Regulation A+ Tier 2, as amended by the JOBS Act and further expanded in 2021, permits security token issuers to raise up to $75 million in a 12-month period from both accredited and non-accredited investors, subject to SEC qualification of an offering circular. The SEC’s Division of Corporation Finance confirmed in its April 10, 2025 staff guidance that “offerings of securities in the crypto asset markets can be, and have been, qualified under Regulation A.” As of Q1 2026, 89 digital asset offerings have been qualified under Reg A+ — a 34% increase from 2024 — with notable issuances including Republic’s $23 million Republic Note (Republic subsequently acquired INX for $60 million in April 2025), Exodus Movement’s $75 million offering of tokenized shares (the first U.S.-registered company to tokenize common stock, now listed on NYSE American), and Arca’s U.S. Treasury Fund digital shares. INX Limited’s approximately $84 million Reg A+ IPO in 2021 was the first SEC-registered IPO of a digital security.
Framework Overview
Two Tiers
Regulation A+ provides two offering tiers:
Tier 1: Up to $20 million in a 12-month period. No ongoing reporting requirements, but offerings must comply with state blue sky laws (no federal preemption). Rarely used for token offerings due to the state compliance burden.
Tier 2: Up to $75 million in a 12-month period. Federal preemption of state blue sky laws, but requires ongoing semi-annual and annual reporting. The dominant tier for security token offerings.
SEC Qualification Process
Unlike Reg D (notice filing only), Reg A+ requires the SEC to “qualify” the offering statement before securities can be sold. The process involves:
Filing Form 1-A with the SEC, including an offering circular with business description, risk factors, financial statements, use of proceeds, and token-specific disclosures.
SEC review. The Division of Corporation Finance reviews the filing and issues comment letters requesting clarification, additional disclosure, or modification of offering terms.
Response and amendment. The issuer responds to comments and files amended offering statements until the SEC is satisfied.
Qualification. The SEC declares the offering statement “qualified,” permitting sales to begin.
The qualification process typically takes 3-9 months for token offerings, though complex filings or novel structures can take longer. The SEC staff’s familiarity with digital asset disclosures has improved since the first token Reg A+ filings, reducing review times for straightforward structures.
Financial Statement Requirements
Tier 2 requires audited financial statements prepared in accordance with U.S. GAAP for the two most recent fiscal years. The audit must be conducted by a PCAOB-registered firm — a requirement that can be challenging for early-stage token projects with limited operating history.
Ongoing Reporting
Reg A+ Tier 2 issuers must file:
- Annual reports on Form 1-K within 120 days of fiscal year-end.
- Semi-annual reports on Form 1-SA within 90 days of the first six months.
- Current reports on Form 1-U for material events (similar to Form 8-K for registered companies).
- Exit report on Form 1-Z upon termination of reporting obligations.
These ongoing obligations create permanent compliance costs of approximately $50,000-$150,000 annually, which token issuers must budget for the life of the offering.
Retail Investor Access
The primary advantage of Reg A+ over Reg D is retail investor access. Non-accredited investors may participate in Tier 2 offerings, subject to an investment limit of 10% of the greater of annual income or net worth. Accredited investors face no investment limits.
This retail access is particularly valuable for token projects seeking broad community ownership and network participation. A security token distributed to thousands of retail investors creates a larger, more diverse holder base than a Reg D offering restricted to accredited investors — potentially supporting greater network decentralization and secondary market liquidity.
Investment Limits
| Investor Type | Investment Limit |
|---|---|
| Accredited Investor | None |
| Non-Accredited (income or net worth < $124K) | 10% of lesser |
| Non-Accredited (income or net worth >= $124K) | 10% of lesser, max $124K |
Secondary Market Trading
Reg A+ securities are not “restricted securities” under Rule 144 — they are freely tradable immediately upon issuance. This is a significant advantage over Reg D tokens, which face a Rule 144 holding period of 6-12 months before secondary market trading.
The immediate tradability of Reg A+ tokens makes them particularly suitable for listing on ATS platforms at the time of issuance, providing day-one liquidity that attracts both retail and institutional investors. tZERO and Securitize Markets have listed multiple Reg A+ tokens for secondary trading.
Cost Analysis
Reg A+ offerings are significantly more expensive than Reg D due to the SEC qualification process and ongoing reporting obligations:
| Component | Estimated Cost |
|---|---|
| Legal structuring and qualification | $200,000 - $500,000 |
| Audited financial statements | $50,000 - $150,000 |
| Smart contract development and audit | $50,000 - $150,000 |
| Platform integration | $25,000 - $75,000 |
| Marketing and investor relations | $100,000 - $1,000,000+ |
| Ongoing annual reporting | $50,000 - $150,000/year |
Total first-year costs typically range from $500,000 to $2 million+. For a detailed cost comparison, see our Reg D vs. Reg A+ analysis.
Notable Token Reg A+ Offerings
Republic Note ($23 million): Republic qualified a Reg A+ offering for a profit-sharing token entitling holders to a percentage of Republic’s revenue from successful investments. The offering demonstrated that complex token economics could survive SEC review.
Exodus Movement ($75 million): The crypto wallet company qualified a Reg A+ offering of tokenized common stock, listed for trading on tZERO. This offering represented the first traditional equity security tokenized and offered under Reg A+.
Arca U.S. Treasury Fund: The first SEC-registered fund issuing digital shares, providing exposure to U.S. Treasury bonds through tokenized fund interests.
Strategic Considerations
For token issuers choosing between Reg D and Reg A+, the decision turns on several factors:
- Investor base: If retail access is essential for network effects or community building, Reg A+ is necessary. If the capital can be raised from accredited investors alone, Reg D is faster and cheaper.
- Capital amount: For raises under $10 million, Reg D’s lower cost structure is usually preferable. For larger raises seeking broad distribution, Reg A+’s retail access justifies the additional expense.
- Timeline: Reg D offerings can launch in weeks; Reg A+ requires 3-9 months for SEC qualification.
- Secondary trading: Reg A+ tokens are immediately tradable; Reg D tokens face holding period restrictions.
Token-Specific Disclosure Requirements
The SEC’s review of Reg A+ token offering circulars focuses on areas unique to digital asset securities. SEC comment letters for token-related Form 1-A filings commonly request additional disclosure on:
Smart contract architecture. The offering circular must describe how the token’s smart contract enforces compliance — whitelist management, transfer restrictions, Rule 144 enforcement (though Reg A+ tokens are freely tradable, the circular must explain the compliance infrastructure). The SEC typically asks for disclosure of the smart contract audit results and the auditing firm’s qualifications.
Transfer agent integration. How the transfer agent reconciles on-chain token balances with the official ownership registry. For platforms like Securitize, this is integrated through the DS Protocol; for other issuers, the circular must describe the reconciliation procedures.
Custody arrangements. Where and how investor tokens are held, including private key management architecture, insurance coverage, and the qualified custodian’s identity.
Blockchain risk factors. Technology-specific risks including smart contract vulnerability, blockchain network disruption, fork risk, and the potential for 51% attacks or chain reorganization on the underlying blockchain.
Secondary Market Infrastructure
Reg A+ tokens’ immediate tradability creates a day-one secondary market opportunity, but realizing that opportunity requires infrastructure coordination:
ATS platform listing. Issuers should coordinate ATS listing before offering qualification so that secondary trading can commence immediately after token issuance. tZERO and Securitize Markets both have listing application processes that run parallel to the SEC qualification process.
Market-making arrangements. Reg A+ tokens with designated market makers show 3-5x higher trading volumes than those without. Issuers should budget 2-5% of offering proceeds for liquidity reserves that fund market-making activity during the first 12-24 months of secondary trading.
Interoperability standards. Tokens issued using open standards (ERC-1400, ERC-3643) can potentially be transferred between ATS platforms, while proprietary standards may limit secondary market access to a single venue.
Reg A+ and the Broader Regulatory Landscape
Reg A+ intersects with several other regulatory frameworks that token issuers must consider:
FINRA rules. Broker-dealers involved in Reg A+ token distribution must comply with FINRA communications rules (Rule 2210), suitability obligations, and trade reporting requirements.
State blue sky laws. Tier 2 offerings are preempted from state registration, but Tier 1 offerings are not. The choice between Tier 1 and Tier 2 is largely driven by this preemption distinction.
Integration doctrine. Issuers who previously raised capital under Reg D must analyze whether the prior offering and the Reg A+ offering will be integrated. Rule 152 safe harbors apply — a 30-day gap between the Reg D close and the Reg A+ filing generally prevents integration.
Bad actor disqualification. Reg A+ offerings are subject to bad actor disqualification rules similar to those under Rule 506(d). Covered persons must be screened before filing Form 1-A.
Reg A+ Token Offering Data
Since the JOBS Act expanded Regulation A in 2015, the exemption has been increasingly used for tokenized securities:
Filing volume. Form 1-A filings referencing digital assets or security tokens increased from 3 in 2019 to 28 in 2024 and 34 in 2025, reflecting growing issuer interest in Reg A+ for tokenized offerings.
Qualification rates. Approximately 65% of digital asset Form 1-A filings eventually achieve SEC qualification, compared to approximately 75% for traditional Reg A+ filings. The lower rate reflects the additional complexity of blockchain-specific disclosures and the staff’s learning curve with digital asset offering circulars.
Average offering size. The median Reg A+ token offering seeks $35 million — well within the $75 million Tier 2 cap but significantly larger than the median Reg A+ traditional offering ($12 million), reflecting the capital intensity of blockchain infrastructure projects.
Sector distribution. Real estate tokenization accounts for approximately 40% of Reg A+ token filings, followed by tokenized funds (25%), platform equity (20%), and other categories (15%).
Reg A+ and the Crypto Task Force
The SEC Crypto Task Force has identified Reg A+ modernization as a potential priority. Possible reforms include:
- Increasing the Tier 2 offering cap above $75 million to accommodate larger tokenization projects
- Streamlining the offering circular review process for standardized token structures
- Establishing template disclosures for common token types (equity tokens, real estate tokens, fund tokens)
- Reducing ongoing reporting costs for Reg A+ token issuers that use blockchain-based transparency (on-chain treasury reporting, smart contract-audited financial data)
These potential reforms, if implemented, could significantly reduce the cost and timeline advantages that Reg D 506(c) currently holds over Reg A+. A streamlined qualification process with template disclosures could reduce the 3-9 month review timeline to 1-3 months for standardized token structures, narrowing the gap with Reg D’s 2-8 week launch timeline. The SEC Crypto Task Force roundtable discussions have included input from Securitize, Republic, and other platforms that have direct experience with the Reg A+ qualification process for digital asset offerings.
The Task Force has also considered whether Reg A+ token issuers that maintain on-chain transparency — including real-time treasury balances, smart contract-audited revenue reporting, and blockchain-verifiable transfer agent records — should receive reduced reporting burdens under the theory that on-chain transparency provides continuous disclosure superior to periodic SEC filings.
For detailed framework comparison, see our analysis of Reg D vs. Reg A+ token offerings. For the Howey test framework underlying Reg A+ classification, see our guide. For international complementary offerings, review our Reg S guide. For enforcement context relevant to Reg A+ compliance, see our tracker. For clearing and settlement infrastructure supporting Reg A+ token trading, see our analysis. For transfer agent requirements for Reg A+ tokens, see our guide. For the SEC’s official Reg A+ overview, see SEC Regulation A+ Framework.