Investor Education · Required Reading Under Regulation CF

Understand it before you invest in it.

Federal rules require every funding portal to educate investors about how Regulation Crowdfunding works — the process, the limits, the risks, and your rights. This page is IPO Wallet’s educational material. Please read it carefully before making any investment commitment.

What is equity crowdfunding?

Equity crowdfunding lets private companies raise capital online from the general public in exchange for securities — typically shares of stock, convertible notes, or SAFEs. Unlike rewards crowdfunding (where backers receive a product), equity crowdfunding makes you a part-owner of, or a lender to, the business.

Regulation Crowdfunding (“Reg CF”), adopted under the JOBS Act, is the SEC framework that governs these offerings. Companies may raise up to $5 million in a rolling 12-month period, and anyone — not just wealthy “accredited” investors — may participate, subject to investment limits. All Reg CF offerings must run through an SEC-registered intermediary: either a broker-dealer or a FINRA-member funding portal like IPO Wallet.

Every offering is documented on Form C, filed publicly with the SEC. Form C contains the offering terms, the company’s financial statements, risk factors, use of proceeds, and ownership structure. Read it before you invest — every time.

How investing works on a funding portal

The mechanics of a Reg CF investment, start to finish.

STEP 01

Review the offering

Read the issuer’s pitch, its Form C on the SEC’s EDGAR system, the financial statements, and all risk factors. Ask questions on the offering’s public discussion channel — issuers must respond publicly so all investors see the same information.

STEP 02

Make an investment commitment

Commit an amount within your legal investment limit. Your funds are transferred to a qualified third-party escrow agent — never to the issuer directly, and never held by IPO Wallet.

STEP 03

Cancellation window

You may cancel your commitment for any reason until 48 hours before the offering deadline. If the issuer makes a material change to the offering, you must reconfirm your investment or it is automatically cancelled and your funds returned.

STEP 04

Closing — or refund

If the offering reaches its target minimum by the deadline, the closing occurs: escrowed funds are released to the issuer and you receive your securities. If the target is not reached, all funds are returned to investors in full.

STEP 05

Holding period & beyond

Reg CF securities generally cannot be resold for one year (with limited exceptions, such as transfers to family or accredited investors). After that, there may still be no market to sell into. Treat every Reg CF investment as long-term risk capital.

How much can you invest?

Non-accredited investor limits under Reg CF, per the SEC’s current inflation-adjusted thresholds, apply across all Reg CF offerings over any 12-month period.

IF YOUR ANNUAL INCOME OR NET WORTH ISYOU CAN INVEST (PER 12 MONTHS, ALL REG CF OFFERINGS)
Less than $124,000The greater of $2,500, or 5% of the greater of your annual income or net worth
$124,000 or more (both income and net worth)10% of the greater of your annual income or net worth, capped at $124,000
Accredited investorsNo Reg CF investment limit

Net worth excludes the value of your primary residence. Spouses may calculate limits jointly. Thresholds are adjusted by the SEC for inflation and may change; the figures above are current as of mid-2026.

The risks — read this twice

Early-stage investing is speculative. These are the principal risks of any Reg CF investment.

Total loss. Most startups fail. You may lose every dollar you invest. Never invest money you cannot afford to lose.
Illiquidity. You generally cannot resell for one year — and there may never be a buyer or market afterward.
Dilution. Future fundraising rounds can reduce your ownership percentage and may carry senior rights to yours.
Limited disclosure. Startups report far less than public companies, and ongoing annual reporting can lawfully cease over time.
No dividends. Early-stage companies rarely pay dividends; returns, if any, typically require an acquisition or IPO years later.
Valuation risk. Issuers set their own valuation. There is no independent market check that the price you pay is fair.
Minority position. You will hold a small stake with little or no influence over company decisions.
Fraud risk. Despite background checks and reviews, no intermediary can eliminate the risk of misrepresentation.

The golden rules

Diversify across many small investments rather than one large one. Read every Form C in full. Only invest what you can afford to lose completely. And remember: no one at IPO Wallet will ever advise you to make, or not make, any particular investment — we are a funding portal, not an investment adviser.

Questions & answers

Plain-language answers to the questions investors ask most.

Who can invest in a Reg CF offering?

Anyone 18 or older, U.S. or international (subject to local law). You do not need to be wealthy or accredited. Non-accredited investors are subject to the investment limits shown above; accredited investors have no Reg CF limit.

What exactly do I receive when I invest?

Whatever security the issuer is offering — most commonly common or preferred stock, a SAFE (Simple Agreement for Future Equity), a convertible note, or a revenue-sharing note. The security type, price, and rights are spelled out in the issuer’s Form C. Different securities carry very different rights, so read the terms carefully.

How do I make money on a crowdfunding investment?

Typically only through a “liquidity event”: the company is acquired, goes public through an IPO, or buys back shares. Some debt or revenue-share securities pay periodic returns. Most equity investments return nothing for years — and many never do.

Can I cancel my investment?

Yes — for any reason, up until 48 hours before the offering deadline stated in the offering materials. After that, your commitment is final unless the issuer makes a material change, in which case you must actively reconfirm or your money is returned.

Where is my money held during the offering?

In escrow with a qualified third-party financial institution. IPO Wallet never holds, manages, or touches investor funds. If the offering fails to reach its target, the escrow agent returns your money in full.

What happens if the company doesn’t reach its funding target?

The offering is cancelled and 100% of your committed funds are returned to you from escrow. Issuers only receive money if the minimum target is met by the deadline.

Can I sell my shares whenever I want?

No. Reg CF securities are restricted from resale for one year, except to the issuer, an accredited investor, a family member, or in certain other limited cases. Even after one year, these are private securities with no public trading market — you may hold them indefinitely.

What is Form C and why does it matter?

Form C is the offering document every Reg CF issuer must file publicly with the SEC before raising money. It contains the business description, offering terms, use of proceeds, risk factors, financial statements, and ownership details. It is your primary source of truth — always read it on the SEC’s EDGAR system before investing.

What is a “Test the Waters” campaign?

Before formally filing, a company may legally gauge public interest in a potential offering. Expressions of interest are non-binding — no money changes hands and no securities are sold. On IPO Wallet, issuers run a 30-day Test the Waters campaign, and only proceed to a live offering if genuine interest is demonstrated. If you express interest during this phase, you have made no commitment of any kind.

What ongoing information will I receive after investing?

Issuers must file an annual report (Form C-AR) with financial statements. However, this obligation can lawfully end — for example, if the company has fewer than 300 holders of record or repays/repurchases the securities. You may eventually receive little or no ongoing information about your investment.

What fees do investors pay on IPO Wallet?

IPO Wallet does not charge investors a fee to invest. IPO Wallet is compensated by issuers through a flat platform fee and a commission on funds raised, which is disclosed in each offering. Payment processors or escrow agents may charge incidental transaction costs, disclosed at checkout.

Does IPO Wallet recommend or endorse the companies on its platform?

No. As a funding portal, IPO Wallet is legally prohibited from offering investment advice or recommendations. Conducting background checks and hosting an offering is not an endorsement of its merits. The decision — and the responsibility — to invest is entirely yours.

What’s the difference between a funding portal and a broker-dealer?

Both are SEC-registered intermediaries that may host Reg CF offerings. A broker-dealer can also recommend investments, solicit purchases, and handle customer funds. A funding portal like IPO Wallet cannot do any of those things — it provides the platform, required disclosures, and communication channels, while a third-party escrow agent handles all money.

Where can I check on IPO Wallet’s registration?

IPO Wallet appears on FINRA’s public list of registered funding portals (finra.org), and its filings are available on the SEC’s EDGAR system under CIK# 0001753710.

Still have questions?

Our team answers investor questions in plain language — no jargon, no pressure, and never any advice on what to buy.