Regulation A+ Overview, Raise Capital with Tier 1 & Tier 2 Offerings

What Is Regulation A+?

Regulation A+ is a streamlined exemption from SEC registration that allows companies to raise capital from the public—including non-accredited investors—without undergoing a full IPO. Often called a “mini-IPO,” it’s designed to help startups and small businesses access public investment with fewer regulatory burdens.

Key Benefits of Reg A+

Companies can raise up to $75 million per year
Public advertising is allowed (general solicitation)
Securities can be freely tradable after issuance
Both accredited and non-accredited investors can participate
Lower cost and complexity compared to traditional IPOs

Reg A+ Tiers Explained

Reg A+ offers two tiers of offerings, each with different rules:

Tier 1

Companies can raise up to $20 million in a 12-month period
There are no investor limits—anyone can invest
Issuers must comply with state Blue Sky laws in each state where securities are sold
Financial statements must be reviewed by an accountant (audits not required unless already prepared)
No ongoing SEC reporting is required after the offering

Tier 2

Companies can raise up to $75 million in a 12-month period
Non-accredited investors are limited to investing no more than 10% of their annual income or net worth
Federal preemption applies—no need to register with individual states
Financial statements must be audited
Issuers must file ongoing reports with the SEC, including:
- Annual reports (Form 1-K)
- Semiannual reports (Form 1-SA)
- Current event reports (Form 1-U)

Who Can Use Regulation A+?

To qualify for Reg A+, the issuer must:

Be a company organized in and with its principal place of business in the U.S. or Canada
Not be an investment company
Not be disqualified under SEC “bad actor” rules
Offer equity, debt, or convertible securities

Filing Form 1-A

To initiate a Reg A+ offering, companies must file Form 1-A with the SEC. This form includes:

Part I: Basic issuer information
Part II: Offering circular (similar to a prospectus)
Part III: Exhibits such as legal opinions and financial statements

>> Download Form 1-A PDF
>> EDGAR Filer Management Portal

Testing the Waters

Reg A+ allows companies to “test the waters”—they can gauge investor interest before filing by using compliant marketing materials. This helps refine offering terms and build early momentum.