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December 30, 2022 | 3 Min Read

From Reg. CF to Reg. A+ – How You Can Raise the Full Stack of Capital through the Crowd

reg cf reg a

From Reg. CF to Reg. A+ – How You Can Raise the Full Stack of Capital through the Crowd

Many of the benefits of equity crowdfunding are clear. You stay in control of your business because you set the terms of the raise. You source capital from your early adopters – this is a great way to build brand equity by giving your customers a stake in the company. And there’s no VC pushing you into a liquidity event when times are tight. In fact, equity crowdfunding has proven more resilient in a downturn than institutional capital.

Despite all the benefits and even though it’s been around for close to a decade, many entrepreneurs I speak to still believe equity crowdfunding is only viable at the seed stage. Not true. Through Regulation Crowdfunding and Regulation A+, you can raise the full stack of capital – from your Seed Round to Series C and beyond – with the crowd.

Here’s how.

Let’s start with Regulation Crowdfunding. This is a very simple way to raise up to $5 million from the general public. At its most basic level, all you need to do is file a form C with the SEC and display an investment page on a funding portal, like StartEngine.

Though the process is simple, running a successful campaign still requires hard work. And the amount of time needed to get the offering off the ground is comparable to what you’d put into raising seed funding from traditional angels or VCs. The difference? You don’t pitch one person at a time. Instead, you’ll put together a marketing program (we can help you here) to reach friends, family, customers, fans, and the public at large.

Early momentum can make or break a raise. Read strategies to hit your first 100 investors.

For those that reach the $5 million threshold, the logical next step is to file a Regulation A+ offering. This exemption allows you to raise up to $75 million in a year – or $25 million more than the average Series C round – again, all through the public and with the benefits I mentioned above.

Raising under Reg. A+ does require more legal work and the costs and time to launch can be greater (typically anywhere from 60 to 120 days). The good news though is the audit requirements are the same under both exemptions – the only addition here is you’ll write a comprehensive offering memorandum.

A funding solution for good times and bad.

If the 2022 financial crisis has taught us founders anything, it’s this: raise capital – even when you don’t think you need it. The scores of now defunct, would-be unicorns show that it’s hard to predict the future. So how to protect yourself against uncertainty? Stay well capitalized and always be raising.
Of course, securing funds is difficult when times are hard. And VCs today are handing out half as many checks as they did just a year ago. So am I shocked that applications to raise capital on StartEngine have spiked close to 30% in the last quarter alone? Not at all. As we’ve just seen, equity crowdfunding has the flexibility to support businesses of all sizes.

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Unless indicated otherwise with respect to a particular issuer, all securities-related activity is conducted by regulated affiliates of StartEngine: StartEngine Capital, LLC, a funding portal registered here with the US Securities and Exchange Commission (SEC) and here as a member of the Financial Industry Regulatory Authority (FINRA), or StartEngine Primary, LLC, a broker-dealer registered with the SEC and FINRA/SIPC. You can review the background of our broker-dealer and our investment professionals on FINRA’s BrokerCheck here. StartEngine Secondary is an alternative trading system regulated by the SEC and operated by StartEngine Primary, LLC, a broker dealer registered with the SEC and FINRA.

Investment opportunities posted and accessible through the site are of three types:

1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Primary, LLC (unless otherwise indicated). 2) Regulation D offerings (Rule 506(c)), which are offered only to accredited investors. These offerings are made through StartEngine Primary, LLC. 3) Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Capital, LLC. Some of these offerings are open to the general public, however there are important differences and risks.

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Investment opportunities posted and accessible through the site will not be offered to Canadian resident investors. Potential investors are strongly advised to consult their legal, tax and financial advisors before investing. The securities offered on this site are not offered in jurisdictions where public solicitation for offerings is not permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence.

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StartEngine’s Reg A+ offering is made available through StartEngine Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information about this offering, please view StartEngine’s offering circular and risks associated with this offering.

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None of the information displayed on or downloadable from (the 'Website') represents a recommendation, offer, or solicitation of an offer to buy or sell any security. It also does not constitute an offer to provide investment advice or service. StartEngine does not (1) make any recommendations or otherwise advise on the merits or advisability of a particular investment or transaction, or (2) assist in the determination of fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services.

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Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk. It should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks, and you should complete your own independent due diligence regarding the investment. This includes obtaining additional information about the company, opinions, financial projections, and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment.

StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC. StartEngine Bulletin Board ("SE BB") is a bulletin board platform that advertises interest in shares of private companies that previously executed Reg CF or Reg A offerings. SE BB enables shareholders to communicate interest in potential sales of shares in private companies and investors to discover, review, and potentially invest in private companies. As a bulletin board platform, SE BB provides a venue for investors to access information about private company offerings and connect with potential sellers. SE BB is distinct and separate from StartEngine Secondary (“SE Secondary”), which is an SEC-registered Alternative Trading System (ATS) operated by SE Primary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. While a security may be displayed on the bulletin board, these securities will be subject to certain restrictions which may prevent the ability to buy and sell these securities in a timely manner, if at all. Even if a security is qualified to be displayed on the bulletin board, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral.

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This Reg A+ offering is made available through StartEngine Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information about this offering, please view StartEngine’s offering circular and risks associated with this offering.


Kevin O’Leary is a paid spokesperson for StartEngine. Read the 17(b) disclosure here.

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