UPDATED 2024-06-18 

We have elected to offer a Simple Agreement for Future Exchange Plus Repurchase ("SAFE+R") under a 36/36 plan.

Under our SAFE+R subscription agreement, investors grant us up to 36 months to raise a priced round using REG-A+ and if we do not, then they can at their option enter a repurchase plan where the firm agrees to repay the investor their principal investment taking up to 36 months to do so.

We believe that the SAFE+R de-risks crowdfunding writ large, holds management accountable, and we're willing to eat our own dog food to prove it!

UPDATED 2024-05-19 

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THE PROBLEM : Companies are staying private longer

• This leaves early investors without access to timely liquidity

• Companies will ALWAYS need more capital but not all companies will qualify for VC or other Institutional Investments

• Over 99% of all companies formed will NEVER go public

• Many companies will over-value their contributions and refuse good tender offers to sell or merge leaving minority shareholders with few options to exit

 

CURRENTLY : Limited Opportunities to Liquidity

• Reverse-Mergers and Direct Registration for only the select few while SPACs appear to be a bust

• Most private companies are zombies with no suitors on the horizon and aging founders who are burning out

• Some founders want to continue to run the business or transfer management to the next generation leaving early investors out in the cold

• Industry or market dynamics may delay exit timetables

• Some shareholders may need early liquidity due to changing life circumstances

 

THE SOLUTION  : Private Execution Networks

• Market place for companies to buy back their securities

• Opportunity for investors to buy/sell with each other

• Possible path to bring in a new investor including strategic or institutional money to start a M&A process

• Companies have minimal reporting requirements

• Transactions can be completely private

• Our SPPX system can be “embedded” within companies own website

 

REVENUE MODEL : Seller Paid Transaction Fees

• We generate revenue by charging success fees to issuers:

  • Crowdfunding (MNvest, SCOR, REG-CF) at 3-8% of funds raised

  • Brokerage Placements (REG-D, REG-A) at 1-5% of funds raised

• Transfer Agent Services

  • Cap table management

  • Shareholder registry management, voting and dividend/split events

• Secondary Sales

  • 409a valuations

  • Seller Paid transactions fees at 5% +/- a liquidity premium

Growth in our Primary Offering business

"We expect the annual investment crowdfunding market size to be worth $2.5 billion by 2030 at CAGR of 38.2%."
 - Crowdfund Capital Advisors

Opportunity for Secondary Market business

“Private Markets are poised to grow”, say Forbes, “to $30 trillion by 2030, while representing an estimated $11.5 trillion asset class”, according to McKinsey’s 2022 Global Private Markets Review.

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Disclosure: this page represents Testing The Waters materials.

1. No funds or other consideration is being solicited, and if money is sent, it will not be accepted by the company; 
2. No sales will be performed or commitments to purchase accepted until the offering statement is qualified; and
3. A proposed purchaser’s indication of interest is non-binding.