Annual report (Form 1-K)
Filed within 120 days of fiscal year end. Includes audited financial statements, MD&A, and updated disclosure.
Regulation guide
Regulation A+ Tier 2 Compliance Guide
Investment limit calculations, ongoing reporting requirements, and compliance infrastructure for Reg A+ Tier 2 mini-IPO offerings.
Key takeaways
- Reg A+ Tier 2 allows offerings up to $75 million annually.
- Non-accredited investors limited to 10% of greater of annual income or net worth.
- Accredited investors have no investment limits.
- SEC qualification required before sales can begin.
Show me the regulation
The exact citation, snapshot fields, retention period, and OMINEX events that satisfy each rule covered in this guide.
Each panel below is the full structured detail for a regulation referenced in this guide — drawn from the OMINEX regulation registry. Expand any one to see the citation, what it requires in plain language, what fields the examiner reads from the snapshot, the retention period, and the specific OMINEX event types that produce the evidence.
What is Regulation A+ Tier 2?
Regulation A+ Tier 2 is an SEC exemption that allows companies to raise up to $75 million in a 12-month period through a 'mini-IPO' process. Unlike traditional IPOs, Reg A+ offers a streamlined path to public capital markets with reduced disclosure requirements.
A key advantage of Tier 2 is the ability to sell to both accredited and non-accredited investors. However, this comes with investment limitations for non-accredited investors and ongoing reporting obligations.
The SEC must 'qualify' the offering before sales can begin, which involves filing Form 1-A and responding to SEC comments. Once qualified, securities can be freely traded, though issuers must comply with ongoing reporting requirements.
Investment-limit calculations
Non-accredited investors in Tier 2 offerings are limited to investing no more than 10% of the greater of their annual income or net worth. This calculation must be performed and verified for each non-accredited investor.
Unlike 506(c), Reg A+ allows issuers to rely on investor self-certification of income and net worth for investment-limit calculations. Issuers must still calculate and enforce the limits based on the self-reported information. OMINEX automates this calculation and provides audit-ready attestations.
Ongoing reporting obligations
Semi-annual report (Form 1-SA)
Filed within 90 days of first six months. Includes unaudited financial statements and interim disclosure.
Current reports (Form 1-U)
Filed within 4 business days of specified material events (fundamental changes, bankruptcy, change of accountant, etc.).
Exit report (Form 1-Z)
Filed to suspend or terminate reporting obligations when eligible.
Worked investment-limit examples
| Investor profile | Calculation and limit |
|---|---|
| Non-accredited: $80k income / $50k net worth | Greater of 10% × $80,000 or 10% × $50,000 = $8,000 maximum investment. |
| Non-accredited: $120k income / $200k net worth | Greater of 10% × $120,000 or 10% × $200,000 = $20,000 maximum investment. |
| Accredited investor | No calculation required — unlimited investment. |
Frequently asked questions
From rule to operating fit
This rule is one part of the broader digital asset compliance picture your team still has to prove in front of buyers, auditors, and regulators.
The mandate map shows where verification and recordkeeping requirements already apply across digital assets, tokenized capital markets, and related infrastructure. The business case explains how OMINEX helps teams reduce manual proof gathering, answer diligence faster, and move deals forward with less operational drag.
Originally published October 2024 · Last reviewed December 2024