Education Center
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Introduction

Thunder Funder Portal LLC is a funding portal currently under review for membership with the Financial Industry Regulatory Authority (“FINRA”). These Educational Materials have been prepared for your benefit to help you understand, among other things, Regulation Crowdfunding, how to invest, information that will be disclosed to you, and the associated risks with investing in Regulation Crowdfunding securities offerings.

Please review these educational materials (“Educational Materials”) carefully. You will be asked to reaffirm your receipt of these Educational Materials and that you understand what the content presented here before you make an investment on our platform.

You should carefully review all the information provided to you in connection with an investment made on our platform and consider whether investing in the Issuer’s securities are appropriate for you and your financial situation. For example, before participating in a Regulation Crowdfunding offering, you should consider, among other things, whether you can afford to lose all your money you invest, whether you understand the company and its business, and whether you understand what you are purchasing. If you have any questions or concerns, or need further assistance in understanding these Educational Materials, please contact us at support@thunderfunder.com.

Certain Definitions used in these Educational Materials

“Accredited Investor” means a person that meets certain enumerated criteria including, but not limited to a natural person who: (i) has a net worth equal to $1 million or more (excluding primary residence); and (ii) has earned $200,000 or more for the least two years with a reasonable expectation for that income level to continue. An accredited investor also includes an entity that in which all of the equity owners are accredited investors and an entity that owns investments in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered. To review the complete definition of an accredited investor, please review § 230.501 of the Securities Act of 1933, as amended here:

“Issuer” means the issuer of the securities offered and sold under Regulation Crowdfunding.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Regulation Crowdfunding” means the regulatory framework introduced with the JOBS Act in 2016 and enables issuers to raise capital from the public subject to certain conditions. An Issuer that seeks to raise capital under Regulation Crowdfunding is required to engage an online intermediary registered with the SEC like Thunder Funder Portal LLC. You can learn more about Regulation Crowdfunding by visiting here: https://www.ecfr.gov/current/title-17/chapter-II/part-227

“SEC” means the U.S. Securities and Exchange Commission.

How to Invest

You can view the available offerings on our platform prior to creating an account. However, you must first create an account with Thunder Funder and review and agree to our Terms of Use and Privacy Policy, as well as a consent to electronic delivery of document prior to making an investment. Before you make an account, please take time to understand these Educational Materials and understand the risks involved in investing in a Regulation Crowdfunding offering on our platform. You can review some of these risks in the section titled, “Risks Associated with Investing” below.

Once you have identified an investment opportunity you would like to participate in, you can begin the process by clicking “Invest” on the applicable offering page. You will then be directed to indicate how much you would like to invest and how you will pay for your investment. You can fund your investment by following the instructions provided to you on the platform. When you invest, your money will be held with an escrow agent until the offering is complete. If the offering reaches its deadline and/or the maximum amount has been reached, the escrow agent will release your funds to the Issuer.

Prior to confirming your investment commitment, we’ll also ask you to reaffirm that you have received the Educational Materials and understand the contents described. You’ll then be asked to sign the applicable security instrument. Don’t worry, you will have up to 48 hours before the end of the offering to cancel your investment commitment in the event you change your mind.

Once your investment commitment has been made, you will receive a notification via email with the details of your investment commitment. When your investment is ready to be finalized, you will receive an email confirmation with details of your investment. After the transaction is complete, the Issuer will reflect in its books and records the details of the transaction.

Types of Securities Offered on Our Platform

The following types of securities may be offered on our platform.

Priced Equity Securities: When you purchase priced equity securities, you are purchasing equity interests in a private company at a pre-determined set price per equity interest. The price will be set by the Issuer. The value of your investment may appreciate or depreciate depending on the Issuer’s business, subsequent securities offerings, and other factors. There are several types of price equity securities that may be available for purchase including, common stock, preferred stock, or limited liability company interests.

Convertible Securities: Some Issuers may offer convertible securities, which are securities that may convert into a different type of securities. For example, an Issuer may offer a convertible note, which has the characteristics of a debt security, but depending on the specific conversion triggers, may be converted into equity (e.g., common stock). There is risk that the triggering event (e.g., a qualified financing) may not occur.

Simple Agreements for Future Equity (SAFEs):
A Simple Agreement for Future Equity (SAFE) is a financial instrument that provides investors with the right to receive equity in a startup at a future date, typically during a subsequent financing round. While SAFEs are popular among early-stage companies for their simplicity, they are complex securities that investors should thoroughly understand before committing funds.

How SAFEs Operate:
– SAFEs are not immediate equity purchases. Instead, they grant the right to future equity when specific conditions are met.
– The number of shares you receive upon conversion depends on your investment amount, the valuation cap, and any applicable discount rate.
– Conversion typically occurs during a qualified financing event, such as a priced equity round.

Key Features:
– Valuation Cap: Sets a maximum valuation for converting your investment into equity.
– Discount Rate: May offer a reduced price compared to future investors during conversion.
– No Interest or Maturity Date: Unlike loans, SAFEs do not accrue interest or have a set repayment date.

Risks and Limitations:
1. Uncertainty of Conversion: There’s no guarantee that a qualifying event will occur, potentially leaving your investment unconverted indefinitely.
2. No Guaranteed Return: SAFEs are not loans; the company is not obligated to repay your investment.
3. Dilution Risk: Future funding rounds may dilute your potential ownership percentage.
4. Lack of Voting Rights: SAFE holders typically don’t have voting rights until conversion.
5. Company Failure Risk: If the company fails before conversion, you may lose your entire investment.
6. Liquidity Limitations: SAFEs are generally not transferable and may be subject to resale restrictions.

Investor Considerations:
– Carefully review the specific terms of each SAFE, as they can vary significantly between offerings.
– Consider how SAFEs align with your investment strategy and risk tolerance.
– Be aware of your total investment in SAFEs and other crowdfunding securities to ensure compliance with regulatory limits.

Regulatory Compliance:
– SAFEs offered through our platform comply with Regulation Crowdfunding (Reg CF) rules.
– Investment limits may apply based on your income, net worth, and accreditation status.

Before investing in a SAFE, we strongly encourage you to thoroughly review all offering documents, consider seeking professional financial advice, and carefully assess the potential risks and rewards.

Many early-stage startup companies use elect to raise capital through SAFEs to reduce financing costs and to defer establishing the company’s valuation. When you purchase a SAFE, you do not purchase common stock or preferred stock. Instead, you purchase the right to future equity when a subsequent qualified financing occurs. For most SAFEs, the number of shares you will receive upon the conversion event will typically depend on the dollar amount you invest, the valuation cap, and the discount rate (if applicable). The valuation cap puts a maximum valuation at which your investment will cover into equity securities. Therefore, if and when a conversion event occurs, you will receive equity securities based on the valuation cap instead of the Issuer’s actual valuation during the conversion event. Notably, however, a SAFE is not a loan. Therefore, the Issuer is not obligated to pay the investment amount back and the SAFE does not earn you interest or have a maturity date.

When investing in equity securities through Thunder Funder, it’s important to understand the risk of dilution. Dilution occurs when a company issues new shares, which can reduce the ownership percentage of existing shareholders. Here’s what you need to know: If the company you’ve invested in issues additional shares in the future, your percentage of ownership in the company may decrease. Dilution can also affect the value of your shares and your voting power within the company. Future funding rounds, employee stock options, or other share issuances can all lead to dilution. The extent of dilution depends on various factors, including the number of new shares issued and the terms of the issuance. While dilution is a common occurrence in growing companies, it’s crucial to consider this risk when making your investment decisions. We encourage all investors to carefully review the offering documents and consider how potential future dilution might impact their investment before committing funds

Information Issuers are Required to Provide

Issuers are required to file a Form C prior to commence offering securities under Regulation Crowdfunding. You can access the Issuer’s Form C by visiting the Issuer’s offering page on our platform or by visiting the SEC’s electronic database at https://www.sec.gov/edgar. The information Issuers are required to disclose include, among other things, the following:

  1. Material information about the Issuer including its name, address, website, directors, officers, capital and ownership structure, and prior securities offerings;
  2. The principal occupation and employment history for each director and officer;
  3. Material terms of the offering, including the type of security instrument and rights associated with owning the securities;
  4. The Issuer’s use of proceeds, including if the target amount is raised and if the maximum amount is raised;
  5. Risk factors associated with an investment in the Issuer’s securities; and
  6. Certain financial information about the Issuer.

The type of financial information an Issuer is required to disclose depends on whether the amount the Issuer seeks to raise under Regulation Crowdfunding and whether the Issuer has raised capital through a Regulation Crowdfunding offering in the past.

  • If an Issuer seeks to raise $124,000 or less, financial statements and certain income tax return information is required to be disclosed to investors, which have to be certified by the Issuer’s principal executive officer.
  • If an Issuer seeks to raise between $124,000 and $618,000, the financial statements must be reviewed by an independent public accountant and certified by the Issuer’s principal executive officer. The public accountant’s report is also required to be disclosed.
  • If an Issuer seeks to raise between $618,000 and $5,000,000, if the Issuer is raising capital through Regulation Crowdfunding for the first time, and the Issuer is raising up to $1,235,000, then the financial statements must be reviewed by an independent public accountant. In all other situations within this category, audited financials prepared by an independent public accountant is required. The public accountant’s report is also required to be disclosed.

Restrictions on Resale

When you purchase a security offered and sold in reliance on Regulation Crowdfunding, the securities you purchase are subject to certain resale restrictions. Specifically, when you purchase securities through Regulation Crowdfunding, you may not sell or otherwise transfer the securities for one-year, unless the securities are sold to: (i) the issuer; (ii) an Accredited Investor; (iii) as part of a registered offering; or (iv) a family member, a trust for you or your family, or in connection with your death, divorce or similar circumstance.

The term family member includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law. Adoptive relationships are included. The term spousal equivalent means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Limitations on amounts you can invest.

If you are not an Accredited Investor, Regulation Crowdfunding limits the total amount you can invest in a given year in securities offerings under Regulation Crowdfunding. Specifically, the maximum amount you can invest in a year in all Regulation Crowdfunding offerings during any 12-month period is as follows:

  1. The greater of (i) $2,500; or (ii) 5% of your annual income or net worth if your annual income or net worth is less than $124,000; or
  2. 10% of the greater of your annual income or net worth, but not to exceed $124,000, if your annual income and net worth are greater than or equal to $124,000.

For example, if Investor A has an annual income of $100,000, Investor A may only invest in $5,000 in all Regulation Crowdfunding offerings in a 12-month period. If Investor B has an annual income of $45,000, then Investor B may only invest in $2,500 in all Regulation Crowdfunding offerings in a 12-month period.

Accredited Investors are not subject to the investment limits described above.

Right to Cancel.

After you make an investment commitment to purchase securities, you can still change your mind and cancel your commitment until 48 hours prior to the offering deadline. When you cancel your investment commitment, you will receive a full refund, including fees, if any.

If the Issuer makes a material change to the terms of the offering you have made an investment commitment for, the issuer will provide you with an electronic notice. After receipt of such notice, you will have five (5) business days to reconfirm your investment commitment.

At Thunder Funder, we prioritize transparency and investor protection. In the event of a material change to the terms of an offering or to the information provided by the issuer, the following policy applies: Notification: If a material change occurs, Thunder Funder will promptly notify all investors who have made an investment commitment to the affected offering.Automatic Cancellation: Upon notification of a material change, your investment commitment will be automatically cancelled unless you take action to reconfirm it.Reconfirmation Period: You will have five (5) business days from the receipt of the material change notice to reconfirm your investment commitment.Reconfirmation Process: To reconfirm your investment, you must follow the instructions provided in the material change notice within the five-day period.Failure to Reconfirm: If you do not reconfirm your investment commitment within the five-day period, your investment will be automatically cancelled, and any funds will be returned to you.No Action Required for Cancellation: You do not need to take any action if you wish to cancel your investment following a material change notice. This policy ensures that you have the opportunity to reassess your investment decision in light of any significant changes to the offering or issuer information. We encourage all investors to carefully review any material change notices and make informed decisions about reconfirming their investments

Our Relationship with Issuers; Your Relationship with Issuers

After your investment is complete, there may or may not have an ongoing relationship with the Issuer. The Issuer may raise additional funds through our Funding Portal or pay to use services provided by our affiliates.

In addition, Issuers are generally required to file an annual report with the SEC called a Form C-AR within 120 days after the end of the Issuer’s fiscal year. You can view an Issuer’s Form C-AR by visiting the Issuer’s website or by visiting the SEC’s electronic database at https://www.sec.gov/edgar. A Form C-AR will typically contain the same or similar information included on the Form C when you first made your investment, except the Issuer will provide updated financial statements and disclosures.

An Issuer is permitted to stop filing a Form C-AR upon if one of the following occurs:

  • The Issuer has filed at least one Form C-AR and has fewer than 300 shareholders of record;
  • The Issuer has filed at least three Form C-Ars and has total assets no greater than $10 million;
  • The Issuer or a third-party purchaser buys all of the securities sold in the Regulation Crowdfunding offering;
  • The Issuer registers its securities and is required to file reports under the Securities Exchange Act of 1934, as amended; or
  • The Issuer dissolves under applicable law.

If the Issuer decides to stop filing Form C-Ars, the Issuer must file a Form C-TR with the SEC to indicate that it will stop filing its annual reports. In the event an Issuer files a Form C-TR, the Issuer will cease providing updated financial statements and disclosures to you regarding the securities you purchased via the Regulation Crowdfunding offering.

Risks Associated with Investing

As is the case with any investment, investing in a Regulation Crowdfunding offering involves a significant amount of risk and are generally considered highly speculative. The Issuers seeking to raise capital on our platform are typically early-stage startup companies in speculative and competitive industries. Additionally, Issuers generally do not have significant operating history for you to review and may face challenges commonly associated with early-stage startup companies. As a result, there are no guarantees that you will profit from an investment made on our Platform and there is risk that you may lose your entire investment. Therefore, you should invest only in amounts that you are comfortable with losing.

Lack of liquidity; limitation on resales. Unlike investing in publicly traded companies listed on a stock exchange that can be quickly and easily traded, an investment in securities sold under Regulation Crowdfunding is subject to resale limitations and restrictions. Your ability to resell your investment is limited and may only be sold if the transaction fits within an exception provided under Regulation Crowdfunding. As a result, you should expect to hold your investment for an indefinite period. In any event, there may not be a market available to provide liquidity and one may never exist. There is no assurance that the securities you purchase will ever be publicly tradeable.

You may only have access to limited information. Although certain information is required to be disclosed to you when you invest in a Regulation Crowdfunding offering, many early-stage companies are only able to provide limited information about their business and operations because their businesses have only been operating for a relatively short period of time. Furthermore, the Issuers’ disclosures and filings have not been reviewed by any federal, state, or local government agency or regulator. Additionally, although Regulation Crowdfunding requires Issuers to file annual reports, an Issuer may stop filing annual reports if it is eligible. If such an event were to occur, you will not have access to financial information and material disclosures on an ongoing basis, unlike if you were to invest in a publicly traded company.

Not all Issuers will provide audited financial statements. Not all Issuers offering securities on our platform are required under Regulation Crowdfunding to provide you with audited financials. In some cases, the financial statements available to you may not be audited or reviewed by third-party independent public accountants. If you decide to invest in an offering, your decision will be based, in part, on financial information provided by the Issuer which may not completely or accurately represent the financial condition of the Issuer.

Limited voting rights; minority interest. The securities offered by Issuers on the Platform typically do not provide you with voting rights. As a result, you will not have a vote on certain corporate matters such as whether the Issuer can raise additional funds that may dilute your equity interest. In some circumstances, you may be required to vote with in the same manner as the majority equity owner or vote via proxy to a pre-determined third-party.

No institutional or professional investors. Many companies have found success as a result of guidance received from venture capital firms and other institutional investors. These investors often invest early and even participate on the Issuer’s board of directors, playing a significant role in the Issuer’s early-stage development. An early-stage company that raises capital under Regulation Crowdfunding may not have the same benefits as a startup receives that raises capital from institutional and professional investors and advisors.

Tax Risks. There are certain tax issues and risks relating to investing in Regulation Crowdfunding you should consider before participating in an offering. You should consult your tax advisors for information and to learn more about the potential tax consequences involved prior to making an investment on the platform.

Need more help? Check out our support center.

Frequently Asked Questions
How much can I invest through Thunder Funder?

The amount you’re able to invest on Thunder Funder largely depends on the type of offering and whether you are an accredited investor.

 

Accredited Investor? No Limits Here!

If you are an accredited investor, you can enjoy limitless investing on most of our offerings. Simply verify your status on our platform-if you haven’t already- and once certified, you can freely allocate your funds across our diverse opportunities. Do keep in mind that your accreditation status may be subject to random audits. We urge honesty in self-certifying to maintain the integrity of your investments and our community.

 

For the Non-Accredited Investor

Most of our community consists of non-accredited investors. If this includes you, here’s how your investment capacity shapes up under Regulation Crowdfunding (Reg CF):

 

Basic Allowance:

Everyone can invest at least $2,500.

 

Earning or Owning Less than $124,000

You can invest up to 5% of either your annual income or your net worth, whichever is higher.

 

Earning and Owning $124,000 or More?

You may invest up to 10% of the greater of your annual income or net worth, up to a maximum of $124,000 annually.

 

Remember, these limits apply across all your Reg CF investments, whether on Thunder Funder or elsewhere. It’s crucial to keep us updated on your other crowdfunding investments to ensure you remain within legal limits. 

 

Why It Matters

Providing accurate and honest information about your financial status and investment history is crucial. Any discrepancies can lead to investment reversals and restrictions on your account so it is essential to maintain transparency. 

Do I have to be a U.S citizen to invest?

Yes.

Founder’s Discretion on Investments

Our Founders have the discretion to accept or deny participation from any investor. This ensures that each campaign aligns with legal frameworks and the Founder’s strategic goals.

Can a startup reject my investment?

Yes, at Thunder Funder, each company has the discretion to decline any investment commitment, either in full or partially, at any point until the funds are transferred from the escrow account. Should your investment not move forward, rest assured, the entire amount will be promptly returned to you. This ensures that every financial engagement aligns perfectly with both the investor’s and the founder’s expectations.

What is an accredited investor?

The term “accredited investor” represents a specific group of individuals and entities defined by the U.S. Securities and Exchange Commission (SEC) Rule 501, effective as of March 15, 2021. 

Here’s a breakdown of what qualifies someone or an entity as an accredited investor: 

 

For Individual Investors:

  • Net Worth: Individuals with a net worth exceeding $1,000,000 excluding the value of the primary residence.
  • Income: Those with an annual income over $200,000, or $300,000 together with a spouse, consistently over the last two years, with the expectation of the same or higher income in the current year.
  • Professional Licenses: Holders in good standing of specific FINRA licenses, namely Series 7, Series 65, or Series 82.

 

For Entities:

  • Asset-Heavy Organizations: Trusts, partnerships, or LLCs with assets over $5,000,000 not specifically formed to acquire the offered securities, directed by a sophisticated person.
  • All-Accredited Ownership: Entities where every equity owner is an accredited investor.
  • Family Offices: Ollices managing assets of at least $5 million, including their family clients.
  • Spousal Equivalence: Allows spousal equivalents to combine their finances to qualify as accredited investors.
  • Specialized Entities: Other entities as defined under Rule 501.

 

Investment Opportunities and Limits:

  • Accredited Investors: Those who meet these criteria can invest in opportunities typically not available to non accredited investors without any imposed limits, subject to providing proof of accreditation upon request or during audits.
  • Non-Accredited Investors: Can engage in Reg CF and Reg A+ offerings but are subject to Investment limits based on their financial circumstances.
  • Verification: While Reg CF and Reg A+ investments do not typically require accreditation verification, Reg D offerings do.

 

At Thunder Funder, whether you are an accredited or non-accredited investor, a world of possibilities awaits. Our platform is designed to facilitate seamless investment opportunities, keeping transparency and compliance at the forefront of every transaction.

How do I become an accredited investor?

You need to make sure that you understand the criteria above and then fill out the appropriate details on your profile.

I'm not an accredited investor, how do I know if I am eligible to invest in a deal?

As long as you’re within the limits set by the SEC, you will be eligible to invest. Our platform records how much you have Invested through Thunderfunder and will limit you accordingly, but you have to be mindful if you have invested in deals through other platforms.

What is a Form C?

In the vibrant world of crowdfunding, the Form C is the golden ticket, the backstage pass that brings investors up close and personal with the inner workings of a startup’s campaign. This essential document is filed with the U.S. Securities and Exchange Commission (SEC) by startups who are gearing up to raise funds under the Regulation Crowdfunding (Reg CF) framework.

 

Think of Form C as the tell-all biography of a startup. It includes all the juicy details investors might need before they decide to commit their funds: the company’s business model, financial condition, planned use of funds, the price of the securities being offered, and the risks involved. 

 

This form isn’t just bureaucratic paperwork, it’s a transparency tool, crafted to ensure that you, as an investor, have a clear understanding of what you’re getting into-the risks, rewards, and all the aspirations packed into the venture.

 

By diving into a Form C, investors step into a narrative woven with financial forecasts and strategic insights, enabling them to make informed decisions. This is where the excitement of potential meets the prudence of due diligence, ensuring every investment on Thunder Funder is made with clarity and confidence.

I've changed my mind, can I cancel my investment?

Yes, for all Regulation Crowdfunding (Reg CF) offerings, you can cancel your investment up to 48 hours prior to the offering’s deadline or intermediate close date. You will receive a full refund, including any fees you have incurred.

What payment methods can I use to fund my investment?

Investments can be made with Dollars via an ACH transfer, Debit/Credit Card payment, and wire transfers.

How risky is investing in startups?

As with any investment, investing in a Regulation Crowdfunding offering involves a significant amount of risk and is generally considered highly speculative. The issuers seeking to raise capital on our platform are typically early-speculative and competitive industries. Additionally, issuers generally do not have significant operating history for you to review and may face challenges commonly associated with early-stage startup companies. As a result, there are no guarantees that you will profit from an investment made on our platform, and there is risk that you may lose your entire investment. Therefore, you should invest only in amounts that you are comfortable with losing.

I've missed the deadline, is it too late to make an investment?

Reach out to us at support@thunderfunder.com and we’ll see what we can do.

Can I increase or decrease my investment commitment?

Reach out to us and we will see what options are available: support@thunderfunder.com.

I've got a question about the deal/company, can I contact the founder directly?

Simply post a question on the deal page and we’ll make sure that the founders see it.

I've lost my password, what now?

Simply click on the Forgotten Password button on the Login popup and go through the simple process to reset it.

How much does it cost to invest in a company?

There are no fees to investors for Thunder Funder. We charge the company (or issuer) a 7.5% fee which is how we generate our revenue.

Glossary
Accelerator
It's like startup boot camp. These programs are all about pushing a startup’s growth to the max, fast and furious, with loads of mentoring and support.
Accredited Investor
This isn’t your average Joe. By federal law, these folks have the dough or the smarts (think net worth and income level) to dive into the more shark-infested waters of high-risk investments like startups.
Acquisition
When one company decides another company is looking so good, they just have to buy it. It's the corporate version of "Let's stay together."
Adverse Change Redemption
This is a "break glass in case of emergency" for shareholders. If things go south, you can cash out your shares and bail.
Advisers
The sage wizards for startups. They dish out advice and get compensated for their wisdom.
Affirmative Covenants
The promises a company makes during financing. It’s like saying, "We swear we'll do this" while crossing their hearts.
Agency Costs
The price of doing business when you can’t do everything yourself. It covers what you lose because your agent isn’t you.
Alpha
The first, rough around the edges version of a product. It’s before beta and way before it’s ready for the spotlight.
Amortization Terms
Fancy talk for how a debt gets paid over time, aligning with the company’s big financial picture.
Analyst
The fresh-out-of-college rookies in a VC firm. Eager, energetic, and ready to grind.
Angel Investor
These are the guardian angels of the startup world. Usually loaded with cash and ready to invest in the next big thing on their own dime.
Antidilution
It's like a magic shield for investors. If the company's value dips after they've invested, this keeps their investment from shrinking too.
As-Converted Basis
Imagining all the preferred stock has already turned into common stock. It’s like seeing into the financial future.
Assignment
This lets preferred shareholders pass their shares to someone else in their squad without needing a nod from the company.
Associate
These are the deal warriors at a VC firm. They crunch numbers, scout deals, and need a nod from the higher-ups to make moves.
At-Will Employee
Employees who can be shown the door at any time, for any reason—or no reason at all.
Barter Element
Also known as the Basis of Stock Option, it’s the price at which you can cash in on your stock options.
Best Alternative to Negotiated Agreement (BATNA)
Your plan B if the deal doesn’t work out. It’s like having an escape route when negotiations hit a wall.
Beta
A more polished prototype that's out in the wild, getting real-world love and feedback before the final version.
Blended Preferences
When all types of preferred stock get equal dibs in a liquidation. It’s the fair-share approach when things wrap up.
Board of Directors
The all-star team elected by shareholders to keep the company on track, including deciding who’s boss.
Bridge Loan
The financial bridge that keeps a company afloat until the next big cash infusion.
Broad-Based Antidilution
This calculation takes into account all possible shares when figuring out how to protect investors from dilution.
Burn Rate
How fast a company is burning through cash. Think of it as the financial fuel gauge.
Cap
In convertible debt deals, it’s the valuation ceiling, stopping your investment from inflating too much.
Capital Call
When VC funds hit up their investors to pony up the cash they promised to invest.
Capitalization Table (Cap Table)
The spreadsheet where all the magic happens, showing who owns what and how much in the company.
Carry/Carried Interest
The sweet slice of the profits that VCs get after the investors get their initial money back. Typically, it's 20-30%.
Carve-Out (Equity)
A special deal cut for the little guys—executives and employees—so they get a piece of the pie even when the big players have first dibs through liquidation preferences.
Carve-Out (Merger)
Specific things promised in a merger that get special treatment outside the usual terms.
Clawback
If the VCs get too greedy and overpay themselves, this is the investors' "give it back" card.
Commitment Period
The time clock VCs have to find and invest in hot new companies, usually ticking for about five years.
Common Stock
The vanilla of stock options. It’s what the founders and employees usually get, with fewer frills but plenty of potential.
Conditions Precedent to Financing
The must-do list that needs checking off before investors write the check.
Control Terms
The levers and buttons a VC can push or pull to sway decisions in a deal.
Conversion
Turning preferred stock into common stock—it’s like the caterpillar becoming a butterfly.
Conversion Price Adjustment
When anti-dilution protections kick in, this adjusts the stock conversion rate so preferred shareholders can end up with more common stock and more control.
Convertible Debt
It starts as a loan but transforms into equity instead of needing to be paid back. Magic!
Convertible Note
It's a short-term loan that flips into equity later on, usually when the company hits its next big funding round.
Corporate Venture Capital
The big corporate siblings of traditional VCs, backed by major companies looking to invest in the future.
Co-Sale
When a shareholder sells their slice, this right lets others tag along for the sale, spreading the wealth.
Cross-Fund Investment
When a VC juggernaut has more than one fund and decides to play all sides by investing in the same company across different funds.
Crowdfunding
The group effort of funding dreams, where folks chip in to buy equity, lend money, or just give cash to kickstart a company.
Dilution
When new shares are issued and your ownership slice gets thinner. It’s like cutting a bigger pizza into more slices—you still have your piece, but it’s a bit smaller.
Director
The deal-makers a notch below the big bosses in a VC firm, making waves and closing deals.
Discount
The deal-sweetener in convertible note agreements that lets investors convert their investment into equity at a price lower than the next round's investors.
Dividends
The profits sprinkled back to investors, usually in cash or more shares, because sharing is caring.
Double-Trigger Acceleration
A two-part safety switch for employees—if the company gets sold and they get fired, their stock vests pronto.
Down Round
A funding bummer—when a company has to settle for a lower valuation than before.
Drag-Along
A clause that lets major shareholders force others to join in when selling the company. It’s like saying, “If I go, you’re all coming with me.”
Draw Period
The timeframe during which a company can request cash advances under a loan. It’s like having a credit card for your business.
Due Diligence
The detective work investors do before deciding to throw money into a startup. It’s all about sniffing out the good, the bad, and the ugly.
Early Stage Funds
These are the VC superheroes who swoop in with cash for startups just getting off the ground—think Seed and Series A rounds.
Earn-Out
A carrot on a stick for company sellers, where they get extra cash post-merger if they hit certain targets. It’s like a bonus for overachievers.
Economic Terms
These are the nuts and bolts that affect how much cash VCs might see at the end of the day from their investments.
Elevator Pitch
Your company’s story in a nutshell. It’s the quick spiel that explains why your startup is awesome, all before the elevator hits your floor.
Employee Option Pool
A treasure chest of stock options set aside to lure in top talent. It’s how startups say, “Join us, and we’ll make it worth your while!”
Enterprise Value
The full scoreboard value of a company—what it’s really worth when you tally up all the parts, including debts and cash on hand.
Entrepreneur
The daring souls who start companies. They’re the captains of their own ships, navigating the choppy waters of business.
Entrepreneur in Residence (EIR)
A seasoned startup vet hanging out at a VC firm, either scouting new deals or cooking up their next big venture.
Equity
The golden ticket of company ownership. Hold this, and you hold a piece of the pie.
Equity Crowdfunding
A way for the crowd to get in on the startup action, legally blessed by the JOBS Act. It’s crowdfunding but with actual stakes in the game, and it’s what we’re all about!
Escrow
The safety net in deals where some cash is held back until all promises are proven true. It’s like holding back some candy until the chores are done.
Escrow Cap
The maximum loot that can be held in escrow after a merger—just in case things aren’t as peachy as promised.
Executive Managing Director
The big boss in a VC firm, higher up the food chain than a managing director.
Executive Summary
A snapshot of your company, capturing all the key points in a page or three. Think of it as your company’s dating profile.
Exercise
When you cash in on stock options or warrants. It’s payday for your investments!
Exercise Period
The timeframe you’ve got to buy your promised stocks after you leave a company. It’s like a last call for drinks at your favorite bar.
Exercise Price
The price you pay to turn options into actual shares. Think of it as the cover charge to the equity party.
Exit Strategy
The master plan for cashing out your investment. Think IPOs or selling the company—it’s how you turn those paper gains into real money.
Fair Market Value
What someone else is willing to pay for your stuff in the open market. It’s the "going rate."
Fiduciary Duties
The heavy-duty promise to act in someone else’s best interest. It’s like being the financial knight in shining armor.
Final Payments
The last chunk of change paid at the end of a loan. It’s the financial "farewell."
First Right of Refusal
A VIP pass to invest or buy before anyone else can. If there’s a deal going down, this lets you call dibs.
Flat Round
A funding round where the company’s value hasn’t budged since the last time money was raised. It’s like a financial Groundhog Day.
Follow-On Funding
More cash injections after the initial investment. It's like adding more fuel to the rocket to keep it soaring.
Founder
The brave soul who starts the company. They’re the dreamers who do.
Founders’ Activities
What founders are expected to do—usually, it means living and breathing their company.
Founders’ Stock
The initial shares handed to founders, often for a song and a dance because they’re betting big on their own sweat.
Founding General Partner
A VC who not only manages the fund but also help get the whole shebang off the ground.
Full-Stack Venture Capital Firms
VCs that don’t just hand out cash but also offer a full menu of services, from marketing to tech support, to make sure their investments soar.
Fully Diluted
A way to measure a company’s worth assuming every possible share has been turned into stock. It’s seeing the full potential, no holds barred.
Fundamental Rep
Serious promises made during a deal that stick around longer than the leftovers from lunch.
Game Theory
The chess-like strategy of business, where every move depends on predicting others’ moves. It’s the art of smart guessing.
General Partner (GP)
The head honchos in a VC firm. They’re the ones making the big calls.
General Partnership (GP)
The entity running the show at a venture capital fund, where the GPs make the magic happen.
General Solicitation
Shouting from the rooftops about a fundraising campaign, aiming to woo investors far and wide.
GP Commitment
The skin in the game for General Partners, usually a slice of their own cash invested right alongside the fund’s investors.
Growth Investors
These are the big-league players who step in with funding when startups are ready to scale massively. They usually enter at Series B or later, when things are heating up.
Holdback
Just like escrow, this is money kept on the sidelines after a merger to ensure all promises are kept before the final payout.
Hurdle Rate
The minimum return investors need before they’ll invest. It’s the bar you’ve got to clear to get their money.
Indemnification
This is your safety net in deals, promising to cover your back if something goes wrong. It's like having insurance against business mishaps.
Information Rights
These rights ensure investors get regular updates on how their money is doing in the business. It's like a report card for your investments.
Initial Coin Offering (ICO)
The crypto world’s version of a fundraising party. New projects sell their tokens for bitcoin or ether, hoping to raise enough to take off.
Initial Public Offering (IPO)
The big league! It’s when a company goes from private to public by selling its shares to the public for the first time. It’s like graduation day for startups- moving from the minor leagues of private funding to the major leagues of the stock market, where anyone can buy a piece of the action.
Initial Public Offering Shares Purchase
A golden ticket for preferred stockholders to buy into the company’s IPO. It’s a front-row seat to the stock market debut.
Interest-Only (I/O) Period
A chill phase in loan terms where you only pay the interest without touching the principal. It’s like minimum payments on your credit card.
Interest Rate
The cost of borrowing money. It’s what you pay on top of the original loan, the price tag for getting funds.
Investment Term
The lifespan of a venture capital fund, usually a decade-long journey with options to extend if the adventure’s still going.
IRS (Internal Revenue Service)
The tax collectors of the US. Keeping an eye on every penny you earn and spend.
JOBS Act
A game-changer in funding laws from 2012, making it easier for startups to raise money and for folks to invest in them.
Key Person Clause
A safety switch in VC funds that kicks in if the big players—the key partners—decide to bail.
Late Stage Funds
The cleanup hitters in investment, stepping in when a company is just about ready to go public or hit major growth spurts.
Lead Investor
This is the big fish in the funding round, leading the charge and rallying other investors to the cause. They’re often the linchpin in a successful funding round.
Lean Startup Methodology
A smarter, faster approach to business development popularized by Eric Ries. It’s all about iterating fast and learning from real customer feedback to build better products quickly.
Letter of Intent (LOI)
Essentially a pre-marriage agreement in business deals, outlining the terms and showing serious intent before the final contracts are signed.
Light Preferred
A stripped-down version of preferred stock with fewer bells and whistles. It’s preferred stock with a diet plan.
Limited Partners (LPs)
The financial backers in a VC fund. They’re the ones putting up the cash for the VCs to play with.
Limited Partnership (LP)
The legal structure most VC funds use to pool investment money from all those limited partners.
Limited Partnership Agreement (LPA)
The rulebook that governs the relationship between a VC fund and its investors. It lays out all the dos and don’ts, whens and hows of the investment terms.
Liquidation Event/Liquidity Event
The big payday when a company is sold or goes public. It’s when the investments potentially turn into real, spendable cash.
Liquidation Preference
A VIP pass for certain stockholders, typically preferred ones, to get their investment back before others in a sale or shutdown.
Liquidation Preference Overhang
The total dollar amount of liquidation preferences a company has racked up. It’s a tally of what’s owed to preferred shareholders before common ones see a dime.
Loan Fees
The extra charges you pay for the privilege of borrowing money. It’s like the service fee on a ticket purchase.
Major Investor
A shareholder who owns a hefty slice of the company, usually defined by the percentage of ownership or investment size.
Management Carve-Out
A sweet deal where a chunk of money is earmarked for the management team in a sale, ensuring they’re rewarded for their hard work.
Management Company
The operational hub for a VC firm, handling the day-to-day necessities and making sure the investments are well managed.
Management Fee
The cut a VC fund takes off the top for the trouble of managing all those investments. It’s their operating budget.
Managing Director (MD)
A senior leader in a VC firm, wielding considerable power and responsibility. They’re key players in driving the fund's strategy and investments.
Materiality Qualifiers
Legal speak that can make or break a deal based on the significance of certain facts or issues. Lawyers love to argue about what "material" really means.
Mentors
Experienced guides offering wisdom to startups, usually without direct compensation. They’re the seasoned pros who’ve been there, done that.
Micro VC Fund
A smaller-scale VC operation, often just one step up from being an angel investor. These funds are lean, mean, and agile.
Mid Stage Funds
Also known as growth investors, these funds jump into the game when startups are past the initial scramble and ready to scale up seriously.
Minimum Viable Product (MVP)
The bare-bones version of a new product that has just enough features to be functional and gather user feedback. It’s the starting point of the product evolution.
Most Favored Nation (MFN)
A clause ensuring an investor gets at least as good a deal as anyone else in the future. If someone else gets a better deal later, the MFN holder gets upgraded too.
Negative Covenants
Rules in a financing agreement that restrict certain actions by the company without the lender's okay. It’s about preventing moves that could endanger the investment.
Nondisclosure Agreement (NDA)
A pact that keeps secrets in the vault. If you’re privy to inside info, the NDA keeps it from turning into tomorrow’s hot gossip.
Nonparticipating Preferred
A type of preferred stock that doesn’t get to double-dip. It opts for either its fixed liquidation preference or converting to common stock, but not both.
No-Shop Agreement
A clause preventing a company from flirting with other investors after a term sheet is signed. It’s like going exclusive in the dating world.
Operating Partner
A VC firm role focused more on the nuts and bolts of portfolio companies rather than on scouting new deals. They’re deep in the trenches making things happen.
Options (AKA Stock Options)
These are the golden tickets for employees in the startup world. Options give you the right to buy shares of your company’s stock at a set price, usually a bargain compared to what you hope it’ll be worth later. They’re a bet on the company’s future success, which, if all goes well, means big bucks when it’s time to cash in.
Option Budget
The set number of stock options a company plans to offer employees over a certain period. It’s part of strategizing how to attract and retain talent.
Option Pool
The stash of shares set aside specifically for employee stock options. It’s a key piece of the compensation puzzle in startups.
Outside Director
A board member who doesn’t work inside the company or own a big chunk of it. They’re there to offer fresh perspectives without internal biases.
Pari Passu
A fancy Latin way of saying all preferred shares get treated equally in a liquidation scenario. Everyone in the same class lines up and gets their fair share in order.
Partners
These are the deal-makers and -shakers at a venture firm. They have the clout to scout deals and push them through, shaping the portfolio.
Party Round
A funding round with lots of investors chipping in small amounts. It’s like a crowdfunding approach but within the venture community.
Pay-to-Play
A rule that makes VCs keep investing to avoid dilution. It’s like having to keep buying in to stay in the game.
Perfected Lien
Legal jargon for having all the paperwork in order to claim assets if a borrower defaults. It’s getting all your ducks in a row for the worst-case scenario.
Performance Warrant
A sweetener for deals that lets investors buy shares at a bargain if the company hits certain targets. It’s a reward for betting on the company’s success.
Pitch Deck
The startup’s storybook. This is a sleek, concise presentation designed to hook investors during a pitch. It covers all the bases – what the problem is, how the company plans to solve it, who’s running the show, and the financials that make it all seem like a no-brainer. It’s the highlight reel of the business plan, crafted to get investors excited about the journey ahead.
Post-Money
The value of a company after all the latest investments have been added in. It’s the new score after the latest round of funding.
Preemptive Rights
Your golden ticket to join future funding rounds and keep your ownership percentage intact. It’s like a VIP pass to the next investment party.
Preferred Stock
The high-class stock with extra benefits like dividends, liquidation preferences, or voting rights. It’s the VIP section of equity.
Pre-Money
The valuation of a company before the new money comes pouring in. It’s what the business is worth on paper right before the latest funding round.
Prepayments
When you decide to pay back a loan early. It’s like settling a debt before it’s due, sometimes with a little extra cost for the early exit.
Pre-Seed Round
This is where it all begins, the very first bit of funding a company gets to turn their ideas into something tangible. It’s the startup’s first taste of investor confidence.
Price per Share
The dollar value assigned to each share of stock during a financing round. It’s how much you’ll pay for a slice of the company pie.
Prime Rate
This is the baseline interest rate that banks use as a reference point. Most loans hitch their rates to this, adding a bit on top depending on the risk.
Principal
A key player in a VC firm, not quite at the top, but with plenty of responsibility, especially in managing investments and guiding startups.
Private Placement Memorandum (PPM)
The formal paperwork that spells out all the details of an investment offering. It’s a deep dive into what you’re buying into, legally speaking.
Product Crowdfunding
A Kickstarter-style funding campaign where customers pre-order products as a way to bootstrap production. It’s like crowd-sourcing your initial sales to get off the ground.
Proprietary Information and Inventions Agreement (PIIA)
A contract ensuring that whatever employees create during their stint at a company stays with the company. It also protects against bringing in external IP that could lead to legal headaches.
Pro Rata Rights
These rights allow investors to maintain their percentage of ownership by buying shares in future funding rounds. It’s a way to avoid getting diluted.
Protective Provisions
Clauses that allow certain shareholders (usually preferred ones) to have a say on major company decisions. It’s a bit like having veto power on big moves.
Ratchet
A safeguard that keeps your ownership level steady, even if new shares are issued. It’s your defense against dilution.
Ratchet-Based Antidilution
A provision that adjusts the price of preferred shares if later shares are sold cheaper, ensuring early investors don’t get watered down too much.
Redemption Rights
The right for investors to sell their shares back to the company at agreed terms, typically after a set period. It’s a built-in exit strategy.
Registration Rights
These rights compel a company to register shares with the SEC, allowing investors to eventually sell their shares on the public market. It’s a pathway to liquidity.
Representations and Warranties
Promises made by a company during fundraising or acquisition deals, assuring the investor that what they see is what they get.
Reputation Constraints
The notion that one’s actions are influenced by how they’ll be perceived and the potential impact on their reputation.
Reserves
Funds set aside by a VC to support ongoing investments in a portfolio company. It’s like having a rainy-day fund for future needs.
Restricted Stock Units (RSUs)
A form of compensation using company stock that vests over time. It aligns employee rewards with the company’s performance.
Restrictions on Sales
Clauses that control how and when shares can be sold, often to prevent too much movement in ownership which could destabilize the company.
Reverse Dilution
When shares are returned to the company (usually unvested shares from departed employees), effectively increasing the ownership percentage of the remaining shareholders.
Right of First Refusal (ROFR)
A right that allows a company or certain shareholders the option to buy shares before they are sold to someone else. It’s like having first dibs on shares that come up for sale.
Right of Rescission
The right to undo a stock purchase under certain conditions, usually related to regulatory compliance issues.
Runway
The amount of time a startup can continue operating on its current capital before needing more money. It’s a measure of how long they can keep flying before landing for more fuel.
SAFE (Simple Agreement for Future Equity)
A popular alternative to convertible notes that simplifies investing in exchange for future equity without immediate valuation or interest concerns.
Safe Harbor
Legal provisions that protect actions under certain conditions, providing a way to manage risk without facing penalties.
Schedule of Exceptions
A document outlining the deviations or exceptions in representations and warranties in a deal, ensuring that specific risks are acknowledged and addressed.
Secondary Market
Where shares are traded between investors, not directly from the company. It’s like the stock market but for private company shares.
Secondary Sale
The sale of existing shares by one investor to another, typically without affecting the company directly. It’s a way for investors to cash out part of their holdings.
Security
A financial instrument representing an ownership stake or debt obligation of a company. It can be a stock, bond, or other financial asset.
Seed Preferred
A simpler form of preferred stock issued during seed rounds, offering fewer rights and protections than typical preferred shares to simplify early-stage investments.
Seed Rounds
The initial funding rounds to get startups off the ground, providing the capital needed to fuel their initial operations and development. It's the financial launch pad for new ventures.
Seed Stage
The early life phase of a startup when it’s just sprouting. This is when the foundational elements of the business are put to the test, from product concepts to market feasibility.
Seed Stage Funds
Investment funds that specialize in jumping in early, often providing the first rounds of external capital to startups that show great promise.
Series A Financing
Often the first significant round of venture funding a startup receives. It's where the rubber meets the road, with more substantial investments coming in to scale operations based on proven potential.
Series B Financing
The follow-up round to Series A, where more significant cash flows in to help the company scale up. It’s for when the startup is ready to step on the gas.
Series Seed Financing
A specific funding round that serves as a bridge between initial seed funding and a full-blown Series A round. It's typically smaller and more focused on refining product-market fit and building out core features.
Simple Preferred
A streamlined version of preferred stock with minimal rights and preferences, designed to simplify early-stage investments.
Single-Play Game
A scenario in game theory where interactions are one-off events, with no future rounds or repercussions to consider. Each decision is isolated in its impact.
Single-Trigger Acceleration
A clause in employment agreements where stock or options vest immediately upon a single event, usually the sale of the company, simplifying the transition for employees.
Stacked Preference
A hierarchy in liquidation preferences where some classes of preferred stock have priority over others, determining the order in which investors get paid out in a liquidation scenario.
Stock Option
A financial incentive that gives employees the right to purchase shares at a predetermined price, often used to align the interests of employees with the growth of the company.
Straight Line Amortization
A method of paying off debt in equal installments over time, where each payment covers both interest and principal.
Strike Price
The set price at which a stock option can be purchased by the option holder. It's the target price for employees to buy into the company.
Structure
The specific arrangement of terms and preferences in a deal, especially in terms of liquidation preferences and participation rights.
Super Angel
An individual investor who acts like a venture capitalist, often investing their own money in multiple startups, with a significant impact despite not running a large fund.
Super Pro Rata Rights
The rights of some investors to invest in subsequent funding rounds at a level that exceeds their current ownership percentage, often securing a larger portion of the company.
Syndicate
A group of investors who band together to invest in a company, spreading the risk and pooling their resources.
Term Loan
A set amount borrowed from a bank with a repayment schedule and fixed or variable interest. It’s a predictable way to get funds.
Term Sheet
The document that outlines the key terms and conditions of an investment. It’s the blueprint for the funding deal, serving as the basis for more detailed legal agreements.
Transactions Costs
The expenses associated with completing a business deal, including legal fees, administrative costs, and other due diligence expenses.
Unicorn
In startup lingo, a private company valued at over $1 billion. It’s a rare and coveted status that signifies substantial growth and market impact.
Valuation
The estimated value of a company, often determined during funding rounds. It reflects the company’s potential worth in the eyes of investors.
Valuation Cap
A term in convertible note agreements that sets an upper limit on the conversion price of the debt into equity, protecting investors from excessive dilution.
Valuation Cap
The ceiling on how high the conversion price can go in a convertible note. It makes sure early investors get a fair shake when notes turn into equity.
Venture Capital Fund (VC Fund)
A pooled investment vehicle that primarily invests in high-growth startups, managed by professional venture capitalists.
Venture Capitalist (VC)
An investor who provides capital to startups with high growth potential in exchange for equity, often bringing expertise and networking opportunities along with their investment.
Venture Debt
A type of debt financing provided to venture-backed companies that may not yet be profitable but have strong growth potential.
Venture Debt Fund
An investment fund that specializes in providing venture debt to startups, complementing traditional equity investments.
Venture Partner
A role within a venture capital firm that often involves sourcing deals and providing expertise but does not include fund management responsibilities.
Venture Round
Another term for a financing event where VCs pour money into a startup. It’s the lifeline that keeps startups growing.
Vesting
The process by which an employee earns their stock or options over time. It’s designed to incentivize longevity and commitment to the company.
Vesting Cliff
A period during which an employee must remain employed before any stock options vest. It’s typically set at one year to ensure commitment.
Voting Rights
The rights attached to various types of shares, determining how much say a shareholder has in corporate decisions.
Warrant
Similar to an option, it gives the holder the right to buy shares at a predetermined price, often used in investment deals to sweeten the pot.
Waterfall
The payout order in a liquidation event. It’s the list showing who gets their share first, second, and so on when the company cashes out.
Weighted Average Antidilution
A protective mechanism for existing shareholders that adjusts the price per share if new shares are issued at a lower price than previously sold.
Zone of Insolvency
A financial state where a company is close to not being able to meet its obligations as they come due, often leading to restructuring or seeking additional funding.

Welcome to Thunder Funder Portal LLC (the “Company”), a funding portal registered with the Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority (FINRA). We facilitate securities offerings under Regulation Crowdfunding (“Reg CF”) of the Securities Act of 1933.

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