This article is for informational and research purposes only. We are not lawyers or registered investment advisers. Nothing here constitutes legal, financial, or securities advice. Platform fees, features, and policies change over time. Verify current terms directly with each platform before making any decisions. Before conducting any securities offering, consult a qualified securities attorney.
Choosing a platform for your Reg CF or Reg A+ raise is one of the most consequential early decisions in the entire process. The platform you choose affects how much control you have over the investor experience, whether you own your own data, how much you pay in fees, what compliance and transfer agent infrastructure is available to you, and whether your investors remain engaged long after the raise closes.
An important consideration when selecting your platform is this: some platforms are marketplaces where your offering competes for attention alongside dozens of others, and one platform gives you the infrastructure to own the entire investor experience yourself.
That distinction matters more than any other variable in platform selection. This article covers each major platform in depth, explains what makes each one different, and gives you a clear framework for choosing the right one for your raise.
The Market in 2025: What the Data Shows
Understanding the platform landscape starts with the numbers. In 2025, the equity crowdfunding market reached $924.8 million in total investment volume across Reg CF and Reg A+, a 58% increase year over year. The platform breakdown tells an important story:
- DealMaker facilitated $292 million in Reg A+ raises in 2025, representing more than 50% of all capital raised under Reg A+ that year, and has now helped companies raise over $2.3 billion in total across all raise types
- WeFunder led Reg CF platforms with $109 million raised in 2025
- StartEngine followed at $89 million in Reg CF in 2025
- Republic raised $20 million in Reg CF in 2025
DealMaker’s total capital facilitated across all raise types now exceeds $2.3 billion, making it North America’s largest retail capital-raising platform by total volume. That number reflects not just platform scale but a fundamentally different approach to what a capital-raising platform should be.
DealMaker: The Platform Built for Serious Raises
What It Is
DealMaker is an end-to-end, AI-driven, white-label capital raising platform headquartered in New York City. It is not a marketplace. It is infrastructure. Where other platforms host your offering on their platform alongside dozens of competing campaigns, DealMaker gives you the technology to run your own branded raise on your own domain, with full control over the investor experience from first click to final close.
That distinction is the foundation of everything else that makes DealMaker different. When you raise on WeFunder, StartEngine, or Republic, your investors are on their platform. They own the relationship. They own the data. You are a listing. When you raise on DealMaker, your investors are on your platform. You own the relationship. You own the data. And that ownership compounds over time across every raise you run.
DealMaker supports Reg CF, Reg A+, Reg D, and other offering types, making it the most versatile platform in the market for companies building a multi-raise capital strategy. Over 80% of DealMaker’s customers conduct multiple raises on the platform. That is not a coincidence. It is the result of a platform designed to support the entire capital-raising lifecycle, not just a single campaign.
The White Label Advantage
When a founder raises on a marketplace platform, they are sending their investors to someone else’s website. Those investors see other deals. They get marketed to by other companies. Their data lives in someone else’s system. The investor relationship that the founder worked to build belongs, at least partially, to the platform.
DealMaker’s white-label model eliminates that problem entirely. Your campaign lives on your domain with your branding. Investors who come to your raise stay in your ecosystem. They do not see competing deals. They do not get cross-marketed by the platform. And when the raise closes, you retain full access to every investor’s data: contact information, investment amount, communication history, and engagement metrics.
That data is one of the most valuable assets a company builds during a capital raise. It is the foundation for every future raise, every investor relations communication, and every remarketing effort. On a marketplace platform, access to that data is limited or nonexistent. On DealMaker, it is entirely yours.
The Best Checkout Experience in the Market
Conversion rates in equity crowdfunding are driven significantly by the quality of the investment checkout experience. A complicated, slow, or confusing checkout flow loses investors at the moment of commitment. DealMaker has invested heavily in building the most optimized investment checkout experience in the market.
The platform’s checkout flow is designed to minimize friction at every step, from investor accreditation and KYC processing to payment completion and subscription agreement execution. DealMaker’s Auto Review and Auto Accept features, launched in late 2025, automate compliance screening and counter-signing so that investor commitments convert to closed investments faster. For a Reg CF raise with hundreds of investors, the difference between a manual process and DealMaker’s automated close can mean weeks of accelerated working capital deployment.
Performance dashboards give issuers real-time visibility into marketing spend, funds raised, return on ad spend, funnel health, top acquisition channels, and investor demographics, all in one place, updated on a near real-time basis. This is the kind of data infrastructure that serious operators need to manage a raise the way they manage any other performance marketing campaign.
FINRA-Licensed Broker-Dealer and Registered Transfer Agent: All in One Place
One of the most operationally significant advantages of DealMaker is that it operates as both a FINRA-licensed broker-dealer and a registered SEC transfer agent, with both functions fully integrated into the same platform. For founders, this means the compliance infrastructure, the payment processing, the securities administration, and the investor recordkeeping all live in one place, managed by one partner, on one platform.
On other platforms, these functions are often fragmented across multiple vendors. The platform handles the raise. A separate transfer agent maintains the shareholder records. A separate compliance firm handles ongoing obligations. Each handoff is a potential failure point and an additional cost center.
DealMaker’s integrated transfer agent service, branded as DealMaker Shareholder Services, handles share issuance and transfers, maintains official shareholder records, processes corporate actions, distributes dividends, and manages ongoing compliance. Shareholders get access to a self-service portal where they can view their investments, access documents, update their account information, and manage shareholder inquiries without requiring manual intervention from the issuer. For companies that emerge from a raise with thousands of individual investors on their cap table, this self-service infrastructure is not optional. It is essential.
DealMaker’s transfer agent services have attracted companies migrating from other platforms. Legion M, one of the largest equity crowdfunded communities with over 58,000 investors, migrated its entire shareholder base from a competing transfer agent to DealMaker in early 2025, citing the platform’s ability to handle the unique complexity of a large, multi-round crowdfunded investor base.
DealMaker Engage: Investor Relations and Remarketing Built In
Closing a raise is not the end of the investor relationship. It is the beginning. The companies that build the most successful long-term capital strategies treat their investor base as a community to be cultivated, not a transaction to be completed.
DealMaker Engage is the platform’s built-in investor relations, community management, and remarketing tool. It functions as a combined CRM, content management system, and investor communications platform, built directly into the same ecosystem as the raise itself. Issuers can segment their investor base, send targeted updates, share company news, tag and track investor engagement, and communicate with current and prospective investors without exporting data to a third-party tool.
The reinvestment mechanic built into Engage is particularly powerful. An integrated Invest Now feature allows existing investors to reinvest directly from within the investor portal, without navigating back through a separate campaign page. For companies planning multiple raises, this creates a remarketing engine that is already warmed up before the next raise opens. Existing investors who are already engaged, already informed, and already connected to an easy reinvestment path are the highest-converting audience for any subsequent campaign.
DealMaker’s platform also supports social media integration into the Engage investor newsfeed, allowing public updates to flow directly into the investor portal so that keeping investors informed does not require duplicating effort across separate channels. The goal is consistent investor engagement between raises, not just during them. That consistency is what turns a one-time investor into a repeat investor and a repeat investor into a genuine community member.
As one DealMaker issuer put it directly: the other platforms are like Amazon. You cannot contact your customers. On DealMaker, you can. That access to your own investor relationships is the most durable competitive advantage the platform provides.
Marketing Services and Investor Acquisition
Beyond the platform infrastructure, DealMaker offers marketing services designed to help issuers acquire investors through paid digital channels. These services cover paid media strategy across Google, Meta, and other platforms, creative development, campaign management, and performance tracking all connected to the same analytics infrastructure as the raise itself.
The acquisition of Rally On Media in 2025 added additional media and marketing capabilities to DealMaker’s service offering, reflecting the company’s belief that the most successful raises combine great platform infrastructure with great investor acquisition strategy. The two are not separate workstreams. They are the same campaign.
Who DealMaker Is Best For
- Growth-stage companies running Reg A+ raises of $5 million or more that want full control over the investor experience
- Companies with an existing audience or brand that want to keep investors in their own ecosystem rather than a third-party marketplace
- Founders who understand the long-term value of owning their investor data and want to build a compounding capital strategy across multiple raises
- Companies that want integrated broker-dealer, transfer agent, and investor relations infrastructure in a single platform
- Operators who want the best conversion-optimized checkout experience available and real-time analytics to manage the raise like a performance marketing campaign
- Companies with a long-term investor community strategy who need a remarketing and re-engagement tool that works between raises, not just during them
The one honest consideration: DealMaker’s white-label model means you are responsible for driving traffic to your own raise. There is no marketplace feed of browsing investors who might discover your campaign organically. The platform gives you world-class infrastructure. You bring the audience. For companies with a strong brand, an existing customer base, or a marketing partner who can build the audience, that is exactly the right trade. For companies that are hoping the platform itself will generate investor interest without any marketing investment, a marketplace platform may be a better starting point.
StartEngine: The High-Volume Platform With a Secondary Market
What It Is
StartEngine is one of the most established equity crowdfunding platforms in the U.S., founded in 2014 and headquartered in Los Angeles. It raised $89 million in Reg CF volume in 2025 and serves both Reg CF and Reg A+ raises. The platform has processed hundreds of millions of dollars in total investment volume since its founding and has built one of the largest retail investor bases in the equity crowdfunding market.
StartEngine’s investor base tends toward companies at a more mature stage than WeFunder’s, which is reflected in the platform’s higher median raise amount. In a comparative analysis of platform performance, 50% of companies on StartEngine raised $200,000 or more, roughly twice the median raise seen on WeFunder and Republic. The upper quartile raise on StartEngine exceeded $540,000, indicating a meaningful proportion of campaigns raising well above the median.
The Secondary Market: StartEngine’s Defining Differentiator
Liquidity has historically been one of the most significant friction points in equity crowdfunding. Investors who commit capital to a private company through a Reg CF or Reg A+ offering face an indefinite holding period. There is no guaranteed path to liquidity short of an acquisition, an IPO, or a buyback by the issuer. For retail investors considering larger commitments, that lack of liquidity is a real objection.
StartEngine’s secondary market is the most developed attempt in the Reg CF space to address this problem. The secondary market allows investors in certain StartEngine offerings to list their shares for sale to other investors on the platform after the campaign closes, providing a degree of tradability that no other major Reg CF platform currently offers at the same scale.
For issuers, the secondary market is a selling point that can meaningfully reduce investor hesitation at the point of commitment. Being able to tell prospective investors that there is a potential path to liquidity through the StartEngine secondary market, even if that path is not guaranteed, addresses one of the most common objections in the retail investor decision process.
There are important caveats. Secondary market liquidity on StartEngine is not guaranteed. Trading volume varies significantly across issuers, and many shares listed on the secondary market do not find buyers quickly or at all. Investors should understand that the secondary market provides a potential liquidity option, not a reliable one. But as a differentiator for issuers looking to reduce investor friction, it is genuine and meaningful.
StartEngine’s secondary market is particularly valuable for Reg A+ raises, where individual investment amounts tend to be larger and investor concerns about holding period are proportionally greater. If your Reg A+ offering is likely to attract investors making commitments of $5,000 or more, the secondary market conversation is worth having.
Platform Tools and Campaign Experience
StartEngine emphasizes founder autonomy in campaign execution. The platform provides a modular campaign builder with customizable landing pages, embeddable investment widgets, and API access for technical teams that want deeper integration. Optional premium packages provide access to advanced analytics, secondary market promotion, and additional marketing support.
For founders with in-house marketing and communications capability, StartEngine’s toolset supports a largely self-directed campaign experience. For founders who need more structured guidance and hands-on support, the platform’s optional consultation packages fill some of that gap, though the experience is less curated than WeFunder’s fellowship model or Republic’s mandatory review process.
StartEngine also benefits from the strategic involvement of Kevin O’Leary, the investor and entrepreneur known from Shark Tank, who serves as a strategic adviser to the platform. That association has generated significant media visibility for StartEngine and contributes to its brand recognition among retail investors who are familiar with O’Leary’s involvement in the startup investment space.
Fees
StartEngine charges a success fee on funds raised plus a payment processing fee. For Reg A+ raises, fee structures differ from Reg CF and may include equity components in addition to cash fees. Fee terms are subject to negotiation and change over time. Verify current terms directly with StartEngine before committing to any raise on the platform.
Who StartEngine Is Best For
- Companies raising $500,000 or more that want access to a large, experienced retail investor base with a demonstrated history of writing meaningful checks
- Issuers for whom investor liquidity is a meaningful consideration and who want to offer the secondary market as a selling point to prospective investors
- Founders with in-house marketing and communications capability who want a self-directed campaign experience with strong platform tools and API access
- Companies in green energy, sustainability, and consumer technology sectors that have historically performed well on the platform
- Companies running Reg A+ raises who want the secondary market option available to larger investors
WeFunder: The Community Round Platform
What It Is
WeFunder is the largest Reg CF platform by number of active campaigns and led Reg CF volume in 2025 with $109 million raised. It was founded in 2012 and has positioned itself as the home of the community round: a raise where customers, fans, and community members become investors alongside traditional retail participants.
WeFunder’s investor base skews toward mission-aligned retail investors who are motivated by belief in a company or founder as much as financial return expectations. The platform has a social dimension built in: investors can comment publicly on campaigns, share raises with their networks, and interact with founders in a way that generates organic word-of-mouth momentum when a campaign is performing well. This social layer is one of WeFunder’s genuine differentiators from a community-building perspective.
Volume and Competition for Attention
WeFunder hosted approximately 280 rated deals in 2024 according to Kingscrowd analysis, the highest volume of any platform. That volume is both an advantage and a challenge. The advantage is a large, active investor base with significant browsing traffic. The challenge is that your campaign competes for that attention alongside a large number of simultaneously active raises.
On WeFunder, a compelling campaign page and a strong pre-launch audience are especially important because the feed is crowded. Campaigns that open with momentum, meaning a base of early committed investors from the founder’s own network who invest in the first days of the raise, consistently outperform campaigns that open cold and rely on platform discovery. The platform rewards campaigns that arrive with energy, not campaigns that are hoping the platform generates it.
Support and Onboarding
WeFunder offers a founder support program that pairs companies with advisers who provide feedback on campaign materials, pitch content, and outreach strategy. The platform’s dashboard integrates compliance tracking, referral tools, and campaign analytics in a single interface. For founders running their first public raise, the guided onboarding experience is a meaningful advantage over more self-directed platforms.
WeFunder has historically offered fee waiver arrangements for certain qualifying raises. The platform charges a success fee on funds raised plus a payment processing and escrow fee. Verify current fee structures directly with WeFunder before committing, as these terms are subject to change and are sometimes negotiated individually.
The Marketplace Trade-Off
WeFunder is a marketplace. Your investors are on WeFunder’s platform. Their data is in WeFunder’s system. The ongoing relationship is mediated by WeFunder. Your campaign page competes for attention with every other offering on the platform at any given time. For companies that are building a long-term direct investor community strategy, this is a meaningful limitation. For companies that are raising once, at an early stage, and want access to a large built-in investor audience, it is a reasonable starting point.
Who WeFunder Is Best For
- Early-stage companies with an engaged community and a compelling story who want access to a large investor feed with built-in browsing traffic
- Consumer-facing companies and mission-driven businesses where the social sharing and community features of the platform amplify campaign momentum
- Founders running their first public raise who want hands-on support and a guided onboarding experience
- Companies raising under $1 million who want a straightforward path to market without the white-label infrastructure investment that DealMaker requires
Republic: The Curated Quality Platform
What It Is
Republic is the most selective of the major Reg CF platforms. It accepts fewer companies than WeFunder and StartEngine, and its curation process is more rigorous. The result is a platform whose deals consistently rank highest in third-party quality assessments. Over a 30-month data period analyzed by Kingscrowd, Republic produced approximately 39% of all top-rated deals across the major platforms, the highest proportion of any single platform despite having significantly fewer total listings.
Republic’s investor base is more globally dispersed than its competitors and includes both non-accredited retail investors and accredited investors who participate in co-investment rounds alongside venture funds. The platform has a meaningful international investor presence that distinguishes it from WeFunder and StartEngine, whose investor bases are more concentrated in the U.S.
The Curation Signal
Being accepted onto Republic carries an implicit quality signal that is different from what any other major platform provides. Republic reviewed your company, evaluated it against its standards, and chose to list it. For investors on the platform, that curation carries weight. It signals that a credible third party has assessed the opportunity and found it worth presenting to their investor base.
For founders, that signal has real value in certain contexts. If your investor profile skews toward more sophisticated retail investors or accredited individuals who are making considered investment decisions rather than impulse commitments, the Republic credibility signal can accelerate the decision-making process.
Education-First Onboarding
Republic’s onboarding process is more education-focused and structured than its competitors. Founders go through mandatory review processes for legal documents and campaign materials before the offering goes live. Interactive tutorials on term sheets, mandatory walkthroughs of legal documents, and live office hours with experienced operators are part of the preparation process.
This lengthens the preparation timeline relative to WeFunder and StartEngine. But it reduces the risk of compliance errors, campaign presentation problems, and investor confusion about the terms of the offering. For founders who want a more guided experience and are willing to invest the additional preparation time, Republic’s process produces consistently polished campaign presentations.
Fees
Republic charges a platform fee on funds raised plus a payment processing fee, and a nominal upfront due diligence fee that is refunded upon a successful close. Verify current terms directly with Republic before committing to a raise on the platform.
Who Republic Is Best For
- Tech-focused or mission-driven companies that meet a higher bar for due diligence and want the credibility signal of a selective platform
- Companies whose ideal investor profile is more sophisticated and is likely to make larger individual commitments based on careful evaluation rather than community enthusiasm
- Issuers raising from a mix of retail and accredited investors who want a platform that serves both audiences well with co-investment round mechanics
- Founders with a longer preparation timeline who can accommodate Republic’s structured onboarding and benefit from the education-first approach to campaign preparation
- Companies with international investor audiences who want access to Republic’s globally dispersed investor base
Head-to-Head: The Key Differences at a Glance
| Feature | DealMaker | StartEngine | WeFunder | Republic |
|---|---|---|---|---|
| Platform model | White-label, own domain | Marketplace | Marketplace | Marketplace |
| You own investor data | Yes, fully | Limited | Limited | Limited |
| Reg A+ specialized | Yes, dominant in market | Yes, supported | Limited | Limited |
| Integrated transfer agent | Yes | No | No | No |
| FINRA broker-dealer | Yes, integrated | Yes, integrated | Yes, integrated | Yes, integrated |
| Investor remarketing tool | Yes, DealMaker Engage | No | No | No |
| Secondary market | No | Yes | No | No |
| Built-in investor traffic | No, you drive traffic | Yes | Yes, largest volume | Yes, curated |
| Curation and selectivity | Application required | Moderate | Low to moderate | High |
| Best raise size | $5M and above | $500K and above | Early stage to $2M | Any, quality focused |
| Total 2025 volume | $292M Reg A+ | $89M Reg CF | $109M Reg CF | $20M Reg CF |
The Framework for Choosing
Here is the honest framework for making this decision.
If you are running a serious Reg A+ raise, or a Reg CF raise where you have an existing audience and want to own the investor experience from end to end, DealMaker is the right platform. The integrated broker-dealer, transfer agent, investor relations, and remarketing infrastructure it provides is not available from any other single platform. The white-label model means you build equity in your own investor community with every raise, not in someone else’s marketplace. The checkout experience, the compliance automation, and the data infrastructure are built for operators who take the raise seriously and plan to return for future rounds.
If investor liquidity is a meaningful concern for your target investor profile and you want to offer a secondary market as a selling point, StartEngine is the only platform that provides that option at scale. For larger Reg CF raises or Reg A+ campaigns where individual investment amounts are significant, the secondary market conversation is a real differentiator worth having with prospective investors.
If you are earlier stage, raising under $1 million, and looking for a marketplace with built-in investor traffic and a guided onboarding experience, WeFunder is the most accessible starting point. The community features and social mechanics are genuine assets for consumer-facing companies with an enthusiastic audience.
If you want the credibility signal of a curated platform and your investor profile skews toward more sophisticated retail investors making considered, larger commitments, Republic is worth the additional preparation time its onboarding requires.
The Platform Is One Variable. The Strategy Is Everything.
Platform selection matters. But it is one variable in a raise that has many. The companies that consistently outperform on every platform are the ones that arrive with a clear story, a built audience, a marketing plan, and an investor communications strategy that runs from pre-launch through close and beyond.
No platform delivers investors to you. You bring investors to the platform. The platform provides the infrastructure, the compliance framework, and the investor interface. The campaign, the messaging, and the communications strategy are yours to build.
That is where the raise is won. And it is where the work begins before you ever choose a platform.
At Momentum, we work with companies building serious direct-to- investor capital raises. The platform decision is one of the first conversations we have with every client, because it shapes everything that follows. For the companies we work with, the ones raising significant capital with a long-term investor community strategy, DealMaker’s infrastructure is the right foundation. The work we do on top of that foundation, the story, the communications strategy, the marketing campaign, and the investor relations infrastructure, is what turns a qualified offering into a successful raise.
The Bottom Line
The platform decision is more consequential than most founders realize when they start researching their raise. It determines who owns your investor data, what your investor experience looks like, what compliance and transfer agent infrastructure you have access to, and whether your raise builds a community you can return to or a transaction that ends at close.
DealMaker has built the most complete end-to-end infrastructure for serious direct-to-investor capital raising in the market. The numbers support it: over $2.3 billion in total capital raised, more than 50% of all Reg A+ capital in 2025, and over 80% of customers returning for multiple raises. That last number is the most telling. The companies that use it once tend to use it again. Because the platform they build the first time is still theirs when they come back for the second raise.
StartEngine brings a genuine secondary market liquidity option that no other platform matches. WeFunder brings the largest Reg CF investor community and the strongest social mechanics for early-stage consumer raises. Republic brings curation, credibility, and a sophisticated investor base for companies that meet its standards.
Each platform has a legitimate role in the market. The question is which one matches what you are actually trying to build.
Platform data cited in this article is drawn from publicly available third-party analyses including Kingscrowd research published in 2024 and 2025 and publicly available company announcements. Platform fees, features, and policies change frequently. Verify all current terms directly with each platform. For SEC registration status of funding portals and broker-dealers, see FINRA BrokerCheck and the SEC’s list of registered funding portals at sec.gov. This article is intended for informational purposes only. We are not attorneys. Consult qualified legal counsel before conducting any securities offering.
This article is for informational and research purposes only. We are not lawyers or registered investment advisers. Nothing here constitutes legal, financial, or securities advice. Before making any decisions about your capital raise, consult a qualified securities attorney.
Regulation A+ is the most powerful direct-to-investor capital raising tool available to private companies in the United States today. It allows eligible companies to raise up to $75 million from the general public, including non-accredited investors, in a fully regulated offering that sits between a traditional private placement and a full IPO.
It is sometimes called the mini-IPO. That label is useful shorthand but it understates what Reg A+ actually is. A traditional IPO is a one-time liquidity event designed to take a company public on a major exchange. Reg A+ is a capital raising tool that can be used multiple times, by companies at various stages of growth, to build a direct relationship with a large public investor base while remaining private.
For the right company with the right story and the right communications strategy, Reg A+ is not just a way to raise money. It is a way to build a brand, a community, and a capital foundation that compounds over time.
This article covers everything founders need to know: the regulatory framework, the two tiers, the disclosure requirements, the marketing rules, and the strategic profile of a company that wins with Reg A+.
Where Reg A+ Comes From
The original Regulation A was part of the Securities Act of 1933 and allowed small companies to raise up to $5 million from the public with a streamlined disclosure process. For decades, it was rarely used. The cap was too low, the process was too burdensome relative to the amount that could be raised, and state-level blue sky regulations created a compliance nightmare for issuers trying to reach investors across multiple states.
Title IV of the JOBS Act of 2012 directed the SEC to overhaul Regulation A entirely. The SEC responded with sweeping amendments finalized on March 25, 2015, under Release No. 33-9741, which became effective on June 19, 2015. The revised rules, codified at 17 CFR Part 230, created what practitioners now call Regulation A+: a two-tier framework with a dramatically higher offering cap, federal preemption of state blue sky laws for Tier 2 offerings, and a modernized disclosure and ongoing reporting structure.
The results speak for themselves. In the ten years since Reg A+ took effect, more than 1,400 offerings have been conducted under the exemption, seeking to raise an aggregate of more than $28 billion in capital. Approximately $9.4 billion in proceeds has been reported across more than 800 issuers. Tier 2 offerings have raised an average of $12.5 million per raise. The market is real, it is growing, and it is increasingly being used by serious growth-stage companies as a deliberate alternative to traditional institutional fundraising.
Tier 1 vs. Tier 2: Understanding the Two Structures
Reg A+ has two tiers. They are not interchangeable. For most growth-stage companies considering a serious raise, Tier 2 is the relevant structure. Here is why.
Tier 1
Tier 1 allows companies to raise up to $20 million in a 12-month period from both accredited and non-accredited investors. Tier 1 offerings require SEC qualification but are also subject to state-level blue sky registration requirements in every state where securities are offered. This means compliance across potentially 50 separate state regulatory regimes, which creates significant cost and complexity. Tier 1 offerings do not require ongoing annual reporting after the offering closes.
For most companies, the state-by-state compliance burden makes Tier 1 impractical unless the raise is geographically concentrated or the company has specific reasons to prefer the lower cap.
Tier 2
Tier 2 is where Reg A+ becomes a genuinely powerful tool. Tier 2 allows companies to raise up to $75 million in a 12-month period. Critically, Tier 2 offerings are federally preempted from state blue sky registration requirements under Section 18(b)(4)(D) of the Securities Act. This means a company can offer securities to investors in all 50 states without filing separately with each state’s securities regulator. That preemption is one of the most significant practical advantages of Reg A+ Tier 2 over other exempt offering structures.
Tier 2 requires audited financial statements, an offering circular filed with and qualified by the SEC, and ongoing annual, semiannual, and current reporting obligations after the offering. Non-accredited investors in a Tier 2 offering are limited to investing no more than 10% of the greater of their annual income or net worth. Accredited investors face no such limits.
For a growth-stage company with the ambition and infrastructure to support it, Tier 2 is the right structure. It is the one we focus on at Momentum because it is the one that changes what is possible.
The Key Rules Every Founder Needs to Know
The $75 Million Cap
Under Rule 251(a), a Tier 2 issuer may raise up to $75 million in a 12-month period. Of that amount, no more than $22.5 million may be sold by selling securityholders, meaning existing shareholders who are selling their own shares as part of the offering. The remaining amount must be primary shares sold by the company itself.
This cap resets every 12 months, which means Reg A+ can be used for repeat raises. Companies like Fundrise have conducted multiple Reg A+ offerings over time, building a growing base of direct retail investors with each successive raise.
Issuer Eligibility
Under Rule 251(b), Reg A+ is available only to companies organized under the laws of the United States or Canada, with their principal place of business in the United States or Canada. Companies already subject to Exchange Act reporting requirements, investment companies, blank check companies, and companies disqualified under Rule 262 are not eligible.
Unlike Reg CF, Reg A+ does not exclude all foreign issuers. Canadian companies with U.S. operations can use it. But for practical purposes, the market is primarily U.S. companies raising from U.S. investors.
The Offering Circular: Form 1-A
The primary disclosure document for a Reg A+ offering is the offering circular, filed as part of Form 1-A with the SEC. Unlike a Reg CF Form C, which goes effective automatically after a review period, a Reg A+ offering must be qualified by the SEC before it can proceed. The SEC reviews the Form 1-A and may issue comments that the issuer must respond to before the offering is declared qualified.
Form 1-A must include:
- A detailed description of the business, its history, and its products or services
- Management’s discussion and analysis of financial condition and results of operations
- A description of the securities being offered and the use of proceeds
- Audited financial statements for the two most recently completed fiscal years
- A description of the company’s directors, officers, and significant employees
- Related party transaction disclosures
- Risk factors
- A description of the company’s ownership structure and capitalization
The Form 1-A preparation process is more involved than a Reg CF Form C. Plan for a minimum of 60 to 90 days from the start of document preparation to SEC qualification, and often longer for companies preparing audited financials for the first time. This timeline is one of the most commonly underestimated aspects of a Reg A+ raise.
Financial Statement Requirements
Tier 2 offerings require audited financial statements for the two most recently completed fiscal years, prepared in accordance with U.S. GAAP and audited by an independent auditor. For companies that have been operating for less than two years, audited financials are required for whatever period the company has been in existence.
This is a real requirement with real cost and timeline implications. Audits for early-stage companies can cost anywhere from $15,000 to $50,000 or more depending on complexity. Engaging an auditor early is not optional. It is the first step in the Reg A+ preparation process.
Testing the Waters
One of the most strategically valuable features of Reg A+ is the ability to test the waters before filing Form 1-A with the SEC. Under Rule 255, issuers may solicit indications of interest from potential investors before the offering is qualified, provided that any such communications include a required legend and that no money is accepted until the offering is qualified.
Testing the waters is not just a regulatory permission. It is a strategic tool that the best Reg A+ campaigns use deliberately. A well-executed testing the waters campaign builds a committed audience of potential investors before the offering opens, creates social proof that accelerates early momentum, and gives the issuer real data on messaging and investor interest before committing to the full offering process.
At Momentum, we treat the testing the waters phase as the foundation of the entire raise. The work done before the offering opens is what determines how the offering performs.
Ongoing Reporting Obligations
Unlike Reg CF, where reporting obligations can be terminated relatively quickly, Tier 2 Reg A+ issuers have more substantial ongoing requirements:
- Form 1-K: Annual report filed within 120 days of fiscal year end, including audited financial statements and a discussion of the business and financial condition
- Form 1-SA: Semiannual report filed within 90 days of the end of the first six months of the fiscal year, including reviewed financial statements
- Form 1-U: Current report filed within four business days of certain material events, including fundamental changes to the business, bankruptcy, departures of principal officers, and changes in fiscal year
These are real obligations. They require ongoing accounting support and legal oversight. Companies that go into a Reg A+ raise without planning for the post-offering reporting infrastructure consistently struggle with compliance after the close.
The Marketing Rules: What You Can and Cannot Do
One of the most important advantages of Reg A+ over traditional private placements is the ability to engage in general solicitation and advertising. Under Rule 251(d)(1), issuers may use any means of communication to offer securities in a Reg A+ offering, including social media, email, television, radio, print advertising, and digital marketing.
This is a fundamental difference from Reg D Rule 506(b), which prohibits general solicitation entirely. In a Reg A+ offering, you can run paid digital advertising, issue press releases, post on social media, run email campaigns, and engage media. You can market your raise to the world.
That permission is also a responsibility. Every communication that constitutes an offer of securities must comply with the antifraud provisions of the Securities Act. Forward-looking statements must be clearly identified as such. Material information cannot be omitted in a way that makes a statement misleading. And any written offer made after the offering is qualified must be accompanied by or preceded by the qualified offering circular.
The marketing freedom that Reg A+ provides is one of its greatest strategic assets. It is also where companies without a disciplined communications strategy tend to create compliance problems. Every piece of campaign content should be reviewed for securities law compliance before it goes out.
Who Reg A+ Is Built For
Reg A+ is not the right tool for every company. It is the right tool for a specific profile of company, and when the fit is right, it is exceptionally powerful.
The companies that consistently succeed with Reg A+ share several characteristics:
A Story That Retail Investors Can Connect With
Reg A+ is a direct-to-investor capital raise. You are not pitching one institutional partner in a conference room. You are marketing to thousands of people who are encountering your story for the first time and deciding whether to invest based on what they see, read, and feel about your company.
That means the story has to work at scale. It has to be clear, compelling, and emotionally resonant to a non-expert audience. The market has to be large enough that the opportunity is obvious. The product or mission has to be something people can get behind. And the founder has to be able to tell it convincingly across multiple channels and formats.
This is the formula we return to at Momentum: good story, big industry, disruptive or differentiated position, and the ability to communicate it consistently and at scale. When all four are present, a Reg A+ raise can be one of the most powerful capital and brand building events a company undertakes.
A Growth-Stage Company With Real Traction
The average Tier 2 Reg A+ offering raises $12.5 million. The largest raises have exceeded $75 million. These are not seed-stage numbers. The companies that raise at that scale have revenue, customers, and a demonstrable track record that gives retail investors confidence.
That does not mean early-stage companies cannot use Reg A+. Some do. But the sweet spot is a company that has moved past the concept stage, has real evidence of product-market fit, and is raising to scale a business that is already working.
A Company With the Infrastructure to Support the Process
Reg A+ requires audited financials, an SEC-qualified offering circular, ongoing reporting obligations, and a sustained marketing campaign. It is not a lightweight process. Companies that go into it without the legal, accounting, and communications infrastructure to support it consistently run into problems.
The companies that do it well treat it like the significant undertaking it is. They engage their legal counsel and auditors early. They build their communications strategy before they file. They plan their marketing calendar across the full arc of the raise, not just the launch week. And they invest in investor relations as an ongoing function, not a one-time effort.
Reg A+ vs. a Traditional IPO
The mini-IPO label invites comparison, so it is worth being direct about the differences.
A traditional IPO is underwritten by an investment bank, listed on a major exchange, and designed to create immediate public market liquidity for existing shareholders. It is an extraordinarily expensive process, with total costs commonly running from $5 million to $15 million or more, and it is designed for companies with hundreds of millions in revenue and a clear path to massive scale.
Reg A+ is none of those things. It is not underwritten. It does not result in an exchange listing by default, though Reg A+ securities can be listed on certain exchanges and alternative trading systems. It does not create the same level of immediate public market liquidity. And it is accessible to companies at a much earlier stage of development.
What Reg A+ shares with an IPO is the ability to raise from the general public and the requirement for meaningful public disclosure. Beyond that, they are different tools for different purposes. The right question is not whether Reg A+ is as good as an IPO. The right question is whether Reg A+ is the right tool for your raise right now. For a growing number of companies, the answer is yes.
What the Data Says About Reg A+ in 2025
The Reg A+ market had a strong 2025. Key data points:
- DealMaker Securities led all platforms in Reg A+ capital raising in 2025, facilitating $292 million in Reg A+ raises, representing more than 50% of all capital raised under Reg A+ that year
- 41 new Reg A+ offerings launched in 2025, with an average raise of $20.5 million and a median raise of $8.4 million
- Of 58 Reg A+ closings in 2025, 31 successfully closed with funds raised
- Notable raises in 2025 included Newsmax at approximately $75 million, Pacaso at $61 million, and several other companies raising $40 million or more
- Total Reg A+ volume in 2025 contributed to an overall investment crowdfunding market of $924.8 million, a 58% increase year over year
The market is not theoretical. It is producing real outcomes for real companies. The infrastructure is in place. The investor base is growing. And the companies that show up with the right story and the right communications strategy are raising serious money.
The Communications Imperative
Everything in a Reg A+ raise comes back to communications. The offering circular is a disclosure document, not a marketing document. The Form 1-A gets you qualified. It does not get you funded.
What gets you funded is the story you tell before the offering opens, the campaign you run while it is live, and the investor relations infrastructure you maintain throughout. It is the email sequences, the press coverage, the founder video, the social content, the update cadence, and the thousand small communications decisions that determine whether retail investors choose your raise over the dozens of other options competing for their attention.
At Momentum, this is the work we do. We help companies building serious Reg A+ raises develop the messaging, the strategy, and the communications infrastructure to execute at the level the raise requires. Because at $20 million, $40 million, or $75 million, the stakes are high enough that underinvesting in communications is not a minor mistake. It is the difference between a raise that succeeds and one that does not.
The Bottom Line
Regulation A+ is the most significant direct-to-investor capital raising tool available to private companies in the U.S. market today. It allows serious growth-stage companies to raise up to $75 million from the general public, build a large and engaged retail investor base, and create a capital foundation that does not require giving away board control or accepting the return expectations of institutional investors.
It is not simple. It requires real preparation, real infrastructure, and a real commitment to communications. But for the right company with the right story, the potential is genuinely significant.
The founders who do it well treat it like what it is: a major strategic initiative that combines capital markets, marketing, and brand building into a single campaign. When those disciplines converge, the results speak for themselves.
For the full text of Regulation A+ rules, see 17 CFR Part 230, Subpart E, and SEC Release No. 33-9741. For Form 1-A filing requirements and the SEC qualification process, visit the SEC’s EDGAR system at edgar.sec.gov. For ongoing reporting forms including Form 1-K, Form 1-SA, and Form 1-U, see the SEC’s guidance on Regulation A reporting obligations. This article is intended for informational purposes only. We are not attorneys. Consult qualified legal counsel before conducting any securities offering.
This article is for informational and research purposes only. We are not lawyers or registered investment advisers. Nothing here constitutes legal, financial, or securities advice. Before making any decisions about your capital raise, consult a qualified securities attorney.
Regulation Crowdfunding, commonly called Reg CF, is one of the most significant changes to U.S. securities law in a generation. It opened the capital markets to everyday investors and gave founders a legal, regulated path to raise money directly from the public without going through Wall Street, a venture firm, or an investment bank.
Most founders have heard of it. Far fewer understand how it actually works, what it requires, and whether it is the right tool for their raise. This guide covers all of it, in plain language, with the regulatory specifics that matter.
And if your raise needs to go bigger than $5 million, we will get to that too.
Where Reg CF Comes From
Before 2016, raising money from the general public meant registering a full public offering with the SEC, a process that cost hundreds of thousands of dollars in legal and accounting fees and was effectively unavailable to early-stage companies. The only legal path to raise from non-accredited investors was to go public. Everything else required limiting your raise to accredited investors, people who meet the SEC’s income or net worth thresholds under Rule 501 of Regulation D.
The JOBS Act changed that. Signed into law on April 5, 2012, the Jumpstart Our Business Startups Act directed the SEC to create a new exemption allowing private companies to raise capital from the general public through regulated online platforms. Title III of the JOBS Act established the framework. The SEC finalized the rules on October 30, 2015, under Release No. 33-9974, and they became effective on May 16, 2016, codified at 17 CFR Part 227.
In March 2021, the SEC significantly expanded the program under Release No. 33-10884, raising the offering cap from $1.07 million to $5 million in any 12-month period. That change was a turning point. It made Reg CF a serious capital raising tool rather than a symbolic one.
Since its launch, approximately 7,000 issuers have conducted roughly 8,500 Reg CF offerings, reporting a combined $1.3 billion in proceeds. The market has matured considerably and continues to grow.
What Reg CF Actually Allows You to Do
Reg CF allows a private company to offer and sell securities to the general public, including people who are not accredited investors, through a registered online platform. You do not need to file a full registration statement with the SEC. You do not need an investment bank. You do not need to limit your investor pool to wealthy individuals.
This is what direct-to-investor capital raising looks like in practice. Instead of pitching one partner at a venture firm, you are making your case to thousands of people simultaneously: customers, fans, community members, and retail investors who believe in what you are building. The capital comes from the crowd, not the conference room.
What you do need to make it happen:
- A completed Form C filed with the SEC before your offering goes live
- A registered broker-dealer or SEC-registered, FINRA-member funding portal to host the offering
- Financial statements that meet the requirements for your offering size
- Ongoing reporting obligations after a successful raise
In exchange, you can raise up to $5 million in a 12-month period from an essentially unlimited number of investors, accredited and non-accredited alike, in a fully legal and regulated offering.
The Key Rules Every Founder Needs to Know
The $5 Million Annual Cap
Under Rule 100(a)(1), an issuer may not raise more than $5 million through Reg CF in any 12-month period. This limit applies in aggregate across all platforms and all simultaneous Reg CF offerings. You cannot run two separate Reg CF campaigns at the same time on two different platforms to double your cap. The $5 million ceiling is absolute.
If you need to raise more than $5 million, Regulation A+ raises the ceiling to $75 million and is worth understanding as the next step up. We cover that in depth separately.
Who Can Invest and How Much
One of the most important features of Reg CF is that it is open to non-accredited investors. This is the foundation of direct-to-investor capital raising. You are not limited to wealthy individuals or institutional players. You can raise from your customers, your community, and everyday people who believe in what you are building.
Under SEC Rule 100(a)(2), non-accredited investors face annual limits on how much they can invest across all Reg CF offerings combined. The limits are calculated as follows:
- If both annual income and net worth are less than $124,000, the investor may invest the greater of $2,500 or 5% of the lesser of annual income or net worth
- If either annual income or net worth is $124,000 or more, the investor may invest up to 10% of the lesser of annual income or net worth, not to exceed $124,000 in a 12-month period
Accredited investors face no investment limits under Reg CF. Founders do not need to verify investor accreditation status under Reg CF, which is a meaningful operational simplification compared to Reg D Rule 506(c).
Who Can Use Reg CF
Not every company is eligible. Under Rule 100(b), Reg CF is not available to:
- Companies not organized under the laws of a U.S. state or territory or the District of Columbia
- Companies already subject to SEC reporting requirements under the Exchange Act
- Investment companies registered or required to be registered under the Investment Company Act of 1940
- Companies that have no specific business plan or have indicated their business plan is to engage in a merger or acquisition with an unidentified company (blank check companies)
- Companies disqualified under Rule 503, which covers issuers and certain related parties with prior securities law violations, criminal convictions, court injunctions, or regulatory orders
Foreign private issuers are also ineligible. Reg CF is a U.S.-only exemption for U.S.-organized companies.
The Platform Requirement
Every Reg CF offering must be conducted through a single intermediary: either a registered broker-dealer or a funding portal registered with the SEC and a member of FINRA. You cannot sell Reg CF securities directly to investors on your own website without going through a registered intermediary. This is a hard requirement, not a recommendation.
The major platforms operating in this space include Wefunder, StartEngine, Republic, and DealMaker Securities, each with different fee structures, investor bases, and strategic profiles. Choosing the right platform is a meaningful decision that affects how your raise performs. We cover each platform in depth separately.
Form C: Your Offering Document
Before your offering can go live, you must file a Form C with the SEC through EDGAR. Form C is your primary disclosure document. It must include:
- A description of the business and its officers and directors
- The intended use of proceeds
- The target offering amount and the deadline to reach it
- The price of the securities or the method for determining the price
- A description of the ownership and capital structure
- Financial condition of the issuer
- Financial statements meeting the applicable requirements
- Related party transaction disclosures
- Risk factors
This is a real disclosure document with real legal consequences. Material misstatements or omissions in a Form C can expose issuers to SEC enforcement and civil liability. Work with a qualified securities attorney to prepare it.
Financial Statement Requirements
Under Rule 201(t), the financial statement requirements for Reg CF scale with the size of the offering:
- Raises up to $124,000: Financial statements certified by the principal executive officer, reviewed by an independent accountant if available
- Raises between $124,000 and $618,000: Financial statements reviewed by an independent public accountant
- Raises between $618,000 and $1.235 million: Audited financial statements, or reviewed statements if audited statements are not available and this is the issuer’s first Reg CF offering
- Raises above $1.235 million: Audited financial statements required
Getting your financials in order early is one of the most important steps in the timeline. Accounting reviews and audits take time. Founders who underestimate this step consistently delay their launch.
What Happens During the Offering
Once your Form C is filed and your campaign goes live on a registered platform, investors can begin committing funds. A few important mechanics to understand:
Minimum and Maximum Targets
Every Reg CF offering must specify a target offering amount, which is the minimum the issuer needs to proceed. If the offering does not reach its minimum by the deadline, all investor funds must be returned. You can set a minimum well below your maximum to reduce the risk of a failed raise, but the minimum must reflect what you actually need to execute your stated use of proceeds.
The Cancellation Window
Under Rule 303(g), investors have the right to cancel their commitment for any reason up until 48 hours before the offering deadline. This means your campaign momentum needs to hold through the final stretch, not just launch week. Consistent investor communications throughout the campaign is what keeps early commitments from walking away before close.
Material Changes
If there is a material change to the offering after investors have committed, the issuer must notify investors and give them the opportunity to reconfirm their investment within five business days under Rule 304. Failing to handle material changes correctly is a common compliance error.
Testing the Waters
Under the SEC’s 2020 amendments, issuers are permitted to solicit indications of interest from potential investors before filing a Form C. This is called testing the waters and it is one of the most valuable strategic tools available to a founder preparing a retail raise. It allows you to gauge demand, refine your messaging, build a committed audience, and generate pre-launch momentum before your offering goes live.
Any testing the waters communications must include specific required legends disclosing that no money is being solicited, no securities are being sold, and that an offering statement has not yet been filed. Done correctly, a testing the waters campaign can be the difference between a raise that opens strong and one that opens cold.
What Happens After a Successful Raise
Closing a Reg CF raise is not the end of your regulatory obligations. It is the beginning of an ongoing reporting relationship with your investors and the SEC.
Annual Reports on Form C-AR
Issuers must file annual reports on Form C-AR within 120 days of the end of their fiscal year. These reports must include updated financial statements and a discussion of the business’s operations and financial condition. Annual reporting continues until the issuer terminates its reporting obligations.
Terminating Reporting Obligations
Under Rule 202(b), an issuer may terminate its Reg CF reporting obligations by filing a Form C-TR if it has filed at least one annual report, has fewer than 300 holders of record, and has total assets that do not exceed $10 million. Once these conditions are met and the Form C-TR is filed, the ongoing annual reporting obligation ends.
Progress Updates on Form C-U
During the offering, if the issuer reaches 50% or 100% of its maximum offering amount, it must file a Form C-U progress update with the SEC disclosing the amount raised to date.
The Securities You Can Offer
Reg CF is flexible on security type. The most common structures used in Reg CF offerings are:
- Equity: Common or preferred shares in the company. Investors receive an ownership stake directly.
- SAFEs (Simple Agreements for Future Equity): The investor receives the right to equity in a future priced round. SAFEs are popular because they defer valuation and are relatively simple to administer. The Y Combinator post-money SAFE is widely used.
- Convertible Notes: Debt instruments that convert into equity at a future financing event, typically with an interest rate and a conversion discount or valuation cap.
- Revenue Share or Debt: Less common but permitted. Investors receive a percentage of revenue or a fixed repayment rather than equity.
The choice of security type has real implications for your cap table, future fundraising, and investor relations. Work with a securities attorney to choose the right structure for your situation.
Retail Capital Is Real Capital. Treat It That Way.
There is a version of this conversation where founders treat retail investors as a lesser category of capital. Smaller checks. Less sophisticated. Nice to have but not serious money.
That framing is wrong. And it shows up in the performance data.
The companies that raise the most through Reg CF are the ones that treat their retail investors with the same respect and strategic intention they would give to an institutional investor. They communicate consistently. They share real updates, not just the good news. They build a relationship with their investor base that extends beyond the close of the raise.
Retail investors are not just a capital source. They are customers, advocates, and amplifiers. When thousands of people have a financial stake in your success, they tell their networks. They leave reviews. They show up. That is a distribution advantage that no institutional check can replicate.
But it requires that you show up for them first. That means a communications strategy that starts before the raise opens and does not end when it closes. It means treating investor updates as a core business function, not an afterthought. It means understanding that in a direct-to-investor raise, your brand and your story are not supporting materials. They are the product.
Reg CF Works When You Treat It Like a Marketing Campaign
The founders who succeed with Reg CF consistently share one characteristic: they understand that the raise is a communications effort, not a compliance exercise.
Filing the Form C is table stakes. What actually drives a raise is the story you tell, the audience you build before launch, the content and updates you push throughout the campaign, and the investor communications infrastructure you have in place from day one.
At Momentum, we think about Reg CF through a specific formula: a founder who can tell the story with conviction, a market that is large and easy to understand, a product or company that is differentiated enough to be worth paying attention to, and a communications engine that sustains momentum from launch to close.
When those elements are in place, Reg CF is not just a way to raise money. It is a way to build a community of investors who become your most committed customers and advocates. That is a different kind of capital raise. And for the right company, it is a better one.
The Numbers Behind the Market
- Approximately 7,000 issuers have conducted roughly 8,500 Reg CF offerings since May 2016
- Total reported proceeds across all Reg CF offerings through 2024 exceed $1.3 billion
- In 2025, Wefunder led all platforms with $109 million raised under Reg CF, followed by StartEngine at $89 million, DealMaker at $66 million, and Republic at $20 million
- The overall success rate across platforms in 2025 was 67.4% of campaigns that met their minimum funding target
- Total investment crowdfunding volume combining Reg CF and Reg A+ reached $924.8 million in 2025, a 58% increase year over year
This is not a niche experiment. It is a functioning, growing capital market with real data behind it.
Ready to Go Bigger? Regulation A+ Raises the Ceiling to $75 Million
Reg CF is a powerful tool. But it has a hard cap. If your raise requires more than $5 million, or if you are a growth-stage company looking to run a larger, more institutional-grade public offering, Regulation A+ is the framework built for you.
Reg A+ allows eligible companies to raise up to $75 million directly from the public, with a broader marketing footprint, a more rigorous disclosure process, and the ability to build a genuinely large retail investor base at scale. It is the tool we work with most at Momentum, and it is where the direct-to-investor capital raising model reaches its full potential.
We cover Regulation A+ in full detail in our next article. If your ambitions are larger than $5 million, that is where to go next.
The Bottom Line
Reg CF is a legitimate, regulated, and increasingly significant path for founders who want to raise capital from the public without going through institutional gatekeepers. It has real rules, real compliance requirements, and real ongoing obligations. It also has real potential for the right company with the right story and the right communications strategy behind it.
Understanding the mechanics is the first step. The second step is being honest about whether your company is built for a retail raise. The third step is building the communications infrastructure to execute one properly.
That is where most founders need help. And that is exactly what a capital raise marketing strategy is designed to provide.
For the full text of Regulation Crowdfunding rules, see 17 CFR Part 227 and SEC Release No. 33-9974. For the 2021 amendments expanding the offering cap, see SEC Release No. 33-10884. Form C and all related filings are available through the SEC’s EDGAR system at edgar.sec.gov. This article is intended for informational purposes only. We are not attorneys. Consult qualified legal counsel before conducting any securities offering.
This article is for informational and research purposes only. We are not lawyers or registered investment advisers. Nothing here constitutes legal, financial, or securities advice. Before making any decisions about your capital raise, consult a qualified securities attorney.
There is a version of startup fundraising that most founders learn first: pitch a VC, get a term sheet, close a round, repeat. For decades, that was the dominant model. For some companies, it still is.
But it is not the only model. And increasingly, it is not the right one for most founders.
Regulation Crowdfunding, known as Reg CF, gives companies a legally sanctioned path to raise capital from the public: customers, community members, brand believers, and everyday investors who do not need to be wealthy to participate. Since 2016, thousands of companies have used it. The market is growing. And the strategic logic, for the right company, is real.
This is not a case for one path over the other. It is a framework for thinking clearly about both so you can choose based on your business, your goals, and what kind of raise you actually want to run.
What Venture Capital Actually Is
Venture capital is institutional private equity deployed into early-stage companies with the expectation of outsized returns, typically 10x or more, within a 7 to 10 year horizon. VC firms raise money from limited partners, including pension funds, endowments, family offices, and high-net-worth individuals, and deploy it into a portfolio of startups knowing most will fail and a few will generate returns that justify the whole fund.
That structure shapes everything about how VCs behave. They need large outcomes. They need liquidity events. They need to move fast and go big. If your company cannot plausibly become very large very fast, you are not a fit, regardless of how good the business actually is.
The mechanics: a VC invests in exchange for preferred equity, typically negotiated via a term sheet that includes a valuation, a liquidation preference, anti-dilution provisions, and often board seats or observer rights. The founder gives up a meaningful ownership stake, commonly 15% to 25% per round, and takes on investors whose financial incentives may not always align with a founder’s long-term vision.
None of this is inherently bad. For the right company, VC is a rocket ship. For the wrong company, it is a set of obligations you cannot meet and a cap table you cannot unwind.
What Regulation CF Actually Is
Regulation Crowdfunding was created under Title III of the Jumpstart Our Business Startups (JOBS) Act of 2012 and became effective on May 16, 2016, under SEC rules codified at 17 CFR Part 227. In 2021, the SEC amended Reg CF under Release No. 33-10884, raising the offering cap from $1.07 million to $5 million in any 12-month period. That change made the exemption viable for a much wider range of growth companies.
Under Reg CF, a company may offer and sell securities to the general public, including non-accredited investors, provided the offering is conducted through a registered broker-dealer or funding portal that is registered with the SEC and is a member of FINRA. The securities sold can take several forms: equity, SAFEs (Simple Agreements for Future Equity), convertible notes, or debt instruments.
Key rules that govern every Reg CF raise:
The $5 Million Cap
An issuer may raise no more than $5 million in a 12-month period under Reg CF. This cap applies in aggregate across all Reg CF offerings, not per platform.
Investor Limits
Under SEC Rule 100(a)(2), non-accredited investors face annual investment limits across all Reg CF offerings based on their income and net worth. Accredited investors face no such limits.
Issuer Eligibility
Under Rule 100(b), Reg CF is not available to companies that are not organized under the laws of a U.S. state or territory, are already SEC-reporting companies, investment companies, blank check companies, or fall into certain disqualified categories under Rule 503.
Disclosure Requirements
Issuers must file a Form C with the SEC before the offering begins. Form C requires disclosure of the business, financial condition, use of proceeds, target offering amount, deadline, and ownership structure. Financial statement requirements scale by offering size: raises under $124,000 require only a review; raises between $124,000 and $618,000 require reviewed financials; raises over $618,000 require audited financials for first-time issuers under Rule 201.
Ongoing Reporting
After a successful raise, issuers must file annual reports on Form C-AR and a final report on Form C-TR when they complete their reporting obligations. This is a regulated securities offering. It carries real disclosure obligations, real compliance requirements, and real ongoing responsibilities to investors.
Reg CF Is Not Right for Every Company. Here Is Why That Matters.
This is the part most articles skip. They treat Reg CF as an open door, available to anyone with a good idea and a Form C. That is technically true. Strategically, it is incomplete.
Reg CF is a retail capital raise. You are not pitching one sophisticated investor in a conference room. You are marketing to thousands of everyday people who are scrolling a platform, reading your campaign page, watching your founder video, and making a decision about whether your story is worth betting on.
That changes everything about what it takes to win.
The companies that succeed with Reg CF share a specific profile. They have a compelling story that a non-expert can understand and get excited about in under two minutes. They are operating in a large or clearly growing market, the kind where a retail investor can intuitively grasp the opportunity. They have a product or brand that people can see themselves using, rooting for, or being part of. And they have the ability and willingness to market consistently throughout the raise, not just at launch.
At Momentum, we think about this as a formula. It is not complicated, but it is non-negotiable:
Good story. Big industry. Disruptive or differentiated market position. Ability to tell it clearly and consistently.
If all four of those are present, a Reg CF raise can be a genuine competitive advantage. If any one of them is missing or underdeveloped, the raise will underperform regardless of how good the underlying business is.
The companies that thrive with Reg CF tend to have a product or mission that people connect with emotionally, a market large enough that the growth story is obvious, and a founder who can communicate with clarity and conviction. When those elements are present, the raise does not just fund the business. It becomes part of the story.
The Core Differences: A Framework
Control
With venture capital, you are taking on investors who have preferences, pro-rata rights, and often governance rights. Depending on the terms, they may have board representation or protective provisions that give them veto power over major decisions.
With Reg CF, investors typically hold a large number of very small positions. There are no board seats. There are no protective provisions in the traditional sense. The founder retains operational control. This is a structural difference that many founders do not fully appreciate until they are in the middle of a difficult board conversation.
Timeline
A VC raise can take anywhere from three months to over a year, involving partner meetings, due diligence, legal negotiation, and closing mechanics. Even a fast VC raise is a significant time commitment that pulls founders away from operating the business.
A Reg CF raise, once the Form C is filed and the offering goes live on a registered platform, can begin receiving investments immediately. Campaigns typically run 30 to 90 days. The timeline from decision to live offering, including platform onboarding, Form C preparation, and legal review, typically runs six to twelve weeks.
Audience
VC gives you one or a small number of investors with large checks. Reg CF gives you potentially thousands of investors with small checks. That is not a consolation prize. A community of thousands of invested stakeholders who have literally bought into your success is a marketing and distribution asset that a single VC check cannot create. These are people who will share your product, show up at your events, and tell their networks about you because they have skin in the game.
Valuation
In a VC round, valuation is negotiated and determines the percentage of the company you give up. In a Reg CF raise using a SAFE or convertible note, you can defer valuation entirely to a future priced round. This can be founder-friendly in early stages when valuation is difficult to support with data.
Capital Access
VC is effectively gated. It requires warm introductions, pattern recognition that favors certain founders and geographies, and a pitch process that is opaque and relationship-dependent. Most founders do not have access to it on any terms.
Reg CF is structurally open. Any eligible company can file a Form C, onboard to a registered platform, and make a public offer. The capital markets are more accessible than they have ever been. That accessibility comes with a responsibility: you have to show up and market your raise like your business depends on it. Because it does.
The Messaging Layer Nobody Talks About
Here is what separates Reg CF campaigns that raise their maximum from campaigns that stall out at 40%: messaging.
Not the product. Not the financials. Not even the valuation. Messaging.
Retail investors are not reading your pitch deck line by line. They are encountering your story through a campaign headline, a short video, a social post, or an email. They are making an emotional and intuitive judgment about whether this company is worth their $500 or $2,500. That judgment is shaped almost entirely by how clearly and compellingly you communicate who you are, what you are building, why it matters, and why now.
The formula we return to at Momentum is this: a great Reg CF campaign needs a founder who can tell the story, a market that is big and easy to understand, a product that is differentiated or disruptive enough to be interesting, and a communication engine that keeps investors engaged from the day the campaign opens to the day it closes.
That last part is where most companies underinvest. They spend weeks on the campaign page and nothing on the ongoing communications strategy. Updates go out late or not at all. Momentum stalls. Investors who were considering a commitment decide to wait and then forget. The raise closes below its potential.
Reg CF rewards the companies that communicate like a media company. Consistent, clear, and compelling all the way through.
Who Reg CF Is Right For
Reg CF tends to be the stronger path when:
- Your company has a consumer-facing product or brand that generates real enthusiasm
- You have an existing audience, whether customers, followers, or community members, that can seed early momentum
- You are raising $5 million or less
- You want to retain full operational control
- You want the investor base itself to function as a marketing and distribution network
- You have a story that a retail investor can understand and get excited about quickly
Reg CF is a harder fit when:
- Your product or market requires deep technical knowledge to appreciate and the retail story is genuinely hard to tell
- You need more than $5 million in a single raise (Reg A+ addresses this directly)
- You do not have the internal capacity or external support to run a real marketing campaign throughout the raise
Who VC Is Right For
VC tends to be the stronger path when:
- You are in a sector where VC relationships provide genuine strategic value, such as deep tech, biotech, or sectors where institutional introductions meaningfully accelerate growth
- You need very large amounts of capital quickly
- You have warm investor relationships and genuine institutional interest
- Your business model and growth trajectory are a natural match for institutional return expectations
- The validation signal of a known VC on your cap table is strategically important for your next raise or business development goals
The False Either/Or
Reg CF and venture capital are not mutually exclusive. Many companies have used a Reg CF raise in parallel with or adjacent to a Reg D accredited investor raise. The SEC has addressed simultaneous offerings in guidance, and the rules permit Reg CF to run alongside a Reg D raise provided each offering is properly structured and disclosed.
Some companies use Reg CF as a bridge: building community, demonstrating retail demand, and generating the kind of public momentum that strengthens a subsequent institutional round. The strategic question is not always one or the other. Sometimes it is: in what sequence, and for what purpose?
What the Data Says
The equity crowdfunding market is growing. Total investment crowdfunding volume combining Reg CF and Reg A+ reached $924.8 million in 2025, representing 58% growth year over year. The success rate across platforms in 2025 was 67.4% of campaigns that reached their minimum funding target.
Meanwhile, VC has contracted. New venture investments in 2024 were at their lowest count since 2018, with a 46% annual decline in new venture funds raised in the U.S. The two trends are not coincidental. Founders are finding alternatives. Reg CF is one of the most consequential ones available right now.
The Bottom Line
Venture capital is the right answer for a specific subset of companies with the right profile, the right network, and the right growth trajectory to match what institutional investors need.
For everyone else, and that is most founders, Reg CF deserves serious strategic consideration. Not as a fallback. Not as a last resort. As a deliberate capital strategy with its own logic, its own advantages, and its own requirements.
The requirement that most founders underestimate is the communications requirement. A Reg CF raise is a marketing campaign. Your story has to be clear. Your market has to be obvious. Your differentiation has to be real. And your ability to communicate all of it consistently, from launch through close, is what determines whether the raise succeeds.
That is where strategy lives. And that is where the work begins.
For official SEC rules governing Regulation Crowdfunding, see 17 CFR Part 227 and SEC Release No. 33-10884. For Form C filing requirements, visit the SEC’s EDGAR system at edgar.sec.gov. This article reflects publicly available regulatory information and is intended for educational purposes only. We are not attorneys. Please consult qualified legal counsel before conducting any securities offering.



