Frequently Asked Questions About Investing

What is equity crowdfunding?

 

You’ve probably heard the term “crowdfunding” before,  perhaps in the context of a Kickstarter campaign or a GoFundMe page. Crowdfunding has been used widely as a financial mechanism to  collect small sums of money from a large number of people — i.e. the crowd — over the internet. Until recently, “crowdfunding” in the U.S. meant donating money or a means of buying a product. 

Equity crowdfunding uses that same basic model, but is a financial investment, designed to fund project finance companies or startups and open up investment to the general public. When you participate in a crowdfunded investment, just like investing in any equity or debt security, the issuance of a crowdfunded security is regulated by law and you are an investor in the company, expecting a financial return. While the market likes to refer to crowdfunded investments as “equity” crowdfunding to distinguish it from other uses of crowdfunding, the regulations allow for both the issuance of debt and equity.

Regulation Crowdfunding went into effect in 2016 by the SEC, and the issuance of securities through this regulation has grown significantly each year since. Prior to this, only wealthy people had access to invest directly in private companies for social or environmental good. Thanks to Raise Green and Regulation Crowdfunding, just about anyone can be an impact investor in clean energy and climate solutions.

The law requires that before you invest, you first understand the risks and the rules of investing. Please review the educational materials we provide and consult the additional resources.

What personal information do I need to provide to Raise Green in order to invest?

 

Before you can commit to an investment on Raise Green, you will need the following information:

 

  • Personal information such as your current address, phone number, and email
  • Net worth and income information
  • Social Security Number
  • Payment information e.g., credit card information, depending on what method of payment you select
  • If you are an entity, your entity’s Tax Identification Number and tax entity type
Why do you need my personal information?

 

Raise Green requires certain personal information to verify investors. The information will be used in certain verifications required under U.S. federal law for financial institutions. All Raise Green investors, issuers, and employees will go through KYC (Know Your Customer) verification and AML (Anti-money laundering) checks for compliance and legal requirements. The personal information collected through the platform will be sent to a third party verification service known as North Capital Investment Technology Inc. The process will be automatic, and there is no required action from investors.

If there is an issue in verification, Raise Green will directly reach out to you to help guide you through the process, which may include asking you to securely upload a government-issued ID to our site.

Will my personal information be safe?

 

Yes! We ask for Social Security Numbers during the investment process in order to run a standard background check on our investors - this helps us prevent risks like fraud and money laundering, and is typical for most financial institutions. The Social Security Numbers are encrypted so that we do not have regular access to your SSN. However, some of our project owners request that we provide them with their investors' Social Security Numbers to facilitate their preparation of your tax reporting documents e.g., 1099-Div, so there may be a delivery of that information to the Issuer of an investment you make, at some point, sent through a secure channel.

What happens to my money after I invest in a project?

 

Upon committing to an investment, your money will be transferred to an escrow account where an independent escrow provider will steward your investment until it is accepted by the issuer. You will receive a notice of investment commitment sent by Raise Green that tells you:

 

The dollar amount of the investment commitment;

The price of the securities, if known;

The name of the issuer; and

The date and time by which the investor may cancel the investment commitment

 

If a campaign that you committed to meets its target, then your investment commitment will transition into a permanent investment unless you cancel within the limits identified on this page. Raise Green and the Issuer are prohibited by law from touching your money during the raise period. When you invest, your funds go directly to an escrow account held by TriState Bank in the name of North Capital Private Securities, the Escrow Agent.

 

If the fundraise succeeds, you will receive a countersigned agreement documenting the purchase of your securities and your money will be released to the company. Otherwise, it will be returned to you in full.  At this point, your investment is complete, and you are an investor in the project or Company!  



What happens if a project doesn’t raise enough money?

 

By regulation, the company sets a target amount for their offering, and raised funds must meet that threshold in order for the company to complete the offering and issue you securities. If the company does not raise enough funds by their selected Close (or End Date), then the raise was not successful, is canceled and you will receive a full refund.

What do I get when I invest?

 

When you invest on Raise Green, you receive a financial stake in the project or company in the form of a security. Companies that issue securities through Raise Green may opt to use a variety of different security types including, but not limited to: SAFEs (Simple Agreement for Future Equity), common stock or member units, preferred equity, convertible notes, or debt notes.

 

As this is a financial investment, your expectation is a return. The nature of any payments back to the investor is unique to the security and the company. This is laid out for you in the offering’s materials on the Raise Green page for the company. 

 

Securities issued through Regulation Crowdfunding do not typically include a physical certificate but rather the issuer is responsible to maintain a record of holders in an electronic manner. Your initial purchase is evidenced by a countersigned subscription agreement and a confirmation “completed” email from Raise Green, at the end of the raise.

 

Impact investing can be fulfilling beyond the potential monetary return. Not only are you joining founders and community leaders on their exciting journey to be more sustainable and become more climate-resilient, you’re betting on a company’s future and gaining a chance to aid in their success.



Will I get a return?

 

There are no guarantees of a return. Crowdfunded impact investing is risky and many projects and startups fail, meaning your initial investments could be lost.

 

But some projects will succeed to generate annual dividends. If the project gets acquired at a valuation higher than the one at the time of your investment, you will earn a return. If the company has another financing round, it can decide to repurchase shares which would pay back initial investors or deliver returns through other means.



Can I cancel my investment for a refund?

 

Once you have committed to an investment, you can change your mind anytime up to 48 hours before the Close date of the Offering, and you will receive a full refund of your investment commitment. For example, if the Close Date is December 24th, you can cancel up to 11:59 PM EST on December 22nd. Investments can not be canceled within 48 hours of the Close date, even if you submitted your investment within the 48 hour time period. If the investment opportunity is going to close earlier than identified at the beginning of the raise, and you have committed to invest in that project, you will receive a five business day notice via email notifying you of the new Close Date. Your 48 hour window to cancel is reset to the new Close Date.

 

If the project makes what’s called a “material change”, a change that could reasonably be expected to have a significant effect on the value of the securities or the company itself, the company must file an update to their campaign, known as a Form C/A. You will receive a notification within five business days and will be required to reconfirm your investment, otherwise it will be canceled and your funds will be refunded.

 

Investors can find a "Cancel" button next to each of their Investments made on Raise Green in the "Pending Transactions" section of your Raise Green account.



Are there any crowdfunding limits or rules I should know about?

 

Limited investment amount:

 

Raise Green’s platform requires a minimum $100 investment into each project. You can only invest up to a certain limit per rolling 12 months across all equity crowdfunding campaigns (not limited to those on Raise Green). Your limit is automatically calculated based on your income and net worth when you create an investor profile on Raise Green.

 

The amount of funding you can invest depends on your status as an investor, the applicable regulations, and any minimum investment size the issuer has chosen. This information is told to you before you make an investment, and we have a helpful calculator that you can use before making an investment. However, we encourage you to closely monitor and self-regulate your investments as we cannot see investments you might make on other platforms offering Regulation Crowdfunding securities.

 

With Regulation Crowdfunding,  for non-accredited investors, the investments shall not exceed in any 12 month period of time: 

  • For those whose annual income or net worth is less than $107,000 –  the greater of $2,200 or 5% of the greater of his or her annual income or net worth. 
  • For those whose annual income and net worth are both greater than $107,000, the investor is limited to 10% of the greater of his or her annual income or net worth, not to exceed an annual maximum of $107,000.  
  • Accredited investors, however, are not limited by Regulation Crowdfunding, to a specific investment amount. 

 

Limited transfer of securities:

 

The securities you get when you invest have limitations of transfer for the first year following the investment. You can only transfer (gift or sell) the securities:

 

Back to the company that issued them

To an accredited investor

To an immediate family member

See FAQ on selling securities for more details on additional selling options




Can I sell securities acquired on Raise Green?

 

You are restricted from reselling your securities during the first 12 months after the offering closes, unless the shares are transferred:

 

To the company that issued the securities

To an accredited investor 

To a nuclear family member: a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships.

In connection with your death, divorce, or other similar circumstance

To a trust controlled by you or a trust created for the benefit of a family member (defined as a child, sibling or parent of you or your spouse) or

As part of a later offering registered with the SEC

 

Once the 12 month restricted period ends, any sale or disposition of the securities you hold must comply with applicable federal, state and foreign laws. Any transfer during this period is subject to applicable federal, state and foreign laws.

 

You should know that there may be no market for the securities after the initial 12 month restricted period. Because the project or company issuing the securities is private, you cannot sell your securities on the public market, making it potentially difficult to find a buyer.

 

It is important that you only invest capital with the expectation of holding your investment for an indefinite period of time, and with the real risk of a total loss of your investment in mind. Only invest an amount you can afford to lose without changing your lifestyle.



How long do I have to decide to invest in a company or project?

 

The time will be different for each project. Once a project or company lists a campaign, it will run for a set period of time, regardless of whether or not the project reaches its minimum or maximum funding goal at any point.

 

Each crowdfunding campaign has:

 

 A start and an end date. Even if the project reaches their minimum funding goal before the deadline, the campaign will run and remain open for investments until the deadline.

 

Investment cancellation deadline. A deadline for canceling investments is common to all campaigns and is at the 48 hour mark prior to the campaign’s end date. Past that point, your investment will be final and you won’t be able to cancel or receive a refund. If the offering proceeds to follow the process for a rolling close, the end date for the rolling close will be announced in the offering, investment commitment, and in additional communications with the investors.



What is a rolling close?

 

A Rolling Close allows for an issuer to close parts of the offering early in order to access raised funds while the raise continues to collect investment commitments. Once the offering reaches 120% of the Target Offering Amount (the minimum amount required for the offer to be successful), the issuer can request a close on the investment commitments to date. Some issuers anticipate this from the beginning, so please review the Form C for further information about whether the offering expects to engage in Rolling Closes. Once a Rolling Close is confirmed by the Issuer and Raise Green, Raise Green will send out an update and an email to all investors who made commitments to the offering. The email and update will include information about the early close date and the period until which you can cancel your investment (up to 48 hours before the Rolling Close date). Then, the issuer will countersign the subscription agreements, and all investment funds that were included in the Rolling Close will be transferred from the Escrow to the Issuer. Please note that a rolling close means that the offering will remain open afterwards and continue to take investments until the official end date of the offering. An issuer may engage in more than one rolling close before the official end date of the offering. 



Is there a minimum investment amount?

 

Yes, Raise Green requires at least $100 to be invested into a single project. In addition, the project may set a minimum investment size they will accept. The project can also choose to limit the maximum investment amount, if they wish to allow more investors to participate.

Can a company or project change the terms during the campaign?

 

Yes. If a company or project makes a material change to the deal terms or other information disclosed on the campaign page while the campaign is running, they are required to notify you and get your confirmation that you still want to invest.

 

As an investor, you will have five business days to reconfirm your investment after the confirmation request has been sent to you. If you do not re-confirm within five business days, your investment will be canceled, and you would have to reinvest if you still wanted to participate.



How is equity crowdfunding different from other types of crowdfunding?

 

There are essentially four kinds of crowdfunding: reward-based, donation-based, debt-based and equity-based.

 

  1. Reward-based crowdfunding

 

Is when you contribute money and get a reward in return. This is mostly used for creative endeavors or campaigns like recording an album, and there are often varying levels of rewards, or perks, that correspond to pledge amounts. Think Kickstarter and Indiegogo.

 

  1. Donation-based crowdfunding

 

Is when you contribute money without expecting anything of value in return. This exists largely to fund charitable causes, like building a well in Kenya, or personal campaigns, like helping someone pay their medical bills. Think GoFundMe, YouCaring and CrowdRise.

 

  1. Debt-based crowdfunding

 

Is when you contribute money to help fund the growth of a company, and receive a contractually obligated payback at a certain percentage interest rate in return. These campaigns require the company to pay you back in the given timeframe or be in breach of their debt contract and face bankruptcy or liquidation.

 

  1. Equity-based crowdfunding

 

Is when you contribute money to help fund the growth of a company, and receive an ownership stake of the financial pie in return (but you can get perks too). You may make money if the startup or project does well, but startups and projects are risky. You could lose your investment. Think AngelList, Republic and your community-driven platform Raise Green.



What are some of the risks involved in investing?

 

Crowdfunding impact investments are highly risky and even speculative. You should do your own research and scrutinize all disclosed risk factors before making an investment decision. The following are some, but not all, of the key risks applicable to Raise Green offerings:

 

Speculative:

 

Investments in startups and early-stage ventures are speculative and these enterprises often fail. Climate solution projects share many of these same risks, even when backed by a set of cash flows coming from a long term contract with a buyer. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a community climate cooperative, or early-stage venture often relies on the development of a new project or service that may or may not find a market. You should be prepared for the possibility of losing your entire investment.

 

Illiquidity:

 

Your ability to resell your investment in the first year will be restricted with narrow exceptions. You may need to hold your investment for an indefinite period of time. Unlike investing in companies listed on a stock exchange where you can quickly and easily trade securities, you may have to locate an interested private buyer when you do seek to resell your crowdfunded impact investment.

 

No voting rights:

 

A share of common stock (non-voting member units) may not provide voting rights to its holder, unless or until the investment is converted into an equity stake with voting rights. If and when you receive voting shares in a company, your voting rights will likely be diluted when the company raises additional funds.

 

Cancellation restrictions:

 

Once you have committed to an investment, you can change your mind anytime up to 48 hours before a close, and you will receive a full refund of your investment commitment. Investments cannot be canceled within 48 hours of the time the raise ends or before the raise closes. You can cancel at any point up until you hit the 48 hour window. If the investment opportunity is going to close earlier than identified at the beginning of the Raise, and you have committed to invest in that project, you will receive a five day notice via email notifying you that the raise is closing. If the project makes what’s called a “material change”, a change that could reasonably be expected to have a significant effect on the value of the securities or the company itself, the company must file an update to their campaign, known as a Form C/A. You will receive a notification within five business days and will be required to reconfirm your investment commitment, otherwise it will be canceled and your funds will be refunded.

 

Valuation and capitalization:

 

Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult. Valuing project finance companies can also prove challenging, even when paired with long-term contracts with a buyer because there are risks related to the buyer’s ability to pay, the weather, and other unforeseen events. You risk overpaying for the equity stake you receive. The class of equity being sold via a crowdfunding offering may have fewer rights than other equity classes issued by a company.

 

Limited disclosure:

 

The company or project must disclose information about itself, its business plan, the offering, and its anticipated use of proceeds, among other things. An early-stage company may be able to provide only limited information about its business plan and operations because it does not have fully developed operations or a long history to provide more disclosure. The company or project is also only obligated to file information regarding its business annually, including financial statements. Under certain circumstances the company may cease to publish annual reports and holders of the securities will have no information rights.

 

Investment in personnel:

 

An early-stage investment is also an investment in the founding Originator and/or management of the company. Being able to execute on the business plan is often an important factor determining whether the business will be viable and successful. You should also be aware that a portion of your investment may fund the compensation of the company’s employees, including its management. You should carefully review any disclosure regarding the company’s use of proceeds.

 

Possibility of fraud:

 

As with other investments, there is no guarantee that crowdfunding impact investments will be immune from fraud.

 

Lack of professional guidance:

 

Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g. angel investors and venture capital firms). These investors often negotiate for seats on the company’s board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company primarily financed through crowdfunding may not have the benefit of such professional investors.

What communication should I expect from the company/project I invest in?

 

Companies issued on Raise Green have legally mandated reporting obligations, but there is the possibility that those obligations may terminate in the future. An issuer must file an annual report unless the company:

 

Has filed an annual report and has fewer than 300 investors

Has filed three annual reports and does not have assets exceeding $10,000,000

Purchases back all securities it offered on Raise Green

Liquidates or dissolves its business or

Has to file section 13(a) or section 15(d) reports under the Securities and Exchange Act (15 U.S.C. 78m(a) or 78o(d))

 

If you do receive updates, you will be notified directly of these updates by the company – not by Raise Green. Though we try our best to maintain all of our relationships with the issuers on our portal, it may not last beyond the completion of the offering. Raise Green recommends that founders send out an update to their investors at least once a quarter, but you can also ask the founders for an update by posting on the Q&A section of their funding page or by contacting them directly.

 

The aforementioned Q&A section is designed to provide a communication channel, as defined by SEC Rule § 227.204(c), between the company and investors or potential investors. All communications on this page are made by the company or agents of the company. Raise Green is not responsible for any communications presented on this page and will cease to monitor this page once the corresponding offering has closed.

 

Companies are legally required to issue at least one Annual Report 120 days after the end of their fiscal year. The annual report, known as a Form C-AR, is a more comprehensive update with their latest financials, board members, new financings, and more; it is filed with the SEC, and then posted to the company’s website. In some circumstances, an issuer may no longer be required to file this information, as outlined above, though we encourage them to do so regardless. Most companies have their fiscal year-end on December 31st, so their annual reports would come out at the end of April.



What information are projects and companies required to disclose?

 

Companies fundraising on Raise Green must disclose a limited amount of information to you, including but not limited to:

 

General information about the company

Its officers and directors

A description of the business

The planned use for the money raised from the offering, often called the use of proceeds

The funding goal

The deadline for the offering

Related-party transactions

Risks specific to the company or its business, and

Financial information about the company

 

You should use this information to determine whether a particular investment is appropriate for you.

 

The type of financial information disclosed as well as verification of finances varies based on whether the company has raised via crowdfunding in the past, as well as the amount being raised. For example: .

 

> $107,000 or less – financial statements and certain specific line items from income tax returns are required, both of which are certified by the principal executive officer of the company. (Note for a temporary period ending August 28, 2022, due to a Covid exemption, company’s raising up to $250,000 can use certified financials.) 

 

> $107,000.01 to $535,000 – financial statements are reviewed by an independent public accountant and the accountant’s review report is provided as well as certification by the principal executive officer of the company. A review is some level of scrutiny of the financials by a CPA.

 

> $535,000.01 to $5.0  million – if first time crowdfunding, then financial statements reviewed by an independent public accountant and the accountant’s review report, if available, are disclosed for offerings up to $1.07 million: otherwise financial statements audited by an independent public accountant and the accountant’s audit report must be prepared and disclosed. An audit provides a higher level of scrutiny by the accountant than a review as well as some verification by the accountant.

 

Each offering has a discussion forum where you should ask any questions you have and review those asked by other investors. You can find this on the Q & A tab on the company’s offering page on Raise Green. These channels can be useful both before and after making an investment.

 

Once an offering has closed, the company will provide updates on the results of its operations and financial statements through its website on an annual basis, as required by regulation. These updates are likely to be less regular and robust than those provided by public companies to their shareholders. Raise Green likely will not retain any relationship with the company. Raise Green does not make the Company’s post-closing disclosure available to you through its website.



Am I responsible for doing my own research?

 

Yes. Raise Green conducts rigorous due diligence on each project listed on our marketplace, but does not and cannot recommend or endorse any company or offering. Steps you should take include, but are not necessarily limited to:

 

Check company’s full filing (Form C) on SEC and get second opinions

Review risk disclosures in the risks section of the project’s campaign page

Review and participate in the discussion forum for each project offering in which you are interested

 

All companies that list on Raise Green register their fundraise through the SEC. You can always find more information about each company if you follow the Form C link on their campaign page, or search SEC’s EDGAR database. Learn about the project or company through other public sources. The information on the deal page is submitted by project Originators and Raise Green is not responsible for factually verifying this information.

 

Review the deal terms:

 

Review the terms of each deal carefully, including rights associated with the offered securities. You generally will not have the same rights as other investors (including voting and information rights).

 

We recommend paying close attention to any disclosed dealings between the company and its officers, directors, employees or founders.



What is an Indications of Interest Offering?

 

Expressing your interest in an ‘Indications of Interest’ offering is just like making a reservation at a restaurant! You are saying that you are interested and will invest, but you are not actually making a commitment with your money. For an Indications of Interest offering, prospective investors can click to indicate interest in an investment, which will be a statement conveying a sentiment of: “Hey, if this project gets listed, I am interested in investing in this project,” without actually committing any money.

 

In fact, no money can be accepted when receiving indications of interest. Moreover, no offer to buy the security can be accepted until a formal offering is launched. Launching an offering formally requires the Company raising capital to file a Form C Offering Memorandum with the SEC. Note that any communication that the Company makes during an Indications of Interest Offering will need to be included in the future filing, so that investors can receive all the information and disclosures that were sent out during the Indications of Interest stage.



If I indicate my interest in a future investment, will I have to pay anything?

 

No, you do not! Indicating your interest in a future investment does not require any payments or commitments from the investor. It is simply stating, “Hey, if this project pursues an offering, I am interested in investing” without actually committing any money.



Can I invest if I am under 18?

 

In order to place an investment and/or own a crowdfunded investment, an individual must be at least 18 years old.



What are accredited investors?

 

Accredited Investors are generally investors with a high annual income and/or net worth, and certain sophisticated market participants. Enacted as a result of the Great Depression, the Securities Act of 1933 prohibited inexperienced or what they call “unsophisticated” investors from investing in securities with larger risks - limiting investing to accredited investors.

 

Fast forward to 2011, the accredited investor definition actually had large consequences over 80 years later in that many investments could be accessed directly only by more wealthy individuals, which represented a small percent of the population. However, the 2012 JOBS Act opened up these opportunities by allowing non-accredited investors to invest through equity or debt crowdfunding! In fact, just about anyone can look through the investment opportunities on Raise Green and sign up to be an investor. When you’re going through the account creation process you will be asked a series of questions that will help determine if you are accredited or not, and how much the regulation allows you to purchase. Recent regulatory changes in 2021 now allow accredited investors unlimited investment in crowdfunded offerings.




Am I an accredited investor?

 

You are an Accredited Investor if you fit one or more of the following criteria:

- Individual with an annual income more than or equal to $200K for the past 2 years and expects the same this year (Read More)

- Joint Account with an annual household income (with a spouse) more than or equal to $300K and expects the same this year

- Individual or jointly with a spousal equivalent with a net worth over $1M (minus their primary residences)

- Individual who holds a FINRA Series 7, 65, or 82 license

- A knowledgeable employee of a fund. (Read More)

- Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer

- Investment advisers registered with the Securities and Exchange Commission, state-registered investment advisers, exempt reporting advisers

- Family clients of family offices under the Investment Advisers Act of 1940. (Read More)

- Certain entities: (Read More)

- Rural business investment companies, as defined in defined in Section 384A of the Consolidated Farm and Rural Development Act

- Limited liability companies with more than $5 million in assets, however such limited liability companies may not be formed for the specific purpose of acquiring the securities offered.

- Certain family offices and family clients (Read More)

- Entities not already considered accredited investors under the definition, that were not formed for the specific purpose of acquiring the securities offered, and that own investments in excess of $5 million.

- Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered;

- Any entity in which all of the equity owners are accredited investors.



How do my investments in Raise Green projects affect personal income taxes?

 

We aren’t able to provide tax, financial or accounting advice, but if your investment is successful and you get repaid then you will likely need to report that information in your tax filings. Issuers will provide you with the required tax documentation for your preparation. 



Can I invest if I don't live in the United States?

 

As a general matter, non-US residents are not able to invest in Regulation CF offerings through Raise Green. Investors, issuers, and Raise Green must not only comply with laws and regulations in the United States, but also must be comfortable that they are complying with local laws and regulations if an investor is a non-US resident. Each country, just like the United States, has a unique set of requirements to offer securities in their market. This can be complex to understand, and likely requires guidance from local market legal counsel.  Accessing local market counsel can be challenging and expensive.




Will I receive payments to the bank account saved in my profile or via check? And from whom should I be looking for the payments to be coming from, the issuer or Raise Green?

 

 Raise Green does not store any bank or credit card information used for your purchase transaction.  The Issuer is fully responsible to set up a way to pay their investors and investors can expect that the issuer will confirm those details with you once your purchase is completed.

 

Once we close an offering, Raise Green typically takes about two to four weeks to reconcile all investor commitments, culminating in a final list given to the Issuer who countersigns the Subscription Agreements.  You will receive a copy plus a separate “transaction completed”  email from Raise Green. The issuer will reach out to you shortly thereafter to welcome you, and they will ask you for your payment preference - typically ACH or Check;  If ACH -  you will provide them with your preferred ACH info. From then on, the issuer will be your main point of contact regarding your investment holdings. 

 

Please note that there are no guarantees of a return. Crowdfunded impact investing is risky and many startups fail, meaning your initial investment could be lost.



What types of securities has Raise Green historically listed and what are their characteristics?

It's important that investors understand and weigh the risks associated with each type of security offered by Raise Green and its Originators. Visit this blog link for a full description of the securities offered on our Marketplace. 

Frequently Asked Questions About Starting A Project

How are projects selected and approved by Raise Green?

 

Anyone can submit a project idea to Raise Green and our team will work with you to determine if the project is appropriate for crowdfunding.

All projects undergo our “R.A.I.S.E.” due diligence process. This is our way of ensuring that each project is in the best position possible to successfully raise money in our marketplace.

RAISE Model: Revenue—Ambition—Impactful—Social—Environmental

 

R- Revenue

Does the project have a clear revenue stream, and what is the status of the contracted cash flows?

 

A- Ambition

Is the project going to create ambitious and demonstrable additionality from a standpoint of reducing greenhouse gas emissions, air pollution and income inequality, and from the standpoint of strengthening resilience in the community? Is the idea (the problem and solution) compelling and ambitious? What are the execution, quality, attention to detail, and technology like?

 

I- Impact

Has there been measurable progress, growth, and social proof (i.e. user engagement, stakeholder engagement)? Will the proposed project be able to generate the impacts it intends to create?

 

S- Social

Are the originator, founding team, and organizations socially conscious and responsible? Among the things we look for: dedication, diversity, location, charisma, experience, vision, track record, network, competence, long-term partners, ability to execute.

 

E- Environmental

Is the project going to make the world a better place by creating environmental benefits?

 

 

After we determine the project is a good fit following the initial review, we evaluate the following 8 factors (in no particular order):

  • Business model: How reliable are those revenue streams? How much can it make?
  • Social and Environmental Impact: How big is their social and environmental impact and how will they fulfill their mission?
  • Community Driven: To what degree is this project community-driven, and how reliable can this project be?
  • Technology: What technology or green infrastructure approach is used to deliver climate solutions? How reliable and replicable is it?
  • Team: Does the originator, and other project partners have the right people in the appropriate roles to see the project through construction to the end of the project’s life. Or does the team have the appropriate plans in place via experienced advisors, contracting, or shared responsibility to provide consistent governance for the duration of the project?
  • Fact Checking: Is the information presented in the application factual? We verify key contracts and important agreements.
  • Terms: Are the funding goals reasonable for the project’s development timeline and the company’s use of proceeds? Is the valuation of the raise and share price appropriate at the project’s current stage?
  • Eligibility: Does the project meet the legal criteria for equity crowdfunding? We do a financial and legal review and run background checks on originators and officers. As well, all companies must be US based.
How much does it cost to raise money for a project on Raise Green?

 

Unless specified otherwise in the deal terms, Raise Green collects 5% of the total amount raised as a Success Fee. In addition, Raise Green may take up to 9% of securities offered in a successful financing. The 5% of the total amount raised comes out of the proceeds of the offering. Companies raising on Raise Green may also use the proceeds of their successful financing to pay for the escrow agent and other transaction-related fees.

Can I structure my project as equity or debt?

 

Yes. Raise Green allows issuers to offer several common forms of securities, the most common are equity or debt. The securities we offer include the following:

Common Stock/Non-voting member units

Conveys a portion of the ownership interest in the company to the holder of the security. Stockholders are usually entitled to receive dividends when and if declared, receive information about the company, including financial statements. Typically they are not permitted to vote on corporate matters related to regular operations of the projects, but may be called on for a vote when appropriate. Certain issuers may choose to have the common stock shares have voting powers. This is the riskiest type of equity security since common stock is last in line to be paid if a company fails. There is some further discussion of the risks of early-stage investing here, and pay special attention to the fact that your investment will only make money if the company’s business succeeds. Common Stock is a long-term investment.

Preferred Stock

Stock that has priority over common stock as to dividend payments and/or the distribution of the assets of the company. Preferred stock can have the characteristics of either common stock or debt securities. While preferred stock gets paid ahead of common stock, it will still only be repaid on liquidation if there is money left over after the company’s debts are paid. In certain circumstances (such as an initial public offering or a corporate takeover) the preferred stock might be convertible into common stock (the riskiest class of equity). You should review the terms of the preferred stock to know when that might happen.

Debt/Revenue Share

Securities in which the seller must repay the investor’s original investment amount at maturity plus interest. Debt securities are essentially loans to the company and the major risk they bear is that the company does not repay them, in which case they are likely to become worthless.

Convertible Note

This form of investment is popular with technology startups because it allows investors to initially lend money to the company and later receive shares if new professional investors decide to invest. The sort of convertible note that is most often offered on Raise Green may limit the circumstances in which any part of the loan is repaid, and the note may only convert when specified events (such as a preferred stock offering of a specific amount) happens in the future. You will not know how much your investment is “worth” until that time, which may never happen. You should treat this sort of convertible note as having the same risks as common stock.

Are there any minimums or maximums for fundraising?

 

Yes. Investors are required to invest a minimum of $100 into each project they choose to invest in. Before listing your project, you will need to establish a minimum and maximum funding goal:

Minimum funding goal

The minimum amount the project needs to raise. If the project doesn’t reach the minimum funding goal before the campaign end, their campaign is considered unsuccessful, and all investments are refunded to investors.

Maximum funding goal

Maximum amount of funds the project is willing to raise in this campaign, at these terms. When the project reaches their maximum funding goal, they stop accepting investments.

How can I test the waters?

Raise Green uses a feature known as Indications of Interest. We allow our Originators to “test the waters” or garner interest in their projects by listing them on our site even before going through the process of working with Raise Green to prepare a full Form C Offering Memorandum and being able to officially raise funds. It is okay if you are unsure about how your project may look or how much it could raise.

If an Originator lists a Testing the Waters Offering with Raise Green, investors will be able to “reserve” their investments by placing a non-binding, no-money-involved reservation. With these reservations and interests, Originators are able to interact directly with prospective investors, and understand if their project is ready to raise the necessary funds, and if the pricing of their offering is interesting to the crowd. This should help Originators know how much they would target to raise, and build a list of investors before formally filing their paperwork with the SEC!

The “testing the waters” provision is enabled by a short new Section of the Securities Act, Section 227.206. This allows potential project creators (“Issuers”) to “Solicit Interest” before filing an offering statement. For all intents and purposes, these are considered securities offerings, just without the exchange of capital. Issuers can communicate orally or in writing to potential investors about the interest level of their contemplated offering.

What are the requirements to use the Indications of Interest feature?

 

A bit of elbow grease, but not as much as you’d think. Raise Green sees Testing the Waters as a really effective way to help Originators test their idea, sharpen their stories, and refine their marketing strategies. So, the requirements are not the same as the requirements of preparing a Form C.

Our basic requirements are:

  • A vision for a positive impact on the planet and its people!
  • A simple legal entity like an LLC or C Corporation (easily created online for around $100 in a day or two, if you need help with this please let us know!)
  • A basic business plan
  • A background check that we conduct.
  • And a willingness to fail.

Knowledge Base

Additional Resources

Learn more about funding your business from the Small Business Administration.

Learn more about impact investing from the US Forum for Sustainable and Responsible Investment.

To learn more about crowdfunding, see the recently adopted rules.

The SEC has issued an Investor Bulletin that is quite helpful to gaining an initial understanding.

FINRA provides a useful summary of considerations for crowdfunding investors.

The EDGAR database shows all investments registered with the SEC, including those securities offered by Raise Green.