Part of the Regulation A+ Offerings: The Complete Guide
Reg A+ Investor Marketing: How to Build a Retail Investor Base for Your Offering
Even a great company won't raise capital if the right investors never see it, don't understand it quickly, or don't trust what they're hearing. Investor marketing, done compliantly, is usually the single biggest factor separating a funded Reg A+ raise from a stalled one.
Why Investor Marketing Is the Make-or-Break Factor
Investor marketing is the make-or-break factor because even a great company won't raise capital if the right investors never see it, don't understand it quickly, or don't trust what they're hearing. In online offerings, thousands of potential investors will scrutinize every claim, compare you to alternatives, and look for gaps between the story and the facts.
The reality is you have to spend money to raise money. As a rough rule of thumb, roughly 5% to 9% of the capital raised goes to attracting and converting investors, though actual figures vary by company and execution quality matters enormously. Marketing also has to be compliant: professional, factual, balanced on risks and upside, and tied to proper disclosure. Hype and omissions can kill momentum fast.
What Makes Reg A+ Investor Marketing Different from Reg D
This is the permission structure: what Reg A+ allows that Reg D doesn't, and what restrictions still apply either way.
The core differences
| Factor | Reg A+ Tier 2 | Reg D (506(b)/506(c)) |
|---|---|---|
| Audience you can reach | Accredited and non-accredited investors, at any wealth level, which usually makes online marketing far more scalable. | Accredited investors only. A smaller pool that often raises marketing cost per dollar raised. |
| Public visibility | You can run a public-facing campaign that looks and behaves much like mainstream online fundraising. | Even where public advertising is allowed (506(c)), it's still an accredited-only conversion process requiring investor verification. |
| What you can say | Promotional communications are more constrained and must stay tightly aligned with the disclosures in the SEC-qualified Offering CircularThe disclosure document, filed as part of Form 1-A, that describes the business, financials, and risks of a Reg A+ offering.. | The issuer is generally allowed to make reasonable predictions about intended growth and future plans. |
| Compliance framework | Marketing lives alongside an SEC-qualified offering (Form 1-A) plus ongoing reporting, so the discipline is higher and content must match the filed disclosures. | No ongoing SEC reporting requirement after the offering, but advertising and verification rules, especially under 506(c), still matter. |
Under Reg A+ Tier 2, a company can:
- Publicly advertise the offering.
- Solicit and accept investments from non-accredited investors as well as accredited investors.
- Market the offering broadly online and reach investors worldwide, while staying mindful that some local regulators outside the US may have their own views.
- Run a campaign designed to efficiently educate and convert large numbers of investors, so long as communications remain compliant and consistent with the offering disclosures.
If you bring in a broker-dealer, FINRA becomes involved and often severely restricts advertising, which can make success harder. In Reg A+ a broker-dealer is optional, and if one is used it's usually best added after SEC qualification to avoid delays.
Restrictions that still apply
- No guaranteed returns, or anything that implies it. Avoid wording like "guaranteed," "assured," "protected," or "can't lose."
- Limit forward-looking statements. Generally avoid forecasting future events such as expansion timing, product shipping dates, or regulatory approvals. Any forward-looking statement must be clearly identified as such, be reasonable, and carry cautionary language that actual results may differ.
- Don't publish company-specific financial growth forecasts. You can't predict your own future revenue growth rate, but you can show credible third-party market growth data, linked directly to its source, so investors can draw their own conclusions.
- Avoid hype and hyperbole. Overly promotional language creates regulatory risk and investor backlash. Keep claims factual, supportable, and balanced.
- Keep the offering documents easy to access. Your Offering Circular needs to be no more than one click away from the offering page, placed near "Invest" buttons and other key calls to action.
- Give all investors equal access to information. If you share material information with one investor that isn't already public, you must prominently post it on the offering page within 48 business hours. Be careful answering detailed questions privately unless you're comfortable publishing the Q&A.
- Disclose compensation and conflicts clearly. If you pay someone to promote the offering, disclose it clearly and conspicuously so investors can see potential bias immediately.
Investor Acquisition Channels: How They Work in Practice
With Reg A+, you generally need a multi-channel investor acquisition plan, with marketing front-loaded in the first weeks after SEC qualification to show traction and keep momentum compounding. We help clients coordinate the marketing agency and the rest of the team, using back-end software and analytics to track what's working and keep improving efficiency.
Warm channels (highest conversion, limited scale)
- Existing shareholders and friends-of-shareholders: a coordinated "re-introduction" campaign (email, webinars, FAQs, updates) that turns prior supporters into repeat investors and referrers.
- Customers, users, and subscribers: product-led investor acquisition through email to your list, in-app banners, customer webinars, founder video, and a clear "why invest" narrative. Works best when customers already love the product.
- Founder network: targeted outreach by the CEO, founders, and key insiders to credible contacts, pushing them to the offering page and webinar, followed by a structured follow-up sequence.
Paid performance channels (scale drivers that need constant optimization)
- Paid social: test many creatives fast (video usually wins), run landing-page view to retarget to conversion campaigns, and iterate weekly on CAC and conversion rate. Expect compliance review and occasional ad rejections.
- Search: captures active intent, category searches, competitor alternatives, and brand search. Often expensive but high-intent, and works well once your story is clear and your page converts.
- Native and display: broad reach, good for top-of-funnel and retargeting, but needs strong creative discipline to avoid wasted spend.
- Retargeting: follows website visitors and video viewers with sharper, more specific messages (webinars, deadlines, milestones, social proof). Typically one of the best ROI components once traffic exists.
Investor-audience channels (powerful, but watch the economics)
- Newsletter placements and sponsorships: pay to reach an investing-focused list. Results vary widely by list quality and fit, so track with dedicated links and measure funded conversions, not clicks.
- Influencers and affiliates: performance-based or flat-fee promotions. Required disclosures (paid promotion, conflicts) must be handled cleanly, with tight tracking and strict message control.
Earned media and credibility builders
- PR and thought leadership: credible coverage improves conversion across every channel and helps organic search. It rarely closes a round by itself, but it lifts everything else.
- Podcasts, webinars, and live events: build long-form trust. A typical pattern runs podcast or event, then webinar invite, then offering-page visit, then retargeting, then investment.
On-page conversion: where most campaigns actually win or lose
You can buy every click in the world, but if the offering page doesn't convert, the spend is wasted. What it needs: clear use of proceeds and milestones, a simple investor FAQ, tight but credible risk explanations, a founder video, consistent updates, and a fast, mobile-friendly invest flow.
Broker-dealers: usually not helpful for investor acquisition
Broker-dealers typically don't run your advertising, often add major cost (commissions can run around 8% plus warrants), and FINRA involvement can slow things down and severely restrict advertising. The main exception is an underwritten NASDAQ or NYSE IPO in a strong IPO market.
A launch sequence that tends to work
| Phase | What happens |
|---|---|
| Pre-qualification | Build assets (video, page, emails), calibrate targeting, and warm up existing lists. |
| First 2–4 weeks post-qualification | Heavier spend, webinars, and frequent updates to show early traction. |
| Months 2–12 | Optimize CAC, expand winning channels, and keep newsflow and updates steady. Most cost-effective offerings run around 12 months. |
Talk to MSC about your investor marketing strategy.
MSC's Role in Investor Marketing
Manhattan Street Capital's role is to help issuer companies run a cost-effective, compliant online investor acquisition campaign around a Reg A+ (and, where relevant, Reg D or Reg S) offering, while keeping the investor journey simple and trackable. We do not raise money for companies; we assist companies in their efforts to raise capital.
What we manage
- Set the marketing plan up to work in the real world: target investor types, messaging hierarchy, channel mix, and the funnel sequence from ad to landing page to webinar or email to invest.
- Provide the online offering engine: the software and administrative process that makes it easy for investors to complete investments and easy for the company to track what's working, with analytics and marketing integration to see which channels and messages produce funded investments, not just clicks.
- Coordinate the service-provider team: we introduce and coordinate auditors, securities attorneys, marketing agencies, and transfer agents, and advise clients on how to use them effectively.
- Optimize marketing efficiency over time: creative testing, audience refinement, webinar and email sequencing, retargeting structure, and conversion-rate improvements on the offering page.
- Support Testing the Waters when appropriate, so you're not guessing what investors respond to before spending heavily post-qualification.
- Keep expectations realistic. Some platforms imply issuers won't need to spend meaningfully on advertising. In practice, most companies need to spend significant money on ongoing marketing, and success depends on doing it efficiently and measuring what converts.
What we don't do
- We do not provide investment recommendations or tell investors what to buy.
- We do not structure transactions.
- We have chosen not to offer Reg CF offerings.
- We generally do not recommend broker-dealers for Reg A+ raises, except in specific major-exchange IPO underwriting situations, because they add cost and can severely restrict advertising through FINRA involvement.
A note on the source material for this section: our review draft labeled part of this content "what the company is responsible for," but the underlying text actually describes what Manhattan Street Capital is responsible for providing (the platform, the coordination, and process guidance). We've titled the section below to match what it actually says rather than the original label, since publishing it under the original heading would misstate who does what.
What MSC is responsible for
- Platform and operations: hosting the online offering page and investor investment flow, back-end software to process investments and track status, and administrative workflow support to keep the process organized during the raise.
- Coordinating the team: introducing and helping coordinate the key service providers, auditors, securities attorneys, marketing agencies, transfer agents, and others as needed, and advising clients on how to use them effectively without replacing them.
- Process guidance: practical guidance based on what tends to work in online offerings from a marketing and execution perspective.
Citations
- U.S. Securities and Exchange Commission, Regulation A, General Solicitation and Offering Circular Requirements, 17 CFR §230.251.
- U.S. Securities and Exchange Commission, Testing the Waters, Rule 255, 17 CFR §230.255.
- U.S. Securities and Exchange Commission, Regulation A+: A Small Business Guide.
- Financial Industry Regulatory Authority, FINRA Guidance on Crowdfunding and Regulation A Broker-Dealer Involvement.
Manhattan Street Capital is not a law firm, valuation service, underwriter, broker-dealer, or Title III crowdfunding portal, and does not engage in any activities requiring such registration. Manhattan Street Capital does not provide investment advice and does not structure transactions. Do not interpret any commentary from Manhattan Street Capital staff as a replacement for advice from qualified service providers in these professions. When Rod Turner provides commentary, it is based on his observations of what works and what does not from a marketing perspective in online offerings; he does not tell readers what to do, only what is most likely to be cost-effectively marketed online. All decisions about the terms of any offering are made by the companies making those offerings.
