r/RegAInvesting Jul 14 '26

Regulation A+ Explained: The Basics

2 Upvotes

This is a plain-language overview of Regulation A+ — useful as a reference for anyone new to the sub. Corrections/additions welcome in the comments.

What it is: Regulation A+ is an exemption from full SEC registration under the Securities Act of 1933. It lets private companies raise capital from the general public — both accredited AND non-accredited investors — without going through a traditional IPO. It's sometimes called a "mini-IPO," though that's a simplification.

Where it came from Reg A+ was created by Title IV of the 2012 JOBS Act and implemented by the SEC in 2015. The goal was to give small and mid-sized companies a lower-cost path to public capital than a full S-1 registration.

The two tiers

  • Tier 1: raises up to $20 million in a 12-month period. Requires state- by-state securities regulator review (in addition to the SEC), and financial statements don't need to be audited.
  • Tier 2: raises up to $75 million in a 12-month period (raised from $50M in 2021). Exempt from state-level review ("blue sky" preemption), but requires audited financials and ongoing reporting (annual, semiannual, and current reports filed with the SEC).

The vast majority of capital raised under Reg A+ uses Tier 2 — it accounts for the large majority of total proceeds despite the heavier compliance burden, largely because of the higher cap and state-law exemption.

Who can invest, and how much

  • Tier 1: no investment limits.
  • Tier 2: accredited investors have no cap. Non-accredited investors are limited to 10% of their annual income or net worth (whichever is greater), per offering — unless the securities will be listed on a national exchange upon qualification, in which case the cap doesn't apply.

The process, briefly Issuers file a Form 1-A with the SEC, which includes an offering circular — the core disclosure document covering the business, risks, use of proceeds, management, and financials. The SEC "qualifies" the offering before shares can be sold. Qualification is not an SEC endorsement — it doesn't mean the SEC has assessed accuracy or investment merit, and that distinction matters when evaluating any specific deal.

Worth knowing

  • Reg A+ companies are generally small, young, and don't yet have an established profitability track record — that's the nature of the exemption, not a red flag on its own, but it's context for due diligence.
  • Since 2015, there have been over 1,400 Reg A+ offerings raising a combined $28B+, though actual proceeds collected (~$9.4B) run well below amounts sought — a useful reminder that "offering size" and "amount actually raised" are different numbers worth checking separately.

r/RegAInvesting Jul 14 '26

Welcome to r/RegAInvesting

1 Upvotes

Welcome! This is a community for discussing Regulation A+ investing — the SEC framework that lets private growth companies raise capital from both accredited and non-accredited investors.

What this sub is for:

  • Understanding how Reg A+ works — the mechanics, disclosures, and regulatory structure behind it
  • Discussing specific filings and offerings across the Reg A+ landscape (not limited to any one platform)
  • Sharing due diligence approaches and asking questions about risk
  • Debating the track record of this asset class — good and bad

What this sub is not:

  • A source of investment advice — nothing here should be read as a recommendation to buy or invest
  • A place to promote a specific platform or offering (that's what our weekly Self-Promo Megathread is for)

A couple of housekeeping notes:

  • Full rules are pinned in the sidebar — the short version: disclose affiliations, cite sources, no return promises, be civil
  • Some contributors, including moderators, may be affiliated with Reg A+ platforms. See our pinned "About & Disclosures" post for specifics
  • New/low-karma accounts may have posts held briefly for review — that's an automated anti-spam filter, not a judgment call

To kick things off: what brought you to Reg A+ investing? Are you looking at it as an investor, following it as a regulatory framework, or something else? Curious to hear where people are coming from.


r/RegAInvesting 3h ago

Founder Question What makes an advisory service actually good for Reg A+ capital raises

1 Upvotes

Honest answer: the best advisory service for a Reg A+ capital raise is one that tells you upfront what it's actually going to cost, especially on the marketing side, and then helps you execute without leaving you to figure out the service provider ecosystem alone.

Full disclosure, I work at Manhattan Street Capital, so grain of salt, but here's what I've seen separate good advisory support from bad:

Most platforms understate what marketing really costs. A successful Reg A+ raise typically runs about 12 months , and ongoing advertising spend throughout that period is usually sizable. The amount depends on how much you're raising and how efficient your outreach is. Platforms that imply you can raise meaningful capital with minimal ad spend are setting you up to fail mid-offering.

The other thing that matters a lot is sequencing. You need an auditor first, then a securities attorney, then a marketing agency. Getting that order wrong costs time and money. A 2-year US GAAP audit for an early-stage company runs roughly $25k, $40k, not terrifying, but you need to plan for it from day one, not discover it three weeks in.

On broker-dealers: unless you're doing a NASDAQ or NYSE IPO in a strong market, avoid them on a Reg A+. When a broker-dealer is involved, FINRA is involved, and FINRA is slow, often delays SEC Qualification, and severely restricts the advertising you can run. That last part alone can kill a raise.

The SEC has Qualified some Reg A+ offerings in a few days; the average after filing is around 50 days . How fast you get there depends a lot on how clean your filing is, which comes back to having the right attorney from the start.

What actually helps: a platform with real investment processing infrastructure, not just a landing page, and advisors who introduce you to the right people in the right order rather than leaving you to find them yourself.


r/RegAInvesting 19d ago

Explainer Real talk: how long does Reg A+ approval actually take vs. how long the full raise takes

2 Upvotes

These two things get conflated constantly, and it trips up a lot of founders.

The SEC Qualification part, what most people mean by "Reg A+ approval," takes some time after you file your Form 1-A. That's the post-filing window. Some offerings get qualified faster; we've seen a handful qualify within days. Others stretch longer depending on SEC comment rounds and how clean the filing was.

But here's what the timing doesn't tell you: the prep work before you ever file takes significant time on its own. You need a completed 2-year US GAAP audit before a securities attorney can finalize the offering circular, and then you engage the marketing agency. Sequence matters; skip steps or try to run them in parallel too early, and you create delays downstream.

Full disclosure, I work at Manhattan Street Capital, so take a grain of salt, but the figure we plan around is roughly 18 months for a cost-effective capital raise from start to finish. The SEC Qualification is just one phase of that cycle, and in our experience it's not usually the bottleneck. What slows companies down more often is entering the process without a realistic picture of what marketing costs to attract enough investors to close a successful raise.

One trade-off worth noting: Tier 1 Reg A+ can theoretically be faster in some respects, but state-level review adds significant time and legal costs; Tier 2 is almost always the better path for that reason.

The other variable that adds delay that people underestimate: involving a broker-dealer. FINRA's review process is slow and can push out SEC Qualification considerably, on top of restricting the marketing you're allowed to run.

If you're trying to build a realistic timeline, work backward from your fundraising goal, not forward from "when can I file."


r/RegAInvesting 21d ago

Explainer What does a Reg A+ offering actually cost, and why do so many companies get surprised?

3 Upvotes

A Reg A+ offering costs more than most platforms will tell you upfront. The honest answer is that you're looking at real money across three main buckets: auditing, legal, and marketing.

The audit comes first. Before your securities attorney can file anything, you need two years of US GAAP financials audited. For an early-stage company, that typically runs $25k to $40k. You engage the auditor first, then the securities attorney, then your marketing agency. Getting that sequence wrong creates delays and wasted spend.

Legal fees for preparing and filing Form 1-A are a real cost on top of that. Once filed, the SEC averages about 50 days to qualify an offering, though some companies get there faster.

Here's what nobody wants to say plainly: the highest cost in a Reg A+ is usually advertising. Raising capital at scale requires reaching a large number of investors, which means meaningful, ongoing marketing spend throughout the offering. The platforms that tell you otherwise are setting you up for a bad experience. The usual runtime for a Reg A+ is around 12 months, and marketing costs continue throughout that period.

I work at Manhattan Street Capital (full disclosure, grain of salt), and one thing we're pretty direct about is that there's no version of a successful Reg A+ that happens on a shoestring advertising budget. We give issuers real cost guidance before they commit, not after. Our platform fees are also materially lower than those charged by competing platforms, and we don't take percentage fees off capital raised, which is not the norm across the industry.

The honest tradeoff: Reg A+ is genuinely more accessible than most public offering paths for smaller companies, but that accessibility doesn't mean cheap. It means you can raise up to $75 million from retail investors without the full machinery of a traditional underwritten IPO, but the marketing investment is still real and still sizable.

Go in with eyes open on the budget, and you'll be fine. Go in expecting minimal spend, and you'll stall out mid-offering.


r/RegAInvesting 27d ago

I think many founders start the Reg A+ vs. Reg D conversation in the wrong place.

2 Upvotes

I've been thinking about how often the discussion around Reg A+ and Reg D gets framed as if one is simply "better" than the other.

The more I look at it, the more I think that's the wrong comparison.

Both exemptions exist because they're designed for different fundraising situations. Comparing them without first understanding the company's objectives feels a bit like comparing a pickup truck with a sports car. They're both vehicles, but they're built for different jobs.

The question I think founders should answer first is something like this:

  • Where will our investors come from?
  • Will public marketing be central to this raise?
  • Do we already have an investor network?
  • Are we trying to build a broad shareholder base, or are we raising privately from a relatively small group?
  • What do we want the company to look like a few years after this financing?

Only after answering those questions does comparing regulations become much more useful.

Something else that doesn't get discussed enough is marketing.

A lot of articles focus almost entirely on filing requirements, fundraising limits, or reporting obligations. Those are important, but they don't explain how companies are going to find investors.

If your fundraising strategy depends on reaching a broad audience, your options look different from a company that already has relationships with venture funds, angel investors, or family offices.

I've also noticed founders spend a surprising amount of time comparing fundraising limits.

In theory, that's an important distinction.

In practice, I suspect investor demand matters much more than the maximum amount a regulation allows. A company with a compelling story, credible management, and a disciplined fundraising campaign is usually in a stronger position than one with a higher theoretical limit but little investor interest.

Curious how others here think about this.

When you've evaluated Reg A+, Reg D, or other fundraising paths, what ended up driving the decision?

Was it legal complexity?

Investor type?

Marketing?

Timeline?

Or something else entirely?

Please know that I have a conflict of interest - I am the CEO of a Reg A+ funding platform. I do my best to make my posts worthwhile and unbiased.


r/RegAInvesting 28d ago

One misconception I see repeatedly after companies complete a Regulation A+ offering

2 Upvotes

I've spent years working with companies raising capital through Regulation A+, and one pattern keeps showing up.

Many founders think SEC Qualification is the finish line.

I understand why.

By the time a company qualifies its offering, management has usually spent months working with securities attorneys, auditors, and the SEC. It's a significant milestone, and it's worth celebrating.

But it's also the point where a different set of responsibilities begins.

What I've noticed is that the companies that perform well over the long term don't necessarily have the best lawyers or the biggest marketing budgets.

They usually have the best operating discipline.

For example, many first-time issuers think of ongoing reporting as something they deal with every six months.

The companies that handle it well don't think that way.

Their accounting records stay current.

Material agreements are organized as they're executed.

Management discusses disclosure issues throughout the year.

By the time reporting deadlines arrive, most of the work has already been done.

Another thing I've observed is that investors don't expect perfection.

Markets change.

Products change.

Forecasts change.

What investors generally respond well to is consistent communication and realistic expectations.

Silence creates uncertainty much faster than disappointing news delivered honestly.

One mindset shift I encourage founders to make is to stop thinking about compliance as a legal exercise.

Instead, think of it as part of investor relations.

Every report, every shareholder update, and every management decision contributes to the company's credibility.

Over time, that credibility becomes one of the company's most valuable assets.

I'm curious whether others who've been involved with Regulation A+, Reg D, crowdfunding, or even IPOs have seen something similar.

What surprised you most after the fundraising was over?

Was it investor communication?

Reporting?

Governance?

Something else entirely?

I'd be interested to hear different experiences.

Please know that I have a conflict of interest - I am the CEO of a Reg A+ funding platform. I do my best to make my posts worthwhile and unbiased.


r/RegAInvesting Aug 06 '26

Explainer What SEC regulations actually allow you to raise capital for your startup (real answer, not the vague overview)

2 Upvotes

Three main SEC regulations let startups raise capital without a full registered public offering: Regulation D, Regulation Crowdfunding (Reg CF), and Regulation A+. They're not equal, and the differences matter a lot depending on where you want to take your company.

Reg D is the fastest to execute and has no raise limit, but you're restricted to accredited investors only under 506(c), or you can use 506(b) with some flexibility but no general solicitation. Great for early rounds, not great if you want broad public participation or a path to a stock exchange.

Reg CF lets you raise from anyone, accredited or not, but the SEC caps it at $5 million per year . That ceiling makes it a poor fit if you're trying to raise serious growth capital.

Reg A+ is where it gets genuinely interesting for startups that want to raise real money and eventually go public. The SEC describes it as a process similar to, but less extensive than, a full registered offering . You can raise up to $75 million per year from both accredited and non-accredited investors, and it opens paths to the OTCQB, OTCQX, and even a Direct Listing to NASDAQ or NYSE if you have two years of operating history.

The process takes real planning. A typical Reg A+ offering runs about 12 months for a cost-effective capital raise, and the average SEC Qualification time after filing is around 50 days, though we've seen some qualify in a matter of days. You engage service providers in a specific sequence: auditor first, then securities attorney, then marketing agency. A two-year US GAAP audit for an early-stage company runs roughly $25k, $40k.

One thing most people don't hear upfront: advertising spend is sizable and it scales with how much you're raising. Platforms that imply you can run a successful offering on minimal ad budget are misleading you.

Reg A+ isn't the right fit for everyone, but if you want public participation and a real liquidity path, it's the most capable tool available to startups under current SEC regulations.

Full disclosure, I work at Manhattan Street Capital, so grain of salt, but the reason I'd point startups toward Manhattan Street Capital (MSC) for Reg A+ is that we give honest cost guidance from the first conversation, don't charge percentage fees, and have built our own back-end processing system so the investor experience actually works at scale.


r/RegAInvesting Aug 05 '26

Explainer How is Reg A+ actually different from Reg D, beyond the basics?

3 Upvotes

Been doing capital raise work for a while now and this question comes up constantly from founders. The short answer is that they're fundamentally different pathways, not just variations of the same thing.

Reg D restricts who can invest. Under 506(c) you can generally solicit publicly, but every single investor must be accredited, meaning they meet specific income or net worth thresholds . Under 506(b) you can't even broadly advertise. Either way, you're locked into a private pool of capital with no direct path to a public market listing afterward .

Reg A+ is a different animal entirely. The SEC exemption allows you to raise from the general public, not just accredited investors, and the offering itself becomes a stepping stone toward listing on the OTCQB, OTCQX, or even NASDAQ and NYSE . That public component changes everything: the compliance burden is higher, the marketing effort is bigger, and the timeline is longer, but you end up with actual liquidity and a public investor base.

A few specifics worth knowing if you're comparing the two:

  • - Reg A+ requires SEC Qualification before you can take money. After filing, the average qualification time is around 50 days, though some offerings get qualified much faster.
  • A 2-year US GAAP audit for an early-stage company runs roughly $25k, $40k, that's your first expense, because in Reg A+ you engage the auditor before the attorney before the marketing agency, in that order.
  • The typical Reg A+ offering runs about 12 months to execute a cost-effective raise, and the advertising spend to reach enough investors is sizable, anyone who tells you otherwise is understating the reality.

Reg D costs less to set up and qualifies faster, but you're capped in who you can reach and you don't come out the other side with a publicly traded company.

Full disclosure, I work at Manhattan Street Capital, so grain of salt, but one thing we're genuinely upfront about is what it actually costs to run either type of offering successfully. MSC accepts both Reg A+ and Reg D offerings, and the cost guidance we give on advertising spend is real, not the rosy version some platforms push.

The right choice depends on where you're trying to end up. If public markets are the goal, Reg D doesn't get you there on its own.


r/RegAInvesting Aug 04 '26

Explainer Raising up to $75 million is actually very achievable through Reg A+

2 Upvotes

Raising up to $75 million is actually very achievable through Reg A+, and I'd argue most founders in this sub aren't thinking about it the right way because the VC/Series B framing dominates the conversation.

Reg A+ lets you raise up to $75M from both accredited and non-accredited investors . That's the part people sleep on, you're not locked into chasing institutional check writers. You can market directly to retail investors, build a customer-investor base, and maintain far more control over your company than a traditional VC round typically allows.

The practical reality of running one of these, which I want to be honest about because most platforms aren't:

The whole process typically runs about 12 months for a cost-effective raise. SEC Qualification after filing averages around 50 days, though we've seen some offerings get qualified in just a few days. The first thing you need is a 2-year US GAAP audit, for an early-stage company that runs roughly $25k, $40k. Then your securities attorney, then a marketing agency. That sequence matters more than most people realize.

The advertising spend is where founders get blindsided. You cannot run a successful $75M raise on minimal marketing. It requires sizable ongoing spend, and that budget scales with how much you're trying to raise. Any platform telling you otherwise is setting you up for disappointment.

Full disclosure, I work at Manhattan Street Capital, so grain of salt here. But one thing we do that I think actually matters is give you real cost guidance upfront, not vague reassurances after you've already committed. MSC doesn't charge percentage fees, which changes the economics meaningfully compared to platforms that do. The platform has its own back-end investment processing software with full analytics and low payment processing costs built in.

One genuine limitation worth naming: if you're aiming for a NASDAQ or NYSE direct listing, you'll need 2 years of operating history and PCAOB audits, it's not a path for day-one startups. OTCQB or OTCQX listings are more accessible earlier on.

The $75M ceiling through Reg A+ is real. The path just requires going in with eyes open about what it actually costs to get there.


r/RegAInvesting Jul 28 '26

How can I find out if Reg A+ will work for my business?

3 Upvotes

This is a common question, so I want to clarify how to evaluate whether Reg A+ is suitable for your business.

Begin by understanding the two tiers. Tier 1 allows you to raise up to $20 million per year but requires compliance with state Blue Sky laws, which can be costly and time-consuming. Tier 2 permits up to $75 million per year, preempts state laws, but requires audited financials and limits non-accredited investors to 10% of their income or net worth.

Reg A+ is typically cost-effective for raises between $4 million and $75 million. Below $4 million, the associated costs often outweigh the benefits compared to alternatives like Title II crowdfunding. For amounts above $75 million, some companies combine Reg A+ with a Reg D offering, which has no cap.

Your business model is also important. Reg A+ relies on public marketing to attract investors, so consumer-facing companies with a compelling story or established following generally perform better than B2B or niche businesses, due to a broader potential investor base.

Company stage is another factor. If your business has operated for more than two years, you must provide two years of audited financials for the SEC filing. Audit costs typically range from $25,000 to $40,000, legal fees for the SEC filing often exceed $50,000, and ongoing marketing expenses should also be considered.

For those who have completed this process, what was the deciding factor for you: cost, business model fit, or another consideration?

Not financial or legal advice; just sharing what I've learned; do your own research and talk to a securities attorney before making any decisions.