US: Regulation A+ (Tier 1 and Tier 2)

Regulation A+ is often referred to as a “mini-IPO.” It allows issuers to raise funds from both retail investors (ordinary people) and accredited investors while providing greater access to capital. However, it involves more regulatory work compared to Regulation D or Regulation S.

---

Who Can Invest?

• Both retail and accredited investors can participate.

---

How Much Money Can Be Raised?

• Tier 1: Up to $20 million in a 12-month period.

• Tier 2: Up to $75 million in a 12-month period.

---

Are There Any Restrictions?

• For Tier 2, you must provide audited financial statements and submit periodic reports to the SEC (e.g., annual and semiannual filings).

• For Tier 1, you may need to register with state securities regulators (this is called “blue sky laws”).

---

What Compliance Steps Are Needed?

• Both tiers require SEC qualification before you can offer tokens to investors.

• You must prepare an offering circular, a detailed document explaining the tokenized asset, the risks, and the terms of the offering.

---

Why Choose Regulation A+?

Regulation A+ is perfect for issuers who want to raise large amounts of capital while including both ordinary and high-net-worth investors. It is particularly useful for projects seeking widespread public participation, but it requires more compliance work and time.

---