Amending a Qualified Reg A+ Offering: Post-Qualification Amendment vs. Rule 253(g) Supplement

A qualified Regulation A+ offering statement must be amended in two defined situations: at least every 12 months to refresh the financial statements, and whenever post-qualification events represent a "fundamental change" in the information already on file. Everything short of that — a substantive change or addition that is not fundamental — typically travels through a much lighter instrument: an offering circular supplement filed under Rule 253(g), which takes effect on filing and requires no action by the SEC.

The distinction is operational, not academic. A post-qualification amendment (PQA) has no legal effect until the Commission qualifies it, because under Rule 252(e) an offering statement "and any amendment thereto can be qualified only at such date and time as the Commission may determine." A Rule 253(g) supplement is simply filed. Issuers that conflate the two either freeze a live raise for weeks they never budgeted, or keep selling against disclosure that should have been re-qualified.

Post-Qualification Amendment vs. Rule 253(g) Supplement

The Two Mandatory PQA Triggers

Rule 252(f)(2) lists the circumstances in which post-qualification amendments must be filed for ongoing offerings. There are exactly two, and they operate independently.

1. The 12-month financial statement refresh

Under Rule 252(f)(2)(i), an issuer running a continuous offering must file a PQA at least every 12 months after the qualification date to include the financial statements that Form 1-A would require as of that date. This is the mechanism that keeps a long-running Reg A+ offering alive, and it bears directly on how long a Reg A+ offering can stay open. Practitioners generally assemble the refresh PQA well before the anniversary, because the amendment must be qualified — not merely filed — for sales to continue on current disclosure. Any amendment carrying amended audited financials also needs the auditor's consent under Rule 252(f)(1)(ii).

2. A "fundamental change"

Rule 252(f)(2)(ii) requires a PQA to reflect facts or events arising after qualification (or after the most recent PQA) that, individually or in the aggregate, represent a fundamental change in the information set forth in the offering statement. The rule does not define "fundamental," and the aggregation language is the part issuers most often miss: a sequence of individually modest developments can cross the line collectively even if no single one would. Changes in management, capital structure, the business, or the use of proceeds are where issuers typically seek counsel's view.

Note what is not on this list. Ordinary periodic disclosure for Tier 2 issuers runs through Forms 1-K, 1-SA and 1-U under Rule 257, a separate obligation covered in our breakdown of Reg A+ ongoing reporting requirements. A current report on Form 1-U does not cure a disclosure gap in the offering circular investors are reading, and a PQA does not satisfy a periodic report.

What a Rule 253(g) Supplement Covers — and Its Filing Clocks

Rule 253(g) sets out the supplement regime and its deadlines, which are measured in business days from first use after qualification:

1. Rule 253(g)(1) — previously omitted pricing information. An offering circular disclosing information omitted in reliance on Rule 253(b) must be filed no later than two business days following the earlier of the date the offering price is determined or the date that circular is first used after qualification.
2. Rule 253(g)(2) — other substantive changes. An offering circular reflecting information that constitutes a substantive change from, or addition to, the last offering circular filed must be filed no later than five business days after it is first used after qualification.
3. Rule 253(g)(3) — both at once. Where a circular covers both categories, the shorter two-business-day clock controls.
4. Rule 253(g)(4) — missed deadlines. A supplement not filed within the applicable window must be filed as soon as practicable after the failure to file is discovered.

Two mechanical details are easy to overlook. Rule 253(g)(2) permits filing only the supplement rather than a full restated circular, provided its cover page identifies the dates of the related offering circular and any prior supplements that together constitute the current one. And Rule 253(g)(5) requires each filing to state, in the upper right corner of the cover page, which paragraph of 253(g) it is filed under, plus the file number of the related offering statement.

The Hard Ceiling: A Supplement Cannot Increase the Offering

This is the single most consequential boundary in the regime, and the rule text is unambiguous. The note to Rule 253(b) states that an offering circular supplement may not be used to increase the volume of securities being offered, and that additional securities may only be offered pursuant to a new offering statement or a post-qualification amendment qualified by the Commission.

Practically: an issuer that sells into its qualified maximum and still has demand cannot close the gap with a supplement. The options are a qualified PQA or a new Form 1-A, both of which take real calendar time — the scenario covered in our analysis of what happens when a raise is oversubscribed.

The 20% tolerance band

Movement in the other direction has limited headroom. Under that same note, a decrease in the volume of securities offered or a change in the bona fide estimated price range may be disclosed in a circular filed under Rule 253(g), so long as it would not materially change the disclosure at qualification. Deviation from the low or high end of the range may be reflected in a supplement filed under Rule 253(g)(1) or (3) if, in the aggregate, the volume decrease and price change represent no more than a 20% change from the maximum aggregate offering price calculable from the qualified offering statement.

Two absolute limits sit on top of that tolerance: the change may never push the maximum aggregate offering price past the Rule 251(a) ceiling, and it may never convert a Tier 1 offering into a Tier 2 offering. Rule 251(a) currently caps Tier 1 at $20,000,000 and Tier 2 at $75,000,000 in a 12-month period, with affiliate selling-securityholder sublimits of $6,000,000 and $22,500,000 respectively. Issuers weighing which side of that divide they sit on can compare the regimes in our guide to Reg A+ Tier 1 vs. Tier 2.

The Omitted-Price Mechanic and the 15-Business-Day Fallback

Rule 253(b) permits a qualified offering circular to omit the public offering price and price-dependent terms, provided the securities are offered for cash, the outside front cover carries a bona fide estimate of the maximum price range and maximum number of units, and the offering is not by competitive bidding. The permitted range is tight: it must not exceed $2 where the upper end is $10 or less, or 20% where the upper end exceeds $10. Volume may not be omitted at all, and the upper end of the range is what counts for the Rule 251(a) calculation.

The trap is in Rule 253(c). Omitted information must appear in a circular filed under Rule 253(g) — but if that circular is not filed by the later of 15 business days after the qualification date or 15 business days after qualification of a PQA containing an offering circular, it must instead be carried in a qualified post-qualification amendment. Missing that window converts a routine filing into an SEC-gated one.

Why This Is a Marketing Operations Problem

The compliance calendar and the media calendar are the same calendar. A PQA that is filed but not yet qualified creates a window in which live creative, landing pages, and investor emails may describe terms that are not yet effective. Growth Turbine has provided marketing support across more than $490M in aggregate issuer-reported totals and 210+ fundraising campaigns supported across Reg-CF, Reg-D 506(c), Reg-A+, and tokenized securities offerings. In Reg A+ programs the recurring failure mode is consistent: paid media keeps spending at full tilt into a terms change that has not cleared.

Three control points tend to matter most:

• A single source of truth for terms. Price, minimum investment, and security type should live in one reviewed record that creative, the platform page, and the offering circular all derive from.
• Spend pacing tied to the filing calendar. The 12-month PQA anniversary is knowable years ahead; treating it as a fixed constraint avoids paying for traffic that lands on terms in flux.
• Asset re-review after every supplement. A supplement changes what the current offering circular says, so any asset restating affected terms needs reconciling, and the reconciliation needs documenting.

Sequencing Checklist for a Live Reg A+ Raise

1. Calendar the qualification date and every 12-month PQA anniversary at the start of the offering, not in month eleven.
2. Where a PQA is required, plan acquisition spend around a qualification window of uncertain length, since qualification occurs only when the Commission so determines.
3. Route every proposed change in terms, management, capital structure, or use of proceeds to counsel for a fundamental-change assessment before it reaches a marketing brief.
4. If pricing information was omitted under Rule 253(b), calendar the 15-business-day Rule 253(c) deadline the day qualification is granted.
5. Where a supplement is correct, confirm the 253(g) paragraph, cover-page marking, and file number before filing.
6. Re-review every live marketing asset against the current offering circular after each filing, and retain the record.

Frequently Asked Questions

Does filing a post-qualification amendment stop my Reg A+ offering?

A post-qualification amendment has no legal effect until the Commission qualifies it, because Rule 252(e) provides that an offering statement and any amendment can be qualified only at such date and time as the Commission may determine. Whether and how an issuer may continue selling while a PQA is pending depends on what the amendment covers and on the issuer's particular facts — a question for securities counsel before the amendment is filed, not after.

How often must a Reg A+ issuer file a post-qualification amendment?

For ongoing offerings, Rule 252(f)(2)(i) requires a PQA at least every 12 months after the qualification date, to include the financial statements Form 1-A would require as of that date. A separate PQA is required under Rule 252(f)(2)(ii) whenever post-qualification facts or events represent a fundamental change, which can occur at any point. The 12-month cadence is a floor, not a ceiling.

Can I raise more than my qualified maximum by filing a supplement?

No. The note to Rule 253(b) states that an offering circular supplement may not be used to increase the volume of securities being offered, and that additional securities may only be offered pursuant to a new offering statement or a post-qualification amendment qualified by the Commission. Issuers anticipating demand above the qualified amount typically address sizing before qualification.

Is there an SEC filing fee for a post-qualification amendment?

No. Rule 252(b) provides that no fee is payable to the Commission upon either the submission or filing of an offering statement on Form 1-A, or any amendment to an offering statement. The real cost of a PQA is professional time — legal, audit, and accounting — plus the schedule risk of an open qualification window.

What is the difference between a post-qualification amendment and a Form 1-U?

A PQA amends the offering statement that governs the securities being sold and must be qualified by the Commission. A Form 1-U is a current report filed under Rule 257(b)(4) as part of a Tier 2 issuer's ongoing reporting obligation. They serve different functions on different timelines, and filing one does not discharge the other.

What happens if a Rule 253(g) supplement is filed late?

Rule 253(g)(4) provides that a supplement not filed within the applicable two- or five-business-day window must be filed as soon as practicable after the failure to file is discovered. A late filing does not retroactively cure the period during which investors received an unfiled circular, so issuers generally treat 253(g) deadlines as hard dates and consult counsel where one is missed.

Plan the Filing Calendar Before You Buy the Traffic

Reg A+ rewards issuers who treat the amendment regime as a scheduling input rather than a surprise. Knowing in advance which changes are supplement-eligible and which require a qualified amendment is what lets an acquisition program spend continuously rather than in stop-start bursts. Our Reg A+ equity crowdfunding marketing team builds acquisition programs around the filing calendar; platform considerations are covered across our supported platforms.

If you are mapping a Reg A+ raise and want the marketing plan sequenced against your qualification and amendment timeline, 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.