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. 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 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.
- 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.
- Preempts state Blue Sky laws.
- National offering with one SEC filing.
- Shares may trade 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.
What's 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:
- Part I — Notification and basic eligibility information.
- Part II — Offering Circular: the main disclosure document investors will read, including:
- Company description and business overview.
- Risk factors.
- Use of proceeds.
- Management team and compensation.
- Related party transactions.
- Description of securities being offered.
- Plan of distribution.
- Financial statements (audited for Tier 2).
- Part III — Exhibits (articles of incorporation, bylaws, material contracts, etc.).
The Reg A+ timeline.
Preparation & due diligence
We gather company information, review corporate documents, and coordinate with your auditor on financial statements. This phase sets the foundation.
2–4 weeksForm 1-A drafting
We draft your complete offering circular — disclosures, risk factors, business description. Multiple rounds of review ensure accuracy and compliance.
3–5 weeksSEC 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.
OngoingSEC 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 weeksQualification & launch
Once qualified, your offering goes live. You can begin accepting investments immediately. For Tier 1, you'll also need state Blue Sky filings.
ImmediateOngoing 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).
OngoingReg A+ vs. other exemptions.
| Feature | Reg A+ Tier 2 | Reg CF | Reg D 506(c) |
|---|---|---|---|
| Max raise | $75M | $5M | Unlimited |
| Non-accredited | Yes (with limits) | Yes (with limits) | No |
| General solicitation | Yes | Yes | Yes |
| SEC review | Yes (qualification) | No | No |
| Blue Sky preemption | Yes (Tier 2) | Yes | Yes |
| Secondary trading | 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.