Regulation A+
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. Investors fund by card for amounts under $5,000 (processed by Braintree, a PayPal service) and by wire or ACH above that.
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.