What is Reg A+?

Reg A+

Reg A+ (Regulation A+, often called Regulation A as amended by the JOBS Act) is the SEC exemption that lets US and Canadian companies raise capital from the general public — both accredited and non-accredited investors — without going through a full IPO. It is split into Tier 1 (up to $20 million per 12-month period) and Tier 2 (up to $75 million), each with its own disclosure, audit, and reporting requirements. Why it matters for PR: Reg A+ offerings are the only common path that combines public solicitation, retail investor access, and SEC-qualified disclosure outside of a traditional IPO — which makes them uniquely PR-dependent. Unlike a Reg D private placement, a Reg A+ issuer is allowed (and, practically, required) to run a public marketing campaign to drive retail investor demand. PR done correctly inside the Reg A+ qualification, quiet-period, and offering-circular framework is the difference between a fully-subscribed raise and a stalled one.

Why Reg A+ matters

It democratizes the fundraising process by allowing middle-market companies to bypass the venture capital gatekeepers and tap into the retail market. This shift turns customers into brand advocates who have a financial stake in the success of the enterprise, effectively merging marketing with capital formation. Smart Money Media views this as the ultimate test of public sentiment and brand loyalty.

In practice

A biotech firm might utilize a platform like Dalmore Group to process subscriptions while running a $50,000 monthly ad spend on Meta to drive traffic to their offering circular.

Common mistake

Ignoring the Testing the Waters guidelines by making definitive investment promises or failing to include the required SEC disclaimer text in social media advertisements and email blasts.

How it connects

This exemption serves as a strategic bridge between Equity Crowdfunding under Reg CF and the more rigorous requirements of a traditional S-1 Initial Public Offering.

Frequently Asked Questions

In short: Reg A+ is reg A+ (Regulation A+, often called Regulation A as amended by the JOBS Act) is the SEC exemption that lets US and Canadian companies raise capital from the general public — both accredited and non-accredited investors — without going through a full IPO. See the full definition above for context.

What are the primary differences between Tier 1 and Tier 2 offerings?

Tier 1 permits raises up to $20 million and requires state-level Blue Sky filing, which can be administratively heavy. Tier 2 allows up to $75 million and preempts state review but mandates audited financial statements and ongoing SEC reporting similar to a public company.

Can a company market its raise before receiving SEC qualification?

Yes, the SEC allows issuers to gauge market interest through a process called Testing the Waters before formally filing an offering circular. This phase enables marketing a potential deal to see if enough retail demand exists to justify the legal and audit costs of a full filing.

Does participating in a Reg A+ raise lead to immediate share liquidity?

While a Reg A+ offering provides a path to exit through secondary markets or exchange listings, it does not guarantee liquidity. Investors may have to wait for the company to list on an ATS or a major exchange like NASDAQ to easily trade their shares.

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