Skip to main content

SEC Temporarily Suspends Registration Exemption of Regulation a Issuer

April 4, 2022

File No. 3-20809

April 4, 2022-The Securities and Exchange Commission announced that it has temporarily suspended the registration exemption of an issuer that it has reason to believe made numerous material misrepresentations in connection with the issuer's attempt to obtain a registration exemption for a $115 million offering of securities.

Regulation A provides an exemption from registration for public offerings of securities of up to $75 million in a 12-month period. Rule 258 under Regulation A authorizes the Commission to temporarily suspend an issuer's Regulation A exemption if the Commission has reason to believe that the issuer's offering statement or sales materials contain any untrue statement of a material fact or that no exemption is available.

According to the SEC's temporary suspension order, Hanze Asia Growth A filed an offering statement with the SEC on December 28, 2021 to obtain an exemption for a Tier 2 offering. The offering statement contained numerous material misrepresentations including, among others, misstatements regarding work performed for the company by auditing and legal firms, the identity of its principals, the location of its principal office, and the number of shares and price per share in the offering. Additionally, the Regulation A exemption is not available to Hanze Asia because it is a blank check company and the amount it seeks to raise is greater than the $75 million cap.

This matter is being handled by Polly Hayes and Assunta Vivolo, and is being supervised by Scott A. Thompson.

Return to Top