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Summary of Regulation A+ Title IV
Traditionally, investing in startups and other growth-stage companies has been the privilege of the wealthiest Americans. Accredited investors (people making $200,000 or more for two most recent years, or with a net worth of $1 million) were the only ones allowed by the Securities Exchange Commission to invest in startups. Investing is starting to see greater democratization, however.
In 2012, President Obama signed the American JOBS Act into law, which had 10 provisions to improve the working outlook and overall financial opportunities for Americans. Title IV of the JOBS Act, also referred to as Regulation A+, allows companies that want to raise between $3 million and $75 million* to do so from anyone – regardless of assets and income levels.
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This answer continuedRegulation A+ (or “Reg A+”) is a new way to raise capital created by the Securities Exchange Commission (SEC). Effective March 25, 2015, SEC rules allow companies to test the attractiveness of their company offering to the investor market. This is the RegA+Audition(TM) on Manhattan Street Capital.
Since June 25, 2015, companies have been allowed to apply to make a Regulation A+ offering with the SEC and, when ready, raise capital in our platform and others. We are the first Regulation A+ platform. Manhattan Street Capital and FundAthena, a division of Manhattan Street Capital, will only fundraise for companies that we have reviewed and approved to list their offering on the "Company Offerings" Page.
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This answer continuedRegulation S provides an SEC-compliant way for non-US and U.S. companies to raise capital outside the U.S.
A Regulation S offering can issue equity or debt securities. A company that makes its offering under Reg S can also use another method to raise capital inside the U.S. - usually Reg D or Rule 144A.
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This answer continuedAccording to the Securities Act of 1933, every company has to register their offering with the SEC in order to sell their shares. There are situations where the exemptions allow the companies to sell their shares without a SEC registration. One such exemption is Regulation D or Reg D.
Reg D provides three exemptions from the registration, Rule 504, Rule 505 and Rule 506.For purposes of online equity crowdfunding, Rule 506 is most significant, and it splits into two different variations, 506B and 506C. In each case, only accredited investors are allowed to invest.
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This answer continuedATS stands for Alternative Trading System. Regulatory change in recent years has brought the ATS type of securities exchange into existence.
An ATS is an after-market exchange where people who own securities can buy and sell.
This answer continuedRegulation A+ allows for two kinds of offerings, Tier 1, which spans from zero to $20 mill, and Tier 2 that spans from zero to $75 mill.
Tier 2 allows companies to raise from zero to $75 million per year from individual "Main Street" investors and accredited investors and institutions worldwide. The majority of companies choose Tier 2 because the Tier 1 requirement to get State by State Blue Sky exemption is very slow and very expensive. Companies using Tier 2 do not need to satisfy state Blue Sky requirements to raise capital (with some exceptions). Note that Tier 2 starts from a zero minimum for SEC purposes - I say this because there is a popular misconception that Tier 2 starts at $20 mill. That is not the case! Many companies make successful Tier 2 offerings of less than $20 mill.
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This answer continuedRegulation A+ allows any investor, worldwide, to invest in private companies. This is a major change in US securities law, and it means that anyone can invest, if they choose to do so, in a Reg A+ offering, after it has been Qualified by the SEC. Before Reg A+ became effective in 2015, only wealthy, Accredited investors were allowed to invest in private companies.
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This answer continuedIn our opinion, a company’s consumer appeal is the most important factor (once we have established the strength of the management team, a strong strategy, large and growing market, rapid growth rate and barriers to competition). A large and happy customer base and tremendous consumer appeal are very indicative of success. Consumer investors are the least expensive to bring to your offering, compared to accredited investors and institutional investors.
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This answer continuedInvestors can sign up directly with Tzero and open an account, and they can trade on Tzero from the following broker-dealers.
- Piper Sandler
- DA Davidson
- ChoiceTrade
- Ustocktrade Securities
- ChoiceTrade
- ApexPro (formerly ETC)
- Cuttone & Company
- Clear Street
- Regal Securities
This list is specific to the Tzero ATS.
Related content:
Reg A+ liquidity explained for insiders and investors
We work with mid-stage companies and mature startups that we consider a good fit for Reg A+. In our opinion, a company’s consumer appeal is the most important factor (once we have established the strength of the management team, a strong strategy, large and growing market, rapid growth rate and barriers to competition). A large and happy customer base and tremendous consumer appeal are very indicative of success.
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This answer continuedManhattan Street Capital raises money from individual investors for select, low risk, start-ups, and successful mid-sized companies. Your company can raise from $4 million to $75 million each year. (there is no actual minimum, but the fixed costs of doing a Regulation A+ offering mean that it is not efficient for raising less than $4mill. Fixed costs that need to be spent before receiving the new capital are at least approx $100k).
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This answer continuedTest how well Regulation A+ will work for your company in our new RegA+Audition(TM) program. Audition and get input from our members and investors.
This service is for you if you want to conduct a low-cost market test of your companies’ appeal to investors before you commit to the costs of a Reg A+ offering. We have put it all together for you with a separate marketing agency that provides the marketing guidance and digital advertising
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This answer continuedIPO costs
This is what you should expect in terms of costs if you decide to conduct an IPO via Reg A+.
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Legal fee: $90k (upfront)
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Broker fee: 8% of the total capital raised
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This answer continuedAs a top-level view, expect that costs for a completed offering will be in the 12%* of capital raised range, approximately, including all the different factors. The only fee that is charged as a percentage is for a broker-dealer when one one is involved. We get you a 1% Broker Dealer fee for Broker-Dealer involvement when a basic level of engagement is sufficient (which is true for most cases where the emphasis is on raising capital online).
*Fees that need to be paid before the first capital closing amount to a minimum of approximately $160k minimum and much higher for larger offerings - see below for more detail.
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This answer continuedCosts for a Regulation S offering
- Legal fee: $5k - $20k depending on complexity. The legal document is very similar to a Reg D offering/PPM, so for companies making a Reg D and a Reg S, the added cost of the Reg S will be small.
- Marketing costs: We introduce experienced and efficient marketing agencies to you and help you manage them. The total cost of marketing will typically range from 4% to 8% of capital raised (not charged as a %).
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This answer continuedCosts for a Regulation D offering
- Legal fee: $12k - $30k depending on complexity.
- Marketing costs: We introduce experienced and efficient marketing agencies to you and help you manage them. The early-stage cost of preparing the marketing content, the offering page and advertising will be approximately $35k. The total cost of marketing will range from 6% to 8% of capital raised (not charged as a %).
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This answer continuedThe question is what is the cost to take my company public using Regulation A+ on Manhattan Street Capital? These are the costs. The first cost is marketing so probably the minimum you could get away with for an offering that is easy to sell is 4% but 6-7% is more typical, in marketing cost. (not charged as a percentage)
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This answer continuedAn ATS is an after-market exchange where people who own securities can buy and sell. Because all Reg A+ offerings are Public Offerings, listing Reg A+ securities after the Reg A+ completes on an ATS is a useful way for a company to provide liquidy to its investors. One big advantage of ATS exchanges is that shorting of stocks is not possible and naked shorting is not possible.
Reg D securities can be listed and bought and sold on ATS exchanges.
Rule 144A securities can be bought and sold on ATS exchanges.
The list of Alternative Trading Systems (ATS) below is sorted alphabetically.
- CME Group
- Forge
- InteractiveBrokers
- INX
- NFSTX
- North Capital
- Oasis Pro Markets
- Prometheum
- Rialto Markets
- Securitize
- Templum
- Texture Capital
- Trumid
- Tzero
- Zanbato
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Timeline schedule for a typical Regulation A+ offering
How much does a Regulation A+ Offering cost?
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- Attorney fee $12k - $60k depending on complexity. (Reg A+ is at least $50k)
- Marketing fee paid to the agency that we introduce if needed, expect to cost 2% to 4% of capital raised not charged as a %.
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This answer continuedSee the detailed fee schedule by clicking the blue button below;
This answer continuedCosts for a Regulation S offering
This list is intended to summarize the costs for guidance and information purposes. It is not precise, and it is not a binding proposal. Most fees below are paid directly to the relevant service provider.
When needed, we will refer you to all the needed service providers for a very successful Reg S. We will also advise you and the service providers as allowed by the SEC regulations.
- Legal fee: $9k - $30k, depending on complexity.
- Marketing costs: We introduce experienced and efficient marketing agencies to you and help you manage them. The early-stage expenses of preparing the marketing content, the offering page, and advertising will be approximately $25k. The marketing cost will likely range from 6% to 10% of capital raised (not charged as a %) - depending on how appealing the company is to investors and on how well the marketing is implemented. Manhattan Street Capital brings in excellent marketing agencies and we advise you to help maximize the efficiency of the marketing programs.
- Generally, Reg S offerings will cost 10% to 12% (MSC fees are not charged as a %) of capital raised plus warrants, depending on how much appeal your company has to investors and on the size of the capital raise (larger raises are usually more cost-effective).
- To reach the point that the offering is raising money online, total costs will likely run about $40k and can be more with complex offering documents and with multiple videos on the offering page.
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Timeline for a Reg S offering
What is Reg S or Regulation S?
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This answer continuedSchedule for a typical Reg A+ offering
Summary view timeline for a Reg A+ offering via Convertible Notes
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Step 1.
The investor enters the investment process by clicking on the "Invest Now" button on the offering page.
Step 2.
The investor completes the forms and provides us with all the information that is needed to make an investment. This step doesn't take longer than 5-10 minutes.
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This answer continuedReg A+ can be used for an IPO to the NYSE or NASDAQ and, starting in June of 2017 a significant number of companies have made their IPOs via Reg A+.
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This answer continuedAt the beginning, your offering will be in the TestTheWaters(TM) process, where you are checking to see how interesting investors find your company and the idea of investing in it.
You need to make your offering accurate (no hype), entertaining, and informative in a graphical and visually pleasing manner. As time progresses, you will make your offering more and more specific. It does not need to state the size of the capital raise you would like, the valuation, or share price at first.
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This answer continuedA key challenge when using Reg A+ for an STO is that in most cases, the tokens have not yet been developed, so accepting payments from investors to buy the tokens directly is impossible because they cannot be delivered. Imagine selling stock in a company when you don't have any shares to sell - rather challenging!
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This answer continuedYou’ve heard it time and time again - communication is key. When it comes to Regulation A+ equity CrowdFunding, this is especially true. Potential investors are the backbone of your offering. It is important, to be honest, transparent, candid and emotionally open from launch day through completion and on an ongoing basis thereafter.
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This answer continuedThe answer is No. You can choose not to list your company on a marketplace, and then your shares will not be public. Regulation A+ allows you to make your shares liquid after the offering, but it is not required. In Tier 1 offerings the only reporting requirements post offering are to report to the SEC any significant change in the business.
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This answer continuedWe are seeing more signs that Real Estate offerings are taking the early lead in Regulation A+. The fact that consumers already understand and identify with real estate as an investment is helping, as has already been shown in the Title II/Reg D field. Regulation A+ is broadening the appeal of real estate to nonaccredited investors worldwide. Another major factor is the payment of attractive rates of interest on invested capital. Consumers find that appealing and are more likely to invest as a result.
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This answer continuedYes, we do put Reg D 506c Offerings on our platform when we believe that your offering will be successful.
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This answer continuedWhat is the ongoing cost of reporting having completed your Regulation A+ offering?
If you choose to be listed on the OTCQB marketplace then you’ll need to report financials once every six months with an audit once a year, and if you are listed on the OTCQX marketplace then you’ll need to report financials once every quarter, with an annual audit. If your company meets the requirements of the bigger markets, you can choose to list your company on the NASDAQ or on the NYSE.
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This answer continuedIt is confusing for non-US STOs to know how to access US investors while working within the US SEC regulations for securities offerings and to build a strong presence in the US market to build your business in the US market. Manhattan Street Capital is the leader in solving these problems for client companies.
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This answer continuedAnyone! Mainstreet investors worldwide (see the exceptions below) can invest under Regulation A+. Ordinary investors don’t have to be wealthy to invest! Investors are welcome from almost anywhere in the world. To read complete answer click on blue button below.
This answer continuedGuidance and tips how to succeed with your companies Reg A+ Offering:
There is more and more evidence that at this early stage in the Reg A+ funding market, companies must resonate strongly with consumer investors to succeed. That appeal, plus first-rate marketing with front-loaded impact and budget, is required to bring in consumer investors and to prove traction early. Even in offerings that are attractive to broker-dealer syndicates, in most cases, brokers will not act to promote an offering to their clients until early success is apparent from consumer investors.
The scope of companies that will fit Reg A+ will gradually expand as wealthy investors and institutions engage. Expect to see Registered Investment Advisors begin to allocate their clients' capital in small amounts to Reg A+ offerings over the coming year. AIG stepping in, as reported last month, is significant here.
In the open forum inherent to Reg A+ offerings, success in the first few weeks is a must to show all interested parties the offering is going well.
Companies should set a low funding minimum unless they are buying a fixed price asset. This makes easier to make the offering go live and conduct the first closing and to pay for subsequent marketing from capital raised.
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This answer continuedThese communication rules can help companies go it alone, so to speak, without the assistance of a registered broker-dealer. In a traditional offering, a broker-dealer acts as an intermediary bringing investors to the issuer for a fee. For a company seeking investors among the general population, a broker-dealer may not be necessary to have a successful Regulation A offering. Issuers are able to publish their own marketing material about the offering, create their own online campaign pages, and generally solicit their targeted investor base. This may be especially relevant for consumer-facing companies interested in engaging customer-investors.However, companies issuing securities in a public offering without the involvement of a registered broker-dealer should be aware that the company may be required to register in certain states as an issuer-dealer, or have members of its management team register as agents of the issuer. This memorandum provides an overview of the registration requirements for issuers and agents of the issuer when making offers and sales of securities in specific states that require such registration. This memorandum will focus on offerings under Tier 2 of Regulation A, as Tier 2 provides for preemption of state review of the offering and securities sold under a Tier 2 offering are considered “covered securities” under Section 18 of the Securities Act.
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This answer continuedThese are the ideal situations where Tier 1 is best:
1) All your investors are local and in one State, and the State is easy to get your Blue Sky filing qualified. See the detailed list of States and how they work.
2) Your company is a bank that is exempt from State Blue Sky filing requirements.
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This answer continuedEnable investors worldwide to quickly and easily invest using any language.
Accept all popular cryptocurrencies,
Automate investor subscription document eSignature.
Conduct KYC and AML on investors.
Verify that the AML approved investor is the one who actually makes the investment where ambiguous.
Verify investor Accreditation (Reg D)
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This answer continuedYes, in some circumstances. For businesses that lend themselves to segmenting their market, it may be possible to make multiple offerings by following a similar model to the one that Fundrise has used. Each Reg A+ entity is a standalone business and shares one management service provider. In this way, Fundrise has conducted multiple Reg A+ offerings simultaneously since 2016. So far this model has only been Qualified by the SEC in Real Estate situations, but the SEC may allow the same approach in other business areas. We don't know yet.
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This answer continuedThere is no special sequence, no preference. The company itself, and any selling shareholders in an offering are made liquid on a pro-rated basis throughout the offering. So for example, if an offering is ended at 92% of the maximum goal, then all the selling shareholders in the offering will have sold 92% of the shares that they intended to sell in that offering.
This answer continuedYes. If you set up a company in the USA or Canada then you are allowed to use Reg A+ using that entity.
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This answer continuedOne of the great things about the Reg A+ system is that you are allowed to market your company widely. It's the opposite of the traditional IPO "Quiet Period". This means that you are allowed (and you won't succeed if you don't do this) to market your company and gather non-binding reservations before SEC Qualification of your Offering. After SEC Qualification, you can actively market to actual investors through all methods to generate investments.
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This answer continuedThis is the list of the companies that completed their Reg A+ IPO and listed on the NYSE or NASDAQ
Arcimoto, Inc. - $19 million (NASDAQ),
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Schedule For A Reg D/Reg S STO Via Convertible Notes
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This answer continuedTesting The Waters (TestingTheWaters(TM)) enables companies to test market themselves to see if there is enough investor interest to make a Regulation A+ capital raise successfully.
The SEC created this program so companies can make this test before having to spend the time and money it takes to make an SEC filing and get an audit done. The SEC allows companies to market themselves in TestTheWaters(TM) with few restrictions. So companies can cost-effectively conduct a test using social media, email, online advertising and more. During this process, we provide the ability for potential investors to make non-binding reservations in a company they like. We charge $1,000 per month for it, paid in advance monthly.
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This answer continuedSchedule For A Reg A+ STO Via Warrants
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This answer continuedSchedule For A Reg A+ STO Via Convertible Note
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This answer continuedA security token is a token that is sold to investors via one of the SEC regulations - Reg D, Reg S, Reg A+ and Reg CF are good examples. A Registered S-1 IPO is another route.
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Schedule For A Reg A+ Tier 2 STO
- 1. Choose which funding method would be the best fit for your company, it depends on several different factors. Get legal advice on the details. We can recommend you to a securities lawyer. Select a marketing agency that will manage your 360° marketing campaign. We will introduce you to experienced marketing agencies. Get legal advice.
- 2.A. In the case of a Tier 2 offering, you are required to have a two-year Audit, if your company has existed for less than 2 years, the audit period will be the age of your company.
- 2.B. Engage a legal service provider to do your SEC filing. We can introduce you to good service providers.
- 3.A. Start the Form 1A filing with the SEC. Get Qualified by the SEC.
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