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.