Dropping a PDF of a Regulation A+ (Reg A+) offering statement—technically known as Form 1-A—is a significant step toward raising capital, often called a “Mini-IPO.” Because you are filing this for the Securities and Exchange Commission (SEC), it is important to understand the next steps and regulatory requirements. Seyfarth Shaw LLP +2
Here is a breakdown of what happens next and the key compliance areas:
1. The Review and Qualification Process
- SEC Review: After you file, the SEC will review your Form 1-A. They may issue comment letters requesting changes or more information.
- Confidential Submission: You may have filed this confidentially if it is your first time. However, it must be filed publicly on EDGAR at least 21 days before qualification.
- Qualification: Once the SEC deems the document satisfactory, they will send a “notice of qualification,” which is similar to an IPO registration statement going effective. You cannot sell securities until the statement is qualified. www.bassberrysecuritieslawexchange.com +4
2. Key Regulation A+ Requirements
- Tier 1 vs. Tier 2:
- Tier 1: Up to $20 million in a 12-month period, subject to state blue sky reviews.
- Tier 2: Up to $75 million (increased from $50M) in a 12-month period. No state review, but higher reporting requirements.
- Audited Financials: Tier 2 offerings require two years of audited financial statements (GAAP).
- Ongoing Reporting: For Tier 2, you must file annual reports (Form 1-K), semi-annual reports (Form 1-SA), and current event reports (Form 1-U). www.bassberrysecuritieslawexchange.com +4
3. “Testing the Waters”
- You are allowed to test the waters (solicit interest) before or after filing, provided all marketing materials are accompanied by the preliminary offering circular or a link to it on EDGAR. Seyfarth Shaw LLP
4. Next Steps & Best Practices
- Wait for SEC Comments: Do not start selling until you receive the notice of qualification.
- Ensure Proper Filings: Ensure your PDF was filed correctly via the EDGAR system.
- Appoint a Transfer Agent: Required for Tier 2 offerings. www.bassberrysecuritieslawexchange.com +3
Are you preparing to respond to SEC comments, or are you in the “testing the waters” phase?
If you can tell me which Tier (1 or 2) you filed under, I can provide:
- A checklist for your ongoing SEC reports
- Guidance on investor caps for non-accredited investors
- Tips on managing the 21-day public filing window
Disclaimer: I am an AI, not an attorney. Regulation A+ filings require specialized legal counsel to ensure compliance with SEC regulations.