REGULATION A · CAPITAL FORMATION

Connect a capital raise with a broader investor community.

Existing offering pathway. SEC qualification and other requirements apply.

Regulation A, commonly called Reg A+, allows eligible companies to raise capital from the public. Tier 1 permits up to $20 million and Tier 2 up to $75 million in a 12-month period. Tier 2 can include non-accredited investors, subject to applicable investment limits.

ISSUER ELIGIBILITY

Who can explore this route

Regulation A is generally available to eligible companies organized in, and with their principal place of business in, the United States or Canada. It is not a universal route for foreign issuers. The issuer, security and proposed offering must meet the relevant conditions.

CONNECTED INFRASTRUCTURE

How Ohanae fits

Ohanae can help suitable issuers connect blockchain-native issuance with subscription processing, regulated account services and ownership records where appointed. The issuer works with its legal and financial advisers on offering documents, required filings and financial reporting. Technology supports those responsibilities; it does not replace them.

OFFERING REQUIREMENTS

What a company must prepare

An offering statement on Form 1-A must be qualified before securities are sold. Tier 2 requires audited financial statements and ongoing reports. Qualification is not SEC endorsement of the investment or a guarantee that the company will raise its target amount.

REGULATORY REFERENCE / SEC

SEC Regulation A
guidelines.

View official SEC guide External regulatory resource

01 / OVERVIEW

Regulation A, sometimes called Reg A+, allows eligible companies to offer securities to the public under an exemption from full Securities Act registration. It has two tiers, with different fundraising limits, financial reporting requirements and state-law treatment.

02 / COMPARE

Tier 1 and Tier 2 at a glance

Explore the key differences between the two Regulation A tiers.

Feature	Tier 1	Tier 2
Maximum offering size	Up to $20 million in 12 months	Up to $75 million in 12 months
Financial statements	Financial statements required; audit may depend on applicable circumstances	Audited financial statements required
Ongoing SEC reports	No Tier 2-style ongoing reporting requirement	Annual, semiannual and current reports generally required
Investor limits	No federal Regulation A investment cap	Non-accredited investor limits generally apply unless the securities will be listed on a national securities exchange upon qualification
State securities review	State registration or qualification requirements may apply	State registration/qualification generally preempted for covered securities; notice and anti-fraud authority may remain

03 / ELIGIBILITY

Issuer and investor eligibility

Regulation A is generally available to eligible issuers organized in, and with their principal place of business in, the United States or Canada. It is not automatically available to all foreign issuers. Tier 2 offerings that are not listed on a national securities exchange generally limit non-accredited individuals to 10% of the greater of annual income or net worth; a comparable revenue/net-assets test applies to entities. Eligibility, security type and other exceptions require issuer-specific review.

04 / PROTECTIONS

SEC qualification and investor protections

The issuer files an offering statement on Form 1-A, including required disclosures and financial statements, and must obtain SEC qualification before sales under Regulation A.
SEC qualification is not approval or endorsement of the investment and does not ensure the issuer will meet its fundraising target.
Offering materials, marketing communications, required financial statements, investor limits and ongoing reporting obligations must be reviewed with qualified advisers.
A Regulation A offering does not itself create exchange listing, continuous liquidity or guaranteed resale access. Transfer restrictions and market conditions must be considered separately.

AFTER ISSUANCE

Think beyond the capital raise

After issuance, investors need accurate holder records and a secure way to hold their securities. Ohanae’s account infrastructure is designed to connect these functions with secondary trading where legally and operationally available. Qualification does not guarantee a listing, buyers, liquidity or a particular price.

START A CONVERSATION

Explore a suitable offering structure.

Discuss a Regulation A Offering

Ohanae Securities LLC is a FINRA-member carrying, self-clearing broker-dealer operating within its approved scope. Ohanae, Inc. is an SEC-registered transfer agent and provides transfer-agent services where properly appointed or otherwise legally authorized. Ohanae is not a registered national securities exchange. References to NYSE and Nasdaq express ambition and do not imply equivalent status, affiliation or endorsement.

This information describes Ohanae’s business focus and planned services. Reg Crypto remains proposed, and the planned TSV has not launched. Existing authorization does not itself approve every planned activity. Availability depends on applicable law, issuer and investor eligibility, required authorizations, transfer restrictions and operational readiness. Registration or authorization is not regulatory endorsement. Investments involve risk, including loss of principal, and liquidity is not guaranteed. Custody and customer-protection arrangements do not eliminate investment or operational risk. This page is not an offer to sell or a solicitation to buy securities; any specific offering is governed by its applicable documents.