Regulation A+
Regulation A+ is a mini-IPO that lets a company raise up to $75 million per 12-month period (Tier 2) from both accredited and non-accredited investors — open to your customers, community, and the crowd.
A mini-IPO open to the public. Raise up to $75M per year from your customers, community, and the crowd.
What You Get
- ✓Raise up to $75M every 12 months (Tier 2)
- ✓Open to non-accredited investors with limits
- ✓Freely tradable securities for investors
- ✓Test-the-waters marketing before qualification
Built Into Every Deal
Flat-fee engagement. Directly Listed charges a flat platform fee plus an equity grant at signing — quoted individually for every deal. No percentage-of-raise surprises.
eSignature execution. Subscription agreements and engagement letters are executed through Adobe Acrobat Sign with full audit trails.
Payments. Funds are handled directly from investors to the issuer — by card for amounts under $5,000, or by ACH or wire transfer straight to the issuer's bank account. Directly Listed never holds the funds.
Issuer-exemption model. Directly Listed is a technology platform; offerings are conducted by issuers in reliance on their own exemptions, with compliance workflows — accreditation, investor limits, KYC — built into the software.
Flat Fee Disclosure
Our SEC-licensed attorneys, consultants, and listing advisors are all paid out of the flat fee we charge. There are no separate legal bills—only third-party costs, such as legal opinions, valuation reports, audits, transfer agent and DTC fees, exchange application fees, and any annual exchange fees.
The flat fee is determined by the scope of services provided and your company's stage, along with an equity grant that is likewise set according to your startup's stage and needs. Every deal is quoted individually.
Understanding Regulation A+
Regulation A+ is a scaled public-offering exemption — effectively a “mini-IPO” — that lets eligible companies raise capital from both accredited and non-accredited investors after the SEC qualifies the offering. The issuer files an offering statement on Form 1-A and, once qualified, may broadly solicit and sell securities to the public subject to tiered rules.
At a glance
- ✓Raise up to $75M per 12 months under Tier 2 (up to $20M under Tier 1)
- ✓Open to the general public — no accredited-investor requirement
- ✓General solicitation and community-based marketing permitted
- ✓Tier 2 preempts state blue-sky registration; Tier 1 requires state review
- ✓Potential for liquidity once listed on an exchange
- ✓File Form 1-A and obtain SEC qualification before sales begin
Two tiers of compliance
Tier 1 permits raises of up to $20 million in a 12-month period and generally requires state securities (blue-sky) review with reviewed — not audited — financial statements. Tier 2 permits up to $75 million, preempts state registration to reduce multi-state filing burdens, but requires audited financials and ongoing reporting (annual, semiannual, and current-event reports) similar to a public company.
Investor access and limits
Reg A+ allows sales to retail investors with no SEC-imposed per-investor minimums. In Tier 2 offerings, non-accredited investors are generally limited to investing no more than 10% of the greater of their annual income or net worth, unless the issuer elects otherwise.
What it takes
Issuers prepare a comprehensive offering circular disclosing business operations, risk factors, management discussion, and financial statements. Tier 2 issuers should budget for audited financials, SEC review time and fees, and the ongoing reporting and investor-relations compliance that follow qualification — costs that also enhance investor confidence and secondary-market access.
Preparing for a Reg A+ raise
- ✓ Confirm eligibility — investment companies and blank-check companies are ineligible
- ✓ Assemble audited financial statements if pursuing Tier 2
- ✓ Budget for SEC review, fees, and ongoing reporting
- ✓ Design investor communications and distribution channels
- ✓ Evaluate whether Tier 1 or Tier 2 best balances goals against compliance cost
This summary is provided for general information only and is not legal, tax, or investment advice. Offerings are conducted by issuers in reliance on their own exemptions; confirm current requirements with qualified counsel.
Regulation A+, in depth
Regulation A+ is a Securities Act exemption created by the 2012 JOBS Act and put into its current two-tier form by SEC rules in 2015. Instead of a registered S-1, the issuer files a Form 1-A offering statement that the SEC reviews and must qualify before any sales; the offering circular must be public at least 21 days before qualification. The offering is open to the general public, including non-accredited investors, and the issuer may advertise it openly — testing the waters before and after filing is expressly permitted.
Tier 1 covers offerings up to $20 million in a rolling 12-month period, requires no audited financials and no ongoing SEC reporting, but must clear blue-sky review in every state where shares are sold. Tier 2 runs to $75 million, requires audited financials and ongoing reports — annual Form 1-K, semiannual 1-SA, current 1-U — and caps non-accredited investors at 10% of the greater of annual income or net worth unless the shares will list on a national exchange. Because Tier 2 preempts state review, it carries most Reg A+ volume. Affiliate secondary sales are capped at $6 million (Tier 1) and $22.5 million (Tier 2).
Eligibility is limited to U.S. and Canadian companies not already SEC-reporting, and excludes shells and funds. A Reg A+ round can run alongside a Reg D placement or a Regulation S offshore tranche, and the retail shareholder base it builds can be taken onto NASDAQ or NYSE through a direct listing, with an equity line or PIPE behind it. Directly Listed structures the offering, coordinates Form 1-A qualification, and plans the sequencing to a later listing — scoped as a flat platform fee plus an equity grant.
Related topics: NASDAQ Direct Listing · Regulation D 506(b) · Campaign Marketing · Investor FAQ
Regulation A+ — questions & answers
What is Regulation A+?
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 · Regulation D 506(b) · Campaign Marketing · Investor FAQ
What is the difference between Tier 1 and Tier 2?
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 · Regulation D 506(b) · Campaign Marketing · Investor FAQ
Regulation A+ vs Regulation D — which path fits?
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 · Regulation D 506(b) · Campaign Marketing · Investor FAQ
What does a Regulation A+ offering cost?
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 · Regulation D 506(b) · Campaign Marketing · Investor FAQ
How long does a Regulation A+ offering take?
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 · Regulation D 506(b) · Campaign Marketing · Investor FAQ
How does Regulation A+ affect a later exchange listing or future rounds?
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 · Regulation D 506(b) · Campaign Marketing · Investor FAQ
More questions? Browse the complete FAQ — 459+ answers across every structure, the Issuer FAQ, or the Investor FAQ.