In March 2025, Newsmax raised the full Tier 2 maximum of $75 million under Regulation A+ and listed on the New York Stock Exchange the largest crowd-financed public offering in the exemption's history. It was the kind of transaction that resets how founders think about what Regulation A+ can actually deliver. It also arrived at an inflection point: a new SEC Chair who has named Reg A+ by name as a vehicle worth strengthening. For any company evaluating a capital raise in 2026, that combination is worth understanding clearly including what has changed, what is still pending, and what it means on the ground.
What Is Regulation A+? Regulation A+ is defined by the SEC as an exemption from full securities registration under the Securities Act of 1933 that allows eligible companies to raise capital from both accredited and non-accredited investors. As of 2026, Tier 1 allows raises up to $20 million per year, and Tier 2 allows raises up to $75 million per year. Regulation A+ was established under the Jumpstart Our Business Startups (JOBS) Act of 2012 and went live in 2015.
How Has the SEC's Stance on Capital Formation Changed Under Chair Atkins?
Paul Atkins was sworn in as SEC Chair on April 21, 2025, returning to the Commission after serving as an SEC Commissioner from 2002 to 2008. From his first public remarks, Atkins framed capital formation as a central Commission priority not secondary to disclosure rulemaking or ESG initiatives.
In testimony before the House Financial Services Committee in February 2026, Atkins cited a concrete data problem: the number of exchange-listed companies has declined by roughly 40% since the mid-1990s, falling from more than 7,800 to approximately 4,761 as of September 2025. He has characterized this contraction as a failure of regulatory design, not simply market dynamics.
The SEC's Spring 2025 regulatory agenda formalized the shift, dropping a range of ESG-related rulemaking items from the prior administration and introducing a stated commitment to supporting innovation, capital formation, market efficiency, and investor protection. The agenda explicitly flagged updates to exempt offering pathways the category that includes Regulation A+.
Critically, Atkins has done something no prior SEC Chair has: publicly questioned the Reg A+ offering limit by name, asking what else, besides increasing the limit, could be done to incentivize greater issuer use of the exemption. That question signals active review at the commission level not just theoretical goodwill. To understand how Regulation A+ works and what the current rules allow, MSC's overview covers the full framework.
What Is the INVEST Act and What Could It Mean for Regulation A+ Issuers?
The Incentivizing New Ventures and Economic Strength Through Capital Formation Act the INVEST Act passed the U.S. House of Representatives on December 11, 2025, with a bipartisan vote of 302 to 123. The bill describes itself as building directly on the JOBS Act of 2012, and it proposes a broad set of changes to how companies access capital markets.
For Reg A+ issuers specifically, the most relevant INVEST Act proposals include modernizing the accredited investor definition which would expand the pool of eligible investors in Reg D offerings and indirectly affect investor appetite across exempt offerings and reforms to Regulation D's general solicitation rules that would ease how companies can present at specific events.
The bill must still pass the Senate and be signed into law. As of April 2026, that has not happened. Issuers should treat the INVEST Act as a directional signal, not an operational change. None of its provisions affect Reg A+ raises today. For a full breakdown of current Reg A+ filing requirements, MSC's company FAQ covers the qualification process in detail.
What Has Actually Changed for Reg A+ Issuers Right Now and What Hasn't?
Most coverage of the Atkins SEC has focused on public companies disclosure reform, quarterly reporting changes, proxy rules. For Reg A+ issuers, the operational picture is more specific.
What has changed: the enforcement climate. The prior administration used enforcement actions as a regulatory tool in areas where formal rulemaking had not occurred. Atkins has explicitly moved away from that approach, stating a preference for guidance and rulemaking over punitive action in evolving regulatory areas. For Reg A+ issuers navigating marketing and Test the Waters campaigns, that shift reduces certain practical risks.
What has also changed: the market-level signal. The SEC's own data documents a meaningful decline in Reg A filing activity from the exemption's peak — a trend the Atkins commission has explicitly flagged as a reason to revisit the rules. The Newsmax raise, and the SEC's qualification of its offering statement, demonstrated that Reg A+ can deliver institutional-grade outcomes for the right issuer at full Tier 2 scale.
What has not changed: the existing Tier 2 raise limit of $75 million per year, the qualification process, financial statement requirements, or ongoing reporting obligations under Form 1-K. The INVEST Act is not law. No new rulemaking on Reg A+ has been finalized.
What Does a Decade of Reg A+ Experience Show About Regulatory Cycles?
Between 2015 and 2024, more than 1,400 offerings were initiated under Regulation A+, seeking an aggregate of more than $28 billion in capital. Approximately $9.4 billion in proceeds was reported by more than 800 issuers. The exemption works. The question has always been execution, not regulatory intent.
Rod Turner, Founder and CEO of Manhattan Street Capital, has observed this pattern across a decade of real offerings: "Regulatory tailwinds matter but they don't close rounds. The companies that raise successfully under Reg A+ are the ones that arrive with a realistic marketing plan, clean deal structure, and a team that knows how the qualification process actually runs."
Manhattan Street Capital was the first platform in the United States built with a dedicated Regulation A+ focus from the start, quarterbacking offerings across real estate, technology, biotech, and clean energy since the exemption launched in 2015. Based on that operating history, the current environment offers something meaningful: an SEC that is publicly interested in making Reg A+ work better. That changes the regulatory backdrop. It does not change what good preparation looks like.
Frequently Asked Questions About Regulation A+ and the 2026 SEC Environment
Has the SEC changed Regulation A+ rules in 2026?
No formal rule changes to Regulation A+ have been finalized as of April 2026. The existing Tier 2 raise limit remains $75 million per year, and the qualification process is unchanged. What has shifted is the Commission's stated focus on making the exemption more useful for issuers but that intent has not yet been translated into final rulemaking.
What is the INVEST Act and does it affect Regulation A+ today?
The INVEST Act passed the U.S. House in December 2025 and proposes a broad set of capital formation reforms, including updates to exempt offering rules. It has not been signed into law as of April 2026. None of its provisions affect Regulation A+ offerings currently in progress or in planning.
Who can invest in a Regulation A+ offering?
One of Regulation A+'s most significant features is that both accredited and non-accredited investors from anywhere in the world can participate. There is no wealth or income requirement for investors in a Tier 2 Reg A+ offering beyond general investment limits tied to income and net worth for non-accredited participants. For the full breakdown of who can invest in a Regulation A+ offering, MSC's investor FAQ covers every eligibility scenario.
Is now a good time to raise capital under Regulation A+?
The SEC's current posture capital formation as a stated priority, reduced enforcement risk in evolving areas, active review of exempt offering rules is more favorable for Reg A+ issuers than the prior regulatory period. Timing a raise is a function of your company's readiness, market positioning, and deal structure, not regulatory sentiment alone. Preparation matters more than the administration in office.
What the Regulatory Shift Means for Your Capital Raise
The Trump administration's SEC has created a more favorable operating environment for Regulation A+ issuers not through rule changes that have already been enacted, but through a documented shift in regulatory intent, an active SEC Chair who has named Reg A+ as a vehicle worth strengthening, and a reduced enforcement posture in areas where prior guidance was ambiguous. The underlying rules remain in place. The exemption still allows raises up to $75 million per year under Tier 2, open to both accredited and non-accredited investors worldwide.
For companies considering a Reg A+ raise in 2026, the question is not whether the environment has improved it has. The question is whether your company is ready to execute within the rules that actually exist today.
To explore whether Regulation A+ is the right path for your company, contact the MSC team at manhattanstreetcapital.com/contact-us or visit manhattanstreetcapital.com to learn more.
Disclaimer: This post is for informational purposes only. Manhattan Street Capital is not a law firm, underwriter, or broker-dealer. This does not constitute an offer to sell securities. Investments in early-stage companies involve significant risk. Consult professional advisors before making investment decisions.
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Rod Turner
Rod Turner is the founder and CEO of Manhattan Street Capital, the #1 Growth Capital service for mature startups and mid-sized companies to raise capital using Regulation A+. Turner has played a key role in building successful companies, including Symantec/Norton (SYMC), Ashton Tate, MicroPort, Knowledge Adventure, and more. He is an experienced investor who has built a Venture Capital business (Irvine Ventures) and has made angel and mezzanine investments in companies such as Bloom, Amyris (AMRS), Ask Jeeves, and eASIC.
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