Regulation A+ (Mini-IPO) for Tokenized Equity Offerings

Tier 1 ($20M cap) requires "Blue Sky" state-by-state registration (Nightmare). Tier 2 ($75M cap) has Federal Preemption (SEC only). Always choose Tier 2. The audit cost is worth avoiding 50 state regulators.

This is your Legal Whitepaper. It must list every risk (Smart Contract failure, key loss, regulatory bans). Unlike an ICO whitepaper promising 'Moons,' Form 1-A promises specific risks.

You can legally market your idea to the public BEFORE spending money on the audit to gauge interest. You can collect emails/reservations, but cannot take money until Qualified.

The biggest blocker. If your startup spent 2 years trading on Uniswap with personal wallets, you cannot get audited. You need clean books and clear chain-of-custody. Clean up before you file.

Reg A+ tokens are Securities. They cannot trade on Binance/Coinbase. They must trade on an SEC-registered ATS (tZERO, INX). Liquidity is lower, but it is legal.

You need a Transfer Agent (Securitize/Vertalo). The smart contract must whitelist wallets to ensure only approved investors can hold/trade the token.

Tier 2 preempts registration, but not Fraud authority. If you lie to investors in Texas, Texas can still sue you. Accuracy is your only defense.

Blockstack raised $23M in the first crypto Reg A+. Expensive ($2M legal), but it proved the path exists. It forces a startup to mature from 'Discord Governance' to 'SEC Reporting'.