Raise up to $75 million from both accredited and non-accredited investors with a streamlined, SEC-qualified Regulation A+ offering.
When your capital requirements exceed the limits of traditional private placements, Regulation A+ offers a powerful, hybrid pathway to the public markets. Often referred to as a “Mini-IPO,” Reg A+ allows private companies to raise up to $75 million in a 12-month period from the general public (for Tier 2 offerings), with a more streamlined disclosure and reporting framework compared to a traditional S-1 offering (IPO).
However, a Regulation A+ offering is a highly regulated public solicitation. It requires formal SEC qualification, rigorous disclosure documents, and, for Tier 2 offerings, audited financials. At Ishimbayev Law Firm, we guide issuers through the entire Form 1-A qualification process, transforming complex regulatory hurdles into a smooth runway for your capital raise.
Drafting the comprehensive Offering Circular, managing exhibits, and filing the Form 1-A with the SEC via the EDGAR system.
Advising on the optimal tier for your raise to balance maximum capital limits against state Blue Sky preemption and ongoing SEC reporting requirements.
Reviewing and clearing your pre-filing marketing campaigns, landing pages, and pitch decks to ensure you legally gauge investor interest without violating gun-jumping rules.
Acting as your primary liaison with the SEC, actively negotiating and resolving examiner comments to accelerate your Notice of Qualification.
We assess your company’s readiness, audit status, and marketing budget to confirm Reg A+ is viable and structure the core offering terms.
We meticulously prepare the Form 1-A, coordinate with your auditors and broker-dealers, and navigate the SEC comment and amendment process.
Once qualified, we assist with closing mechanics, digital share issuance, and setting up your framework for ongoing periodic reporting (Forms 1-K, 1-SA, 1-U).
We anticipate the SEC’s focus areas. By proactively addressing complex accounting, valuation, and risk factors in the initial draft, we help streamline the SEC review process and reduce the number of comment rounds.
For Tier 2 offerings, we leverage federal preemption to benefit from federal preemption of state registration requirements, saving you significant time and potentially significant costs associated with multi-state registration.
Reg A+ offerings often involve active digital marketing strategies, but the SEC strictly monitors your claims. We provide a legal review of your ad copy and videos to ensure your “Testing the Waters” campaign is both highly effective and legally compliant and well-structured .
We work seamlessly alongside your underwriter, broker-dealer, and transfer agent. Our institutional-grade documentation is designed to integrate smoothly with modern retail investing platforms.
Tier 1 allows raises up to $20 million but requires you to register the offering in every individual state where you sell shares (a massive burden). Tier 2 allows raises up to $75 million and preempts state registration, but typically requires audited financial statements and ongoing periodic reporting (including annual, semiannual, and current reports). Most issuers choose Tier 2.
Unlike Regulation D, both accredited and non-accredited investors can participate, subject to applicable limits. Accredited investors have no investment limits. Non-accredited investors are generally limited to investing no more than 10% of their annual income or net worth (whichever is greater).
Regulation A+ (Rule 255) allows you to legally advertise and solicit non-binding indications of interest from the public before you spend the money to file your Form 1-A with the SEC. This helps you gauge if the demand exists before committing to the legal and audit expenses.
Kindly complete the form provided below
Download our FREE guide and take the
first step in building a successful business