Regulation A+ is a "mini-IPO" that lets you raise from the general public - including non-accredited investors - up to $75 million a year under Tier 2. Unlike Reg D, it requires you to qualify the offering with the SEC upfront and report on an ongoing basis, which costs more time and money. In return, you reach everyone, and the tokens are generally freely tradable rather than restricted. For a tokenized raise that wants a broad retail base, Reg A+ is the main path.

What Reg A+ offers

The headline is public access. Reg A+ opens your offering to ordinary, non-accredited investors - not just the wealthy - which Reg D 506 cannot do at scale. Tier 2 permits raising up to $75 million in a 12-month period; Tier 1 allows up to $20 million but is used less for tokens.

It is the exemption for issuers who want a large, public, retail investor base.

The cost: qualification and reporting

The trade-off is a heavier process. You must file an offering statement (Form 1-A) and have the SEC qualify it before you sell - closer to a scaled-down IPO than a private placement. After the raise, Tier 2 requires ongoing reporting: annual and semiannual reports, plus event updates.

This makes Reg A+ slower and more expensive upfront than Reg D. Expect the SEC to review and comment on your Form 1-A before it qualifies - commonly a three-to-six-month process - and Tier 2 requires audited GAAP financials, which Reg D does not. The ongoing reports have names worth knowing: an annual Form 1-K, a semiannual 1-SA, and current 1-U event filings. One genuine offsetting advantage: Tier 2 preempts state blue-sky review, so you avoid the state-by-state notice matrix a Reg D raise still faces. Budget months and real legal and accounting cost before launch.

Investor limits and tradability

To protect retail buyers, Tier 2 caps how much non-accredited investors can put in - generally no more than 10% of their annual income or net worth per offering. Accredited investors face no such cap.

A major upside: Reg A+ securities are generally not restricted, so unlike Reg D tokens they can be freely resold once issued. For a tokenized asset, that means better potential secondary liquidity - a real selling point, though a genuine secondary market still has to exist. Be honest about that last clause: "freely tradable" is a legal status, not a guarantee of buyers, and in practice very few security-token Reg A+ deals have produced deep, liquid secondary trading. The right to sell is not the same as someone to sell to.

Reg A+ also lets you "test the waters" - solicit indications of interest publicly before the SEC qualifies the offering - which Reg D's private process does not. But it is not open to every issuer: companies already reporting under the Exchange Act, blank-check companies, and certain disqualified "bad actors" cannot use it, so confirm eligibility before you build a plan around it.

When Reg A+ fits

Choose Reg A+ when reaching the general public matters - a consumer-facing asset, a community raise, or a deal where broad, smaller participation is the goal - and your raise is large enough to justify the qualification cost. It is overkill for a quiet accredited raise, where Reg D is cheaper and faster.

Because it reaches ordinary investors, understanding how they evaluate deals helps you design the offering - see how retail investors buy RWAs.

Where to go next

• Next: accredited-investor verification under 506(c).
• Your retail buyers: how retail investors buy RWAs.
• Glossary: Regulation A+.

Sources: U.S. SEC (sec.gov), as of 2026.