Resources for Raising Funds at ClimateWrx

Some of the Most Commonly Asked Questions About Raising Funds on ClimateWrx

  • All engagements with ClimateWrx start with a $2,000 listing deposit.

    The listing deposit gets you access to our custom Form C offering statement workflow, streamlined offering page creation process, sample subscription agreement library (e.g. - common/preferred shares, convertible notes, revenue participation agreements) and direct support through your pre-launch process from Team ClimateWrx.

    Preparing your financial statements may range from $3,000 - $7,500 depending on your fundraising target and the complexity of your books. ClimateWrx can connect you with a CPA firm ready to help assess your costs.

    Preparing marketing collateral for your offering page, including a video and graphic design, may vary widely depending on available content and resources. If you're content-less, you should budget around $10,000 for a professionally produced 60-second video and graphic design for your offering page.

  • Relax... Your cap table is still your cap table, and it’s still manageable.

    Times have changed in the past few years. We no longer swill sherry and mail out paper stock certificates after work for fun anymore.

    Instead, we turn to our short list of SEC-Registered Transfer Agents with robust digital platforms and connect you with a partner that can help you implement — and manage — a technology solution to manage your cap table.

  • You do...

    ...and we're here to help inform your decision as much or as little as you'd like.

  • If you've successfully closed a Regulation Crowdfunding offering, plan to file SEC Form C-AR annually.

    Form C-AR is substantially similar to Form C. Companies may update disclosures previously provided in the Form C and provide GAAP financials for the new fiscal year not previously disclosed. These financials do not need to be reviewed or audited, but you are required to present reviewed or audited financial statements if you have them prepared after the offering closes. Otherwise, future financial statements are only required to be certified by the CEO.

    Form C-AR ongoing filing requirements end after any of the following occurs:

    • You become a public reporting company;

    • You've made one Form C-AR filing and have less than 300 holders of record;

    • You've filed 3 Form C-ARs and have total assets that do not exceed $10,000,000;

    • You repurchased all outstanding securities issued through your Regulation Crowdfunding offering; or,

    • You dissolve, liquidate or shut down your business in accordance with state law.

    Then, we'll connect and work with you and your counsel to prepare and file SEC Form C-TR (Termination of Reporting).

  • It depends on how much you're seeking to raise and if you've raised under Regulation Crowdfunding previously.

    The financial disclosures required by issuers depends on the offerings it has engaged in during the prior 12-month period. The following is a breakdown of the current financial disclosure requirements:

    • $124,000 or less – financial statements and specific line items from income tax returns, both of which are certified by the principal executive officer of the company.

    • $124,000.01 to $618,000 – financial statements reviewed by an independent public accountant and the accountant’s review report.

    • $618,000.01 to $1,235,000 – if first time crowdfunding, then financial statements reviewed by an independent public accountant and the accountant’s review report, otherwise financial statements audited by an independent public accountant and the accountant’s audit report.

    • $1,235,000.01 to $5,000,000 - financial statements audited by an independent public accountant and the accountant’s audit report.

    The SEC requires the following statements in accordance with GAAP which cover the company’s operations for the past two years, or if less, since the date of formation:

    • Income Statement

    • Statement of Cash Flow

    • Balance Sheet

    • Statement of Changes in Equity

    • Notes to the Financial Statements

  • You do...

    ...and we're here to help inform your decision as much or as little as you'd like.

A step-by-step look at the paperwork involved with raising funds on ClimateWrx

  • Help us get to know more about you.

    Fill out our application and Team ClimateWrx be in touch promptly to discuss next steps.

  • Let's make it official.

    After the application process is complete, we'll send over our standard Engagement Agreement. Once that's signed, we'll give you access to the campaign resources you'll need to start building your offering page and drafting your Form C offering statement.

  • Get ready to launch.

    A ClimateWrx Listing Agreement is the final agreement for signature prior to launch. It will be presented upon the conclusion of the funding portal legal and compliance review.

  • An integrated, interactive Form C offering statement digital workflow.

    Prior to launching a Title III Regulation Crowdfunding offering, an issuer must complete a Form C (also referred to as an Offering Statement) and file their Form C electronically with the Securities and Exchange Commission (SEC).

    Form C provides investors with information as may be required to make a decision with regards to investing in the company’s offering. Form C enables investors to evaluate and study an offering, and provides a resource from which important details can be learned about the background of the company, potential risks related to investing in the company, the use of proceeds of the raise, and other relevant information.

    ClimateWrx has built a custom, online Form C workflow powered by LawCloud to help take issuers step-by-step through preparing and filing a Form C offering statement with the SEC.

    Click here to download a list of corporate governance, financial statements and other business paperwork you'll need to have available to prepare a Form C offering statement.

  • A standard escrow services agreement between the issuer, the funding portal and our escrow partner will be presented for signature prior to launch.

  • A standard Technology Services Agreement between the issuer and our escrow partner will be presented for signature prior to launch.

You Can Raise Capital on Your Own Terms…

Access

Access to a growing network of investors

Terms

Ability to tailor your offering terms

Exposure

Marketing and media exposure

Audience

Creation of company and product advocates

Network

Building a network of future investors

Additional information about ClimateWrx fundraising process

  • Eligibility

    ClimateWrx invites any United States private company focused on addressing climate change to submit an application to place an investment offering on our site. We have exclusive criteria and non-exclusive factors which we consider when reviewing applications.

    Process

    Our application process was designed to help us get to know you, learn about your company, your mission, why you're interested in raising funds and how you hope to accelerate solutions to our world's climate challenges.

    Costs

    ClimateWrx earns fees from funds successfully raised. We earn fees based on total funds raised and total securities offered in a successful offering. These fees may vary based on offering type and structure.

    Limits

    The limit that a company can raise through Title III Regulation Crowdfunding offerings in a rolling 12-month period is $5,000,000. There are also investor limits that apply unless an exemption applies. These limits can be managed by selecting the right fundraising instrument.

    Fundraising Instruments

    ClimateWrx can work with all types of debt and equity securities; there's virtually no limit.

    Timeline

    All applications are typically reviewed within one week. Building your offering page, content and campaign marketing plan will vary by offering, and you should plan for 1-3 weeks. Time spent preparing and filing SEC Form C will also vary by Issuer, and you should plan for 1-2 weeks for this process. Offerings must be kept open for a minimum of 21 days. Typical campaigns last from 60-120 days.

  • Content

    Content influences the investor's experience on your campaign page. Just because you built it, doesn't mean investors will invest. We believe that it is imperative to tell your story in a genuine and honest way with the best words, graphics, videos and any other expressive, creative way you conceive (and our site can handle).

    Communications

    A communications strategy and marketing plan involve a lot of moving parts, all of which are essential to success: content, PR, digital advertising, social media engagement, search engine marketing, emails and more. Fortunately, we've run a few successful marketing campaigns in our day, and our team is stacked with experts to help.

    Offering Page

    Once we've received your Engagement Letter, you'll begin working with your campaign manager to build your custom campaign offering page. We can help ensure that the final product presents a compelling, content-rich pitch that engages with the crowd.

  • Close + Accept

    If you hit your target offering amount, you can choose to close and end your campaign as long as it has been active for 21 days. Any funding you raise over your offering target is called an oversubscription. You can accept oversubscriptions, however, you cannot accept any funding over your maximum offering amount. If you do not reach your target before your campaign expires, all investment commitments will be returned to investors. We can help with these and other regulatory requirements.

    Sign + Countersign

    After you've closed your raise, we'll prepare a summary of fees and reimbursable expenses for your review. All fees are required to be paid directly to certain legal entities of ClimateWrx to ensure compliance; these are part of the closing conditions we'll outline in the Paperwork phase of your company onboarding.

    Engagement Funds + Future

    After all closing conditions are verified to have been met, funds will be released from escrow to the company and investors will receive their securities. Successfully closed crowd fundraising rounds under Reg CF require companies to file an annual report, Form C-AR, 120 days after the end of your company fiscal year. ClimateWrx can remind you of this requirement annually.

  • ClimateWrx

    After the application process is complete, we'll send an Engagement Agreement and help you get started building your offering page and plan.

    SEC Form C

    We've built a custom process to help take you step-by-step through preparing and filing your Form C offering statement with the SEC. You can learn more about Form C on the SEC website.

    Escrow

    Our escrow partners will manage crowdfunding escrow account transaction activity and investor communications requirements.

    More information about paperwork can also be found below.

  • Digital Ads + Marketing

    Lead generation, audience growth, targeting and customization of your digital advertisements must be in compliance with all SEC rules on the topic. We can help you understand the rules and help you craft a cost-effective digital strategy to maximize your campaign's reach and effectiveness.

    Ramp up the PR

    There are plenty of digital and social media channels available to deliver your message and make your pitch, but a good old-fashioned public relations campaign focused on key influencers and thought leaders in the climate community will be a key factor in your campaign's viral growth.

    Audience Engagement + Activation

    Facebook, Instagram, Twitter, LinkedIn, YouTube, Medium, email and beyond... Engaging and activating your audiences across all your networks can be a key contributor to your campaign's success.