OUR SERVICES
Reg A+ Audit
Independent audits for Reg A+ filers — GAAS-compliant, EDGAR-ready, and delivered on time.
What Is a Reg A+ Audit?
And why the SEC requires one.
A Reg A+ audit is an independent examination of your company's financial statements, conducted by a licensed CPA under U.S. Generally Accepted Auditing Standards (GAAS) — and filed with the SEC as part of your offering circular.
The auditor issues a formal opinion on whether your financials are presented fairly and free of material misstatement.
It is a legal requirement for Tier 2 offerings under Regulation A+, and strongly advisable for Tier 1. Without it, your offering cannot be qualified by the SEC..
Per SEC Rules 251–263 under Regulation A (17 CFR Part 230) — Tier 2 offerings require two years of audited financial statements prepared in accordance with U.S. GAAP and audited under U.S. GAAS by an independent auditor.
The auditor issues a formal opinion on whether your financials are presented fairly and free of material misstatement.
It is a legal requirement for Tier 2 offerings under Regulation A+, and strongly advisable for Tier 1. Without it, your offering cannot be qualified by the SEC..
Per SEC Rules 251–263 under Regulation A (17 CFR Part 230) — Tier 2 offerings require two years of audited financial statements prepared in accordance with U.S. GAAP and audited under U.S. GAAS by an independent auditor.
Who needs one:
Tier 2 Issuers (up to $75M). Companies raising under Tier 2 must include two years of audited financial statements in their Form 1-A before the SEC will qualify the offering. After qualification, they file audited financials every year on Form 1-K.
Tier 1 Issuers (up to $20M). Audits aren't federally required, but state securities regulators often ask for them during review, and investors expect them. An audit makes the raise more credible and the state review smoother.
Companies Amending or Extending an Offering. If your financial statements are no longer current under SEC timing rules, you'll need updated audited statements before the amendment can be qualified.
Companies Planning an Exchange Listing. Issuers that plan to list on Nasdaq or NYSE will eventually need PCAOB-standard audits from a PCAOB-registered firm. Starting with a clean Reg A+ audit history makes that transition easier.
Tier 2 Issuers (up to $75M). Companies raising under Tier 2 must include two years of audited financial statements in their Form 1-A before the SEC will qualify the offering. After qualification, they file audited financials every year on Form 1-K.
Tier 1 Issuers (up to $20M). Audits aren't federally required, but state securities regulators often ask for them during review, and investors expect them. An audit makes the raise more credible and the state review smoother.
Companies Amending or Extending an Offering. If your financial statements are no longer current under SEC timing rules, you'll need updated audited statements before the amendment can be qualified.
Companies Planning an Exchange Listing. Issuers that plan to list on Nasdaq or NYSE will eventually need PCAOB-standard audits from a PCAOB-registered firm. Starting with a clean Reg A+ audit history makes that transition easier.
Sources: 17 CFR §230.251 (Regulation A offering tiers and limits); 17 CFR §230.257 (Tier 2 audited financial statement requirement); SEC Release No. 33-9741, Regulation A+ Final Rules (March 2015); PCAOB AS 1000 / U.S. GAAS (applicable auditing standards for Reg A+ issuers).
Regulation A+ Tier 1 vs. Tier 2 Audit Requirements
Regulation A+ Financial Statement Requirements
Form 1-A sets out exactly which financial statements an issuer must include, for which periods, and how current they must be.
- Two fiscal yearsBalance sheets and statements of operations, cash flows, and changes in equity for the two most recent fiscal years, or since inception if shorter.
- U.S. GAAPStatements must follow U.S. GAAP. Canadian issuers may use IFRS as issued by the IASB.
- Interim statementsIf your year-end balance sheet is more than nine months old at filing, you also need interim statements covering at least six months. These may be unaudited.
- Full footnote disclosuresComplete GAAP disclosures, including related parties, equity, going concern, and subsequent events, presented to hold up under SEC review.
- Annual Form 1-KTier 2 issuers file audited annual financial statements within 120 days of fiscal year-end for as long as reporting continues.
- Semiannual Form 1-SATier 2 issuers file unaudited semiannual financial statements within 90 days after the end of the first half of the fiscal year.
GAAS vs. PCAOB Audits for Regulation A+
Regulation A accepts audits under either AICPA standards (GAAS) or PCAOB standards. Most issuers need a GAAS audit. A PCAOB audit becomes necessary only when you plan to become an SEC reporting company.
What Does a Regulation A+ Audit Include?
Every Reg A+ audit delivers a signed report and a complete financial statement package, ready for your Form 1-A or Form 1-K. Our work covers the areas the SEC focuses on in its review.
How the Regulation A+ Audit Process Works
From engagement to qualification, here's what to expect.
Scoping call
We review your offering timeline, tier, entity structure, and whether prior years have been audited. You leave with a clear understanding of which periods and entities need an audit.
Fixed-fee proposal and engagement letter
You receive a written scope covering every year and entity required, a realistic timeline, and a fixed fee. No hourly billing and no surprises if the SEC comments.
Planning and PBC list
We assess risk areas and send one clear checklist of what we need: cap table, equity agreements, ledgers, bank records, and key contracts. Everything comes in through one organized request
Fieldwork
We test transactions, confirm balances with third parties, and evaluate your equity accounting, related parties, and going concern. Fieldwork is remote, with ongoing communication so issues are resolved as they come up.
Draft statements to management and counse
We share draft audited financial statements formatted for Form 1-A Part F/S. Your securities counsel can start integrating them into the offering circular while we finalize.
Final report and consent
We issue the signed independent auditor's report and the auditor's consent for filing on EDGAR. Final versions are coordinated with counsel so everything matches what's filed.
SEC comment support
If the SEC comments on the financial statements, we help you and your counsel prepare responses. Where revisions are needed, we update the statements and reissue our report and consent.
Working With Securities Counsel and the SEC Filing Team
Coordinated with your securities counsel, broker-dealer, and EDGAR filing agent from scoping through qualification.
A Reg A+ raise involves several parties: your management team, securities counsel, any broker-dealer or funding platform, your filing agent, and your auditor. When these advisors don't communicate, the financial statements can fall out of step with the offering circular, deadlines slip, and the SEC review drags on. We work directly with your counsel from day one, so everyone works from the same plan.
During scoping, we confirm the required periods and entities with counsel. As the audit moves forward, we share draft financial statements so counsel can build them into the offering circular while we finish our work. We answer questions on financial disclosures and capitalization as they draft, and coordinate the final report, statements, and auditor's consent so what's filed on EDGAR matches exactly.
If the SEC comments on the financial statements, we work with you and counsel to prepare clear, well-supported responses. For Tier 2 issuers, we coordinate each year's Form 1-K audit the same way. You get one audit team that works alongside your legal team, not another advisor you have to manage.
Why Companies Choose GreyWood CPA
Reg A+ audits with fixed fees, senior-level attention, and direct coordination with your securities counsel.
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Fixed, transparent fees with no surprises - Senior CPAs on every engagement
- Direct coordination with your counsel
- Financials formatted for Form 1-A
- Support through SEC comment letters
- Multi-year and multi-entity audits
Frequently Asked Questions
Reg A+ does not require a PCAOB audit. Unlike fully reporting public companies under the Securities Exchange Act, Reg A+ issuers only need financials audited under U.S. GAAS — the same standard applied to private companies. PCAOB audits are significantly more expensive and time-consuming. GreyWood conducts GAAS audits, fully compliant with SEC requirements for Reg A+ filings.
Tier 1 allows raises up to $20M and has no federal audit requirement, though individual states may impose one through their own securities review process. Tier 2 allows raises up to $75M, preempts state review, and requires two years of GAAS-audited financial statements filed with the SEC. Most serious Reg A+ raises go Tier 2 for exactly that reason — state-by-state review is unpredictable and slow.
Two years. If your company has been operating for less than two years, you provide audited financials for however long you have been in existence. If prior-year audits don't exist, we scope the engagement to cover both years — we'll discuss this during your initial consultation so there are no surprises.
We send you a prepared-by-client (PBC) list at the start of the engagement. Typically this includes two years of financial statements, bank statements, general ledger, capitalization records, board minutes, material contracts, and any prior tax returns. If you've already started your Form 1-A preparation with securities counsel, share that draft — it helps us align the audit scope with your filing timeline from day one.
Comment letters on financial statements are common in Reg A+ reviews and not a cause for alarm. If the SEC raises questions about your audited financials, we assist in drafting the response in coordination with your securities counsel. We stand behind our work through the full SEC review process — our engagement doesn't end at report issuance.
No. The SEC does not require the auditor to be PCAOB-registered for Reg A+ offerings — this is confirmed in Form 1-A requirements and the SEC's own Financial Reporting Manual. The audit must be conducted under U.S. GAAS by an independent CPA who meets SEC independence standards under Regulation S-X — PCAOB enrollment is not a condition. GreyWood's CPAs are fully qualified to sign Reg A+ audit reports.
Your Reg A+ Audit. Fixed Fee. No Surprises
Tell us your offering timeline and tier. We'll confirm which years need an audit and send a fixed-fee proposal — at no cost.