Acme Realty, a real estate development company, is a limited partnership organized in Georgia. It is planning to develop a two-hundred-acre parcel of land for a regional shopping center and needs to raise $1.25 million. As part of its financing, Acme plans to offer $1.25 million worth of limited partnership interests to about one hundred prospective investors in the southeastern United States. It anticipates that about forty to fifty private investors will purchase the limited partnership interests.

a. Must Acme register this offering? Why or why not?

b. If Acme must register but fails to do so, what are the legal consequences?