Regulation A+ Offerings Explained: The Accredited (and Non-Accredited) Investor Guide for 2026

Regulation A+ is the SEC exemption that lets a private company raise up to $75 million in a 12-month period from both accredited and non-accredited investors without running a full-blown IPO registration. The rule lives at SEC.gov's Regulation A overview, and it's the closest thing the private markets have to a "mini-IPO" that your neighbor with a W-2 job can actually participate in. I've watched this exemption evolve since the 2015 expansion, and the short version is this: it opened a real door for retail investors, but the numbers behind it tell a more sober story than the marketing decks do.

You'll see Reg A+ pitched next to Reg CF and Reg D 506(c) as if they're interchangeable menu items. They're not. Each one trades off raise size, investor eligibility, and paperwork in different ways, and picking the wrong lens to evaluate a deal means missing the risk that actually matters here: not fraud, but illiquidity.

What Reg A+ Actually Is

Congress created the modern version of Regulation A through the JOBS Act, and the SEC expanded it in 2015 into what practitioners now call "Reg A+." The pitch is simple: instead of filing a full S-1 registration statement and going through the traditional IPO gauntlet, a company files a Form 1-A offering statement, gets it qualified by SEC staff, and then sells shares directly to the public, accredited and non-accredited alike, often through an online portal.

There are two tiers, and the difference matters more than most pitch pages let on.

Tier 1 caps a company at $20 million raised in a 12-month period. It requires less ongoing disclosure but also gets you a coordinated review from state securities regulators in addition to the SEC, which in practice makes Tier 1 slower and less popular. Tier 2 caps the raise at $75 million in 12 months, including no more than $22.5 million from existing shareholders selling their own stock in the same offering. Tier 2 preempts state-level "blue sky" review, which is why it now accounts for the overwhelming majority of Reg A+ activity. SEC's own DERA study puts Tier 2 at more than 95% of total proceeds raised since 2015. You can read the actual Form 1-A filings and qualification orders for any issuer through the SEC's EDGAR full-text search system before you invest a dollar. Tier 2 comes with a catch that keeps this exemption honest: companies must file audited financial statements, plus ongoing annual (Form 1-K), semiannual (Form 1-SA), and current event (Form 1-U) reports for as long as the offering circular stays open and beyond. That's meaningfully lighter than what a Nasdaq-listed company files, but it's not nothing, and it's a real step up from the reporting a Reg CF or Reg D issuer typically owes investors.

Here's the part that separates Reg A+ from your standard startup fundraise: non-accredited investors face an investment cap in Tier 2 offerings, 10% of the greater of their annual income or net worth, unless the securities will be listed on a national exchange like Nasdaq or NYSE American at closing, in which case that cap disappears entirely. Accredited investors never face an investment limit under Reg A+, same as in a traditional private placement. That's a fundamentally different structure than a full S-1 IPO, where every share sold goes through underwriters, and it's a fundamentally different structure than Reg CF, where dollar caps bite everyone regardless of income.

The 2025-2026 Numbers: StartEngine Eating Its Own Cooking

The most telling recent example isn't a random startup. It's the funding portal that hosts hundreds of these deals eating its own cooking. StartEngine closed a Reg A+ raise of $10.33 million on June 25, 2025, selling 9,347,504 shares at a valuation near $1.38 billion. Rather than stop there, the company opened a new Reg A+ round on September 19, 2025, and by June 2026 had filed to raise up to $45.6 million more, this time at a $2 billion valuation. Kendrick Nguyen, StartEngine's co-founder, has long argued that letting retail investors buy into the company that runs the crowdfunding platform is the best proof-of-concept the industry has. Kevin O'Leary, an early backer and public face of the platform, has made similar arguments on camera for years. Whether you buy the pitch or not, the mechanics are instructive: a company can run consecutive Reg A+ rounds, and valuations can climb fast between them without a single day of public trading in between. You can track the filing history yourself through Crowdfund Insider's ongoing coverage of these rounds.

Zoom out from any single issuer and the platform-level numbers show real scale. DealMaker, one of the infrastructure providers behind Reg A+ and Reg CF offerings, facilitated $292 million in Reg A+ raises during 2025 alone, more than half of all Reg A+ capital raised industry-wide that year. Other portals and broker-dealers, including Republic, Wefunder, and Rialto Markets, run their own Reg A+ deal flow alongside Reg CF offerings, and the total addressable pool of retail capital chasing these deals has grown every year since 2015.

If you're weighing a Reg A+ investment against other early-stage options, it helps to see how this fits into the broader picture of startup funding rounds and crowdfunding structures before you commit capital to any single offering type.

How Reg A+ Stacks Up Against Reg CF and Reg D 506(c)

The three exemptions get lumped together in casual conversation because all three let private companies raise money outside a traditional IPO. But the eligibility rules and dollar limits diverge sharply, and those differences should drive which deals you even look at. SEC's own exempt offerings guide for investors lays out all three side by side, and it's worth a direct read before you rely on any platform's summary of the rules, including this one.

Feature	Reg A+ (Tier 2)	Reg CF	Reg D 506(c)
Who can invest	Accredited and non-accredited investors	Accredited and non-accredited investors	Accredited investors only
Company raise cap (12 mo.)	$75M (Tier 1: $20M)	$5M	No cap
Non-accredited investment limit	10% of greater of annual income or net worth (no cap if listed on a national exchange)	Greater of $2,500 or 5% of income/net worth if both under $124,000; up to $124,000 if either exceeds that threshold	Not applicable, non-accredited investors are excluded
Accredited investment limit	None	None	None
Financial statement requirement	Audited financials required	Reviewed or audited, depending on raise size	None required by the exemption itself
Ongoing SEC reporting	Annual (1-K), semiannual (1-SA), current event (1-U)	Annual report on Form C-AR	None

Notice what that table actually tells you. Reg CF exists for smaller raises with tighter guardrails on how much any one non-accredited investor can put in, a deliberate design choice given that Reg CF deals skew earlier-stage and riskier. You can review the current Reg CF investor limits directly on the SEC's Regulation Crowdfunding page. Reg D 506(c) removes the dollar cap entirely but slams the door on retail participation altogether, which is why most venture and growth-equity rounds you've heard about use this exemption and never touch a retail investor. The SEC's Rule 506(c) overview spells out the accredited-only verification requirements issuers must follow. Reg A+ is the only one of the three that combines a large raise ceiling with open retail access, which is exactly why it gets called a mini-IPO. It's also why the SEC requires more of issuers on the disclosure side than Reg CF demands.

The Honest Risk: Illiquidity, Not Just Fraud

This is the part that gets glossed over on crowdfunding platform landing pages, and it's the part I want you to actually sit with before wiring money into any Reg A+ deal.

SEC's Division of Economic and Risk Analysis published a decade-long look back at the Regulation A market covering 2015 through 2024. The findings, laid out in the DERA white paper "A Decade of Regulation A", are worth reading in full if you're putting real money into this asset class. Roughly 1,400 Reg A+ offerings sought more than $28 billion in aggregate since June 2015. Actual reported proceeds across more than 800 issuers came to $9.4 billion through the end of 2024, meaning issuers raised roughly a third of what they set out to raise, on average, across the entire population of deals. Tier 2 offerings account for more than 95% of that $9.4 billion, confirming that Tier 1 has become a rounding error in this market. The harder finding is what happens after the money comes in. DERA's researchers found that the majority of Reg A+ issuers have no liquid secondary market for their shares years after qualification. You bought equity, sure, but there's frequently nowhere to sell it. No Nasdaq ticker, no OTC listing, no active broker-dealer making a market. Your money is parked until the company either lists on an exchange, gets acquired, or offers some kind of tender or buyback — none of which is guaranteed, or even likely, on any particular timeline.

SEC's own investor-facing guidance doesn't sugarcoat this. The Investor.gov bulletin on Regulation A flags these offerings as speculative and illiquid investments suitable only for money you can afford to lose entirely, and it says so in plain language rather than legal hedging. That bulletin exists because retail investors kept treating Reg A+ deals like a can't-miss pre-IPO ticket instead of what they actually are: an early, illiquid equity stake in a company that might never go public at all. None of this means Reg A+ is a scam category. StartEngine's own multi-round track record and the $292 million DealMaker processed in a single year show there's real capital and real company-building happening inside this exemption. But "real" and "liquid" are different words, and the DERA data is the clearest signal the SEC has published that most of this money sits still for a long time, if it ever moves again at all.

FAQ

Can non-accredited investors really put money into a Reg A+ deal?
Yes. That's the defining feature of the exemption. Both tiers allow non-accredited investors to participate, though Tier 2 imposes an investment limit tied to income or net worth unless the shares will list on a national exchange at closing.

How is Reg A+ different from an actual IPO?
A traditional IPO requires a full S-1 registration statement, typically involves underwriters pricing and distributing shares, and results in an immediate exchange listing with daily trading. Reg A+ uses a lighter Form 1-A offering statement, often sells shares directly through an online portal without traditional underwriting, and frequently leaves investors holding shares with no exchange listing and no active trading market.

Why did StartEngine raise money through its own platform?
StartEngine used Reg A+ to raise $10.33 million in June 2025 and then filed for up to $45.6 million more in 2026 at a $2 billion valuation, arguing that letting retail investors buy into the platform operator itself demonstrates confidence in the model. It also illustrates how a company can run consecutive Reg A+ rounds at rising valuations without any public trading between them.

What's the single biggest risk with Reg A+ investing?
Illiquidity. SEC's DERA research found that the majority of Reg A+ issuers since 2015 have no liquid secondary market for their shares, even years after the offering closed. Treat any money you put into a Reg A+ deal as locked up indefinitely, not as a short-term trade.

Author Disclosure: Jeff Barnes, MBA has no personal position in any company, fund, or platform named in this article. Angel Investors Network has no current commercial relationship with any party mentioned. AIN provides marketing and education services, not investment advice. Past performance does not guarantee future results. All investments involve risk, including loss of principal.