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Mini-IPO

Regulation A+

Raise up to $75 million from the public with SEC qualification. Reg A+ offers the scale of an IPO with less complexity—and the potential for secondary market trading.

$75M
Max Raise (Tier 2)
Anyone
Investor Type
Form 1-A
SEC Filing
3-6 Months
Time to Qualification

What is Regulation A+?

Regulation A+ is often called a "Mini-IPO" because it lets companies raise significant capital from the general public—much like a traditional IPO—but with less regulatory burden and cost. Created by the JOBS Act's Title IV, Reg A+ expanded the original Regulation A from a $5 million limit to up to $75 million.

Unlike Reg CF (which caps at $5M and requires a funding portal), Reg A+ lets you raise serious growth capital while marketing directly to investors. And unlike Reg D, you can accept investments from anyone—not just accredited investors.

The Big Difference: SEC Qualification

Reg A+ offerings must be "qualified" by the SEC before you can accept investments. This means SEC staff actually reviews your Form 1-A filing and may issue comments you'll need to address. It takes longer than Reg CF or Reg D, but provides a level of regulatory validation that some investors find reassuring.

Tier 1 vs. Tier 2

Reg A+ has two tiers with different limits, requirements, and tradeoffs. Most companies pursuing significant raises choose Tier 2.

Tier 1
Up to $20M
  • ✓ No ongoing SEC reporting required
  • ✓ Financial statements reviewed (not audited)
  • ✗ Must comply with state Blue Sky laws
  • ✗ State-by-state registration can be costly
  • — Best for: Regional raises under $20M
Tier 2 (Most Common)
Up to $75M
  • ✓ Preempts state Blue Sky laws
  • ✓ National offering with one SEC filing
  • ✓ Shares may be traded on secondary markets
  • ✗ Audited financial statements required
  • ✗ Ongoing semi-annual and annual reports
  • — Best for: National raises seeking scale

Investor Limits (Tier 2 Only)

Under Tier 2, non-accredited investors are limited to investing 10% of the greater of their annual income or net worth per offering. Accredited investors have no such limits. This helps protect less sophisticated investors while still allowing broad participation.

What's Required in a Form 1-A?

The Form 1-A is your offering circular—think of it as a prospectus-lite. It's a comprehensive disclosure document that includes:

The Reg A+ Timeline

1

Preparation & Due Diligence

We gather company information, review corporate documents, and coordinate with your auditor on financial statement preparation. This phase sets the foundation for your offering circular.

2-4 weeks
2

Form 1-A Drafting

We draft your complete offering circular, including all required disclosures, risk factors, and business description. Multiple rounds of review ensure accuracy and compliance.

3-5 weeks
3

SEC Filing & "Testing the Waters"

We file your Form 1-A with the SEC. Uniquely, Reg A+ allows you to "test the waters"—gauge investor interest through marketing—before or during SEC review.

Ongoing
4

SEC Review & Comment Response

SEC staff reviews your filing and typically issues one or more rounds of comments. We prepare responses and file amendments until the SEC is satisfied.

4-12 weeks
5

Qualification & Launch

Once qualified, your offering goes live. You can begin accepting investments immediately. For Tier 1, you'll also need to complete state Blue Sky filings.

Immediately upon qualification
6

Ongoing Compliance

Tier 2 issuers must file semi-annual reports (Form 1-SA), annual reports (Form 1-K), and current reports for material events (Form 1-U). We help you stay compliant.

Ongoing

Reg A+ vs. Other Exemptions

Feature Reg A+ Tier 2 Reg CF Reg D 506(c)
Max Raise $75 million $5 million Unlimited
Non-Accredited Investors ✓ Yes (with limits) ✓ Yes (with limits) ✗ No
General Solicitation ✓ Yes ✓ Yes ✓ Yes
SEC Review Required ✓ Yes (qualification) ✗ No ✗ No
State Blue Sky Preemption ✓ Yes (Tier 2) ✓ Yes ✓ Yes
Secondary Trading Potential ✓ Yes ✗ Limited ✗ Limited
Platform Required ✗ No ✓ Yes ✗ No
Typical Cost $75K - $200K+ $10K - $25K $15K - $50K

Is Reg A+ Right for You?

Reg A+ makes sense if you're raising $5M+ (often $10M-$50M), want to reach non-accredited investors at scale, and can absorb the longer timeline and higher costs. It's particularly attractive for companies planning an eventual IPO, seeking secondary market liquidity, or building a large retail investor base.

Secondary Market Trading

One of Reg A+'s most attractive features is the potential for secondary market liquidity. Unlike most private placements, Tier 2 Reg A+ securities can be freely traded by non-affiliates immediately after purchase.

This means your investors aren't locked in—they can potentially sell their shares on alternative trading systems (ATS) or, if you choose, on a national exchange. Several companies have used Reg A+ as a stepping stone to eventual NASDAQ or NYSE listings.

Frequently Asked Questions

How long does the SEC review process take?
Typically 4-12 weeks from initial filing to qualification, depending on the complexity of your offering and how many rounds of comments the SEC issues. Well-prepared filings with clean financials tend to move faster. We've seen some straightforward offerings qualify in 6-8 weeks.
What does "testing the waters" mean?
Reg A+ uniquely allows you to solicit investor interest before your offering is qualified—even before you file with the SEC. You can run ads, collect indications of interest, and gauge demand. However, you cannot accept binding commitments or funds until qualification. It's a powerful tool for validating market interest before incurring full offering costs.
Do I need audited financials?
For Tier 2 (up to $75M), yes—you need financial statements audited by an independent CPA in accordance with GAAP. Tier 1 (up to $20M) only requires reviewed financials. The audit requirement is one of the main cost drivers for Tier 2 offerings.
Can I use Reg A+ to list on NASDAQ or NYSE?
Yes, several companies have used Reg A+ as a path to exchange listing. You'd need to meet the exchange's listing standards (market cap, share price, shareholder count, etc.), but Reg A+ can help you get there by building a broad shareholder base and establishing a trading history on an ATS first.
What are the ongoing reporting requirements?
Tier 2 issuers must file: annual reports (Form 1-K) within 120 days of fiscal year end, semi-annual reports (Form 1-SA) within 90 days of the first six months, and current reports (Form 1-U) for material events like fundamental changes, bankruptcy, or changes in accountants. You can "exit" these requirements after certain conditions are met.
What types of companies typically use Reg A+?
Real estate companies, consumer brands, fintech firms, cannabis businesses, and companies with strong retail appeal. Reg A+ works well when you have a story that resonates with everyday investors and can run effective marketing campaigns to reach them.

Thinking About a Reg A+ Raise?

Let's discuss whether Reg A+ is the right fit for your capital raising goals. We'll walk you through the process, timeline, and costs.

Schedule a Consultation

Explore Other Regulations

Reg CF

Raise up to $5M from anyone through a funding portal. Faster and cheaper than Reg A+, but with lower limits.

Reg D

No cap on raise amount, accredited investors only. The fastest path to capital for companies with access to wealthy investors.