Of course you can raise unlimited money with the New Rule 506(c) as a foreign Issuer. But there are also other options.
Here is a good article on the whole topic that I found: http://www.mofo.com/files/Uploads/Images/100521FAQForeignPrivate.pdf
Under SEC rules, foreign companies that qualify as “foreign private issuers” have the option but not the obligation to use rules available to foreign companies going public in the U.S.
In order for a foreign company to qualify as a foreign private issuer under SEC rules, it must satisfy the definition contained in Securities Exchange Act Rule 3b-4(c) of the Exchange Act.
Rule 3b-4(c) provides the following do not qualify as foreign private issuers:
- ♦ an issuer with more than 50% of its outstanding voting securities held by U.S. residents;
- ♦ an issuer with a majority of its executive officers or directors that are U.S. citizens or residents;
- ♦ an issuer with more than 50% of the issuer’s assets are located in the U.S.; or
- ♦ an issuer whose business is administered principally in the U.S.
Other Interesting advantages for Foreign Companies going public in the US
- Favorable Financial Statement Requirements for Foreign Companies (Can use your IFRS Audits rather than US GAAP)
- Choice of Domicile for Foreign Companies in Going Public Transactions – When going public in the U.S., foreign companies can select the domicile of their company.
- Raising Capital Options for Foreign Companies in Going Public Transactions. Foreign companies qualify to use the exemptions from registration provided by Rule 504, Rule 505 and Rule 506 of Regulation D of the Securities Act as well as Regulation S, for their securities offerings.
- SEC Registration Options for Foreign Issuers Foreign issuers who go public in the U.S using an underwriter can register an initial public offering (“IPO) on Form F-1.
- Dual Listings for Foreign Companies – For foreign companies that are public in another country, dual listing in the U.S. provides many benefits.
- American Depository Receipts – ADR’s can trade on the OTCMarkets, NASDAQ or other exchanges. If a company trades as an over-the-counter ADR American Depository Receipt, it will not be required to provide audited financials. With ADR offerings, the foreign company deposits its shares with a U.S. depositary bank. The bank holds these American Depositary Shares, or ADS’s, and issues receipts-ADR’s. The deposit agreement between a foreign company and a U.S. depositary bank creates a sponsored ADR program. This deposit agreement is filed with the SEC using Form F-6, which was designed for foreign issuers.
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