Investing in these companies carries inherent risks, including the possibility that the company may never undergo an Initial Public Offering.
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Unlock private investing for more people than ever before. Join us for the next chapter.
Questions?
We Have Answers.
How much can I invest?
There are no restrictions for accredited investors.
When I invest, what am I purchasing?
When you invest, you are purchasing an interest in a Series LLC, which owns shares of the underlying company either directly or indirectly. You will not be purchasing shares in the underlying company itself.
What’s a Series Limited Liability Company or Series LLC?
A Series LLC, like StartEngine Private, is a parent LLC that includes multiple series, each of which holds interests in different underlying companies. The series either directly or indirectly invests in and holds shares of the underlying company. Each series will merely be a separate series and not a separate legal entity. Under Delaware law, if certain conditions are met, the liability of investors holding one series of interests is segregated from the liability of investors holding another series of interests and the assets of one series of interests are not available to satisfy the liabilities of other series of interests. In the case of StartEngine Private, each series will be created for the purpose of holding an equity interest in stated underlying companies.
When will I receive my membership interest?
After 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.
How do you determine the share price?
The Series of StartEngine Private purchases the underlying securities from an affiliate. The affiliate previously sourced and negotiated the terms to purchase these underlying securities from third parties. The amount paid by the Series is higher than the price the affiliate paid for the securities previously in the secondary market. We also note that while StartEngine does not impose any continuing management fee expenses, there is a carried interest of 20 percent associated with the investment in our series, and therefore to the extent the securities appreciate in value there will not be a one-to-one economic parity between the share value of the StartEngine Private shares and the company’s shares. Please read the “Risk Factors,” which is included as Exhibit B to the subscription agreement for further details.
What will the return on my investment be?
In the event that an underlying company experiences a liquidity event, after the relevant holding period is over, either the proceeds from the sale of the shares will be distributed to investors, or if requested, the shares will be transferred to the investor’s brokerage account of choice, minus any applicable fund operating expenses or carried interest. Holding period length varies from company to company. Please note that we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.
Can I cancel my investment?
Investors are able to cancel their investment for 48 hours after submitting their investment. 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.
What is the difference between Regulation D 506(c), Regulation Crowdfunding, and Regulation A+?
Regulation D 506(c) allows companies to raise an unlimited amount of capital from accredited investors through general solicitation and advertising, provided that all purchasers are verified as accredited investors. 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.
What does “Exclusive for Accredited Investors” mean?
Unlike Regulation Crowdfunding and Regulation A+ offerings which are open to the general public, Regulation D (Reg D) offerings using general solicitation are only available to Accredited Investors (i.e. high-net-worth individuals and sophisticated investors). Before investing in this Reg D offering, you’ll need to provide documentation proving your accreditation status, such as W-2s or bank statements.
What is an accredited investor?
In the US, an accredited investor includes anyone who:
- earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year, or;
- has a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence), or;
- holds in good standing a Series 7, 65, or 82 license.
What do I have to provide to verify my status as an accredited investor?
Please note: you can also have a Licensed Attorney, Licensed Accountant, Registered Broker-Dealer, or Registered Investment Advisor provide a letter affirming your accreditation.
Alternatively, the following information will be required:
To verify your Series 7, 65, or 82 license: provide your FINRA CRD number for validation.
Alternatively, the following information will be required:
- To verify your income: provide the last 2 years’ worth of tax documents that prove you have had sufficient income for the last two years to meet requirements.
- To verify your net worth: provide account statements, proof of property ownership, or other documentation showing ownership that proves you have a net worth that meets requirements.
To verify your Series 7, 65, or 82 license: provide your FINRA CRD number for validation.
Disclaimers
1. Companies are not participating or involved in this offering. The availability of company information does not indicate that the company has endorsed, supports or otherwise participates with StartEngine. StartEngine purchases shares from current and former employees, early investors, and advisors of the company. When you make an investment in a company on StartEngine Private, you are purchasing an interest in a series of StartEngine Private LLC, a Delaware limited liability company (the “Series LLC”), which was created to hold shares of a privately held company. An investor will not directly own or hold shares of the private company but instead will own member interests in a series of the Series LLC, which either directly or indirectly, will hold shares in the company. There may not be a one-to-one economic parity on the share value of the Series LLC shares and Company shares. StartEngine Advisors will file as an exempt reporting adviser that manages the Series LLC. StartEngine Advisors is not registered with the Securities and Exchange Commission as an investment adviser.
2. Unless otherwise indicated, the information herein, is based on valuations obtained from Pitch Book, a website that maintains a record of the companies’ funding rounds, along with their corresponding pre- and post-money valuations. As information on the companies, including the valuations, are sourced from publicly available information, we do not guarantee their accuracy or completeness. The data and information may be subject to errors, omissions, or changes over time, and we are not responsible for any inaccuracies in the data and information provided. All the information contained on these pages is derived from publicly available data and information, and has not been independently verified by us or any of our affiliates. This information should not be considered as financial or investment advice. Before making any investment decision you consult your own financial, investment and tax advisors.
These Reg D offerings are made available through StartEngine Primary, LLC, and sold only to accredited investors through general solicitation. An accredited investor is an individual or entity that meets specific income or net worth requirements as defined by the Securities and Exchange Commission.
The securities being offered have not been registered under the Securities Act of 1933 or any state securities laws and are being offered and sold in reliance on exemptions provided by Regulation D.
These offerings are speculative and illiquid, and investors should be prepared to hold the securities for an indefinite period. Investing in securities involves risk, and there is the possibility of losing your entire investment. Neither StartEngine nor its affiliates provide investment advice or recommendations, nor do they offer legal or tax advice regarding any securities.
Investors should carefully review all offering documents, including the private placement memorandum, subscription agreement, and any other relevant materials before making an investment decision.
2. Unless otherwise indicated, the information herein, is based on valuations obtained from Pitch Book, a website that maintains a record of the companies’ funding rounds, along with their corresponding pre- and post-money valuations. As information on the companies, including the valuations, are sourced from publicly available information, we do not guarantee their accuracy or completeness. The data and information may be subject to errors, omissions, or changes over time, and we are not responsible for any inaccuracies in the data and information provided. All the information contained on these pages is derived from publicly available data and information, and has not been independently verified by us or any of our affiliates. This information should not be considered as financial or investment advice. Before making any investment decision you consult your own financial, investment and tax advisors.
These Reg D offerings are made available through StartEngine Primary, LLC, and sold only to accredited investors through general solicitation. An accredited investor is an individual or entity that meets specific income or net worth requirements as defined by the Securities and Exchange Commission.
The securities being offered have not been registered under the Securities Act of 1933 or any state securities laws and are being offered and sold in reliance on exemptions provided by Regulation D.
These offerings are speculative and illiquid, and investors should be prepared to hold the securities for an indefinite period. Investing in securities involves risk, and there is the possibility of losing your entire investment. Neither StartEngine nor its affiliates provide investment advice or recommendations, nor do they offer legal or tax advice regarding any securities.
Investors should carefully review all offering documents, including the private placement memorandum, subscription agreement, and any other relevant materials before making an investment decision.
