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Understanding the Basics of SEC Regulation A Offerings

Regulation A (Reg A) is a U.S. Securities and Exchange Commission (SEC) exemption that allows companies to raise capital from the public without the complexity of a full IPO, often referred to as a “mini-IPO.” Regulation A provides the ability to generally solicit the offering to the public and allows accredited and non-accredited investors to invest. It has two tiers: Tier 1 allows up to $20 million to be raised per year and requires state qualification, while Tier 2 allows up to $75 million and preempts state registration, though it requires audited financials and ongoing reporting.

Both tiers let companies raise money from accredited and non-accredited investors, but Tier 2 limits non-accredited investor contributions to 10% of their income or net worth. Companies using Reg A must file Form 1-A and receive SEC qualification before offering securities. This exemption is especially attractive to startups and consumer-facing brands looking to grow while building public awareness. It is also used widely by real estate funds and energy asset funds to raise investor capital.

Red Rock Securities Law can provide the legal work needed to prepare and file a Regulation A offering with the SEC including building a custom Regulation A investor raise portal to administer the raise.

Interested in learning more? Contact us today at (720) 586-8610

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