Regulation Crowdfunding, often referred to as Reg CF, is a crowdfunding method established by the U.S. Securities and Exchange Commission (SEC) under Title III of the Jumpstart Our Business Startups (JOBS) Act. It allows small businesses and startups to raise capital from a large number of individual investors online through SEC-registered intermediary, either a broker-dealer or a funding portal. This regulation was enacted to make it easier for entrepreneurs to access funding and for everyday investors to participate in early-stage investment opportunities.
Raise more than $618K
2-Year financial statements audited by an independent CPA*
Provide reasonable assurance that the financial statements are fairly presented and in accordance with GAAP
Assurance Level: Reasonable
More extensive, including testing of internal controls and substantive procedures on transactions and account balances.
Raise between $124K - $618K
Raise between $618K - $1.235M (first time issuers only)
2 Year Financial statements reviewed by independent CPA*
Provide limited assurance that the financial statements are fairly presented and in accordance with GAAP.
Assurance Level: Limited
Less extensive, including inquiries and analytical procedures.
*Financial statements must cover the most recently completed fiscal years or period(s) since inception, if shorter.
Regulation A provides an exemption from the registration process for public offerings. This regulation comprises two offering tiers: Tier 1, which allows offerings of up to $20 million within a 12-month timeframe, and Tier 2, designed for offerings of up to $75 million over the same period. For offerings not exceeding $20 million, companies have the option to choose between the requirements of Tier 1 or Tier 2.
Both Tier 1 and Tier 2 offerings have certain fundamental requirements in common, which encompass company eligibility criteria, provisions for disqualifying bad actors, disclosure obligations, and related aspects. However, Tier 2 offerings come with additional requirements, such as restrictions on the maximum amount a non-accredited investor can invest in a Tier 2 offering, the mandate for audited financial statements, and the obligation to file ongoing reports. Importantly, issuers conducting Tier 2 offerings are not compelled to register or seek qualification of their offerings with state securities regulators.Button
Raise up to $75M in 12 months
Annual, Semi-annnual, and Current Reports
2-Year Financials Audited by a CPA*
Bluesky Exemption
Provide reasonable assurance that the financial statements are fairly presented and in accordance with GAAP
Assurance Level: Reasonable
More extensive, including testing of internal controls and substantive procedures on transactions and account balances.
Raise up to $20M in 12 months
Annual, Semiannnual, and Current Reports
2-Year Financials Prepared by a CPA*
State by state registration required
Provide reasonable assurance that the financial statements are fairly presented and in accordance with GAAP
Assurance Level: Reasonable
More extensive, including testing of internal controls and substantive procedures on transactions and account balances.
*Financial statements must cover the most recently completed fiscal years or period(s) since inception, if shorter.
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