Is Regulation A+ Right for a Company My Size?

Regulation A+ fits a company that needs $5 million or more, wants to raise from the general public rather than only accredited investors, has or can get audited financial statements, and can absorb a substantial fixed cost and four to five months to SEC qualification for a typical company, followed by ongoing reporting. It also suits companies building toward a public listing. It rarely fits below several million dollars, without an audience of potential investors, or when most of the money will come from a few accredited investors, who can be reached more cheaply under Rule 506(c). Many Reg A+ offerings raise far less than they seek, so the honest question is whether you can fill it.

By Joel Arberman, founder of Prepared to Raise · 17 companies taken public, 30+ private placements prepared · Reviewed October 21, 2026

What Regulation A+ is

Sometimes called a mini-IPO, Regulation A+ lets a US or Canadian company sell securities to the public, accredited or not, after the SEC qualifies its offering statement on Form 1-A. There are two tiers:

  • Tier 1: up to $20 million in 12 months. Reviewed by the SEC and by each state where you sell. Audited statements not required unless available. No ongoing SEC reporting.
  • Tier 2: up to $75 million in 12 months. Reviewed by the SEC; state registration is pre-empted. Two years of audited financial statements. Ongoing reporting: an annual report, a semiannual report and current reports of certain events. Non-accredited individuals may invest up to 10% of the greater of their annual income or net worth, unless the securities are listed on a national exchange.

Most issuers choose Tier 2 to avoid state-by-state review.

The fit test

  • Size: do you need $5 million or more? Below that, Reg CF or Rule 506(c) usually does the job for less.
  • Investors: do you have a large customer base, community or following that wants to invest, or a plan to build one?
  • Financials: can you produce two years of audited statements?
  • Time: can you wait four to five months to SEC qualification for a typical company, plus preparation before filing?
  • Budget: legal, audit, marketing and ongoing reporting add up to a substantial fixed cost, paid whether or not the raise fills.
  • After: are you ready to report like a semi-public company, and possibly to list?

What the outcomes look like

According to SEC data, from June 2015 to June 2026, 1,592 Reg A offerings were qualified and 902 issuers reported raising $11.0 billion in total. Averages hide the spread: a decade-long analysis by Davis Wright Tremaine found that about half of qualified offerings reported raising nothing, and the median offering sought $10 million and raised about $2.3 million. Real estate programs took a large share of the money.

The pattern is the same as every other raise. The offerings that fill are the ones that were investable and had investors lined up before they launched.

Liquidity

Reg A+ shares are not restricted securities, but that doesn't mean they trade. Most never list. A Tier 2 issuer can register a class of securities and list on a national exchange, which turns the offering into a path to a public company. For the right company that is a real advantage: investors can see the end of the tunnel. For most, it is not the plan.

Alternatives to consider first

Related questions

Can I test the waters before committing?

Yes. Reg A+ allows testing the waters before and after filing, with required legends, so you can gauge demand before spending most of the budget.

Do I need a broker-dealer?

Not under federal rules, but some states impose requirements on issuers selling their own securities, so check before launch.

Can I do a Reg D raise while the Reg A+ is under review?

Often, with careful attention to the integration rules. Plan it with counsel.

Is Reg A+ an IPO?

Not necessarily. It is a public offering, and a Tier 2 offering can be paired with an exchange listing, but most Reg A+ issuers remain unlisted.

Read next

Where to start

We prepare companies for Reg A+ offerings, from the strategy and the investor story to the offering materials and the path to a listing. Considering Reg A+? Contact us for a custom quote.

Prepared to Raise is a service of Meraki Partners, LLC. This article is general information, not legal, tax or investment advice, and not an offer to sell or a solicitation to buy any security. Meraki Partners is not a broker-dealer, funding portal, investment adviser or law firm. Figures are as of the review date above.