Regulation A is having a moment.
With SEC Chairman Paul Atkins stating that the Commission is looking to “better facilitate retail investor participation in private markets while preserving their protection with appropriate safeguards,” and a 2026 regulatory agenda explicitly built around capital formation, Regulation A is having a moment. Founders with a following are taking notice, and pitch decks increasingly include […]
“One and done” SPV reporting? No, not really
A few months ago, I posted about the received wisdom in the crowdfunding industry thatholds that because an issuer used a special purpose vehicle to handle its offering underRegulation CF, that SPV counted as only one “holder of record” for ongoing reportingpurposes. Therefore, the theory goes, issuers could take advantage of the provision inRule 202(b)(2) […]
Turning Fans Into Investors: Reg CF and Reg A for Creators
Content creators have an unlimited supply of creativity to reach an audience. What they may not have is unlimited capital to make that content. But for creators that have spent years building a community who believe in what they make, not only can that community be the source of capital they are looking for, but […]
Reg A Advertising on TV, Radio, and Online Audio/Visual Ads: What the SEC Staff Just Clarified (C&DI 182.28)
One of the draws of Regulation A is that issuers can advertise their offerings on ways that were previously unheard of in the world of traditional registered offerings. Ads on Instagram and TikTok, podcast reads, streaming pre-roll, radio, or even a TV ad extolling the virtues of your company’s offering are all permissible under Regulation […]
“Securities Are Sold, Not Bought—But Reg CF Marketing Has Rules: The SEC’s New Reg CF C&DI Guidance”
Advertising and marketing are crucial for Regulation Crowdfunding offerings. As the old sales adage goes – “Securities are sold, not bought.” But marketing an offering compliantly is just as important as the marketing itself, as few activities can get an issuer in regulatory hot water faster than running afoul of the SEC’s rules on promoting […]
Why IPO Candidates Should Consider Regulation A First
Financial newsletters are coalescing around the idea that 2026 will be the year of IPOs. To their credit, a number of high-profile offerings look likely to occur—SpaceX, AI players OpenAI and Anthropic, fitness app Strava, and others have already filed confidentially or announced plans for IPOs later in the year. However, especially for consumer-based companies, […]
“One and done” SPV reporting? Really?
It’s Form C-AR filing season again, and maybe time to discuss an interesting consequence of using a crowdfunding special purpose vehicle (“SPV”). These are used in roughly one quarter of all Regulation CF filings, according to the analysis of our colleagues at Kingscrowd. Everyone in crowdfunding knows that once a company has taken money from […]
AI and Fraudsters are Upending Indicia of Trust in Online Investments
The SEC recently brought an enforcement action against persons who created a fake trading platform for crypto, in which investors were contacted through messaging apps and encouraged to deposit funds in exchange for the crypto products being offered. See, https://www.sec.gov/newsroom/press-releases/2025-144-sec-charges-three-purported-crypto-asset-trading-platforms-four-investment-clubs-scheme-targeted. While investment scams are not new, this scam brings together new elements that upend some […]
SEC Announces Examination Priorities.
On November 17, 2025, the SEC released its annual examination priorities covering all categories of entities under its supervision. These include broker-dealers, investment advisers, FINRA, as well as funding portals operating under Regulation Crowdfunding. Although the list of priorities specific to funding portals is shorter than those for other regulated entities, it still signals the […]
Integration Pitfalls: Navigating Rule 152 When Moving from Reg CF to Reg A
Integration of securities offerings can be a tricky and often frustrating challenge. You may plan to conduct an offering one way, only to discover that you now have to comply with rules and restrictions that are different, or more severe than you were expecting. This is the situation for companies transitioning from a Regulation Crowdfunding […]