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amounts
that
can
be
raised,
and,
while
any
company,
public
or
private,
US
or
foreign,
can
raise
capital
under
Rule
506,
under
Regulation
A+
only
a
US
or
Canadian
issuer
that
is:
a)
not
a
reporting
company
under
the
Securities
Exchange
Act
of
1934,
b)
not
an
investment
company,
and
c)
not
a
blank
check
company
is
considered
an
eligible
issuer.
Still,
in
some
instances,
Regulation
A+
appears
to
be
more
accommodating
than
Rule
506.
For
example,
while
Rule
506(b
allows
an
unlimited
number
of
accredited
investors,
it
allows
only
35
non-
accredited
investors.
Tier
1
of
Regulation
A+
does
not
have
any
limitation
on
the
number
or
type
of
investors,
but
Tier
2
imposes
a
per-investor
cap
for
non-
accredited
investors
of
the
aggregate
purchase
price
to
be
paid
by
the
purchaser
for
the
securities
to
be
no
more
than
10%
of
the
greater
of
annual
income
or
net
worth
for
individual
investors
or
revenue
or
net
assets
most
recently
completed
fiscal
year
for
entities.
In
addition,
Regulation
A+
allows
issuers
to
test-the-waters
by
trying
to
determine
whether
there
is
any
interest
in
a
contemplated
securities
offering
(assuming
such
practice
is
allowed
under
applicable
Blue
Sky
laws
for
Tier
1
offerings),
Rule
506(b
does
not
allow
for
general
solicitation
and
advertising,
though
of
course
Rule
506(c
does.
The
biggest
downside
of
Regulation
A+
is
that
Blue
Sky
registration
requirements
are
not
preempted
for
Tier
1
offerings,
which
significantly
limits
offerings
in
multiple
states,
while
such
preemption
does
exist
for
Rule
506
offerings
(as
well
as
Tier
2
of
Regulation
A+
offerings.)