Form 1-SA.SupportingStatemen.2025.FinalFinal

SUPPORTING STATEMENT FOR THE PAPERWORK REDUCTION ACT
INFORMATION COLLECTION SUBMISSION FOR FORM 1-SA

A. JUSTIFICATION
1. CIRCUMSTANCES MAKING THE COLLECTION OF INFORMATION
NECESSARY
The Securities Act of 1933, as amended (the “Securities Act”), generally requires that a
registration statement be filed with the Securities and Exchange Commission
(the “Commission”) disclosing prescribed information before securities may be offered for sale
to the public. While the Securities Act already authorizes the Commission to exempt certain
securities and transactions from registration, Section 401 of the Jumpstart Our Business Startups
Act added Section 3(b)(2) to the Securities Act, creating a new exemption from registration. The
Commission has adopted various rules (collectively, “Regulation A”) establishing a limited
offering exemption from the registration requirements of the Securities Act. Regulation A
provides an exemption for offerings that satisfy certain conditions, such as filing an offering
statement with the Commission, limiting the dollar amount of the offering and, in certain
instances, filing ongoing reports with the Commission. Form 1-SA is filed with the Commission
under Regulation A.
2. PURPOSE AND USE OF THE INFORMATION COLLECTION
The purpose of Forms 1-SA is to better inform the public about companies that have
conducted Tier 2 offerings under Regulation A. Form 1-SA provides semiannual, interim
financial statements and information about the issuer’s liquidity, capital resources and operations
after the issuer’s second fiscal quarter. The Commission will use very little of the collected
information itself, except on an occasional basis in the enforcement of federal securities laws.
3. CONSIDERATION GIVEN TO INFORMATION TECHNOLOGY
Form 1-SA is filed electronically using the Commission’s Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system.
4. DUPLICATION OF INFORMATION
The Commission makes every effort to coordinate with other regulatory entities when
necessary or appropriate in the public’s interest and for the protection of investors and to
streamline regulations to enhance the production of capital. We are not aware of any forms or
rules that conflict with or substantially duplicate the requirements of Form 1-SA.

5. REDUCING THE BURDEN ON SMALL ENTITIES
Regulation A is an exemption from Securities Act registration relating to small issues and
small issuers. Regulation A provides an exemption to small issuers while allowing them to
conduct larger offerings that are exempt from Securities Act registration. We believe that many
of the issuers in Regulation A offerings are small entities, but we currently do not collect
information on total assets of companies that use Regulation A to determine if they are small
entities.
6. CONSEQUENCES OF NOT CONDUCTING COLLECTION
The information required by Regulation A and its offering statement are used by public
investors and serve the purpose of protecting our financial markets from fraud, which helps to
instill investor confidence. The information required by Regulation A is also intended to ensure
the adequacy of information to investors regarding offerings pursuant to that exemption. The
exemption from Securities Act registration made in reliance on the amendments would not be
available without this collection of information.
7. SPECIAL CIRCUMSTANCES
There are no special circumstances.
8. CONSULTATIONS WITH PERSONS OUTSIDE THE AGENCY
No comments were received during the 60-day comment period prior to OMB’s review
of this submission.
9. PAYMENT OR GIFT TO RESPONDENTS
No payment or gift has been provided to any respondents.
10. CONFIDENTIALITY
Rule 251(e) (§ 230.251(e)) allows for requests for confidential treatment to be made
under existing Rule 406 (§ 230.406) for information required to be filed with the Commission
and existing Rule 83 (§ 230.83) for information not required to be filed with the Commission.
The collections of information required by Regulation A and its offering statement are public
documents.

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11. SENSITIVE QUESTIONS
No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally
Identifiable Information (PII) that may include name, address, and zip code. However, the
agency has determined that the information collection does not constitute a system of record for
purposes of the Privacy Act. Information is not retrieved by a personal identifier. In accordance
with Section 208 of the E-Government Act of 2002, the agency has conducted a Privacy Impact
Assessment (PIA) of the EDGAR system, in connection with this collection of information. The
EDGAR PIA, published on March 6, 2025, is provided as a supplemental document and is also
available at https://www.sec.gov/privacy.
12. ESTIMATE OF RESPONDENT REPORTING BURDEN
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 1-SA

3235-0721

464

74,163

We estimate that an average of 464 issuers annually filed the Form 1-SA over the threeyear period ended December 31, 2024, and we estimate the average number of hours to prepare a
Form 1-SA is 188.04 hours. We further estimate that 85% of the 188.04 hours per response
(159.834 hours) is carried internally by the issuer for an annual reporting burden of 74,163 hours
(159.834 hours per response x 464 responses).
We derived our burden hour estimates by estimating the average number of hours it
would take an issuer to compile the necessary information and data, prepare and review
disclosure, file documents and retain records. In connection with rule amendments to the form,
we occasionally receive Paperwork Reduction Act (“PRA”) estimates from public commenters
about incremental burdens that are used in our burden estimates. We believe that the actual
burdens will likely vary among individual issuers based on the nature of their operations. For
administrative convenience, the presentation of the total related to the paperwork burden hours
has been rounded to the nearest whole number. The estimated burden hours is made solely for
the purpose of the PRA.

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13. ESTIMATE OF TOTAL ANNUALIZED COST BURDEN
Estimated Cost Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Cost
Burden

Form 1-SA

3235-0721

464

$7,852,550

We estimate that 15% of the 188.04 hours per response (28.206 hours) is carried
externally by outside professionals. We estimate an annual cost burden of $7,852,550, calculated
assuming an hourly cost for outside professionals of $600 ($600 per hour x 28.206 hours per
response x 464 annual responses).
We estimate an hourly cost of $600 for outside professionals, including legal and
accounting services used in connection with public company reporting. This estimate is based on
our consultations with registrants and professional firms who regularly assist registrants in
preparing and filing disclosure documents with the Commission. Our estimates reflect average
burdens, and therefore, some companies may experience costs in excess of our estimates and
some companies may experience costs that are lower than our estimates. For administrative
convenience, the presentation of the total cost burden has been rounded to the nearest dollar. The
cost estimate is made solely for the purpose of the PRA.
14. COSTS TO FEDERAL GOVERNMENT
The annual cost of reviewing and processing disclosure documents, including registration
statements, post-effective amendments, proxy statements, annual reports, and other filings of
operating companies amounted to approximately $131,724,880 in fiscal year 2023, based on the
Commission’s computation of the value of staff time devoted to this activity and related
overhead.
15. REASON FOR CHANGE IN BURDEN
Change In Burden Hours and Cost Burden Adjustments
Information
Collection
Title

OMB
Control
Number

Number of
Responses
Adjustment
Increase

Burden
Hours
Adjustment
Increase

Cost Burden
Adjustment
Increase

Form 1-SA

3235-0721

409

65,372

$7,234,130

The increase of 65,372 burden hours and the increase in cost burden of $7,234,130
displayed in the above table are due to two adjustments: the first is an increase of 409 in the
number of annual responses, calculated by the difference between 464, the average number of
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respondents annually filing Forms 1-SA over the last three-year period ended December 31,
2024, and 55, the average number of respondents annually filing the Forms 1-SA over the
previously reported three year period; and the second is the Commission’s change in the
estimated cost burden per hour for outside professionals from $398 per hour to $600 per hour.
Accordingly, based on our estimates, we calculate the burden hours adjustment increase to be
65,372, calculated, as follows: 85% x 188.04 hours per response x 409 responses. We also
calculate the cost burden adjustment increase to be $7,234,130, calculated based on the
difference between the estimated annual cost burden of $7,852,550, as reported in the table under
Question 13 above, assuming 464 responses per year, and the annual cost burden of $618,420, as
reported in our supporting statement for the previous reporting period, assuming 55 responses
per year.
16. INFORMATION COLLECTION PLANNED FOR STATISTICAL PURPOSES
The information collection is not planned for statistical purposes.
17. APPROVAL TO OMIT EXPIRATION DATE
We request authorization to omit the expiration date on the electronic version of the
forms. Including the expiration date on the electronic version of the form will result in increased
costs, because the need to make changes to the form may not follow the EDGAR application’s
scheduled version release dates. The OMB control number will be displayed.
18. EXCEPTIONS TO CERTIFICATION FOR PAPERWORK REDUCTION ACT
SUBMISSIONS
There are no exceptions to certification for Paperwork Reduction Act submissions.

B. STATISTICAL METHODS
The information collection does not employ statistical methods.

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