THE MOVEMENT
Access was rationed. Now it isn’t.
For a hundred years, investing in a private company before it got big was effectively restricted to people who were already wealthy. The JOBS Act changed the law. Almost nobody has been told.
What democratization of capital actually means
For most of the last century, the rule was simple and rarely said out loud: if you were not already wealthy, you could not invest in a company until it was already big.
The rule had a name. To buy into most private companies you had to be an accredited investor — broadly, someone with an income over $200,000, or a net worth over $1 million not counting their home. If you did not clear that bar, the law treated you as someone who needed protecting from the opportunity.
The reasoning was not stupid. Private companies do not have to publish audited results the way public ones do, and people were being sold worthless paper. Congress decided the safest approach was to restrict who could buy.
The effect, though, was that the earliest and largest gains in American business went to people who already had money. By the time a great company reached an ordinary brokerage account, it had usually done most of its growing.
The JOBS Act, signed in 2012 and fully in force from 2016, changed the rule. Under Regulation Crowdfunding, almost any adult in the United States can invest in a private company, subject to limits based on income and net worth. It is not a loophole and it is not new any more. It has been legal for a decade.
Most people have never been told.
Reg CF, Reg A+ and Reg D, without the alphabet soup
Three sets of rules cover almost everything you will see. They differ on one question: who is allowed in.
WHO IS ALLOWED IN
Two of these three doors are open to you.
Reg CF
Regulation Crowdfunding OPEN TO EVERYONEThe one this site is mostly about.
- WHO CAN INVEST
- Almost any adult
- TYPICAL MINIMUM
- $100 or less
- WHAT THEY MUST PUBLISH
- A Form C filing, with financial statements
- WHERE YOU INVEST
- An SEC-registered funding portal
Reg A+
Regulation A+ OPEN TO EVERYONESame door, built for larger raises.
- WHO CAN INVEST
- Almost any adult
- TYPICAL MINIMUM
- A few hundred dollars
- WHAT THEY MUST PUBLISH
- An offering circular the SEC reviews
- WHERE YOU INVEST
- A portal or a broker-dealer
Reg D 506(c)
Regulation D ACCREDITED ONLYThe old world. Still the largest by dollars.
- WHO CAN INVEST
- Accredited investors only
- TYPICAL MINIMUM
- Usually much larger
- WHAT THEY MUST PUBLISH
- Comparatively little
- WHERE YOU INVEST
- Direct, or through a broker-dealer
Ceilings are per twelve months. Bars are to scale against Reg A+; Reg D has no ceiling, so its bar runs off the edge rather than stopping at a number. There are also limits on how much you may invest in a year under Reg CF, scaled to your income and net worth — the portal works yours out before you can finish.
Reg CF is the one this site is mostly about, because it is the one open to everyone. Reg A+ works similarly from your side but suits larger raises. Reg D is the old world — still the largest by dollars, still closed unless you are accredited.
There are limits on how much you personally can invest in a year under Reg CF, and they scale with your income and net worth. The portal calculates yours before you can complete an investment.
How an investment actually works, step by step
The mechanics are less mysterious than the language around them. Here is the whole path.
- You read about a company. Here, in The Beacon, or anywhere else. Nothing has happened yet.
- You go to the funding portal. Every Reg CF raise happens on a portal registered with the SEC and FINRA — Wefunder, StartEngine, Republic and others. The company cannot take your money directly.
- You read the Form C. This is the filing the company must make. It contains the financials, the risks, who runs the company, and what they intend to do with the money. It is not marketing. Read the risk factors specifically.
- You choose an amount. The portal checks it against your annual limit.
- Your money goes into escrow. Not to the company — to a third party that holds it.
- The raise either hits its minimum or it does not. If it does, the money is released to the company and you receive your security. If it does not, your money is returned.
- You can change your mind. Until 48 hours before the deadline, you can cancel and get your money back. After that you are committed.
- Then you wait. This is the part people underestimate — see the risk section below.
What you own
"Investing in a company" covers four quite different things. What you are buying changes what you can expect.
Equity. Shares. You own a percentage of the company and your stake rises or falls with its value. You usually have no say in decisions, because these are typically non-voting shares.
A SAFE. Short for Simple Agreement for Future Equity. You are not a shareholder yet. You have a right to shares later, if and when the company raises a priced round or is sold. If neither ever happens, a SAFE can convert to nothing. This is the most common instrument in crowdfunding and the least understood.
A convertible note. A loan that is meant to turn into equity later, usually at a discount. It has an interest rate and a maturity date, which gives you slightly more standing than a SAFE if things go badly.
Revenue share. You are paid back a percentage of the company's revenue until you have received an agreed multiple of what you put in. No ownership, and returns depend on sales rather than on a sale of the company.
None of these makes you a creditor in a meaningful sense. If the company fails, equity holders and SAFE holders are last in line, which usually means nothing.
The honest part about risk
This section is not a disclaimer. It is the part that decides whether the rest of this was worth reading.
Most early-stage companies fail. Not some. Most. That is true of venture-backed companies with professional investors and full-time boards, and it is true here. Assume any single investment can go to zero, because a meaningful share of them will.
Your money is locked up. There is no meaningful secondary market for these shares. You cannot sell on a bad Tuesday. Realistically you are looking at five to ten years, and possibly never — an outcome requires the company to be sold or to go public, and most are neither.
You will be diluted. If the company raises again, and it probably will need to, your percentage shrinks. This is normal and not a betrayal; it is simply how it works.
You get less information than a public shareholder. Reporting after the raise is limited. You may go long stretches knowing very little.
Enthusiasm is not diligence. Loving a product tells you something real about a company — that is genuinely part of the thesis on this site. It tells you nothing about whether the price is sensible, the margins work, or the team can execute.
The sound way to approach this is money you can afford to lose entirely, spread across more than one company, with no expectation of getting it back soon. Anyone who tells you otherwise is selling something.
Voting with your dollars
Everything above is mechanics. This is the part that is a belief, and we would rather say so than dress it up as arithmetic.
People already choose brands on more than price. They buy from companies whose values they share, whose founders they like, whose products they think are made properly. That is not sentimental — it is most of how consumer businesses actually get built.
Ownership is the next step. You are not only a customer of a company you believe in; you own a piece of it, and if it does well, that matters to you directly.
We think that is a better arrangement than the one where the only people who get to own things early are the ones who were already wealthy. That is a view, not a financial claim, and it will not make a bad company good.
The companies profiled on this site were chosen because their stories are worth telling. That is all it means. It is not a recommendation, and we do not publish raise terms, valuations, or projections — those belong in the filing, where they carry legal weight and where you should read them.
Glossary
Every term we use on this site, defined without using three more you would also have to look up.
RULES 9 terms
- Accredited investor
- Someone the SEC considers wealthy or experienced enough to invest in offerings with fewer disclosures. Broadly: income over $200,000, or net worth over $1 million excluding your home. Certain licences also qualify.
- Crowdfunding portal
- A platform registered with the SEC and FINRA through which Reg CF investments must be made. The company cannot take your money directly.
- Form C
- The filing a company must make with the SEC before a Reg CF raise. It contains financials, risks, use of proceeds and who runs the company. The risk factors are the part most worth reading.
- Issuer
- The company raising the money.
- Offering circular
- The disclosure document for a Reg A+ offering. Longer than a Form C, and reviewed by the SEC before the raise can proceed.
- Reg A+
- Regulation A. Allows raises up to $75 million from anyone, with more disclosure than Reg CF and SEC review of the offering circular.
- Reg CF
- Regulation Crowdfunding. Allows companies to raise up to $5 million in twelve months from almost any adult, through a registered portal.
- Reg D 506(c)
- The rule most private raises still use. No cap on the amount, but only accredited investors may participate, and their status must be verified.
- Security
- The legal term for what you buy: shares, a SAFE, a note, a revenue share. Anything that is an investment contract.
OWNERSHIP 5 terms
- Cap table
- The list of who owns what in a company, and in what form. Short for capitalisation table.
- Dilution
- The shrinking of your ownership percentage when a company issues new shares. Normal, expected, and not in itself a bad sign.
- Lead investor
- On some platforms, a person who negotiates terms and holds voting rights on behalf of everyone investing through the same vehicle.
- Pre-money valuation
- What a company is said to be worth before it takes new investment. It is a negotiated number, not a measured one.
- Vesting
- Founders and staff earning their shares over time rather than owning them outright on day one.
INSTRUMENTS 6 terms
- Convertible note
- A loan that is intended to convert into shares later, usually at a discount. It carries an interest rate and a maturity date.
- Discount
- A reduction on the price later investors pay, given to earlier investors as compensation for taking more risk sooner.
- Equity
- Ownership in a company, held as shares. Its value moves with the company's.
- Revenue share
- An arrangement where you are repaid a percentage of revenue until you receive an agreed multiple of your investment. No ownership.
- SAFE
- Simple Agreement for Future Equity. A right to shares in future, if a qualifying event happens. If none ever does, it can convert to nothing. Common in crowdfunding and widely misunderstood.
- Valuation cap
- On a SAFE or note, the maximum valuation at which your investment converts to shares. A lower cap is better for you.
PROCESS 4 terms
- Escrow
- A neutral third party that holds investor money until a raise hits its minimum. If it does not, the money is returned.
- Minimum raise
- The amount a raise must reach before any money is released from escrow. Below it, everyone is refunded.
- Rolling close
- Releasing money to the company in stages as the raise progresses, rather than all at the end.
- Use of proceeds
- What the company says it will spend the money on. Disclosed in the Form C.
RISK 2 terms
- Illiquid
- Not easily sold. Private company shares are illiquid: there is usually no buyer and no market, so you cannot exit on demand.
- Secondary market
- A place to sell shares to another buyer. For most private companies, one does not meaningfully exist.
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