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Regulation A+ ​

Regulation A+ is an exemption from registration that allows issuers to raise capital in a public offering, often referred to as a "mini-IPO." It permits sales to the general public, including both accredited and non-accredited investors, and requires that the offering be qualified by the Securities and Exchange Commission (SEC).

Fundraising Limits ​

Regulation A+ is divided into two tiers, each with a different fundraising limit:

  • Tier 1: Issuers may raise up to $20 million in a 12-month period.
  • Tier 2: Issuers may raise up to $75 million in a 12-month period.

Solicitation Rules ​

Issuers are permitted to engage in general solicitation and general advertising. A key feature of Regulation A+ is the ability to "Test the Waters," which allows issuers to market their offering and gauge investor interest before the offering statement has been qualified by the SEC.

Investor Qualifications & Limits ​

Offerings under Regulation A+ are open to all investors, both accredited and non-accredited. However, investment limits apply depending on the tier.

  • Tier 1: There are no investment limits for investors.
  • Tier 2: Non-accredited investors are subject to investment limits. They may not invest more than the greater of 10% of their annual income or net worth. There are no investment limits for accredited investors.

Disclosure & Reporting Requirements ​

Before an issuer can raise capital under Regulation A+, they must provide comprehensive disclosures to the public and the SEC.

  • Key Document: The primary disclosure document is the Form 1-A (Offering Circular). It contains detailed information about the issuer's business, financial condition (audited for Tier 2), risk factors, and the terms of the offering.
  • SEC Qualification: This Form 1-A must be filed with and formally "qualified" by the SEC before any securities can be sold. This qualification process is a thorough review to ensure all required disclosures have been made.

After the offering is complete, the issuer's obligation to file public reports with the SEC depends on the offering tier.

  • Tier 1 Offerings (up to $20M): The only required post-offering report is a Form 1-Z (Exit Report), which is filed upon the completion or termination of the offering.
  • Tier 2 Offerings (up to $75M): Issuers have more substantial, ongoing reporting obligations, similar to a smaller public company. These include:
    • Form 1-K: An annual report with audited financial statements.
    • Form 1-SA: A semi-annual report with unaudited financials.
    • Form 1-U: A current report for significant events.
    • Form 1-Z: An exit report when the issuer terminates its reporting duties.

Ongoing Updates & Communication ​

The primary method for ongoing communication with investors and the public is through the required SEC filings.

  • Public Access via EDGAR: All required disclosures and reports (Form 1-A, 1-K, etc.) are filed on the SEC's EDGAR database, where they become publicly available.
  • Transparency: This public filing system ensures that all investors and the market have access to the same material information about the issuer's performance and significant events. Investment platforms typically facilitate this by providing investors with direct links to these public documents.