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, I can’t help but think that the conservative IPO route encouraged by their counsel and bankers is missing real opportunities to expand their stakeholder base prior to going public.

Consider a company like Strava. Its valuation is based on growing its user base and converting free users into paid subscribers. That requires increasing users’ interest in the company itself, not just the service. After all, if a different service comes along offering a similar or better experience, users will migrate to that new option.

What will keep those users loyal is if they have a financial stake in the company’s success. A traditional IPO won’t create that dynamic, as the offering will be filled by institutional investors and funds. Retail investors won’t own a piece just because they like the company. However, they would if they were invited to participate in an offering under Regulation A.

Compared to a registered offering, Regulation A provides much more freedom to communicate with retail investors. Companies can contact investors via email, social media, or through an app. Users could also be given incentives and perks that align with a company’s marketing mission for paid user growth. Further, those users would become stakeholders with a vested interest in the company’s success, not just the product or service being offered. This type of earned loyalty may deliver significant benefits as the company moves toward its IPO.

Conservative counsel and bankers may think a Regulation A offering introduces too many market risks. However, there are likely solutions they’re not considering. For instance, the terms for a Regulation A offering could include a lock-up or other trading limitations to ensure there are no issues on the initial trading day during the subsequent IPO. With proper planning, solutions are available for those perceived risks.

Since the amendments to Regulation A in 2015, companies have successfully used this mechanism to raise capital, engage their user base, build their brand, and prepare for going public. I believe more companies should have caught onto its potential by now, but perhaps that will also become a theme for 2026.

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