Form 253G2 Files Dataset

The Form 253G2 Files Dataset is a structured corpus of every Form 253G2 EDGAR submission — the offering circulars and offering-circular supplements that Regulation A issuers file under Rule 253(g)(2) of the Securities Act of 1933 when their post-qualification disclosure substantively differs from the version most recently on file. Each record captures one 253G2 submission as a metadata.json filing-header document plus the as-filed primary HTML circular or supplement, materialized inside an accession-numbered folder. Filers are the Regulation A issuers themselves — Tier 1 and Tier 2 operating companies, real-estate funds, and REIT-style vehicles — filing under their own CIK no later than five business days after first use of the revised circular. Coverage starts in November 2015, a few months after the JOBS Act Title IV "Regulation A+" rules took effect on June 19, 2015, and runs to the present, packaged as monthly ZIP containers with file types HTML, JSON, TXT, and PDF.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset contains every Form 253G2 submission accepted by EDGAR from November 2015 forward. Form 253G2 is the EDGAR submission type used to file an offering circular, or an offering-circular supplement, under Regulation A of the Securities Act of 1933, specifically when Rule 253(g)(2) applies. Rule 253(g)(2) governs the post-qualification filing of an offering circular that materially differs from, or substantively adds to, the version most recently on file, and it requires the issuer to file the new circular no later than five business days after first use following qualification. The form is therefore the vehicle by which issuers keep their live, public Regulation A offering disclosure current after the SEC has qualified the underlying Form 1-A offering statement.

In practice, 253G2 records fall into two content shapes:

• Full revised offering circulars that replace the previously qualified circular in its entirety.
• Targeted supplements that update a discrete subset of the disclosure — most commonly per-share net asset value updates for Regulation A real-estate funds, status updates on the offering, additions or amendments to risk factors, extensions or terminations of the offering, business-plan or asset-management updates, refreshed interim financial information, and changes in directors or executive officers.

Because Regulation A is the principal small-issuer exemption that allows public solicitation up to the Tier 2 cap, the filer population skews heavily toward emerging-growth operating companies and Regulation A real-estate funds rather than Exchange Act reporting companies. The dataset is distributed as one ZIP archive per calendar month; each ZIP expands into accession folders, and each accession folder is one record.

Content Structure of a Single Record

What one record represents

One record is a single Form 253G2 EDGAR submission, materialized on disk as an accession-numbered folder containing two artifacts: a metadata.json describing the filing and the primary offering-circular (or offering-circular supplement) document the issuer filed under Rule 253(g)(2) of Regulation A. The accession folder name is the 18-digit, dash-stripped EDGAR accession number, and it sits inside a YYYY-MM/ folder that groups all 253G2 filings accepted in a given calendar month. Each accession folder is one record. A record therefore captures both the filing-header structured metadata and the as-filed disclosure document for one specific 253G2 submission.

Physical structure of a single record

Each accession folder contains two named entries under the standard layout:

1. metadata.json — the filing-level structured metadata, always present.
2. One primary .htm document — the Form 253G2 offering circular or supplement, wrapped in EDGAR's SGML document envelope.

The metadata.json enumerates every document the issuer originally submitted to EDGAR through its documentFormatFiles[] array, which can include the 253G2 HTML, one or more GRAPHIC image entries, and a trailing complete-submission .txt bundle. The dataset retains only the primary 253G2 HTML on disk. Image binaries (JPEG, GIF, PNG) embedded in offering circulars are intentionally excluded, and the redundant complete-submission text bundle is not duplicated alongside its constituent HTML. The file types found in the dataset are HTML, JSON, TXT, and PDF; in the modern post-2017 era nearly every primary disclosure is delivered as .htm, with .txt and .pdf artifacts appearing only in older filings or unusual issuer submissions.

Primary-document filenames are issuer- or filing-agent-supplied and inconsistent across records. Common patterns include form253g2.htm, <issuer-or-ticker>_253g2.htm, tm<job#>d<seq>_253g2.htm (Toppan Merrill), ea<job#>-253g2_<issuer>.htm (Edgar Agents), e<job#>_253g2.htm, and ad-hoc names such as supplementrule253-16sept2025.htm or <issuer>-form253g2-<period>-nav.htm.

metadata.json schema and meaningful fields

The metadata document carries the canonical filing identifiers, issuer-entity descriptors, and pointers back to EDGAR for every component of the original submission. Meaningful fields:

• formType — always "253G2" for this dataset.
• accessionNo — the dashed EDGAR accession (e.g. 0001104659-25-104144); the same value, dashes stripped, names the folder.
• filedAt — ISO-8601 timestamp with eastern-time offset, recording the EDGAR acceptance moment.
• description — human label, commonly "Form 253G2 -".
• id — 32-character hexadecimal record identifier.
• linkToFilingDetails — SEC archive URL of the primary HTML document.
• linkToTxt — SEC archive URL of the full-submission .txt bundle.
• linkToHtml — SEC archive URL of the EDGAR filing index page.
• linkToXbrl — empty string for 253G2 (the form does not carry inline XBRL).
• documentFormatFiles[] — array describing every document in the original EDGAR submission, with sequence, size (bytes, as string), documentUrl, description, and type. For 253G2 the type field takes values 253G2, GRAPHIC, or a single space (the trailing complete-submission text). This array is the audit trail for what the issuer submitted, even though graphic exhibits and the complete-submission .txt are not stored on disk.
• dataFiles[] — empty for 253G2 (no XBRL, no data exhibits).
• seriesAndClassesContractsInformation[] — empty for 253G2 (the form is not used by registered investment companies whose contracts and series identifiers populate this block).
• entities[] — the filer-entity array, normally a single object containing:
  • companyName — filer name with "(Filer)" suffix.
  • cik — filer CIK as a numeric string.
  • irsNo — IRS employer identification number ("000000000" when not disclosed).
  • fileNo — EDGAR file number, always in the Regulation A 024-XXXXX series for 253G2.
  • filmNo — SEC film number assigned at acceptance.
  • fiscalYearEnd — MMDD (e.g. 1231, 0630).
  • stateOfIncorporation — two-character state or province code (DE, A1 for Alberta, etc.).
  • act — the Securities Act under which the filing is made; "33" (1933 Act) for 253G2.
  • sic — Standard Industrial Classification code with description (e.g. "6798 [Real Estate Investment Trusts](https://www.investor.gov/introduction-investing/investing-basics/investment-products/real-estate-investment-trusts-reits)").
  • type — mirrors formType.
  • tickers[] — present when the filer is publicly quoted.

The fileNo is the durable cross-reference key: every Reg A offering carries a single 024- series file number that appears prominently in the offering-circular header and links each 253G2 supplement back to the qualified Form 1-A and to all sibling 253G filings (1-A, 253G1, 253G2, 253G3, [253G4](https://www.sec.gov/info/edgar/forms/edgform.pdf)) for the same offering.

The primary HTML document and its SGML envelope

The primary .htm document is wrapped in EDGAR's SGML document envelope. The wrapper begins with <DOCUMENT>, <TYPE>253G2, <SEQUENCE>1, <FILENAME>..., <DESCRIPTION>253G2, and <TEXT> lines, then opens the issuer's HTML payload (<HTML><HEAD><TITLE></TITLE></HEAD><BODY ...>), and closes with </BODY></HTML></TEXT></DOCUMENT>. The envelope is the same lightweight SGML wrapper EDGAR places around every primary document; consumers that want clean HTML must strip the leading SGML tags and the trailing closing tags.

Inside the HTML body the disclosure follows recognizable Regulation A conventions, but because Form 253G2 is not item-numbered like a Form 10-K, structure is driven by the document's narrative rather than mandated section headings.

Supplement-style records

A typical Form 253G2 supplement opens with a right-aligned regulatory header reading Filed pursuant to Rule 253(g)(2) together with the File No. 024-XXXXX that matches entities[0].fileNo in the metadata. A centered title block then identifies the document as SUPPLEMENT [NO. N] DATED <DATE> followed by [TO THE] OFFERING CIRCULAR DATED <DATE>, frequently with a hyperlink back to the previously qualified offering circular on sec.gov. The issuer's name appears prominently, followed by a brief paragraph explaining that the document supplements a previously qualified offering circular and identifying the underlying offering. A bulleted enumeration of the supplement's purpose typically follows, then the substantive body of the supplement, then a signature block, and often a Safe Harbor Statement paragraph addressing forward-looking statements.

Full-circular records

A full revised offering circular replicates the disclosure architecture of a Form 1-A Part II offering circular: cover page with the offering summary; risk factors; dilution; plan of distribution; use of proceeds; description of business; description of property; management's discussion and analysis of financial condition and results of operations; 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; securities being offered; and financial statements (audited annuals plus interim periods where applicable). Because 253G2 is used for substantive post-qualification changes, full circulars filed under this form preserve the same item-driven layout that the Reg A Offering Circular Format requires under Form 1-A, with updated content reflecting the substantive change that triggered the filing.

Recurring disclosure body content

Across both supplement and full-circular variants, the body content recurrently includes:

• Identification of the securities being offered (class, series, par value or LLC interest description, voting rights, conversion or redemption features).
• The offering price, minimum investment, maximum offering amount, and offering period; or, for NAV-driven REIT supplements, a per-share price update keyed to the new NAV.
• Risk factors specific to the issuer's industry, capital structure, management team, and the offering itself. Supplements often add or amend a discrete subset of risk factors rather than restating the full list.
• Use of proceeds, frequently presented as a tabular allocation across categories such as offering expenses, working capital, debt repayment, acquisitions, and reserves, sometimes with multiple scenarios keyed to subscription levels.
• Issuer financial information: audited financial statements for full circulars, refreshed interim or quarterly financial statements for many supplements, and NAV calculation tables for Reg A real-estate funds whose Rule 253(g)(2) cadence is driven by per-share NAV updates.
• A signature block bearing the issuer's name, the signatory's name and title (typically chief executive officer or principal financial officer), and the date of execution. This is the formal Reg A signature required of the issuer for any offering-circular supplement.
• An optional Safe Harbor Statement paragraph addressing forward-looking statements, especially in supplements that include business updates or projections.

HTML formatting varies materially by filing agent. Toppan Merrill and Edgar Agents typically emit hand-rolled <P>- and <TABLE>-based markup with explicit alignment and font tags. Workiva/Wdesk-emitted documents, identifiable from a <!-- Document created using Wdesk --> header comment, use dense flat <div> and <font> layouts driven by inline styles rather than nested tables. Issuer-direct filings deviate further with arbitrary class names and inline CSS.

How Rule 253(g)(2) shapes content and timing

Rule 253(g)(2) is the substantive trigger for the form, and it shapes records in three concrete ways. First, the rule is invoked only when the offering circular contains a substantive change from or material addition to the previously filed circular, which is why supplement-style filings dominate the dataset and tend to be tightly scoped to the change at hand (NAV update, risk-factor addition, offering-termination notice, financial-information refresh). Second, the rule imposes a five-business-day post-first-use deadline, so filedAt timestamps cluster shortly after issuers begin distributing the updated circular to investors, and supplements frequently bear a "Dated" line in the cover block reflecting the use date rather than the filing date. Third, because Rule 253(g)(2) presupposes that the offering has already been qualified, every record cross-references a qualified Form 1-A through the 024-XXXXX file number, and the body text universally identifies the date of the original offering circular it is supplementing. The dataset's content is therefore an incremental, post-qualification disclosure stream layered on top of a separately filed Form 1-A.

What is included and what is excluded

Included in the on-disk record:

• The full metadata.json with all filing identifiers, issuer-entity descriptors, EDGAR cross-links, and the documentFormatFiles[] audit trail of the original submission.
• The full SGML-wrapped primary HTML document containing the offering circular or supplement narrative, tables, and signature block.

Excluded from the on-disk record but referenced through the metadata:

• GRAPHIC exhibits (logos, charts, photographs, NAV waterfall illustrations) embedded inline in the offering circular — the metadata documentFormatFiles[] lists them but the binary image files are not stored, so image references inside the HTML may resolve to missing local assets while the textual disclosure remains complete.
• The complete-submission .txt bundle that EDGAR generates as a concatenation of all submitted documents — referenced through linkToTxt and documentFormatFiles[], but not redundantly stored, since its content is fully represented by the primary HTML plus metadata.
• Structurally separate from the record but conceptually related: the qualified Form 1-A offering statement, any prior 253G filings (253G1, 253G2, 253G3, 253G4) for the same 024- file number, and any subsequent post-qualification amendments. These are reachable through the file-number cross-reference but live in their own EDGAR submissions and their own dataset records.

Structural and format evolution since November 2015

Regulation A was substantially amended by the SEC's 2015 Regulation A+ rulemaking, which took effect on June 19, 2015 and created the modern Tier 1 / Tier 2 framework along with the post-qualification filing rules in Rule 253(g). Form 253G2 in its current form is a product of that rulemaking, and the dataset's coverage starts in November 2015, only a few months after the rule's effective date. As a consequence, the form's structural definition has been stable across the dataset's full history: every record carries the same 253G2 form type, the same 024- Reg A file-number convention, and the same Rule 253(g)(2) header citation. There has been no introduction of new mandatory items, schedules, or structured-data requirements for the form since 2015.

What has evolved more visibly is filing-agent practice and HTML production tooling. Earlier filings in the 2015-2017 window are more likely to use simpler, table-and-paragraph HTML with explicit font tags, while filings from 2019 onward show increasing penetration of Workiva/Wdesk-emitted markup and standardized agent-rendered templates from Toppan Merrill and Edgar Agents. The subject-matter mix has also shifted toward NAV-update supplements from Regulation A real-estate funds, which now contribute a recurring, formulaic supplement style that updates per-share NAV figures on a periodic cadence; these supplements were a small share of early filings and have grown materially as the Reg A REIT and real-estate fund universe matured. None of this changes the form's required content — it changes only the typography, length, and predominant subject matter of the disclosure documents in the record set.

Interpretation and extraction notes

• The filedAt timestamp records EDGAR acceptance, not the "Dated" line on the cover of the supplement; the latter typically corresponds to first use and may precede filedAt by up to five business days under Rule 253(g)(2).
• The entities[] array is almost always single-entry because Reg A offerings are filed by one issuer, but the schema permits multiple entries; consumers should iterate rather than hard-code index zero.
• fileNo is the durable cross-reference key linking a 253G2 supplement back to the original Form 1-A and to all sibling 253G filings for the same offering. Two 253G2 records sharing a fileNo should be read as a chronological sequence of post-qualification updates, with each later filing presumed to supersede earlier overlapping disclosure unless the supplement explicitly preserves prior content.
• Image-stripping means that any extraction pipeline that depends on rendering the HTML faithfully will encounter broken image references; text and tabular content are intact, but charts, photographs, and visual NAV waterfalls present only as graphics will be missing.
• Record size variance is wide. A short NAV update or offering-termination notice can fit in one or two paragraphs of HTML, while a full revised offering circular with embedded financial statements routinely runs dozens to hundreds of HTML pages. The packaging is uniform regardless.
• Because the primary document is delivered inside an SGML envelope, downstream HTML parsers should strip the leading SGML header lines and the trailing </TEXT></DOCUMENT> markers before handing the payload to a standards-compliant HTML parser; otherwise the SGML tags will be interpreted as unknown elements.
• For full-circular records, the financial statements section is plain narrative HTML with embedded <TABLE> markup rather than tagged data; reconstructing the line items requires HTML-table parsing, not XBRL extraction.

Who Files or Publishes This Dataset, and When

Who files

Form 253G2 is filed by the Regulation A issuer itself, under its own EDGAR CIK and company name. The issuer must already be in post-qualification status: the SEC must have previously issued a notice of qualification on its Form 1-A offering statement. Pre-qualification updates flow through Form 1-A/A, not 253G2.

The filer population covers:

• Tier 1 issuers (offerings up to $20 million per 12 months).
• Tier 2 issuers (offerings up to $75 million per 12 months, raised from $50 million by 2020 amendments). Tier 2 produces most 253G2 filings because it preempts state Blue Sky review.
• Operating companies, real-estate issuers, REIT-style vehicles, and other Regulation A-eligible entities organized in and principally based in the U.S. or Canada. Investment companies, blank-check companies, and Rule 262 bad-actor disqualified issuers are excluded. Exchange Act reporting companies have been permitted to use Tier 2 since the 2020 amendments.

Underwriters, placement agents, online investment platforms, broker-dealers, selling securityholders, and investors are not filers, even when described in the offering circular. Each record represents one Form 253G2 submission attributed to the issuer's CIK.

When the record is created

Form 253G2 is the EDGAR cover used to file an offering circular under Rule 253(g)(2) (17 CFR 230.253(g)(2)). The trigger has three elements:

1. The issuer is using, in connection with sales in its qualified Regulation A offering, an offering circular or supplement that contains substantive changes from or additions to the most recently filed circular.
2. The change is not a "fundamental change" (which would require a post-qualification amendment to Form 1-A instead).
3. The issuer files the document so the EDGAR record matches what investors are actually receiving.

Deadline. Rule 253(g)(2) requires the filing no later than five business days after first use of the revised circular — that is, the first time it is delivered to investors, posted to the offering platform, or otherwise distributed. The clock runs from first use, not from internal approval or from the qualification date.

Cadence. There is no periodic schedule. Filings are purely event-driven; an issuer may file zero, one, or many 253G2s during an offering's life. Continuous offerings under Rule 251(d)(3) often produce a stream of 253G2 filings interleaved with 253G3 filings.

The filed document may be either a standalone supplement (e.g., updated price, closing date, subscription terms, selling-securityholder list, or new risk factor) or a complete restated offering circular that incorporates all prior supplements plus the new changes. Either format satisfies Rule 253(g)(2). Amendments to a prior 253G2 are filed as 253G2/A under the same five-business-day rule.

Important distinctions

• 253G1 vs 253G2 vs 253G3. All three are post-qualification offering-circular covers under Rule 253(g):
  • 253G1 — circular used in selling does not differ substantively from the version on file at qualification.
  • 253G2 — circular substantively differs from the prior filing, but the change is not fundamental.
  • 253G3 — periodic update for continuous or delayed offerings under Rule 251(d)(3), including the annual financial-statement refresh.
• 253G2 vs Form 1-A POS. A fundamental change — material change in the type of securities, restructuring of the offering, addition of new securities, or new risk factors that alter the offering's basic character — cannot be filed on 253G2. It requires a post-qualification amendment (1-A POS) and SEC re-qualification before sales resume.
• 253G2 vs Form 1-A/A. 1-A/A is a pre-qualification amendment; once the offering is qualified, post-qualification updates use 253G2, 253G3, or 1-A POS depending on the trigger.
• Reg A vs Rule 424(b). Form 253G2 is the Regulation A analog of a Rule 424(b) prospectus supplement. Registered offerings on S-1, S-3, S-11, F-1, etc. use 424(b), not 253G2.
• Tier 2 periodic reports are separate. Tier 2 issuers also file 1-K (annual), 1-SA (semiannual), 1-U (current event), and 1-Z (exit). None of these trigger or substitute for a 253G2.
• Earliest records. The Rule 253(g) cover-form structure was introduced with the JOBS Act Title IV "Regulation A+" rules effective June 19, 2015. No 253G2 filings exist before that date; the earliest EDGAR records are from late 2015.
• Withdrawn offerings. If the issuer ceases sales or withdraws the offering, no further 253G2s are required. Tier 2 issuers may file Form 1-Z to terminate reporting; this is outside the 253G2 dataset.

How This Dataset Differs From Similar Datasets or Filings

Several nearby SEC filings cover the same offering universe or perform similar disclosure-delivery roles, and they are routinely confused with 253G2. The closest comparisons are the other 253G submission types, the Form 1-A offering statement family, the Reg A ongoing-reporting forms, the registered-offering analogue Form 424(b), and the adjacent exempt-offering disclosures Form D and Form C.

Form 253G1

253G1 is filed under Rule 253(g)(1) when the post-qualification offering circular is identical to the version the SEC qualified. 253G2 is its mirror image: filed under Rule 253(g)(2) when the circular reflects a substantive change or addition, with a five-business-day clock running from first use. Same issuer population, same document type, opposite continuity signal. Use 253G1 to reconstruct the "as qualified" circular; use 253G2 to track post-qualification revisions.

Form 253G3

253G3 is the Reg A pricing supplement, filed under Rule 253(g)(3) to supply terms (price, share count, plan-of-distribution details) that were omitted from the qualified circular under Rule 253(b). It is narrow and terms-focused. 253G2 is broader: it can revise risk factors, financials, use of proceeds, or any other narrative disclosure, but is not the vehicle for first-time disclosure of omitted pricing. Model deal economics from 253G3; track substantive disclosure change from 253G2.

Form 1-A, 1-A/A, and 1-A POS

Form 1-A is the full offering statement filed before qualification, with Part I issuer data, Part II offering circular, and Part III exhibits. 1-A/A amends pre-qualification; 1-A POS is a post-qualification amendment used when changes are material enough to require re-qualification under Rule 252(f). 253G2 sits below this threshold: it supplements rather than re-qualifies, is not staff-reviewed in the same manner, and contains only the revised circular rather than the full Part I-III structure. A complete view of investor-facing disclosure requires combining the qualified 1-A with each subsequent 253G1/G2/G3 and any 1-A POS.

Form 1-K, 1-SA, 1-U (Reg A ongoing reporting)

These are the Tier 2 annual, semiannual, and current reports under Rule 257, parallel to 10-K/10-Q/8-K for registered issuers. They share issuers with 253G2 but cover the post-offering lifecycle, not the offering itself. 253G2 is event-driven offering-stage disclosure and does not satisfy Rule 257 periodic obligations.

Form 424(b) prospectus supplements

424(b) is the registered-offering counterpart to 253G2: a post-effectiveness supplement to a Securities Act registration statement (S-1, S-3, F-1). The regimes are mutually exclusive per offering. 424(b) operates under Section 5 registration; 253G2 operates under the Section 3(b)(2) Regulation A exemption, which caps Tier 2 offerings at USD 75 million in a 12-month period under Rule 251(a)(2). Filer populations skew accordingly, with Reg A concentrated in smaller and emerging issuers. Build supplement pipelines from both, but do not treat them as interchangeable.

Form D and Form C

Form D is a short structured notice for Rule 504 and Rule 506 private placements under Regulation D. It contains no offering circular, no risk factors, and no financials, only issuer identification, exemption claimed, and offering size. Form C is the narrative disclosure for Regulation Crowdfunding offerings under Section 4(a)(6), intermediated through funding portals and capped well below Reg A. Both sit under different exemptions, size caps, and intermediation regimes than Reg A. Only 253G2 captures post-qualification substantive changes to a Reg A offering circular.

Boundary summary

253G2 is narrow on three axes. It is a single filing type (the Rule 253(g)(2) supplement), not the qualified baseline (1-A), the no-change confirmation (253G1), or the pricing supplement (253G3). It is event-driven, triggered by substantive change and first use, not periodic. It is offering-stage, with no overlap with 1-K/1-SA/1-U or with the registered-offering Rule 424 regime. The dataset is the right primary source for one specific question: what substantive disclosures were added, removed, or revised in a Reg A offering circular after qualification but before or during sales.

Who Uses This Dataset

The dataset is consumed by a narrow set of professionals who track post-qualification updates to live Regulation A offering circulars.

Securities lawyers

Issuer counsel benchmark peer supplements to gauge what changes trigger a 253G2 and how to draft risk-factor amendments, pricing supplements, and plan-of-distribution updates. They focus on the cover page, "Purpose of this Supplement" preamble, amended risk factors, use-of-proceeds tables, and signature block. Investor-side and plaintiffs' counsel reconstruct the offering document as it stood on a given sale date by chaining the original 1-A, intervening 253G2s, and any 253G1/253G3 filings to support Section 12(a)(2) and anti-fraud claims.

Broker-dealer compliance and Reg A advisors

Compliance officers at selling-agent broker-dealers and Reg A platforms confirm that the circular delivered to investors matches the most recent EDGAR filing. They monitor filing date, accession number, CIK, and supplement body for pricing, suitability, escrow, and Blue Sky changes. Reg A consultants use supplement frequency as a workload signal for staffing and renewal practice.

Non-traded REIT and alternative-asset analysts

Analysts covering non-traded REITs, real estate funds, private credit vehicles, and operating-company Reg A issuers treat 253G2s as the primary disclosure source between annual 1-Ks. They extract NAV updates, distribution rate changes, share repurchase plan modifications, acquisition disclosures, leverage changes, and sponsor fee revisions to drive portfolio, distribution-coverage, and capital-raise pacing models.

NAV and pricing analysts

A specialized workflow targets non-traded REITs and interval-style Reg A funds that publish transaction prices through 253G2s. Pricing analysts extract effective dates, new per-share NAV, methodology narrative, and concurrent repurchase plan changes to build NAV time series, premium/discount tracking, and yield calculations. The monthly or quarterly cadence on these vehicles produces a clean panel indexed by CIK and filing date.

Due-diligence vendors

Independent diligence firms serving broker-dealers, RIAs, and family offices assemble full filing histories per issuer. Their analysts read the cover page for offering economics, related-party sections for conflicts, risk factors for post-qualification changes, and signature blocks to verify officer sign-off. They benchmark supplement frequency and substance against peers in the same asset class.

Crowdfunding and Reg A platform operators

Platform legal and product teams ingest the metadata feed (CIK, accession, filing date, form type) as the event trigger for refreshing offering documents shown to investors before order acceptance. They use comparable supplements from competing offerings to design version control, change logs, and investor re-confirmation flows.

Policy staff and academic researchers

Researchers studying small-issuer capital formation use the dataset as a structured corpus of post-qualification disclosure. Filing-date series, CIK, and form-type metadata support supplement-frequency statistics and time-to-amendment distributions. Risk-factor and use-of-proceeds text feeds textual analysis of Tier 1 versus Tier 2 disclosure, while linking 253G2 cadence to 1-K, 1-SA, 1-U, and 253G3 filings supports studies of offering completion and amendment patterns.

Data engineers and quant researchers

Engineers build retrieval pipelines, full-text indexes, and structured-extraction models on the JSON metadata and HTML/TXT/PDF bodies. Typical outputs include change-detection between sequential supplements per CIK, automated extraction of pricing and NAV updates, and entity resolution linking 253G2s to the underlying 1-A and downstream 1-K. The corpus also serves as a tightly scoped genre for fine-tuning and evaluating document-understanding and RAG systems.

Self-directed investors

Accredited and non-accredited investors evaluating a Reg A offering read the supplement preamble, revised risk factors, dilution and use-of-proceeds tables, and any updated financials to see what changed before subscribing, rather than relying on issuer marketing pages.

Across these roles, the load-bearing fields are consistent: cover page, supplement preamble, amended risk factors, use of proceeds, financial statements, NAV and pricing updates, and the signature block. Metadata (CIK, accession number, form type, filing date) anchors the pipelines that link each supplement back to its qualification and forward to subsequent periodic filings.

Specific Use Cases

The Form 253G2 dataset supports a small set of concrete workflows tied to post-qualification Regulation A disclosure. Each use case below maps to specific record components.

1. Reconstruct the offering circular as of a given sale date

Plaintiffs' counsel and investor-side advisors building a Section 12(a)(2) or anti-fraud theory need the disclosure that was actually in front of investors on a specific subscription date. Group all records sharing an entities[0].fileNo (the 024-XXXXX Reg A file number), order them by filedAt, and stitch the qualified Form 1-A circular with each intervening 253G1, 253G2, and 253G3 to assemble the operative document on date X. The supplement preamble ("Purpose of this Supplement") and amended risk-factor / use-of-proceeds sections in each 253G2 body identify exactly which paragraphs were superseded.

2. Build a per-share NAV and transaction-price time series for non-traded Reg A REITs

Non-traded REITs and Reg A real-estate funds republish per-share NAV through 253G2 supplements on a monthly or quarterly cadence. Filter the dataset to issuers with entities[0].sic of 6798 (REITs) or related real-estate SICs, parse the supplement's NAV table and effective-date line, and key the extraction by cik plus filedAt. The output is a clean panel of effective date, new per-share NAV, methodology paragraph, and any concurrent share-repurchase-plan change, suitable for premium/discount tracking and distribution-yield calculations.

3. Trigger investor-facing document refresh on Reg A platforms

Crowdfunding and Reg A platform operators (selling-agent broker-dealers, online portals) consume the metadata.json feed as an event stream. A new accession folder under a watched cik in the latest YYYY-MM/ ZIP fires a workflow that pulls linkToFilingDetails, replaces the cached offering circular shown at checkout, and forces investor re-confirmation when the supplement body alters pricing, suitability, or escrow terms. accessionNo, filedAt, and formType are the load-bearing fields; the HTML body drives the change-log shown to subscribers.

4. Detect substantive disclosure deltas between sequential supplements

Diligence vendors and quant researchers run change-detection across the chronological sequence of 253G2s sharing one fileNo. Strip the SGML envelope from each .htm, segment the body by recurring headings (Risk Factors, Use of Proceeds, Plan of Distribution, Management, Financial Statements), and diff section by section against the prior supplement and the underlying 1-A. The output flags newly added risk factors, revised use-of-proceeds allocations, sponsor-fee changes, and leverage-policy amendments, which feed peer-benchmark reports and red-flag queues.

5. Monitor offering-status events: terminations, extensions, and officer changes

Reg A consultants and broker-dealer compliance teams watch for narrowly scoped supplements that announce offering terminations, extensions of the offering period, or changes in directors and executive officers. These records are short, identifiable from the supplement preamble bullet list, and confirmed by the signature block (signatory name, title, execution date). Indexing on cik and filedAt produces a per-issuer event log that drives renewal practice staffing and Blue Sky filing updates.

6. Benchmark supplement drafting against peer issuers

Issuer counsel preparing a 253G2 pull comparable supplements filed by peers in the same sic and similar offering size. The cover-page header (Filed pursuant to Rule 253(g)(2), File No. 024-XXXXX, "Dated" line), the preamble framing, the structure of amended risk factors, and the signatory's title in the signature block become drafting templates. Filtering by stateOfIncorporation and sic narrows the comparison set to legally and operationally relevant precedents.

7. Measure post-qualification amendment frequency for capital-formation research

Policy staff and academics studying Regulation A use the dataset as a structured corpus of post-qualification activity. Aggregating filedAt by fileNo yields the number and timing of supplements per qualified offering; joining to sibling 1-A, 1-K, 1-SA, and 1-U records via the 024- file number supports studies of time-to-first-amendment, supplement-frequency distributions by issuer type, and correlations between amendment cadence and offering completion. The dataset's coverage from November 2015 forward gives a near-complete history of the modern Reg A+ regime.

8. Train and evaluate document-understanding models on a tightly scoped genre

The corpus is a uniform population of short, regulation-driven supplements plus occasional full circulars, all wrapped in EDGAR's SGML envelope. Engineers use it to fine-tune and evaluate extraction models for offering-document fields (price, share count, NAV, use-of-proceeds line items, signatory and date) and to benchmark RAG pipelines that link a supplement back to its qualified 1-A. The metadata's documentFormatFiles[] array provides supervised structure, and the consistent 253G2 form type avoids the noise of mixed-form training sets.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-253g2-files.json

Returns dataset metadata (name, description, last updated timestamp, earliest sample date, total records and size, form types, container format, and file types), the full dataset download URL, and the list of available container files. Each container entry includes its key, size, record count, last updated timestamp, and download URL. This endpoint does not require an API key and can be polled to detect which containers were updated in the most recent refresh, allowing selective downloads on a daily basis.

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6956-80a0-8111e7a8f072",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-253g2-files.zip",
        

          4
            "name": "Form 253G2 Files Dataset",
        

          5
            "updatedAt": "2026-04-25T02:56:53.599Z",
        

          6
            "earliestSampleDate": "2015-11-01",
        

          7
            "totalRecords": 5076,
        

          8
            "totalSize": 241944712,
        

          9
            "formTypes": ["253G2"],
        

          10
            "containerFormat": "ZIP",
        

          11
            "fileTypes": ["HTML", "JSON", "TXT", "PDF"],
        

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-253g2-files/2026/2026-03.zip",
        

          15
                "key": "2026/2026-03.zip",
        

          16
                "size": 13818783,
        

          17
                "records": 154,
        

          18
                "updatedAt": "2026-04-25T02:56:53.599Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-253g2-files.zip?token=YOUR_API_KEY

Downloads the complete Form 253G2 Files dataset as a single ZIP archive covering all filings from November 2015 to present. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-253g2-files/2026/2026-03.zip?token=YOUR_API_KEY

Downloads one monthly container archive instead of the full dataset. Use the key values from the index response to construct other container URLs. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Form 253G2, the EDGAR submission type used to file an offering circular or offering-circular supplement under Rule 253(g)(2) of Regulation A of the Securities Act of 1933. It is the post-qualification cover used when the circular substantively differs from, or materially adds to, the version most recently on file.

What does one record in this dataset represent?

One record is a single Form 253G2 EDGAR submission, materialized as an accession-numbered folder containing a metadata.json filing-header document and the primary .htm offering circular or supplement wrapped in EDGAR's SGML document envelope. Accession folders sit inside YYYY-MM/ parents that group all 253G2 filings accepted in a given calendar month.

Who is required to file Form 253G2?

The Regulation A issuer itself files, under its own EDGAR CIK, once the SEC has qualified its Form 1-A. Tier 1 issuers (offerings up to $20 million per 12 months) and Tier 2 issuers (offerings up to $75 million per 12 months) both use the form; Tier 2 produces most filings. Underwriters, placement agents, broker-dealers, online platforms, and investors are not filers, even when described in the offering circular.

When must Form 253G2 be filed?

Rule 253(g)(2) requires the filing no later than five business days after first use of the revised circular — the first time it is delivered to investors, posted to the offering platform, or otherwise distributed. There is no periodic schedule; filings are purely event-driven, triggered by substantive but non-fundamental changes to the qualified disclosure.

How does Form 253G2 differ from Form 253G1 and Form 253G3?

253G1 covers the case where the post-qualification circular is identical to the version the SEC qualified, 253G2 covers substantive non-fundamental changes, and 253G3 is the narrow pricing supplement that fills in terms (price, share count, plan-of-distribution details) omitted under Rule 253(b). Use 253G1 for the "as qualified" baseline, 253G2 for tracking substantive disclosure change, and 253G3 for deal economics.

What file format is the dataset distributed in?

The dataset is packaged as monthly ZIP container files. File types inside are HTML (the primary 253G2 document, SGML-wrapped), JSON (the per-record metadata.json), and occasionally TXT and PDF for older or unusual filings. Image binaries and the EDGAR complete-submission .txt bundle are excluded but referenced through the metadata.

What time period does the dataset cover?

Coverage starts on November 1, 2015, a few months after the JOBS Act Title IV "Regulation A+" rules took effect on June 19, 2015, and runs to the present. The form's structural definition has been stable across this window, so every record carries the same 253G2 form type and the same 024- Reg A file-number convention.