Raise Caps Compared (Reg D, A+, CF)
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.
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.
How much you can raise depends on the exemption, and the caps vary enormously. Regulation D has no cap at all. Reg A+ is capped at $75 million a year (Tier 2) or $20 million (Tier 1). Reg CF is capped at $5 million a year. Reg S, being offshore, has no US cap. Because these limits apply over a rolling 12-month period, the size of your raise can rule exemptions in or out before any other consideration.
The caps at a glance
| Exemption | Raise cap (12 months) | |
|---|---|---|
| Reg D | No cap | |
| Reg S (offshore) | No US cap | |
| Reg A+ Tier 2 | Up to $75M | |
| Reg A+ Tier 1 | Up to $20M | |
| Reg CF | Up to $5M |
The range is wide. Regulation D and Reg S let you raise without a US limit, which is why large institutional and offshore raises use them. Reg A+ Tier 2 allows up to $75 million, Tier 1 up to $20 million. Reg CF allows up to $5 million. All of these are measured over a 12-month window.
Why the window matters
The caps are not per-deal; they apply across a rolling 12 months. So if you raise $4 million under Reg CF, you cannot raise another $4 million under Reg CF a month later - you have roughly $1 million of headroom until the window rolls forward.
This matters for sponsors planning multiple raises. If you expect to raise repeatedly, an uncapped exemption like Reg D may serve better than bumping against a yearly ceiling.
How caps shape the choice
The cap can decide the exemption on its own. Need to raise $30 million from the public? Reg CF is out ($5M), so Reg A+ Tier 2 is the public route. Need $200 million? Even Reg A+ is too small, pushing you to Reg D (accredited) or Reg S (offshore), possibly combined.
So run your target raise against the caps early - it often eliminates options before you weigh marketing or resale rules.
Caps vs cost
A bigger cap is not automatically better. Reg A+'s higher ceiling comes with SEC qualification and ongoing reporting that Reg CF and Reg D do not fully share. So the right question is not "what lets me raise the most," but "what lets me raise what I actually need, at acceptable cost and reach."
If your real target is $3 million from the public, Reg CF's lower cap and lighter process may beat Reg A+'s headroom you will not use. The detail on the public mini-IPO route is in Reg A+ token offerings.
Where to go next
- Next: can you use general solicitation with tokens?
- The mini-IPO route: Reg A+ token offerings.
- Glossary: Regulation CF.
Sources: U.S. SEC (sec.gov), as of 2026.
Frequently asked questions
How much can I raise under each SEC exemption?
As of 2026: Regulation D and Reg S have no US cap; Reg A+ allows up to $75M a year (Tier 2) or $20M (Tier 1); Reg CF allows up to $5M a year. The capped amounts apply over a rolling 12-month window, not per deal.
Do SEC raise caps reset?
They apply over a rolling 12-month period rather than per offering, so headroom replenishes as older raises age out of the window. If you plan repeated raises, an uncapped exemption like Reg D can be simpler than managing a yearly ceiling.
Is a higher raise cap always better?
No. A bigger cap like Reg A+'s $75M comes with SEC qualification and ongoing reporting that lighter exemptions avoid. Choose based on what you actually need to raise, at acceptable cost and reach - not the largest ceiling available.
Educational content, not financial or legal advice. Tokenized assets carry risk; do your own research and consult a professional before investing.
Written by
Alex BerezhnykCo-founder, CTO · Co-founder & CTO, Unicorn Invest
Seasoned blockchain and web2 developer with entrepreneurship and investing experience, building Unicorn Invest's on-chain tokenization infrastructure.
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