HOLDco

Reg A+, the traditional S-1, and reverse mergers each offer a different road to public markets — but most founders misread the map. This episode cuts through the noise to help smaller companies figure out which path actually fits their stage and goals.

Show Notes

Going public sounds like a single destination, but there are multiple roads to get there — and choosing the wrong one can cost a company hundreds of thousands of dollars and years of misdirected effort. This episode of HoldCo puts three retail public offering paths under the microscope: Regulation A+, the traditional S-1, and the reverse merger. Drawing on this in-depth breakdown of alternative public offering options, the episode gives founders a clear-eyed framework for evaluating which structure — if any — is appropriate for where their business actually stands today.
Here's what the episode covers:
  • Regulation A+ ranked first — born out of the JOBS Act, Reg A+ opens fundraising to non-accredited retail investors, with two tiers allowing raises up to $20M or $50M respectively, each requiring a Form 1-A filing and two years of audited financials.
  • Testing the waters — one of Reg A+'s most underused advantages lets companies gauge genuine investor appetite before committing to the full legal and accounting costs of a formal offering.
  • Blue Sky law exemption — Tier 2 sidesteps most state-level securities regulations, a massive administrative relief for companies running broad retail raises; Tier 1 does not share this benefit.
  • The liquidity gap in Reg A+ — a Reg A+ raise doesn't produce a ticker symbol or a tradeable float, meaning investors can't easily exit, and transitioning to a fully liquid public structure requires additional steps and costs.
  • The S-1's burden and irreversibility — the traditional S-1 delivers a trading public entity but brings full Sarbanes-Oxley compliance, annual reporting obligations, and a critical structural trap: once a company is publicly trading under an S-1, it can no longer participate in a Reg A+ offering.
  • Reverse mergers: speed at a steep price — acquiring a clean public shell can compress timelines to weeks, but costs $300K–$400K upfront, carries serious hidden-liability risks, and carries a reputational overhang from years of fraud and pump-and-dump schemes that institutional investors haven't forgotten.
The episode closes with a clear ranking — Reg A+ first, S-1 second, reverse merger last — while emphasizing that no offering structure compensates for a business that isn't ready. For founders who want to continue thinking about what drives or destroys company value before choosing a capital path, the episode Silent Killers: What's Really Destroying Your Business Valuation is essential listening.
Investment Bank

What is HOLDco?

Dynamic holding company podcast, covering varying topics on M&A, marketing, software engineering and deal strategies. We discuss topics and provide details of our various holdings at HOLD.co.