Glossary
Offering circular
What an offering circular is, the disclosure document in a Regulation A offering, the preliminary and final versions, delivery rules, and supplements.
An offering circular is the disclosure document at the center of a Regulation A offering, the Reg A equivalent of a prospectus. It is Part II of the Form 1-A offering statement, and it is what investors are given to decide whether to invest: the business, the risks, the terms, the use of proceeds, management, and the financial statements.
Preliminary and final
- Preliminary offering circular. The version on file before qualification, which may omit the final price and related information. Once the Form 1-A is public, testing-the-waters solicitations under Rule 255 must include it or say where to get it, such as a URL.
- Final offering circular. The version reflecting the qualified offering. Under Rule 253(g) it is filed on EDGAR within two business days after the earlier of pricing or first use after qualification.
Delivery
Regulation A uses an "access equals delivery" model. Under Rule 251(d), written offers after qualification must be accompanied or preceded by the most recent offering circular, which in practice means a link to it on EDGAR. A company that is not already a reporting company and uses a preliminary circular must deliver it at least 48 hours before a sale, and a notice of sale pointing to the final circular follows within two business days after the sale is completed.
Keeping it current
A material change during an open offering is disclosed in an offering circular supplement, filed on EDGAR. A fundamental change, or the annual update of a continuous offering, requires a post-qualification amendment, which is qualified in turn before sales under it continue.
Why it matters to marketing
The offering circular is the ceiling on what a Reg A campaign may claim. Ads may be broad and public once the offering is qualified, but every written offer routes to the circular, and nothing in the creative may go beyond what it supports. It is also why the landing page for a Reg A raise carries a prominent link to the circular rather than burying it.
Further reading
- What is Reg A+
- Advertising rules by exemption
- Reg A+ testing the waters: Rule 255 before and after Form 1-A
This page is general information about securities rules, not legal advice. Delivery mechanics and whether a change needs a supplement or an amendment are questions for the company's securities counsel.