Strategic Differences Tier 1 and Tier 2
Tier 1 and Tier 2 issuers are requiered to file balance sheets and related financial statements for the two previous fiscal year ends (or for such shorter time that they have been in existence).
If you have financial statements that are audited in accordance with either the auditing standards of the American Institute of Certified Public Accountants (AICPA) (referred to as U.S. Generally Accepted Auditing Standards or GAAS) or the standards of the Public Company Accounting Oversight Board (PCAOB), you can use them to file a Tier 2 offering.
Tier 1 and Tier 2 issuers must include financial statements in Form 1-A that are dated not more than nine 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. If interim financial statements are required, they must cover a period of at least six months.
Financial statements for U.S.-domiciled issuers will be required to be prepared in accordance with U.S. GAAP, as is currently the case.
Financial statements in a Tier 1 offering are not required to be audited. Issuers in Tier 1 offerings that do not provide audited financial statements must label their financial statements as unaudited.
If a Tier 1 offering has already obtained an audit of its financial statements for other purposes, and that audit was performed in accordance with U.S. GAAS or the standards of the PCAOB, and the auditor followed the independence standards of either Rule 2-01 of Regulation S-X or the independence standards of the AICPA, then those audited financial statements must be filed. The auditor need not be registered with the PCAOB.