Reg A+ Investment Limits Per Investor: The Tier 2 10% Cap

In a Tier 2 Regulation A+ offering of securities that will not be listed on a registered national securities exchange upon qualification, a non-accredited purchaser may not pay an aggregate purchase price exceeding 10% of the greater of their annual income or net worth. Accredited investors are not subject to that cap, and Tier 1 offerings carry no federal per-investor investment limit at all — which means the cap is a Tier 2 condition on a specific kind of offering, not a blanket Regulation A rule.

The limit sits in Rule 251(d)(2)(i)(C), inside the "Sales" conditions of the exemption. That placement matters: it is framed as a condition on making a sale, not as a disclosure item or a portal policy. An issuer that sells past the cap to a non-accredited investor has a securities problem, not a customer-service problem. The practical consequences, though, show up long before that — in average check size, in how an issuer models cost per dollar raised, and in what the checkout flow has to collect.

Per-Investor Investment Limits by Exemption

Three of the four common retail-accessible exemptions treat per-investor caps differently. The comparison below reflects the current rule text; the aggregate offering ceilings are included because issuers routinely conflate the two numbers.

The column that surprises founders most is Tier 1. Regulation A imposes no federal per-investor limit in a Tier 1 offering — but Tier 1 is also not preempted from state registration, so an issuer trading the cap away acquires a multi-state qualification burden instead. Our breakdown of Tier 1 versus Tier 2 walks through that trade in detail.

How the 10% Calculation Actually Works

Rule 251(d)(2)(i)(C) caps the "aggregate purchase price to be paid by the purchaser for the securities," and expressly includes "the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified." Warrant coverage and convertible structures therefore consume cap headroom at the maximum estimated price, not at the nominal price of the overlying instrument.

The denominator splits by purchaser type:

• Natural persons: the greater of annual income or net worth, each calculated the way Rule 501 calculates them for accredited-investor purposes. Under Rule 501(a)(5), that means a net-worth figure that excludes the primary residence as an asset and, with stated exceptions, excludes indebtedness secured by it up to fair market value.
• Non-natural persons: the greater of revenue or net assets for the purchaser's most recently completed fiscal year end.

Note the asymmetry with Reg CF. Under Rule 100(a)(2), a non-accredited Reg CF investor's limit is the greater of $2,500 or 5% of the greater of income or net worth where either figure is below $124,000, and 10% of the greater of income or net worth — capped at an amount sold of $124,000 — where both figures meet or exceed $124,000. That limit also runs across all Reg CF issuers during the preceding 12 months, which is why a Reg CF checkout cannot resolve an investor's remaining capacity from its own records alone. The Tier 2 Reg A+ cap carries no equivalent cross-issuer aggregation language in the rule text. We cover the Reg CF formula separately in Reg CF investment limits.

The three ways the cap stops applying

1. The purchaser is accredited. Rule 251(d)(2)(i)(C) reads the cap as an alternative to accredited status — if the purchaser is accredited as defined in Rule 501, the 10% condition does not bind. The definitional categories, including the $200,000/$300,000 income test and the $1,000,000 net-worth test, are set out in our guide to who qualifies as an accredited investor.
2. The securities will be listed on a registered national securities exchange upon qualification. The condition is written to apply to Tier 2 offerings of securities "that are not listed on a registered national securities exchange upon qualification." Issuers pursuing a concurrent Form 8-A listing sit outside it.
3. The offering is Tier 1. No federal per-investor cap applies, with the state-review consequences noted above.

Verification: What Reg A+ Does Not Require

Regulation A contains no analogue to Rule 506(c)'s obligation to take reasonable steps to verify accredited status. In practice, Tier 2 issuers and their broker-dealers or platforms collect an investor representation at checkout — a self-certification of income or net worth, or of accredited status — rather than running the document-based verification a 506(c) raise requires. That is an operational convention rather than a rule-mandated procedure, and the precise form of representation an issuer should collect, and when a representation stops being reasonable to rely on, is a question for securities counsel and the intermediary's compliance function before the offering goes live.

The marketing consequence is concrete. Because a Tier 2 unlisted raise accepts non-accredited investors on a self-certification basis, the friction at checkout is materially lower than in a 506(c) funnel where verification is a hard gate. That lower friction is a large part of why Tier 2 supports broad consumer-facing acquisition at all.

What the Cap Does to Acquisition Math

The 10% cap is usually described as an investor-protection measure. For an issuer planning a raise, it functions as a ceiling on the right tail of the check-size distribution — and that ceiling changes the economics of paid acquisition.

Consider the structure of the problem. In a 506(c) raise, a single accredited investor can absorb an eight-figure allocation, so cost per acquired investor matters far less than cost per dollar. In a Tier 2 unlisted raise, every non-accredited investor is bounded by their own income or net worth. A campaign cannot compensate for weak conversion by landing one outsized check from that segment. Aggregate proceeds become a function of investor count multiplied by a constrained average, which means the entire burden falls on top-of-funnel volume and conversion rate.

Three practical implications follow:

• Segment the funnel by investor type, not by channel alone. Accredited traffic and non-accredited traffic have different ceilings and therefore different allowable costs per lead. Blending them into one cost-per-acquisition target obscures which segment is actually funding the raise.
• Model the raise from the distribution, not the mean. A Tier 2 unlisted raise targeting $20,000,000 against a realistic non-accredited average check implies a specific, often large, number of funded investors. That number — not a revenue target — is what sizes the media budget.
• Treat minimum investment as a lever that cuts both ways. Raising the minimum lifts the average check and compresses the required investor count, but it also truncates the lower end of a distribution where most retail interest lives. Issuers typically test this rather than assume it.

Growth Turbine has provided marketing support across more than $490M in aggregate issuer-reported totals and 210+ fundraising campaigns managed supported across Reg-CF, Reg-D 506(c), Reg-A+, and tokenized securities offerings, spanning 23+ crowdfunding platforms and 25+ industries. The recurring pattern in Tier 2 programs is that issuers underestimate how many funded investors a capped-check structure requires, and discover the gap after the media spend is committed rather than before.

Pre-Launch Checklist

1. Confirm with counsel whether the offering is Tier 1 or Tier 2, and whether the securities will be exchange-listed upon qualification — those two facts determine whether a per-investor cap applies at all.
2. Where the cap applies, confirm how warrant coverage or convertible terms consume cap headroom at the maximum estimated conversion, exercise, or exchange price.
3. Agree with the broker-dealer or platform on the exact investor representation collected at checkout, and on the record retained for each subscription.
4. Build the financial model from investor count and a documented average-check assumption, not from a proceeds target divided by an aspirational mean.
5. Separate accredited and non-accredited cohorts in reporting from day one, so allowable cost per lead can diverge by segment.
6. Re-review the minimum investment against observed conversion data after the first spend cycle rather than fixing it before launch.

Frequently Asked Questions

How much can one investor invest in a Reg A+ offering?

In a Tier 2 offering of securities that are not listed on a registered national securities exchange upon qualification, a non-accredited purchaser's aggregate purchase price may not exceed 10% of the greater of their annual income or net worth, under Rule 251(d)(2)(i)(C). Accredited investors are not subject to that limit. Tier 1 offerings carry no federal per-investor cap.

Do accredited investors have an investment limit in Reg A+?

No. Rule 251(d)(2)(i)(C) applies the 10% cap only where the purchaser is not an accredited investor as defined in Rule 501. An accredited purchaser in a Tier 2 unlisted offering faces no per-investor federal cap, though the offering remains subject to the aggregate 12-month ceiling of $75,000,000 for Tier 2, including not more than $22,500,000 offered by affiliate selling securityholders.

How is net worth calculated for the Reg A+ 10% limit?

The rule directs that annual income and net worth for natural persons be determined as provided in Rule 501. Under Rule 501(a)(5), the primary residence is excluded as an asset, and indebtedness secured by it is excluded as a liability up to the estimated fair market value at the time of sale, subject to stated exceptions for recent increases in that indebtedness and for amounts exceeding fair market value.

Does the Reg A+ cap combine investments across different issuers?

Rule 251(d)(2)(i)(C) is written around the aggregate purchase price a purchaser pays for the securities in the offering and contains no cross-issuer aggregation language. Regulation Crowdfunding is different: Rule 100(a)(2) measures a non-accredited investor's limit across all issuers relying on section 4(a)(6) during the preceding 12-month period. Issuers running concurrent offerings should confirm the interaction with counsel.

Does a Reg A+ issuer have to verify an investor's income or net worth?

Regulation A contains no provision comparable to Rule 506(c)'s requirement to take reasonable steps to verify accredited status. Issuers and their intermediaries commonly rely on an investor representation collected at subscription. Because the cap is a condition on making a sale, the adequacy of that process is a compliance question to settle with counsel and the intermediary before the offering opens.

Can raising the minimum investment get around the cap?

No. A minimum investment is an issuer-set floor; the 10% figure is a regulatory ceiling tied to each individual purchaser's own income or net worth. A higher minimum changes which investors can participate at all, and may exclude investors whose 10% capacity falls below it, but it does not expand any investor's permitted amount.

Build the Investor-Count Model Before the Media Plan

A Tier 2 unlisted Reg A+ raise is won or lost on funnel volume, because the per-investor ceiling removes the option of closing the gap with one large check. The issuers who hit their numbers are the ones who sized the required funded-investor count against a defensible average check before committing spend. Our Reg A+ equity crowdfunding marketing team builds acquisition programs around that constraint, with accredited and non-accredited cohorts modeled and reported separately; platform and intermediary considerations are covered across our supported platforms.

If you are sizing a Tier 2 raise and want the investor-count model built before the media budget is set, get in touch.

Disclaimer: The information provided in this article is for educational and informational purposes only and does not constitute legal, financial, or investment advice. Always consult with qualified legal counsel and financial advisors before launching a capital raise.