A Reg A+ offering, from first filing to ongoing reporting.
Regulation A+ lets a company raise up to $75 million a year from the public, accredited or not, and advertise the offering while it does. It's often called a mini-IPO for good reason: it takes real preparation.
We take companies through every stage: deciding whether Reg A+ is the right fit, drafting the offering circular, getting it qualified by the SEC, and handling the reporting that follows.
Tier 1 or Tier 2.
Tier 1 allows up to $20 million in a 12-month period but requires registration in every state where you sell. Tier 2 allows up to $75 million, preempts state registration and is the path many growing companies choose, in exchange for audited financials and ongoing SEC reporting.
We walk through both with you and recommend the one that fits the raise, not the one that's easiest to file.
- Tier 1: up to $20M, state-by-state review, no ongoing SEC reports
- Tier 2: up to $75M, no state registration, audited financials, annual and semiannual reports
- Tier 2 investment limits for non-accredited investors, unless the shares are listed
Getting qualified.
A Reg A+ offering can't sell until the SEC qualifies it. That means a Form 1-A offering circular the staff will review, comment on and review again. A clean first draft and a well-prepared company shorten that cycle.
- Pre-filing diligence: audit readiness, cap-table cleanup, related-party mapping
- Form 1-A offering circular and exhibits
- Coordination with your auditors on the financial statements
- SEC comment letters and responses through qualification
Marketing the offering within the rules.
Reg A+ lets you "test the waters" with potential investors before and after filing. That freedom has limits, and statements made in marketing can create liability. We review what goes out, and coordinate with funding platforms and broker-dealers where they're involved.
Founders' tax planning, built in.
The structure of the offering and the founders' equity affects their taxes for years. We review QSBS eligibility, 83(b) elections and the cap table as part of the offering, with CPAs on staff, instead of leaving it for after the money is in.
After qualification.
Tier 2 issuers file annual reports on Form 1-K, semiannual reports on Form 1-SA and current reports when certain events occur. We stay on as securities counsel so reporting, board questions and the next raise are handled by the team that knows the company.
Reg A+ Offerings: common questions
How much can a company raise under Reg A+?
Under Tier 2, up to $75 million in a 12-month period. Under Tier 1, up to $20 million. Both limits include amounts sold by existing shareholders, which are capped at a portion of the offering.
Can non-accredited investors buy in a Reg A+ offering?
Yes. That's one of its main advantages. In a Tier 2 offering, non-accredited investors are generally limited to investing 10% of the greater of their annual income or net worth, unless the securities are listed on a national exchange.
How long does a Reg A+ offering take?
It depends heavily on how ready the company is, especially its audited financials, and on the SEC review. Preparing before filing is the most reliable way to keep the timeline short.
Is Reg A+ a step toward an IPO?
It can be. Some companies use a Tier 2 offering to build a shareholder base and reporting history before a listing. Others stay private. We plan the offering with your next step in mind.
Considering a Reg A+ offering?
Tell us about the company, the raise and your timeline. We'll review it and tell you whether Reg A+ is the right path.