Question 1

What is Regulation A+?

Accepted Answer

Regulation A+ is an SEC exemption that lets a private company raise capital from the general public — including non-accredited investors — without a full traditional IPO. Instead of a registered S-1, the company files a lighter Form 1-A offering statement that the SEC reviews and must qualify before sales begin. Created in its modern form by the 2012 JOBS Act and expanded by the SEC in 2015, it comes in two tiers: up to $20 million (Tier 1) or $75 million (Tier 2) in any rolling 12-month period. For a smaller company it is a way to raise growth capital from customers and community rather than only from venture capital, though it carries real disclosure, cost, and compliance obligations that make it more involved than a typical private raise. Related topics: NASDAQ Direct Listing &middot; Regulation D 506(b) &middot; Campaign Marketing &middot; Investor FAQ

Question 2

What is the difference between Tier 1 and Tier 2?

Accepted Answer

Tier 1 covers offerings up to $20 million, does not require audited financial statements, and has no ongoing SEC reporting after the offering — but it is not exempt from state blue-sky review, so the offering must clear securities regulators in each state where it sells. Tier 2 covers offerings up to $75 million, requires audited financials and ongoing reporting (annual, semiannual, and current event reports), and imposes investment limits on non-accredited investors — but it preempts state blue-sky review, so the issuer deals only with the SEC. That preemption is why the large majority of Reg A+ activity uses Tier 2 despite its heavier requirements. Tier 1 suits a modest raise concentrated in one or a few states; a nationwide campaign almost always argues for Tier 2. Related topics: NASDAQ Direct Listing &middot; Regulation D 506(b) &middot; Campaign Marketing &middot; Investor FAQ

Question 3

Regulation A+ vs Regulation D — which path fits?

Accepted Answer

The core difference is who you can raise from and how much work it takes. Regulation D (especially Rule 506) permits an unlimited raise, quickly and at low cost, but almost entirely from accredited investors, with minimal SEC review. Regulation A+ opens the raise to the general public, including non-accredited investors, and permits public advertising — but it is capped at $20M/$75M per year, requires SEC qualification of a Form 1-A, audited financials for Tier 2, and ongoing reporting, so it is slower and more expensive. Reg D is the right path when accredited investors can supply what you need and speed matters; Reg A+ fits when you want to convert a broader customer base into shareholders and can carry IPO-like disclosure to do it. Related topics: NASDAQ Direct Listing &middot; Regulation D 506(b) &middot; Campaign Marketing &middot; Investor FAQ

Question 4

What does a Regulation A+ offering cost?

Accepted Answer

Reg A+ is cheaper than a traditional IPO but far from free. Costs cluster in four areas: securities counsel to draft the Form 1-A and manage the SEC process; the audit that Tier 2 requires; marketing, frequently the largest real cost, since the raise depends on reaching enough investors; and platform, broker-dealer, and filing fees. All-in, a Tier 2 offering commonly runs into the low-to-mid six figures before marketing spend that can run higher still. Because investor acquisition is decisive and open-ended, budgeting realistically for it — rather than only the legal and audit line items — matters most. Companies that skimp on the marketing budget are the ones most likely to miss their raise target. Related topics: NASDAQ Direct Listing &middot; Regulation D 506(b) &middot; Campaign Marketing &middot; Investor FAQ

Question 5

How long does a Regulation A+ offering take?

Accepted Answer

A realistic timeline is several months — commonly 3–6 months from serious start to SEC qualification, sometimes longer, followed by the offering period itself. The biggest variables are audit readiness (Tier 2 requires audited financials, and starting from scratch adds time), the complexity of the disclosures, and how many rounds of SEC comments the Form 1-A draws before qualification. After qualification, the selling period can run for months more as the company markets the raise, and Reg A+ offerings can be kept open on a continuous basis. There are two clocks: preparation to qualification, and the fundraising itself. Companies that arrive with clean audited financials and experienced counsel move meaningfully faster. Related topics: NASDAQ Direct Listing &middot; Regulation D 506(b) &middot; Campaign Marketing &middot; Investor FAQ

Question 6

How does Regulation A+ affect a later exchange listing or future rounds?

Accepted Answer

A Reg A+ raise shapes what comes next. It can build a public shareholder base and a track record, but a large, dispersed register complicates later rounds and governance, and crossing certain shareholder or revenue thresholds can trigger full Exchange Act reporting. One often-overlooked point: a prior Reg A+ offering can create friction for a later NYSE or NASDAQ listing, because those exchanges have at times shown skepticism toward companies that used Reg A+, given the limited track record of such issuers meeting exchange standards. If a major exchange listing is the longer-term goal, plan the sequence with counsel from the start — Reg A+ is not always a clean stepping stone to a big-board listing. Related topics: NASDAQ Direct Listing &middot; Regulation D 506(b) &middot; Campaign Marketing &middot; Investor FAQ

法规A+

您将获得什么

融入每笔交易

固定费用披露

了解法规 A+

一眼望去

两级合规性

投资者准入和限制

需要什么

准备 Reg A+ 加薪

法规A+, 深入

法规A+ — 问题与答案