Two of the most-used paths to raising capital without a full registered offering are Regulation A+ and Rule 506(c) of Regulation D. They solve different problems.
Regulation A+ in brief
Often called a mini-IPO, Regulation A (abre em uma nova aba) (as amended by Title IV of the JOBS Act) lets an issuer raise up to $75 million in a 12-month period under Tier 2, from both accredited and non-accredited investors. Issuers may "test the waters" publicly before the offering circular is qualified, and the securities investors receive are generally freely tradable.
The trade-off is process: an offering circular reviewed and qualified by the SEC, ongoing reporting, and audited financials for Tier 2.
Rule 506(c) in brief
Rule 506 of Regulation D (abre em uma nova aba) is the safe harbor for private offerings under Section 4(a)(2) of the Securities Act. Under 506(c), a company may advertise the offering publicly and raise an unlimited amount — provided every purchaser is an accredited investor and the issuer takes reasonable steps to verify that status (tax returns, brokerage statements, or third-party verification letters, for example).
How to choose
- Want your customers and community on the cap table? Reg A+ reaches non-accredited investors; 506(c) cannot.
- Need more than $75M or a faster launch? 506(c) has no cap and no qualification wait.
- Audience matters: 506(c) suits institutional and high-net-worth demand; Reg A+ suits consumer brands with large communities.
Whichever exemption fits, the offering is conducted by the issuer in reliance on its own exemption — and verification, investor limits, eSignature, and escrow mechanics should be built into the raise from day one. Always confirm current rules directly at SEC.gov (abre em uma nova aba) and consult your own counsel.
Esta postagem é apenas para informação e não é aconselhamento sobre investimentos, jurídico ou tributário.
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