Offer, Purchase and Issuance of Securities through the Intermediary

Before you read this, we suggest you check out our other Learn Page article, The Investment Commitment and Closure Process to get a better understand of how campaigns get funded and how you'll be interacting with potential investors.

 

Fundraiser Registration Process

The Round One platform is open to all companies and registered entities in the startup and SME category trying raise funds through investment offerings. Even larger companies trying to raise funds on a per-project, per-venture-basis can consider listing their venture through Round One.

Fundraisers are allowed to raise up to a total of Php 50,000,000.00 per year, under the following stipulations:

• 1. Php 10,000,000.00 (Ten Million Pesos) when offered and sold to any investor;
• 2. More than Php 10,000,000.00 (Ten Million Pesos) but not exceeding Php 50,000,000.00 (Fifty Million Pesos), sold to qualified investors only.

Listing investment offerings to a general audience is a highly regulated activity given the amount of iffy-to-outright-bogus investment offerings out there, that's why we are required by regulators to register all persons and entities raising funds on the platform. This allows us to hold fundraisers accountable and also be accountable to investors. Investors must also register on the platform in order to ensure we can protect their interests, keep track of their cash and investment portfolios and comply with KYC/AMLC regulations.

The registration process for fundraisers involves an SEC-approved onboarding form (SEC Form CF) that requires a series of company-related, company officer-related and business information, that must be submitted to Round One prior to engage in any public fundraising activity. (Don't worry, Round One assists you in completing this form!)

Related: 

• How do I get started?
• How do I raise funds through the platform?

 

Fundraiser offerings on the platform are structured as campaigns, an online investments drive organized by a fundraiser where they can pitch and accept investment commitments (a type of pledge or reservation to buy offered securities) from investors. All campaigns and campaign activity must be registered and recorded. Campaign registration is accomplish through a different form (SEC Form CF-O) that Round One also guides fundraisers through.

Before registered campaigns can be launched, we also require fundraisers to submit and finalize the details of their offering to investors.

Note that we are not purely charity or rewards-based crowdfunding platform, we facilitate investments into actual securities, instruments that are valuable in and of themselves, and can potentially increase in value. Fundraisers submit a variety of financial and business information about their companies so that investors can make informed decisions about the securities they with to purchase. Fundraises can have a charity or rewards-based component, but we are currently unable to launch a solely charity or rewards-based campaign for now.

Related: 

• What is the full onboarding process like?
• When can my campaign go live?

 

Fundraiser Campaign Process

Our platform allows potential investors to interact directly with fundraisers through a forum-style discussion section, giving them an opportunity to better understand why fundraisers think their businesses or ventures are worth investing in. Fundraisers will also be required to publish investor-presentation materials related to their business or ventures, as well as any materials they think would interest investors.

When investors like what they see, they can easily make an investment commitment towards a campaign's fundraising target.

Campaigns run for a certain period of time set by the fundraiser- anywhere from a few weeks to a few months. During that time and up to 48 hours before a campaign closes, an investor can make commitments, increase, decrease or cancel their commitments. After 48 hours leading up to a campaign's indicated deadline, investors can no longer cancel or decrease their commitments, they may only make additional commitments. Securities are deemed final purchases by investors at the close of the campaign's deadline.

Investors must also register on the platform, very similar to a bank and almost exactly like a stock brokerage. Personalized accounts must be opened whenever money gets passed around between an intermediary and its customers. These accounts are where investors can manage portfolios funds, make investment commitments, as well as track balances, transactions and reconcile their securities ownership records.

Related: 

• What are the do's and don’ts of promoting my campaign?

 

Issuance of Securities: After a Campaign

When a campaign successfully concludes, meaning it has reached its 100% fundraising target and its indicated deadline has elapsed, investors who have committed funds shall become owners of the securities/instrument that the fundraisers has offered through their campaigns. 

The form of ownership of securities will be stipulated in campaign closing documents such as the share purchase agreement or subscription agreement. The fundraiser will be directed to sign such agreements for the purposes of concluding the campaign and recieving their campaign funds. After which, records of securities ownerships will be finalized for committed investors.

Related: 

• What happens after my campaign ends?
• How do I get the funds raised?

  

The Process in a Nut Shell 🥜

• 1) A Fundraiser decides that they want to raise funds by selling shares of their company 
• 2) The Fundraiser registers their company or venture with Round One.
• 3) The Fundraiser prepares Campaign materials, an 'investor presentation' and registers a Campaign.
• 4) The Campaign launches and the Fundraiser publishes all investor presentation materials to their publicly-viewable Profile
• 5) Round One-registered investors start making investment pledges/commitments to the campaign
• 6) The Campaign hits its target and the deadline elapses.
• 7) Round One verifies and finalizes all commitments with the Fundraiser and officially closes the Campaign.
• 8) The Fundraiser signs and accomplish various closing documents related to Campaign closure
• 9) Round One gives the Fundraiser their funds and records ownership of the corresponding investors.

 

Risk Warnings

Crowdfunded investments are alternative investments and are thus generally considered high risk and speculative in nature. You are likely not to recieve dividends or regular income from such investments. There is a substantial chance that you may lose the entirety of your investment.

The approval of a fundraiser and campaigns for listing or indications of eligibility for listing on the Round One platform are not endorsements by Round One regarding investability or suitability and may not be construed as financial advice. We caution you to speak to your financial advisor on how to best allocate your portfolio based on your needs and objectives.

For additional information, check out our Risk Warnings