Home / Capital Raising & Going Public
For owners of $2M–$50M companiesRaise from investors the right way, under the rules that fit your size.
Raising capital from outside investors means selling securities, which requires either registering with the SEC or using an exemption. Most growing companies use Regulation D, a private placement mainly to accredited investors, or Regulation A, a smaller public offering qualified by the SEC that can be sold to the general public. Some go on to list publicly.
Signs it’s time.
If two or more of these sound familiar, this is likely where you’ll be matched.
- You have a specific deal and want to raise for it through an SPV.
- You’re ready to bring in outside investors and want to do it compliantly.
- Friends-and-family money came in without proper paperwork.
- You want to raise from your customers or community, not only accredited investors.
- You’re weighing a public listing in the next few years.
- An underwriter or broker-dealer needs counsel on the deal.
You raise money without creating a securities problem you’ll pay for later.
- The right exemption is chosen for your size, investors and timeline.
- Offering documents are prepared and filed correctly.
- Tax structure is planned alongside the raise, not after it.
- A clear path from private raise to public company, if that’s the goal.
What’s typically included
- SPV document suites: entity, PPM, operating agreement, subscription documents, Form D
- Regulation D (Rule 506(b) and 506(c)) offerings
- Regulation A (Tier 1 and Tier 2) offerings
- Underwriters counsel
- Offering circulars and private placement memoranda
- Going-public and listing preparation
- Founder tax planning: QSBS, 83(b) and cap-table modeling
Regulation D vs. Regulation A at a glance
| Regulation D (506(b) / 506(c)) | Regulation A (Tier 2) | |
|---|---|---|
| Maximum raise | No cap | $75 million in 12 months |
| Who can invest | Mainly accredited investors (506(b) allows up to 35 non-accredited, sophisticated investors) | Anyone, with investment limits for non-accredited investors |
| SEC review | No review; file a Form D notice | Offering circular must be qualified by the SEC |
| Advertising | Not allowed under 506(b); allowed under 506(c) with verified accredited investors | Allowed, with “testing the waters” before qualification |
| Best fit | Faster raises from a known investor group | Raising from customers, fans and the public at a larger scale |
Limits reflect SEC rules as amended in 2021. Confirm current thresholds with counsel before relying on them.
Capital Raising & Going Public, answered.
What is the difference between Regulation A and Regulation D?
Regulation D is a private placement exemption: no SEC review, no cap on the amount, but investors are mainly accredited. Regulation A is a mini public offering: the SEC qualifies an offering circular, the company can raise up to $75 million in 12 months under Tier 2, and anyone can invest, subject to limits for non-accredited investors.
How much can a company raise under Regulation A?
Under the current rules, up to $20 million in a 12-month period under Tier 1 and up to $75 million under Tier 2. Tier 2 offerings preempt state registration but carry ongoing reporting requirements.
Can a small company go public?
Yes. Companies can reach public markets through a registered IPO, and some use a Regulation A Tier 2 offering as a step toward listing. It takes audited financials, solid governance and experienced counsel, which is why the planning starts well before the listing.
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