What is Form 1-A? SEC Regulation A offering
What is Form 1-A? Form 1-A is the offering statement a company files with the US Securities and Exchange Commission (SEC) to raise money under Regulation A, an exempt public offering route often called Reg A+. It lets smaller companies sell securities to the general public, including non-accredited investors, without the full registration a traditional IPO needs. The company files Form 1-A on SEC EDGAR, and sales can start only once the SEC qualifies it. It is not investment advice.
Definition
Form 1-A
is the SEC offering statement for a Regulation A offering, an exempt public raise. Tier 1 allows up to $20 million and Tier 2 up to $75 million in a 12-month period. Sales begin only after the SEC qualifies the offering statement. Source: SEC.
Who files a Form 1-A?
A company using Regulation A to raise capital from the public without a full registration. The route suits smaller and earlier-stage companies that want to reach ordinary investors, not just accredited ones. Because Regulation A is a public offering, the Form 1-A and its exhibits sit on EDGAR for anyone to read, unlike a private placement that leaves only a brief Form D.
What are the two tiers?
Regulation A has two tiers, and the tier sets the ceiling and the duties.
| What to check | Tier 1 | Tier 2 |
|---|---|---|
| 12-month raise cap | Up to $20 million | Up to $75 million |
| Audited financials | Not required by the SEC | Required |
| Ongoing SEC reports | No | Yes (1-K, 1-SA, 1-U) |
| Non-accredited investor cap | None federally | Limited to 10% of income or net worth |
$75 million
Maximum a company can raise in 12 months under Regulation A Tier 2
Source: SEC, Regulation A
What does qualification mean?
Sales cannot begin until the SEC qualifies the offering statement. Qualification is the Regulation A counterpart to the SEC declaring an S-1 effective for a standard IPO. It confirms the disclosure met the form's requirements. It is not an SEC endorsement, and it says nothing about the merits of the company or the price.
Where Form 1-A fits
Form 1-A marks the middle path between a private placement and a full public registration. A private raise leaves a Form D; a full public offering runs through an S-1. Reg A sits between them: public, but lighter than a full IPO. To find any of these on the US system, see how to search SEC EDGAR.
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Frequently asked questions
Who files a Form 1-A?
A company raising capital under Regulation A, sometimes called Reg A+. It is an exempt public offering that lets smaller companies sell securities to the general public, including non-accredited investors, without a full registration. The company files Form 1-A on SEC EDGAR. Source: SEC.
How much can a company raise under Regulation A?
Tier 1 allows up to $20 million in a 12-month period. Tier 2 allows up to $75 million in a 12-month period. Tier 2 adds audited financial statements, ongoing reports, and a limit on how much a non-accredited investor may put in. Source: SEC.
What does it mean for a Form 1-A to be qualified?
Sales can begin only after the SEC qualifies the offering statement. Qualification is the Regulation A equivalent of the SEC declaring an S-1 effective. It does not mean the SEC endorsed the offering, only that the disclosure met the form's requirements. Source: SEC.
Does a Tier 2 issuer keep reporting after the raise?
Yes. A Tier 2 issuer files ongoing reports: an annual report on Form 1-K, a semiannual report on Form 1-SA, and current event reports on Form 1-U. Tier 1 issuers do not carry the same ongoing reporting duty. Source: SEC.
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Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.