Investor Q&A: Reg A+, Reg D, and Capital Raising

This is an archive of real investor and entrepreneur questions answered by RodBot, the Manhattan Street Capital AI assistant. Topics cover Regulation A+ (Reg A+), Regulation D (Reg D), Regulation S (Reg S), IPO direct listings, equity crowdfunding, broker-dealer requirements, accredited investor verification, transfer agents, OTC markets, and other capital-raising topics.

Each answer is generated from articles and videos by Rod Turner, founder of Manhattan Street Capital. Use these as reference material — for personalized guidance on raising capital or investing, contact us at manhattanstreetcapital.com/contact.

Q: sv ro some believe Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

It looks like your message is incomplete or may have some typos. Could you please clarify or provide more details about your question or what you would like to know regarding "sv ro some believe"? If you are referring to a specific topic, regulation, or investment concept, please provide a bit more context so I can give you a detailed and accurate answer.

NOTE: This ChatBot is in Beta Test mode. Do not rely on any answers. Check with the relevant professional service providers and/or with Manhattan Street Capital. This ChatBot is built on articles and videos made by Rod Turner. Do not interpret any comments as investment recommendations. Email us at [email protected] to work with us and to give us feeback.

Q: th fr define Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

It looks like you entered "th fr define." If you meant to ask for a definition of "th" and "fr," or if you are referring to something specific, could you please clarify your question? If you meant "th" as in "Thursday" and "fr" as in "Friday," those are common abbreviations for the days of the week. If you meant something else, please provide more details so I can give you the most accurate and helpful answer.

Q: th fr refine Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

It looks like your message "th fr refine" may have some typos or is incomplete. Could you please clarify or provide more details about what you are looking for? If you meant "the French refine," "the finer points," or something else related to Regulation A+, fundraising, or Manhattan Street Capital's services, please let me know so I can provide a detailed and accurate answer.

If you are asking for a refined summary or explanation in French, or about a specific aspect of Regulation A+ or fundraising, please specify your request.

Q: what is an ats ? Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

An ATS, or Alternative Trading System, is a regulated trading venue operated by a broker-dealer that matches buyers and sellers of securities outside of the traditional national stock exchanges like NASDAQ or NYSE. ATSs are designed to provide a secondary market for securities, allowing investors to buy and sell shares after the initial offering. This is particularly valuable for companies that have completed a Regulation A+ (Reg A+) offering, as it provides a way for their investors to gain liquidity without the complexity and cost of a full exchange listing.

Key points about ATSs:

They are not traditional stock exchanges but are regulated by the SEC and FINRA.
ATSs are often used for trading Reg A+, Reg D, and Rule 144A securities.
Listing on an ATS can be a cost-effective way for companies to provide liquidity to their investors, with typical annual costs around $20,000 (including state filings).
Short selling and naked shorting are generally not allowed on ATSs, which helps protect share prices from manipulation—a significant advantage over some traditional markets.
Liquidity on an ATS depends on ongoing marketing, investor relations, and the company’s ability to attract buyers and sellers. Simply listing does not guarantee active trading.
Manhattan Street Capital introduces companies to suitable ATS platforms and coordinates with all necessary service providers to ensure a smooth process.

If you’re considering listing your company’s securities on an ATS, it’s important to plan for ongoing investor communications and marketing to maintain trading activity. For more details or to get started, email [email protected].

Q: what is an ats? Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

An Alternative Trading System (ATS) is a regulated trading venue operated by a broker-dealer that matches buyers and sellers of securities outside of the traditional national stock exchanges like NASDAQ or NYSE. ATS platforms are particularly valuable for companies that have completed a Regulation A+ (Reg A+) offering and want to provide liquidity for their investors without the high costs and regulatory burdens of a full exchange listing.

Key features of an ATS include:

After-market trading: Investors can buy and sell securities after the initial offering, providing a secondary market for shares.
No shorting or naked shorting: Unlike traditional exchanges, ATS platforms do not allow short selling or naked shorting, which helps protect share prices from being artificially driven down—a common issue on OTC markets and major exchanges.
Lower listing requirements and fees: The requirements to list on an ATS are generally easier to meet, and the fees are significantly lower than those for national exchanges.
Reg A+, Reg D, and Rule 144A compatibility: Companies can list securities issued under Reg A+, Reg D, and Rule 144A on an ATS, making it a flexible option for a variety of capital-raising strategies.
Liquidity for investors: While an ATS provides a venue for trading, actual liquidity depends on ongoing marketing, investor relations, and the company’s ability to attract buyers and sellers.

For companies raising capital, especially through Reg A+, an ATS can be an attractive way to offer liquidity to shareholders without the complexity and cost of a traditional IPO. Manhattan Street Capital introduces and coordinates with ATS platforms for its clients, ensuring a smooth process and integration with other required service providers.

If you’re considering listing your company’s securities on an ATS or want to learn more about how this fits into your capital-raising strategy, feel free to email [email protected] to get started.

Q: what is an ats Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

Key points about ATS:

An ATS allows for after-market trading of securities, meaning investors can buy and sell shares after the initial offering is complete.
Reg A+, Reg D, and Rule 144A securities can be listed and traded on ATS exchanges.
Listing requirements and fees are generally lower than those of major exchanges.
One of the major advantages of ATS platforms is that they do not allow shorting or naked shorting of shares, which helps protect the share price from being artificially depressed by speculative trading practices.
While ATS platforms provide a path to liquidity, it’s important to understand that “freely tradable” does not automatically mean “liquid.” Real liquidity depends on ongoing marketing, investor relations, and a steady flow of buyers and sellers.
Companies using an ATS must maintain public-company-level reporting, disclosure, and investor communications, especially if they are using Reg A+ Tier 2, which comes with ongoing SEC reporting obligations.
Manhattan Street Capital introduces and coordinates with all required service providers—including attorneys, auditors, marketing agencies, and transfer agents—to ensure a smooth process for companies listing on an ATS.

If you’re considering listing your company’s securities on an ATS, it’s essential to get expert guidance to ensure your company is well-prepared and can be cost-effectively promoted to investors. Manhattan Street Capital is happy to advise and assist with this process.

Q: th ro todd brecher Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

It looks like your message may have some typos or missing context. If you are asking about someone named Todd Brecher or trying to connect with Rod Turner, please clarify your question or provide more details so I can assist you effectively.

If you are looking to move forward with raising capital, or if you want to connect with Rod Turner at Manhattan Street Capital, please send an email to [email protected].

Q: th it dbbmckennon Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

It looks like you mentioned "dbbmckennon," which is a well-known PCAOB-registered audit firm that frequently works with companies raising capital through Reg A+ offerings. dbbmckennon is recognized for its experience with early-stage and growth companies, especially those pursuing online capital raises.

When preparing for a Reg A+ offering, the first service provider you’ll need is an auditor, and dbbmckennon is often chosen for this role due to their expertise and competitive pricing. For early-stage companies, a two-year US GAAP audit might cost in the range of $25,000 to $40,000, though actual costs can vary depending on the complexity and readiness of your financials.

Manhattan Street Capital coordinates with all required service providers—including auditors like dbbmckennon, securities attorneys, marketing agencies, and transfer agents—to provide an integrated and complete service for companies raising capital. We do extensive research to ensure the service providers we introduce are a good fit for your needs, and we assist with managing and advising these relationships throughout your capital raise.

If you’re considering dbbmckennon or want to discuss your audit needs in more detail, please email [email protected] to get started.

Q: th fr take 120.2 Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

It looks like your message may have some typos or shorthand. If you are asking about "th fr take 120.2," could you please clarify what you mean? Are you referring to a timeline, a regulation, or a specific process related to capital raising, Reg A+, Reg D, or another topic? Please provide a bit more detail so I can give you the most accurate and helpful answer.

Q: fi fr refund Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

If you are asking about the refund policy for investors on Manhattan Street Capital, here’s how it works:

You can cancel your investment and receive a full refund, including any fees, if you change your mind within 48 hours after making the investment.
After the 48-hour window has passed, you can no longer cancel your investment or obtain a refund.
Refunds are processed back to the original payment method. If you paid by check or wire, you will receive instructions by email to provide your bank account information for the refund.
Refunds are initiated as soon as they are received, but it can take up to 14 days for the funds to reach you, especially if you invested by check or wire.
If you want a refund, you should contact the management of the company you invested in directly, as Manhattan Street Capital does not process refunds for investors.

If you need more details or want to move forward, please email [email protected].

Q: "summary reg a+" Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

Certainly! Here’s a concise summary of Regulation A+ (Reg A+), with a focus on what matters most for companies looking to raise capital:

Regulation A+ (Reg A+) Summary

Regulation A+ is a modern SEC exemption that allows companies to raise up to $75 million per year from both accredited and non-accredited investors, worldwide. It was created under Title IV of the JOBS Act and is designed to make capital raising more accessible, cost-effective, and efficient for startups and growth-stage companies.

Key Features

Raise up to $75 million per year: Companies can raise capital from a broad investor base, not just wealthy accredited investors.
Two Tiers:
- Tier 1: Up to $20 million. Requires state-by-state “Blue Sky” compliance, which is slow and expensive—less than 5% of Reg A+ capital is raised this way.
- Tier 2: Up to $75 million. No state registration required, but requires audited financials and limits non-accredited investors to 10% of their annual income or net worth. Tier 2 is by far the best option for most companies.
Public Advertising: Companies can publicly market their offerings, which is a major advantage over traditional private placements.
Faster and More Cost-Effective: Compared to traditional IPOs (S-1), Reg A+ has lower upfront legal and audit costs, and simpler ongoing reporting requirements.
Retain Control: Founders can raise capital from many smaller investors, reducing the risk of losing control to a few large investors.
Potential for Liquidity: Shares may be traded on secondary markets or, in some cases, listed on exchanges like NASDAQ or NYSE (with additional requirements).
Integrated Services: Manhattan Street Capital coordinates with all required service providers—auditors, attorneys, marketing agencies, and more—to streamline the process.

Typical Timeline

SEC Qualification: Average of 60 days after filing, but can be as fast as two weeks.
Offering Duration: Most Reg A+ offerings are open for 12 months for a cost-effective raise.
Full Funding: Typically takes 12 months from SEC Qualification.

Costs and Considerations

Audited Financials: Required for companies with two or more years of operating history.
Ongoing Costs: Include SEC reporting and ongoing marketing expenses.
Advertising: Companies must budget for significant advertising to attract investors—platforms like Manhattan Street Capital provide guidance and more cost-effective solutions than competitors.
No % Fees: Manhattan Street Capital does not charge percentage-based fees; instead, there are flat technology and admin fees per investment.

Additional Notes

Broker-Dealers: Not required for most Reg A+ offerings and generally not recommended, except for NASDAQ/NYSE IPOs in strong markets.
International Investors: Reg A+ allows investment from most countries, so Reg S is usually unnecessary if Reg A+ is being used.
Service Providers: Manhattan Street Capital introduces and manages relationships with all necessary service providers.

If you want to move forward or have specific questions about your company’s situation, please email [email protected].

Q: summary of reg a+ Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

Regulation A+ (Reg A+) is a modernized exemption from SEC registration that allows companies to raise up to $75 million per year from both accredited and non-accredited investors worldwide. This approach, established under Title IV of the JOBS Act and effective since June 2015, has dramatically improved access to capital for startups and growth-stage companies. Here’s a concise summary of the key points:

1. Capital Raising Limits and Investor Access

Companies can raise up to $75 million in a 12-month period via Reg A+.
Both accredited and non-accredited investors can participate, democratizing investment opportunities.
Companies can raise more than $75 million per year by combining Reg A+ with a Reg D offering, which has no dollar cap.

2. Two Tiers of Reg A+

Tier 1: Up to $20 million per year. Requires state-by-state “blue sky” law compliance, which is slow and costly. Less than 5% of Reg A+ capital is raised this way.
Tier 2: Up to $75 million per year. Preempts state law, making it much more efficient and cost-effective for most companies. Tier 2 is the preferred route for nearly all issuers.

3. Process and Timeline

The first step is to engage an auditor for two years of US GAAP audits (if the company is two years old or more), then a securities attorney, followed by a marketing agency.
The average time from SEC filing to Qualification is about 60 days, though it can be as fast as two weeks.
The typical duration to fully fund a Reg A+ offering is 12 months from SEC Qualification.

4. Ongoing Requirements and Costs

Companies must file ongoing reports with the SEC after the offering.
There are ongoing marketing and advertising costs, which are significant and must be planned for.
Manhattan Street Capital provides integrated services, including introductions to vetted service providers (auditors, attorneys, marketing agencies, transfer agents) and proprietary back-end software for investment processing and analytics.

5. Advantages Over Traditional IPOs

Lower upfront legal and audit costs compared to S-1 IPOs.
More flexible and cost-effective, especially for companies with strong consumer appeal.
Companies retain more control, as capital is raised from a broad base of smaller investors rather than a few large ones.

6. Platform and Service Provider Guidance

Manhattan Street Capital does not offer Reg CF (Regulation Crowdfunding) offerings.
We recommend against using broker-dealers for Reg A+ unless pursuing a NASDAQ or NYSE IPO, as broker-dealers add cost, slow the process, and restrict advertising.
Manhattan Street Capital coordinates all required service providers and offers ongoing advisory support.

7. International and OTC Listings

Reg A+ can be used by companies in all legitimate countries outside the USA.
New startups can list on OTCQB or OTCQX via Reg A+, but NASDAQ/NYSE listings require two years of operating history and PCAOB audits.

If you want to see which companies are currently raising capital on Manhattan Street Capital, sign up free of charge on our platform and you’ll receive updates directly from the companies.

For more details or to get started, please email [email protected].

Q: offering 1983 signed Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

It looks like you are referencing an "offering 1983 signed," but your question is a bit unclear. If you are asking about a securities offering that was signed or initiated in 1983, or if you are referencing a specific document or agreement from that year, please clarify your intent or provide more details.

If your question relates to how offerings were structured or signed in 1983, it's important to note that the regulatory environment and processes for securities offerings have evolved significantly since then. For example, Regulation A+ (which is a focus of Manhattan Street Capital) was modernized much later, and the processes, documentation, and compliance requirements are now quite different from what they were in the early 1980s.

If you are asking about how to sign or execute an offering today (such as a Reg A+ offering), the process involves several steps:

Preparation of Offering Documents: This includes preparing the offering circular, financial statements (audited if the company is two years old or more), and other required disclosures.
SEC Filing and Qualification: The offering documents are filed with the SEC, and after review and any required amendments, the SEC will qualify the offering.
Signing and Launch: Once qualified, the company can "sign" or formally launch the offering, allowing investors to subscribe.
Ongoing Compliance: There are ongoing reporting and compliance requirements after the offering is live.

If you meant something else by "offering 1983 signed," please provide more context or clarify your question so I can give you a more targeted and helpful answer.

Q: sv ro than kaufman Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

It looks like your question contains some spelling or typing errors: "sv ro than kaufman." Could you please clarify or provide more context? Are you asking about a comparison between two regulations, companies, or individuals (for example, "SV" could refer to Silicon Valley, "RO" could be Regulation Offering, and "Kaufman" might be a person or company)?

If you can provide a bit more detail or correct the terms, I’ll be happy to give you a detailed and accurate answer.

Q: "what is the hold period for reg a offering" Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

For a Regulation A+ (Reg A+) offering, there is generally no holding period for non-affiliate investors who purchase shares directly in the offering. This means that non-affiliates—those who are not officers, directors, or holders of more than 10% of the company—can typically resell their shares right away, without any lockup or restrictive legend to clear. This is a significant advantage compared to Regulation D offerings, where non-affiliates must hold their shares for a full year before they can resell them freely.

However, affiliates (officers, directors, or those holding more than 10% of the company) are subject to resale limitations under Rule 144, regardless of whether they acquired their shares through Reg A+ or another exemption. These limitations include volume restrictions and certain filing requirements.

To summarize:

Non-affiliate investors in Reg A+ can generally resell their shares immediately after purchase.
Affiliates are subject to Rule 144 resale restrictions.

Be aware that while Reg A+ shares are considered liquid by the SEC, actual liquidity depends on whether there is a market or trading platform available for those shares. Manhattan Street Capital can introduce companies to secondary markets and major exchanges, but does not provide secondary market stock sales directly.

Q: no fr course Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

Thank you for your message! If you meant to ask about a course or have a specific question regarding raising capital, Reg A+, Reg D, or how Manhattan Street Capital can assist your company, please clarify your request. We’re here to provide detailed guidance on the capital raising process, timelines, service providers, and more. If you’re ready to move forward or want to start progress, please send an email to [email protected].

Q: leading center Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

It looks like your question is a bit brief—could you clarify what you mean by "leading center"? Are you asking about a leading center in the context of real estate, biotech, capital raising, or another industry? Or are you referring to a leadership role or organizational structure within a company?

If you’re asking about organizational structure, a "leading center" could refer to a central division or team that drives the main strategy and execution for a company. For example, in real estate companies like Greenlight (featured on Manhattan Street Capital), there are core divisions such as acquisitions, asset and construction management, investor relations, and legal. Each of these divisions may have a hierarchy of leadership roles, ensuring that the company is well-organized and prepared to scale as it grows.

If you meant something else, please provide a bit more detail so I can give you the most relevant and helpful answer.

Q: trading center Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

A “trading center” typically refers to a venue or platform where securities (such as stocks or bonds) are bought and sold. In the context of raising capital for companies—especially those using Regulation A+ (Reg A+)—the most relevant types of trading centers are:

1. National Stock Exchanges: These include the NASDAQ and NYSE, which are highly regulated and provide significant liquidity and visibility. However, listing requirements are strict, and the costs (especially legal and audit fees) are much higher than with Reg A+ offerings. For a startup to list on NASDAQ or NYSE, it must have at least two years of operating history and PCAOB audits from the quarter before listing.

2. Alternative Trading Systems (ATS): An ATS is a regulated venue operated by a broker-dealer that matches buyers and sellers outside of the national exchanges. ATS platforms are particularly relevant for Reg A+ shares, as they provide a way for investors to buy and sell shares after the initial offering. However, it’s important to understand that “freely tradable” does not mean “immediately liquid.” Real liquidity requires ongoing marketing, active investor relations, and a steady flow of buyers and sellers. Manhattan Street Capital introduces companies to secondary markets, including ATS platforms, but does not itself provide secondary market stock sales.

3. OTC Markets (OTCQB and OTCQX): These are over-the-counter markets where companies can list their shares for trading. Listing fees apply (for example, $5,000 for OTCQB plus an annual fee of $14,000; $23,000 annual for OTCQX). These markets are often used by companies that are not yet ready or eligible for a national exchange.

Key Points for Companies Raising Capital:

Manhattan Street Capital coordinates with all required service providers (auditors, attorneys, marketing agencies, transfer agents, and, if needed, broker-dealers) to provide an integrated service.
For Reg A+ offerings, listing on an ATS or OTC market can provide a path to liquidity for investors, but ongoing marketing and investor relations are essential to create real trading activity.
Broker-dealers are not required for Reg A+ offerings except for IPOs to NASDAQ or NYSE, and involving them can increase costs and slow down the process due to FINRA’s involvement.
Manhattan Street Capital does not offer Reg CF offerings and does not provide secondary market trading itself but will introduce companies to appropriate trading centers.

If you are interested in learning more about how to list your company’s shares on a trading center or want to move forward, please email [email protected].

Q: simultaneous 506 b and 506c Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

Running simultaneous Rule 506(b) and Rule 506(c) offerings is possible, but it must be done with great care to avoid regulatory pitfalls. Here’s what you need to know, based on my knowledge base and industry best practices:

Key Differences Between 506(b) and 506(c):

506(b): No general solicitation or advertising is allowed. You can accept unlimited accredited investors and up to 35 non-accredited “sophisticated” investors. Investors self-certify their accredited status.
506(c): General solicitation and advertising are allowed, but only accredited investors can participate, and the issuer must take reasonable steps to verify accredited status.

The Integration Doctrine: The SEC’s integration doctrine is designed to prevent companies from circumventing securities laws by splitting one offering into multiple exemptions. If the two offerings are deemed to be integrated, the stricter rules will apply—typically those of 506(b). This means any advertising done under 506(c) could be considered illegal general solicitation for the 506(b) offering, risking the loss of exemption for both.

SEC Rule 152 (2020 Update): Rule 152 provides a safe harbor for running concurrent offerings, provided each offering independently qualifies for its exemption. Here’s how to do it safely:

Keep investor pools and communications genuinely separate. Do not let any general solicitation or advertising for the 506(c) offering reach potential 506(b) investors.
Maintain a 30-day buffer if launching the offerings close together. Any offering that starts more than 30 days before or after another will not be integrated.
Document pre-existing, substantive relationships for 506(b) investors to prove no general solicitation occurred.
Never use Rule 152 as a workaround to sneak general solicitation into a 506(b) offering. This still risks losing the exemption.

Practical Steps:

Segregate marketing and investor lists for each offering.
Carefully document all investor communications and relationships.
Consult with experienced securities counsel before structuring concurrent offerings.
Be aware that Manhattan Street Capital coordinates with all required service providers and can introduce you to excellent attorneys and marketing agencies to help manage this process.

Final Note: If you mishandle the process, regulators may treat your two offerings as one, applying the stricter rules and potentially invalidating your exemptions. The fact is, this is a complex area—get professional guidance before proceeding.

If you want to move forward or need more detailed guidance, please email [email protected].

Q: simulatneous 506 b and 506c Copied!To ask follow ups click here to copy this question, click on the RodBot to open it and then and paste into the RodBot.

Yes, it is possible to run simultaneous (concurrent) Reg D 506(b) and 506(c) offerings, but it must be done with great care to avoid regulatory pitfalls—especially the risk of “integration,” where the SEC could treat the two offerings as a single offering and apply the stricter rules of 506(b) to both. This could result in the loss of your exemption and potentially lead to the unlawful sale of unregistered securities.

Here’s what you need to know:

Key Requirements for Concurrent 506(b) and 506(c) Offerings:

Keep Investor Pools and Communications Separate:

The 506(b) and 506(c) offerings must have genuinely separate investor pools and communications. Never allow general solicitation or advertising for the 506(c) offering to reach or influence the 506(b) investor pool.

No General Solicitation for 506(b):

506(b) does not allow any form of general solicitation or advertising. All investors in 506(b) must have a substantive, pre-existing relationship with the issuer.

Document Relationships for 506(b):

You must be able to document the substantive, pre-existing relationships with all 506(b) investors. This is critical if you are ever audited or questioned by regulators.

30-Day Buffer (Rule 152):

The SEC’s Rule 152, updated in 2020, provides a safe harbor: if one offering starts more than 30 days before or after the other, they will not be integrated. However, you can still run them concurrently if you maintain strict separation as described above.

Verification of Accredited Status:

In 506(b), investors can self-certify their accredited status. In 506(c), the issuer must take reasonable steps to verify that all investors are accredited.

Consult with Securities Counsel:

This is a complex area. Always consult with experienced securities counsel before structuring concurrent offerings.

Why Do This? Running both at once can allow you to raise capital from a broader range of investors—506(b) allows up to 35 non-accredited “sophisticated” investors, while 506(c) allows unlimited accredited investors and permits general solicitation.

Caution: Rule 152’s safe harbor cannot be used as a workaround to quietly run general solicitation inside what is supposed to be a no-solicitation 506(b) deal. If you cross the line, you risk losing your exemption.

How Manhattan Street Capital Can Help: We coordinate with all required service providers—attorneys, auditors, marketing agencies, and more—to ensure your offering is structured and executed properly. Our platform is designed to keep investor pools and communications separate, and we provide guidance on best practices for compliance and marketing efficiency.