What a Reg A+ Raise Really Involves

Most companies approaching a Reg A+ offering for the first time underestimate the operational complexity involved. This is not a crowdfunding campaign. A Reg A+ offering involves SEC filing and qualification, a two-year US GAAP audit, securities attorney work, transfer agent setup, ongoing SEC reporting obligations, and a sustained marketing effort that typically runs around 12 months to raise capital cost-effectively.

The advisory layer is what holds all of that together. A platform that hands a company a portal login and leaves it to figure out the rest is not an advisory service. The right advisor introduces a company to the right service providers in the right sequence and helps the company understand how to work with each effectively throughout the process.

Why Sequencing Matters More Than Most Platforms Admit

The order in which a company engages service providers directly affects cost and timeline. The auditor comes first. Without a completed two-year US GAAP audit, a securities attorney cannot file a complete Offering Circular with the SEC. For an early-stage company, that audit typically runs $12,000 to $40,000. Once the audit is underway, the securities attorney drafts and files the Offering Circular. Once SEC Qualification is in progress, the marketing agency becomes the critical point of contact.

Get this sequence wrong, and a company loses months and money. We introduce clients to every service provider a Reg A+ raise requires- auditors, securities attorneys, marketing agencies, transfer agents, and broker-dealers in the rare instance that they are appropriate- and we advise clients on how to work with each one effectively. That hands-on sequencing guidance is one of the clearest distinctions between working with us and working with a platform that simply processes investments.

Marketing Costs: Where Most Platforms Understate the Reality

This is where most Reg A+ platforms fail issuers. Some imply, sometimes state directly, that minimal marketing spend is needed, or that their existing investor base will do the heavy lifting. That is not accurate. Raising meaningful capital through a Reg A+ offering requires sizable, sustained marketing spend. The amount depends on how much a company is raising, how efficiently its marketing converts prospects, and how compelling it is to investors.

We give clients real cost guidance up front on what it takes to successfully market an offering. That can be uncomfortable to hear early in the process, but it is far less costly than running out of runway six months into a raise because the marketing budget was underestimated. Marketing costs are an ongoing line item, not a one-time launch expense, and we work continuously with client companies and their marketing agencies to improve efficiency over the life of the offering.

Fee Structure: No Percentage Fees

This distinction matters. We do not charge a percentage of the capital a client raises. Many competing platforms charge a percentage of funds raised, which creates a meaningful cost drag as a raise scales. Our platform fees are structured differently and are materially lower than those of the main competing platforms.

That said, no responsible advisor should suggest that running Reg A+ offering is inexpensive overall. The costs are real: the audit, legal fees, marketing spend, transfer agent fees, and ongoing SEC reporting costs all add up. What we offer is an accurate cost projection from the beginning, so companies can plan and budget properly rather than discovering costs mid-raise.

Proprietary Technology Built for Scale

We built our own back-end system for processing investments, with full analytics, marketing integration, and low-cost payment processing for issuer companies. This is not a white-labeled third-party solution. The system is designed to keep the investor experience smooth and efficient at scale, which matters because a successful Reg A+ raise usually involves thousands of individual investors.

Full analytics means the issuer and its marketing team can see what is working and adjust in real time. Marketing integration means campaign data and investor conversion data talk to each other. Low-cost payment processing means less friction for investors completing an investment and fewer fees eating into the capital raised. These are operational details that compound into a real difference over a 12-month offering.

SEC Qualification Timeline: What to Expect

For a well-prepared Reg A+ filing, SEC Qualification typically takes about 60 days after the Form 1-A is filed (assuming fast, thorough responses to SEC comment letters).

That said, it can be faster: we've seen the SEC Qualify Reg A+ offerings in as little as 1–2 weeks in four of our clients' cases. Timing varies based on how "clean" and conventional the filing is, and how quickly the company and its attorneys turn around revisions.

A practical way to plan is:

• Audit (critical path): ~15–90 days (and the Form 1-A can't be filed until the required audited financials are completed, two years audited if the company has operated that long)
• SEC review to Qualification after filing: ~60 days typical, 1–2 weeks best case

One important caveat: involving a broker-dealer in an offering brings FINRA into the process, and FINRA moves slowly. FINRA involvement regularly delays SEC Qualification and severely restricts the advertising an issuer can run to attract investors, these restrictions make raising capital substantially harder. We recommend against using broker-dealers on Reg A+ offerings, with one exception: a Reg A+ IPO to the NASDAQ or NYSE in a strong IPO market, where underwriters can genuinely add value.

Paths to Secondary Markets and Exchanges

A new startup can go public on the OTCQB or OTCQX and list on an Alternative Trading System through a Reg A+ offering. To list on the NASDAQ or NYSE, a company needs two years of operating history and PCAOB audits from the quarter before listing. We introduce corporate clients to all of these secondary market options, OTCQB, OTCQX, ATS-type venues, and the major exchanges, and we advise on which path fits a company's stage and goals.

In a Reg A+ Direct Listing to NASDAQ or NYSE, no shares are sold during the listing event itself. Share sales happen as capital is raised, before the listing. Once the listing is complete, there is immediate liquidity, though the depth of that liquidity depends heavily on how well the company has been marketed and how much genuine investor interest has been built during the offering period.

Canadian Companies and Additional Offering Types

We accept Reg A+ offerings from Canadian companies and are experienced navigating the cross-border considerations involved.

For companies that want to validate investor interest before committing to a full Reg A+ filing, we offer a TestTheWaters™ service (optional) at $10,000 per month for two months. This lets companies gauge real investor appetite, refine their messaging, and make a more informed decision about whether and how to proceed, before incurring the full cost of Qualification.

Rod Turner's Advisory Role

Rod Turner is a capital-raising advisor and consultant and the founder and CEO of Manhattan Street Capital, focused on helping mature startups and mid-sized companies raise growth capital, especially using Regulation A+.

Here's what Rod (and we) actually do for companies. We advise on what tends to work in online capital-raising marketing (based on real-world patterns from many offerings), and what tends not to work. We guide the overall Reg A+ process from preparation through SEC Qualification and fundraising execution.

We introduce and help manage the required service providers, typically auditors first, then securities attorneys, then marketing agencies (and also transfer agents, etc.), and coordinate the whole team so it runs like an integrated project. We help companies plan realistic budgets and timelines, including the fact that ongoing marketing spend is usually sizable, and that a cost-effective Reg A+ raise is typically about 12 months post-Qualification to fully fund.

For companies evaluating Reg A+ platforms, the right question is not which platform has the most brand recognition. It is the advisory service that will give an accurate picture of what success actually requires and then help execute it. The best next step is to email [email protected], and we will take it from there.