beyond those who meet the stringent criteria for accredited investor status.

The Exchange Act Registration further stipulates that the securities in question must be listed on a U.S. exchange. This requirement ensures that the securities are subject to the rigorous regulatory oversight and transparency standards of the U.S. market, protecting investors and maintaining market integrity.