ACIH's Weebs Hyperlane Ltd - Notice Filing Violation Consent Order
Summary
The New Hampshire Bureau of Securities Regulation issued a consent order against ACIH's Weebs Hyperlane Ltd for failing to timely file a notice filing for securities sold in New Hampshire under RSA 421-B:3-302. ACIH made its first securities sale in the state on August 8, 2024, but did not submit the required notice filing until August 12, 2025, over one year after the first sale when the filing was required within 15 days. The consent order imposes an administrative penalty of $2,500.
What changed
ACIH's Weebs Hyperlane Ltd was found to have violated New Hampshire securities law by failing to timely submit a notice filing for securities sold under Rule 506 of Regulation D. The issuer made its first sale to a New Hampshire resident on August 8, 2024, but did not file the required notice with the Bureau until August 12, 2025, more than one year past the statutory 15-day deadline. Under RSA 421-B:6-614(d)(2), delinquent filings exceeding one year are subject to fines and penalties under RSA 421-B:6-603, 6-604, and 5-508.\n\nIssuers relying on Rule 506 exemptions to sell securities in New Hampshire must file notice with the Bureau within 15 days of the first sale in the state. Failure to timely file can result in administrative penalties. Companies conducting private placements should implement compliance procedures to ensure notice filings are submitted promptly after first sales, and should not assume that late filings will result in minimal penalties.
What to do next
- Pay $2,500 administrative penalty within the timeframe specified in the order
- Cease and desist from further violations of RSA 421-B:3-302(c)
- Ensure future Rule 506 notice filings are submitted within 15 days of first sale in New Hampshire
Penalties
$2,500 administrative penalty payable to the State of New Hampshire
Archived snapshot
Apr 8, 2026GovPing captured this document from the original source. If the source has since changed or been removed, this is the text as it existed at that time.
STATE OF NEW HAMPSHIRE DEPARTMENT OF STATE BUREAU OF SECURITIES REGULATION CONCORD, NEW HAMPSHIRE IN THE MATTER OF: ) ) ) 1-2026000008 ACl's Weebs Hyperlane Ltd ) ) RESPONDENT ) CONSENT ORDER
For purposes of settling the above-referenced matter and in lieu of further administrative
proceedings, A C l's Weebs Hyperlane Ltd (hereinafter referred to as "ACIH"), has submitted an offer of settlement, which the Bureau of Securities Regulation, Department of State, State of New Hampshire (hereinafter referred to as "the Bureau") has detennined to accept. Accordingly, ACIH, without admitting or denying the allegations or findings contained herein, does hereby consent to the entry of this Order and the following undertakings and sanctions: The FactsOn August 8, 2024, ACIH made the first sale of its securities in this state to a New
Hampshire resident.On August 12, 2025, ACIH sent a notice filing to the Bureau relying on the exemptions
from securities registration provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended, and New Hampshire RSA 421-B:3-302.The notice filing was received by the Bureau on August 12, 2025.
AnalysisPursuant to RSA 421-B:3-301, it is unlawful for any person to offer or sell any security in
this state unless the security is registered pursuant to RSA 421-B; the security, offer, or transaction is exempt under RSA 42 J-B:2-201 through 2-203; or the security is federally covered. Respondent ACIH is subject to this provision.Pursuant to RSA 42 t-B:3-302, ACIH, which sold a federal covered security as described
in section 18(b )(4)(F) of the Securities Act of 1933, was required to notice file with the Bureau within fifteen (15) days of the first sale in New Hampshire. Yet, as outlined
above, ACIH filed its notice filing on August 12, 2025, more than one year after the first sale of covered securities in New Hampshire.
Pursuant to RSA421-B:6-614(d)(2), any notice filing delinquent by more than one (1)
year may be subject to the fines and penalties outlined in RSA 421-B:6-603, 6-604, and 5-508. Respondent ACIH is subject to this provision.In view of the foregoing, Respondent agrees to the following undertakings and sanctions:
Respondent ACIH agrees that it has voluntarily consented to the entry of this Order and
represents and avers that no employee or representative of the Bureau has made any or threat to induce its execution. promise, representation,Respondent ACIH agrees to waive its right to an administrative hearing and any appeal
therein under this chapter.Respondent ACIH agrees that t~is Order is entered into for the purpose of resolving only
the matter as described herein. This Order shall have no collateral estoppel, res judicata, or evidentiary effect in any other lawsuit, proceeding, or action, not described herein. Likewise, this Order shall not be construed to restrict the Bureau's right to initiate an administrative investigation or proceeding relative to conduct by Respondent which the of the date of final entry of this Order. Bureau has no knowledge at the timeRespondent ACIH agrees not to take any action or make or permit to be made any public
statement, including in regulatory filings or otherwise, denying, directly or indirectly, any allegation in this Consent Order or create the impression that the Consent Order is without factual basis. Nothing in this provision affects Respondent's testimonial obligations or right to take legal positions in litigation in which the State of New Hampshire is not a party.Respondent ACIH agrees to cease and desist from further violations of RSA 42 l-B:3-
302(c).Respondent ACIH by and through GM Echo Manager Ltd agrees to cause to be paid to
the State of New Hampshire administrative penalties in the amount of two thousand five hundred dollars ($2,500).Upon execution of this Order by Respondent ACIH, Respondent agrees to cause to be
paid a total of two thousand five hundred dollars ($2,500) to the State of New Hampshire, which will be applied to settlement of the above-captioned matter. Payment must be madeby business check, certified check, or postal money order; 2) made payable to the State
ofNew Hampshire; and 3) mailed to the Bureau of Securities Regulation, Department of NH State 107 North Main St, Room 204, Concord, 03301.This Order is not intended to indicate that Respondent ACIH should be subject to any
statutory disqualifications set forth in (a) the federal securities laws or regulations promulgated thereunder, (b) the rules and regulations of any self-regulatory organization, or (c) various state's securities laws, including any disqualifications from relying on exemptions from registration or associated safe harbor provisions. The Bureau confirms that disqualifications under 17 C.F.R. § 230.506(d)(l)(iii) should not arise, and is not intended to arise, as a consequence of this Order.Based on the foregoing, the Bureau deems it appropriate and in the public interest to THEREFORE, IS HEREBY ORDERED THAT: accept and enter into this Order. IT
Respondent cease and desist from further violations of RSA 421-B:3-302( c).
Respondent pay administrative penalties in the amount of two thousand five hundred
dollars ($2,500).Respondent comply with the above-referenced undertakings and sanctions.
Executed this 1Q day of , 2026. _ March __
O~ l's Weebs Hyperlane Ltd
(Please print name below)
Glenn Kennedy, for Gm Echo Manager Ltd in its capacity as director L[)~
r'~rc Entered this 3\St day ~ of , 2026.
Eric Forcier, Director N.H. Bureau of Securities Regulation
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