Introduction

Regulation A+ (Reg A+) is an SEC exemption that allows companies to raise capital from the public without the full burdens of a traditional IPO. Often called a "mini-IPO," it provides a streamlined way for businesses to access investors while maintaining compliance.

But who can actually use Reg A+? Let’s take a closer look.

Who Can Use Reg A+?

1. U.S. and Canadian Companies

Reg A+ is only available to companies based in the U.S. or Canada. Foreign companies must establish a qualifying entity within these regions to participate.

2. Companies Looking to Raise Up to $75 Million

Reg A+ allows businesses to raise capital under two tiers:

• Tier 1 – Up to $20 million per year

• Tier 2 – Up to $75 million per year

Tier 2 offerings come with additional reporting and audit requirements but provide access to a larger pool of investors.

3. Companies That Want to Engage the Public

Unlike traditional private funding, Reg A+ allows companies to raise money from a broad audience, including retail investors. It’s an ideal option for businesses that:

• Want to raise capital without a full IPO

• Have strong consumer followings and brand loyalty

• Plan to trade their shares on secondary markets

Common Types of Businesses That Benefit from Reg A+

1. Real Estate Investment Firms

Many real estate developers and REITs use Reg A+ to fund large-scale projects while allowing everyday investors to participate in real estate investments.

2. Technology Startups

Tech companies looking to scale can use Reg A+ to raise funds from retail and institutional investors without waiting for a full IPO.

3. Consumer Brands and DTC Companies

Businesses with strong customer loyalty—such as retail, food & beverage, and subscription-based companies—can turn their customers into investors, strengthening brand engagement.

4. Green Energy and Sustainability Ventures

Companies focused on renewable energy, EVs, or other sustainability efforts can use Reg A+ to attract investors who support environmental initiatives.

5. Blockchain and Fintech Companies

With regulatory approval, some blockchain and fintech firms use Reg A+ to fund their platforms while allowing retail investors to participate.

6. Media, Entertainment, and Sports Ventures

Independent film studios, entertainment companies, and even sports teams have used Reg A+ to raise capital while engaging their fan base.

Who Can Invest in Reg A+ Offerings?

1. Everyday Investors

Unlike traditional private investments, Reg A+ allows non-accredited investors (everyday people) to buy shares, making it accessible to a wider audience.

2. Accredited and Institutional Investors

While Reg A+ is designed to be inclusive, accredited investors (those meeting income or net worth thresholds) and institutional investors can also participate, often taking larger stakes.

Why Consider Reg A+?

• Public fundraising without a full IPO – Lower regulatory burden compared to traditional public offerings.

• Access to a wide investor base – Retail investors, accredited investors, and institutions can all participate.

• Brand engagement – Customers and supporters can become investors, strengthening brand loyalty.

• Potential liquidity – Shares may trade on secondary markets after the offering.

Is Reg A+ Right for Your Company?

If you're a U.S. or Canadian business looking to raise capital from both retail and institutional investors, Reg A+ offers a powerful alternative to private funding or full IPOs. However, it requires regulatory filings, financial disclosures, and ongoing reporting.

Before moving forward, it's crucial to consult professionals who specialize in:

• Securities Law – A securities attorney can help navigate compliance with SEC regulations and state requirements.

• Accounting & Audits – A CPA experienced in Reg A+ can assist with financial statements, audits, and reporting obligations.

• Investor Relations – A capital markets advisor can guide you on structuring the offering and attracting the right investors.

Making the right choice depends on your company's goals, financial position, and readiness for public scrutiny. Consider seeking expert advice before taking the next step.