Regulation A Offering

Regulation A Capabilities

RCCB advises companies, sponsors, real estate operators, entrepreneurs, and growth-stage businesses on Regulation A and other exempt offering strategies designed to raise capital from a broader investor base.

Regulation A can be an attractive capital formation option for companies seeking access to real investors or who seek to broaden their permitted marketing efforts without undertaking a traditional registered public offering. It may be especially relevant for businesses with strong customer communities, recognizable brands, real estate or hospitality assets, recurring revenue opportunities, or investor affinity tied to a destination, institution, product, or mission.

Our attorneys help clients evaluate, structure, document, and execute Regulation A offerings and related capital formation strategies. We work closely with clients to align the legal structure, business objectives, investor communications, and regulatory requirements of each offering.

Our Regulation A capabilities include:

• Offering structure and strategy
• Entity formation and governance
• Securities law analysis
• Preparation and review of offering materials
• Coordination with filing agents, broker-dealers, transfer agents, and platform partners
• Investor eligibility and subscription process considerations
• Risk factor and disclosure review
• Capitalization and ownership structure planning
• Real estate and asset-backed offering considerations
• Hospitality, consumer-facing, and community-based investment strategies
• Corporate governance and ongoing compliance support
• Investor communications and marketing review
• Concurrent and/or complementary offering structures under Regulation D, Regulation CF and other exemptions from registration

RCCB’s cross-disciplinary approach allows us to support Regulation A offerings that involve corporate, securities, real estate, tax, hospitality, finance, intellectual property, employment, and regulatory considerations. Our attorneys understand that these offerings are not only legal transactions — they are business, brand, and investor-engagement initiatives.

Whether a client is exploring Regulation A for the first time or preparing to launch a sophisticated offering, RCCB helps identify practical pathways for raising capital while managing legal, regulatory, and execution risk.

Related Capabilities

Regulation A and exempt securities offerings
Corporate and securities law
Hospitality and real estate investment
Private capital and alternative investment structures
Investor-facing offering platforms
Real estate funds and sponsor-led investment vehicles

Case Study:

RCCB Advises Scholar Hospitality Holdings I LLC on Regulation A Offering

RCCB represented Scholar Hospitality Holdings I LLC, a hospitality real estate investment company affiliated with Scholar Hotels LLC, in connection with the launch of its Regulation A investment offering involving a portfolio of State College hospitality and real estate assets.

The offering reflects an innovative capital formation strategy designed to broaden access to a category of private real estate ownership that has historically been available primarily to institutional and accredited investors. Upon completion of the full offering amount, the full portfolio will include four hotel properties and a downtown retail property, together comprising 396 hotel rooms, conference and meeting space, food and beverage operations, and more than 47,000 square feet of retail space.

RCCB advised on legal and transactional aspects of the offering, drawing on the firm’s experience with securities, corporate structuring, real estate, hospitality, investor communications, regulatory compliance, and capital formation matters.

This matter highlights RCCB’s ability to advise clients on sophisticated capital formation strategies that combine securities law, business structuring, real estate assets, investor communications, and regulatory compliance.

For additional information about Scholar Hospitality Holdings I LLC and the offering, please visit Scholar’s offering page.

Contact: Matthew Devine