Capricorn, Inc., is planning to ‘‘go public'' by offering its common stock, which previously had been owned by only three shareholders. The company intends to limit the number of purchasers to twenty-five persons resident in the state of its incorporation.
All of Capricorn's business and all of its assets are located in its state of incorporation.
Based on these facts, what exemptions from registration, if any, are available to Capricorn, and what conditions would each of these available exemptions impose on the terms of the offer?