Each company sets their own minimum investment amount. Republic’s platform-wide minimum is $10, however most companies select somewhere between $50 and $250.
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Each company sets their own minimum investment amount. Republic’s platform-wide minimum is $10, however most companies select somewhere between $50 and $250.
Yes, if you have a self-directed IRA, a revocable trust that you are the trustee for, the owner / manager of an LLC or in a position to direct a corporations monies, you can register your entity in your investor settings with Republic and invest through it. Please remember to disclose the entity's net-assets, annual revenues as well as all other Title III investments made in the last 12 months here.
Remember, you cannot receive perks if you invest with your self-directed IRA due to tax laws.
Feel free to contact contact us so we can help.
Check out our how it works page.
How much you can invest in any 12-month period depends on a combination of your net worth (less the value of your primary residence if you own a home) and your annual income.
Note: You don't have to make these calculations yourself. Your limit is automatically calculated when you become an investor.
If either your annual income or your net worth is less than $107,000, you can invest up to the greater of either $2,200 or 5% of the lesser of your annual income or net worth during any 12-month period.
If both your annual income and your net worth are equal to or more than $107,000, you can invest up to 10% of annual income or net worth—whichever is lesser up to a maximum of $107,000 during any 12-month period. If you are investing as an entity, you should use the entity's net-assets and annual revenue in place of net-worth and annual income.
Reminder: This is your 12-month limit for all Title III investments—not just those on Republic. This means you need to disclose investments you've made in the past 12 months on other platforms that host Reg. CF offerings.
The following table provides a few examples:
| Annual Income | Net Worth | Calculation | 12-month Limit |
|---|---|---|---|
| $30,000 | $105,000 | greater of $2,200 or 5% of $30,000 ($1,500) | $2,200 |
| $150,000 | $80,000 | greater of $2,200 or 5% of $80,000 ($4,000) | $4,000 |
| $150,000 | $107,000 | 10% of $107,000 ($10,700) | $10,700 |
| $200,000 | $900,000 | 10% of $200,000 ($20,000) | $20,000 |
| $1,200,000 | $2,000,000 | 10% of $1,200,000, subject to cap | $107,000 |
Republic will contact you to update this info from time to time, but you can always do so by clicking this link to access your portfolio and update your disclosures.
Failure to provide true and correct information regarding your income, net worth or previous investments may result in your investment commitments being cancelled and your account frozen.
See more examples in the SEC Investor Bulletin.
Related: How do I calculate my net worth?
If the campaign reaches its maximum goal, no more investments can be accepted and all of the subsequently made investment commitments are added to the waitlist.
If one of the earlier investors decides to cancel or doesn’t fund their investment commitment in time, the space opens up and investors from the waitlist are granted an allocation.
The order of the waitlist is determined by:
Some companies may choose to provide allocations based on each user's Note level (for example: green, purple, orange, etc.)
Generally, first, the earliest investors to join the waitlist are considered for an allocation, if the company has agreed to provide allocations based on Note level, all investors of the highest level on the waitlist are considered for an allocation, in order from the earliest investment commitment to the latest, followed by investors of the next level down, and so forth.
That means that an investor of a higher Note level could be prioritized on the waitlist to another investor who invested earlier, but is of a lower Note level. Increase your Note level by earning more Notes.
* For example, If space opens up for a $1,000 allocation and your waitlisted investment commitment $1,500, you won't get in, but the investor behind you with a $900 waitlisted investment will get in, and the next person with a $100 waitlisted investment or less will get in as well.
Each waitlisted investment commitment is a legally binding commitment and is not cancellable by the investor during the final 48 hours of each campaign. After the campaign ends, you cannot edit your waitlist investment commitment, even if waiting for an allocation.
No money will be drawn from your account while you are waitlisted regardless of your payment method.
If and when your investment clears off the waitlist, your payment method will be charged, and you will receive an email confirming your allocation in the deal. It means that investment commitments ahead of you were not paid and were cancelled.
How does the waitlist affect my investment limit?
Whether the investment commitment is waitlisted, it counts towards your Reg CF investment limit. For example, if your investment limit is $2,200 and your only investment of $500 is waitlisted, you’ll only have $1,700 to invest for the next 12-month period. If you don’t make it off the waitlist, your investment commitment will be cancelled and your remaining investment will jump back from $1,700 to $2,200.
You will generally know whether you made it off the waitlist within 2-3 weeks after the offering ends. In special situations, the settlement process may take longer.
What if my payment method fails if I am taken off the waitlist?
Your investment commitment may be forfeited for failure to make timely payment.
Yes you can increase your investment, however this will effectively be made as a new investment.
Because of this, you can only later cancel or amend this part of the investment.
For example, you had a $1,000 investment finalized and you later invested an additional $600. You can now:
A Simple Agreement for Future Equity
A SAFE is an investment contract between investors and companies looking to raise capital. Individuals make investments in exchange for the chance to earn a return—in the form of equity in the company—if the company experiences another round of financing, conducts a token-generation event*, is acquired or has an IPO.
The SAFE was created by Y Combinator and can be customized infinitesimally. Generally, SAFEs are financial instrument widely used by angels and VCs investing in startups.
* Recently, companies in the blockchain space have started using SAFEs as a way to sell tokenized equity, you should read these SAFE specifically for the terms and conditions associated with conversion and the risks associated with holding shares on a blockchain.
Investors using the SAFE get a financial stake in the company, but are not immediately holders of stock. Investments are converted to equity if certain “trigger events” occur, such as the company’s future financing, acquisition, IPO or another event pre-determined by the SAFE.
Risk note: trigger events are not guaranteed. Investors should see them only as possibilities.
Your return depends on your investment amount, the company’s exit valuation (how much the company is worth if and when the trigger event happens), and the terms of the SAFE.
Risk note: If there is never an exit valuation you may never get a return on your investment.
Each company can customize its SAFE, including or excluding certain provisions. Most include a valuation cap and a discount, others simply specify the price at which shares can be acquired in the future. If the SAFE includes both a valuation cap and a discount, the provision more favorable to the investor applies if there is ever a trigger event.
The below are examples of terms found in a SAFE, you may see all or some of them.
Price per share
The price per share denotes the cost per share at the time the investment converts into equity shares or cash. This means that investors, when a trigger event occurs, receive equity shares or cash as if they had purchased shares at the time of the SAFE purchase at the specified price.
Valuation cap
The valuation cap specifies the maximum valuation at which the investment converts into equity shares or cash. This means that investors, when a trigger event occurs, receive equity shares or cash at the valuation cap price—no matter the valuation at which the company sells. Therefore, the higher the valuation of the company at the time of sale, the greater the investor’s return.
Discount
If a trigger event for the company occurs, the discount provision gives investors equity shares (or equal value in cash) at a reduced price relative to what others pay at IPO or for the company’s acquisition.
When can I expect a return?
Investors can earn a return, if a trigger event occurs at a certain price threshold. Although trigger events sometimes happen earlier, many don’t occur for 4-6 years after the initial investment, and some take even longer.
Risk note: Startup investing is risky, so there’s no guarantee of a return on this kind of investment.
Can I sell my SAFE?
In general, you can only sell a SAFE after one year from purchase date and only if you find a buyer, which might not be easy to do. Some SAFEs restrict liquidity further, check the terms and conditions.
Will my SAFE get converted in the startup’s next round?
In the event of a subsequent equity financing round, the company will generally convert the SAFE. Please consult the SAFE for further details.
A custodial account is a bank account that can be used to hold your investments (in legal speak, your securities). Unlike when you make investments on Republic without a custodial account, a custodial account allows you to name a beneficiary and accept payments such as dividend distributions or cash payouts. Custodial accounts are not managed or held by Republic; instead, our escrow agent PrimeTrust manages them. A custodial account is like a box you can passively hold your investments in safely and securely with a bank making sure no one can claim your investment without your consent.
In short: because it's better for you and the company you’re investing in.
Traditionally, when making investments on Republic, and other Reg CF platforms, investors purchase their securities directly. In other words, just like you can buy a toaster on Amazon and hold it in your hands, securities purchased directly are held by you, the investor, not a broker or other intermediary like most publicly traded securities (like AAPL).
Some companies have moved toward an issuance model where investors may only purchase the securities if a third-party bank can hold the security for them. Companies do this to ensure that all securities they sell during their campaign are in the same place, this means if a liquidity event occurs or other actions with respect to the securities are necessary, the company can look to one bank to service the securities, rather than each individual (which can get very difficult if there are thousands of investors!). If a company is requiring custodial accounts to participate in their campaign on Republic, is the only way to participate.
It's completely automated between Republic and PrimeTrust: you don’t need to do anything except filling out your information when prompted. It is then sent securely to PrimeTrust, and an account is opened in your name.
No! Opening a custodial account is free. We think it provides some great investor protections. Note, if you ever want to move your securities out of your custodial account if they are not freely tradeable or not cash equivalent, you may incur a fee to do so, learn more here.
Great question, and the answer is, whatever you want. You can either use your account with Prime Trust to act as a wallet or safety deposit box for your securities purchase on Republic. But by logging into your account on PrimeTrust you can unlock a suite of other options, like opening up an IRA, trading crypto and holding cash.
For investors, it means their security interest will be held by a bank, meaning it can’t be lost like an email or a piece of paper. Having an account means you can designate transfer on death rights and better integrate your holdings into your estate planning. For companies, it can drastically increase efficiency by reducing their cap table management costs and by keeping their cap tables clean, helping them raise future rounds. When exits occur, providing their holders cash or securities is easiest to do all in one place.
It depends.
If the campaign has more than 48 hours before the deadline, you can increase, decrease or cancel your waitlisted investment commitment.
If the campaign has less than 48 hours before the deadline, you can increase your waitlisted investment commitment.
If the campaign has passed the deadline, you cannot adjust your waitlisted investment commitment, it can only be accepted or rejected by the startup during the reconcilliation process - this can take 60 or more days to complete.
As a financial institution, just like your bank or broker, we need to be able to verify each investor's identity. This is not just helpful for the startups we host (imagine trying to issue shares to someone who doesn't exist) it is also required under U.S. federal law to prevent terrorist financing and money laundering.
From time to time, you may be prompted to provide your SSN, ID or Passport to complete an investment. Which of these is asked for will depend on, and is specific, to your situation. We collect this data to verify who you are and to make sure you are not on a list that would prevent the startup from doing business with you.
When we collect your personal identifying information, it's sent through a secure link to an established third party verification service (same one that AngelList uses), we do not retain it. If your documents and numbers are cleared, there will be no further action required, if something isn't right, we will reach out and help you fix it.
We want everyone to be able to invest on Republic, however, failure to provide requested documents or information will result in your investment commitment being cancelled.
No.
Please never send Republic or a company conducting a campaign on Republic a check.
As a regulated securities portal, Republic an only facilitate investments online using this website (republic.co).
If you send a check to Republic or a company conducting a campaign on Republic, the check will be returned to you, without interest or deduction, and no investment commitment will be have been made or recognized.
A value-add investor brings more to a company than an investment. These "smart money" investors can contribute to a company's growth by contributing much-needed skills, making important networking introductions, and utilizing their resources to help fill in specific gaps.
The true power of Republic lies in the value-add that every investor offers to startups. By contributing your knowledge, your connections, and your skill set to your portfolio company, you're not just helping them — you're supporting a robust startup ecosystem.
In May of 2020, the SEC released special conditional rules for certain companies that launch Reg. CF campaigns between May 4, 2020 and August 31, 2020 - these rules can apply to these deals through March 1, 2021.
If a company has been adversely impacted by COVID-19, and is approved to take advantage of the conditional rules by Republic's investment commitee, their campaign on Republic will be subject to slightly modified rules:
Requirement | Regular Campaign | COVID-19 Campaign |
Issuer Eligibility | The exemption is not available to:
| Must meet all Regular requirements and:
|
Campaign Start | Upon complete Form C filed with appropriate financial statements attached. | Upon filing of a Form C which can be made without financial statements. |
Investments | Can be cancelled or lowered anytime until 48 hours before a closing unless a material change occurs in the last 48 hours. | Cancellation timelines are determined by the Form C, may be only 48 hours to cancel or lower an investment. |
Sales permitted (closings) | After target amount is met and a closing or the deadline occurs. | Cannot occur unless and until financial statements are provided. |
Early Closes | After target amount has been met and 5 business days’ notice provided. | If financial statements are provided, the target amount is met and relevant investments are not cancellable. |
Financial Statements (Looking at campaigns in last 12 months to determine Maximum Amount) |
|
|
Yes, startup investing is very risky. Learn more here.
Republic, AngelList, CoinList, and Product Hunt make up a robust family of startups, all under the AngelList umbrella. With complementary visions for the startup world, we often collaborate with the companies in this ecosystem.
In 2016, Republic spun out of AngelList, a community of startups and accredited investors that makes fundraising more efficient. When Title III equity crowdfunding regulations were enacted, Republic adopted a similar mission to make fundraising and investing easier for startups and all investors––especially unaccredited ones.
Ken Nguyen, Republic’s CEO, is the former General Counsel of AngelList and co-founded Republic with Paul Menchov, a former technology officer of AngelList and co-founder/CTO of CoinList.
AngelList is a diversified holding company and operator, holding an equity interest in both Republic and CoinList. Product Hunt was acquired by AngelList in 2016.
When certain conditions are met, the startup may choose to do a rolling close to receive some of the money raised and start using it to grow their business.
The name comes from the fact that the investments are closed on a rolling basis, as opposed to in the end of the campaign.
If you have made an investment in a campaign before the rolling close:
Many startups raising on Republic may choose do a rolling close if their campaign has already raised double its minimum target amount and will have more than 21 days left at the end of the closing.
To do this, the startups must pre-disclose their ability to do the rolling close in their Form C and receive permission from Republic before conducting each close.
Republic may set other terms and conditions to allow a startup to conduct a rolling close.
Startups which conduct rolling closes on Republic must covenant to return the funds if they ultimately withdraw their campaigns.
Companies raising funds with Republic are offered the opportunity to be featured in our blog's superheroes section once they've graduated to our home page.
Features are on a first come, first served basis. We generally publish one blog post per week.
Many companies choose to not participate in the blog; appearing on the blog is not an endorsement of a companies offering. We also feature entrepreneurs not raising on Republic if they have an interesting story or are furthering our mission.
Every company raising funds on Republic is viewable on our All Companies page. But how does a company make it to the home page and to the top navigation section under the “For investors” label? We use objective criteria to graduate a company:
A company graduates to the home page when:
(1) The company raises more than $25,000; and
(2) The company has not requested to be left off of the home page; such request may be withdrawn at any time requirement (1) is met.
However, certain companies who will appear on Meet the Drapers after the date this policy is effective will be subject to the following policy:
A company appearing on Meet the Drapers that has not already made the home page will graduate to the home page when:
(1) The company raises more than target offering amount (also called minimum amount); and
(2) The company has not requested to be left off of the home page; such request may be withdrawn at any time requirement (1) is met.
Appearing on the home page is not an endorsement of a company's offering. Companies that appear on the home page are offered the opportunity to (i) have their campaign's launch announced via an email to Republic's user base (ii) be featured in the Superheroes blog.
Certain companies may appear on other landing pages, these are meant to objectively identify which companies are participating in certain programs Republic participates with.
For example, Meet the Drapers participants will always appear on the Meet the Drapers landing page. Appearing on a topic specific page is not an endorsement of a company's offering.
Republic reserves the right to change this policy without notice, this policy was last updated on December 26, 2019. Version 1.4.
A Crowd SDA is an investment contract between lenders (investors) and companies looking to raise capital. Individuals make investments in exchange for the chance to earn a return in the form of cash interest payments.
The Crowd SDA was created by Republic and is a debt crowdfunding-specific version of a typical debt agreement, a financial instrument widely used by angels, VCs and other accredited investors investing in startups.
Under the terms of the Crowd SDA, investors lend money to the company in exchange for annual interest payments during the term of the agreement. The company has the right to accelerate repayment of interest and/or principal, subject to a minimum return multiple (e.g. 1.5x the principal). If the company makes all interest payments due under the Crowd SDA, the minimum return multiple will be satisfied.
RISK NOTE: payments are not guaranteed. The company may not have sufficient capital available to meet its payment obligations under the Crowd SDA, and the Crowd SDA is unsecured, meaning there is no collateral to which investors would have recourse in the event that the company is unable to meet its payment obligations.
Your return depends on your investment amount, the interest rate and the minimum return multiple amount detailed in the agreement. There is no guarantee of a return, as the company you lend to may not be able to service the debt and has not secured the debt with any assets.
Each company can customize its Crowd SDA, including or excluding certain provisions. Most include an interest rate and a minimum return multiple. If the Crowd SDA includes both an interest rate and minimum return multiple, the provision more favorable to the investor applies.
Key terms of the Crowd SDA include:
Annual Payment means an amount equal to or greater than the product of (i) the Loan Amount and (ii) the Interest Rate.
The Interest Rate is simple interest, paid annually, calculated based on the amount of your investment in the offering.
The Maturity Date is a future date, usually expressed as a number of of years from the Payment Start Date (as defined in the Crowd SDA). Upon the maturity date, the company must repay all outstanding interest and principal due under the Crowd SDA.
The Minimum Return Multiple is also determined by the company and defines the minimum total return which the investor is entitled to have received by the Maturity Date, expressed as a multiple of the principal amount.
Each fundraising startup's page has a public Q&A (or "Discussion") section where investors can ask questions, provide their reasons for deciding to invest or not, or share opinions, and where the founders can provide additional answers or information.
As with any public discussion, some posts can be more helpful than others.
To reward helpful, constructive participation in the discussion, we created a way for the founders to explicitly highlight certain posts as being "helpful" (this button is only visible to founders).
Authors of helpful posts will also get additional rewards in Notes.
So to increase the chance of your comments to be marked as helpful, you should participate in the discussion, provide insight, analysis, help founders answer questions that you know answers to — and it's likely that they will want to thank you for your contribution 🌟
A membership interest represents an investor's (called a "member") ownership stake in an LLC. A person who holds a membership interest has a profit and voting interest in the LLC (although these may be amended by contract). Ownership in an LLC can be expressed by percentage ownership interest or membership units.
An LLC is different from a corporation in that it is able to distribute its membership interests in any way it wishes, regardless of the amount of capital contribution a member makes to the company. In addition, an LLC can have different classes of membership interests, which enables it to allocate profits and voting rights in a special manner.
A membership interest is frequently represented in the admission of the investor's name to the LLC to a ledger, this means no certificated security instruments may be issued to membership interest holders aka members.
If an LLC is profitable, the Manager (equivalent to CEO) may make distributions to member's on a pro-rated or other basis. Therefore like holding stock entitled to dividends, holding membership interests may entitle a holder to distributions.
If an LLC is sold or merges, the members will receive cash or other assets as consideration for their ownership right.
LLC's generally do not go public, but may be converted to a C-corp in anticipation of a public offering, this would make membership interest holders stock holders.
Republic is a diversified family of companies operating in the capital formation and community building space.
OpenDeal Inc. dba Republic is Republic's parent company.
OpenDeal Portal LLC dba Republic is Republic's regulated crowdfunding portal.
Republic Maximal LLC dba Republic Labs is Republic's exempt reporting adviser.
OpenDeal Broker LLC dba Capital R is Republic's registered broker dealer.
Republic Crypto LLC dba Republic Advisory Services is Republic's blockchain advisory company.
Republic Core LLC (Republic Core) is Republic's captive technology and related services provider.
To receive access to potential investment opportunities for accredited investors, certify your accreditation in investor settings.
A startup that has been designated with the trending designation has received $25,000 or more investment commitments, from 100 or more investors within the last 3 days.
A share of stock represents an investor's (called a "shareholder") ownership stake in a Corporation. A person who holds a share has a financial interest in the Corporation - which may include voting rights, dividend rights and liquidity rights.
Preferred vs. Common Stock: An Overview
There are many differences between preferred and common stock, many of which are affected by the Corporation's Charter. The main difference is that preferred stock usually do not give shareholders voting rights, while common stock does, usually at one vote per share owned.
Preferred Stock
A main difference from common stock is that preferred stock generally comes with no voting rights. So when it comes time for a company to elect a board of directors or vote on any form of corporate policy, preferred shareholders have no voice in the future of the company.
Preferred stock functions similarly to bonds since with preferred shares, shareholders are usually guaranteed a fixed dividend in perpetuity. The dividend yield of a preferred stock is calculated as the dollar amount of a dividend divided by the price of the stock. This is often based on the par value before a preferred stock is offered. It's commonly calculated as a percentage of the current market price after it begins trading. This is different from common stock which has variable dividends that are declared by the board of directors and never guaranteed. In fact, many companies do not pay out dividends to common stock at all. Like bonds, preferred shares also have a par value which is affected by interest rates. When interest rates rise, the value of the preferred stock declines, and vice versa. Dividend payments are never guaranteed and a company's financial position may prohibit them from making dividend payments.
Preferred Stock can also have other unique features, unlike common shares, preferred shares also have a call-ability feature which gives the issuing company the right to redeem the shares from the market after a predetermined time.
Common stock represents shares of ownership in a corporation and the type of stock in which most people invest. When people talk about stocks they are usually referring to common stock. In fact, the great majority of stock is issued is in this form. Common shares represent a claim on profits (dividends) and confer voting rights. Investors most often get one vote per share-owned to elect board members who oversee the major decisions made by management. Stockholders thus have the ability to exercise control over corporate policy and management issues compared to preferred shareholders.
When it comes to a company's dividends, the company's board of directors will decide whether or not to pay out a dividend to common stockholders. If a company misses a dividend, the common stockholder gets bumped back for a preferred stockholder, meaning paying the latter is a higher priority for the company. The claim over a company's income and earnings is most important during times of insolvency. Common stockholders are last in line for the company's assets. This means that when the company must liquidate and pay all creditors and bondholders, common stockholders will not receive any money until after the preferred shareholders are paid out.
On Republic, you can follow other users. Similar to other social websites, it allows you to easily follow their activity on Republic:
Following the right people is a great way to discover deals. Look through the Reviews section of any startup and find people whose reasons for investing you find thoughtful and compelling and follow them.
In turn, write thoughtful investment reason and build a following. The more people follow you, the more impact you can make with your investments!
You’re allowed to sell your stake in a crowdfunding investment starting one year after your investment is provided to you, and earlier under some circumstances under federal law.
However, there’s no guarantee that someone will be willing to buy it at that point. You must also ensure compliance with any applicable state or foreign law.
When you invest on Republic, you receive a Crowd Safe, which gives you a financial interest in the company you invested in. You can make money if that company “exits”, meaning it is acquired or goes public at a higher price than you paid for it, but could also lose your entire investment if it fails.
You can cancel a Republic investment and receive a refund up until 48 hours before the campaign deadline, after which point your investment is final. Republic considers reducing your investment commitment to be equivalent to cancelling your investment and making a new one, this means you cannot reduce your investment commitment during the final 48 hours of a campaign, subject to each issuing company's discretion.
Yes, if a company fails to meet their funding goal all investments in that company will be cancelled and refunded.
You get a Crowd SAFE, which is a security that gives you a financial interest in the company you invested in. Some campaigns also offer perks (e.g. a pre-order of their product) for particular investment amounts.
Crowd Safes (SAFEs) are not common stock. Common stock represents an ownership stake in a company and entitles you to certain rights under state corporate law and federal securities law. A SAFE, on the other hand, is an agreement to provide you a future equity stake based on the amount you invested if—and only if—a triggering event occurs. SAFEs do not represent a current equity stake in the company in which you are investing. Instead, the terms of the SAFE have to be met in order for you to receive your equity stake.
Read more at: investor.gov
If a company fundraises on Republic via Crowd SAFE or convertible note, unless and until the Crowd SAFE or the note is converted into an equity stake, you will have no information or voting right as an investor in the company.
If and when you receive voting shares in a company, your voting rights will likely be diluted when the company raises additional funds.
Many companies on Republic raise using instruments that can never grant voting rights, such as the Token DPA, Crowd SDA and Crowd TPA. Read more about each instrument and the Form C of each company you are interested in investing in.
The rule states that all communications relating to your crowdfunding investment must be in writing, through Republic.
After you invest in the company, the founders can message your via a private message, but these communications can not contain any material information about the company that's not included on the public campaign page.
All communications containing or requesting new material information about the company or its business must be public and visible to all prospective investors.
On Republic, public communications can happen on the discussion section of each campaign or in the comments to the company's public updates.
Companies that have successfully raised on Republic are required to publish an annual update on their website 120 days after the end of their next fiscal year.
After the first annual company update, many companies will not be legally required to continue providing annual updates, others will not have to provide annual company updates after two or three years, therefore investors may not have access to current financial statements as they hold their investment.
Please note, that Republic can not be held responsible if the company fails to publish an annual report.
Separately, we encourage companies to post regular investor updates on Republic, but they are not required to do so by law.
No. Crowd SAFE holders have no right to the income of the company while they hold the Crowd SAFE. Therefore there is no K-1 or tax documentation due to Crowd SAFE holders unless and until they are converted to another instrument.
Many companies raising on Republic Crypto use securities instruments that can be repaid in tokens at a future date. The most common uses of tokens are to represent shares in a company or to be used as a way to pay for the use of the product a company is offering.
Tokens are held through a wallet. A wallet holds and secures the tokens you own. Your wallet consists of a public address which is used to identify your wallet and the tokens it holds. In fact, within the software of the token, there is a piece of data which keeps the address of the wallet which owns it.
(Disclaimer, this was an oversimplification of what a cryptocurrency wallet is. While it will suffice for the purpose of this explanation, you can find a more detailed and accurate explanation here. This explanation should not be read as a guarantee that any offering on Republic Crypto will result in tokens being distributed )
When investing on Republic Crypto, we generally ask for a wallet address as part of the investment process. This address will be used by the issuing company to send you tokens if they are due to you.
Before we give you instructions, we should make a few simple disclaimers, setting up your wallet is your personal responsibility - while Republic is providing this guide as an educational tool, we can't be responsible for for your wallet's set-up or security. You should do you own research and diligence before creating a wallet and when making decisions on how best to secure it.
If you already have a wallet and just want to get the public address, click here.
In the following set of (rather lengthy) instructions, we'll instruct you on how to create and Ethereum wallet using a website called MyEtherWallet and also how to find out the wallet's public address.
How to set up an ether wallet and get the address using MyEtherWallet
1. Go to https://www.myetherwallet.com on your browser
2. You should see a welcome screen like this:
We highly suggest you go through the information provided in this mini-tutorial. This website will make an ether wallet for you and give you the necessary details to access and use it, however it won't keep your wallet secure for you. That's your responsibility and this tutorial gives important information on how to do so.
To go through the tutorial, you press the blue button with the arrow on each page.
If you're already aware of what needs to be done in order to keep an ether wallet safe, they do give you the option to quit the tutorial by clicking on the tiny cross on the top right (we've pointed at it in the screenshot below.
3. You should now see the MyEtherWallet homepage. The homepage happens to be the fastest way to create a new ether wallet.
You start by entering a password in the box (we've pointed at it in the screenshot below). As with all passwords, make sure it's strong (Here's a good article on how to do that).
Once that's done, click on the "Create New Wallet" button.
4. The next screen you're taken to will ask you to save you 'Keystore' file. Your keystore file is similar to a backup key to your house's front door. If you lose your main key, you can use it to access your house. However, if someone else has your backup key, they too can get into your house. Your keystore file is evidently not a physical object but a computer file.
You should download your keystore file and keep it in a safe location in your computer or on the cloud that only you have access to. Ideally you will make backups of this file and keep them in equally secure locations.
To get through this step you click the "Download Keystore File (UTC/JSON)" button.
One of two things will happen here. Either
Once you've downloaded the file, the "I understand. Continue." button should go from a blush red to a more solid red. And you'll now be able to click it. Go ahead and do that.
5. The next step involves your private key. If we continue the analogy with your house door, your private key is your main key. But unlike a physical key, it's significantly easier to duplicate. If someone knows your private key, they have as much access to the wallet as you do. Unlike a password, or a house key, you cannot change your private key.
What this means is that you should never let anyone see your private key, unless you're willing to give control of everything that is in your wallet to them at any point in time. We recommend that you keep a copy of your private key in an extremely secure location. A popular solution is to write down your private key on a piece of paper and store it in a safe only you have the combination to. But make multiple copies and be sure that you copied it accurately.
MyEtherWallet is kind enough to provide an option to print your paper wallet. This is to make it easier for you to print or save a few important pieces of information about your wallet. We suggest that you click on the "Print Paper Wallet" button and save and / or print the image they give you. It will look something like this:
(p.s. don't get excited, there's nothing in this wallet, but take note of how easy it is to access a wallet once you have the private key)
You'll notice that your Address is also on the image. A public address is what is used to transfer tokens to your wallet. It is okay if other people know your address, it gives them no control over the contents.
The public address is what you will have to provide to Republic so that the company you invested in can transfer tokens to your wallet.
After you've gone through the necessary steps to safeguard your private key, go ahead and click the "Save Your Address" button.
6. You should now be taken to a screen that asks you to "Unlock your wallet to see your address"
For the sake of this tutorial we'll unlock your wallet using your private key.
Click on the little circle to the left of the Private Key option on the menu:
You should see some information and a box appear on the right of the screen. Enter your private key into the box on the bottom right:
If you've entered a valid private key, the box's red outline will turn green and an unlock button will appear like so:
Click it!
7. If successful, a blue bar will temporarily appear at the bottom of your screen saying "Wallet successfully decrypted.
If you scroll down now, you should be able to see all your wallet information. Including your address, your private key (which can be made visible by pressing the little eye icon), as well as your token balances.
We've highlighted your Account Address with a red box since this is what you will need to enter when you submit your wallet address to Republic.
If you already have an ether wallet and you just want to get to the "Wallet Information" screen in step 7 it should be quite straight forward.
When you see the homepage upon going to https://www.myetherwallet.com, click on the View Wallet Info button near the header (circled below).
You should be taken to the following screen:
Look familiar? You can now follow the same instructions as Step 6 in this tutorial to access your wallet information.
Good luck and let us know if we missed anything - you can always e-mail us at [email protected] to suggest improvements to this guide.
The following information is based on our understanding of how some investors will be taxed on commonly used investment instruments. Each company hosted on Republic prepares its own security instrument for fundraising. We do not provide any guidance as to how such instruments may be taxed generally or how a specific investor purchasing these instruments would be taxed, and encourage you to discuss any tax questions with your tax, legal, accounting, and other financial advisers. The great majority of investments in seed-stage and early-stage companies result in complete losses for the investor, so tax losses may be expected on your investment.
Crowd SAFE investments: Crowd SAFE investments grant the holder a contingent right to receive stock or cash at a later period of time. Generally, these investments do not generate a taxable event until some type of liquidity event (e.g. when the issuer engages in an initial public offering or is acquired). Crowd SAFE instruments typically do not afford an investor the right to receive K-1s or similar tax documents.
Token DPA investments: The Token DPA is a debt-like instrument which affords the investor the right to a future cash payment or tokens. If the investor receives cash with interest, tax will be due on the interest gained. If the investor receives tokens, tax guidance is unclear as to whether there is a taxable event. You may have to pay tax on the value gained then or pay tax when you sell or trade the tokens. Token DPA instruments typically do not afford an investor the right to receive K-1s or similar tax documents.
Other instrument types such as the Crowd SDA and Crowd TPA will be taxed based on facts and circumstances unique to each instrument. You should consult with the issuing company and your tax advisor.
Generally, Republic will not provide tax documents.
To print an offering (deal) page, use your browser's print function (Cmd+P on Mac, Ctrl+P on Windows).
The easiest way to download a page as a PDF is to go through the print command, and choose "Print to PDF" or "Save as PDF" in the print destination / printer choice menu:
Did you invest in a Republic offering in the last year or before? Curious as to how your investment may impact your taxes? While Republic cannot give you tax advice, we will provide you with some general information and resources. We hope you find these guidelines helpful.
Tax liability is largely determined by what type of entity you invested in:
The first step is to determine whether you have invested in a C corporation or an LLC. You can find this information on each company's Form C, which is attached to the deal page offering.
What if I invested in a C-corporation?
In general, U.S. investors investing in C-corporations on Republic will only need to report income when they realize a gain or loss for tax purposes and no K-1 is due to you. In other words,
In these cases, the company you invested in (or its 3rd party transfer agent) will provide you with the necessary documents. Republic won’t be sending any tax forms to you.
What if I invested in an LLC?
If you invested in an LLC and you currently hold a Crowd SAFE, Token DPA or other security, no K-1 is due to you. If your Crowd SAFE has been converted, you should reach out to the issuing company for a K-1. If your Token DPA was repaid in Tokens, you should consult with your own counsel to determine if you have any tax liabilities.
What if the company I invested in went bankrupt?
The company or its trustee is responsible for providing you tax documents to reflect the loss. Republic may assist these companies in distributing tax documents, but cannot create them or secure them until there is court approval of the winding up of the business.
What if I sold the security I acquired on Republic in a private transaction and realized a gain?
Once you sell a capital asset, such as Crowd SAFE, and realize a gain, the capital gain (i.e., [sales price] - [basis]) is taxable.
What if I sold the security I acquired on Republic in a private transaction and realized a loss?
Once you sell a capital asset, such as Crowd SAFE or a Token DPA, at a loss, the capital loss ([basis] - [sales price]) qualifies as a capital loss and can be used to offset capital gains (and in some cases, ordinary income).
For further information, you may consult the following resources:
When you invest in a company on Republic, whether your investment will actually happen depends on whether the startup's campaign on Republic succeeds.
For the campaign to be considered successful, the startup needs to
After the campaign successfully ends, the finalization process begins. It involves filing the paperwork, chasing outstanding investor payments, doing the accounting, and dispersing funds to the company from the escrow. Depending on the size of the round, this can take weeks and, sometimes, months.
When every investor and their payment is accounted for, the round is closed and Crowd SAFEs are generated, signed, and sent to the investors.
When you receive your signed Crowd SAFE, your investment is considered finalized.
You may receive a prompt as you login to your Republic account, or through email, to verify your identity in order to complete your investment or when investing, your social security number (SSN) may be requested. You may be flagged to verify your identity at the time of your first investment, or after a later investment made on the platform.
Why do I need to provided my SSN or provide documents to confirm my identity? When you invest, Republic uses third party service providers to validate your identity and confirm you are not prevented from investing due to federal prohibitions on your activities. We ask that you provide an I.D. to confirm your identity. Many people have names shared by others, therefore we need an ID and other identifying information to make sure you are well, you! We take this step to protect you from identity theft and to ensure if you purchase securities, they are in the name of the right persons, it is standard for all investment programs.
What do I need to do if prompted? You will be asked to submit an image of your identification document, which will be reviewed to ensure it is legitimate and has not been altered or manipulated. You can always check to see if we need your ID by going to https://republic.co/investor/verify.
How do I know this is secure? Your identification documents will be securely transferred to our partner for verification, Republic does not retain copies of documents you submit.
No, there is no citizenship requirement to invest and Republic is open to anyone over 18.
Each company on Republic determines what types of investors they will accept, check each deal page for details.
See our FAQ about non-US investors here for more information.
The terms of each campaign on Republic, from the type of security being sold, to who can participate, is determined by each company raising on Republic. Each campaign's Form C will list which jurisdictions are being solicited on the cover page.
If a company is accepting international investors or investors from your jurisdiction, you may invest using your credit/debit cards or via a wire transfer.
If the investor lives outside the United States, it is the investor’s responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the securities, including obtaining required governmental or other consents or observing any other required legal or other formalities.
Each company on Republic reserves the right to deny the purchase of the securities by any foreign purchaser.
At the Ontario Securities Commission’s request, investors who reside within their jurisdiction are currently prohibited from participate in all investment opportunities on Republic. We are working to remove this limitation.
Anyone 18 years or older can invest.
Each company on Republic decides what other requirements there are to invest in each unique campaign; please refer to each company's deal page for details on who can invest.
Please note, there are limits to how much you can invest based on your income. net worth and any other investments you've made in Title III/Regulated Crowdfunding offerings.
Your net worth is the sum of all your assets, minus all your liabilities. For purposes of investing on Republic, the value of any primary residence should not be included in your assets. Similarly, any mortgages or other loans on that residence do not count as a liability (up to the fair market value of your home).
If you are investing with your spouse, you can use your combined income or net worth. Your Republic account's investment limit will reflect that combined net worth and income.
For example, Jon Smith, with an annual income of $80,000, invests with his spouse, Jane Doe, with an annual income of $120,000. Together, their combined investment limit is that of a single investor with an annual income of $200,000.
The following table provides a few examples of net worth calculations for the purposes of determining crowdfunding investment limits:
|
Primary residence
(Not included except for related liabilites below): | Jane Doe | John Smith | James Lee |
|---|---|---|---|
| Home value | $300 | $300 | $300 |
| Mortgage | $200 | $200 | $200 |
| Home equity line: | |||
| More than 60 days old | — | $20 | — |
| Less than 60 days old | — | $10 | — |
| Included assets: | |||
| Bank accounts | $20 | $20 | $20 |
| 401(k)/IRA accounts | $100 | $100 | $100 |
| Other investments | $50 | $50 | $50 |
| Car | $20 | $20 | $20 |
| Total included assets | $190 | $190 | $190 |
| Included liabilities: | |||
| Student and car loans | $100 | $100 | $100 |
| Other liabilities | $20 | $20 | $20 |
| Portion of mortgage underwater | — | — | $30 |
| Home equity line
(Less than 60 days old) |
— | $10 | — |
| Total included liabilities | $120 | $130 | $150 |
| Net Worth | $70 | $60 | $40 |
If you are unsure how to calculate your net worth or income, the SEC Investor Bulletin provides more details.
Related: How much can I invest?
For compliance purposes, we use each offering's closure date to select investments in the rolling 12-month calculation, and not the investment commitment date.
Investment limits are calculated as (Investment commitments as of the date of the campaign they are associated's closing for the next 365 days + any disclosed Title III investments made on other portals).
For example, an investment commitment of $100 made on 1/1/17 for a campaign that closed successfully on 2/1/18, would count as being made and going against an investor's investment limit from 2/1/18 to 2/1/19.
This means that an investment made during a campaign can count against your 12 month rolling investment limit for more than 12 months depending on when the campaign closes. Please consult your investor profile to see your current limit.
Each company on Republic decides which jurisdictions to accept investors from and is responsible for ensuring they are compliant in that jurisdiction.
When an offering is open to international investors, Canadian investors are welcome to participate in offerings on Republic.
Canadian investors may be subject to additional holding requirements that exceed those that apply to US investors.
At the Ontario Securities Commission’s request, investors who reside within their jurisdiction are currently prohibited from participate in all investment opportunities on Republic. We are working to remove this limitation.
If the investor lives outside the United States, it is the investor’s responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the securities, including obtaining required governmental or other consents or observing any other required legal or other formalities.
Each company on Republic reserves the right to deny the purchase of the securities by any foreign purchaser.
Canadian investors should consult with their local regulators and each company's Form C before investing.
Republic supports credit and debit cards, ACH transfers from US bank accounts and wire transfers from any, including international, bank accounts.
No. Republic is free for investors. Companies only pay if they successfully fundraise.
While Republic supports multiple payment methods, you can only use one payment method per investment.
Here we collected some of the commonly used legal terms.
Offering — a fancy word for the fundraising campaign. Every campaign is an offering of securities to the public, hence the name.
Issuer — the company or blockchain project fundraising (running an "Offering") on Republic. Must be a US legal entity.
Investment commitment — means a pledge to invest in an offering; it is revokable by either you or the company, subject to certain terms and conditions.
Target (or Minimum) Offering Amount — the initial fundraising goal of the company, they must reach this amount to have a successful offering.
An accredited investor is any investor meeting criteria determined by the SEC.
An individual accredited investor is someone that has:
A net worth in excess of $1,000,000, not including your primary residence; or
Historic and expected income of over $200,000 (or $300,000 for couples) in a calendar year.
An accredited investor as an entity is:
Any trust with total assets worth more than $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person; or
Any entity in which all of the equity owners are individual accredited investors.
Under SEC Rule 501, those qualifying as “accredited investors” may invest in deals not available to unaccredited investors — those who don’t meet the above criteria — as long as they can show documented proof towards their accreditation if prompted or audited.
It’s worth noting that the majority of deals on Republic are available to both accredited and unaccredited investors.
Any government issued photo ID, including:
If you have an account with Fig, you can create a linked account on Republic.
Log in to your account on Fig, then follow any link to Republic, for example, from fig.co/about
Next, when you create a profile on Republic, we'll automatically know that you have a Fig account — and we'll link the two.
Linking will help once you start investing on both platforms. We'll eventually link your portfolio so you can see your Fig investments in your Republic portfolio.
Your accounts stay separate — meaning that if you change your Fig password, it will not change on Republic. Or if you decide to delete your Republic account, your Fig account will stay intact.
A custodial account is a bank account that can be used to hold your securities. Unlike when you buy securities on Republic without a custodial account, a custodial account allows you to name a beneficiary, as well as can accept payments such as dividend distributions or cash outs. Custodial accounts are not managed or held by Republic; instead our escrow agent, a Nevada trust called Prime Trust, manages them. A custodial account is like a box you can passively hold your securities in safely and securely with a bank making sure no one can take your security without your consent.
In short: because it's better for you and the company you’re investing in.
Traditionally, when making investments on Republic, and other Reg CF platforms, investors purchase their securities directly. In other words, just like you can buy a toaster on Amazon and hold it in your hands, securities purchased directly are held by you, the investor, not a broker or other intermediary like most publicly traded securities (like AAPL).
Some companies have moved toward an issuance model where investors may only purchase the securities if a third-party bank can hold the security for them. Companies do this to ensure that all securities they sell during their campaign are in the same place, this means if a liquidity event occurs or other actions with respect to the securities are necessary, the company can look to one bank to service the securities, rather than each individual (which can get very difficult if there are thousands of investors!). If a company is requiring custodial accounts to participate in their campaign on Republic, is the only way to participate.
It's completely automated between Republic and Prime Trust: you don’t need to do anything except filling out your information when prompted. It is then sent securely to Prime Trust, and an account is opened in your name.
No! Opening a custodial account is free. We think it provides some great investor protections. Note, if you ever want to move your securities out of your custodial account if they are not freely tradeable or not cash equivalent, you may incur a fee to do so, learn more here.
Great question—the answer is, whatever you want. You can either use your account with Prime Trust to act as a wallet or safety deposit box for your securities purchase on Republic. But by logging into your account on Prime Trust, you can unlock a suite of other options, like opening up an IRA, trading crypto and holding cash.
For investors, it means their security interest will be held by a bank, meaning it can’t be lost like an email or a piece of paper. Having an account means you can designate transfer on death rights and better integrate your holdings into your estate planning.
For companies, it can drastically increase efficiency by reducing their cap table management costs and by keeping their cap tables clean, helping them raise future rounds. When exits occur, providing their holders cash or securities is easiest to do all in one place.
You sign up for Autopilot by selecting the total amount of money you are willing to invest in the program and per startup. When a company meets the Autopilot requirements, you will automatically invest in the deal and get notified about the investment.
Autopilot helps you passively build a diversified portfolio of vetted startups. Active investing can be exciting and engaging, however, it can also be time intensive. Sometimes, you may miss a deal you wanted to invest in. Autopilot allows you to allocate capital passively and on a more steady schedule.
It’s free for investors. There are no hidden fees or future costs.
You can cancel any deal you invest in through Autopilot up until 48 hours before the close of each campaign.
Yes, you can turn off Autopilot at any time.
All campaigns that you invest in through Autopilot will have (i) $150,000+ raised, (ii) 100 or more investors, (iii) have reached at least 2x their minimum campaign goal, and (iv) a Crowd SAFE as their security instrument. We will notify you at least one week in advance if these terms are changed for any reason. We reserve the right to change these criteria at any time.
You will receive an email every time you invest in the deal through Autopilot.
You will be charged every time a deal meets the Autopilot requirements.
You may change your payment method at any time by going to your Autopilot settings.
You can do so by going to the company's investment page in your portfolio and changing your total investment amount. Remember, you can only do this before the deadline, once the deadline passes you cannot increase your investment amount, and during the last 48 hours before the deadline, you may not decrease your investment amount.
We plan to allow you to customize your Autopilot to only include certain industries in the future.
After the sharedrop is over, you will get a Crowd SAFE — an agreement for future equity. This agreement entitles holders to receive equity or cash in the future if the company (in this case, Linen App) gets acquired, goes public, or if certain other conditions are met — that's why it's called the future equity. Crowd SAFE is the standard security agreement used by investors and companies fundraising on Republic. Learn more about the Crowd SAFE
It may take some time (24 hours or more) for your balance to update. Please refer to the date of the last update shown on this page above. If you think your balance is not correct, please contact us.
It may take some time to show up, but your reward will be credited the next time we update all balances. You will be notified by email when your balance is updated.
At this time, the only way to get an investment in the Linen App is by completing the tasks described on this page. These tasks include downloading and signing up for the Linen App and referring users who sign up for the Linen App using your referral code. You can refer as many people as you'd like.
They want to develop a new relationship with their early members, in which the members have an opportunity to benefit financially if Linen App does well. If early users love the app, they will help increase the app’s network effects by evangelizing the product. This could help Linen App grow faster and become a more valuable company.
Like any other investment in early stage startups, there's no guarantee of a return. The return is possible if the company either goes public (does an IPO) or gets acquired at a high valuation. This may take years. Learn how the Crowd SAFE works
First, lets establish what an airdrop is. An airdrop is a promotional tool used by companies to "drop" things of value on to prospective users to increase visibility and marketability of that thing.
At Republic, we've applied this concept to the securities laws to allow companies to "drop" equity or the right to equity to their users and supporters. Like an airdrop, participants aren't required to pay to receive the dropped item, but instead they contribute value through personal identifiable information and the network effect of using or holding the good.
Republic is the first place to provide the ability for companies to conduct Sharedrops to unaccredited investors, using the Regulation Crowdfunding framework.
Earn the most Notes and win cool prizes like
iPhone or AirPods. Plus, receive a shout-out in our
newsletter and more Notes
By opting in you agree to Terms and Conditions.
Win a brand-new Apple iPhone 11 Pro with 256 GB of storage. In addition, winner will be featured in our newsletter, get 100 Notes, and a Republic swag pack.
Win a brand-new Apple Watch 5 Space Gray Aluminum Case with Sport Band. In addition, winner will be featured in our newsletter, get 50 Notes, and a Republic swag pack.
Win a brand new set of Apple AirPods. In addition, winner will be featured in our newsletter, get 30 Notes, and a Republic swag pack.
All runners up will get 5 Notes and a swag pack featuring their choice of a Republic t-shirt or hoodie, a pin and a sticker pack.
What other rules should I be aware of?
(Obviously) no cheating.
Fraudulent actions towards earning Notes will result in immediate disqualification.
