Form 1-A vs Form C: Reg A vs crowdfunding
On Form 1-A vs Form C, both let a company raise money from the public without going through a full registered IPO, but they run on different rules and different scales. A Form 1-A is the offering statement under Regulation A. A Form C is the offering statement under Regulation Crowdfunding. This guide compares Form 1-A vs Form C across how much each raises, the process, and the disclosure. It is not investment advice.
Definition
Form 1-A versus Form C
are both SEC offering documents for raising from the public without full registration. Form 1-A is the Regulation A offering statement, up to $75M a year under Tier 2. Form C is the Regulation Crowdfunding statement, capped at $5M in 12 months and run through a registered portal. Source: SEC.
How much can a company raise, and how?
Form 1-A covers a Regulation A offering. Tier 1 allows up to $20 million and Tier 2 up to $75 million in a 12-month period. Sales can only begin after the SEC qualifies the offering statement. Form C covers a Regulation Crowdfunding offering, capped at $5,000,000 in a 12-month period, a ceiling effective March 15, 2021. A crowdfunding raise must run online through a single SEC-registered intermediary, either a funding portal or a broker-dealer.
How do they differ?
The differences come down to size, process, and ongoing reporting.
| What to check | Form 1-A (Regulation A) | Form C (Reg Crowdfunding) |
|---|---|---|
| Annual raise ceiling | Tier 1 $20M / Tier 2 $75M | $5M |
| SEC step before selling | SEC qualifies the offering statement | File Form C, raise via a registered portal |
| Where the raise runs | Broadly, subject to the rules | Through one SEC-registered intermediary |
| Ongoing reports | Tier 2 files Form 1-K, 1-SA, 1-U | Annual report on Form C-AR |
$75M vs $5M
Regulation A Tier 2 annual ceiling on Form 1-A vs Regulation Crowdfunding ceiling on Form C
Source: SEC
Which route fits?
It depends on the size and shape of the raise. A larger offering with ongoing reporting tends toward Regulation A and a Form 1-A, after which a Tier 2 issuer files an annual Form 1-K. A smaller, portal-run raise uses Regulation Crowdfunding and a Form C. For the private-placement route by comparison, see Form C vs Form D, and for the full public path, see Form 1-A vs S-1.
Both filings sit on the SEC's EDGAR system, which you can search for free. Flock reads disclosure filings and keeps each one dated and linked to its source, so you can move from a summary to the original filing in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is the difference between Form 1-A and Form C?
Both are SEC offering documents for raising money from the public without a full registration. Form 1-A is the Regulation A offering statement, allowing up to $75M in a year under Tier 2. Form C is the Regulation Crowdfunding statement, capped at $5M in a 12-month period and run through a funding portal or broker-dealer. Source: SEC.
How much can a company raise under each?
Under Regulation A, Tier 1 allows up to $20M and Tier 2 up to $75M in a 12-month period. Under Regulation Crowdfunding, a company can raise up to $5,000,000 in a 12-month period, a ceiling effective March 15, 2021. Source: SEC.
Does either need SEC review before selling?
A Regulation A offering can only sell after the SEC qualifies the Form 1-A offering statement. A Regulation Crowdfunding offering files Form C before the raise, and all transactions must run through a single SEC-registered intermediary, a funding portal or broker-dealer. Source: SEC.
Where can I read a Form 1-A or a Form C?
Both are filed on the SEC's EDGAR system and are free to read. Search by the company name to find its Regulation A or Regulation Crowdfunding filing. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.