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by _6hmp 1826 days ago
The change the parent is probably thinking of is that you could offer up to $5 million as a Reg Crowdfunding round (vs the previous cap of $1 million) if you wanted to offer non-accredited investors a way to invest while you are still a private company.

Wefunder or Republic or another such service would create a special purpose LLC to be the shareholder of record (or SAFE/noteholder or whatever) on your cap table.
1 comments
kenneth 1826 days ago
That's not exactly how it works, but close in spirit. When you invest in Republic, you are entering into a contract called a CrowdSAFE. It's a convertible instrument much like a SAFE, but instead of converting into the next priced funding round into stock, it converts in a liquidity event directly into stock (or the cash equivalent if an acquisition for cash). There is no intermediary SPV.

What you're describing however is the way AngelList works.

The reason for this is mainly because the Reg CF terms prohibit crowdfunding investment vehicles (such as funds or SPVs).

(Source: I am former CSO of Republic)

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_6hmp 1825 days ago
Interesting. I've purchased a CrowdSAFE with Republic and I think that aligns with what I remember about the CrowdSAFE.

Recently though I bought shares in a private company through wefunder and the docs specify I'll be a unitholder in an SPV LLC set up by wefunder that will own the stock, so I wonder if this prohibition changed with the $5m cap change?

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