Because if they offer 10 million shares at $1, your average buy in price would be cheaper than if 10 million shares were bought in the open market. And you are guaranteed the number you want. What if you want 2 million shares, and you buy 500,000 on the open market and you drive the price to 1.00, now you are averaging up, and still not guaranteed to get the whole 2 million you want. Then the sudden rise in SP triggers others to fomo buy. You may never get the amount you want, or the price you want. Also, they are most likely going to release a ton of good news with the RegA to make all those RegA shares an actual discount. JMHO