Reg A fundraising: organizing a mini-IPO offering
Regulation A lets a company sell securities to the public, including non-accredited investors, after the SEC qualifies its offering statement on Form 1-A. Tier 1 allows up to $20,000,000 in 12 months and Tier 2 up to $75,000,000. The data room holds the drafts, audit files, SEC comment responses and the evidence behind the offering circular.
- $20,000,000Tier 1 cap in any 12 months (17 CFR 230.251(a)(1), 2026 figure, check the current figure)
- $75,000,000Tier 2 cap in any 12 months (17 CFR 230.251(a)(2), 2026 figure, check the current figure)
- 10%Tier 2 limit for non-accredited individuals, of the greater of income or net worth, unless listed (17 CFR 230.251(d)(2)(i)(C))
Folder index
- 01 Offering statement Form 1-A drafts, offering circular versions, exhibits.
- 02 SEC correspondence Comment letters, responses, qualification notice.
- 03 Financial statements Audited statements for Tier 2, auditor communications, interim results.
- 04 Support for the circular Backup for each number and claim in the offering circular.
- 05 Testing the waters Approved solicitation materials, dates used, audience log.
- 06 Corporate Charter, bylaws, board approvals, cap table.
- 07 State filings Tier 1 state review files or Tier 2 notice filings.
How this raise works
Reg A is often called a mini-IPO. The issuer files an offering statement on Form 1-A, including an offering circular, and cannot sell until the SEC qualifies it. Tier 1 offerings also need state securities review. Tier 2 offerings preempt state registration but need audited financial statements and ongoing reports: an annual report on Form 1-K, a semiannual report on Form 1-SA and current reports on Form 1-U.
In a Tier 2 offering, a non-accredited individual generally cannot invest more than 10% of the greater of annual income or net worth, unless the securities will be listed on a national exchange. The issuer may test the waters before and after filing, with written materials that become part of the offering record, so every promotional piece should be reviewed by counsel and kept.
Readers of the data room are counsel, auditors, any broker-dealer or platform involved, and SEC comment response teams. Public investors read the qualified offering circular. Qualification commonly takes several months, so the room carries many draft versions; version control and clear folder names keep the team aligned.
Best data rooms for this raise
The 16 rooms re-ranked with this raise's weights. Raise workflow carries the most weight here.
- Investor tracking 16%
- Permission control 22%
- Raise workflow 26%
- Investor onboarding 15%
- Cost of a raise 20%
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Full deal room with AI, a listed price and a 14-day free trial.
Price $149 a month Trial 14-day free trial Features 8 of 12 listed -
Long-running M&A platform with layered permissions and fast support.
Price Priced on request Trial Free trial available Features 9 of 12 listed -
Bank-grade platform for large processes, with AI and a mobile app.
Price Priced on request Trial Demo on request Features 10 of 12 listed -
Deal room with AI and readiness tools for preparing a process.
Price Priced on request Trial Free trial available Features 8 of 12 listed -
Simple flat-rate deal room with signing and Q&A.
Price $250 a month Trial Free trial available Features 8 of 12 listed -
Deal room with a listed monthly price and an open API.
Price $299 a month Trial Free trial available Features 7 of 12 listed -
Content cloud with watermarks and signing, priced per user.
Price $15 a user a month Trial Free trial available Features 9 of 12 listed -
Easy, reliable deal room favored by mid-market advisers.
Price Priced on request Trial Free trial available Features 7 of 12 listed -
One of the oldest deal rooms, common on bank-led transactions.
Price Priced on request Trial Demo on request Features 8 of 12 listed -
European deal room strong in real estate, with AI features.
Price Priced on request Trial Demo on request Features 8 of 12 listed
Places 11 to 16: DealRoom (7.0), SmartRoom (6.9), ShareVault (6.7), Venue by DFIN (6.5), Digify (6.2), DocSend (5.9)
Folder index for the room
A starting index for this raise. Number the folders so the order survives exports and investors can cite them in questions.
- 01 Offering statementForm 1-A drafts, offering circular versions, exhibits.
- 02 SEC correspondenceComment letters, responses, qualification notice.
- 03 Financial statementsAudited statements for Tier 2, auditor communications, interim results.
- 04 Support for the circularBackup for each number and claim in the offering circular.
- 05 Testing the watersApproved solicitation materials, dates used, audience log.
- 06 CorporateCharter, bylaws, board approvals, cap table.
- 07 State filingsTier 1 state review files or Tier 2 notice filings.
- 08 Investor processingSubscription flow, investor limit checks, transfer agent setup.
- 09 Ongoing reportingForm 1-K, 1-SA and 1-U filings and their support.
Features this raise needs
| Feature | Why | Ellty | iDeals | Datasite | Ansarada | SecureDocs | CapLinked |
|---|---|---|---|---|---|---|---|
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| Q&A module | LPs and lead investors post questions on a file; the deal team routes each one, drafts a reply and decides who sees it. | ||||||
| Drag-and-drop folders | An entire numbered folder tree goes up in a single drop, structure intact. | ||||||
| Built-in redaction | Masks fee splits, investor names or personal data in place, with no edited duplicate to keep in sync. |
Setting up the room
- 01
Choose the tier
Weigh the raise size, state review under Tier 1, and the audit and reporting duties of Tier 2.
- 02
Book the audit early
Tier 2 requires audited statements; auditor timing often sets the filing date.
- 03
Keep every draft in one place
Version the Form 1-A and offering circular in the room, with comments tied to each draft.
- 04
Review testing-the-waters materials
Have counsel approve each piece and log where and when it was used.
- 05
Answer SEC comments from the room
Store each comment letter, the response and the supporting documents together.
- 06
Set up the reporting calendar
For Tier 2, create folders for each 1-K, 1-SA and 1-U filing after qualification.
Common mistakes
- Testing-the-waters materials that say more than the later offering circular.
- Audit work started too late for the planned filing date.
- Ignoring the Tier 2 investment limit checks for non-accredited buyers.
- No plan for ongoing reports once the offering is qualified.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
What is the difference between Reg A Tier 1 and Tier 2?
Tier 1 allows up to $20 million in 12 months with state review. Tier 2 allows up to $75 million, preempts state registration, and requires audited statements and ongoing reports.
Can non-accredited investors buy in a Reg A offering?
Yes. In Tier 2, a non-accredited individual is generally limited to 10% of the greater of annual income or net worth unless the securities are listed on a national exchange.
How long does Reg A qualification take?
Commonly several months, depending on SEC comments, state review for Tier 1 and how ready the financial statements are.