Regulation A+ is the clearest, most practical way for a growth-stage company to raise up to $75 million from the public in a single 12-month offering period. It's a federal securities exemption that lets you market broadly to both accredited and non-accredited investors, without the restrictions that come with a traditional IPO or a Reg D private placement.
Why Reg A+ and Not Something Else
Most founders looking at $75M think first about venture capital or a traditional IPO. Venture capital means giving up control and accepting a VC's timeline. A traditional IPO is expensive, slow, and realistically out of reach for most companies below $100M in revenue. Reg D 506(c) restricts you to accredited investors only, which sharply limits your investor pool and your marketing reach.
Reg A+ doesn't impose those constraints. You can advertise publicly, accept investments from everyday investors, and build a community of shareholders in the process. The SEC raised the Tier 2 ceiling to $75 million per 12-month period, a level that makes it genuinely competitive with early-stage institutional rounds.
What the Timeline Actually Looks Like
Plan for roughly 12 months as your offering window; that's the typical duration for a cost-effective Reg A+ capital raise. The process begins before that clock starts. You'll need a two-year US GAAP audit completed first, which for an early-stage company typically runs $25,000 to $40,000. Then your securities attorney prepares and files your Offering Circular with the SEC.
After filing, the SEC reviews and Qualifies your offering before you can accept money. The average time to Qualification after filing is about 50 days. Some offerings move faster, Manhattan Street Capital has had client offerings Qualified by the SEC in a matter of days. Once Qualified, your 12-month offering window opens and you can begin accepting investor funds publicly.
The Sequence of Service Providers, and Why It Matters
Getting the order right saves time and money. In a Reg A+, the first service provider you need is the auditor. You cannot file an Offering Circular without a completed two-year US GAAP audit, so that work has to start early. The auditor's report goes into the filing, which your securities attorney then prepares and submits to the SEC.
After Qualification, once you're cleared to raise money, your marketing agency becomes your most important partner. This is where most founders underestimate the commitment required. Raising $75M from retail investors takes serious, sustained advertising spend. There's no shortcut here. After the offering closes, transfer agents handle the ongoing work of managing a large investor base cleanly and at scale. Manhattan Street Capital introduces all of these service providers and advises clients on how to utilize each of them at the right stage.
The Honest Truth About Advertising Costs
This is where a lot of founders get a rude surprise, but it shouldn't be. Raising capital from retail investors requires marketing to retail investors, at volume. That means paid advertising: digital, social, email, potentially TV or radio depending on the audience. The cost is real, ongoing, and directly tied to how much capital you want to raise and how efficiently your campaigns are converting.
Some platforms imply you can run a successful offering on a minimal advertising budget. That's not accurate, and believing it leads to failed raises. The advertising spend required is usually the largest line item in a Reg A+ offering budget. It varies significantly by industry, offer terms, and the investor appetite for your story, but it is never small at the $75M level. Getting honest cost guidance upfront, before you commit, is essential.
Platform Fees and What They Actually Cover
Not all Reg A+ platforms are structured the same way on fees. Manhattan Street Capital does not charge percentage fees on the capital you raise; the platform fee structure is fixed, not a cut of your raise. This matters at scale: a percentage-based fee on $50M or $75M adds up to a very large number.
MSC has built its own proprietary back-end software for processing investments, with full analytics, marketing integration, and materially lower payment processing costs than competing platforms. The investor experience, from first click through completed investment, is smooth and trackable. Real-time analytics let the marketing team optimize campaigns against actual conversion data, not guesswork. That feedback loop is one of the concrete differences between platforms that just host your offering and platforms that are built to help you close it.
Should You Use a Broker-Dealer?
For most Reg A+ offerings, the answer is no. MSC recommends against using broker-dealers on Reg A+ raises; the exception is a Direct Listing to NASDAQ or NYSE in a strong IPO market, where underwriters can add value. Outside that scenario, involving a broker-dealer adds cost and introduces FINRA into your process. FINRA's review is slow and often delays SEC Qualification. Worse, FINRA severely limits the advertising an issuer can run to attract investors, a restriction that makes raising capital substantially more difficult and less efficient.
The goal is to get Qualified quickly and market aggressively to investors. A broker-dealer, in most Reg A+ contexts, works against both of those objectives.
Paths to Public Markets After Your Raise
Reg A+ isn't just a capital raise; it's also a path to public markets. A new startup can list on the OTCQB or OTCQX and trade on an Alternative Trading System through a Reg A+ offering. To list on NASDAQ or NYSE, a company needs at least two years of operating history, and PCAOB audits from the quarter before listing are required.
In a Reg A+ Direct Listing to NASDAQ or NYSE, no shares are sold during the listing event itself. Share sales take place during the offering period, prior to the Direct Listing. Once listed, there's immediate liquidity, though the depth of that liquidity depends heavily on how well-marketed the company is and how much investor interest the story generates [S7][S8][S9].
Ongoing Costs After Qualification
Raising capital doesn't end at SEC Qualification. Once your offering is live, expect two ongoing cost categories: SEC reporting requirements and continued marketing spend. Reg A+ Tier 2 issuers file annual, semiannual, and current event reports with the SEC; this is lighter than full Exchange Act reporting but still requires accounting and legal resources.
On the marketing side, the work continues for the duration of the offering. Campaigns need to be monitored, tested, and optimized. Investor inquiries need responses. MSC works actively with client companies and their marketing agencies throughout the offering to improve efficiency and reduce cost-per-dollar-raised over time. This isn't a set-it-and-forget-it process. It rewards companies that treat investor acquisition with the same discipline they'd apply to customer acquisition.
Canadian Companies and Reg D Options
Reg A+ is also available to Canadian companies looking to raise capital from US investors; MSC actively hosts and supports those offerings. For companies that need to reach only accredited investors, MSC also accepts Reg D 506(c) offerings (publicly advertised, accredited only) and Reg D 506(b) offerings (no general solicitation, up to 35 non-accredited investors) on its platform. These can be appropriate depending on the company's stage and investor relationships, though they don't offer the same broad public marketing reach that makes Reg A+ powerful at the $75M level.
Key Numbers at a Glance
| Data Point | Figure |
|---|---|
| Reg A+ Tier 2 annual raise limit | $75 million |
| Typical offering duration | ~12 months |
| Average SEC Qualification time after filing | ~50 days |
| Fastest Qualification for MSC client offerings | A few days |
| Typical 2-year US GAAP audit cost (early-stage) | $25,000, $40,000 |
| TestTheWaters™ monthly cost | $10,000/month (two-month service) |
Audit cost range based on MSC's experience with early-stage issuers. Qualification time data reflects SEC review patterns for Reg A+ filings [S2].
Ready to raise growth capital?
Raising $75M isn't complicated; it's just underestimated. Here's how Manhattan Street Capital gets you through it, straight:
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Get the right structure, not just a pitch. Talk to us about whether Reg A+, Reg D (506(b)/506(c)), or Reg S fits your raise. We've chosen not to offer Reg CF, our focus is on the offerings that give growth companies the most workable economics and the broadest reach, in the U.S. and internationally.
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Get a realistic plan, not just a listing page. We give you upfront, honest guidance on the timelines and the ongoing advertising and marketing spend a raise actually requires, since many platforms understate this. We work with you and your marketing agency to make that spend as efficient as possible.
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Get a coordinated team, not a stitched-together process. We introduce and help you manage auditors (usually the first provider you'll need), securities attorneys, specialized marketing agencies, transfer agents to handle large numbers of investors smoothly, escrow providers, and other specialists as needed.
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Launch on infrastructure built to close, not just host. We handle the back-end software, investor experience, analytics and marketing integration, AML checks, and accreditation verification, all while keeping legal, audit, marketing, and investor communications moving in sync.
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Keep more of what you raise. In Reg A+ offerings, a broker-dealer is optional, and using one often adds cost and slows things down since FINRA review tends to be slow and can restrict advertising. The main exception is an IPO uplist to NASDAQ/NYSE in a strong market, where underwriters can add real value. We also don't charge percentage fees, unlike many competitors whose overall economics get materially more expensive once marketing spend is included.
What to expect: SEC qualification often takes around 60 days after filing, sometimes as fast as two weeks, and a cost-effective Reg A+ raise typically runs about 12 months after qualification to reach full funding.
Ready to get started? Email us at [email protected], and Manhattan Street Capital will walk you through the next steps.
