A Regulation A+ offering is a marathon, not a sprint. The “capital outlay” (when you actually write the checks) is heavily front-loaded before you ever see a dollar from investors.
Below is a 12-month calendar for a typical Tier 1 (Michigan-focused) vs. Tier 2 (National) raise.
The Reg A+ Capital Outlay Calendar (2026)
| Phase | Month | Activity | Tier 1 Outlay (Est.) | Tier 2 Outlay (Est.) |
|---|---|---|---|---|
| Preparation | 1-2 | Legal Kickoff & Financial Prep | $10k (Retainer) | $15k (Retainer) |
| Audit/Review | 3-4 | CPA Audit (Tier 2) or Review (Tier 1) | $2k (Compilation) | $20k – $30k (Audit) |
| Drafting | 5-6 | Form 1-A Drafting & Filing | $15k (Legal) | $25k (Legal) |
| Review | 7-8 | SEC & State Comment Rounds | $5k (Legal) | $10k (Legal) |
| Qualification | 9 | Filing Fees & Transfer Agent Setup | $5k (State Fees) | $3k (Notice Fees) |
| Launch | 10-12 | Marketing & Investor Acquisition | $25k+ (Ads) | $50k+ (Ads) |
| TOTAL | Initial Launch Cost | ~$62,000 | ~$123,000 |
Critical Month-by-Month Milestones
Months 1-4: The “Deep Breath” Phase
- The Check: You pay the largest upfront chunk here.
- Tier 2 Focus: You cannot file with the SEC until the CPA finishes the audit. If your books are messy, this phase can stretch to 6 months and cost an extra $10k.
- Tier 1 Focus: You start your “Testing the Waters” (TTW) campaign in Michigan to see if people actually want to buy your stock before you spend the big legal fees.
Months 5-8: The “Waiting Room”
- The Check: Legal fees for responding to the SEC’s “Comment Letters.”
- The Hurdle: In Tier 1, you are also paying your lawyer to talk to the Michigan LARA office. If Michigan has “merit” concerns about your founder’s shares, this is when the legal hours (and costs) spike.
Month 9: The “Starting Gun”
- The Check: State Filing Fees. * The Difference: In Tier 1, you pay Michigan (and any other states) before you can sell. In Tier 2, you pay the Transfer Agent to set up your “Buy Now” button on your website.
Months 10-12: The “Burn”
- The Check: Digital Marketing (Facebook, Google, LinkedIn ads).
- The Reality: Reg A+ is a “marketing play.” If you aren’t spending at least $5,000–$10,000 a month on ads, it is very hard to reach your $20M or $75M goal.
Pro-Tip: “Success Fees” vs. “Fixed Fees”
When hiring your team, try to negotiate a hybrid fee structure:
- CPA: Almost always a fixed fee (must be paid upfront).
- Legal: Usually a fixed fee for the filing, but you can sometimes negotiate a “success fee” (a piece of the raise) to lower your upfront cash burn.
- Broker-Dealer: They almost always work on a 5-8% success fee, meaning they only get paid if you actually raise money.
Would you like me to help you draft a “Request for Proposal” (RFP) to send to CPAs and Attorneys so you can get these exact numbers in writing?