The mini-IPO: public capital, streamlined.

The Framework

What Regulation A+ is

Regulation A+, expanded under the JOBS Act, is an exemption from full SEC registration that nonetheless creates a genuinely public offering. Companies file an offering statement on Form 1-A; once the SEC qualifies it, shares may be offered to the general public — including non-accredited investors — across the United States.

It occupies a deliberate middle ground: more public and more scalable than a private placement, yet lighter and faster than a traditional registered IPO. That is why it has become the pathway of choice for growth companies building their first U.S. public shareholder base.

Two tiers, two profiles

• Tier 1 — up to $20 million per 12 months. Reviewed by the SEC and state regulators; no ongoing SEC reporting regime, but state-by-state compliance applies.
• Tier 2 — up to $75 million per 12 months. SEC qualification preempts state review; requires audited financial statements and ongoing reports (annual 1-K, semiannual 1-SA, and current reports on Form 1-U). Non-accredited investors are subject to investment limits unless shares are listed on a national exchange.

For companies serious about a lasting U.S. public presence, Tier 2 is usually the relevant framework: the audited financials and reporting cadence it requires are precisely the institutional habits later stages demand.

Why international companies use it

• Public shareholder base — the offering itself can be marketed broadly, including "testing the waters" before qualification.
• Reasonable disclosure burden — scaled to growth companies, with U.S. GAAP audited financials at Tier 2.
• A stepping-stone with substance — Tier 2 reporting builds the compliance track record that supports OTC quotation and, eventually, exchange uplisting.
• Structural accessibility — non-U.S. businesses typically access the framework through a U.S. or Canadian issuer entity, which we help structure.

What the process involves

A Tier 2 journey typically includes: eligibility and structure confirmation with securities counsel; two years of audited financial statements; preparation of the Form 1-A offering circular (business description, risk factors, use of proceeds, management, financials); EDGAR filing and SEC comment-response rounds through qualification; and then the ongoing reporting regime — annual reports within 120 days of fiscal year-end and semiannual reports thereafter.

Financial Agency Group coordinates that entire sequence — counsel, auditors, EDGAR agents, transfer agents, and marketing infrastructure — as a single milestone-based program.