Reg A+ and Reg D are two separate regulatory exemptions from SEC registration, but they serve fundamentally different purposes and open the door to very different investor pools. Reg A+ allows companies to raise capital from the general public; Reg D restricts the offering to accredited investors only.

Who Can Invest: The Core Structural Difference

This is the most consequential difference between the two frameworks. Under Reg A+, any member of the public can invest: retail investors, small savers, customers, fans of the brand. Non-accredited investors can participate, subject to investment limits set by the SEC. Under Reg D Rule 506(b) and 506(c), the offering is closed to the general public. Accredited investors, typically individuals with over $200,000 in annual income or $1 million in net worth excluding their primary residence, are the only permitted participants. That single distinction drives most of the other differences: the marketing approach, the SEC process, the cost structure, and where the capital raise can ultimately lead.

The SEC Process: Qualification vs. Exemption

Reg D offerings are exempt from public SEC review. A company files a Form D notice after it has already started selling securities; there is no waiting period, no approval, and no public comment period. Reg A+ works differently. The company files an offering circular with the SEC, which then reviews and qualifies the filing before any sales can begin. That review takes time. The average time from initial public filing to SEC Qualification is approximately 50 days, though the SEC has qualified some offerings much faster than that. Once qualified, the offering is a matter of public record. There are also ongoing SEC reporting obligations after the offering closes, semi-annual and annual reports under Tier 2, which add to the ongoing cost of a Reg A+ program.

Public Market Access: Only Reg A+ Gets You There

Reg D does not provide a direct pathway to public markets. An offering conducted exclusively under Reg D cannot be used to list on the OTCQB, OTCQX, NASDAQ, or NYSE. Reg A+ is structured precisely to enable this. A startup can use a Reg A+ offering to go public on the OTCQB or OTCQX and list on an Alternative Trading System. To list on NASDAQ or NYSE, a company must have 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 itself; share sales take place as capital is raised, before the Direct Listing. Once the listing is complete, there is immediate liquidity for investors; how much liquidity depends on how well-marketed the company is and how compelling the story is to the market.

Real Offering Costs: What Each Pathway Actually Requires

Neither pathway is inexpensive if you do it properly. For Reg A+, the first service provider needed is the auditor; a two-year US GAAP audit for an early-stage company typically costs between $25,000 and $40,000. The securities attorney comes next, then the marketing agency. The usual duration of a Reg A+ offering is about 12 months for a cost-effective capital raise, and the ongoing advertising costs are usually sizable. The exact spend depends on the amount being raised and how efficiently the marketing is working. That efficiency needs to be actively managed and improved throughout the campaign. Reg D offerings have a simpler regulatory setup, but sourcing accredited investors still requires meaningful outreach; the investor pool is just fundamentally narrower, which changes the marketing profile considerably.

Broker-Dealers: Why Reg A+ Is Usually Better Without Them

On Reg A+ offerings, the recommendation is generally to avoid using a broker-dealer; the only meaningful exception is a listing to NASDAQ or NYSE in a strong IPO market, where underwriters can genuinely add value. When a broker-dealer is involved, FINRA enters the picture. FINRA regulates brokers and is notoriously slow; its involvement often delays SEC Qualification significantly. Beyond that, FINRA places severe limits on the advertising an issuer can conduct to attract investors during the offering. Those restrictions make raising capital substantially harder. Involving a broker-dealer adds cost and slows the process. Reg D 506(c) offerings permit general solicitation and advertising to reach accredited investors, but the universe of eligible investors remains restricted. Reg D 506(b) prohibits general solicitation entirely; issuers can only approach investors with whom they already have a pre-existing relationship.

Service Provider Sequencing: Getting the Order Right

In a Reg A+, the sequence matters. The auditor goes first; you cannot file an offering circular without two years of audited financial statements. After the auditor completes the work, the securities attorney drafts the offering circular and manages the SEC filing. Once qualified, the marketing agency steps in to drive investor acquisition. Transfer agents become essential as investor volume grows, because managing hundreds or thousands of investors manually is not practical. Manhattan Street Capital introduces all needed service providers, auditors, securities attorneys, marketing agencies, transfer agents, and, when appropriate, broker-dealers, and advises clients on how to work with each one effectively. For Reg D offerings, the sequencing is simpler: a securities attorney drafts the private placement memorandum, and the company can begin raising capital quickly without waiting for SEC review.

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What This Means in Practice: A Side-by-Side Summary

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Transparent Cost Guidance: What Issuers Need to Hear

One of the most common mistakes issuers make, often encouraged by platforms that understate what a successful offering actually requires, is underestimating advertising spend. A Reg A+ offering reaching the general public requires a real marketing budget. There is no passive, low-cost path to raising millions from retail investors. MSC provides real cost guidance up front about what it actually takes to market an offering successfully, rather than allowing issuers to enter a campaign with unrealistic expectations. MSC does not charge percentage fees, and its platform fees are materially lower than those of competing platforms. MSC's TestTheWaters™ service, which allows companies to gauge investor interest before committing to a full offering, is available at $10,000 per month for a two-month engagement. That kind of concrete, upfront clarity is what issuers need before committing to either pathway.

Ready to raise growth capital?

The pathway you choose changes everything downstream: who you can raise from, the SEC process, the cost structure. Here's what raising with Manhattan Street Capital actually looks like:

1. Get the structure right first. 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.

2. 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.

3. Get the sequencing handled. We coordinate your full team of specialists, so you're not left stitching the process together yourself, introducing and helping 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.

4. Launch on infrastructure built for the volume. 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.

5. 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.