Direct Public Offering Consulting

For entrepreneurs, raising capital often feels like handing control to Wall Street. Traditional IPOs and investment banks can be expensive, restrictive, and designed for companies much larger than yours.


A Direct Public Offering (DPO) changes that. It allows you to raise money directly from your supporters, customers, employees, suppliers, or community — without relying on costly underwriters. Done right, a DPO gives you growth capital, deeper stakeholder loyalty, and public credibility while keeping you firmly in control.


At Meraki Partners, we help founders structure, launch, and manage successful Direct Public Offerings from start to finish.


What is a Direct Public Offering?


A Direct Public Offering is a capital-raising strategy where your company sells shares directly to individual investors. Unlike an IPO, where banks control distribution, pricing, and investor access, a DPO empowers you to connect directly with your audience.


Depending on your capital needs, a DPO can be structured under several regulatory paths:

  • Regulation A+ — raise up to $75M with SEC qualification (“mini-IPO”).
  • Regulation Crowdfunding (Reg CF) — raise up to $5M annually via approved portals.
  • Regulation D — raise from accredited investors under simplified disclosure rules.
  • State-level registrations — intrastate offerings to investors within a single state.

Direct Public Offering vs. Other Paths


A Direct Public Offering (DPO) differs from other public market paths like Direct Listings and IPOs in several important ways. With a DPO, the company issues and sells new shares directly to investors, raising growth capital without involving underwriters. It’s typically used by small to mid-sized businesses that want to raise between $500K and $75M, often from customers, employees, or community supporters.

A Direct Listing, on the other hand, usually doesn’t involve raising new money. Instead, existing shareholders sell their stock on an exchange to create liquidity. Direct Listings are more common for larger, well-known companies that already have significant brand recognition and don’t need immediate capital.

An Initial Public Offering (IPO) is the traditional route, where investment banks underwrite the offering, set the price, and distribute shares to institutional and retail investors. IPOs are expensive, heavily intermediated, and usually reserved for larger companies looking to raise $50M or more.

In short: a DPO is about raising modest amounts of capital directly from your stakeholders; a Direct Listing is about creating liquidity without raising money; and an IPO is about raising large sums through Wall Street underwriters.

Why Consider a Direct Public Offering?


DPOs offer advantages uniquely suited to founder-led companies:

  • Keep Control — no dilution of power to investment banks or VCs.
  • Lower Costs — avoid underwriting fees that typically consume 7%+ of IPO proceeds.
  • Turn Supporters into Owners — your customers and employees become shareholders.
  • Flexible Raises — raise what you need, from $500K to $20M, using the right exemption.
  • Marketing Power — the offering itself builds awareness and loyalty.
  • Future Path to Public Listing — build a shareholder base and compliance record that prepares you for uplisting later.

Our Direct Public Offering Services


We provide full-scope support tailored to your business and goals:

1. Feasibility & Strategy

  • Assess whether a DPO is the best option versus IPO, direct listing, or reverse merger.
  • Align fundraising goals with your growth strategy.
  • Select the right regulatory pathway (Reg A+, CF, D, or state-level).


2. Structuring & Compliance

  • Coordinate with securities attorneys to prepare filings.
  • Draft offering circulars, disclosure documents, and investor FAQs.
  • Manage SEC qualification and state-level compliance.


3. Financial & Valuation Guidance

  • Recommend share price and capital structure.
  • Model raise amounts and scenarios to optimize outcomes.
  • Ensure financials meet SEC disclosure standards.


4. Investor Marketing & Communications

  • Craft a compelling equity story for retail and accredited investors.
  • Build offering materials, landing pages, and investor decks.
  • Develop strategies for digital marketing, PR, and community engagement.


5. Execution & Post-Offering Support

  • Manage offering launch, escrow, and share issuance.
  • Handle investor relations and ongoing compliance.
  • Position you for future liquidity or uplisting opportunities.


Is a DPO Right for Your Company?


DPOs are typically best for:

  • Small to mid-sized companies seeking $500K–$20M.
  • Founders with a loyal customer base or community support.
  • Businesses that want to avoid the cost, complexity, and loss of control of an IPO.
  • Companies preparing for a future public listing but needing capital now.


FAQs About Direct Public Offerings


What is a Direct Public Offering (DPO)?
A Direct Public Offering (DPO) allows a company to raise capital by selling shares directly to investors, without using underwriters. Companies handle investor outreach themselves (or through approved portals), often targeting customers, communities, or regional investors.

How is a DPO different from a direct listing?

  • DPO: The company issues new shares and raises capital directly from investors.
  • Direct Listing: Only existing shares are listed on an exchange; no new capital is raised at the time of listing.
    Both avoid underwriters, but a DPO raises cash upfront, while a direct listing provides liquidity and market credibility.


How is a DPO different from an IPO?

An IPO involves underwriters who market the deal, distribute shares, and typically raise larger amounts of capital. A DPO skips underwriters, which lowers costs but requires the company to handle investor marketing and compliance directly. DPOs often raise smaller amounts than IPOs.


Who is a DPO best suited for?

DPOs work well for
smaller companies with:

  • Strong community or customer bases
  • Regional name recognition
  • Capital needs below what an IPO would justify
  • Founders who want to avoid heavy underwriting fees and dilution


How much can a company raise through a DPO?

Amounts vary by jurisdiction and structure. Many DPOs raise
$1M–$50M, though smaller raises are more common. Limits depend on exchange rules and securities regulations.


What exchanges support DPOs?

DPOs are often used on
smaller exchanges (like OTC Markets) or through state-level registrations. In some cases, NASDAQ or NYSE listings may be possible if requirements are met, but DPOs are more common for early-stage or regional issuers.


What are the costs of a DPO?

Costs are lower than an IPO since there are no underwriter commissions. Expect legal, audit, accounting, and advisory fees in the
low- to mid-six figures, depending on complexity and compliance needs.


How long does a DPO take?

Most DPOs take 6–12 months depending on audit readiness, regulatory filings, and investor outreach strategy. Companies with strong financials and governance can often move faster.


Do I need audited financials for a DPO?

Yes. As with IPOs and direct listings, investors and regulators require at least
2–3 years of audited financial statements (or 2 years for Emerging Growth Companies under JOBS Act rules). It's ok if you were incorporated less than two years ago!

What are the risks of a DPO?

  • Requires active investor marketing (which can be resource-intensive).
  • May raise smaller amounts compared to IPOs.
  • Lower visibility with institutional investors.
    However, for the right company, DPOs offer a cost-effective way to raise capital and build credibility.


How do you help with DPOs?

We guide founders through:

  • Evaluating whether a DPO, direct listing, or reverse merger is the best fit
  • Structuring capital raise and share issuance
  • Preparing financials, disclosures, and governance for compliance
  • Coordinating with legal and audit professionals
  • Designing investor outreach strategies to successfully complete the offering


Why Work With Meraki Partners?


We’ve guided 17 companies through public listings across IPOs, reverse mergers, direct listings, and DPOs. Our value lies in:

  • Simplifying Complexity — we break down regulatory, financial, and investor hurdles into a clear, manageable process.
  • Proven Expertise — decades of capital markets experience, both on Wall Street and with entrepreneurial growth companies.
  • Founder-Centric Approach — we protect your control while positioning you for long-term growth.
  • Execution Focus — from filings to marketing to investor onboarding, we manage the details so you can focus on building your business.


Take the Next Step


If you’re ready to explore whether a Direct Public Offering is right for your company, we’re here to help. Schedule a Consultation to discuss your options.