The Library · No. 02

Regulation A+ Tier II

For the Retail, Digital-First Investor

Sometimes called the “mini-IPO”: an SEC-qualified offering that opens institutional-grade instruments to everyday investors — with audited disclosure, ongoing reporting, and a $1,000 front door.

01

What Reg A+ Is

Regulation A+ is an exemption modernized by the JOBS Act that lets companies offer securities to the general public — not just accredited investors — after the SEC “qualifies” an offering statement (Form 1-A). Tier 2 permits up to $75 million in a rolling 12-month window, preempts state-by-state blue-sky registration, and requires audited financials plus ongoing reports.

Non-accredited individuals may generally invest up to 10% of the greater of income or net worth per offering — a structural guardrail built into the rule itself.

Form 1-A · SEC qualificationAudited financialsOngoing 1-K / 1-SA reportingState preemption
02

Who It’s For

The retail investor the JOBS Act intended to include: individuals building fixed income inside ordinary brokerage and retirement accounts, who were historically excluded from private credit by accreditation walls and six-figure minimums.

Canine Capital’s 2027 Retail vintage is designed digital-first — education before subscription, The Bond Shop’s learn-first flow, and retirement-account compatibility on the perpetual Growth series.

Tier 2 Ceiling
$0M
Per rolling 12 months
Retail Guardrail
0%
Of income or net worth, per offering (non-accredited)
CC Entry
$0
2027 Retail minimum
Planned Coupons
14.0%
Retail A & B · 10.5% perpetual C
03

Testing the Waters

Before qualification, Reg A+ allows a company to gauge interest publicly — “testing the waters.” That is the stage Canine Capital’s 2027 Retail series are in today: an interest period, not a sale.

Required Notice — Testing the WatersCanine Capital is “testing the waters” under Regulation A under the Securities Act of 1933. This process allows companies to determine whether there may be interest in an eventual offering of its securities. The company is not under any obligation to make an offering under Regulation A. No money or other consideration is being solicited, and if sent in response, will not be accepted. No offer to buy securities can be accepted and no part of the purchase price can be received until an offering statement filed with the SEC has been qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance given after the date of qualification.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 involves no obligation or commitment of any kind. Read the full disclosure →
04

At Canine Capital

The 2027 Retail vintage — Series Retail A (3-year), Retail B (5-year), and Retail C (perpetual Growth, IRA-eligible from $10,000) — is planned under Reg A+ Tier II from Canine Capital Private Fund II, LLC, with a $1,000 minimum and the same dual-asset discipline as the institutional vintage.

Join the interest list to be notified at qualification; education and roster terms are open to everyone today.

2027 Retail A · B · CFrom $1,000IRA-eligible perpetual seriesInterest period — Est. 2027

Private credit, retail door.

Read the roster now; subscribe only after SEC qualification. Education first is the whole point.