Regulation A+ Tier II
Definition
Regulation A+ Tier II is a securities offering exemption that allows eligible issuers to sell qualified offerings to both accredited and non-accredited investors, subject to SEC review, offering-circular disclosure, annual offering limits, audited financial statements, and ongoing reporting.
Why it matters
Reg A+ Tier II is the legal wrapper that lets retail investors buy fractional alternative assets that would otherwise be private. In music royalties, SongVest uses Reg A+ Tier II to issue SongShares backed by royalty rights. The wrapper creates disclosure and retail access, but it also introduces issuer-level risk, offering costs, and fixed offering economics that differ from a direct marketplace transfer.
Common misconceptions
- •SEC qualification is not the same thing as SEC endorsement or a guarantee of investment quality.
- •Reg A+ can permit non-accredited investors, but non-accredited buyers are still subject to investment limits.
- •The regulated wrapper does not eliminate underlying asset risk, issuer risk, illiquidity, or fee drag.
Technical details
Typical documents
A Tier II issuer generally files Form 1-A and offering circular materials, then may file post-qualification amendments, offering circular supplements, annual reports, semiannual reports, and current reports depending on its obligations.
SongVest context
RoyaltyTraders LLC dba SongVest uses Reg A+ Tier II to issue fractional SongShares. That structure creates SEC-supervised disclosure, including Use of Proceeds tables and issuer financial statements.