Regulation A+

Regulation A+ Overview

Regulation A+ (Tier 2 of Regulation A under the U.S. Securities Act) lets eligible U.S. and Canadian companies raise up to $75 million from both accredited and non-accredited investors over a 12-month period, through an offering circular qualified by the SEC. Equilibria supports Regulation A+ offerings as part of its capital orchestration workflow.

Tier 1 and Tier 2

Regulation A has two tiers. Tier 1 permits raises up to $20 million and remains subject to state blue sky review. Tier 2 permits raises up to $75 million, preempts state registration, and requires audited financial statements and ongoing reporting. Equilibria primarily supports Tier 2 offerings.

Investor Participation

Tier 2 allows participation by non-accredited investors. Investors who are not accredited are limited to investing no more than 10% of the greater of their annual income or net worth per offering. Equilibria applies these limits through its compliance workflow.

Qualification and Offering Circular

Issuers must file an offering statement on Form 1-A, including an offering circular, and obtain SEC qualification before any sales. Equilibria coordinates the readiness and documentation workflow around qualified securities counsel.

Ongoing Reporting

Tier 2 issuers file annual reports on Form 1-K, semiannual reports on Form 1-SA, and current reports on Form 1-U. Securities sold under Tier 2 are generally freely tradable at issuance, subject to applicable transfer and resale conditions.

Counsel Review Required

All Regulation A+ offering materials, subscription documents, and investor communications are subject to review by qualified securities counsel before publication. The content on this page is for informational purposes only and does not constitute legal advice.