Regulation A+ (Reg A)

Regulation A+ (Reg A) is an SEC exemption that lets U.S. or Canadian companies offer securities to the public, including non-accredited investors, using an offering statement, Form 1-A, that the SEC must qualify before any sale. It has two tiers, Tier 1 and Tier 2, and is set out in 17 CFR 230.251 and following.

• Tier 1: up to $20 million in 12 months, of which no more than $6 million may be sold by selling securityholders that are affiliates (230.251(a)(1)).
• Tier 2: up to $75 million in 12 months, of which no more than $22.5 million may be sold by selling securityholders that are affiliates (230.251(a)(2)); this has been the limit since March 15, 2021.
• In the issuer's first Regulation A offering and in any offering qualified within one year after that first qualification, sales by selling securityholders cannot exceed 30% of the offering (230.251(a)(3)).

Limit for non-accredited investors in Tier 2. A non-accredited investor cannot invest more than 10% of the greater of annual income or net worth; for an entity, of revenue or net assets (230.251(d)(2)(i)(C)). The limit does not apply if the securities are listed on a national securities exchange upon qualification, and the issuer may rely on the purchaser's representation. Accredited investors are not subject to this limit.

Who can use it. Only issuers organized in the U.S. or Canada with their principal place of business there; registered investment companies, companies required to register as such, and BDCs are excluded (230.251(b)). A Spanish company cannot use it directly.

Testing the waters. Issuers can gauge interest even before filing Form 1-A, with the required legends, but cannot accept money or commitments until qualification (230.255).

States. Tier 2 securities are covered securities because they are offered to "qualified purchasers," and the SEC defines that term as any purchaser in a Tier 2 offering (15 U.S.C. 77r(b)(4)(D) and 230.256): states cannot require registration, although they can require notice filings and fees. Tier 1 has no such federal preemption and is subject to each state's rules. Resales are not covered (staff CFI 182.10, formerly a C&DI).

Tier 2 reporting. An annual report on Form 1-K (120 days after fiscal year-end), a semiannual report on Form 1-SA (90 days) and current reports on Form 1-U (4 business days) (230.257(b) and the instructions to Forms 1-K, 1-SA and 1-U). Tier 1 issuers file Form 1-Z within 30 days after the offering ends (230.257(a)).

In tokenization. Reg A securities are not on Rule 144's list of restricted securities (230.144(a)(3)). For Tier 2 holders to be excluded from the Section 12(g) registration threshold, the issuer must, among other conditions (being current in its reports and having a public float below $75 million or, if zero, revenue below $50 million), engage a registered transfer agent (17 CFR 240.12g5-1(a)(7)(iii)). EDGAR shows Tier 2 real estate offerings in which the token is only a "digital courtesy copy" of the transfer agent's records (Tirios Propco Series LLC, offering circular dated December 11, 2025). More in real estate tokenization in the U.S. and asset tokenization in the U.S.; alternatives: Regulation D and Regulation Crowdfunding.

Official sources: 17 CFR 230.251; 17 CFR 230.255; 17 CFR 230.256; 17 CFR 230.257; 15 U.S.C. 77r; Tirios offering circular on EDGAR.

Framework verified as of October 13, 2026. At Unknown Gravity we build the platform, smart contracts and integrations, working alongside the client's U.S. securities counsel and registered intermediaries. We are not a broker-dealer, transfer agent or law firm. Talk to us.