Regulation A+ is a securities exemption allowing companies to raise up to $75 million per year from the general public — including non-accredited investors — through a scaled-down, SEC-qualified offering process. Expanded by the JOBS Act, it occupies the space between private placements and full registration: a “mini-IPO” framework with lighter disclosure.
How Reg A+ works and where it's used
The framework’s two tiers differ meaningfully: Tier 1 (up to $20 million) requires state-by-state blue sky registration and is little used; Tier 2 (up to $75 million) preempts state registration in exchange for audited financials, SEC qualification of an offering circular (Form 1-A), and ongoing semiannual reporting. Non-accredited investors may participate, subject to investment limits (10% of income or net worth for non-accredited buyers of securities not listed on an exchange). In the alternatives market, Reg A+ became a favored wrapper for real estate offerings and small non-traded REITs marketed directly to retail investors online — lower minimums, broad eligibility, continuous raises — alongside startup and community offerings. The diligence posture the category has earned: qualification is not merit review, the tier’s issuers skew small and unseasoned, secondary liquidity is typically minimal despite the “public” label, and the space’s enforcement history (inflated valuations, distribution shortfalls at prominent Reg A real estate platforms) argues for underwriting these offerings with private-placement skepticism rather than public-offering comfort.
Related terms
Regulation D · Blue Sky Laws · Non-Traded REIT · Continuous Offering · Accredited Investor
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