Do I need a broker-dealer for a Reg A offering?

Not strictly required, but most successful Tier 2 raises use one. We coordinate with your broker-dealer counsel.

Can I "test the waters" before filing?

Yes — Reg A permits testing-the-waters communications after submitting a draft offering statement, subject to conditions. We'll set up compliant solicitation materials.

What's the ongoing reporting burden for Tier 2?

Form 1-Z (annual report) plus certain interim reporting. We can build this into a flat ongoing-compliance engagement.

Regulation A

Reg A+ offerings: public raise, private-firm discipline.

Tier 1 and Tier 2 Regulation A offerings for issuers who want to raise from the public, with realistic cost, timeline, and compliance expectations set up front.

Overview

What Reg A Is

Regulation A (often called "Reg A+") creates a scaled public offering pathway with lighter requirements than a full IPO. Issuers file an offering statement (Form 1-A) with the SEC and, once qualified, can solicit the general public — including non-accredited investors — subject to offering caps and ongoing reporting.

Tier 1

Up to $20 Million

Up to $20 million in a 12-month period. Subject to state blue-sky laws (no federal preemption). Audited financials not always required at the state level but often expected.

Tier 2

Up to $75 Million

Up to $75 million in a 12-month period. Preempts state blue-sky laws. Requires audited financials and ongoing SEC reporting (Form 1-Z/1-Z/A).

Offering caps reflect current SEC rules confirm the latest figures at engagement.

Decision Guide

When Reg A Beats Reg D (and When It Doesn't)

Reg A makes sense when

You have a brand, community, or audience that a public raise can monetize.

You're offering tokenized, real-asset, or consumer-facing investments.

You want to reach non-accredited investors as part of your thesis.

Reg D is usually better when

You have a network of accredited investors and want capital efficiency.

You want to avoid audited financials and ongoing SEC reporting.

Your raise is under $20M and relationship-driven.

Deliverables

What We Handle

01

Form 1-A preparation: offering circular, business description, risk factors, use of proceeds, MD&A.

02

Qualification strategy: pre-filing and SEC comment-response management.

03

Broker-dealer coordination: FINRA-registered broker-dealer engagement for distribution.

04

Transfer agent setup: for ongoing shareholder management.

05

State filing coordination (Tier 1): multi-state blue-sky notice filings.

06

Ongoing reporting compliance: Form 1-Z, annual and semi-annual reporting.

Reality Check

Timeline & Budget Reality

Reg A engagements are larger than Reg D. Expect a Tier 2 offering to involve months of preparation, audited financials, SEC review and comment cycles, and coordination with a broker-dealer and transfer agent. We'll give you a transparent scope and fee estimate on the consult so you can decide whether the path fits your capital plan.

Summit Fund Counsel

experienced private placement COUNSEL