Is Regulation A+ a realistic route to public markets for a holding company?

What is Regulation A+ and what are its limits?

Regulation A is an SEC exemption that lets a company sell securities to the public without full registration. The SEC reviews the offering and "qualifies" it. As of October 2026, Rule 251(a) sets two tiers:

• Tier 1: up to $20 million in 12 months, with up to $6 million sold by selling holders who are affiliates.
• Tier 2: up to $75 million in 12 months, with up to $22.5 million sold by affiliates. The $75 million cap comes from amendments effective March 15, 2021 (Release 33-10884).

In a company's first Regulation A offering, and any qualified within the next 12 months, selling holders can account for no more than 30% of the offering price (Rule 251(a)(3)). Tier 2 offerings need no state registration, according to the SEC's Regulation A page.

What does a Regulation A offering require?

• Form 1-A. Part I is the notification, Part II the offering circular, Part III the exhibits. The offering circular can follow the Form 1-A format or the Part I format of Form S-1.
• Financials. Tier 1 statements need not be audited. Tier 2 requires audited statements under Article 8 of Regulation S-X. The audit follows U.S. auditing standards or PCAOB standards, and the audit firm need not be PCAOB-registered.
• SEC qualification. The offering cannot be sold until the SEC qualifies it.
• Ongoing reports (Tier 2). Rule 257(b) requires Form 1-K annually, Form 1-SA semiannually and Form 1-U for current events. The forms set the deadlines: 120 calendar days after year-end for the 1-K, 90 calendar days after the half-year for the 1-SA, and generally four business days after the event for the 1-U.

Can a holding company use it?

Often yes, with three checks.

• Eligibility. Rule 251(b)(1) requires a U.S. or Canadian company. Rule 251(b)(3) excludes development-stage companies with no specific business plan or a plan to acquire unidentified companies. An operating holding company with businesses inside it is not that. A pure acquisition vehicle with no operations should ask counsel before assuming it qualifies.
• Investor limits. In a Tier 2 offering of unlisted securities, a non-accredited investor generally may not invest more than 10% of the greater of income or net worth (Rule 251(d)(2)(i)(C)). The limit does not apply if the securities are listed on a national exchange at qualification.
• Reporting. A holding company with several subsidiaries must consolidate audited results, which is the same work any route requires.

Where do the shares trade afterward?

OTC. The OTCQB accepts "Regulation A Reporting Companies" (Rules v6.1, September 17, 2026, Section 1.1(A)(1)). It also asks for a $0.05 bid, 50 beneficial holders with 100 or more shares each, and a 10% float. A Regulation A company is exempt from the PCAOB-registered auditor rule for initial eligibility only, and later audits need a PCAOB-registered auditor. A market maker must still file a Form 211 with FINRA (Rule 6432) before quoting.

Nasdaq. Rule 5210(a) requires registration under Section 12(b) of the Exchange Act. A Tier 2 issuer can do that on the short Form 8-A at qualification only if its offering circular follows the Form S-1 (or S-11) disclosure model and its financial statements are audited under PCAOB standards by a PCAOB-registered firm (Form 8-A, General Instruction A). An audit that meets the basic Tier 2 rule may not be enough for a listing. Rule 5210(j) requires a company listing with a Regulation A offering to have two years of operating history. The Capital Market standards in Nasdaq's 2026 listing requirements then apply, including the $15 million float and the $4 minimum bid price, which is the only price option for new listings from about October 30, 2026. Once registered, the company files Forms 10-K, 10-Q and 8-K, and under Rule 257(b)(6) those Exchange Act reports satisfy its Tier 2 reporting duty.

When does it fit?

The route is a public sale to many small investors, so it fits a holding company that already has a customer, member or community base that wants the stock. It fits poorly when the plan is to place a large block with a few institutions. My view is that Regulation A+ is realistic for a holding company with an audience and patience for SEC review, and a poor fit for one that expects investors to appear because it qualified.

Worked example: the retail investor count

Assumptions: a holding company raises $10 million in an unlisted Tier 2 offering, planning OTCQB quotation afterward, at $5.00 per share.

1. Cap check: $10,000,000 is within the $75,000,000 Tier 2 limit.
2. A non-accredited investor with $400,000 net worth and $150,000 income: 10% x $400,000 = $40,000 limit (the greater figure). That is 8,000 shares at $5.00.
3. If every investor invested that maximum, $10,000,000 / $40,000 = 250 investors.
4. Assume the average investment is $20,000. The raise then needs $10,000,000 / $20,000 = 500 investors.

If the shares were instead listed on Nasdaq at qualification, the 10% limit would not apply, but the $15 million float and the other Capital Market tests would. The rules rarely stop a small holding company. Reaching hundreds of investors usually does.

Where these numbers come from: Tier limits and eligibility are from 17 CFR 230.251, reporting from 17 CFR 230.257, Exchange Act registration from Form 8-A, Form 1-K, Form 1-SA and Form 1-U. Form 1-A structure and audit rules are from Form 1-A. OTC terms are from the OTCQB Rules, and Nasdaq terms from the 5200 Series. The investor figures are hypothetical.

Related questions

Is Regulation A+ cheaper than an IPO?

I have not found a sourced cost figure, so I do not give one. Costs include securities counsel, a Tier 2 audit and ongoing reports. See the cost article linked below.

Can I use Regulation A+ to buy businesses?

You can use the proceeds for acquisitions you describe in the offering circular. A plan to buy unidentified companies is the case Rule 251(b)(3) excludes for development-stage companies.

Do I have to list after a Regulation A offering?

No. Tier 2 shares can be unlisted, or quoted on the OTC, or listed on an exchange later if the company qualifies.

What comes next

To see what the cheapest viable route costs to run, read what it costs to take a holding company public and keep it public.

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• What are Nasdaq's 2026 listing requirements for a small company?
• Is a direct listing still a good way for a small company to go public in 2026?
• Should a holding company go public, and at what size?
• Public roll-up vs private roll-up: how does the math compare?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.