# 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? <a href="#who-can-invest" id="who-can-invest"></a>

* Both retail and accredited investors can participate.

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### How Much Money Can Be Raised? <a href="#how-much-money-can-be-raised" id="how-much-money-can-be-raised"></a>

* **Tier 1:** Up to $20 million in a 12-month period.
* **Tier 2:** Up to $75 million in a 12-month period.

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### Are There Any Restrictions? <a href="#are-there-any-restrictions" id="are-there-any-restrictions"></a>

* **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”).

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### What Compliance Steps Are Needed? <a href="#what-compliance-steps-are-needed" id="what-compliance-steps-are-needed"></a>

* 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.

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### Why Choose Regulation A+? <a href="#why-choose-regulation-a" id="why-choose-regulation-a"></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.

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