US-ICO-RegD™ 

• Regulation D(506c) allows companies to raise unlimited capital from U.S. accredited investors. It can be combined with Reg S to include non-US investors of any wealth level to expand worldwide scope.

•  A convertible note can be used to raise capital before the Tokens exist. Subsequently, the notes are converted into investments in Tokens through the Reg D.

• There is no cap on how much capital can be raised.

•  Only accredited US investors are allowed to invest in Reg D. (Reg S allows non-accredited non-US investors). The Manhattan Street Capital platform automatically distinguishes between non-US investors and US investors to satisfy SEC legal requirements.

•  The offering company must take reasonable steps to verify that investors are accredited. The Manhattan Street Capital platform facilitates this step, and also automatically checks all investors for AML.

• The Reg D Form D must be filed with the SEC, but this is a simple filing, not a lengthy process. A few days to file. No SEC reply needed.

• The Tokens purchased by investors are not liquid for 12 months unless a liquidity event such as an S-1 IPO occurs. These restrictions must be built into the token and SMART contract.

Timelines

Step 1a Prepare the Convertible Notes. The offering goes live on Manhattan Street Capital, market the offering, raise capital with the Convertible Notes. The issuer company is allowed to give discounts to early investors and during the offering gradually reduce these discounts. Reg D investors have to be accredited, but non-US investors can invest via Reg S which allows non-accredited investors as well.

Step 1b Start the Token and Smart Contract development using the capital flowing in from the Convertible Notes.

Step 2 The Tokens are functioning and they are ready to be issued to Note owners.

Step 3 File the Form D with the SEC (Form D is a filing that does not require you to wait for SEC Qualification). When the Tokens are ready the Note owners become Reg D and Reg S investors. The Tokens are not liquid at this point, the investors must hold them at least for a year. (The holding period must be coded into the Token.)

Step 1 We give you advice about which funding method may be the best fit for your company, it depends on several different factors. Get the advice of a securities lawyer, we will refer you to an expert. Chose a marketing agency that will manage your 360° marketing campaign. We can introduce you to experienced marketing agencies.

Step 2a Engage a legal service provider to do your SEC filing. We can introduce you to good service providers.

Step 2b The marketing agency builds offering pitch on Manhattan Street Capital, video, PR, graphics, social media accounts, advertising.

Step 3a The offering goes live, the investors can purchase your Tokens or other legitimate security. The investors deposit their money into escrow. You may use smart contracts and we recommend a convertible note instead of a SAFT, in the way that your securities lawyer recommends.

Step 3b Start the marketing campaign.

Step 4a In the case of a Reg D 506C offering, the Issuing company has to take reasonable steps to verify that its investors are accredited. The Accreditation Verifications and AML checks are done by Manhattan Street Capital as an automatic part of our investment process. Since Regulation D doesn’t set a limit to the issuer company, your company is able to raise an unlimited amount of money, although there are specific restrictions that apply in some circumstances. You can keep the offering live until you have sold all the tokens/securities. 

Step 4b File Form D with the SEC. Form D is a filing that does not require you to wait for SEC Qualification.

Step 5 Continue the marketing campaign, sell all the tokens that you intended. Finish the process.

Costs

• Legal fee $30k - $60k depending on complexity. 

• Marketing fee paid to the agency that we introduce if needed, expect to cost $130k total. We introduce agencies and manage them with you.

• Manhattan Street Capital advisory service monthly fee depending on the complexity of the offering for 6 to 9 months (depending on the type of offering, not on the size of it) at $10k/mth plus $10k of tokens/mth.

• Manhattan Street Capital admin fee per investor $25 cash plus $25 worth of Tokens. Includes KYC.

• AML check $5 per investor worldwide.

• Accreditation Verification $70 per investor.

• Software Engineering; Cost $20K-$65K depending on the features of the smart contract application or platform.

  • Minimum Viable Product(MVP) development ~$20-40K
  • Smart contract & token development $15K

Get Started!