Regulation A+ Offerings

Regulation A+, often called Reg A+, was introduced as part of the JOBS Act to make it easier for smaller companies to raise capital from the general public—including non-accredited investors.

Think of Reg A+ as a “mini public offering.”
It’s more regulated than a private placement but far simpler and cheaper than a full IPO.

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Reg A+ offerings come in two tiers:

Tier 1

• Can raise up to $20 million per year

• Requires state-level review (called “blue sky” review)

• Can accept both accredited and non-accredited investors

• Less commonly used because of the state-by-state process

Tier 2

• Can raise up to $75 million per year

• No state review — SEC review only

• Open to accredited and non-accredited investors

• Must provide audited financial statements

• Often used for real estate, consumer product companies, and growth-stage startups

Tier 2 is the dominant format.

What Investors Like About Reg A+

• Broad accessibility: Non-accredited investors can participate.

• Regulated filings: Offering documents are reviewed by the SEC.

• Lower investment minimums: Often $500–$5,000 to start.

• Variety of opportunities:

  • early-stage companies

  • fintech and consumer brands

  • real estate funds

  • yield-focused products

  • niche investment vehicles

Reg A+ has opened the door to investors who want private-market exposure without large capital commitments.

Considerations and Risks

• Less mature companies may have higher failure risk.

• Liquidity varies; some Reg A+ offerings are tradable, others are not.

• Investors must rely heavily on the sponsor’s disclosures and business plan.

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Reg A+ is ideal for investors who want:

• small minimum investments

• access to startup or growth opportunities

• the chance to diversify into alternatives without being accredited

It is one of the most democratizing regulations in modern capital markets.