A Reg A+ raise is not the NASDAQ listing.

A company can complete a Reg A+ offering and still be a long way from being ready for NASDAQ.

That distinction matters.

A Reg A+ offering is a capital-raising process. A NASDAQ listing is an exchange listing process with its own quantitative, governance, disclosure, shareholder, and market requirements. Completing one does not automatically satisfy the other.

At Manhattan Street Capital (MSC), we see companies focus heavily on completing the raise and then discover that the work required for the exchange comes from a different set of requirements.

The practical way to think about this is in three stages:

1. Qualify and execute the Reg A+ offering.
2. Build the financial, governance, shareholder, and operating infrastructure needed for a public company.
3. Meet the specific NASDAQ initial listing standard that applies to the company.

The second stage is where much of the real preparation occurs.

This article is educational information, not legal or investment advice. A company should work with qualified securities counsel on its specific eligibility and listing requirements.

Start with the NASDAQ standard, not the marketing plan.

NASDAQ Capital Market companies must satisfy the general initial listing requirements and at least one of the applicable financial standards. The current rules include a minimum $4 bid price, at least 1 million unrestricted publicly held shares, at least 300 round-lot holders, and at least three registered and active market makers. At least 50% of the required round-lot holders generally must each hold at least $2,500 of unrestricted securities.

The financial standards then add another layer.

This is an important correction to a common assumption: there is not one universal financial threshold for every company seeking NASDAQ Listing.

The applicable standard depends on the company's circumstances. It's necessary to confirm which standard the company qualifies under before management builds a plan around a particular set of numbers.

What a Reg A+ company carries forward

A Reg A+ raise can give a company useful preparation for public markets, but it does not turn the company into a NASDAQ-listed issuer.

For Tier 2, the SEC requires audited financial statements and ongoing reporting. Tier 2 offerings can raise up to $75 million in a 12-month period. Tier 1 is limited to $20 million in a 12-month period and has a different state securities law framework.

That means a company coming out of a Reg A+ process may already have experience with:

• audited financial reporting, particularly under Tier 2
• SEC disclosure requirements
• a large number of individual shareholders
• investor communications
• transfer-agent and investment-processing workflows
• ongoing corporate compliance

Those are useful foundations. They are not substitutes for NASDAQ's own listing requirements.

The difference becomes clearer when you look at governance and reporting.

The financial reporting step is bigger than most founders expect

A company preparing for an exchange listing needs financial reporting that can withstand much more scrutiny and operate on a tighter recurring schedule.

NASDAQ also has corporate governance requirements covering matters such as board independence, audit committees, compensation oversight, director nominations, related-party transactions, and codes of conduct. Nasdaq's current Rule 5605 generally requires a majority-independent board, and an audit committee of at least three members with specified independence and financial-literacy requirements, subject to the applicable rules and exemptions.

This is where preparation well before the listing application pays off.

A board that has operated informally as a private-company board may need a substantially more disciplined structure. Accounting procedures that worked when the company produced financial information periodically may not be sufficient once the company is operating under public-company reporting expectations.

The company should not wait until the listing application is being assembled to discover these gaps.

Public float deserves special attention.

One of the most important recent Nasdaq rule changes came into effect on April 11, 2025.

For companies listing in connection with an initial public offering, Nasdaq's rules require the applicable market value of unrestricted publicly held shares to be satisfied from the offering proceeds. This matters to a company that has accumulated shares through earlier financing rounds.

The existence of a large number of existing shareholders does not by itself mean that the company has satisfied every public-float requirement for an exchange listing. Restricted shares, founder holdings, prior private placements, the nature of the listing transaction, and the applicable Nasdaq rule all matter.

This is one of the places where a simplistic “raise first, uplist later” plan can break down.

The public float analysis should be performed early enough that the company can understand what the proposed listing transaction needs to accomplish.

Shareholder count is not the same as shareholder qualification

Reg A+ can create a substantial retail shareholder base. That can be valuable operating infrastructure, but management should not assume that every shareholder counts the same way for every NASDAQ test.

For the Nasdaq Capital Market, the current initial listing rules require at least 300 round-lot holders, with the additional $2,500 unrestricted-securities test generally applying to at least half of them.

This is more precise than saying, “We have thousands of shareholders, so we're covered.”

The cap table needs to be analyzed against the exchange's definitions.

This is also why accurate shareholder records matter. We have built investment-processing technology at Manhattan Street Capital that integrates investment data and analytics into the operating process of a raise. That infrastructure is useful because clean investor records become increasingly important as the company moves toward public-market requirements.

Governance has to become a system.

Exchange readiness is not just a matter of adding independent directors at the last minute.

NASDAQ's governance rules address board independence, executive sessions, audit committee composition, audit committee responsibilities, compensation committee requirements, director nominations, codes of conduct, and related-party transaction oversight.

The practical question is whether those responsibilities are already functioning, with documented processes, before the listing application.

A company should be able to answer straightforward questions such as:

• Who has responsibility for financial reporting oversight?
• How does the audit committee operate?
• How are related-party transactions reviewed?
• What is the company's insider-trading policy?
• How are material developments reviewed for disclosure?
• Which board members meet the applicable independence standards?

The list is not complicated. Establishing the system and operating it consistently is the work.

The transfer agent and shareholder infrastructure matter too

Public-market readiness extends beyond the boardroom.

NASDAQ rules include requirements related to securities being eligible for direct registration, subject to the applicable exceptions.

That makes transfer-agent coordination and accurate shareholder records part of the listing preparation, not an administrative detail to solve after the fact.

The company should make sure its records, share classes, CUSIP information, transfer-agent processes, and electronic settlement capabilities are organized before the listing timetable becomes compressed.

The same principle applies to investor communications. A company moving from a Reg A+ investor community into a public-company environment needs a repeatable system for announcements, financial reporting, shareholder questions, and investor relations.

Do not confuse the capital-raising timeline with the listing timeline

There is no honest one-size-fits-all number for the time from a Reg A+ offering to a NASDAQ listing.

At Manhattan Street Capital (MSC), our planning figure for the entire capital-raise lifecycle, start to finish, is about 18 months for a cost-effective execution. A Reg A+ offering itself is typically open for up to 12 months once live, and we generally use about 12 months as the figure for the period from SEC Qualification to fully funding a Reg A+ offering. Those figures describe the raise lifecycle. They are not a guarantee of the time required for a subsequent NASDAQ listing.

Of course, the time needed to raise capital depends on the company situation. NewsMax raised their whole $75 million Reg A+ in three weeks, because they had a strong tie to their audience, and a cost effective way to market to the audience. And when underwriters are engaged and on the ball, they can raise a large part or all of the capital and the actual raise process takes three weeks, typically.

When a company raises capital online via Reg A+ without an underwriter, and when the investor and other numbers meet the NASDAQ requirements, then the option to make a NASDAQ Direct Listing using Reg A+ opens up, and underwriters are not needed.

The listing timetable depends on factors such as the applicable NASDAQ standard, operating history, financial statements, public float, governance readiness, application review, and the company's particular transaction structure.

The better approach is to work backward from the desired listing date and identify every requirement that must be satisfied first.

Where Manhattan Street Capital (MSC) fits

We do not raise capital for companies. We assist companies in their own effort to raise capital.

For a company working through a Reg A+ offering, we coordinate and introduce the service providers it needs, including securities attorneys, auditors, marketing agencies, and, in some situations, broker-dealers. We also help clients use those providers effectively.

The order matters. In a typical Reg A+ process, the auditor comes first, followed by the securities attorney and then the marketing agency.

When a company is considering a future exchange listing, the same discipline applies. The Reg A+ process should be built with an understanding that financial reporting, shareholder records, governance, and operating systems need to remain usable as the company grows.

The point is not to promise a NASDAQ listing. The point is to avoid discovering at the end of the raise that the company has built a capital-raising process that does not support the next level of public-market requirements.

The real test is readiness, not the word “public”

A Reg A+ offering and a NASDAQ listing are related, but they are not the same event.

The useful test is whether the company can move from fundraising mode into public-company operating mode without rebuilding its financial, governance, shareholder, and disclosure systems from scratch.

That requires more than a successful raise.

It requires clean financials, a qualifying operating history where applicable, sufficient public float, the right shareholder distribution, functioning governance, accurate shareholder infrastructure, and a clear understanding of the exact Nasdaq standard the company must satisfy.

At Manhattan Street Capital, that is how we think about the transition. The Reg A+ raise is one part of the process. The quality of the company built around that raise determines how prepared it is for the public market that comes next.

The best next step is to email [email protected], and we'll take it from there.