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The Future of financing

Unlocking Growth and Simplifying Capital raising by using technology 

“At CapitalTech, we work with ambitious companies aiming to drive strategic revenue growth by raising $50 million or more in capital over the next three to five years. Leveraging our advanced technology, we connect companies with the global capital market, amplifying their reach and visibility to accredited investors worldwide. 

Our solution combines cutting-edge capital-raising tools with strategic digital marketing to ensure companies not only secure essential funding but also strengthen their brand, attract lasting investor interest, and drive sustainable growth. With CapitalTech, companies gain a strategic ally committed to delivering both capital and targeted exposure to help accelerate their revenue goals.” 

CapitalTech Provides an innovative Business Platform That Leverages the Founders’ Deep financial expertise and industry knowledge to Help Entrepreneurs and capital providers achieve high returns. we specialize in helping Companies structure and manage regulation d 506c private offerings, enabling them to raise capital from accredited investors while ensuring full SEC compliance, Our platform also utilizes revenue-sharing agreements agreement offering flexible performances-based compensation structures that align the interests of both investors and companies.

Through a comprehensive suite of services—including digital capital raising, deal structuring, investor relations, and market positioning—CapitalTech creates tailored investment opportunities that drive significant value for stakeholders. The platform’s forward-thinking approach integrates cutting-edge financial technologies and innovative investment strategies, making it a preferred choice for those seeking to unlock growth potential while managing risk. By delivering hands-on expertise and bespoke solutions, CapitalTech empowers entrepreneurs and investors to scale businesses and achieve exceptional returns.

Unlock-growth-without-the-high-upfront-cost. CapitalTech is working to help Democratize the ownership of assets for investors using technology, innovative financial models, and regulatory flexibility to make financing accessible to a broader range of people, regardless of their location. Traditionally, alternative investments have been dominated by wealthy individuals, institutional investors, and large firms due to the high capital requirements and complexity involved. However, by democratizing it, barriers to entry are lowered, allowing more people to participate.

Key elements:

Structuring a Special Purpose Vehicle (SPV) for tokenized Regulation D 506(c) offerings involves creating a legal entity designed to isolate the risk and financial liability of a specific investment. The goal is to use blockchain-based tokens to represent ownership interests in the SPV, which in turn holds assets or equity in a company. Here’s an overview of the key steps and considerations:

1. Entity Formation

  • Choose the Legal Entity: Most SPVs are set up as Limited Liability Companies (LLCs) or Limited Partnerships (LPs) to limit liability and provide flexibility in profit distributions.
  • Operating Agreement: The agreement must clearly define the rights of token holders, including how profits are shared, voting rights (if any), and liquidation preferences.
  • Tokenization Consideration: Outline in the formation documents that the ownership interests (such as equity or debt) will be represented through digital tokens.

2. Token Structure

  • Define Token Economics: Determine whether the tokens will represent equity, debt, or some other asset class. Also, decide on the number of tokens, their valuation, and how they will be distributed to investors.
  • Smart Contracts: Use blockchain-based smart contracts to automate the distribution of dividends, voting, or other rights associated with the tokens.
  • Regulatory Compliance: The tokens must comply with the requirements of Regulation D 506(c), including restrictions on transferability (typically enforced through the smart contract).

3. Compliance with Regulation D 506(c)

  • Accredited Investors: Under Reg D 506(c), all investors must be accredited, and the issuer must take reasonable steps to verify their status.
  • General Solicitation: Since 506(c) allows for general solicitation, marketing the offering through various channels is permissible, but care must be taken to ensure compliance with SEC rules.
  • Exempt Securities: Tokens issued under 506(c) are considered securities and must be sold in compliance with exemption rules, such as not being freely tradeable (a 1-year lock-up period applies).
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4. Token Custody and Transfer

  • Custody Solutions: Partner with a reputable digital custody provider to ensure the security of the tokens, providing insurance and secure storage.
  • Transfer Restrictions: Build mechanisms in the smart contract that enforce transfer restrictions, such as the 1-year lock-up for tokens and ensuring only accredited investors can purchase or trade tokens.
  • Secondary Market: If desired, tokens may eventually be traded on a compliant secondary market or ATS (Alternative Trading System), but initially, transferability will be restricted.
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5. Investment Offering

  • Private Placement Memorandum (PPM): Develop a detailed PPM that outlines the terms of the offering, the business plan, risk factors, and other disclosures necessary under Reg D.
  • Subscription Agreement: Investors sign subscription agreements that acknowledge their accredited status and agree to the terms of the tokenized offering.
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6. Token Distribution and Management

  • Distribution: Upon closing, tokens are distributed to investors’ digital wallets as proof of their ownership in the SPV.
  • Ongoing Management: Use blockchain to automate capital distributions, voting, and updates to the cap table. Ensure clear communication with investors regarding the performance of the investment.

7. Compliance and Reporting

  • SEC Filing: File Form D with the SEC within 15 days after the first sale of securities.
  • Investor Reporting: Maintain transparency by providing regular financial reporting and updates to investors. Tokenized systems can streamline this by offering real-time access to certain data.
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8. Exit Strategy

  • Token Redemption or Sale: Upon the liquidation of the SPV or sale of its assets, token holders may be entitled to redeem their tokens for fiat or receive payouts in crypto, depending on the terms of the SPV and smart contract.

By using tokens to represent ownership in the SPV, you can increase liquidity, transparency, and potentially attract a broader pool of investors while staying compliant with Regulation D 506(c). Tokenization can streamline the administration of the offering and make secondary trading easier, once restrictions expire.

 

 

Disclaimer

These presentations contain confidential and proprietary information to be used solely for purposes of discussion, to determine preliminary interest in establishing a business relationship with CapitalTech, LLC. Under no circumstances are these presentations to be used or considered as an offer to sell, or a solicitation of an offer to buy any security.  Any such offer may only be made pursuant to a prospectus, or other offering documents, meeting the requirement of applicable Federal and State securities laws. The information contained herein is in summary form for the convenience of presentation.  It is not complete, and it should not be relied upon as such.

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