Frequently asked questions:

WeClimate provides a range of educational materials such as FAQs (see below), that cover the basics of Crowdfunding investing, the risks associated with investing, the process for offering and selling securities through Crowdfunding, and the limitations on the amount an Investor may invest in Crowdfunding Offerings.

Our educational material is available on our website in the Footer section under the “Investors” tab in the footer, you can then navigate to Investor/Founder FAQ which brings you here!

Yes, we update our educational material on a regular basis to ensure that it reflects the most current information and regulatory requirements. We strive to provide our users with the most accurate and up-to-date information possible.

Absolutely! We value your feedback and are always looking for ways to improve our educational material. If you have any suggestions or ideas for new topics, please feel free to reach out to us via our contact page.

Our customer support team is available to assist you with any questions or concerns you may have. You can contact us via our support page or by emailing us directly. We are here to help and want to ensure that you have a successful experience.

An Issuer refers to a Company who is seeking to raise funds from Investors in exchange for equity in the Issuer/Company.

The majority of listings are for common stock, but some Issuers you will see raise capital through, for example, SAFE notes.

As a non-accredited investor, you can invest the greater of:

While an Investor under 18 cannot invest themselves, a parent could invest in their name by setting up a UGMA/UTMA or trust.

An accredited Investor is an individual who has a net worth of at least $1 million (excluding their primary residence) or earns at least $200,000 in income each year – $300,000 if combined with a spouse. A non-accredited Investor is everyone else.

If you meet the qualifications for accreditation and would like to verify your status, you'll need to submit documentation that confirms your income or net worth. You can do this in the settings page.

https://weclimate.co/settings

You will need to provide documentation of your assets, including bank account statements and brokerage statements that show the value of your accounts. Assets do not need to be held jointly with your spouse to be included in this calculation.

Your accredited Investor status will remain valid for 90 days from the date of your most recently submitted documentation. After those 90 days, you will be asked to verify your status again.

We can accept a letter from your attorney, investment advisor, broker, or a licensed CPA that verifies your accredited Investor status. If you provide contact details for your verifier, we will send them an email to request a letter of verification, and you will be copied on that email request. If you upload a letter, it must be dated within the current calendar year and within the past 3 months.

We will accept a letter from your entity’s attorney, investment advisor, broker, or a licensed CPA that verifies the accredited Investor status of the entity. If you provide the contact information for your verifier, we will send them an email to request a letter of verification, and you will be copied on that email request. We currently do not accept other forms of income and net worth documentation.

If you upload a letter, it must be dated within the current calendar year and within the past 3 months.

We take the security of your personal information seriously and will only use these documents to verify your accredited Investor status.

If an Issuer does not reach their minimum funding goal, all funds will be returned to the Investors. This usually takes 7- 10 business days after the cancelling of their Offering.

When you invest, your funds are transferred to an escrow account held at a broker dealer. WeClimate does not touch investors’ funds. If the fundraising goal is met, your money will be released to the Issuer by the Broker Dealer. Otherwise, it will be refunded. WeClimate will direct the broker dealer to transfer funds to the Issuer in the case of a successful Closing or back to you if the fundraising goal is not met.

Yes. You can cancel your investment up until 48 hours before the closing deadline. We will warn you via email five days before the closig date. It typically takes 7-10 business days for your refund to appear in your account.

Yes. Companies may choose not to accept your investment for any reason. One reason may be that they discovered you worked for a major competitor. After the round closes, and the company has countersigned the contract and received the funds, your investment can no longer be cancelled.

Investing in a company through WeClimate is risky. There are no guarantees that the company will do well even if the company meets its fundraising goals on the WeClimate platform. You should not invest more than you can afford to lose, and you should have the financial wherewithal to withstand the loss of your entire investment.

You are more likely to avoid loss by diversifying your investments, focusing on areas in which you have expertise, and investing in startups whose products you passionately use.

WeClimate offers equity securities such as common shares. The risks associated with investing in these securities include limited voting power due to dilution, potential dilution in the value of shares, liquidity risk, and the risk of company underperformance. Before investing, it is essential to understand these risks and evaluate whether the investment aligns with your financial goals and risk tolerance.

Generally speaking, WeClimate facilitates investments by investors no matter their location. However, some local laws may restrict investing on WeClimate.

However, unless an Investor has a US bank account, all international investments need to be made via Wire Transfer. In terms of the currency exchange, this happens prior to the funds leaving the originating country.

To contact the Issuer directly, please leave a comment for them on their campaign via the comments section at the bottom and a member of their team will respond to you. Emails and personal details cannot be provided and you can only communicate with Investors via the WeClimate platform.

Regulation Crowdfunding specifically prohibits the resale of securities for one year, except in certain circumstances. It's prudent to assume that you will not be able to resell your investment to another Investor. There is not an established liquid secondary market like the New York Stock Exchange for private Issuers. The investor should have the financial wherewithal to withstand the loss of his/her investments.

Yes. An equity stake will almost certainly be diluted.

Startups that IPO typically have to go through many rounds of fundraising. At each round the startup issues additional stock to new Investors and existing Investors. As long as the value of the Issuer is going up at each additional funding round, then this is healthy and normal.

When things aren’t going well, the startup will often raise capital in a “down round” which means the Issuer's valuation has decreased since the previous round. This is bad news for Investors and founders, but it's preferable to going bankrupt as at that point the Investors lose everything.

All available financial information can be found on the Issuer campaign pages for Regulation Crowdfunding. Campaigns that are “testing the waters” are not required to display financial information until the Offering goes live.

Most Offerings are completely free for Investors. WeClimate makes money by charging a success fee to the Issuer raising money. If you are paying via a wire transfer, there may be additional fees charged by your bank related to the transfer of funds.

You can pay using a bank transfer, check, credit card, or wire transfer. If you choose to pay by credit card, there is a $5,000 limit. International Investors can also pay by wire transfer. All funds remitted will go to the escrow account created by North Capital for the campaign offering.

Having too many individuals on the cap table poses many challenges. With an SPV, Issuers can have an unlimited number of smaller Investors grouped into one large entity on the Issuer cap table. This facilitates straightforward administration of the offering from an Issuer perspective.

For most new SPVs, the Issuer will request an SPV provider to set up a Delaware entity, which will be the manager. The manager of the relevant SPV is indicated in the Subscription Agreement that Investors sign when they invest through an SPV. The manager performs administrative functions for the SPV.

A Custodian is an entity (such as a broker-dealer, bank, or transfer agent) that holds any securities on behalf of all Investors (who are the "beneficial owners" of the securities).

If the offering is done through SAFEs, this means you do not actually possess the shares, or SAFEs. Instead, the Custodian holds them on your behalf.

This will be clearly indicated in the legal disclosures in the Form C. We expect most raises will use SPVs, although some Issuers may still choose to use the custodian.

The market determines an Issuer's valuation. Previous financing rounds and current market conditions help determine the valuation. Early-stage high-growth startups are often valued at $3 to $20 million for their first financing. Issuers that have raised several rounds of financing and are further along are usually valued at a higher premium.

A SAFE (simple agreement for future equity) grants an Investor the right to obtain equity at a future date if the startup sells shares in a future financing. You should only invest in a SAFE if you believe that the startup can raise financing in the future from professional Investors.

Early-stage startups use SAFEs to delay the difficult task of putting a valuation on a startup. It's also a much cheaper and simpler contract than a priced equity round, which can require 6 months or more of negotiation and lots of legal fees and documentation.

The number of shares you receive is determined at the next priced financing by professional Investors. SAFEs will often have a Valuation Cap and a Discount Rate. The SAFE will then typically convert into shares at a lower price than the next priced round.

The Valuation Cap is an important concept. It places a maximum price on the price of the stock, the lower the price, the higher the number of shares that you receive. If you invest in a startup with a valuation cap of $5 million, and they later raise at a $50 million Pre-Money Valuation, the amount of stock you'll get will be priced off the $5 million number. But, if the next Investor values the Issuer at $2 million, that will be your price instead. The discount rate will often reduce it even further.

A SAFE is not a loan. It does not accrue interest, have a maturity date or have a legal obligation to be paid back. These characteristics make it a cheaper and quicker way to finance a startup, and it aligns with early-stage equity Investors who didn’t intend to be lenders.

You have 7 days to ensure payment is sent to an escrow account or your investment will be automatically cancelled.

During test the water campaigns (TTW) which are also known as indication of interest campaigns no funds are captured. For these campaigns, the potential Issuer is gauging if they would be likely to have a successful raise on the platform. Reservations are non binding for Investors and do not guarantee the Investor will participate in the fundraise at a future point. If the potential issuer decides to go ahead with a live raise after running a TTW campaign the Investor will need to make an investment in the live Offering as no funds are being captured for a TTW campaign.

It will be clearly stated on the Issuers campaign page

Yes, per Regulation CF, WeClimate is obligated to perform a thorough due diligence on the Issuer. We first do an in depth Impact due diligence. Beyond impact, we do further diligence on the founding team, product or service, industry, and target market.

At the close of an Offering, all Investors whose funds have “cleared” by this time will be included in the disbursement. Each Investor will receive an email from WeClimate with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward. All signings of documents is handled electronically through the WeClimate platform.

An Issuer can conduct a series of “closes” or withdrawals of funds throughout the duration of the campaign. If you are included in that withdrawal period, you will be emailed your countersigned subscription agreement and proof of purchase immediately following that withdrawal.

For Regulation Crowdfunding, Investors will be notified when the target raise amount has been met. If the Issuer hits their target raise amount early, it can choose to create a new deadline at least 5 business days out. Investors will be notified of this new deadline and will still have the opportunity to cancel up to 48 hours before the Offering closes.

If the Offering was cancelled you will receive a refund within ten business days.

In the event of a material change, Investors will be required to reconfirm their investment within five business days of being notified of the material change. Investors who do not reconfirm, their investment commitment will be cancelled and the funds returned.

WeClimate encourages all its Issuers to provide quarterly updates to its investors and an annual report. Most companies are also legally required to issue an Annual Report 120 days after the end of their fiscal year. The annual report is a comprehensive update with latest financials, board members, new financings and more.

There may be certain circumstances where an Issuer fails to publish annual reports and the investor may not continue to receive annual financial statements from the Issuer. In this scenario we encourage issuers to update investors regardless. Most companies have their fiscal year end on December 31st, and their annual reports come out by April 30th.

WeClimate makes money when Issuers raise money by charging a success fee. For most Offerings under Reg CF, WeClimate will generally collect 4%-6% of the amount raised.

Issuers that file a Form C are required to disclose certain information to the public which can be used to understand an investment and helps determine whether a particular investment is appropriate for a specific person. This includes general information about the issuer, its officers and directors, a description of the business, the planned use for the money raised from the Offering, often called the use of proceeds, the target Offering amount, the deadline for the Offering, related-party transactions, and risks specific to the issuer.

Required Disclosures
The required type of financial disclosure depends on how much an issuer has already raised within a year, and how much they intend to raise next.

$124,000 or less: If the current offer plus previous raise(s) amounts to $124,000 or less, the issuer provides information from its tax returns (but not the tax returns themselves) certified by the principal executive officer. If financial statements are available, they must be provided, too, and again certified by the principal executive officer.

$124,000.01 to $618,000: If the current Offering plus previous Small Online Public Offering (OPO) raise(s) is between $124,000.01 and up to $618,000, financial statements reviewed by an independent CPA are required. If audited financial statements are available, they must be provided as well. The review must be for the shorter of the two most recently completed fiscal years or the period since your Issuer's inception.

$618,000.01 up to $1,235,000: If the current offer plus previous OPO raise(s) amounts to $618,000.01 or more, then the required financial statements must be reviewed by a CPA if they have not previously sold securities under Regulation Crowdfunding. If the Issuer has previously sold securities, they must have their financials audited.

$1,235,000.01 up to $5,000,000: If the current offer plus previous OPO raise(s) amounts to $1,235,000.01 or more, then the required financial statements must be audited by a CPA.

Note: An audit provides a level of scrutiny by the accountant that is higher than a review.

The required information is filed with the SEC and posted at the start of the Offering on WeClimate and available to the public throughout the Offering on the WeClimate and SEC sites. It is available to the general public on both websites throughout the Offering period – which must be a minimum of 21 days.

Issuers raising on WeClimate may also use the proceeds of their successful financing to pay for the escrow agent and other transaction-related fees. These costs are estimated below:

Please note the fees outlined below are not paid to WeClimate:

C-Corporations and Limited Liability Companies (LLCs) can fundraise on WeClimate.

No, only US-based Companies can raise via WeClimate.

No, as long as your Company is based in the United States it does not need to be incorporated in a particular state.

You must disclose your last 2 fiscal years in GAAP (Generally Accepted Accounting Principles). If you want to raise more than $107,000, these financial documents must be "Reviewed," Not Audited, by an independent certified public accountant.

Anyone in your Company that falls into one or more of these categories must provide WeClimate with their full name legal name, SSN/TIN, phone number, address and DOB:

Under Regulation Crowdfunding, Issuers can raise up to $5,000,000 in a 12 month period.

Generally, campaigns run for 60-120 days.

It typically takes 4-6 weeks to finish onboarding

We store clients’ bank information with North Capital. North Capital uses bank-level encryption on all connections when receiving and sending data, and all data is securely stored in an encrypted cloud. North Capital has a proven record with no critical vulnerabilities ever identified.

We review our security regularly and are constantly enhancing our application and policies to protect our users.