REGULATION A+ OFFERING CIRCULAR

Form 1-A Format — Offering Statement Under Regulation A

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IMPORTANT NOTICE: This template provides the framework for a Regulation A+ offering circular filed as Part II of SEC Form 1-A. It covers both Tier 1 (up to $20 million) and Tier 2 (up to $75 million) offerings. Issuers must select the applicable tier and tailor all disclosures accordingly. This document must be reviewed and finalized by qualified securities counsel before filing with the SEC via EDGAR.

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PART I — NOTIFICATION

(Filed as Part I of Form 1-A on EDGAR)

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1. ISSUER INFORMATION

Full Legal Name of Issuer:
[________________________________]

State/Country of Incorporation or Organization:
[________________________________]

Date of Incorporation/Organization:
[__/__/____]

CIK Number (if previously assigned):
[________________________________]

IRS Employer Identification Number (EIN):
[________________________________]

Standard Industrial Classification (SIC) Code:
[________________________________]

Fiscal Year End:
[________________________________]

Principal Executive Offices:

Field	Information
Street Address	[________________________________]
City	[________________________________]
State	[________________________________]
ZIP Code	[________________________________]
Phone	[________________________________]
Website	[________________________________]

Primary Contact Person for this Offering:
Name: [________________________________]
Title: [________________________________]
Email: [________________________________]
Phone: [________________________________]

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2. ISSUER ELIGIBILITY

2.1 Eligibility Certification

The issuer certifies the following eligibility requirements under Rule 251(b):

☐ The issuer is an entity organized under the laws of the United States or Canada, or any State, Province, Territory, or possession thereof, or the District of Columbia

☐ The issuer is NOT subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (or, if subject, has filed all required reports in the preceding 12 months)

☐ The issuer is NOT a development stage company with no specific business plan or purpose, or whose business plan is to merge with or acquire an unidentified company

☐ The issuer is NOT an investment company registered or required to be registered under the Investment Company Act of 1940

☐ The issuer is NOT issuing fractional undivided interests in oil or gas rights, or similar mineral rights

☐ The issuer is NOT disqualified under Rule 262 (Bad Actor Disqualification)

☐ The issuer has NOT been subject to any order of the SEC issued under Section 12(j) of the Exchange Act within the preceding five years

☐ The issuer has NOT previously failed to comply with the ongoing reporting requirements of Rule 257

2.2 Bad Actor Disqualification Verification (Rule 262)

The issuer has conducted a reasonable inquiry and hereby certifies:

☐ No "covered person" (as defined in Rule 262(a)) has experienced a "disqualifying event" as specified in Rule 262(a)(1)–(8)

☐ If a disqualifying event exists, the issuer has determined that it occurred before the effective date of Regulation A+ (June 19, 2015) and has disclosed the event as required under Rule 262(b)

Covered persons reviewed include:

☐ The issuer and its predecessors and affiliated issuers
☐ Directors, officers, general partners, and managing members of the issuer
☐ Beneficial owners of 20% or more of the issuer's outstanding voting equity securities
☐ Promoters connected with the issuer
☐ Persons compensated for soliciting purchasers (and directors, officers, general partners, and managing members of any such compensated solicitor)
☐ The underwriter(s), if any

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3. TIER SELECTION

☐ TIER 1 — Aggregate offering price not to exceed $20,000,000 in a 12-month period (including no more than $6,000,000 offered by selling securityholders that are affiliates)

☐ TIER 2 — Aggregate offering price not to exceed $75,000,000 in a 12-month period (including no more than $22,500,000 offered by selling securityholders that are affiliates)

Tier Comparison Summary

Feature	Tier 1	Tier 2
Maximum Offering	$20 million / 12 months	$75 million / 12 months
Investor Limitations	None	Non-accredited: greater of 10% of annual income or net worth
Financial Statements	May be unaudited	Must be audited (GAAS or PCAOB)
State Blue Sky	Subject to state registration	Federally preempted (Section 18(b)(4)(D))
Ongoing Reporting	Form 1-Z exit report only	Forms 1-K, 1-SA, 1-U ongoing
SEC Qualification	Required	Required
Testing the Waters	Permitted (Rule 255)	Permitted (Rule 255)
General Solicitation	Permitted after filing	Permitted after filing

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4. TYPE OF SECURITIES OFFERED

☐ Common Stock
☐ Preferred Stock
☐ Debt Securities / Notes
☐ Convertible Notes
☐ Limited Partnership Interests
☐ LLC Membership Interests
☐ Warrants
☐ Units (describe composition): [________________________________]
☐ Other: [________________________________]

Total Number of Securities Offered: [________________________________]

Price Per Security (or price range): $[________________________________]

Aggregate Offering Price: $[________________________________]

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5. JURISDICTIONS OF OFFERING

5.1 Federal Filing

☐ This offering will be filed with the SEC via EDGAR

5.2 State Jurisdictions (Tier 1 Only — Blue Sky Compliance)

For Tier 1 offerings, list all states where securities will be offered or sold. Each state's blue sky laws must be independently satisfied.

State	Filing Required	Status
[____]	☐ Yes ☐ No	[________________________________]
[____]	☐ Yes ☐ No	[________________________________]
[____]	☐ Yes ☐ No	[________________________________]
[____]	☐ Yes ☐ No	[________________________________]
[____]	☐ Yes ☐ No	[________________________________]

Add additional rows as needed.

5.3 Federal Preemption Notice (Tier 2 Only)

☐ Pursuant to Section 18(b)(4)(D) of the Securities Act, securities sold in this Tier 2 offering are "covered securities" exempt from state registration requirements. The issuer acknowledges that states retain authority over notice filing requirements and anti-fraud enforcement.

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6. RECENT SALES OF UNREGISTERED SECURITIES

Disclose all sales of unregistered securities by the issuer within the past three years:

Date	Securities Sold	Number/Amount	Purchasers	Total Consideration	Exemption Relied Upon
[__/__/____]	[________________________________]	[____]	[________________________________]	$[____]	[________________________________]
[__/__/____]	[________________________________]	[____]	[________________________________]	$[____]	[________________________________]
[__/__/____]	[________________________________]	[____]	[________________________________]	$[____]	[________________________________]

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PART II — OFFERING CIRCULAR

(The Offering Circular constitutes the disclosure document provided to investors)

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COVER PAGE

THIS IS A PRELIMINARY OFFERING CIRCULAR. THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE SEC IS QUALIFIED. THIS OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. THE ISSUER MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE ISSUER'S SALE CONTAINING THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

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[COMPANY NAME]

[Full Legal Name of Issuer]

[________________________________]
[Street Address, City, State ZIP]
[Phone Number]
[Website URL]

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[Number of Securities] Shares of [Type of Security]

Offering Price: $[____] per Share

(Price range: $[____] to $[____] per share, if applicable)

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	Amount
Total Shares Offered	[________________________________]
Offering Price Per Share	$[________________________________]
Aggregate Offering Amount (Maximum)	$[________________________________]
Aggregate Offering Amount (Minimum, if any)	$[________________________________]
Underwriting Discount / Commission	$[________________________________] ([____]%)
Proceeds to Issuer (Before Expenses)	$[________________________________]
Proceeds to Selling Securityholders	$[________________________________]

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Offering Type:

☐ Best Efforts Offering — No minimum offering amount; funds will be available to issuer as received
☐ Best Efforts, Minimum-Maximum — Minimum of $[________________________________] must be raised; funds held in escrow at [________________________________] until minimum is met
☐ Firm Commitment Underwriting

Offering Period: The offering will commence on or about [__/__/____] and will terminate on the earlier of: (i) [__/__/____]; (ii) the date on which the maximum offering amount is sold; or (iii) such earlier date as the issuer may determine in its sole discretion.

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THIS OFFERING IS BEING MADE PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933, AS AMENDED, FOR [TIER 1 / TIER 2] OFFERINGS.

[FOR TIER 2 OFFERINGS:] GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, THE ISSUER ENCOURAGES YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE ISSUER ENCOURAGES YOU TO REFER TO www.investor.gov.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SEC. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE SEC IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

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The date of this Offering Circular is [__/__/____].

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TABLE OF CONTENTS

Section	Page
Summary of the Offering	[____]
Risk Factors	[____]
Dilution	[____]
Plan of Distribution	[____]
Use of Proceeds	[____]
Description of Business	[____]
Description of Property	[____]
Management's Discussion and Analysis	[____]
Directors, Executive Officers, and Significant Employees	[____]
Compensation of Directors and Executive Officers	[____]
Security Ownership of Management and Certain Securityholders	[____]
Interest of Management and Others in Certain Transactions	[____]
Description of Securities Being Offered	[____]
Shares Eligible for Future Sale	[____]
Ongoing Reporting Obligations	[____]
Legal Matters	[____]
Experts	[____]
Where You Can Find More Information	[____]
Financial Statements	F-[____]

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ITEM 1: SUMMARY OF THE OFFERING

1.1 Company Overview

[________________________________] (the "Company," "we," "us," or "our") is a [________________________________] (state of organization) [corporation / limited liability company / limited partnership], formed on [__/__/____]. Our principal executive offices are located at [________________________________].

Business Summary:
[Provide a concise summary of the Company's business, products/services, target market, competitive advantages, and growth strategy. This section should give investors a clear understanding of what the Company does and why this offering is being conducted.]

[________________________________]
[________________________________]
[________________________________]

1.2 The Offering

Term	Detail
Securities Offered	[________________________________] shares of [________________________________]
Offering Price	$[________________________________] per share
Shares Outstanding Before Offering	[________________________________]
Shares Outstanding After Offering (Maximum)	[________________________________]
Minimum Purchase	[________________________________] shares ($[________________________________])
Maximum Offering Amount	$[________________________________]
Minimum Offering Amount	$[________________________________] (or "None")
Offering Period	[__/__/____] to [__/__/____]
Use of Proceeds	[Brief summary — see detailed section below]
Risk Factors	Investing involves a high degree of risk. See "Risk Factors" beginning on page [____]
Transfer Agent	[________________________________]
Escrow Agent (if applicable)	[________________________________]
Tier of Offering	☐ Tier 1 ☐ Tier 2

1.3 Selected Financial Data

	Year Ended [____]	Year Ended [____]
Total Revenue	$[________________________________]	$[________________________________]
Net Income (Loss)	$[________________________________]	$[________________________________]
Total Assets	$[________________________________]	$[________________________________]
Total Liabilities	$[________________________________]	$[________________________________]
Total Stockholders' Equity	$[________________________________]	$[________________________________]

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ITEM 2: RISK FACTORS

AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS OFFERING CIRCULAR BEFORE PURCHASING OUR SECURITIES. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, AND RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED. IN THAT EVENT, THE VALUE OF OUR SECURITIES COULD DECLINE, AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

2.1 Risks Related to the Company's Business

[Risk Factor Title]
[________________________________]

[Risk Factor Title]
[________________________________]

[Risk Factor Title]
[________________________________]

[Include all material risks specific to the Company's business, industry, operations, and competitive position. Common categories include:]

☐ Limited operating history / early-stage company
☐ Dependence on key personnel
☐ Competition from established companies
☐ Unproven business model or technology
☐ Customer concentration risk
☐ Supply chain dependencies
☐ Regulatory and compliance risks
☐ Intellectual property risks
☐ Need for additional capital
☐ Cybersecurity and data privacy risks

2.2 Risks Related to the Industry

[Risk Factor Title]
[________________________________]

[Risk Factor Title]
[________________________________]

2.3 Risks Related to this Offering and the Securities

No Public Market. There is currently no public trading market for our [securities]. There can be no assurance that an active market will develop or that shares will be tradeable at or above the offering price.
[________________________________]

Dilution. Investors in this offering will experience immediate and substantial dilution in the net tangible book value of their shares.
[________________________________]

Lack of Dividends. We do not anticipate paying dividends on our [securities] for the foreseeable future.
[________________________________]

Limited Voting Rights. [If applicable — describe any limitations on voting rights of the securities offered.]
[________________________________]

[FOR TIER 2 ONLY] Investment Limitations. Non-accredited investors are limited to investing no more than 10% of the greater of their annual income or net worth. We are not in a position to verify compliance with this limitation.
[________________________________]

Offering Price Determination. The offering price of $[____] per share was arbitrarily determined by management and does not necessarily bear any relationship to our assets, book value, earnings, or any other recognized criteria of value.
[________________________________]

Best Efforts Offering. [If applicable] This is a best efforts offering, meaning there is no guarantee that any minimum amount will be raised. We may use proceeds as received and investors may not receive a return.
[________________________________]

Forward-Looking Statements. This offering circular contains forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied.
[________________________________]

2.4 Risks Related to Regulation A+

SEC Qualification Does Not Imply Approval. The SEC's qualification of this offering statement does not constitute approval of the securities or a determination that this offering circular is accurate or complete.
[________________________________]

Ongoing Reporting Requirements. [For Tier 2] We will be subject to ongoing reporting obligations under Regulation A, including filing annual reports (Form 1-K), semiannual reports (Form 1-SA), and current reports (Form 1-U). Compliance with these requirements will entail additional costs.
[________________________________]

State Securities Law. [For Tier 1] This offering is subject to state blue sky laws. We must register or qualify the securities in each state where we intend to offer or sell, which may limit the jurisdictions available.
[________________________________]

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ITEM 3: DILUTION

3.1 Dilution Calculation

If you invest in our [securities], your ownership interest will be diluted to the extent of the difference between the offering price per share and the pro forma net tangible book value per share after the offering.

Net Tangible Book Value:

	Amount
Net tangible book value as of [__/__/____]	$[________________________________]
Net tangible book value per share before offering	$[________________________________]
Increase in net tangible book value per share attributable to new investors	$[________________________________]
Pro forma net tangible book value per share after offering (Maximum)	$[________________________________]
Dilution per share to new investors	$[________________________________]

3.2 Dilution Table

	Shares Owned	% of Total	Total Consideration	% of Total	Average Price Per Share
Existing stockholders	[____]	[____]%	$[____]	[____]%	$[____]
New investors (this offering)	[____]	[____]%	$[____]	[____]%	$[____]
Total	[____]	100%	$[____]	100%

3.3 Capitalization Table

	Actual (Pre-Offering)	Pro Forma (Post-Offering — Maximum)
Common Stock (shares authorized)	[________________________________]	[________________________________]
Common Stock (shares outstanding)	[________________________________]	[________________________________]
Preferred Stock (shares authorized)	[________________________________]	[________________________________]
Preferred Stock (shares outstanding)	[________________________________]	[________________________________]
Stock Options Outstanding	[________________________________]	[________________________________]
Warrants Outstanding	[________________________________]	[________________________________]
Convertible Securities	[________________________________]	[________________________________]
Fully Diluted Shares	[________________________________]	[________________________________]

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ITEM 4: PLAN OF DISTRIBUTION

4.1 Distribution Method

☐ Direct Offering by the Company — The Company will offer and sell the securities directly to investors without the use of an underwriter or broker-dealer.

☐ Underwritten Offering — The securities will be sold through [________________________________] (the "Underwriter"), a broker-dealer registered with FINRA.

☐ Best Efforts through Broker-Dealer — [________________________________] (the "Placement Agent") will serve as placement agent on a best efforts basis.

☐ Online Platform Offering — The securities will be offered through [________________________________], an online investment platform registered as a broker-dealer with FINRA.

☐ Selling Securityholders — Certain existing securityholders will sell shares in this offering (see Section 4.6 below).

4.2 Underwriter / Placement Agent Information

Field	Detail
Name	[________________________________]
Address	[________________________________]
CRD Number	[________________________________]
FINRA Member	☐ Yes ☐ No
Commission / Discount	[____]% of gross proceeds ($[________________________________])
Non-Accountable Expense Allowance	[____]% ($[________________________________])
Underwriter Warrants	[________________________________] shares at $[________________________________] per share
Lock-Up Period	[________________________________]

4.3 Offering Process

Subscription Process:

1. Potential investors must review this Offering Circular in its entirety.
2. Investors must complete and execute a Subscription Agreement.
3. Investors must deliver payment in the amount of the subscription.
4. [FOR TIER 2] Non-accredited investors must represent that their investment does not exceed 10% of the greater of their annual income or net worth.
5. The Company reserves the right to accept or reject subscriptions in whole or in part, in its sole discretion.
6. Accepted subscriptions will be confirmed in writing.

Minimum Investment: [________________________________] shares ($[________________________________])

Payment Method: [Check / Wire Transfer / ACH / Credit Card / Cryptocurrency — specify]
[________________________________]

4.4 Escrow Arrangements (If Minimum Offering Amount)

☐ Applicable — Minimum offering amount of $[________________________________]

All subscription funds will be deposited into an escrow account at:

Escrow Agent: [________________________________]
Escrow Bank: [________________________________]
Account Name: [________________________________]

Funds will be held in escrow until the minimum offering amount is received. If the minimum is not reached by [__/__/____], all funds will be promptly returned to investors without deduction, penalty, or interest.

☐ Not Applicable — No minimum offering amount

4.5 Testing the Waters (Rule 255)

☐ The issuer conducted "testing the waters" solicitations of interest prior to filing or qualification of this offering statement.

If checked, describe the nature of the solicitation activities and provide the following:

Date(s) of Solicitation: [________________________________]
Method(s): [________________________________]
Materials Used: [Attached as Exhibit [____]]
Number of Indications of Interest Received: [________________________________]
Legend Included: ☐ Yes — All materials included the required legend under Rule 255(b)

Required Legend for Testing the Waters Materials:
"NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED AND ANY OTHER CONDITIONS SHALL HAVE BEEN MET. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION. AN INDICATION OF INTEREST IN RESPONSE TO THIS SOLICITATION INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND."

4.6 Selling Securityholders (If Applicable)

Name	Position/Relationship	Securities Owned Before Offering	Securities to Be Sold	Securities Owned After Offering	% Owned After Offering
[________________________________]	[________________________________]	[____]	[____]	[____]	[____]%
[________________________________]	[________________________________]	[____]	[____]	[____]	[____]%

4.7 Offering Expenses

Expense Category	Amount
SEC Filing Fee	$[________________________________]
FINRA Filing Fee	$[________________________________]
State Blue Sky Fees (Tier 1)	$[________________________________]
Legal Fees and Expenses	$[________________________________]
Accounting and Audit Fees	$[________________________________]
Transfer Agent Fees	$[________________________________]
Printing and Distribution	$[________________________________]
Marketing and Advertising	$[________________________________]
Escrow Agent Fees	$[________________________________]
EDGAR Filing Fees	$[________________________________]
Miscellaneous	$[________________________________]
Total Estimated Offering Expenses	$[________________________________]

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ITEM 5: USE OF PROCEEDS

5.1 Intended Use of Net Proceeds

The net proceeds of this offering, after deducting estimated offering expenses of approximately $[________________________________] and underwriting discounts/commissions of approximately $[________________________________], are estimated to be approximately $[________________________________] (assuming maximum offering amount is sold).

We intend to use the net proceeds from this offering as follows:

Use of Proceeds	Amount	% of Net Proceeds
[________________________________]	$[________________________________]	[____]%
[________________________________]	$[________________________________]	[____]%
[________________________________]	$[________________________________]	[____]%
[________________________________]	$[________________________________]	[____]%
Working Capital and General Corporate Purposes	$[________________________________]	[____]%
Total	$[________________________________]	100%

Common categories include: product development, sales and marketing, capital expenditures, debt repayment, hiring, acquisitions, regulatory compliance, and working capital.

5.2 Priority of Use

If less than the maximum offering amount is raised, the Company intends to apply available proceeds in the following order of priority:

1. [________________________________]
2. [________________________________]
3. [________________________________]
4. [________________________________]
5. Working capital and general corporate purposes

5.3 Payments to Insiders

☐ A portion of the proceeds will be used to make payments to officers, directors, promoters, or their associates, as follows:

Recipient	Relationship	Purpose	Amount
[________________________________]	[________________________________]	[________________________________]	$[________________________________]

☐ No portion of the proceeds will be used to make payments to officers, directors, promoters, or their associates.

5.4 Proceeds Allocation Uncertainty

[If applicable:] The foregoing represents our current intentions based upon our present plans and business conditions. The actual allocation of net proceeds may differ from the estimates above depending on a number of factors, including changes in our operating plan, future revenue and expenses, and the amount of proceeds received. We reserve the right to change the use of proceeds as management deems necessary.

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ITEM 6: DESCRIPTION OF BUSINESS

6.1 General

Company Name: [________________________________]
Year Established: [________________________________]
State of Organization: [________________________________]
Principal Office: [________________________________]
Number of Employees: [________________________________] (full-time) / [________________________________] (part-time/contract)

6.2 Business Overview

[Provide a comprehensive description of the Company's business, covering at minimum the prior three fiscal years or since inception, whichever is shorter. Include:]

[________________________________]

6.3 Products and Services

[Describe all material products and/or services offered or under development:]

Product/Service	Description	Status	Revenue Contribution
[________________________________]	[________________________________]	☐ Active ☐ Development	$[________________________________]
[________________________________]	[________________________________]	☐ Active ☐ Development	$[________________________________]
[________________________________]	[________________________________]	☐ Active ☐ Development	$[________________________________]

6.4 Market Opportunity and Industry

[Describe the market opportunity, target market, industry trends, and addressable market size:]

[________________________________]

6.5 Competitive Advantages

[Describe the Company's competitive position and any sustainable competitive advantages:]

[________________________________]

6.6 Competition

[Identify principal competitors and the competitive landscape:]

[________________________________]

6.7 Intellectual Property

Type	Description	Registration No.	Status	Jurisdiction
☐ Patent	[________________________________]	[________________________________]	[________________________________]	[________________________________]
☐ Trademark	[________________________________]	[________________________________]	[________________________________]	[________________________________]
☐ Copyright	[________________________________]	[________________________________]	[________________________________]	[________________________________]
☐ Trade Secret	[________________________________]	[________________________________]	N/A	[________________________________]

6.8 Government Regulation

[Describe material government regulations affecting the Company's business:]

[________________________________]

6.9 Litigation

[Describe any material pending or threatened litigation, administrative proceedings, or governmental investigations:]

☐ There are no material pending legal proceedings.
☐ The following material legal proceedings are pending or threatened:

[________________________________]

6.10 Business Plan and Strategy

[Describe the Company's growth strategy, key milestones, and business plan for the next 12–24 months:]

[________________________________]

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ITEM 7: DESCRIPTION OF PROPERTY

[Describe the location and general character of the principal properties (owned or leased) that are material to the Company's operations:]

Property	Location	Owned/Leased	Size (sq. ft.)	Lease Expiration	Annual Cost
[________________________________]	[________________________________]	☐ Owned ☐ Leased	[____]	[__/__/____]	$[________________________________]
[________________________________]	[________________________________]	☐ Owned ☐ Leased	[____]	[__/__/____]	$[________________________________]

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ITEM 8: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

8.1 Overview

[Provide a discussion and analysis of the Company's financial condition and results of operations for each period for which financial statements are included. Cover the two most recently completed fiscal years (or since inception, if shorter).]

[________________________________]

8.2 Results of Operations

Fiscal Year Ended [____] Compared to Fiscal Year Ended [____]:

Revenue:
[________________________________]

Cost of Revenue / Cost of Goods Sold:
[________________________________]

Operating Expenses:
[________________________________]

Net Income (Loss):
[________________________________]

8.3 Liquidity and Capital Resources

[Discuss the Company's liquidity position, capital resources, and cash requirements:]

Cash and Cash Equivalents: $[________________________________] as of [__/__/____]

Sources of Liquidity:
[________________________________]

Material Cash Requirements:
[________________________________]

Anticipated Capital Expenditures:
[________________________________]

8.4 Plan of Operations

[For companies without significant revenue, describe the plan of operations for the next 12 months, including:]

[________________________________]

8.5 Trend Information

[Discuss any known trends, demands, commitments, events, or uncertainties that are reasonably likely to have a material effect on the Company's financial condition or results of operations:]

[________________________________]

8.6 Critical Accounting Policies

[Describe the Company's significant accounting policies and estimates:]

[________________________________]

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ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

9.1 Directors

Name	Age	Position	Term of Office	Approximate Hours/Week (if not full-time)
[________________________________]	[____]	[________________________________]	[________________________________]	[________________________________]
[________________________________]	[____]	[________________________________]	[________________________________]	[________________________________]
[________________________________]	[____]	[________________________________]	[________________________________]	[________________________________]

9.2 Executive Officers

Name	Age	Position	Term of Office	Approximate Hours/Week (if not full-time)
[________________________________]	[____]	[________________________________]	[________________________________]	[________________________________]
[________________________________]	[____]	[________________________________]	[________________________________]	[________________________________]
[________________________________]	[____]	[________________________________]	[________________________________]	[________________________________]

9.3 Significant Employees

Name	Age	Position	Approximate Hours/Week
[________________________________]	[____]	[________________________________]	[________________________________]

9.4 Biographical Information

[For each director and executive officer, provide a brief description of business experience during the past five years, including principal occupations and employment, the name and principal business of any corporation or other organization in which such occupation or employment was carried on, and whether such corporation or organization is a parent, subsidiary, or other affiliate of the Company:]

[Name]
[________________________________]

[Name]
[________________________________]

[Name]
[________________________________]

9.5 Family Relationships

☐ There are no family relationships among any of the directors or executive officers.
☐ The following family relationships exist among directors and/or executive officers:

[________________________________]

9.6 Involvement in Certain Legal Proceedings

Disclose whether any director or executive officer has, during the past five years, been involved in any of the following:

☐ Any bankruptcy petition filed by or against such person or any business of which such person was an officer or general partner
☐ Any conviction in a criminal proceeding or pending criminal proceeding (excluding traffic violations)
☐ Being subject to any order, judgment, or decree permanently or temporarily enjoining, barring, suspending, or otherwise limiting involvement in any type of business, securities, commodities, or banking activities
☐ Being found by a court, the SEC, or the CFTC to have violated a federal or state securities or commodities law
☐ None of the above apply

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ITEM 10: COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

10.1 Executive Compensation Table

For the most recently completed fiscal year, disclose the total compensation for the three highest-paid executive officers or directors whose total compensation exceeded $50,000:

Name & Position	Cash Compensation ($)	Other Compensation ($)	Total Compensation ($)
[________________________________]	$[________________________________]	$[________________________________]	$[________________________________]
[________________________________]	$[________________________________]	$[________________________________]	$[________________________________]
[________________________________]	$[________________________________]	$[________________________________]	$[________________________________]

10.2 Description of Compensation Arrangements

[Describe any employment agreements, bonus plans, equity incentive plans, deferred compensation, or other compensatory arrangements:]

[________________________________]

10.3 Director Compensation

Name	Fees Earned ($)	Stock Awards ($)	Option Awards ($)	Other ($)	Total ($)
[________________________________]	$[____]	$[____]	$[____]	$[____]	$[____]
[________________________________]	$[____]	$[____]	$[____]	$[____]	$[____]

10.4 Equity Incentive Plans

[Describe any equity incentive plans, including stock option plans, restricted stock plans, or other equity-based compensation:]

Plan Name	Securities Reserved	Granted	Exercised	Outstanding	Available
[________________________________]	[____]	[____]	[____]	[____]	[____]

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ITEM 11: SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

11.1 Beneficial Ownership Table

As of [__/__/____], the following table sets forth the beneficial ownership of the Company's voting securities by (i) each executive officer and director, (ii) all executive officers and directors as a group, and (iii) each beneficial owner of 10% or more of any class of the Company's voting securities:

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership	Percent of Class
[________________________________]	[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[________________________________]	[____]%
All directors and executive officers as a group ([____] persons)	[________________________________]	[________________________________]	[____]%

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ITEM 12: INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

12.1 Related-Party Transactions

[Describe any transactions since the beginning of the last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest:]

☐ There have been no related-party transactions meeting the disclosure threshold.
☐ The following related-party transactions have occurred or are proposed:

Related Person	Relationship	Nature of Transaction	Amount ($)	Terms
[________________________________]	[________________________________]	[________________________________]	$[________________________________]	[________________________________]

12.2 Conflicts of Interest

[Describe any actual or potential conflicts of interest between the Company and its officers, directors, or affiliates:]

[________________________________]

12.3 Policies Regarding Related-Party Transactions

[Describe any policies or procedures for the review, approval, or ratification of related-party transactions:]

[________________________________]

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ITEM 13: DESCRIPTION OF SECURITIES BEING OFFERED

13.1 General

The Company is offering [________________________________] shares of [________________________________] (the "Securities"). The following is a summary of the material terms of the Securities and the Company's organizational documents. This summary is not complete and is qualified in its entirety by reference to the Company's [Certificate of Incorporation / Articles of Organization / Partnership Agreement] and [Bylaws / Operating Agreement], copies of which are filed as exhibits to this offering statement.

13.2 Authorized Capital

Class of Security	Authorized	Outstanding (Pre-Offering)	Outstanding (Post-Offering — Max)
Common Stock, $[____] par value	[________________________________]	[________________________________]	[________________________________]
Preferred Stock, $[____] par value	[________________________________]	[________________________________]	[________________________________]

13.3 Common Stock

Voting Rights: [________________________________]

Dividend Rights: [________________________________]

Liquidation Rights: [________________________________]

Preemptive Rights: [________________________________]

Conversion Rights: [________________________________]

Redemption Provisions: [________________________________]

Anti-Dilution Provisions: [________________________________]

13.4 Preferred Stock (If Applicable)

Designation: [________________________________]

Voting Rights: [________________________________]

Dividend Rights: [________________________________]

Liquidation Preference: [________________________________]

Conversion Rights: [________________________________]

Redemption Provisions: [________________________________]

Protective Provisions: [________________________________]

13.5 Debt Securities (If Applicable)

Term	Detail
Principal Amount	$[________________________________]
Interest Rate	[____]% per annum
Payment Frequency	[________________________________]
Maturity Date	[__/__/____]
Security/Collateral	[________________________________]
Subordination	[________________________________]
Conversion Features	[________________________________]
Default Provisions	[________________________________]
Covenants	[________________________________]

13.6 Restrictions on Transfer

[Describe any restrictions on the transferability of the securities, including any legends that will appear on certificates:]

[________________________________]

13.7 Anti-Takeover Provisions

[Describe any provisions of the Company's charter, bylaws, or applicable law that could delay or prevent a change in control:]

[________________________________]

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ITEM 14: SHARES ELIGIBLE FOR FUTURE SALE

14.1 Lock-Up Agreements

[Describe any lock-up agreements or restrictions on the sale of securities by officers, directors, or existing stockholders:]

Party	Shares Subject to Lock-Up	Lock-Up Period	Release Conditions
[________________________________]	[________________________________]	[________________________________]	[________________________________]

14.2 Outstanding Securities Eligible for Sale

[Describe shares that may become eligible for sale in the public market following this offering, and the applicable restrictions:]

[________________________________]

14.3 Registration Rights

[Describe any registration rights held by existing securityholders:]

[________________________________]

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ITEM 15: ONGOING REPORTING OBLIGATIONS

Tier 1 Reporting

☐ Form 1-Z (Exit Report): The Company will file Form 1-Z with the SEC within 30 calendar days after termination or completion of the offering.

Tier 2 Reporting

☐ Form 1-K (Annual Report): Filed within 120 calendar days after the end of the fiscal year. Includes audited financial statements, updated business description, MD&A, and management/compensation disclosures.

☐ Form 1-SA (Semiannual Report): Filed within 90 calendar days after the end of the first six months of the fiscal year. Includes unaudited interim financial statements and interim MD&A.

☐ Form 1-U (Current Report): Filed within four (4) business days after the occurrence of specified triggering events, including:
- Entry into or termination of a material agreement
- Bankruptcy or receivership
- Changes in the issuer's certifying accountant
- Non-reliance on previously issued financial statements
- Changes in control of the issuer
- Departure of the principal executive officer, principal financial officer, or principal accounting officer
- Unregistered sales of 10% or more of outstanding equity securities
- Other events the issuer deems material

☐ Form 1-Z (Exit Report / Suspension of Reporting): Filed upon termination or completion of reporting obligations, subject to applicable conditions under Rule 257(d).

Reporting Suspension

The Company's Tier 2 reporting obligations may be suspended under Rule 257(d) after the Company has filed at least one annual report on Form 1-K, provided that: (i) the securities of each class to which the offering statement relates are held of record by fewer than 300 persons, or (ii) the securities of each class are held of record by fewer than 1,200 persons and the Company's total assets have not exceeded $10 million on the last day of each of its most recent three fiscal years.

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ITEM 16: LEGAL MATTERS

The validity of the securities offered hereby will be passed upon by [________________________________], [City, State], counsel to the Company.

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ITEM 17: EXPERTS

The financial statements included in this offering circular as of [__/__/____] and for the years then ended have been audited by [________________________________], an independent registered public accounting firm [or independent auditor], as stated in their report appearing herein. Such financial statements have been included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

[For Tier 1 offerings where audited financials are not required, modify accordingly:]

☐ The financial statements included in this offering circular have not been audited by an independent auditor. [Tier 1 offerings are not required to include audited financial statements unless the Company has already prepared them for other purposes.]

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ITEM 18: WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the SEC with respect to the securities offered hereby. This offering circular, which constitutes Part II of the offering statement, does not contain all of the information set forth in the offering statement and the exhibits and schedules thereto.

For further information about the Company and the securities offered hereby, reference is made to the offering statement and to the exhibits and schedules filed therewith. Statements contained in this offering circular regarding the contents of any contract or any other document are not necessarily complete, and in each instance, reference is made to the copy of such contract or document filed as an exhibit to the offering statement, each such statement being qualified in all respects by such reference.

The offering statement, including its exhibits and schedules, may be inspected without charge at the SEC's website at www.sec.gov. After qualification, we will be required to file [annual, semiannual, and current reports / an exit report] with the SEC, which will also be available at the SEC's website.

Company Contact Information:
[________________________________]
[________________________________]
[________________________________]
Telephone: [________________________________]
Email: [________________________________]

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PART F/S — FINANCIAL STATEMENTS

FINANCIAL STATEMENT REQUIREMENTS

Tier 1 Requirements

☐ Balance sheets as of the end of the two most recently completed fiscal years (or shorter period if in existence less than two years)
☐ Statements of comprehensive income for the two most recently completed fiscal years
☐ Statements of cash flows for the two most recently completed fiscal years
☐ Statements of changes in stockholders' equity for the two most recently completed fiscal years
☐ Notes to financial statements
☐ Interim financial statements if the balance sheet is dated more than nine (9) months before filing
☐ Audit: Not required (but may be included if available)

Tier 2 Requirements

☐ Balance sheets as of the end of the two most recently completed fiscal years (or shorter period if in existence less than two years)
☐ Statements of comprehensive income for the two most recently completed fiscal years
☐ Statements of cash flows for the two most recently completed fiscal years
☐ Statements of changes in stockholders' equity for the two most recently completed fiscal years
☐ Notes to financial statements
☐ Interim financial statements if the balance sheet is dated more than nine (9) months before filing
☐ Audit: Required — Financial statements must be audited in accordance with U.S. GAAS (AICPA) or PCAOB standards

Financial Statement Staleness Rules

Financial statements must be dated not more than nine (9) months before the date of non-public submission, filing, or qualification, with the most recent annual or interim balance sheet not older than nine months.

Independent Auditor Information (Tier 2)

Auditor Name: [________________________________]
Auditor Address: [________________________________]
PCAOB Registration Number (if applicable): [________________________________]
Auditing Standards Applied: ☐ U.S. GAAS (AICPA) ☐ PCAOB Standards

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[AUDITED / UNAUDITED] FINANCIAL STATEMENTS

[COMPANY NAME]

INDEX TO FINANCIAL STATEMENTS

Document	Page
Independent Auditor's Report	F-[____]
Balance Sheets as of [____] and [____]	F-[____]
Statements of Operations for the Years Ended [____] and [____]	F-[____]
Statements of Changes in Stockholders' Equity for the Years Ended [____] and [____]	F-[____]
Statements of Cash Flows for the Years Ended [____] and [____]	F-[____]
Notes to Financial Statements	F-[____]
Interim Financial Statements (if applicable)	F-[____]

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[Insert complete financial statements here]

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PART III — EXHIBITS

EXHIBIT INDEX

Exhibit No.	Description	Filed Herewith	Incorporated by Reference
1	Underwriting Agreement	☐	☐
2	Charter (Certificate of Incorporation / Articles of Organization)	☐	☐
3	Bylaws / Operating Agreement	☐	☐
4	Form of Subscription Agreement	☐	☐
5	Form of Lock-Up Agreement	☐	☐
6	Escrow Agreement	☐	☐
7	Material Contracts	☐	☐
8	Form of the Security (Stock Certificate / Note)	☐	☐
9	Testing the Waters Materials	☐	☐
10	Consent of Independent Auditor	☐	☐
11	Legal Opinion of Counsel	☐	☐
12	Consent of Counsel	☐	☐
13	Power of Attorney (if applicable)	☐	☐
14	[Other — Describe]	☐	☐
15	[Other — Describe]	☐	☐

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of [________________________________], State of [________________________________], on [__/__/____].

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[COMPANY NAME]

By: ___________________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

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This offering statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Name (Print)	Title	Date
___________________________	[________________________________]	Chief Executive Officer (Principal Executive Officer)	[__/__/____]
___________________________	[________________________________]	Chief Financial Officer (Principal Financial and Accounting Officer)	[__/__/____]
___________________________	[________________________________]	Director	[__/__/____]
___________________________	[________________________________]	Director	[__/__/____]
___________________________	[________________________________]	Director	[__/__/____]

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APPENDICES

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APPENDIX A: SUBSCRIPTION AGREEMENT (TEMPLATE)

SUBSCRIPTION AGREEMENT

[COMPANY NAME]
REGULATION A+ OFFERING — [TIER 1 / TIER 2]

Date: [__/__/____]

The undersigned (the "Subscriber") hereby subscribes for and agrees to purchase [________________________________] shares of [________________________________] (the "Securities") of [________________________________] (the "Company") at a price of $[________________________________] per share, for an aggregate subscription price of $[________________________________] (the "Subscription Amount").

Subscriber Information

Field	Information
Full Legal Name	[________________________________]
Address	[________________________________]
City, State, ZIP	[________________________________]
Email	[________________________________]
Phone	[________________________________]
SSN/TIN (last 4 digits)	[________________________________]
Date of Birth	[__/__/____]

Subscriber Representations and Warranties

The Subscriber represents and warrants:

☐ The Subscriber has received, read, and understands the Offering Circular dated [__/__/____] and all supplements thereto.

☐ The Subscriber is purchasing the Securities for the Subscriber's own account, for investment purposes only, and not with a view to distribution or resale.

☐ The Subscriber understands that the Securities involve a high degree of risk and that the Subscriber may lose the entire investment.

☐ The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment.

☐ The Subscriber can bear the economic risk of the investment, including the total loss of the investment.

Investor Status [Tier 2 Only]

☐ Accredited Investor — The Subscriber is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act. (Specify basis:)
[________________________________]

☐ Non-Accredited Investor — The Subscriber is not an accredited investor and represents that the aggregate purchase price of Securities purchased in this offering (including this subscription) does not exceed 10% of the greater of the Subscriber's: (a) annual income, or (b) net worth (excluding the value of the Subscriber's primary residence), calculated in accordance with Rule 251(d)(2)(i)(C).

• Annual Income: $[________________________________]
• Net Worth: $[________________________________]
• Total Investment in this Offering: $[________________________________]

Subscription Acknowledgments

☐ The Subscriber acknowledges that the SEC's qualification of the offering statement does not constitute approval of the merits of the offering or the accuracy of this Offering Circular.

☐ The Subscriber acknowledges that the Company may accept or reject this subscription in whole or in part, in its sole discretion.

☐ The Subscriber acknowledges that these Securities have not been registered under the Securities Act and may be subject to restrictions on transfer.

Subscriber Signature:

___________________________________________
Name: [________________________________]
Date: [__/__/____]

ACCEPTED BY THE COMPANY:

___________________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

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APPENDIX B: INVESTOR SUITABILITY QUESTIONNAIRE

Purpose

This questionnaire is used to evaluate whether a prospective investor meets the suitability standards for participation in this Regulation A+ offering.

Section 1: Personal Information

Full Legal Name: [________________________________]
Date of Birth: [__/__/____]
Citizenship: [________________________________]
Residency (State/Country): [________________________________]

Section 2: Financial Information

Category	Amount
Annual Gross Income (Current Year — Estimated)	$[________________________________]
Annual Gross Income (Prior Year)	$[________________________________]
Net Worth (Excluding Primary Residence)	$[________________________________]
Liquid Net Worth	$[________________________________]
Total Proposed Investment in this Offering	$[________________________________]

Section 3: Accredited Investor Status

Do you qualify as an accredited investor? ☐ Yes ☐ No

If yes, check all applicable criteria:

☐ Individual income exceeding $200,000 in each of the two most recent years (or joint income with spouse/spousal equivalent exceeding $300,000), with a reasonable expectation of the same for the current year

☐ Net worth (individually or jointly with spouse/spousal equivalent) exceeding $1,000,000, excluding the value of primary residence

☐ Holder of a Series 7, Series 65, or Series 82 license in good standing

☐ Director, executive officer, or general partner of the issuer

☐ Entity with total assets exceeding $5,000,000

☐ Other (specify): [________________________________]

Section 4: Investment Experience

☐ Stocks and bonds
☐ Mutual funds / ETFs
☐ Private placements
☐ Real estate investments
☐ Venture capital / startup investments
☐ Limited partnerships
☐ Options and derivatives
☐ Other: [________________________________]

Section 5: Risk Acknowledgments

☐ I understand this investment is speculative and involves a high degree of risk.
☐ I understand there may be no public market for these securities and they may be illiquid.
☐ I understand I may lose my entire investment.
☐ I have not been guaranteed any return on this investment.
☐ I have had the opportunity to ask questions and receive answers concerning the offering.

Signature: ___________________________________________
Date: [__/__/____]

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APPENDIX C: REGULATION A+ COMPLIANCE CHECKLIST

Pre-Filing Checklist

☐ Confirm issuer eligibility under Rule 251(b)
☐ Complete bad actor disqualification analysis (Rule 262)
☐ Select Tier 1 or Tier 2
☐ Engage qualified securities counsel
☐ Engage independent auditor (Tier 2 — required; Tier 1 — recommended)
☐ Engage transfer agent
☐ Prepare financial statements (two fiscal years, not more than nine months stale)
☐ Obtain audit of financial statements (Tier 2)
☐ Draft offering circular (Part II of Form 1-A)
☐ Compile exhibits (Part III of Form 1-A)
☐ Prepare Form 1-A Part I (Notification)
☐ Obtain EDGAR access codes (if not already registered)
☐ Prepare testing the waters materials (if applicable)
☐ Confirm compliance with state blue sky laws (Tier 1) or notice filing requirements (Tier 2)

Filing and Qualification Checklist

☐ File Form 1-A on EDGAR (public filing or non-public submission)
☐ Pay SEC filing fee
☐ Respond to SEC staff comments (if any)
☐ File amendments to Form 1-A as needed
☐ Obtain SEC qualification of the offering statement
☐ File final offering circular post-qualification
☐ Comply with state notice filing requirements (Tier 2)
☐ Comply with state registration requirements (Tier 1)

During the Offering

☐ Deliver offering circular to all investors prior to sale
☐ Collect executed subscription agreements
☐ Verify investor suitability (Tier 2 — non-accredited investor limits)
☐ Maintain escrow of funds (if minimum offering amount applies)
☐ File post-qualification amendments for material changes
☐ Comply with anti-fraud provisions (Rule 10b-5 and Section 17(a))
☐ File sales reports and supplements as required

Post-Offering / Ongoing Compliance

Tier 1:
☐ File Form 1-Z exit report within 30 calendar days after termination or completion

Tier 2:
☐ File Form 1-K annual report within 120 calendar days after fiscal year end
☐ File Form 1-SA semiannual report within 90 calendar days after the first six months of fiscal year
☐ File Form 1-U current reports within four (4) business days of triggering events
☐ File Form 1-Z exit report / suspension of reporting when eligible
☐ Maintain books and records in compliance with applicable requirements
☐ Monitor reporting suspension eligibility under Rule 257(d)

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APPENDIX D: TESTING THE WATERS — SOLICITATION OF INTEREST TEMPLATE

[COMPANY NAME]

SOLICITATION OF INTEREST — REGULATION A+ OFFERING

THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES.

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REQUIRED LEGEND (RULE 255(b)):

NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED.

NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN QUALIFIED AND ANY OTHER CONDITIONS SHALL HAVE BEEN MET. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION.

AN INDICATION OF INTEREST IN RESPONSE TO THIS SOLICITATION INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.

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Company: [________________________________]
Proposed Securities: [________________________________]
Estimated Offering Size: $[________________________________]
Estimated Price Range: $[____] to $[____] per [share/unit]

Company Description:
[________________________________]

Use of Proceeds (Estimated):
[________________________________]

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INDICATION OF INTEREST

If you are interested in receiving additional information about this potential offering, please provide the following:

Name: [________________________________]
Email: [________________________________]
Phone: [________________________________]

☐ I am interested in learning more about this offering when the offering statement is qualified.
☐ I understand that this is not a commitment to purchase securities.

Date: [__/__/____]

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APPENDIX E: KEY REGULATORY REFERENCES

Statutory and Regulatory Framework

Reference	Description
Securities Act of 1933, § 3(b)(2)	Authority for Regulation A exemption
JOBS Act of 2012, Title IV	Expanded Regulation A to create Regulation A+
17 CFR §§ 230.251–230.263	Regulation A rules
Rule 251	Scope of exemption, tier definitions, offering limits
Rule 252	Offering statement requirements
Rule 253	Offering circular requirements and delivery
Rule 254	Solicitation of interest / Testing the waters
Rule 255	Preliminary offering circulars
Rule 256	Continuous or delayed offerings
Rule 257	Periodic and current reporting requirements
Rule 258	Suspension of the exemption
Rule 259	Withdrawal or abandonment
Rule 260	Insignificant deviations from the terms and conditions
Rule 261	Definitions
Rule 262	Disqualification provisions
Rule 263	Consent to service of process
SEC Form 1-A	Offering statement (Parts I, II, III)
SEC Form 1-K	Annual report (Tier 2)
SEC Form 1-SA	Semiannual report (Tier 2)
SEC Form 1-U	Current event report (Tier 2)
SEC Form 1-Z	Exit report

Key SEC Guidance

• SEC Regulation A Page
• Regulation A: Guidance for Issuers
• Amendments to Regulation A: Small Entity Compliance Guide
• Investor.gov — Regulation A Information

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SOURCES AND REFERENCES

1. SEC, "Regulation A," https://www.sec.gov/resources-small-businesses/capital-raising-building-blocks/regulation
2. SEC, "Regulation A: Guidance for Issuers," https://www.sec.gov/resources-small-businesses/regulation-guidance-issuers
3. SEC, "Amendments to Regulation A: A Small Entity Compliance Guide," https://www.sec.gov/resources-small-businesses/small-business-compliance-guides/amendments-regulation-small-entity-compliance-guide
4. SEC, "Form 1-A," https://www.sec.gov/files/form1a.pdf
5. 17 CFR §§ 230.251–230.263 (Regulation A)
6. Securities Act of 1933, Section 3(b)
7. JOBS Act of 2012, Title IV
8. 17 CFR § 230.257 — Periodic and Current Reporting
9. Investor.gov, "Regulation A — Updated Investor Bulletin," https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins/updated-1
10. SEC, "Disqualification of Felons and Other Bad Actors," https://www.sec.gov/resources-small-businesses/small-business-compliance-guides/disqualification-felons-other-bad-actors-rule-506-offerings-related-disclosure-requirements

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This template is provided for informational and educational purposes only and does not constitute legal or financial advice. Securities offerings are subject to complex federal and state laws and regulations. The issuer must retain qualified securities counsel and an independent auditor (for Tier 2 offerings) before preparing and filing Form 1-A with the Securities and Exchange Commission. Failure to comply with applicable securities laws may result in civil and criminal liability. This template is intended for use by licensed attorneys assisting clients with Regulation A+ offerings.

Template prepared for ezel.ai — Legal Template Platform for Solo Practitioners

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