Investment Memo

We're the Robinhood for pre-IPO startups.

Everyone can angel invest $100 in a Community Round.

Only the wealthy & well-connected have been able to invest in startups.

Despite massive demand from retail investors (see: ICOs, Robinhood, Gamestop), startups don't allow them to invest. Founders want to avoid bad regulations and remain long-term focused. So retail investors wait until the IPO, a decade later.

We're changing this. Wefunder persuaded Congress to pass the JOBS Act in 2012. We spent the next 9 years lobbying the SEC to fix the law. Finally, in March 2021, the regulations were reformed to be workable (SPVs and more).

With the reforms, even VC-funded startups are now raising a Community Round from their customers while remaining - legally speaking - private, without the burden of a public company. See: Mercury Bank, Roam Research, Levels Health.

Wefunder is now the largest pre-IPO stock market open to the public.

By the numbers
$310M+
GMV run rate
$20M+
Net Revenue run rate
4.2X
yr/yr GMV growth
7.25%
avg take rate
500,000+
investments
1100+
Primary Offerings

We’re creating a stock market that founders want to be on – with the upside of customers investing and more options for liquidity, but without public company regulations or quarterly earnings pressure.

Our goal is to make it standard for startups to list on Wefunder before NASDAQ. Within 5 years, we expect to host 30,000 fundraises, fund primary offerings up to $150M (pre-IPOs), and have over 300 unicorns with an active secondary market. In a sense, we are re-creating the IPOs of the 1990's - but on the private market.

To get there, our first task is to make it a new normal for startups like Mercury Bank to open a Community Round – so their most passionate fans and customers can invest alongside VCs in an SPV.

We created this industry. But that's not why we lead it. We're the market leaders because we will do whatever it takes to help founders win. That's the only secret. Or in VC-speak, we focus on supply; there's already huge retail investor demand.

Our Story

Wefunder started in 2012 as a petition to Congress. We were frustrated we were not allowed to invest even $100 in founders we believed in, so we decided to change that. We successfully lobbied Congress to pass the JOBS Act and were invited to the Rose Garden to watch Obama sign it into law.

After Congress passed the law, the SEC had to write over 1000 pages of rules. That ended up taking 4 years. While waiting, we built a platform for accredited investors to invest in startups, such as Checkr, Ginkgo Bioworks, Rappi, & Ironclad. Our portfolio from 2013-16 has a 5.9X return multiple.

In May of 2016, the SEC finally released the regulations, so we switched focus to our original vision: letting anyone invest in the startups they loved, no matter how wealthy. The one problem? The 2016-era regulations were very bad.

But we were determined to fix that too. We convinced the House to pass the Fix Crowdfunding Act 394-4, but Trump’s election killed it in the Senate (long story).

We then spent the next four years writing very long love letters to the SEC. ❤️ That worked. In March 2021, the SEC reformed the law, citing us 80+ times.

Since March 2021, startups can now raise from customers with little downside.

  • SPVs: One Entity on Cap Table
    All investors are one entity on the cap table. No limits to number of investors.
  • No threat of being forced to go public
    SEC clarified all investors in the SPV are exempted from 12g.
  • Up to $5M annually from unaccredited
    And unlimited amounts from accredited with a concurrent Reg D.
  • Raise in 15 minutes
    Companies can “test the waters” by taking reservations ASAP.

The one downside: the startup must release financials. However, this can be mitigated by timing: a company can raise until April 2022 with 2020 financials. (The P&L also only discloses top-line revenue, expenses, and profit/loss.)

This reform is the first step to creating a "pre-NASDAQ" for pre-IPO companies, with secondary trades after a one-year lockup period ends. Within a few years, we expect to use a different law (Reg A+) to raise up to $150M in a mini-IPO.

With the 2021 reforms, founders use us to raise money fast - from their customers - on good terms.

Our pitch to a top founder? Mercury didn't need money: they raised $120M from a16z and Coatue. But Immad knew that by sharing ownership with customers, he'll have an army of evangelists motivated to help Mercury grow.

Other founders also still need to raise money. Raising a Community Round on Wefunder helps them raise up to a Series A faster and on better terms.

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Email nick@wefunder.com if you don't have one