Affluence Corporation (AFFU)

[BigBadWolf]

There are reasons why any holder would choose / prefer to be @ 4.99% or @ 9.99%
Form 4 is used to report changes in ownership of a company's securities by insiders, such as officers, directors, or significant shareholders (those owning 10% or more of a company's stock). This requirement is based on the rules under Section 16 of the Securities Exchange Act of 1934, which applies to beneficial owners of more than 10% of a company's equity securities.

However, since a holder with 9.99% of a company's stock is under the 10% threshold, they would not be subject to the specific Form 4 reporting requirement. Once the holder crosses the 10% ownership threshold, Form 4 must be filed within two business days of any transaction that changes their ownership in the company.

If a person is at or above 10%, they must also consider the beneficial ownership rules, which could trigger additional filings if they acquire or dispose of shares or have significant changes in their beneficial ownership, whether or not it was a direct transaction. This is meant to ensure transparency regarding major stakeholders in the company.

If the holder is just below 10% (e.g., at 9.99%), they typically wouldn't be required to file Form 4 unless their ownership exceeds 10% at some point.

Key Points:
10% or more ownership requires Form 4 filings.
9.99% or less does not require Form 4 filings unless ownership reaches or exceeds 10%.

https://capedge.com/filing/1460950/0001829126-24-007071/AFFU-SC13G

The reporting requirements for a 4.99% holder vs. a 9.99% holder depend on the ownership threshold and the specific circumstances under which a person acquires or disposes of shares. Here's a breakdown of the reporting obligations for each scenario:

1. 4.99% Holder (Less than 5%)
A shareholder who holds less than 5% of a company's shares is generally not subject to Section 16 reporting requirements (such as Form 4) under U.S. securities laws. However, there are other rules that may still apply:

Schedule 13D or 13G:
If a person or group acquires 5% or more of a company's voting securities, they are required to file a Schedule 13D (for active investors) or Schedule 13G (for passive investors).
A 4.99% holder is not required to file a Schedule 13D or 13G, but if their holdings cross the 5% threshold, they must file a Schedule 13D or 13G within 10 days of acquiring that 5% position.
Form 13D (for active investors) or Form 13G (for passive investors) are required only after crossing the 5% ownership threshold. The filings are for disclosing beneficial ownership in the company, but this is a separate requirement from Form 4.
2. 9.99% Holder (Less than 10%)
A holder with 9.99% ownership also doesn't have to file Form 4 as long as they do not cross the 10% threshold. However, they are subject to other ownership disclosure requirements as outlined below:

Schedule 13D or 13G: As with a 4.99% holder, a 9.99% holder is not required to file a Schedule 13D or 13G unless their ownership reaches 10% or more.

Form 4 Reporting:

A 9.99% holder is not required to file Form 4 unless they cross the 10% ownership threshold.
If their ownership increases to 10% or more, they would then be required to file Form 4 within two business days after any transaction that causes a change in their ownership (either buying or selling shares).
Key Differences:
4.99% Holder: No Form 4 filing requirement as they are under the 10% threshold. They are also not required to file Schedule 13D/13G unless they hit 5% or more.

9.99% Holder: Similar to the 4.99% holder, they are not required to file Form 4 unless they exceed 10%. However, if they do exceed 10%, they would have to file Form 4 and potentially Schedule 13D/13G, depending on the circumstances of their ownership.

In both cases, the key threshold for triggering more detailed SEC filings (Form 4 and/or Schedule 13D/13G) is typically 10% ownership. Once a shareholder's ownership crosses this 10% threshold, they have specific reporting obligations, including Form 4 (for insiders) and Schedule 13D (or 13G for passive investors) to disclose their holdings and any changes.