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Reg A+ (Regulation A) is a way for a company to raise money by selling its securities to the general public, online and broadly, without doing a full traditional IPO.

It lets growth-stage companies run a public-facing capital raise that can include everyday, non-accredited investors as well as accredited investors, with SEC-reviewed offering documents and a defined set of ongoing reporting rules, especially in Tier 2.

It matters for growth-stage companies because it can open up a much larger pool of potential investors than private-only fundraising, and it can double as a structured way to build investor awareness while raising growth capital, without handing a small number of investors the kind of concentrated control that often comes with major VC rounds.

The Tier 2 limit is up to $75 million in a 12-month period. See Rule 251 of the SEC's rule text for the $75,000,000 limit for Tier 2.

Vad är regel A+?

Regulation A+ is an SEC securities-law exemption that lets a company raise up to $75 million in a 12-month period from the public, with far broader access to investors than a traditional private placement. It's been in effect since mid-2015, and it can be used to raise capital from both accredited and non-accredited investors, including investors outside the U.S. in legitimate countries.

A distinctive feature is that companies can "test the waters" before committing to the full offering, by marketing the potential offering and measuring investor interest early. In practice, Reg A+ is commonly used as an online public offering that doubles as a major marketing and branding event for the company, and it can also be used as a stepping stone toward exchange listing when appropriate.

Most companies use Tier 2 Reg A+ because it avoids the slow, expensive state-by-state "blue sky" process required in Tier 1. Companies should plan for meaningful preparation, typically including audited financials (two years if the company has been operating for two years or more) and for ongoing SEC reporting and ongoing marketing costs during the raise. Marketing is usually the single biggest driver of success.

Tier 1 vs. Tier 2 at a Glance

Who Can Use Reg A+?

Reg A+ can be used by operating companies that want to raise growth capital from the public, not just accredited investors, typically through a Tier 2 offering, by far the most common approach.

If you tell us where the company is headquartered, how long it's been operating, and whether it has real U.S. operations, revenue, or customers, we can usually confirm quickly whether Reg A+ is a fit.

Reg A+ vs. Reg D vs. Traditional IPO

The comparison really comes down to three trade-offs: who can invest, how fast you can start, and what it costs and requires afterward.

When Reg A+ Tends to Win

• You want non-accredited investors (customers, followers, community) to invest alongside accredited investors.
• You want a broad investor base that can double as a marketing engine.
• You want flexibility in how you raise, and a plausible path to liquidity later.
• You want to raise up to $75M a year from the public, and potentially more by pairing it with a Reg D.

When Reg A+ Often Doesn't Win

• You need money fast: Reg D usually starts faster with no SEC qualification step.
• You don't want the cost and discipline of ongoing SEC reporting.
• You can raise what you need from accredited investors only.
• Your story is hard to market online cost-effectively, or you're not ready for audits and deep disclosure.

A traditional IPO can be a better fit when the company already fits institutional expectations, wants a major exchange listing with committed underwriter support, and is large enough to justify a raise well beyond $75 million.

Read the full side-by-side analysis: Reg A+ vs. Reg D, Which Exemption Is Right for Your Company?

The Reg A+ Process: From Decision to Qualification

This is the sequence founders actually need: not just what Reg A+ is, but how it plays out step by step.

1. Behörighetsbedömning

   You and Manhattan Street Capital look at whether Reg A+ is a realistic fit for your company, goals, and ability to market cost-effectively online, including whether you can produce audited financials and handle ongoing SEC reporting.

   What slows it down: unclear cap table history, missing financial records, or a business that's hard to promote to investors.

2. Selecting a platform and legal team

   You choose the platform to host and process investments, and experienced Reg A+ legal counsel. Manhattan Street Capital introduces and helps evaluate attorneys, auditors, and marketing agencies so the team works well together.

   What slows it down: providers who lack deep Reg A+ experience, or delayed document delivery.

3. Testing the waters (optional)

   Pre-qualification marketing to gauge investor interest before the SEC qualifies the offering: advertising and collecting non-binding indications of interest to learn what messaging converts.

   What slows it down: weak creative, poor targeting, or not iterating the pitch based on data.

4. Preparing Form 1-A

   The offering package filed with the SEC: the offering circular covering business description, risk factors, use of proceeds, management, cap table, and securities terms, plus exhibits and audited financials.

   What slows it down: audit readiness, documentation gaps, and rewrites as the story or numbers change.

5. Anmälan till SEC

   Once Form 1-A and exhibits are complete, your legal team files on EDGAR with the SEC.

   What slows it down: last-minute changes, missing exhibits, and audit timing.

6. SEC review and comment letters

   The SEC typically sends comment letters requesting clarifications or added disclosures. Qualification after filing is often around 60 days on average, though it varies.

   What slows it down: slow responses, complex disclosures, and accounting questions.

7. SEC qualification

   The SEC's notice that your offering may proceed, meaning "cleared to sell," not an endorsement of the investment.

8. Launch and investor marketing

   The offering goes live and you can accept investor funds while running sustained marketing to drive traffic and conversions. Raising in Reg A+ is commonly a marketing execution challenge more than a paperwork challenge.

   What slows it down: underfunded marketing, weak conversion, or not building momentum over time.

Manhattan Street Capital's Role in This Process

Manhattan Street Capital's role is mostly platform, project coordination, and marketing execution support. Your securities attorney and auditor own the legal and accounting work, the SEC filings, and content compliance decisions.

Manhattan Street Capital is not a law firm, auditor, broker-dealer, or underwriter, and does not offer Reg CF offerings.

See the full breakdown: How Long Does a Reg A+ Offering Take?

Reaching Investors: The Reg A+ Marketing Advantage

Reg A+ allows retail investor participation and public marketing of the offering. This is where most raises are won or lost.

1. Is this offer marketable to the public?

   Reg A+ works best with clear investor appeal and a story that can perform in paid advertising and PR. A common reason offerings underperform is that the company isn't naturally compelling to a broad audience, even if it's a good business.

2. Build the marketing foundation

   Messaging and positioning, investor funnel assets like a landing page and FAQs, and compliance alignment so marketing matches the disclosures. Manhattan Street Capital coordinates the required service providers and introduces marketing agencies, attorneys, auditors, and transfer agents.

3. Test the waters to validate demand

   Before qualification, Reg A+ allows broad public marketing to gauge interest and sharpen the pitch: a real-world demand test using ads, PR, webinars, and email capture.

4. Run a sustained, performance-driven campaign

   Most of the raise happens after qualification, typically over a 12-month campaign. Typical channels include paid social and search, PR, podcasts, newsletters, webinars, email/SMS nurturing, and retargeting.

   For an "easy to sell" offering, marketing cost might be as low as about 4% of capital raised, but 6–9% is more typical. Manhattan Street Capital does not charge percentage fees.

5. Converting interest into investments

   Investors complete subscription documents and pay by ACH, wire, check, or card. Manhattan Street Capital's back-end software streamlines the workflow, payments, and analytics.

6. Closings, shares, and shareholder admin

   Companies typically do periodic closings, issue shares, and keep shareholder records current; transfer agents make handling many investors far easier.

7. Broker-Dealers: Usually Best Avoided

   A broker-dealer is optional in Reg A+. In many cases they add cost and delay, and FINRA involvement can restrict advertising. The main time an underwriter adds real value is a NASDAQ/NYSE IPO in a strong market, and even then it's often best to bring them in after SEC qualification.

See the full breakdown: Reg A+ Investor Marketing, How to Build a Retail Investor Base

Going Public: NASDAQ and NYSE Listing After a Reg A+ Offering

A successful Reg A+ raise can be a powerful stepping stone toward a NASDAQ or NYSE listing, because it can help a company build the quantitative profile the exchanges look for: a larger public float, more shareholders of record, stronger market value, and a trading price that supports minimum bid requirements.

Example NASDAQ Capital Market Thresholds

• $4.00 minimum bid price
• At least 300 round-lot holders
• Minimum market value for publicly held shares, often around $15 million on some standards

NYSE standards likewise focus on distribution and float. Common NYSE main-board thresholds include at least 400 round-lot holders and a $4.00 minimum price, alongside materially higher financial and valuation standards.

Which Is More Accessible Post–Reg A+?

NASDAQ Capital Market and NYSE American are typically the most realistic first targets for companies coming off a Reg A+ raise, because their quantitative and financial entry bars are generally lower than the top tiers.

Companies aiming at NASDAQ or NYSE also need real operating history, typically two years, and the full package of public-company readiness. The right approach is to pull current numbers directly from the official NASDAQ and NYSE listing standards for your specific security type and pathway, then map your company to the best-fit standard.

Kontakt [e-postskyddad] with details on whether you're considering an uplisting or IPO/direct listing path, and your post-raise market cap, share price expectation, and shareholder count.

Read the full requirements: NASDAQ and NYSE Listing After a Reg A+ Offering

What Does a Reg A+ Offering Cost?

Costs vary by company complexity, readiness, and how efficiently investor marketing performs. As a rule of thumb, completed raises above about $ 8M often land around 12% of capital raised in total cash costs, because fixed costs become a smaller share at that size. For smaller raises, the percentage is usually higher.

It's common to need roughly $ 150,000- $ 160,000 minimum available before going live, to cover marketing content creation, audit, and securities counsel work.

Some platforms imply minimal marketing spend is possible. In reality, issuers typically must fund substantial outreach to raise meaningful capital online.

See the full cost breakdown by category: What Does a Reg A+ Offering Actually Cost?

Why Work With Manhattan Street Capital

1. Integrated, end-to-end execution

Most platforms help you publish a page and upload documents. Manhattan Street Capital coordinates the whole operating stack of a Reg A+, Reg D, or Reg S raise (auditors, securities counsel, and marketing) plus the project management to keep everyone moving, on budget, and aligned.

2. Marketing execution and cost-effectiveness

You do not get investors for free from any platform at meaningful scale; issuer-funded advertising is usually sizable. Manhattan Street Capital helps plan the marketing program, qualify strong specialist agencies, and improve conversion using platform analytics, so spend goes to what works.

3. Higher-conversion investor processing technology

Manhattan Street Capital built its own back-end investment processing system, and handles operational mechanics that filing services typically don't: AML checks, identity verification, auto-translation of the offering experience, and support for international address formats and ID documents.

4. Exchange and secondary-market coordination

Manhattan Street Capital doesn't provide secondary market trading, but introduces and coordinates with exchanges and secondary markets where appropriate, and helps you prepare for what those partners will require.

5. Support through the raise and into ongoing reporting

Reg A+ isn't a one-and-done event. After qualification there are ongoing reporting and investor-communication obligations. Manhattan Street Capital stays engaged through execution and the post-qualification period.

Who Manhattan Street Capital Is Best Suited For

A strong fit for companies that can win online: a clear story, credible traction, and the budget and discipline to run sustained investor marketing.

Manhattan Street Capital focuses on Regulation A+ (typically Tier 2) and also supports Reg D (506(b), 506(c)) and Reg S. It does not offer Reg CF.