Regulation A+
Regulation A+ is an SEC exemption - sometimes called a mini-IPO - that lets a company raise up to $75 million in a 12-month period from the public, including non-accredited investors, after the SEC qualifies its offering circular.
Regulation A+ is the expanded version of Regulation A created by the JOBS Act. It is often called a "mini-IPO" because, unlike a private placement, it lets a company raise money from the general public - including non-accredited investors - after a lighter-weight SEC review.
Reg A+ has two tiers:
- Tier 1: up to $20 million in a 12-month period, with state (blue sky) review.
- Tier 2: up to $75 million in a 12-month period, with state preemption but ongoing SEC reporting. Non-accredited investors face per-investor caps based on income or net worth.
The key difference from Regulation D is that Reg A+ is not purely a self-executing exemption: the issuer must file an offering circular on Form 1-A and have the SEC qualify it before selling. That makes it slower and more expensive than a Reg D private placement, but the securities are generally freely tradable rather than restricted, which matters for token liquidity.
A handful of tokenized offerings have used Reg A+ precisely to reach retail investors and to issue tokens that can trade more openly. The downsides are the up-front legal and accounting cost, the qualification timeline, and continuing disclosure duties for Tier 2. Whether Reg A+ or a private exemption fits a given raise is fact-dependent.
Source: U.S. SEC (sec.gov), as of 2026.
Mentioned in
- RWA Regulation in the US: The Complete Map
A complete map of RWA regulation in the US - the SEC exemptions, securities rules, tax treatment, and where to go deep on each, for both investors and issuers.
- Raise Caps Compared (Reg D, A+, CF)
Raise caps compared across SEC exemptions - how much you can raise under Reg D, Reg A+, and Reg CF, the time windows, and how caps shape your offering choice.
- Reg A+ Mini-IPO Token Offerings
Reg A+ mini-IPO token offerings - raise up to $75M from the public, including non-accredited investors, with SEC qualification and ongoing reporting.
- Reg D vs Reg A+ vs Reg S vs Reg CF
Reg D vs Reg A+ vs Reg S vs Reg CF - the four SEC exemptions for token offerings compared on who can invest, how much you can raise, marketing, and resale.
- Regulation for RWA Issuers (SEC Guide 2026)
Regulation for RWA issuers - the SEC rules for tokenized securities in 2026. Why your token is a security, the exemptions you can use, and what each requires.
- Which SEC Exemption Fits Your Raise?
Which SEC exemption fits your raise? A decision guide for issuers - matching Reg D, Reg A+, Reg S, or Reg CF to your investors, raise size, and marketing plan.
Educational content, not financial or legal advice.