By Keevia Group in Reg A — 20 Dec 2025

Reg A+ Framework For Growth Companies

TL;DR: Regulation A+ is an SEC-exempted offering that allows growth companies to raise up to $20M-$75M from both accredited and non-accredited investors through a streamlined 4-8 month process, offering public company status and exchange listing without traditional IPO costs.

Quick Answer:

Tier 1: Raise up to $20M with state-by-state registration requirements
Tier 2: Raise up to $75M with federal preemption and exchange listing eligibility
Timeline: 4-8 months versus 12-18 months for traditional IPOs
Key advantage: "Testing the waters" feature allows pre-marketing before formal SEC filing
Best for: Growth companies with $20M-$75M capital needs and strong retail investor appeal

What Is Regulation A+?

Regulation A+ is an SEC-exempted offering that allows companies to raise capital from the general public—not just accredited investors—while qualifying for public market trading on exchanges like Nasdaq or NYSE American.

It functions as a "mini-IPO" because it provides public company benefits with reduced regulatory requirements compared to traditional IPOs.

Core benefits:

Public company status and exchange listing
Liquidity for existing shareholders
Access to retail investor capital
Ongoing SEC reporting (less extensive than full S-1 requirements)

Key distinction: Unlike traditional IPOs, Reg A+ offerings can be marketed directly to retail investors through online platforms, social media, and general solicitation. This creates broader investor access and marketing flexibility.

Key Point: Reg A+ bridges the gap between private capital raises and full IPOs, offering public market access with lower complexity and faster timelines.

What Are the Two Tiers of Regulation A+?

Regulation A+ operates under two tiers with different raising limits and requirements. Understanding which tier fits your company is critical.

Tier 1: Up to $20M in 12 Months

Advantages:

Lower regulatory burden
Less extensive financial disclosure requirements
Simpler ongoing reporting
No mandatory audited financials

Limitations:

Up to $20M maximum raise
State securities law compliance required (blue sky laws)
State-by-state registration adds complexity and cost
Secondary trading may be limited without exchange listing

When to use Tier 1: Companies with geographically concentrated investor bases or capital needs under $20M who prefer lower ongoing reporting requirements.

Tier 1 has been used across technology platforms, healthcare devices, manufacturing ventures, and financial services.

Key Point: Tier 1 offers simpler reporting but requires state-by-state registration, making it suitable for geographically concentrated raises under $20M.

Tier 2: Up to $75M in 12 Months

Advantages:

Up to $75M capital raising limit
Federal preemption of state securities laws (no state blue sky review)
Immediate exchange listing eligibility
Broader national investor access

Requirements:

Audited financial statements (PCAOB or equivalent)
Ongoing SEC reporting (semi-annual and annual)
Investment limits for non-accredited investors (10% of income or net worth)
More extensive disclosure requirements

Why most choose Tier 2: The federal preemption eliminates state-by-state registration complexity. The higher raise limit and exchange listing eligibility outweigh the additional reporting requirements for most growth companies.

Strategic insight: Most growth companies pursuing Reg A+ choose Tier 2, even when capital needs are under $20M, because federal preemption saves time and reduces legal complexity.

Key Point: Tier 2's federal preemption and exchange listing eligibility make it the preferred choice for 70%+ of Reg A+ offerings, even when capital needs fall below $20M.

How Does Reg A+ Differ From Traditional IPOs?

The differences between Reg A+ and traditional IPOs are substantial. Understanding these distinctions helps companies choose the right path.

Traditional IPO Requirements:

Extensive SEC registration (S-1 filing)
Mandatory underwriter involvement
Institutional investor roadshow required
90-180 day lockup periods standard
Full public company reporting from day one
Cannot market to non-accredited investors before pricing
12-18 month timeline typical

Reg A+ Offering Process:

Streamlined offering statement (Form 1-A instead of S-1)
Optional placement agent or direct offering (no mandatory underwriter)
Can market to general public during qualification period ("testing the waters")
No mandatory lockup periods
Reduced ongoing reporting requirements
Immediate shareholder liquidity possible
4-8 month timeline typical

The main difference: Reg A+ offers faster timelines, direct retail investor marketing, and reduced regulatory complexity compared to traditional IPOs—making it ideal for growth companies in the $20M-$75M capital range.

Key Point: Reg A+ offers a 4-8 month timeline, direct retail marketing ("testing the waters"), and no mandatory lockups—making it fundamentally different from traditional 12-18 month IPOs.

When Should Companies Use Reg A+?

Reg A+ works best for companies meeting specific criteria. Evaluate these factors before committing to the process.

Ideal Candidates for Reg A+:

Capital needs in $20M-$75M range: You need significant capital but don't require the $100M+ typical of traditional IPOs.

Strong retail investor appeal: Your brand, product, or mission resonates with non-institutional investors who can support your offering.

Exchange listing objectives: You want public company status and trading liquidity without traditional IPO costs and complexity.

Marketing capabilities: You can effectively communicate your value proposition directly to investors through digital channels and general solicitation.

Growth stage positioning: You're beyond early venture stage but not yet at traditional IPO scale. This is the growth company "gap" where Reg A+ fits naturally.

Why this matters: Reg A+ fills the funding gap between venture capital and traditional IPOs, offering public market access for mid-stage growth companies.

Key Point: Reg A+ is ideal for growth companies needing $20M-$75M who can effectively market to retail investors and are ready for public disclosure.

When Should Companies Avoid Reg A+?

Traditional private capital makes more sense in certain situations. Know when to stay private.

Stick With Private Raises When:

Capital needs under $10M: Traditional venture or growth equity is more efficient for smaller raises because Reg A+ preparation costs may not justify the benefits.

Institutional investor preference: Strategic VCs or PE firms provide value beyond capital—including industry expertise, networks, and operational guidance—that retail investors cannot provide.

Not ready for public disclosure: Your business model, financials, or competitive position isn't ready for public scrutiny.

Ongoing reporting burden concerns: You want to avoid any SEC reporting requirements and public company compliance costs.

Complex cap table issues: Multiple share classes, preferences, or conversion features work better in private structures.

Decision point: If you need less than $10M or require strategic investor expertise, private capital is typically more cost-effective than Reg A+.

Key Point: Companies needing under $10M, requiring institutional expertise, or not ready for public disclosure should pursue private capital instead of Reg A+.

What Is "Testing the Waters" in Reg A+?

"Testing the waters" is Reg A+'s unique pre-marketing feature. It allows companies to gauge investor interest before formally filing with the SEC.

How Testing the Waters Works:

Publish marketing materials and offering information publicly
Solicit non-binding indications of interest from potential investors
Gather contact information and build investor pipeline
Refine offering terms based on market feedback
Only proceed with formal SEC filing if sufficient interest exists

Why this matters: This reverses traditional IPO dynamics. Instead of hoping for demand after filing, you verify demand before committing to the process and costs.

Approved Marketing Channels:

Social media campaigns (LinkedIn, Twitter, Facebook)
Email outreach to investor lists
Online investment platforms
Direct investor engagement events
Video presentations and webinars

Control advantage: No traditional underwriter controls your messaging. You communicate directly with investors using your brand voice and channels.

Strategic benefit: Testing the waters reduces risk by confirming market demand before incurring full offering costs, making Reg A+ more predictable than traditional IPOs.

Key Point: "Testing the waters" reverses traditional IPO risk by verifying investor demand before committing to full offering costs and SEC filing.

What Are the Strategic Considerations Beyond Costs?

Reg A+ involves trade-offs beyond financial considerations. Understand these strategic factors before committing.

Investor Composition:

Reg A+ creates retail-heavy shareholder bases. This provides broader support and brand evangelism but delivers less institutional stability than traditional IPO investor bases. Retail investors may be more volatile in trading behavior.

Ongoing Liquidity:

Shareholders can trade immediately without lockup restrictions. This provides early liquidity for founders and early investors but can create selling pressure if investor expectations aren't properly managed.

Regulatory Compliance:

While lighter than full S-1 requirements, Tier 2 still requires audited financials and ongoing SEC reporting. The compliance burden is real, just reduced. Budget for ongoing compliance costs.

Exchange Listing Requirements:

Meeting Nasdaq or NYSE American standards requires minimum share price ($2-$4), market capitalization thresholds, and corporate governance standards beyond SEC Reg A+ requirements.

Reality check: Reg A+ offers reduced complexity compared to traditional IPOs, but it still requires substantial compliance infrastructure and ongoing public company obligations.

Key Point: Reg A+ creates retail-heavy shareholder bases with immediate liquidity but requires audited financials, ongoing SEC reporting, and exchange listing compliance.

How to Evaluate If Reg A+ Is Right for Your Company

Use this decision framework when evaluating Reg A+ versus alternatives. We help companies assess five critical factors:

1. Capital Requirements

Is $20M-$75M the right range for your growth objectives? Too much capital can be as problematic as too little. Over-capitalization creates pressure to deploy funds inefficiently.

2. Investor Audience

Can you effectively market to retail investors? Or do you need institutional capital with strategic value-add like industry expertise, operational guidance, and network effects?

3. Public Readiness

Are your financials, operations, and governance prepared for public disclosure and ongoing reporting? Public scrutiny requires mature financial systems and clean historical records.

4. Timeline Flexibility

Can you execute a 4-8 month offering process without disrupting business operations? Leadership teams must dedicate significant time to the process.

5. Liquidity Objectives

Do existing shareholders need immediate liquidity? Or can they wait for traditional exit events like acquisitions or later-stage IPOs?

Framework application: Companies that answer "yes" to capital range fit, retail investor appeal, public readiness, timeline flexibility, and liquidity needs are strong Reg A+ candidates.

Key Point: Evaluate capital requirements ($20M-$75M range), retail investor appeal, public readiness, timeline flexibility, and liquidity objectives to determine Reg A+ fit.

What Do Companies Often Miss About Reg A+?

Two major misconceptions lead companies astray. Understand these realities before proceeding.

Misconception #1: Reg A+ Is "Easier" Than Traditional Capital Raising

The regulatory requirements are reduced compared to S-1 filings, but they're still substantial. Companies still need:

Audited financial statements meeting PCAOB standards
Comprehensive disclosure of business risks and operations
Corporate governance meeting exchange requirements
Ongoing SEC reporting and compliance infrastructure
Investor relations capabilities for retail shareholder base

Reality: The path is more efficient—not less rigorous. Reg A+ requires serious preparation and ongoing compliance commitment.

Misconception #2: Boutique Firms Can't Handle Reg A+ Complexity

Reg A+ preparation doesn't require large firm overhead—it requires deep expertise in SEC registration, financial disclosure, and offering document preparation.

Keevia Group provides that expertise without the overhead structures that inflate traditional advisory costs. We've prepared Reg A+ offerings across industries. The work quality is identical. The cost structure is fundamentally different.

Key insight: Expertise matters more than firm size. Boutique firms with specialized Reg A+ experience often deliver better value than large firms with generalist practices.

Key Point: Reg A+ still requires audited financials, comprehensive disclosure, and ongoing compliance—it's more efficient than traditional IPOs, not less rigorous.

How Can Companies Reduce Reg A+ Preparation Costs?

Traditional advisory models create predictable cost inflation. Understanding cost drivers helps companies make smarter decisions.

The Traditional Advisory Model:

Most companies engage traditional Reg A+ advisors 6-9 months before their target offering date. This creates cost inflation through:

Large team overhead and premium billing rates
Extensive process layers and project management
Every deliverable priced at institutional rates
Multiple workstreams managed by separate specialist teams

This approach results in $1M-$2M Reg A+ costs—driven by business model overhead, not actual work requirements.

The Boutique Approach:

At Keevia Group, we've built systematic frameworks for Reg A+ preparation that eliminate unnecessary overhead while maintaining institutional-quality standards.

We work directly with your team on critical deliverables:

Form 1-A preparation and offering circular drafting
Financial statement presentation and audit coordination
Marketing materials and investor communication strategy
SEC qualification process and regulatory coordination

Cost advantage: Companies working with us typically see substantial cost savings versus traditional Reg A+ advisory—while receiving the same quality offering documents and regulatory guidance.

Value proposition: Lower costs don't mean lower quality. We eliminate overhead and premium pricing structures, not expertise or thoroughness.

Key Point: Boutique firms with specialized Reg A+ expertise can deliver institutional-quality work at lower costs by eliminating large-firm overhead and premium pricing structures.

How to Choose Between Tier 1 and Tier 2

Choose Tier 1 when:

Capital needs are up to $20M
You're comfortable with state-by-state registration
Your investor base is geographically concentrated
Lower ongoing reporting burden matters more than raise limit

Choose Tier 2 when:

Capital needs are up to $75M
You want federal preemption (no state blue sky review)
Exchange listing is a near-term objective
You're prepared for ongoing SEC reporting

Most growth companies choose Tier 2 for the federal preemption advantage and higher capital raising limit, even when needs are under $20M.

Key Point: Choose Tier 2 if you need federal preemption, exchange listing, or capital above $20M; choose Tier 1 only if you have concentrated geographic investor bases and prefer minimal reporting.

What Happens After a Reg A+ Offering?

Ongoing reporting requirements (Tier 2):

Semi-annual reports (Form 1-SA)
Annual reports (Form 1-K)
Current event reports (Form 1-U)
Exit reports when offering closes

Exchange listing maintenance:

Minimum bid price requirements ($2-$4 depending on exchange)
Minimum market capitalization standards
Corporate governance compliance
Shareholder equity requirements

Investor relations infrastructure:

Retail shareholder communication systems
Regular updates and transparency
Trading support and market awareness
Secondary offering capabilities for future raises

Key Point: Tier 2 companies must file semi-annual and annual reports, maintain exchange listing standards, and build investor relations infrastructure for retail shareholders.

How Does Reg A+ Integrate With Growth Strategy?

Reg A+ isn't just a capital raising mechanism—it's a strategic positioning tool that delivers multiple benefits:

Validate market demand: Testing the waters proves customer and investor interest simultaneously, reducing market risk.

Build brand awareness: Public offering process creates marketing momentum and media attention, increasing brand visibility.

Enable future raises: Once qualified and listed, subsequent offerings become more efficient with established investor relationships.

Create acquisition currency: Public stock provides transaction currency for strategic acquisitions without requiring cash.

Attract talent: Public company status and liquid stock options improve recruiting and retention of top talent.

Key Point: Reg A+ offers strategic benefits beyond capital, including market validation, brand building, acquisition currency, and talent attraction.

Frequently Asked Questions (FAQs)

What is the main difference between Regulation A+ and a traditional IPO?

Reg A+ offers a streamlined 4-8 month process with reduced regulatory requirements (Form 1-A versus S-1), allows direct retail marketing through "testing the waters," requires no mandatory lockups, and costs significantly less. Traditional IPOs take 12-18 months, require extensive S-1 filings, mandate underwriter involvement, and impose 90-180 day lockup periods.

Can non-accredited investors participate in Regulation A+ offerings?

Yes. Both Tier 1 and Tier 2 allow non-accredited investors to participate. However, Tier 2 imposes investment limits for non-accredited investors at 10% of their annual income or net worth (whichever is greater), unless the securities will be listed on a national exchange.

How long does a Regulation A+ offering take from start to finish?

A typical Reg A+ offering takes 4-8 months from initial preparation to SEC qualification. This includes Form 1-A preparation, financial statement audits (for Tier 2), SEC review and comment periods, and final qualification. "Testing the waters" can begin before formal filing to gauge investor interest.

What are the ongoing reporting requirements after a Reg A+ offering?

Tier 1 requires only a final report on offering status. Tier 2 requires semi-annual reports (Form 1-SA), annual reports (Form 1-K), current event reports (Form 1-U), and exit reports when the offering closes. Tier 2 companies must also maintain exchange listing standards if listed.

What is "testing the waters" and why does it matter?

"Testing the waters" allows companies to solicit non-binding investor interest before formally filing with the SEC. This reverses traditional IPO risk by verifying market demand before incurring full offering costs. Companies can use social media, email campaigns, webinars, and online platforms to gauge interest and refine offering terms.

How much does a Regulation A+ offering cost?

Traditional advisory costs range from $1M-$2M, including legal fees, accounting/audit, marketing, and filing fees. Boutique firms with specialized Reg A+ expertise often deliver substantially lower costs by eliminating large-firm overhead while maintaining institutional-quality standards. Ongoing Tier 2 compliance costs typically run $150K-$300K annually.

Should my company choose Tier 1 or Tier 2?

Most growth companies (70%+) choose Tier 2 because federal preemption eliminates state-by-state registration complexity, even when capital needs are under $20M. Choose Tier 1 only if you have geographically concentrated investor bases and prefer minimal ongoing reporting. Choose Tier 2 if you need federal preemption, exchange listing, or capital above $20M.

Can companies use Regulation A+ to list on major exchanges?

Yes. Tier 2 offerings qualify for immediate listing on Nasdaq or NYSE American upon SEC qualification. Companies must meet exchange-specific requirements including minimum bid price ($2-$4), market capitalization thresholds, corporate governance standards, and shareholder equity requirements.

Key Takeaways

Reg A+ fills the growth company funding gap: It allows companies to raise $20M-$75M from both accredited and non-accredited investors, bridging the gap between venture capital and traditional IPOs with a 4-8 month timeline.
Tier 2 dominates for good reason: Federal preemption eliminates state-by-state registration complexity, and exchange listing eligibility makes Tier 2 the preferred choice for 70%+ of Reg A+ offerings, even when capital needs fall below $20M.
"Testing the waters" reduces risk: This unique feature allows companies to verify market demand through direct retail marketing before committing to full offering costs and SEC filing—reversing traditional IPO dynamics.
Reg A+ is efficient, not easy: While more streamlined than S-1 filings, Reg A+ still requires audited financials (Tier 2), comprehensive disclosure, ongoing SEC reporting, and substantial compliance infrastructure. The path is faster, not less rigorous.
Ideal candidates have specific profiles: Companies needing $20M-$75M capital with strong retail investor appeal, public readiness, effective marketing capabilities, and immediate liquidity objectives are strong Reg A+ candidates. Companies needing under $10M should pursue private capital.
Strategic benefits extend beyond capital: Reg A+ validates market demand, builds brand awareness, creates acquisition currency through public stock, enables efficient future raises, and improves talent recruitment through liquid equity compensation.
Boutique expertise delivers value: Specialized Reg A+ advisory firms can provide institutional-quality offering documents and regulatory guidance at substantially lower costs by eliminating large-firm overhead and premium pricing structures without sacrificing thoroughness.

Next Steps

Keevia Group is a boutique firm specializing in Reg A+ offering preparation. We help growth companies navigate SEC qualification requirements, prepare offering documents, and access public market capital efficiently.

If you're actively exploring Reg A+ or evaluating capital formation alternatives, we offer a free consultation to discuss your current situation:

What we'll evaluate:

Your readiness for Reg A+ offering
Tier 1 vs Tier 2 strategic fit
Timeline and regulatory requirements
Offering document preparation needs
Cost structure for your specific situation

What you'll walk away with:

Clear understanding of the Reg A+ process
Tier selection recommendation
Realistic timeline for your circumstances
Transparent cost expectations
Whether our boutique approach fits your needs

We're confident we can provide substantial savings on Reg A+ preparation compared to traditional advisory firms—while delivering the same institutional-quality documentation and regulatory guidance.

Currently evaluating Reg A+ or alternative capital formation paths?

Schedule a free consultation to discuss how we can support your offering preparation.