StartEngine offering is now closed and is no longer accepting investments.
INVEST IN STARTENGINE TODAY!
Invest, Trade, and Build Your Startup Portfolio
$28,341,535.50 Raised
Offering Circular | Selected Risks Related to this Offering | StartEngine's SEC EDGAR Page | Section 17(b) Disclosure
This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment
Reasons to Invest
- Established CEO: In just a few short years, our CEO Howard Marks has guided StartEngine to be the largest equity crowdfunding platform in terms of total funds raised. Howard previously co-founded video game giant Activision, which today has a multi-billion dollar market cap.
- $500M raised: Companies have raised over $500M on StartEngine, $200M+ of which was raised in the past 12 months alone.
- 2.3X YoY growth: 2021 YTD revenue of $25,750,827 vs. $10,885,563 this time last year (End of November).
- Trading platform: StartEngine has launched an alternative trading system (ATS) to trade startup investments, one of the first of its kind for Reg CF and Reg A offerings in the US.
- 30,000 StartEngine shareholders: We have already raised $50M+ for StartEngine itself from over 30,000 shareholders.
- 600K strong: Over half a million people have joined our community of investors.
- Shark approved: Renowned businessman and investor Kevin O’Leary, aka “Mr. Wonderful”, is StartEngine’s Strategic Advisor, an investor, and a paid spokesperson.
As Featured In:
Now You Can Invest Like Mr. Wonderful
Leading the Industry: $200M Raised in Last 12 Months
This graph is sourced from StartEngine’s records of funding commitments received across all offerings on the platform.
In just a few short years, our CEO Howard Marks has guided StartEngine to be an industry trailblazer and the largest equity crowdfunding platform in 2020 in terms of funds raised.
To help us meet demand, we are scaling our team. StartEngine is now more than 80 people strong, and we have doubled our team in the last 12 months. We are just getting started.
StartEngine's Vision
Providing Liquidity to Our Shareholders
Historically, there is no place to trade startup investments. To see a return on your investment, you’d have to wait until the company paid dividends, was acquired or if the company IPO’d and went public. Those processes could often take anywhere from 5 to 10 years, if ever.
We are changing that. Last year, we launched our investor trading marketplace StartEngine Secondary, so that users can not only invest in companies on StartEngine, but also trade with other investors.
With this marketplace, we’ve created one of the first trading platforms in the US for Regulation A+ and Regulation Crowdfunding offerings.
StartEngine itself was the first company to quote its shares on StartEngine Secondary, and since launch, over $1,478,978 worth of shares has been traded between 1,200 investors.
We believe our trading platform will unlock StartEngine’s full potential.
StartEngine’s valuation in our Regulation A+ offerings
March 2021: New Regulations to Accelerate Our Growth
On March 15th, 2021, new rule changes from the SEC went into effect that significantly change how the StartEngine platform operates. Those changes include:
These changes mean companies can raise more capital, and investors can invest more money. We believe those changes mean StartEngine can grow faster, and our growth in 2021 validates that claim.
In the first six months of 2021, we increased our revenues year-over-year by 146% to $13.36M, more revenue than we did in all of 2020. And we successfully transitioned from operating at a loss to producing operating income of $2.13M.
How StartEngine Makes Money
Success Fee
We make money when companies raise money. We charge companies a percentage of what they raise.
Equity
We take equity in StartEngine alumni, at the same terms as the investors on our platform.
Service Fees
We charge fees for providing companies with a range of services to help them onboard and launch their campaign.
Trading Fees
We charge a selling fee on our trading platform StartEngine Secondary.
Owner’s Bonus
We sell the Owner’s Bonus as an annual subscription that gives unique perks to investors on our platform.
Meet Our Team
Before launching StartEngine, Howard co-founded video game giant Activision and turned the company into the multi billion market cap video game industry leader. Howard was also the Founder and CEO of Acclaim Games, a publisher of online games that was later sold and is part of The Walt Disney company. Howard is the Treasure of Los Angeles award recipient in 2015 and is a triple national of the United States, United Kingdom, and France.
Kevin founded SoftKey, a computer software company, that he led to a $4B exit. After the acquisition, Kevin eventually found himself on television, quickly becoming a sought-after host and personality on a range of shows – including Discovery’s Project Earth, CBC’s Dragons’ Den, and ABC’s Shark Tank. Kevin O’Leary is StartEngine’s Strategic Advisor, a StartEngine shareholder and a paid spokesperson to help bring awareness to equity crowdfunding and StartEngine's platform.
What's changed between your last offering and now?
We raised over $18.8M at a $221M valuation in our last Regulation A+ offering, which closed in October 2020. Since then, we launched our trading platform StartEngine Secondary, one of the first marketplaces of its kind in the US, and announced our 2020 growth. In 2020, we:
- Increased our revenue by 190% YoY
- Increased the amount raised on StartEngine by 236% YoY
- Increased the number of new investors by 256% YoY
- Increased the size of the StartEngine team by 154%
Last year accelerated our growth, and as of March 2021, new regulatory changes that allow companies to raise more and investors to invest more will accelerate our growth further.
In the first six months of 2021, we became a profitable company, successfully producing operating income of $2.13M.
We issued a forward 3 to 1 stock split prior to this offering. As a result, the share price in this offering is $13.50, and investors prior to this round now own three times as many shares. We believe this decision will improve liquidity for StartEngine shares on our secondary market.
The funds we raise in this round will help us tackle a few key initiatives in the coming months, including improving our secondary marketplace, launching a mobile app, hiring new team members, and bringing new alternative assets and investment opportunities to our community.
Disclaimers
AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. THE SEC HAS QUALIFIED THAT OFFERING STATEMENT, WHICH ONLY MEANS THAT THE COMPANY MAY MAKE SALES OF THE SECURITIES DESCRIBED BY THE OFFERING STATEMENT. IT DOES NOT MEAN THAT THE SEC HAS APPROVED, PASSED UPON THE MERITS OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THE OFFERING STATEMENT.
THE OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT CAN BE FOUND HERE.
THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
KEVIN O'LEARY IS A PAID SPOKESPERSON FOR STARTENGINE. READ THE 17-B DISCLOSURE HERE.
A COMPANY WHICH INTENDS TO APPLY TO LIST ITS SECURITIES ON STARTENGINE SECONDARY WILL BE SUBJECT TO CERTAIN REQUIREMENTS WHICH IT MAY OR MAY NOT BE ABLE TO SATISFY IN A TIMELY MANNER. EVEN IF A COMPANY IS QUALIFIED TO LIST ITS SECURITIES ON THE MARKET, THERE IS NO GUARANTEE THAT A DEMAND FOR THESE SECURITIES WILL EXIST. EVEN IF A COMPANY DOES MEET THE REQUIREMENTS FOR LISTING ITS SECURITIES, WE DO NOT KNOW THE EXTENT TO WHICH INVESTOR INTEREST WILL LEAD TO THE DEVELOPMENT AND MAINTENANCE OF A LIQUID TRADING MARKET. YOU SHOULD ASSUME THAT YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT FOR SOME TIME OR BE ABLE TO PLEDGE THESE SHARES AS COLLATERAL.
FOR ANY SERIES OF STARTENGINE COLLECTIBLES FUND I LLC FOR WHICH THE OFFERING STATEMENT FOR THAT OFFERING HAS NOT YET BEEN QUALIFIED BY THE SEC:
NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED.
NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE SEC. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION.
AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.
AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. YOU MAY OBTAIN A COPY OF THE PRELIMINARY OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT FROM HERE.
ABOUT
HEADQUARTERS
StartEngine 3900 W Alameda Ave Suite 1200 Burbank, CA 91505
Los Angeles, CA 91505
WEBSITE
View Site
Now you can invest in startups and early growth companies just like Mr. Wonderful. Discover highly curated investments across all kinds of industries and trade with other investors on our secondary marketplace. We’re taking startup investing public. Welcome to the future of investing.
TERMS
StartEngine
Overview
PRICE PER SHARE
$13.50
DEADLINE
Dec 20, 2021
VALUATION
$786.15M
AMOUNT RAISED
$28,341,535.50
Breakdown
MIN INVESTMENT
$500
MAX INVESTMENT
$55,000,000
MIN NUMBER OF SHARES OFFERED
0
OFFERING TYPE
Equity
ASSET TYPE
COMMON
SHARES OFFERED
Common Stock
MAX NUMBER OF SHARES OFFERED
4,074,074
Maximum Number of Shares Offered subject to adjustment for bonus shares
Company | : | StartEngine Crowdfunding Inc. |
Corporate Address | : | StartEngine 3900 W Alameda Ave Suite 1200 Burbank, CA 91505, Los Angeles, CA 91505 |
Offering Minimum | : | $500.00 |
Offering Maximum | : | $55,000,000.00 |
Minimum Investment Amount(per investor) | : | $500.00 |
Terms
Offering Type | : | Equity |
Security Name | : | Common Stock |
Minimum Number of Shares Offered | : | 37 |
Maximum Number of Shares Offered | : | 4,074,074 |
Price per Share | : | $13.50 |
Pre-Money Valuation | : | $786,149,509.50 |
ALL UPDATES
05.13.22
StartEngine passes $3M in its current round!
StartEngine has surpassed $3M in its current funding round, putting our total raised over the last 5 years at $62M from 35,000+ investors!
In our mission to give the public access to private investments, we’ve amassed over 780,000 users[1] who have driven $600M+ in funding for startups. And we have no plans of slowing down.
Here’s why 35,000 shareholders have invested in us:
Back to back to back years of over doubling revenue - with revenue growing 2.3x from 2020 to 2021
Democratizing access to capital - $600M raised for startups with a goal to raise $10B by 2029
Leading the industry - we ended 2021 as the #1 equity crowdfunding platform in the US in amount raised via Reg. CF and Reg. A.[2]
Don’t forget! Those who made a reservation and Owner’s Bonus qualify for 20% additional shares if you invest today.
If you haven’t already invested, join us today!
[1]Number of users is determined by counting investor profiles with unique email addresses which are active and have been confirmed.
[2]Total raised includes StartEngine’s Own raises and is inclusive of investments that have been closed on and investments that are received but not yet closed on.
03.15.22
StartEngine’s newest funding round is now LIVE! Earn up to 20% bonus shares.
We are thrilled to announce that StartEngine’s newest funding round is now live. Investors now have the chance to receive up to 20% bonus shares in StartEngine.
How do you qualify for 20% bonus shares? You will earn bonus shares for each of the following categories:
10% bonus shares if you reserved shares in this offering during our Test the Waters period
10% bonus shares if you are an Owner’s Bonus member (you can purchase Owner’s Bonus here)
10% bonus shares if you invest over $5,000 in this offering
These perks are stackable for up to 20% bonus shares. For example, if you reserved shares and purchase Owner’s Bonus, you will receive 20% bonus shares on your investment in StartEngine. If you also invest $5,000, you will still receive 20% bonus shares. Please note that 20% is the maximum number of bonus shares you may be eligible for, even if you qualify under all three categories. Additionally, bonus shares may not immediately appear on your investor dashboard, but will be issued prior to the offering close.
This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.
02.11.22
StartEngine shares will be available to trade soon: Follow these steps to participate
StartEngine shares will be trading on our secondary marketplace soon!
If you would like to trade your shares of StartEngine, you need to open an investment account via StartEngine Secondary. This process can take up to 10 business days, so we recommend you begin the process early.
Follow these steps in order to open your investment account and participate in trading:
- Go to secondary.startengine.com or download our iOS app
- Enter your email and password to log in to your StartEngine account
- Fill out the requested information and click "submit"
- For a video tutorial, click here
Once your account is open and approved, it may take up to 10 business days for the shares to be loaded into your account. Check your email regularly for updates on when StartEngine will officially begin trading!
If you submit your account and it is still pending after 5 business days, please reach out to contact@startengine.com and we can assist in having the account approved. You can also visit our Help Desk or Secondary FAQ to learn more about why your account may be pending.
Thank you for all of your support!
The StartEngine Team
Attention New York Investors:
We are currently in the process of switching vendors for AML and KYC reviews for the state of New York. As a result, the review and approval of accounts for New York based investors will take longer than usual. We do not have a timeline available for when this switch will be complete but will be in touch once we have updates.
Attention International Investors:
Currently, only U.S. residents that have an SSN or ITIN, a U.S. bank account, a U.S. address, and a U.S. phone number are able to trade on StartEngine Secondary. You can read more here.
12.20.21
FINAL REMINDER: Our record-breaking round closes in 4 hours. $28.3M raised+ a quote from Mr. Wonderful
Final update before our round closes in 4 hours. There have been $2,000,000+ investments made in the last 24 hours. We believe this record $28.3M raise is a direct reflection of what an amazing year we’ve had together.
Shark Tank’s Kevin O’Leary, a StartEngine investor, advisor, and paid spokesperson, said: “Investing in StartEngine is investing in the whole sector of equity crowdfunding. If you believe it’s going to be successful [...] you should think about your first investment being the platform itself, because you’re getting tremendous diversification across all the different companies that are using the platform.”
The above testimonial is a statement of opinion which may not be representative of the experience of other customers. This testimonial is no guarantee of future performance or success. Kevin O’Leary is a paid spokesperson for StartEngine Crowdfunding, Inc. See additional details here.
This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.
12.20.21
$2,000,000 raised in the last 24 hours from over 1,100 investors. Round closes in less than 8 hours.
$2,000,000 raised in the last 24 hours alone. We now have over 34,000 shareholders in StartEngine. Your support continues to amaze us. Thank you. Remember, our round closes at 11:59 pm PST.
This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.
12.19.21
$5,300,000 raised in the last 7 days alone. The momentum continues! Round closes tonight.
$5,300,000 raised in the last 7 days alone. We’re officially counting down to the close of our current funding round. Now is the time. Submit any final investments, tell your friends, round closes at 11:59pm PST.
This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.
12.18.21
$24,640,821 Raised. All-time Record on Our Platform: 1 Day Left to Invest in StartEngine
Today is a remarkable day for our raise, which has reached $24.6M. This is an all-time record raise on StartEngine’s platform. Investor interest is high, and our funding round is closing tomorrow at midnight PST. You can join our 30,000 shareholders as we strive to hit $10 billion raised through our platform by 2029.
Half A Billion Dollars Invested: Over $500,000,000 has been invested in businesses on StartEngine. To put that in context, in the last 6 months we’ve raised more than we did in all of 2020.
2.3X Increase in Revenue: Our revenue more than doubled YoY, with $25.8M through November of 2021 vs. $10.8 million in 2020.
Operating Profits: For the first time, we posted operating profits of $2.27M vs. a loss of $893K this time last year
4X Employee growth + New Verticals: In the last year, StartEngine grew from 25 employees to 100+. We’ve expanded into alternative assets, launched our own trading platform, and have a full redesign of our platform on the way.
This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.
12.17.21
Video From Our Founder: See what Howard has to say about hitting $500 million
StartEngine has officially raised half a billion dollars for companies through our platform. Our CEO, Howard Marks provided his thoughts on our recent milestone, and his thanks to the 30,000 shareholders that have invested in StartEngine itself.
12.16.21
How We’re Using Our Capital: Strategic Hires + Exclusive Preview Of StartEngine’s New Design!
In the last year, StartEngine grew from 25 employees to 100+. We plan to use capital raised in our current funding round to continue that growth and innovate our product. Recently, Seth Hulewat joined the team as Head of Product Design. Seth brings over a decade of experience as Head of Design at Fair.com and Route. We’re including a sneak peek of what he's been working on with the design team.
12.14.21
StartEngine VP of Finance shares latest financials in company Slack. Employees celebrate the 172% YOY revenue growth for November. See the full Slack thread here:
REWARDS
$515
StartEngine Owner’s Bonus
Investors with the StartEngine Owner's Bonus will earn 10% bonus shares in this offering. This bonus stacks with the TTW Reservation Bonus (for a total of 20% bonus shares), if applicable.
JOIN THE DISCUSSION
0/2500
HOW INVESTING WORKS
Cancel anytime before 48 hours before a rolling close or the offering end date.
WHY STARTENGINE?
REWARDS
We want you to succeed and get the most out of your money by offering rewards and memberships!
SECURE
Your info is your info. We take pride in keeping it that way!
DIVERSE INVESTMENTS
Invest in over 200 start-ups and collectibles!
With Regulation A+, a non-accredited investor can only invest a maximum of 10% of their annual income or 10% of their net worth per year, whichever is greater. There are no restrictions for accredited investors.
With Regulation Crowdfunding, non-accredited investors with an annual income or net worth less than $124,000, are limited to invest a maximum of 5% of the greater of those two amounts. For those with an annual income and net worth greater than $124,000, he/she is limited to investing 10% of the greater of the two amounts.
At the close of an offering, all investors whose funds have “cleared” by this time will be included in the disbursement. At this time, each investor will receive an email from StartEngine with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward.
Please keep in mind that a company can conduct a series of “closes” or withdrawals of funds throughout the duration of the campaign. If you are included in that withdrawal period, you will be emailed your countersigned subscription agreement and proof of purchase immediately following that withdrawal.
StartEngine assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market, or what occurs thereafter. Therefore, StartEngine has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.
For Regulation Crowdfunding, investors are able to cancel their investment at any point throughout the campaign up until 48 hours before the closing of the offering. Note: If the company does a rolling close, they will post an update to their current investors, giving them the opportunity to cancel during this timeframe. If you do not cancel within this 5-day timeframe, your funds will be invested in the company, and you will no longer be able to cancel the investment. If your funds show as ‘Invested’ on your account dashboard, your investment can no longer be canceled.
For Regulation A+, StartEngine allows for a four-hour cancelation period. Once the four-hour window has passed, it is up to each company to set their own cancelation policy. You may find the company’s cancelation policy in the company’s offering circular.
Once your investment is canceled, there is a 10-day clearing period (from the date your investment was submitted). After your funds have cleared the bank, you will receive your refund within 10 business days.
Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible. However, every investment needs to go through the clearing process in order to get sent back to the account associated with the investment.
Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, click here, and for Regulation A+, click here.
