Why Reg A+? What founders actually want

Most founders do not dream about filing paperwork. They want outcomes:

• Growth capital on workable terms
• A broad investor base, including customers and fans
• More credibility with partners and enterprise buyers
• Potential paths to liquidity for shareholders over time
• Control kept in the hands of the CEO and founders

Reg A+ can support all of these while staying comparatively efficient on legal and accounting burden. It also lets you market the offering widely to the public.

Where Reg A+ earns its reputation

Next, we compare the routes you can take once you decide to raise.

Your listing routes compared

A Reg A+ offering can lead to several “go public” styles. The right one depends on your goals, readiness, and marketing strength.

Real examples, as MSC has seen them. Newsmax used Reg A+ to IPO on Nasdaq in March 2025. It could raise capital readily because it had a large TV and online audience that it invited to invest at zero cost. On the direct listing side, a company called Atlas (ticker AMV) went public on Nasdaq via a Reg A+ direct listing, and MSC advised it on its preparations.

The “IPO window” explained

When people say the IPO window is closed, it does not mean the SEC has stopped allowing registration statements or Reg A+ IPOs. The SEC does not judge the merits of your case this way. It is the underwriters who close the door, because they decide a deal is not worth the work. If you have already raised enough money from enough investors and satisfy the other listing requirements, a direct listing remains an option.

Other places to list

• ATS: A newer kind of exchange where stock brokers file extra paperwork to operate. Roughly 30 exist. Naked short selling is not allowed there, so management spends less time defending the stock price. You still need the annual US GAAP audit, plus six-monthly management financials, and you still file with the states for secondary market resale (about $10,000 a year).
• OTCQB / OTCQX: QB requires an annual audit and six-monthly reporting, with significant changes reported when they occur. QX requires quarterly reporting but still one annual audit.
• International: As far as the SEC is concerned, you can list in Canada, Asia, Europe and elsewhere, provided your company conducts itself legitimately under those markets’ rules. MSC notes this usually does not help US investors.

Next, let’s get you ready before the first step.

Before you start: the readiness checklist

Use this list to confirm you are ready to start the roadmap.

• Audit plan. If your company has existed two years or more, the SEC filing must include two years of audited financials (US GAAP).
• PCAOB plan (for exchange listings). Once you decide to list on Nasdaq or NYSE, the quarter before listing must be audited to PCAOB standards.
• A securities attorney. You need an experienced one to prepare the offering statement and manage the SEC process.
• A marketing agency and a real budget. Companies usually must spend a sizable amount on advertising and ongoing marketing to raise capital successfully.
• Exchange requirements in hand. Talk to NYSE or Nasdaq senior management early to learn their requirements for the offering to list.
• A market maker, transfer agent, and escrow agent or bank.
• An honest read on investor appeal. Marketing strength and investor interest drive how fast you raise.

The Reg A+ roadmap: 9 steps from audit to listing

This is the sequence for a Reg A+ raise that ends in a Nasdaq or NYSE listing. It has two phases. Several tracks in Phase 1 run in parallel, which is why you will see sub-steps (a, b, c).

Phase 1: Preparation

1. Step 1 of 9: Select a marketing agency and get the exchange’s requirements.

   Choose an agency to manage your 360° marketing campaign. Also connect with NYSE or Nasdaq senior management to learn what they require for the offering to list. MSC makes these introductions.

2. Step 2 of 9: Start the audit and the legal work.

   • 2a. Audit (the critical path). Select an auditor with Reg A+ experience, sign the contract, and get started. The initial SEC filing cannot be started until the two-year audit is complete. Duration depends on your structure and how new the company is, and about 30 to 120 days is likely.
   • 2b. Securities attorney. Contract a practiced legal provider for the Form 1-A SEC filing. This work starts while the audit is still running. SEC qualification can take 60+ days when everything goes well, with rapid answers to SEC questions, and it can take longer.

3. Step 3 of 9: File Form 1-A and build the offering in parallel.

   • 3a. File Form 1-A with the SEC while the marketing agency builds your offering pitch, video, PR, graphics, and social media accounts on Manhattan Street Capital.
   • 3b. Marketing preparation. Contract the agency. Preparation takes about 2 months and runs in parallel with the SEC filing. Optionally, use the “Testing the Waters” provision to gauge investor interest before you commit to a full offering.
   • 3c. Service providers. Select and contract a market maker, a transfer agent, and an escrow agent or bank. This takes about 30 days, in parallel.

Phase 2: Execution (after the audit)

1. Step 4 of 9: Receive SEC qualification and go live.

   Once the offering is qualified, you go live to investors on MSC and begin accepting capital. This is roughly audit + 2 months.

2. Step 5 of 9: First closing.

   You decide when the raise is sufficient. This usually comes 10 to 20 days after the offering goes live. Initial escrow deposits move to your accounts, and closed proceeds can pay marketing expenses.

3. Step 6 of 9: Keep raising until you reach at least half of your target.

   This usually takes at least six months. Underwriters tend to show interest in Reg A+ IPOs only if the company has raised a significant share of the target on its own. Once the offering shows enough traction, you can choose an underwriter and negotiate a much more favorable deal.

4. Step 7 of 9: Engage and contract the underwriter.

5. Step 8 of 9: The underwriter raises the rest.

   The underwriter quickly raises the remaining amount from its clients.

6. Step 9 of 9: List on NYSE or Nasdaq.

   When you have raised more than the listing minimum from enough investors (usually more than 400), your attorney files Form 8-A with the SEC. At that point, the company lists. This is roughly audit + 9 to 10 months.

The seven-step Reg A+ timeline at a glance

An example from MSC: with $16 million already raised online from far more than 400 investors, a company may have enough to list. It still wants room left for the underwriter to raise more, for instance, another $10 million, before listing.

Do you need a broker-dealer?

MSC’s position: often not. A broker-dealer is optional in Reg A+. Adding one can add cost and slow the process because FINRA can be slow, and broker involvement can limit advertising in ways that make it harder to succeed. If you use one, it is usually best to add them after SEC qualification. The exception is an underwritten IPO to Nasdaq or NYSE, where an underwriter can help, especially in a strong IPO market.

One thing to check with the exchange. Nasdaq’s rule for Direct Listings (Interpretative Material IM-5505-1) calls for a broker-dealer to serve as financial advisor to the issuer, to handle the initial pricing functions an underwriter performs in an IPO. Because the exchange’s wording differs from the general Reg A+ position above, confirm exactly what your listing needs with Nasdaq’s Listing Qualifications team and your securities attorney before you plan around it.

Nasdaq listing requirements

Nasdaq has three market tiers: the Global Select Market, the Global Market and the Capital Market. Initial requirements are more stringent at Global Select than at Global, and more stringent at Global than at Capital. Corporate governance requirements are the same across all three.

MSC’s materials focus on the Nasdaq Capital Market, so we start there. Meeting every criterion does not guarantee approval. Nasdaq may deny initial listing or add conditions if needed to protect investors and the public interest.

Nasdaq Capital Market: financial and liquidity requirements

Companies must meet all the criteria under at least one of three standards.

* For a company listing with an IPO, this must be satisfied solely from the offering proceeds. ** The closing-price alternative requires one of: average annual revenues of $6 million for three years; net tangible assets of $5 million; or net tangible assets of $2 million plus a 3-year operating history.

Additional points for the Capital Market

• At least half of the minimum required round lot holders must each hold unrestricted securities worth at least $2,500.
• Securities subject to resale restrictions are excluded when counting publicly held shares, their market value, and round lot shareholders.
• A currently traded company qualifying only under the market value standard must meet the $50 million market value and the price requirement for 90 consecutive trading days before applying.
• If the security already trades over the counter in the US, it needs an average daily trading volume of at least 2,000 shares over the 30 trading days before listing, with trading on more than half of those days. The exception is a listing alongside a firm commitment underwritten public offering of at least $15 million.

Nasdaq Capital Market: direct listing requirements

For a Direct Listing, Nasdaq relies on a valuation from an independent third party with significant experience and demonstrable competence, or on certain compelling evidence. Price-based tests are higher than for a standard listing.

A company principally administered in a “Restrictive Market” (a jurisdiction that does not give the PCAOB access to inspect auditors) cannot list on the Nasdaq Capital Market through a Direct Listing.

Nasdaq Global Market: financial and liquidity requirements (standard listings)

For companies other than direct listings, meeting one of four standards:

Global Select Market standards are higher still. Nasdaq’s Initial Listing Guide lays out four financial standards for that tier.

Nasdaq corporate governance (all tiers)

Certain exemptions and phase-ins apply to limited partnerships, foreign private issuers, initial public offerings and controlled companies.

How to apply to Nasdaq: 4 steps

Nasdaq’s application runs through its online Listing Center. This is a separate process from the Reg A+ roadmap above.

1. Step 1 of 4: Gather company information.

   You need the company’s Central Index Key (CIK) code, a current or reserved trading symbol, and a CUSIP. If you have not reserved your symbol, or want to change it on listing, complete the Symbol Reservation Form first. Requests can be submitted up to two years in advance.

2. Step 2 of 4: Create a Listing Center account.

   Provide an email address and basic contact information, verify your credentials by link, then set a password and answer security questions.

3. Step 3 of 4: Complete your application.

   The whole process can be done electronically. You can save and return later, or share the form with others.

4. Step 4 of 4: Connect with your listing analyst.

   A system-generated acknowledgment arrives within a few hours. Within a couple of business days, you get the contact details of the analyst assigned to your application.

Nasdaq document checklist

• Symbol Reservation Form
• Listing Application
• Listing Agreement
• Corporate Governance Certification
• Application fee (submitted with the application; the full entry fee is due before the first day of trading; wire transfer only)
• Logo Submission Form

Nasdaq also publishes a Supporting Documentation Guidelines list for the more detailed documents needed.

Nasdaq review timeline

Nasdaq says processing generally takes four to six weeks, and that it can be shortened considerably when the application raises no issues, and the company responds quickly to Staff comments.

NYSE listing: what to expect

NYSE Regulation’s Initial Listings group reviews and approves companies seeking to list. Companies must meet rule-based standards for financial strength, governance practices and market suitability. The full rules are in the NYSE Listed Company Manual. The exchange family includes NYSE, NYSE American and NYSE Texas.

Qualitative standards. The exchange has broad discretion on listings. All listed companies must comply with the governance standards in Section 3 of the Listed Company Manual. They must also meet other qualitative criteria, including being suitable for auction market trading and maintaining a healthy level of financial liquidity.

How to apply to NYSE: 2 steps

1. Step 1 of 2: Request a confidential eligibility review.

   Contact the Exchange to ask for one.

2. Step 2 of 2: Submit the formal application.

   If NYSE Regulation deems the company eligible, you may submit the application electronically. Do not submit an original application until the Exchange sends a letter advising you are cleared to apply.

Nasdaq vs. NYSE at a glance

† Source: NYSE listing process page (nyse.com/listings-process), checked October 31, 2026. We found no end-to-end review timeline published by NYSE. ‡ Sources: NYSE Listed Company Manual Section 902.03, as filed with the SEC (the annual fee schedule is from a 2025 NYSE rule filing showing the January 1, 2026 rates), and the 2024 Federal Register notice of the $325,000 initial listing fee. These are NYSE figures, not NYSE American. Two details come from secondary sources and should be confirmed with NYSE: a $25,000 application fee, and a $500,000 cap on total fees billed per calendar year.

What it costs

Reg A+ offering costs (MSC’s framework)

Exchange costs

Nasdaq’s annual fee is prorated in the first year. Hearing and appeal fees are not included. Fees listed are for domestic and foreign issues, excluding American Depositary Shares.

Also factor in: after an exchange IPO, the full burden of S-1 reporting kicks in, which is far more expensive than simply listing on the OTCQB or OTCQX.

After the bell: staying compliant

Listing is not the finish line. Post-listing compliance means meeting all SEC reporting requirements, including quarterly and annual reports and any other regulatory filings. It also means keeping up investor relations through regular updates, earnings calls, and transparent communication.

On Nasdaq, all listed companies get free access to the Market Intelligence Desk and Nasdaq Online. Certain new listings, such as IPOs on the Global and Global Select Markets, can receive additional complimentary services (for example, an investor relations website, disclosure services and a whistleblower hotline). Most eligible companies receive them for three years from the date of listing.

Common pitfalls

FAQ