Definition
Regulation A+ is an SEC exemption that allows public companies and private issuers to offer and sell securities to the general public — including non-accredited retail investors — without completing a full SEC registration process. Originally established under the Securities Act of 1933 as “Regulation A,” the framework was substantially modernized and expanded by Title IV of the Jumpstart Our Business Startups (JOBS) Act of 2012, with implementing rules finalized in 2015. A further expansion in 2021 raised the maximum offering amount under Tier 2 to $75 million annually. Unlike Regulation D, which restricts participation to accredited investors, Regulation A+ allows any investor — regardless of income or net worth — to participate, subject to investment limits for non-accredited purchasers under Tier 2.
The regulation is divided into two tiers with meaningfully different requirements. Tier 1 permits raises of up to $20 million in a 12-month period but does not preempt state securities registration requirements, meaning the issuer must comply with applicable “blue sky” laws in every state where securities are offered — a costly and time-consuming process that has made Tier 1 largely impractical for national digital offerings. Tier 2 permits raises of up to $75 million annually and does preempt state registration requirements for securities sold to non-accredited investors, but imposes ongoing reporting obligations including annual reports (Form 1-K), semi-annual reports (Form 1-SA), and current event reports (Form 1-U).
Key Facts
- SEC qualification (not registration) under Reg A+ requires submission of an offering circular on Form 1-A, which the SEC staff reviews and may comment on — this process typically takes two to six months.
- Tier 2 investment limits for non-accredited investors: the greater of 10% of annual income or 10% of net worth, with income and net worth calculated separately for individuals.
- Tier 2 securities sold to non-accredited investors are freely tradeable (not “restricted securities”), making them eligible for resale on public secondary markets immediately after the offering.
- Real estate tokenization platforms using Reg A+ include Arrived Homes (Tier 2, single-family rental properties), Landa (Tier 2, rental real estate fractionalization), and Fundrise (early adopter of the structure).
- The SEC qualified its first Reg A+ digital token offering in 2019 (Blockstack, now Stacks, raising $23 million), establishing the framework’s applicability to blockchain-based securities.
- Ongoing annual reporting requirement makes Reg A+ economically burdensome for issuers with fewer than $20M to raise — many use Reg D instead despite the retail investor exclusion.
- Most Reg A+ offerings do not provide any secondary market liquidity, and there are no ATS operators specifically focused on Reg A+ token secondary trading at scale.
Relevance to Tokenization
Regulation A+ is the primary legal pathway for tokenized offerings that aspire to reach ordinary retail investors — the segment of the population excluded from Regulation D’s accredited-only framework. For tokenized real estate, consumer brands, and other assets with broad popular appeal, Reg A+ offers the theoretical possibility of selling fractional interests to the millions of Americans who cannot meet the $200,000 income or $1 million net worth thresholds for accredited investor status. This aligns with tokenization’s democratization thesis: that blockchain technology can make previously inaccessible asset classes available to average investors.
In practice, Reg A+ poses significant structural challenges that have slowed its adoption relative to Reg D in the tokenization space. The two-to-six-month SEC review period delays time-to-market and creates cost uncertainty that deters issuers competing in fast-moving capital markets. The $75 million annual cap limits the usefulness of Reg A+ for institutional-scale tokenized fund offerings, where a single raise might target $500 million or more. And the ongoing semi-annual and annual reporting requirements — comparable in cost to those of a small public company — impose a compliance burden that many early-stage tokenized asset platforms are not equipped to sustain.
Despite these challenges, the real estate sector has demonstrated the most successful Reg A+ tokenization model. Platforms like Arrived Homes have qualified multiple Reg A+ offerings, allowing retail investors to purchase shares in individual single-family rental properties for as little as $100, receiving quarterly dividend distributions from rental income. These platforms accept that the regulatory cost of Reg A+ is justified by access to the vastly larger retail investor pool, and that the scale achievable with mass-market digital distribution can offset the compliance overhead that would be prohibitive for traditional Reg A+ offerings.
Related entries: Regulation D, Regulation CF, Fractional Ownership