Capital Stack Comparison: Reg CF vs. Reg A+
This table outlines the capital structure and operational use case differences between consecutive or modular Reg CF raises and a potential Reg A+ rollout, contingent on CF traction, platform readiness, and post-MVP progress.
💼 Capital Stack Structure
| Category | Reg CF Raise | Reg A+ Raise (Future – If Scaled) |
|---|---|---|
| Max Raise Amount | $5M (per 12-month period) | Up to $75M annually |
| Investor Type | Public / Retail | Public / Retail |
| Minimum Investment | Set by issuer (e.g., $100) | Set by issuer (often higher) |
| Compliance Filing | Form C | Form 1-A |
| Transfer Restriction | 12 months (unless exempt) | Freely tradable post-qualification |
| Intermediary Requirement | Yes – via FINRA-regulated portal | Yes – via portal or broker-dealer |
| Use of Funds | MVP, legal stack, compliance ops | Growth, acquisitions, scaling ops |
| Token Offering Structure | Tokenized equity or rev-share units | Digital securities / equity tokens |
| Voting Rights | No (default); modular for issuers | Optional (issuer-defined) |
| Liquidity Path | ATS or secondary after 12 months | ATS immediately (post-qualification) |
🧠 Strategy Notes
- Phase One: Focus on CF-only raises to validate platform logic, investor demand, token structure, and compliance stack.
- No Reg A+ raise will occur unless CF traction justifies scale.
- Platform-first funding: The initial Reg CF raise will be equity-based and power the MVP, onboarding stack, and early issuer outreach.
- Issuer-specific CF raises (e.g., car wash, franchise) may use variations of the Reg CF contract with adjusted equity/rev-share logic.
- A Reg A+ raise may be introduced in the future only after CF raises demonstrate success, infrastructure is proven, and platform can sustain legal/BD burden.
📌 This document reflects current priorities and will evolve as CF raise results and platform readiness inform strategic direction.