Regulation A Tier 2: Limits, Reports and How It Differs From Tier 1

Regulation A Tier 2 is the version of the SEC's "mini-IPO" exemption that lets a company raise up to $75 million from the public in a 12 month period, with audited financial statements and ongoing reports, but without registering the offering on Form S-1 and without state-by-state securities review. It sits between Regulation Crowdfunding and a full public offering.

Tier 1 vs Tier 2, in one table

Regulation A has had two tiers since the SEC's 2015 rules implementing Title IV of the JOBS Act. Both use the same Form 1-A offering statement, but they diverge on size, review and what happens afterward:

How a Tier 2 offering gets to market

A company raising money under Tier 2 files a Form 1-A offering statement, which has three parts: Part I is a structured XML notification with issuer and offering data, Part II is the offering circular that investors actually read (business description, risk factors, use of proceeds, management and the audited financial statements), and Part III holds exhibits such as the charter, subscription agreement and auditor consent.

The SEC reviews the Form 1-A and issues comments, which the issuer answers with an amendment, Form 1-A/A. Unlike a registered offering, the SEC does not declare a Reg A statement "effective"; it qualifies it. Once qualified, sales can begin, and any post-qualification change (updated financials, a new use of proceeds) goes on a Form 1-A POS. If the company abandons the offering before it is qualified, it files Form 1-A-W to withdraw.

Investment companies, blank check companies, and companies already delinquent on Exchange Act reporting cannot use Regulation A at all, which is one reason Tier 2 skews toward real estate funds, consumer brands and other operating companies raising from their own customers and fans rather than institutional investors.

What a Tier 2 issuer reports after the raise

Qualifying for Tier 2 is not the end of the paperwork. A Tier 2 issuer with an active offering takes on an ongoing reporting obligation that runs on its own schedule, separate from the Exchange Act reports a listed company files:

• Form 1-K, the annual report, due within 120 calendar days after fiscal year end. It updates the offering summary and includes audited financial statements, making it often the only audited financial information a Reg A investor sees each year.
• Form 1-SA, the semiannual report for the first six months of the fiscal year, due within 90 calendar days after that period ends. Its financial statements are not required to be audited.
• Form 1-U, a current report for specific events (such as a fundamental change in business, a change of control, or bankruptcy), filed within four business days of the event, the Reg A counterpart of an 8-K.

Tier 1 issuers skip all of this. Once a Tier 1 offering terminates or completes, the issuer files a Form 1-Z reporting the final results, such as securities sold, price and fees paid to underwriters and promoters, and that is the end of its SEC reporting under Regulation A.

How a Tier 2 issuer can stop reporting

A Tier 2 issuer does not report forever. It can suspend its ongoing obligation by filing its own Form 1-Z once it meets the conditions to do so, commonly having fewer than 300 holders of record (or fewer than 1,200 for banks and bank holding companies) at the start of its fiscal year, with the Tier 2 offering already completed. The 1-Z is also where the issuer reports what the offering actually raised: securities sold, price per security, and fees paid to underwriters, finders, auditors and lawyers, figures that do not appear anywhere in the original Form 1-A, which only states a maximum offering amount.

Finding Tier 2 filings as data instead of one-off PDFs

EDGAR's full text search lets you look up one issuer's Reg A filings at a time, but comparing what a Tier 2 company offered against what it later reported means stitching together a 1-A, one or more 1-Ks, and possibly a 1-Z for the same CIK. SecFeed's Regulation A API parses the structured XML cover data from every filing in the family, available through the same filing search endpoint used for any other form:

curl -G "https://secfeedapi.com/v1/filings" \
  --data-urlencode 'query=cik:1234567 AND formType:(1-A, 1-K, 1-SA, 1-Z)' \
  --data-urlencode "sort=asc" \
  -H "Authorization: Bearer YOUR_API_KEY"

from secfeed import Client

sf = Client("YOUR_API_KEY")
history = sf.filings(query="cik:1234567 AND formType:(1-A, 1-K, 1-SA, 1-Z)", sort="asc")
for f in history["filings"]:
    print(f["filedAt"], f["formType"], f["accessionNo"])

Reading the results in filing date order gives the offering's full life cycle for that issuer: the original 1-A (and any 1-A/A amendments the SEC's comments produced), the 1-Ks and 1-SAs it filed while reporting, and, if it exists, a 1-Z showing whether it suspended reporting or is still active. The same query pattern works for Form D private placements, another small-offering exemption whose filings share the same accession-based history on EDGAR.

Frequently asked questions

What is the maximum a company can raise under Regulation A Tier 2?

Up to $75 million in any 12 month period, plus up to $22.5 million on behalf of selling securityholders within that same 12 month period.

Does a Tier 2 Regulation A offering need state approval?

No. Tier 2 offerings preempt state securities ("blue sky") review; only the SEC qualifies them. Tier 1 offerings still need state-by-state review unless sold only to accredited investors or on an exchange-listed basis.

Is a Regulation A offering the same as an IPO?

No. It is a public offering exempt from full registration under the Securities Act. The securities can trade afterward, but the issuer does not automatically become an Exchange Act reporting company the way a traditional IPO company does; Reg A has its own separate reporting track.

Can non-accredited investors buy in a Tier 2 offering?

Yes, subject to an investment limit of 10% of the greater of their annual income or net worth, unless the securities will be listed on a national exchange, in which case that limit does not apply.

How does a Tier 2 issuer stop filing reports?

By filing Form 1-Z once it qualifies to suspend reporting, most commonly once it has fewer than 300 holders of record (1,200 for a bank or bank holding company) measured at the start of its fiscal year.