| Basis of Allotment |
| THIS IS PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSE ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT, THIS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. THIS PUBLIC ANNOUNCEMENT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA. |
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| SEEMAX RESOURCES LIMITED |
| The Corporate Identification Number of our Company is U51100GJ2015PLC082140 |
Our Company was originally incorporated as Private Limited Company under the name and style of "Seemax Automotive Solutions Private Limited" on February 04, 2015, under the provision of the Companies Act, 2013 with the Registrar of Companies bearing Corporate Identification Number U17120GJ2015PTC082140. Subsequently, pursuant to a special resolution passed in the Extraordinary General Meeting of the shareholders held on May 21, 2018, the name of the Company was changed from "Seemax Automotive Solutions Private Limited" to "Seemax Resources Private Limited" in accordance to the Companies Act, 2013 and a Certificate of Incorporation consequent upon change of name dated June 01, 2018 was issued by Registrar of Companies, Ahmedabad, Gujarat. The Corporate Identification Number of our Company is U51100GJ2015PTC082140. Subsequently, pursuant to a special resolution passed in the Extraordinary General Meeting of the shareholders held on September 19, 2024, "Seemax Resources Private Limited" was converted from a Private Limited Company to a Public Limited Company with name "Seemax Resources Limited" in accordance to the Companies Act, 2013 and a Fresh Certificate of Incorporation consequent upon Conversion to Public Company dated November 12, 2024, was issued by Central Processing Centre, Registrar of Companies. The Corporate Identification Number of our Company is U51100GJ2015PLC082140. For details pertaining to the changes of name of our company and change in the registered office, please refer to the chapter titled "History and Certain Corporate Matters" beginning on page 148 of this Prospectus.
| Registered Office: 403, Mayfair Corporate Park, Behind DPS School, Kalali, Vadodara, Gujarat, India, 390012; Tel. No.: +91-99040 89444/7226-079-517; Email: info@seemaxresources.com; |
| Website: www.seemaxresources.com ; Contact Person: Mr. Pankaj Kewalramani, Company Secretary & Compliance Officer |
| PROMOTER'S OF OUR COMPANY: MR. AMIT TRIVEDI, MRS. SEEMA TRIVEDI |
The issue is being made in accordance with Chapter IX of the SEBI ICDR Regulations (IPO of Small and Medium Enterprises) and the equity shares are proposed to be listed on SME platform of ("BSE Limited) (BSE SME).
| THE ISSUE |
| BASIS OF ALLOTMENT SME IPO (BSE SME) |
INITIAL PUBLIC OFFER OF 14,00,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH ("EQUITY SHARES") OF SEEMAX RESOURCES LIMITED (THE "COMPANY" OR "SEEMAX RESOURCES" OR "ISSUER") FOR CASH, AGGREGATING UPTO RS. 1974.00 LACS ("PUBLIC OFFER") COMPRISING A FRESH ISSUE OF 14,00,000 EQUITY SHARES AGGREGATING TO RS. 1974.00 LAKH (THE "FRESH ISSUE"). THE PUBLIC OFFER LESS MARKET MAKER RESERVATION PORTION I.E. OFFER OF 70,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH, AT ISSUE PRICE OF RS. 141 PER EQUITY SHARE FOR CASH, AGGREGATING RS. 1875.30 LACS IS HEREINAFTER REFERRED TO AS THE "NET ISSUE". THE PUBLIC ISSUE AND NET ISSUE WILL CONSTITUTE 31.82 % AND 30.23 % RESPECTIVELY OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
| ISSUE PRICE: RS. 141/- PER EQUITY SHARE OF FACE VALUE OF RS. 10/- EACH; |
| THE ISSUE PRICE IS 14.1 TIMES OF THE FACE VALUE. |
| RISKS TO INVESTORS: |
Our Company's borrowings are secured by a charge over our assets, and our significant dependence on external debt (secured and unsecured) financing exposes us to risks that may materially and adversely affect our business operations, financial condition, cash flows, and creditworthiness.
Our business relies significantly on revenue from the rental of Material Handling Equipment, and any negative developments in this segment could have a material impact on our financial performance, operations, and cash flows.
A significant portion of our revenue is derived from a limited number of clients. Loss of one or more such key clients or a reduction in demand from them could affect our business, financial condition, cash flows, and results of operations.
Certain delays, discrepancies and omissions have been detected in our statutory records, as well as in records related to the submission of returns to the concerned Registrar of Companies.
Our revenues are highly dependent on our operations in geographical region of state of Gujarat. Any adverse development affecting our operations in this region could have an adverse impact on our business, financial condition and results of operations.
Non-Compliance with Section 185 of the Companies Act, 2013 Relating to Loan to a Related Party.
We rely on third-party supplier for the procurement of Material Handling Equipment (MHE). Any disruption in the supply chain or failure by such suppliers to fulfill their obligations may adversely impact our ability to meet client requirements and affect our revenues.
Our success is dependent on our ability to attract, retain, and effectively manage a skilled workforce, and any attrition or failure to retain key employees could adversely affect our operations, financial performance, and business continuity.
Our Registered and Workshop are not owned by us, in the event that we lose such rights or are required to renegotiate arrangements for such rights, our business results of operations, profitability and margins, cash flows and financial condition could be adversely affected.
Rapid technological advancements in Material Handling Equipment may render our existing fleet obsolete, requiring significant capital investment and impacting our competitiveness.
The Issue Price at the Upper end of the Price Band is Rs. 141/- per Equity Shares.
Average Return on Net Worth for the period ended December 31st, 2025 is 28.18% and the financial year ended March 31st, 2025, 2024, and 2023 are 39.13%, 40.98% and 38.60% respectively.
For further details please refer to the chapter titled "Risk Factor" beginning page no.30 of this Prospectus.
| 1. Disclosures as per clause (9) (K) (4) of Part A to Schedule VI, as applicable. |
1) The price per share of our Company based on the primary / new issue of shares (equity / convertible securities), excluding shares issued under ESOP/ESOS and issuance of bonus shares. There has been no issuance of Equity Shares (including shares issued under ESOP/ESOS and issuance of bonus shares) during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-offer capital before such transaction(s) and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of 30 days.
2) The price per share of our Company based on the secondary sale / acquisition of shares (equity / convertible securities)
There have been no secondary sale / acquisitions of Equity Shares, where the promoters, members of the promoter group, selling shareholder or shareholder(s) having the right to nominate director(s) in the board of directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of this Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-offer share capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days.
3) Price per share based on the last five primary or secondary transactions:
Since there are no transactions to report under (a) & (b) therefore, information based on last 5 primary or secondary transactions (secondary transactions where Promoter/ Promoter Group entities or Selling shareholder or shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction) not older than 3 (three) years prior to the date of this Prospectus irrespective of the size of transactions is as follow...
| Sr. No. | Name of Allottee | Date of Allotment | Price Per Shares | Number of Equity Shares | Total Consideration |
| August 09, 2024 | 29,90,000 | 10 | - | Bonus Issue (1) (290:1) | Other Than Cash |
4) Weighted average cost of acquisition, floor price and cap price
| Type of transaction | Weighted average cost of Acquisition (Rs. per equity share) | Floor Price | Cap Price |
| Weighted average cost of acquisition of primary issuance as per paragraph (a) above | NA | NA | NA |
| Weighted average cost of acquisition for secondary transaction as per paragraph (b) above | NA | NA | NA |
| Weighted average cost of acquisition for last five primary or secondary transaction as per paragraph (c) above | Nil | Nil | Nil |
| BID/ISSUE | ISSUE OPENED ON: TUESDAY, JUNE 30, 2026 |
| ISSUE CLOSED ON: THURSDAY, JULY 02, 2026 |
The Issue was being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 229 of the SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50% of the Net Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"). Our Company in Consultation with BRLM allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (the "Anchor Investor Portion"). Further, not less than 15% of the Net Issue was available for allocation on proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue was available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulation, subject to valid bids being received from them at or above the Issue Price. All potential Bidders (except Anchor Investors) are required to mandatory utilize the Application Supported by Blocked Amount ("ASBA") process providing details of their respective bank account (including UPI ID for RIIs using UPI Mechanism), in which the corresponding Bid amounts will be blocked by the SCSBs or the Sponsor Bank, as applicable. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see "Issue Procedure" on page no. 304 of the Prospectus.
The Issue received 1025 applications for 48,61,000 Equity Shares resulting in 3.47 times subscription as disclosed in the Prospectus. The details of the applications received in the Offer from Retail Individual Bidders, Non-Institutional Bidders and QIBs are as under (before technical rejections):
| Category | Number of Applications | Equity Shares Applied | Reserved | Spill Over | Equity Share Allotted | No. of Times Subscriptions | Amount (In Rs.) |
| Qualified Institutional Buyers - Mutual Fund | 0 | 0 | 4000 | (4000) | 0 | 0.00 | - |
| Market Makers | 1 | 70,000 | 70,000 | - | 70,000 | 1.00 | 98,70,000 |
| Qualified Institutional Buyers (excluding Anchor Investors and Mutual Fund) | 4 | 12,03,000 | 66,000 | 4000 | 70,000 | 17.19 | 98,70,000 |
| Non-Institutional Bidders (More than 200,000/- up to 1,000,000/-) | 365 | 11,03,000 | 2,20,000 | - | 2,20,000 | 5.01 | 3,10,20,000 |
| Non-Institutional Bidders (More than 1,000,000/-) | 199 | 15,92,000 | 4,40,000 | - | 4,40,000 | 3.61 | 6,20,40,000 |
| Retail Individual Investors | 447 | 8,94,000 | 6,00,000 | - | 6,00,000 | 1.49 | 8,46,000,000 |
| Total | 1016 | 48,62,000 | 14,00,000 | - | 14,00,000 | 3.47 | 197,400,000 |
Final Demand:
A summary of the final demand as per BSE as on the Bid/Issue Closing Date at different Bid Price is as under:
| Sr. No. | Bid Price | Bid Quantity | % of Total | Cumulative | % of Cumulative |
| 1 | 134 | 26000 | 0.39% | 26000 | 0.39% |
| 2 | 135 | 16000 | 0.24% | 42000 | 0.63% |
| 3 | 136 | 2000 | 0.03% | 44000 | 0.66% |
| 4 | 137 | 2000 | 0.03% | 46000 | 0.69% |
| 5 | 138 | 7000 | 0.10% | 53000 | 0.79% |
| 6 | 139 | 2000 | 0.03% | 55000 | 0.82% |
| 7 | 140 | 4000 | 0.06% | 59000 | 0.88% |
| 8 | 141 | 6647000 | 99.12% | 6706000 | 100.00% |
| Total | 6706000 | 100 |
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange being BSE Limited on 03rd July, 2026.
1. Allocation to Market Maker (After Technical Rejections & Withdrawal):
The Basis of Allotment to the Market Maker, at the issue price of Rs. 141/- per Equity Share, was finalized in consultation with BSE. The category was subscribed by 1.00 times. The total number of shares allotted in this category is 70,000 Equity shares, out of reserved portion of 70,000 Equity Shares to 1 successful applicant.
The category-wise details of the Basis of Allotment are as under:
| Sr. No | No. of Shares applied for (Category wise) | Number of applications received | % to total | Total No. of Shares applied in each category | % to total | Proportionate shares available | Allocation per Applicant | Ration of allottees to applicants | Number of successful applicants (after rounding) | % to total | Total No. of Shares allocated/ allotted | % to total | Surplus/ Deficit (14)-(7) | |
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | Before Rounding off (8) | After Rounding off (9) | (10) | (12) | (13) | (14) | (15) | (15) |
| 1 | 70000 | 1 | 100.00 | 70000 | 100.00 | 70000.00 | 70000.00 | 70000 | FIRM | 1 | 100.00 | 70000 | 100.00 | 0.00 |
| Grand Total | 1 | 100.00 | 70000 | 100.00 | 70000.00 | 1 | 100.00 | 70000 | 100.00 | 0.00 | ||||
2. Allocation to Retail Individual Investors (After Technical Rejections & Withdrawal, if any):
The Basis of Allotment to the Retail Individual Investors, who have bid at cut-off Price or above the Issue Price of Rs. 141/- per Equity Share, was finalized in consultation with BSE. The category was subscribed by 1.49 times i.e. for 8,94,000 Equity Shares. Total number of shares allotted in this category is 600000 Equity Shares to 300 successful applicants.
The category wise details of the Basis of Allotment are as under:
| No. of Shares applied for (Category wise) | Number of applications received | % to total | Total No. of Shares applied in each category | % to total | Proportionate shares available | Allocation per Applicant (Before Rounding Off) | Allocation per Applicant (After Rounding Off) | Ratio of Allottees to Applicant | Serial Number of Qualifying applicants | Number of Successful applicants (after rounding off) | % to total | Total No. of Equity Shares allocated/ allotted | % to total | Surplus/ Deficit |
| 2000 | 447 | 100.00 | 894000 | 100.00 | 600000.00 | 1342.28 | 2000 | 300 : 447 | 300 | 100.00 | 600000 | 100.00 | 0.00 | |
| Grand Total | 447 | 100.00 | 894000 | 100.00 | 600000.00 | 300 | 100.00 | 600000 | 100.00 | 0.00 |
3. Allocation to Non-Institutional Investors - I Below 10lakhs (After Technical Rejections & Withdrawal):
The Basis of Allotment to the Non-Retail Individual Investors, who have bid at issue price of Rs. 141/- per Equity Share, was finalized in consultation with BSE. The category was subscribed by 5.01 times i.e. 1103000 Equity Shares the total number of shares allotted in this category is 220000 Equity Shares to 73 successful applicants. The category wise basis of allotment is as under:
| Sr. No | No. of Shares applied for (Category wise) | Number of applications received | % to total | Total No. of Shares applied in each category | % to total | Proportionate shares available | Allocation per Applicant | Allocation per Applicant | Ration of allottees to applicants | Number of successful applicants (after rounding) | % to total | Total No. of shares allocated/allotted | % to total | Surplus/ Deficit (14)-(7) | |
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (Before Rounding off) (8) | (After Rounding off) (9) | (10) | (12) | (13) | (14) | (15) | (16) | |
| 1 | 3000 | 361 | 98.90 | 1083000 | 98.19 | 217589.04 | 602.74 | 3000 | 72 | 361 | 72 | 98.63 | 216000 | 98.18 | -1589.04 |
| 2 | 4000 | 2 | 0.55 | 8000 | 0.73 | 1205.48 | 602.74 | 3000 | 1 | 2 | 1 | 1.37 | 3000 | 1.36 | 1794.52 |
| 3 | 5000 | 1 | 0.27 | 5000 | 0.45 | 602.74 | 602.74 | 3000 | 0 | 0 | 0 | 0.00 | 0 | 0.00 | -602.74 |
| 4 | 7000 | 1 | 0.27 | 7000 | 0.63 | 602.74 | 602.74 | 3000 | 0 | 0 | 0 | 0.00 | 0 | 0.00 | -602.74 |
| Additional Allotment of 1000 shares to 1 allottee of s.no.2 | 1000 | 1 | 1 | 1.37 | 1000 | 0.45 | 1000.00 | ||||||||
| GRAND TOTAL | 365 | 100.00 | 1103000 | 100.00 | 220000.00 | 73 | 100.00 | 220000 | 100.00 | 0.00 | |||||
4. Allocation on Non-Institutional Investor (After Technical Rejections) Above 10 Lakhs:
The Basis of Allotment to Other than Retail Individual Investors, who have bid at Issue price of 141 per equity share or above, was finalised in consultation with BSE. The category was subscribed by 3.61 times i.e., for 1592000 Shares. Total number of shares allotted in this category is 440000 Equity Shares to 146 successful applicants. The category wise details of the Basis of Allotment are as under:
| Sr. No | No. of Shares applied for (Category wise) | Number of applications received | % to total | Total No. of Shares applied in each category | % to total | Proportionate shares available | Allocation per Applicant | Ration of allottees to applicants | Number of successful applicants (after rounding) | % to total | Total No. of shares allocated/allotted | % to total | Surplus/ Deficit (14)-(7) | ||
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (Before Rounding off) (8) | (After Rounding off) (9) | (10) | (12) | (13) | (14) | (15) | (16) | |
| 1 | 8000 | 199 | 100.00 | 1592000 | 100.00 | 440000.00 | 2211.06 | 3000 | 146 | 199 | 146 | 100.00 | 438000 | 99.55 | -2000.00 |
| Additional Allotment of 1000 shares to 2 allottees of s.no.1 | 1000 | 2 | 146 | 2 | 1.37 | 2000 | 0.45 | 2000.00 | |||||||
| Grand Total | 199 | 100.00 | 1592000 | 100.00 | 440000.00 | 146 | 100.00 | 440000 | 100.00 | 0.00 | |||||
5. Allocation to QIBs (After Technical Rejections):
The Basis of Allotment to QIBs, who have bid at Issue Price of Rs. 141/- per equity shares or above, was finalized in consultation with BSE. The category was subscribed by 17.18 times i.e 1203000 Equity Shares the total number of shares allotted in this category is 70000 Equity Shares to 4 successful applicant. The category wise basis of allotment is as under:
| Sr. No | No. of Shares applied for (Category wise) | Number of applications received | % to total | Total No. of Shares applied in each category | % to total | Proportionate shares available | Allocation per Applicant | Ration of allottees to applicants | Number of successful applicants (after rounding) | % to total | Total No. of shares allocated/allotted | % to total | Surplus/ Deficit (14)-(7) | ||
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | Before Rounding off) (8) | After Rounding off) (9) | (10) | (12) | (13) | (14) | (15) | (16) | |
| 1 | 141000 | 1 | 25.00 | 141000 | 11.72 | 8204.49 | 8204.49 | 8000 | FIRM | 1 | 25.00 | 8000 | 11.43 | -204.49 | |
| 2 | 354000 | 3 | 75.00 | 1062000 | 88.28 | 61795.51 | 20598.50 | 20000 | FIRM | 3 | 75.00 | 60000 | 85.71 | -1795.51 | |
| 354000 | 1000 | 2 | 3 | 2 | 50.00 | 2000 | 2.86 | 2000.00 | |||||||
| GRAND TOTAL | 4 | 100.00 | 1203000 | 100.00 | 70000.00 | 4 | 100.00 | 70000 | 100.00 | 0.00 | |||||
The Board of Directors of the Company at its meeting held on July 03, 2026 has taken on record the Basis of Allocation of Equity Shares approved by the Designated Stock Exchange viz. BSE and has authorized the corporate action for allotment of shares in dematerialized form to various successful applicants. The allotment advice and/or notices are being dispatched to the address of the Applicants as registered with the depositories. Further the instructions to Self-Certified Syndicate Banks were being processed on or before July 04, 2026. In case the same is not received within 10 days, investors may contact at the address given below. The Equity Shares allocated to successful applicants are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is taking steps to get the Equity Shares admitted for trading on the SME Platform of BSE within three working days from the date of the closure of the Issue. The trading is proposed to be commenced on Tuesday, July 07, 2026 subject to receipt of final listing and trading approval from the BSE.
Note: All capitalized terms used and not defined herein shall have the respective meaning assigned to them in the Prospectus dated July 03, 2026 ("Prospectus") filed with the Registrar of Company, Ahmedabad.
| INVESTORS, PLEASE NOTE |
The details of the allotment made would also be hosted on the website of the Registrar to the issue, CAMEO CORPORATE SERVICES LIMITED at www.cameoindia.com. All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the First/Sole applicants, serial number of the Application Form, number of shares applied for and Bank Branch where the application had been lodged and payment details at the address of the Registrar given below:
| BOOK RUNNING LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE | COMPANY SECRETARY AND COMPLIANCE OFFICER |
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| Wealth Mine Networks Limited | CAMEO CORPORATE SERVICES LIMITED | Mr. Pankaj Kewalramani; Company Secretary and Compliance Officer of Seemax Resources Limited; |
| 215 B, Manek Centre, P N Marg, Jamnagar-361 001, Gujarat, India. | Address: "Subramanian Building", No. 01, Club House Road, Chennai- 600 002, India. | 403, Mayfair Corporate Park, Behind DPS School, Kalali, Kalali, Vadodara, Vadodara - 390012, Gujarat, India. |
| Tel No.: +91 77788 67143/ 82007 08527 | Tel No.: +91 044 4002 0700 / 2846 0390 | Contact No.: +91-9904089444/7226-079-517 |
| Email: info@wealthminenetworks.com | Email: ipo@cameoindia.com | Web site: www.seemaxresources.com |
| Website: www.wealthminenetworks.com | Website: www.cameoindia.com | E-mail: cs@seemaxresources.com |
| Contact Person: Mr. Jay Trivedi / Miss Shabnam Khureshi | Contact Person: Ms. K. Sreepriya | |
| Investor Grievance E-mail: complains@wealthminenetworks.com | Investor Grievance E-mail: investor@cameoindia.com | |
| SEBI Registration No: INM000013077 | SEBI Registration No: INR000003753 |
| For, SEEMAX RESOURCES LIMITED | |
| Sd/- | |
| Mr. AMIT TRIVEDI | |
| Date: July 05, 2026 | Designation: Managing Director |
| Place: Vadodara | DIN: 07061447 |
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF, SEEMAX RESOURCES LIMITED.
SEEMAX RESOURCES LIMITED is proposing, subject to market conditions and other considerations, a public issue of its Equity Shares and has filed the Prospectus with the Registrar of Companies, Ahmedabad ("ROC"). The Prospectus is available on the website of the SEBI at www.sebi.gov.in, the website of the Book Running Lead Manager at www.wealthminenetworks.com and website of Company at www.seemaxresources.com and on the website of BSE Limited at www.bseindia.com. Investor should note that investment in equity shares involved high degree of risk. For details, investors should refer to and reply on the Prospectus, including the section titled "Risk Factors" on page no. 30 of the Prospectus, which has been filed with ROC, before making any investment decision. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933 as amended ("The Security Act") and may not be issued or sold within the United States (as defined in regulations under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act. The equity shares are being offered and sold only outside the United States in offshore transaction in compliance with regulations under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occurs.
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