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Confusing aspects of Regulation A+

"What are the aspects of Regulation A+ that are frequently misunderstood"

"I have to use a Tier 1 offering if I am raising less than $20 mill". Not true.Tier 2 Regulation A+ offerings start at zero, not at $20 million. Tier 1 offerings start at zero too, and they cap out at $20 mill. But Tier 2 offerings start at zero and extend up to $50 mill* per company per year.

Many people think that Tier 1 is easier - this is not usually the case. Some states are taking a long time to conduct the interactive Blue Sky filings that are required for every state that your offering accepts an investor from. The cost of a legal service provider and the time that it takes can easily get out of hand. Few Tier 1 filings are being funded for this reason.

"I need a two-year audit for the SEC but my company is only a year old - what shall I do?"  The SEC requires an audit for Tier 2 offerings that extends back two years or as long as your company has existed. So if your company is one year old, you will need a one year audit.

"I can add a Broker Dealer after I get my Reg A+ offering Qualified and raise capital".  Yes you can, but the addition of a broker-dealer is a material change and the SEC would require you to refund all investors and start the offering again. So include the broker-dealer from the beginning.

 

*For businesses that can segment their market by geographic regions, it is possible to make multiple simultaneous offerings for one entity.

SEE RELATED FAQs:

What are Tier 1 and Tier 2 Regulation A Plus offerings?

What companies can use Regulation A+ to raise capital?