What is Reg A+, and what does it mean for your marketing?

Regulation A+ is the exemption that lets a private company sell shares to ordinary people, not just accredited investors, after the SEC reviews and qualifies its offering. Up to seventy five million dollars in a twelve month period under Tier 2. The full definition, the tier table, and the reporting obligations are in regulation-a-plus. This post is about the part that decides whether the raise works: what you are allowed to say at each stage, who you are allowed to say it to, and which parts of the timeline are marketing time rather than legal time.

Why marketers care about this particular exemption

Two features make Reg A+ the exemption behind almost every large consumer-facing raise.

Anyone can invest. Not just accredited investors. That turns the addressable audience from a narrow, hard-to-reach group into the general public, which means the campaign can be run like consumer marketing, on consumer channels, at consumer scale.

You can advertise it broadly. Reg CF is more constrained in what a company may say outside the portal. Reg A+ permits genuine public advertising, which is why a Tier 2 raise can look like a product launch: television, paid social, video, email, the lot.

The practical constraint is on written offers rather than on marketing in general. A written offer has to be accompanied or preceded by the offering circular, with testing-the-waters material carrying its required legends as the main exception. In practice that shapes how ads route people rather than whether you may run them. Your counsel decides where that line sits for your offering. What matters for planning is that the channel list is not restricted the way it is under Reg CF.

The three stages, and what each one is for

Before you file: testing the waters

You may gauge interest before the SEC has qualified anything, using testing-the-waters material that carries the required legends and makes clear no money is being accepted and no commitment is binding.

This is the single most valuable stage and the one most companies waste. You cannot take a dollar yet, which makes it easy to treat as dead time while the lawyers work. It is the opposite. It is the only window where you can build an audience with no closing date pressing on you and no daily total to defend.

What it should produce: a reservation list of people who have raised a hand, tested creative with real performance data behind it, and tracking that has been verified with live events rather than assumed. A raise that opens to a list spends its first week converting. A raise that opens to nothing spends its first month recovering, and the first week sets the pace for everything after it.

Filing and qualification

You file a Form 1-A offering statement. The SEC reviews it, comes back with comments, you respond, and eventually the offering is qualified. This commonly takes several months and is not something you can schedule precisely, which is the fact most likely to break a marketing plan.

So do not build a campaign around a fixed launch date early on. Build it around a state of readiness: list growing, creative tested, tracking verified, closing plan drafted. Then when qualification lands you launch into a warm audience within days instead of starting from scratch.

Qualified and live

Now you can accept money, and the raise becomes a measurable acquisition campaign. One number runs it, which is cost per completed investment, tracked through the portal's confirmation rather than to the click. The portal usually sits on a different domain, so that attribution has to be deliberately wired and tested. See advertising-channels-for-raising-money for where the money goes.

Ongoing reporting starts here for Tier 2 issuers: an annual 1-K, a semiannual 1-SA, and current reports on 1-U. Treat those as communication assets, not just filings. A company that publishes real numbers on schedule is much easier to invest in a second time.

Three things to decide early

Which tier. Tier 1 caps at twenty million, needs no audit, and requires state-by-state review. Tier 2 caps at seventy five million, requires audited financials and ongoing reporting, and is exempt from state review. Nearly every raise that intends to market nationally ends up at Tier 2, because clearing states individually is not a workable plan for a national campaign.

What the money visibly builds. Reg A+ investors are buying a story they can follow, usually something physical or comprehensible. One sentence on what the company does, one on why now, one on what the money builds. Every ad, email, and update is a variation on those three lines.

Who owns the calendar. A Reg A+ raise runs across counsel, auditors, the portal or broker-dealer, the media team, and whoever is making the video. Each does its own piece well and each assumes somebody else is watching the whole thing. Name the person accountable for launch before anything else gets scheduled.

What Reg A+ is not

It is not an IPO, and the common nickname for it does real damage to investor expectations. That is its own post: mini-ipo-is-a-misnomer-for-reg-a.

This is general information about a securities exemption, not legal advice. What your company may say, and when, is a question for your own securities counsel and your broker-dealer.

FAQ

How much can you raise with Reg A+?

Up to seventy five million dollars in a twelve month period under Tier 2, and up to twenty million under Tier 1. Tier 2 requires audited financials and ongoing reporting but is not subject to state-by-state securities review, which is why national campaigns almost always use it.

Can anyone invest in a Reg A+ offering?

Yes. Reg A+ is open to the general public, not only accredited investors. Non-accredited investors in a Tier 2 offering are generally limited to ten percent of the greater of their annual income or net worth, unless the security is listed on a national exchange.

Can you advertise a Reg A+ offering?

Yes, and broadly, which is the main reason large consumer raises use it. The constraint is mostly on written offers, which must be accompanied or preceded by the offering circular, with testing-the-waters material as the main exception. Your securities counsel sets the specifics for your offering.

How long does SEC qualification take?

Commonly several months, and it is not precisely predictable because it depends on the review comments and how fast you answer them. Plan the marketing around readiness rather than around a fixed launch date, so that whenever qualification arrives you are launching into a warm audience.

What should you do while waiting for qualification?

Build the reservation list with compliant testing-the-waters material, test creative so you know what works before you are paying for it under a deadline, verify that tracking carries through to the portal, and write the closing plan. That window is the cheapest audience-building time in the entire raise.