A crowdfunded raise has two ways to fail: it can be non-compliant, or it can be compliant and raise nothing. We design for both at once, because a campaign that satisfies the regime but does not convert investors has delivered no value to the company.
We structure the raise — instrument, exemption, tier, disclosure and investor workflow — around what will actually attract the investor base you have access to. Reg CF suits certain raises and certain audiences; Reg A+ raises the ceiling and the cost. The choice should be made on the basis of the raise, not the headline cap.
The engagement covers the structure, the offering documentation, the investor onboarding and escrow mechanics, and the close — plus the ongoing disclosure the regime requires afterwards.
- You are planning a raise from the public and need to choose between Reg CF and Reg A+.
- A previous crowdfunded campaign failed to reach its target or its minimum.
- You need offering documentation that will actually convert retail and community investors.
- You are preparing a raise alongside a tokenized or traditional instrument.
Structure follows the audience
Who will actually buy, and under what limits, determines whether Reg CF or Reg A+ is viable. Designing the raise before the audience is the most common cause of quiet campaigns.
Disclosure is a marketing asset
A clear, credible offering document converts. The minimum viable disclosure is not the target; a document investors can actually evaluate is.
The close has mechanics
Escrow, minimum thresholds, subscription processing and settlement are all part of the offer, and they need designing as carefully as the disclosure.
- Regime and tier selection against raise size, audience and cost
- Offering structure, instrument and use-of-proceeds design
- Offering documentation — Form C or Form 1-A preparation support
- Investor onboarding, subscription and escrow workflow
- Campaign, communication and disclosure-review framework
- Post-close reporting and ongoing disclosure set-up
- 01
Size the raise and the audience
The amount needed, who is realistically able to invest, and under what limits — the inputs that determine the regime.
- 02
Design the instrument
Equity, debt, revenue share or a tokenized instrument, structured for the audience and the disclosure it requires.
- 03
Prepare the offering file
Disclosure, financials and supporting exhibits prepared to the standard the platform and the Commission will review.
- 04
Build the close
Onboarding, limits, escrow and settlement mechanics, plus the communications framework for the campaign itself.
- 05
Close and report
Coordination through to a completed close, then the ongoing disclosure calendar the regime requires.
Raise structure read
A written recommendation on regime, instrument and disclosure obligations for your intended raise.
Offering programme
Structure, documentation, investor workflow and campaign framework delivered through to close.
Ongoing disclosure support
Standing support for the reporting obligations that continue after a raise closes.
- Raises with no identifiable investor audience, where the structure cannot compensate for absent demand.
- Issuers unable or unwilling to produce the financial disclosure the regime requires.
It depends on how much you need to raise and what you can afford in time and cost. Reg CF is faster, cheaper and capped lower; Reg A+ supports larger raises with a qualification process closer to a registered offering. We size the raise honestly first, because the regime follows from the number.
Frequently yes, and often in parallel structures — a public crowdfunded component alongside a private round for accredited or institutional investors. Running them together requires care with disclosure and marketing, since the private round must not be marketed publicly.
Most commonly a structure the audience cannot understand, a target that outpaces the reachable investor base, or disclosure that is technically adequate but unpersuasive. The legal work is necessary; the commercial design is what determines whether the raise closes.
Preparation generally runs to a matter of months before the campaign opens, driven by the negotiation of the instrument, the disclosure and the financials. We plan backwards from your funding need rather than forwards from the day you engage us.