For a company to be exempt from registration under Rule 147, which of the following would not qualify?

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To qualify for the exemption under Rule 147, which allows companies to raise capital without registering their securities at the federal level if they are primarily doing business in their home state, the requirements focus on the issuer's operations and economic presence within the state.

The correct answer highlights that having 80% of the issuer's customers located in California does not fulfill the state-centric operational criteria specified in Rule 147. Instead, the rule emphasizes how the proceeds, assets, and revenue are tied to the state, specifically that funds raised should be utilized within the state (80% of proceeds), that a substantial portion of the assets should reside there (80% of assets), and that the revenue stems from local activities (80% of revenue). The focus is largely on the issuer’s physical presence and economic activity, rather than purely customer distribution.

Thus, while customer locations are important for business operations, they do not directly affect the qualifications for the exemption under Rule 147, which is why this option is not suitable for qualifying under the exemption criteria.

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