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How does the Crowd SAFE work?

The Crowd SAFE gives the company flexibility over if and when its crowdfunding investors become its shareholders or owners of record.

The main differentiating features of the Crowd SAFE include:

Extendability: companies can choose to extend the Crowd SAFE and avoid converting upon their first equity financing, avoiding converting existing investors and providing a return.
Fixed conversion price: If there is a conversion, a fixed conversion price ensures that investors have the same economic outcome, regardless of whether the Crowd SAFE is converted to common stock or shadow shares. There is no guarantee that a conversion will occur.
Limited investor rights: Upon a conversion, investors receive unique shadow shares with limited voting and information rights.

As a flexible and renewable security, the Crowd SAFE helps startups fundraising under Reg CF avoid “messy cap table” concerns, save legal fees and reduce the time spent structuring the terms of their financing.

Because a Crowd SAFE has no expiration or maturity date, founders need not waste time or money dealing with extending maturity dates, revising interest rates or the like. The Crowd SAFE can be used by companies from pre-seed to late stage, before, after, or concurrent with an equity issuance.

Possible additional equity financing above a set value can either trigger a conversion or the company can choose to extend the term of the Crowd SAFE. In the event a company is acquired or a public offering of securities occurs, the Crowd SAFE is automatically converted to cash or common shares, at the Crowd SAFE holder's discretion.

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Republic Core LLC (“Core”) provides technology and support services to OpenDeal Inc. and its affiliates (collectively, the “Republic Ecosystem”). Republic Note holders and as well as users of the site and services maintained by the Republic Ecosystem, regardless of and their activities on or relating to the Republic Ecosystem, are subject to the applicable terms of service, in their entirety.

Core is currently conducting an offering of Republic Notes under Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) to persons who are accredited investors, as that term is defined in Rule 501. Only accredited investors are eligible to participate in the Rule 506(c) offering. Accredited investors who wish to participate in the Rule 506(c) offering should receive and review carefully the Private Placement Memorandum pertaining to that offering, as it contains important information for potential investors to consider prior to making an investment decision. Accredited investors who wish to participate in the Rule 506(c) offering will be required to (i) complete a subscription agreement, (ii) acknowledge that they have received and read the Private Placement Memorandum, and (iii) provide information verifying their status as accredited investors.

Core is also “testing the waters” with respect to the sale of Republic Notes under Regulation A of the Securities Act. The “testing the waters” process allows companies to determine whether there may be interest in an eventual offering of its securities to qualified purchasers under Regulation A. Core is not under any obligation to make an offering under Regulation A. No money or other consideration is being solicited for an offering under Regulation A at this time and, if sent, it will not be accepted.

Core may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering may or may not be made under Regulation A. For example, Core may choose to proceed with its offering under Rule 506(c) without ever conducting a Regulation A offering, in which case only accredited investors within the meaning of Rule 501 will be able to buy Republic Notes.

If and when Core conducts an offering under Regulation A of the Act, it will do so only once (i) it has filed an offering statement with the Securities and Exchange Commission (“SEC”), (ii) the SEC has qualified such offering statement and (iii) investors have subscribed to the offering in the manner provided for in the offering statement. The information in the offering statement will be more complete than any test-the-waters materials and could differ in important ways. Prospective investors who are interested in participating in the Regulation A offering must read the offering statement filed with the SEC, when that offering statement becomes publicly available.

No money or other consideration is being solicited at this time in connection with any potential Regulation A offering and, if tendered, will not be accepted. No offer to buy securities in a Regulation A offering can be accepted and no part of the purchase price can be received until an offering statement is qualified with the SEC. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. Any indication of interest in Core’s offering involves no obligation or commitment of any kind.

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