Title Ⅳ of JOBS Act, colloquially known as Regulation A+, was issued to break the bottleneck for the development of startups and unlisted companies. These small businesses are allowed to raise up to $50 million through crowd-investing platforms under Regulation A+, in which both accredited and non-accredited investors can participate with some limits.
Reg A+ contains Tier 1 and Tier 2, with $20 million and $50 million as the thresholds of financing amount respectively. For both Tiers, people from all works of life are allowed to invest and companies are permitted to publicize themselves. However, Blue Sky register and review are requisite for “Tier 1” investors while no essential registration for their “Tier 2” counterparts. In addition, no limit on investment amount is set for individual investors/employees/independently small investment companies participating in Tier 1. But, unlike “Tier 1” investors and accredited investors, the capital invested by non-accredited “Tier 2”investors cannot beyond the 10% level of their annual incomes/net asset. Moreover, financial requirements are necessary for both two Tiers, and the one for Tier 2 needs to be audited.
Entrepreneurs willing to seek investment using Reg A+ should determine which Tier to follow first. Then, a filed and qualified disclosure document with the SEC is needed for both type of Title IV. The main difference steps for Tier 1 and 2 are based on their requirements. As for the former, personally financial conditions review and Blue Sky review in all states from where the capital is obtained are essential. When it comes to the latter, audited financials within two years, as well as all of the annual, semi-annual and current reports regarding disclosure requirements are needed.
