Episode 6 podcast thumbnail for Capital Conversations with Erik Nelson and Karen Rands. Features headshots of both hosts — a man in a gray suit on the left and a woman in a dark blazer with an orange scarf on the right — with the episode title 'Introduction to Regulation A Offerings' displayed in the center. A microphone icon and audio waveform graphic appear in the upper left corner.

Capital Conversations — Episode 6

Regulation A+ Offerings: Raising Capital Outside Traditional Venture Funding

Hosts: Karen Rands & Erik Nelson

In this episode of Capital Conversations, Karen Rands and Erik Nelson take a deep dive into Regulation A+ offerings and why they’ve become one of the most important capital raising tools for companies caught in the middle—too large for angel funding, too small for private equity, or simply outside the narrow lane venture capital firms typically pursue.

They break down how Reg A+ works, why it matters, and how it changed the landscape of private investing by opening equity opportunities to everyday investors instead of limiting participation to accredited millionaires and institutional money.

The conversation also gets into what most companies underestimate when they consider a Reg A+: the preparation, the marketing, the shareholder communication, and the strategy required to make an offering successful. Raising capital this way is not “build it and they will come.” Companies have to create visibility, investor trust, and momentum long before the raise closes.

They also explore how Reg A+ compares to Reg D, Reg CF, traditional IPOs, and reverse mergers—and why this pathway may become increasingly important as venture funding tightens and more companies look for alternative ways to scale.

Most founders assume their only options are banks, VCs, or giving up control to private equity.

That gap leaves a massive number of good companies stuck in place—not because the opportunity isn’t there, but because they don’t know another path exists.

This episode explains how Reg A+ works in the real world—so founders and investors can better understand the opportunity, the risks, and the long-term potential of this evolving capital market strategy.

SHOWNOTES:

Episode Summary

In this episode of Capital Conversations, Karen Rands and Erik Nelson break down Regulation A+ offerings and how they give companies an alternative path to raising growth capital outside traditional venture capital and bank financing.

They explain the evolution of Reg A+, how it emerged from the JOBS Act, and why it represents what Karen calls the “democratization of the capital markets.” The discussion covers Tier 1 vs Tier 2 offerings, accredited vs unaccredited investors, testing the waters, marketing strategy, shareholder communications, and how Reg A+ can help companies bridge the gap between private and public markets.

The episode also explores real-world examples, including Newsmax and BrewDog, and explains why visibility, investor trust, and strategic communication are critical to a successful offering.

In This Episode, You’ll Learn

What Regulation A+ offerings are
The difference between Tier 1 and Tier 2 Reg A offerings
How Reg A+ differs from Reg D and Reg CF
Why Reg A+ is useful for “middle market” companies
How general solicitation changed private investing
Why marketing is critical to a successful Reg A+ raise
What “testing the waters” means
How Reg A+ can help companies prepare for uplisting
Why shareholder communication matters
How ordinary investors can participate in private offerings

Timestamps

00:24 — Welcome + introduction to Regulation A+
00:53 — Why Reg A+ matters for growing companies
02:15 — Democratization of the capital markets explained
02:50 — Disclaimer
04:11 — Why banks don’t provide growth equity capital
05:03 — What Reg A+ actually is
06:00 — Securities laws after the Great Depression
07:21 — Reg D history and angel investing evolution
08:09 — General solicitation rules explained
09:06 — How the JOBS Act changed capital raising
10:05 — Tier 1 vs Tier 2 offerings
11:59 — Why Reg A+ matters for future growth
12:48 — Tier 1 vs Tier 2 audit requirements
13:23 — General solicitation and crowdfunding explained
14:38 — Reg D 506B vs 506C
15:32 — Accredited investor requirements
16:05 — Why audited financials matter
17:31 — Using Reg A+ as a bridge to uplisting
18:16 — Reg CF vs Reg A+ strategy
19:34 — Why marketing costs are underestimated
20:04 — Brand awareness benefits of Reg A+
21:04 — Why companies pause offerings mid-raise
21:29 — “Testing the waters” explained
22:05 — Rules around simultaneous offerings
23:12 — Future of Reg A+ offerings
24:08 — Reverse mergers vs Reg A+
25:03 — BrewDog case study
26:50 — Investor perks and customer loyalty
27:21 — Why Reg A+ may replace some VC funding
28:55 — Reg A+ and reverse merger strategy
29:27 — Failed brewery fundraising example
30:16 — Why some companies never raise enough capital
31:38 — Why investment bankers care about scale
32:20 — Choosing the right capital raising path
34:41 — Building an investor funnel
36:17 — Why outreach matters
37:40 — Entrepreneurs without wealthy networks
38:13 — Newsmax Reg A+ example
39:16 — Newsmax stock performance discussion
39:52 — Retail investor opportunity explained
41:20 — Why the JOBS Act was created
42:21 — Oculus and crowdfunding examples
44:00 — Estimated costs of a Reg A+ raise
45:03 — Legal, audit, and marketing expenses
46:35 — S1 registration statements explained
47:42 — Reg A+ for existing public companies
48:43 — Public companies on OTC markets
49:54 — Growing through Reg A+ capital raises
50:35 — Future visibility of Reg A+ offerings
51:54 — Investor red flags and due diligence
53:37 — Importance of shareholder communication
54:52 — Momentum investing explained
55:34 — Rights offerings and shareholder trust
56:06 — Preview of next episode
57:14 — Podcast distribution updates
57:33 — Closing remarks

Hosts

Karen Rands

Website: https://karenrands.co/
LinkedIn: https://www.linkedin.com/in/karenrands/
Facebook: https://www.facebook.com/TheKarenRands/
Instagram: https://www.instagram.com/compassionatecapitalist/
TikTok: https://www.tiktok.com/@compassionatecapi?_t=8q14kyaqCHO&_r=1

Erik Nelson

LinkedIn: https://www.linkedin.com/in/eriksnelson/
Coral Capital: https://coralcapital.com/
Sterling Investments: https://sterlinginvestments.com/
Mountain Share Transfer: https://mountainsharetransfer.com/

Capital Conversations Newsletter (LinkedIn):
https://www.linkedin.com/newsletters/capital-conversations-7297707966219120640/

Subscribe / Listen

YouTube: https://www.youtube.com/@SterlingHoldings
Spotify: __________________________
Apple Podcasts: __________________________

Hosts

Karen Rands

Erik Nelson

Capital Conversations Newsletter (LinkedIn):
https://www.linkedin.com/newsletters/capital-conversations-7297707966219120640/