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What are Tier 1 and Tier 2 Regulation A Plus offerings?

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What is the difference between Tier 1 versus Tier 2 offerings?

Regulation A+ allows for two kinds of offerings, Tier 1 and Tier 2. There is a popular misconception that Tier 2 starts at $20 mill, this is not the case. Tier 2 can be for any raise between zero and $50 mill per year

Tier 2 allows companies to raise from zero to $50 million* per year, and companies using Tier 2 do not need to satisfy state registration requirements to raise capital. The downsides of Tier 2 are the upfront audit (US-GAAP level audit that goes back two year - for newer companies the audit is for the period of the companies' existence) and the post-offering reporting requirements (each 6 months report the financial results of the business and once per year provide a US-GAAP audit plus material changes as they occur).

Most companies chose Tier 2. Tier 1 is generally used by Banks because the state by state process of getting Blue Sky acceptance is slow and expensive (and banks have relevant exemptions).

*For some types of businesses that can segment their market, for example by geographic region, or by product type, it is possible to make multiple simultaneous offerings for one parent entity. For example, a company might establish say six regions of the US and raise capital for each region simultaneously using a dedicated Reg A+ and a simple entity over it for each region. In this example, the maximum per year would be 6x50 = $300 million per year. We will introduce you to a practiced and affordable securities attorney to make this work.

Tier 1 allows companies to raise up to $20 million per year from individual “Main Street” investors, and of course from accredited investors and institutions worldwide, as does Tier 2. It is more difficult to make a Tier 1 offering because the company must satisfy the Blue Sky investing regulations of each state that investors reside in. We hope that the states will work out an arrangement by which they work together to make the Tier 1 offering more practical.

The other big Tier 1 issue is that some States are very slow to accept filings and some are very demanding and have a high hurdle (like California in particular) with merit review in which the State decides if a company offering is a good risk. This site lists the State by State filing requirements so you can check your States out.

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