You’re semi-public, and the SEC means that literally.

Once your offering is qualified, you have not “gone public.” Your shares are not “registered” with the SEC, and they are not “listed” on an “exchange” unless you’ve also completed a separate listing process. The SEC takes those words seriously enough that using them loosely in your own materials can be considered misleading. You could call the company “semi-public,” and that’s the right mental model: still a private company at the core, but now carrying real obligations to keep information flowing to investors and to the market.

That status comes with a built-in tripwire, and it’s worth understanding before it sneaks up on you. Under Section 12(g) of the Exchange ActThe rule that forces a private company to register and become a full Exchange Act reporting company once it crosses set size and shareholder thresholds., a private company that crosses $10 million in total assets and either 2,000 holders of recordInvestors listed as owners on the company's own share register, not the same as beneficial owners who hold through a broker. or 500 holders of record who aren’t accredited investors normally has to register and become a fully reporting company. The same heavy reporting regime applies to companies on the NYSE or Nasdaq. That’s a real problem for a company that raised capital specifically to avoid that burden.

Reg A+ Tier 2 issuers get a conditional pass. You stay outside the full-reporting regime as long as your public floatThe dollar value of your shares held by non-affiliate investors: the portion of the company that trades in the hands of the public. stays under $75 million (or, if there’s no public market for your stock yet, your annual revenue stays under $50 million), you keep a registered transfer agent on the books, and you stay current on your Reg A+ reporting. Miss that last condition, and the exemption gets shaky.

Miss that last condition, and the exemption gets shaky. It can disappear.

The calendar you’re now on

Here’s how the obligations actually land through your first year, and it’s worth thinking of it as a calendar rather than a checklist, because the timing is the part that trips people up.

Reg A+ Tier 2 ongoing reporting calendar

The SEC estimates Form 1-SA takes roughly 188 hours to prepare, so start pulling numbers together well before the deadline, not after. Form 1-K requires audited financial statements plus a full update on your business, ownership, and management, a heavier lift than the 1-SA, but still lighter than what a traditional S-1 route requires: those companies file a 10-K within 60 to 90 days, with a heavier audit and internal controls burden. The 120-day runway and the lighter compliance load are part of why we steer most companies toward Reg A+ in the first place: you get real reporting discipline without the cost structure of a full IPO.

Outside that fixed rhythm, certain events force your hand immediately. A change of control, a material new agreement that fundamentally shifts your business, a bankruptcy filing, or financial statements you can no longer stand behind: any of these triggers a Form 1-U. The window is tight: four business days from the event, not the two you might have heard elsewhere. If something material happens, loop in your team the same day, not the day the deadline notification pops up.

One more filing runs on a separate track entirely. It’s easy to miss because it isn’t a periodic report at all. If you still have an offering open, you need to file a post-qualification amendment at least once a year to refresh your financials, and again any time something fundamental changes in the offering circular itself. That obligation exists independent of your 1-K and 1-SA schedule. Closing out one doesn’t excuse the other.

Between filings, the rules don’t sleep.

The forms are the visible part. The part that generates actual legal exposure is what happens between them.

As a semi-public company, you, your officers, and your controlling shareholders are personally liable for misleading statements in anything you file. The SEC treats these filings as subject to the same anti-fraud rule, Rule 10b-5The SEC's core anti-fraud rule: it prohibits misleading statements or omissions in connection with buying or selling a security., that applies to any public statement regarding a security. That means the offhand comment your CEO makes to an investor during coffee carries real weight if it conflicts with what’s in your offering circular or your latest 1-K.

It also means you can’t play favorites with information. If you’re updating some investors on a Slack channel or a private Facebook group and not others, you’ve created a problem. Those investors now hold material information the rest of the market doesn’t have, which puts them in a bind if they try to trade and puts you in a bind for having selectively disclosed it in the first place. Post updates somewhere every investor can see, and treat “everyone gets it at the same time” as a rule rather than a preference.

If you know something material that isn’t public yet, you don’t sell, and you don’t let your management team sell, until it is public: no trading plan required to be bound by the principle.

The same logic applies to insider trading. A company going public via an IPO engages a law firm to establish formal trading windows and blackout periods. Most Reg A+ companies don’t have that infrastructure. Still, the underlying rule is identical.

What your investors get for all of this

Here’s the part that matters most to the people who bought into your raise, and it’s where Reg A+ separates itself clearly from the alternative most companies compare it to: Regulation D.

An investor who bought shares directly from you in your Reg A+ offering can generally resell them without waiting out a holding period, no year-long lockup, no restrictive legend to clear, as long as they’re not an officer, director, or someone holding more than 10% of the company. Those affiliates face separate resale limits under Rule 144 regardless of which offering they bought into.

Compare that to an investor who came in through a Reg D raise, a private placement to accredited investors under Rule 506, for instance. Those shares are restricted from day one, even if the company later also runs a Reg A+ offering. A non-affiliate has to hold Reg D shares for a full year before reselling freely; an affiliate has to clear that same year and then navigate Rule 144’s volume limits and broker-filing requirements on top of that.

That gap is a real part of the case for Reg A+ over other exemptions when you’re deciding how to structure a raise aimed at a broad investor base, though we’ll say plainly that we don’t recommend which SEC exemption is right for your specific situation; that’s a call for you and your securities counsel. What we can tell you is that the resale flexibility is a genuine benefit your investors receive in exchange for the added reporting discipline you’re taking on. It’s worth explaining to your cap table when you talk to them about why the extra filings are worth it.

One caution: resale eligibility isn’t the same thing as a liquid market. Your investors being legally free to sell doesn’t mean there’s a ready buyer on the other side of the trade: that depends on whether your company is actually marketed to a target audience of potential buyers, a separate project from compliance, and one we spend a fair amount of our time on with clients.