From Crowdfunding to Public Offer Platforms: How the UK’s New POP Regime Transforms Capital Raising

The UK is introducing one more regulatory change that will affect capital raising in the region. 

As of 19 January 2026, the Public Offer Platform (POP)¹ regime will take effect, setting new rules for how companies can raise capital outside public markets. 

Under this framework, the Financial Conduct Authority (FCA) is introducing a regulated route that sits between investment-based crowdfunding and full public market listings. This route allows companies to make larger off-market public offers of securities. 

In this article, we will check how the UK’s POP regime will impact the way companies raise funds and how platforms and investors participate in these offerings.

What is a Public Offer Platform (POP)?

A Public Offer Platform (POP)² is a new type of authorised online platform. It allows companies to make public offers of securities to a wide audience, including retail investors, without listing on a public market and without needing to publish a full prospectus under the old UK Prospectus Regulation³.

Under the previous rules, companies had to prepare a prospectus once a public offer passed certain size limits (around €8 million). This often made larger raises expensive and slow. 

The POP regime, introduced as part of the Public Offers and Admissions to Trading Regulations (POATRs),⁴ changes this approach. Instead of relying on a single prospectus requirement, companies can raise capital through authorised POP operators, using disclosure and investor-protection measures that are more proportionate to the size and nature of the offer.

So, small public offers below £5 million (reduced from the previous threshold of €8 million) can continue under existing exemptions, but public offers of £5 million or more directed at a broad range of investors must be made through an authorised POP. This is intended to provide a consistent route for larger off-market public offers while avoiding the automatic prospectus requirement that applied under the old regime.

Why the FCA introduced the POP regime

The goal of the POP regime is to make fundraising more practical for modern businesses, support business growth, and give investors more choice. These changes follow recommendations from the UK Listing Review⁵. Together, they replace the former UK Prospectus Regulation with a framework that is more flexible and better suited to different types of offers.

In its Policy Statement PS25/10, the FCA explains that the POP regime is designed to:

• Give smaller and growing companies more ways to raise capital from a broader group of investors.
• Make larger off-market fundraisings easier to carry out while keeping appropriate investor protections in place.
• Help companies that have moved beyond small crowdfunding rounds continue to raise funds publicly as they grow.
• Allow retail investors to invest in growing businesses in a way that matches their level of risk.

Overall, the POP regime reflects a move toward rules that support capital raising in the UK. It reduces pressure on companies to look overseas for funding or to move too quickly toward a full public listing.

Why crowdfunding operators are natural early adopters

Many crowdfunding platforms already have the practical experience needed to operate as Public Offer Platforms. This includes bringing companies onto their platforms and carrying out initial checks, presenting risks and key information to retail investors, running online investment processes, and meeting regulatory requirements. They are also familiar with smaller public offers and with how retail investors engage with them.

For established crowdfunding operators, applying for POP permissions offers a way to build on existing operations rather than changing their business model entirely. Their current regulatory permissions, investor communities, and technical infrastructure make it easier to adapt to the POP framework.

This also benefits companies that use these platforms. It allows companies to raise larger amounts of capital through public offers without taking on the full cost and process of a stock market listing or a traditional prospectus-based offer. Companies can continue to include retail investors, reach higher funding amounts, and operate under rules designed specifically for off-market public offers.

What POPs mean for investors

For investors, particularly retail investors, the POP regime provides a broader range of investment options within a regulated framework. Instead of being limited to smaller crowdfunding rounds, investors can also participate in larger public offerings that occur outside public markets. These offers remain subject to regulatory oversight and clear disclosure requirements.

The framework also allows investors to remain involved with companies as they grow, rather than exiting after early crowdfunding rounds.

What is the next?

The FCA published its final rules for the Public Offer Platform (POP) regime in Policy Statement PS25/10 on 15 July 2025. The regime will formally come into force on 19 January 2026.

From that date, any firm that wants to operate a Public Offer Platform must either be fully authorised by the FCA to carry out POP activities or be operating under the interim permission regime. Firms that are not authorised, or covered by interim permissions, will not be allowed to host or facilitate public offers of £5 million or more to a broad group of investors.

To support an orderly transition, the FCA plans to introduce an interim permission regime. This will allow firms that are already authorised for related regulated activities, such as investment-based crowdfunding, to continue operating as POPs while their formal Variation of Permission (VoP) applications⁶ are being assessed. Interim permission is intended to prevent disruption to existing platforms and issuers, but it will be time-limited and subject to FCA conditions.

To qualify, firms will need to:

• Already be authorised by the FCA.
• Apply for interim permission within the required application window.
• Demonstrate that they have systems, controls, and governance arrangements suitable for operating a POP.
• Progress a full VoP application within the timeframe set by the FCA.

Firms that do not apply for interim permission, or whose applications are rejected, will be required to cease POP-related activities from 19 January 2026. This includes hosting or promoting qualifying public offers that fall within the POP regime. Continuing to operate without permission would constitute unauthorised regulated activity and could lead to supervisory action or enforcement.

The FCA has made clear that firms considering POP status should engage early with its pre-application support service. Early engagement is intended to help firms understand expectations around disclosures, issuer checks, investor protections, governance, and operational resilience before submitting a formal application. For platforms planning to evolve from crowdfunding into POP operations, early preparation will be essential to ensure continuity once the new regime goes live.

How to launch a POP with LenderKit

Launching a Public Offer Platform requires both regulatory readiness and reliable investment technology. 

LenderKit always adhered to the private capital raising companies, however, as the rules are changing, we may just as well adapt our white-label crowdfunding and investment software to the Public Offer Platforms. 

LenderKit is already used by regulated operators, and its infrastructure may be well positioned to support core functions expected under the POP regime. These include issuer onboarding, investor verification, disclosure management, investment flows, and integrations with payment and custody providers.

For existing crowdfunding platforms, LenderKit makes it easier to extend current operations into POP-based public offers without rebuilding systems from scratch. For new operators, it offers a practical way to launch a POP more quickly by combining configurable technology with a structure aligned to FCA requirements. This allows platform operators to focus on compliance, offer quality, and investor communication as the POP regime comes into force in January 2026.

To find out how the product works or discuss details, please get in touch with us.