The JOBS Act “mini-IPO” and the offering toolkit
Regulation A+ in one paragraph
Regulation A+ (Title IV of the JOBS Act) lets a company offer securities to the general public — accredited and non-accredited investors alike — with an SEC-qualified offering circular (Form 1-A) instead of a full registration statement. Tier 2 allows up to $75 million in a rolling twelve-month period, preempts state blue-sky review, permits “testing the waters” before filing, and produces freely tradable securities. Paired with an exchange application, it is the “mini-IPO”: a public raise and a NASDAQ or NYSE listing in one coordinated process.
Where each tool fits
| Tool | Best for |
|---|---|
| Regulation A+ (Tier 2) | Public raises up to $75M from a broad investor base; consumer-facing brands with communities; listing vehicles |
| S-1 registration | Larger raises, institutional audiences, or a pure direct listing with no concurrent raise |
| Regulation D 506(b)/506(c) | Private placements to accredited investors — quiet, fast, no SEC qualification |
| Regulation S | Offshore offerings to non-U.S. investors alongside a domestic track |
The Regulation A+ process
- Test the waters — gauge investor interest publicly before committing to the filing.
- Prepare Form 1-A — the offering circular, with two years of audited financials for Tier 2.
- SEC qualification — respond to staff comments through qualification of the offering.
- Raise and close — conduct the offering through a platform, broker-dealer, or directly, as structured.
- List — where the plan includes it, complete the exchange application so the securities trade on NASDAQ or NYSE from qualification.
The cross-border note
Regulation A+ eligibility is limited to issuers organized in the United States or Canada. For an international company, that is a structuring question, not a closed door: where a raise under Regulation A+ is the right tool, the path usually runs through a properly built U.S. holding company — one of the core workstreams of the cross-border practice — with Regulation S available for the offshore tranche alongside the domestic track.
Candid limits
Regulation A+ is not right for every company. Issuers organized outside the U.S. and Canada are not eligible; SEC-reporting companies generally are not either; and a raise without a distribution plan is a filing, not a financing. The first conversation in every engagement is whether this path fits — and the answer is sometimes no. That candor is the practice.
Discuss an offering plan: contact the practice · WhatsApp +1 949-529-2500.