Which routes are open to non-accredited investors?

Only Reg CF and Reg A+. Under Reg CF an individual's annual investment is capped by an income and net-worth formula; under Reg A+ Tier 2 a non-accredited investor may commit no more than 10% of the greater of annual income or net worth per offering. Reg D 506(b) admits up to 35 financially sophisticated non-accredited investors, while 506(c) requires every investor to be a verified accredited investor.

When must accredited-investor verification be completed?

Before any funds are accepted. 506(c) requires the issuer to take reasonable steps to verify status — tax filings, brokerage statements, or written confirmation from a licensed professional — and self-certification alone is not enough. 506(b) may rely on investor representations, but subscription questionnaires should still be retained. GPM DAO completes KYC / AML screening and accredited-investor verification before a subscription allocation opens.

How long is the resale lock-up on each route?

Reg CF units carry a 12-month lock-up from purchase, with carve-outs for transfers back to the issuer, to certain family members, or to accredited investors. Reg D securities are restricted securities and follow Rule 144 holding periods of six months (reporting issuers) or twelve months (non-reporting issuers). Reg S Category 3 offerings run a six-month to one-year distribution compliance period restricting flow back into the United States. Reg A+ securities are freely tradable at issuance, though affiliates remain subject to Rule 144.

At what point do disclosure obligations start?

Reg CF requires Form C on file with the SEC before subscriptions are accepted, followed by an annual Form C-AR. Reg D requires Form D within 15 days of the first sale. Reg A+ requires SEC qualification of Form 1-A before sales may close, then ongoing 1-K annual, 1-SA semi-annual and 1-U current reports. Reg S involves no SEC filing, but disclosure rules in each investor's own jurisdiction still apply.

When may a raise be marketed publicly?

506(b) prohibits general solicitation throughout and reaches only investors with a pre-existing relationship; 506(c) permits public marketing in exchange for verifying every investor. Reg CF allows a short tombstone notice, with full terms shown only on the funding portal. Reg A+ permits testing-the-waters communications before and after Form 1-A is filed, provided all materials are retained and filed as required.

Can two exemptions run side by side?

Yes. The most common structure pairs Reg D for accredited investors in the United States with Reg S for investors outside it, running each channel with its own verification and document set so no general solicitation crosses over. Reg CF and Reg D can also be sequenced where the integration rules are respected, but the timing windows and disclosure wording must be designed up front.

How are units transferred once the lock-up expires?

After the lock-up expires and whitelist checks pass, a holding can be listed on the GPM DAO secondary market. Once matched, a licensed custodian settles funds and reconciles the trade while ownership is recorded on-chain; every trade produces a traceable escrow reference and audit log entry.

Roughly how long does each route take to prepare?

Reg D and Reg S are usually fastest, launching within weeks once documents and investor verification are ready. Reg CF adds portal diligence and Form C preparation, typically four to eight weeks. Reg A+ involves audited financial statements and SEC review comments, commonly three to six months. Actual timelines depend on how complete the financial record is and on jurisdictional requirements.

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US Exemptions Explained

Reg CF, Reg D, Reg S and Reg A+ in Detail

Raise caps, investor eligibility, disclosure, resale limits and marketing rules compared side by side, so issuers pick the right structure before launching.

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US Exemptions Explained

Reg CF, Reg D, Reg S and Reg A+ in Detail

Every securities offering in the United States must either be registered or fit an exemption. GPM DAO breaks down the four routes issuers and accredited investors meet most often — raise caps, investor eligibility, disclosure, resale limits and marketing rules — so the structure is chosen before the raise begins.

Structuring Tool

Interactive exemption matcher

Answer five questions — raise size, investor base, marketing needs, liquidity expectations and launch timing. The tool rules out routes that cannot work, ranks the rest by fit, and compares clause by clause only the routes still open to you.

Answer all five questions and the match appears immediately.

Reg CF

Regulation Crowdfunding

Securities Act Section 4(a)(6) · 17 CFR 227 (JOBS Act Title III)

A public, small-dollar equity route. The offering must run through a SEC-registered, FINRA-member funding portal or broker-dealer, and non-accredited investors may participate — the lowest-cost way for an early company to build a public holder base and community alignment.

Raise cap per 12 months: USD 5 million, aggregated across affiliated offerings
Investor eligibility: Open to everyone; non-accredited investors are capped annually by the greater of income or net worth
Disclosure: Form C with business plan, capital structure, risk factors and financials (reviewed or audited depending on size)
Resale limits: 12-month lock-up after purchase, with narrow exceptions (back to the issuer, to an accredited investor, to family)
Marketing: Public promotion allowed, but terms must point to the portal page; deal terms cannot be detailed off-portal
Ongoing duties: Annual Form C-AR until a termination condition is met
Blue sky: Federally preempted; no state registration

First external raise where community and customers should hold equity
Consumer brands validating demand and investor appetite at low cost
Companies building a public holder base before scaling via Reg D or Reg A+

The USD 5 million cap rarely funds an institutional round — plan the next structure early
Holder counts grow fast; administration is costly without an on-chain cap table
Secondary liquidity can only be arranged once the 12-month lock-up ends

GPM DAO absorbs the long tail of Reg CF holders onto an on-chain cap table, handling subscription, escrow reconciliation and holder notices, then routes them to the compliant secondary market once the lock-up expires.

Reg D

Regulation D — Rule 506(b) and 506(c)

Securities Act Section 4(a)(2) · 17 CFR 230.506

The workhorse of North American private capital, with no raise cap. Rule 506(b) forbids general solicitation and admits up to 35 sophisticated non-accredited investors; Rule 506(c) permits public marketing but requires the issuer to take reasonable steps to verify every investor's accredited status.

Raise cap: None
Eligibility under 506(b): Unlimited accredited investors plus up to 35 financially experienced non-accredited investors
Eligibility under 506(c): Accredited investors only, with reasonable verification (income, net worth or third-party letter)
Disclosure: No prescribed form; typically a private placement memorandum, subscription agreement and risk disclosure
Resale limits: Restricted securities; Rule 144 generally imposes a six- to twelve-month holding period and further conditions
Marketing: 506(b) prohibits general solicitation; 506(c) allows it in exchange for stricter verification
Filing: Form D within 15 days of the first sale
Blue sky: Federally preempted; notice filings and fees only

Seed through growth rounds aimed at institutions and accredited investors
Issuers with a defined investor list that want a fast close
Syndicated deals pooling several investors through an SPV

Any public marketing can break a 506(b) exemption — control roadshow material tightly
506(c) verification cannot rely on investor self-certification alone
Restricted securities need a Rule 144 path; design liquidity in advance

GPM DAO's KYC / AML and accredited-investor verification maps directly onto 506(c) diligence: subscriptions settle into a licensed custodian account while on-chain title and the whitelist update together.

Reg S

Regulation S — Offshore Offerings

17 CFR 230.901–905 (Rules 901 / 903 / 904)

A safe harbor for securities sold outside the United States. If the transaction is offshore and there are no directed selling efforts into the US, registration does not apply — commonly paired with Reg D to run a single raise across domestic and international investors.

Raise cap: None
Investor eligibility: Non-US persons; no directed selling efforts into the United States
Core conditions: Offshore transaction plus no directed selling efforts, with category-specific restrictions by issuer type
Distribution compliance period: Commonly 40 days or one year, depending on issuer category and security type
Disclosure: Governed by the investor's own jurisdiction (for example Canadian NI 45-106 or EU prospectus rules)
Resale limits: No resale to US persons during the compliance period; securities carry the corresponding transfer legend
Filing: No SEC filing, but keep records evidencing offshore status and investor identity
Common pairing: Reg D 506(c) domestically alongside Reg S offshore

Cross-border rounds with investors in Asia, the Middle East, Europe and Canada
Issuers taking offshore capital into a US structure while keeping domestic access
Tokenized offerings that need jurisdiction-aware whitelists

Jurisdiction determination and identity records are the first thing auditors test
A US resale inside the compliance period breaks the safe harbor; segregate whitelists by jurisdiction
Local rules in each jurisdiction still apply — Reg S does not displace them

GPM DAO tags every whitelist entry by jurisdiction, keeps Reg S and US investors in separate pools, and blocks cross-pool transfers until the compliance period ends.

Reg A+

Regulation A — Tier 1 and Tier 2

Securities Act Section 3(b)(2) · 17 CFR 251–263 (JOBS Act Title IV)

Often called the "mini IPO": the issuer files Form 1-A and must be qualified by the SEC, after which it can raise from the general public, including non-accredited investors, and the securities are freely tradable — a natural bridge to public markets and uplisting.

Raise cap per 12 months: Tier 1: USD 20 million; Tier 2: USD 75 million
Investor eligibility: Open to the public; Tier 2 caps non-accredited investors at 10% of income or net worth
Disclosure: Form 1-A qualified by the SEC; Tier 2 requires two years of audited financials
Resale limits: Freely tradable with no Rule 144 holding period (affiliates aside)
Marketing: Public promotion and testing-the-waters communications permitted
Ongoing duties: Tier 2 files annual 1-K, semi-annual 1-SA and current 1-U reports
Blue sky: Tier 1 needs state-by-state review; Tier 2 is federally preempted

Revenue-stage companies with audit history raising larger amounts from the public
Issuers that want freely tradable securities as a bridge to secondary markets and uplisting
Brands with a user community that can convert customers into holders

Qualification usually takes months; legal and audit costs far exceed Reg CF or Reg D
Tier 2 reporting approaches public-company duties and needs a standing finance and compliance function
Tier 1 state-by-state review lengthens the timeline and adds cost

At the Reg A+ stage GPM DAO supplies the on-chain cap table, investor-relations and disclosure tooling, then hands off to pre-IPO uplisting advisory so the public raise and the listing path stay aligned.

Frequently asked questions

Pick a question to jump straight to its answer; each answer also links onward to the exemption section it builds on.

Which routes are open to non-accredited investors?: Only Reg CF and Reg A+. Under Reg CF an individual's annual investment is capped by an income and net-worth formula; under Reg A+ Tier 2 a non-accredited investor may commit no more than 10% of the greater of annual income or net worth per offering. Reg D 506(b) admits up to 35 financially sophisticated non-accredited investors, while 506(c) requires every investor to be a verified accredited investor.
See the Reg CF conditions
When must accredited-investor verification be completed?: Before any funds are accepted. 506(c) requires the issuer to take reasonable steps to verify status — tax filings, brokerage statements, or written confirmation from a licensed professional — and self-certification alone is not enough. 506(b) may rely on investor representations, but subscription questionnaires should still be retained. GPM DAO completes KYC / AML screening and accredited-investor verification before a subscription allocation opens.
See the Reg D 506(b)/(c) detail
How long is the resale lock-up on each route?: Reg CF units carry a 12-month lock-up from purchase, with carve-outs for transfers back to the issuer, to certain family members, or to accredited investors. Reg D securities are restricted securities and follow Rule 144 holding periods of six months (reporting issuers) or twelve months (non-reporting issuers). Reg S Category 3 offerings run a six-month to one-year distribution compliance period restricting flow back into the United States. Reg A+ securities are freely tradable at issuance, though affiliates remain subject to Rule 144.
Compare lock-ups across all four routes
At what point do disclosure obligations start?: Reg CF requires Form C on file with the SEC before subscriptions are accepted, followed by an annual Form C-AR. Reg D requires Form D within 15 days of the first sale. Reg A+ requires SEC qualification of Form 1-A before sales may close, then ongoing 1-K annual, 1-SA semi-annual and 1-U current reports. Reg S involves no SEC filing, but disclosure rules in each investor's own jurisdiction still apply.
See Reg A+ filing and ongoing reporting
When may a raise be marketed publicly?: 506(b) prohibits general solicitation throughout and reaches only investors with a pre-existing relationship; 506(c) permits public marketing in exchange for verifying every investor. Reg CF allows a short tombstone notice, with full terms shown only on the funding portal. Reg A+ permits testing-the-waters communications before and after Form 1-A is filed, provided all materials are retained and filed as required.
See the marketing restrictions
Can two exemptions run side by side?: Yes. The most common structure pairs Reg D for accredited investors in the United States with Reg S for investors outside it, running each channel with its own verification and document set so no general solicitation crosses over. Reg CF and Reg D can also be sequenced where the integration rules are respected, but the timing windows and disclosure wording must be designed up front.
See the Reg S requirements
How are units transferred once the lock-up expires?: After the lock-up expires and whitelist checks pass, a holding can be listed on the GPM DAO secondary market. Once matched, a licensed custodian settles funds and reconciles the trade while ownership is recorded on-chain; every trade produces a traceable escrow reference and audit log entry.
See issuance and liquidity steps
Roughly how long does each route take to prepare?: Reg D and Reg S are usually fastest, launching within weeks once documents and investor verification are ready. Reg CF adds portal diligence and Form C preparation, typically four to eight weeks. Reg A+ involves audited financial statements and SEC review comments, commonly three to six months. Actual timelines depend on how complete the financial record is and on jurisdictional requirements.
See the structuring process

Side-by-Side Comparison

Dimension	Reg CF	Reg D 506(b)/(c)	Reg S	Reg A+ Tier 2
Cap per 12 months	USD 5M	No cap	No cap	USD 75M
Investor base	Public, non-accredited capped	Primarily accredited investors	Non-US persons	Public, 10% cap for non-accredited
Public marketing	Allowed, terms via portal	506(b) no / 506(c) yes	No directed selling into the US	Allowed, incl. testing the waters
Tradability	12-month lock-up	Restricted, Rule 144 applies	No US resale during compliance period	Freely tradable
SEC process	Form C filing	Form D filing	No filing	Form 1-A qualification
Ongoing reporting	Form C-AR	None mandated	Per jurisdiction	1-K / 1-SA / 1-U
Typical use	Community round, public holder base	Core institutional round	Cross-border dual track	Mini IPO and uplisting prep

How GPM DAO Matches a Structure

A financing review typically returns a recommended structure, timeline and cost range within five business days.

1 · Baseline
Confirm domicile, capital structure, funding history and investor mix to shortlist workable exemptions.
2 · Structure
Choose a single exemption or a Reg D plus Reg S dual track, then set the SPV, escrow and on-chain title arrangement.
3 · Compliance
Run KYC / AML and accredited-investor verification, and prepare disclosure and subscription documents.
4 · Issuance & liquidity
Open subscriptions with escrow reconciliation and an on-chain whitelist; connect to the secondary market once lock-ups expire.

Not sure which route fits?

Share your company and raise profile, and the GPM DAO compliance team will return an actionable structure and timeline.

Book a Financing Review Read the investor risk disclosure

This page is a general regulatory overview. It is not legal, tax or investment advice and is not an offer of securities. Conditions, caps and holding periods change as rules are updated — consult securities counsel qualified in the US and Canada before launching an offering.