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What is a Regulation A offering?
Regulation A lets a company raise money from the public, including non-accredited investors, through an offering qualified by the SEC. Tier 1 allows up to $20 million in 12 months; Tier 2 allows up to $75 million. Tier 2 offerings aren't reviewed by each state, and the shares can be freely traded, which makes Reg A a possible step toward the OTC market or Nasdaq.
Joel Arberman, Meraki Partners · Reviewed October 2026. Based on 17 companies taken public since 1999: 11 by direct listing, 4 by reverse merger and 2 by IPO.
What is the difference between Tier 1 and Tier 2?
| Tier 1 | Tier 2 | |
|---|---|---|
| Maximum raise in 12 months | $20 million | $75 million |
| State review | Yes, in each state where offered | No; states are preempted |
| Audited financials | Not required | Required |
| Ongoing reporting | Exit report only | Annual, semiannual and current reports |
| Investment limits | None | Non-accredited investors limited to 10% of income or net worth, unless the shares are listed |
Can a Reg A company trade on the OTC market or Nasdaq?
Yes. Tier 2 companies can be quoted on the OTC market, and a company can list on Nasdaq or the NYSE if it meets the exchange's standards and registers under the Exchange Act. See raising under Reg A.
How does Reg A compare with a direct listing?
Reg A raises money from the public and can lead to trading; a direct listing raises money privately from people who know the founder, then registers those shares so they can trade. For most of our clients, raising from their own network and listing directly is faster and less expensive.
How long does a Reg A offering take?
Several months to prepare the Form 1-A and get it qualified by the SEC, then however long the raise takes. Marketing to the public costs money, and the raise is not guaranteed.
Is Reg A right for my company?
It can be when a company has a large community of customers or fans who want to invest and aren't accredited. If the founder's network can fund the raise, a private placement is usually simpler.
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