Regulation A+ (often called a "Mini-IPO") is a powerful way for private companies to raise up to $75 million from both accredited and everyday investors. It’s essentially a bridge between a private seed round and a full-blown IPO on the NASDAQ or NYSE.
Here is the breakdown of the guidelines, the paperwork you’ll need, and how to assemble it.
1. Choose Your Tier
Before you touch any paperwork, you have to decide which "lane" you are driving in.
| Tier 1 | Tier 2 (Most Common) | |
|---|---|---|
| Max Raise | Up to $20M in 12 months | Up to $75M in 12 months |
| Audit Required? | No (usually) | Yes (2 years of audited financials) |
| State Filing | Must register in every state you sell in | State laws are preempted (much easier) |
| Reporting | Only a final "exit" report | Annual, semi-annual, and current reports |
| Investor Limit | No limit for non-accredited | Max 10% of their income/net worth |
2. The Paperwork: Form 1-A
The "holy grail" of your Mini-IPO is SEC Form 1-A. This is the document the SEC reviews before you are allowed to take a single dime. It consists of three parts:
Part I: Notification (The "Quick Facts")
An online XML form on the SEC’s EDGAR system. You’ll provide:
- Basic company identity and contact info.
- Certification that you aren't a "bad actor" (no recent financial crimes).
- Jurisdictions where you plan to sell.
Part II: The Offering Circular (The "Pitch")
This is the most time-consuming part. It’s a narrative document that tells your story and covers:
- Business Description: What do you actually do?
- Risk Factors: Why might an investor lose their money? (Be brutally honest here).
- Use of Proceeds: Exactly how will you spend the money (e.g., 40% R&D, 20% Marketing)?
- Management's Discussion & Analysis (MD&A): A deep dive into your financial health.
- Executive Compensation: What are the founders and CEOs getting paid?
Part III: Exhibits
The "proof" behind your claims. You must attach:
- Financial Statements: 2 years of balance sheets and income statements (Audited for Tier 2).
- Legal Opinion: A letter from a lawyer stating the shares are legally issued.
- Material Contracts: Rent agreements, major patents, or licensing deals.
- Subscription Agreement: The contract the investor signs to buy the shares.
3. How to Put It Together
Think of this like a legal "assembly line." It typically takes 4–6 months to get from start to "qualified" (approved).
- Assemble the "A-Team": You cannot do this alone. You need a securities lawyer, an independent CPA (who knows PCAOB or GAAP standards), and ideally a transfer agent to handle the actual stock.
- Drafting (30–60 days): Your lawyer writes the Offering Circular while your accountants finish the audit.
- The "Testing the Waters" Phase (Optional): Under Reg A+, you are allowed to "test the waters" by gauging interest on social media before you even file, as long as you include specific SEC disclaimers.
- Submission (EDGAR): You file the Form 1-A electronically via the SEC’s EDGAR system.
- The "Comment" Loop: The SEC will read it and send back "comments" (questions or requests for more detail). You’ll likely go through 2 or 3 rounds of edits.
- Qualification: Once the SEC is satisfied, they issue a Notice of Qualification. You are now "live" and can officially collect money.
Pro-Tips for Success
- Don't DIY the Audit: For Tier 2, the audit must be done by an independent firm. If you try to do it yourself, the SEC will reject it immediately.
- Marketing is Key: Unlike a traditional IPO where big banks find the investors, in a Mini-IPO, the marketing is on you. Budget for digital ads and a solid landing page.
Would you like me to help you draft a sample "Use of Proceeds" table or a "Risk Factors" section for your specific business?