Crack the Crowd, Title 3 Crowdfunding & JOBS Act Overview
Title 3 Overview
Crack the Crowd
1387 E. 3010 S.
Salt Lake City, UT
“Never doubt that a small group of thoughtful,
committed citizens can change the world; indeed, it's
the only thing that ever has.”
- Margaret Mead
Crack the Crowd was founded to address an all-too-common problem: business
owners found themselves spending thousands of dollars hiring consultants or
managers without crowdfunding experience, who despite good eﬀorts, made
avoidable mistakes. For that reason, I created an agency speciﬁcally tailored to
With our services, tools, and practical execution plans, we can maximize your
team’s productivity without losing your authenticity. We’re here to highlight your
expertise, streamline your operation, and impart the insights on crowdfunding and
launching new ventures.
We’re excited to be a part of your success.
- Dan Baird, CEO
Get access to experts in strategic innovation, branding, human-oriented
design, and of course, crowd-engagement. Our team has collaborated on
dozens of white-label equity, real estate, and reward platforms; we can
help you launch your platform, put it in the spotlight, and ensure you will
be able to scale, grow, and succeed.
• Quick launch Guides
• White Label Materials
• UX Testing
• Marketing Automation
• Social Media
• SEO & PPC
• Email Marketing
Ads & Promotion
• Launch Coordination
• Marketing Automation
• CRM Management
• Sales Consulting
“Crowdfunding is a method of financial
intermediation, enabling efficiency in the
identification, participation and funding of
“The use of small amounts of capital from
a large number of individuals to finance a
new business venture.”
Crowdfunding has the potential to
increase entrepreneurship by expanding
the pool of investors from whom funds
can be raised beyond the traditional circle
of owners, relatives and venture
Kickstarter / Indiegogo
Rewards & Product Validation
Social capital > Marketing
Word of Mouth Marketing
Prosper, Lending Club
Realty Mogul, Patch of Land,
Equity / Debt
Regional Share 2014 6
LendInvest, UK RE in
The Global Aggregate-
World Bank 2013
$6.1 - $16 - $34.4
North America retains first place
Source economist / Massolution
Title 4 / Reg A+
Bankroll & Many Others ()
The Regulatory Rollout(
Revenue equivalent crowdfunding
Seed (vs Angel) Round
Investor Limits No Funds
Test the Waters
(Then only go Tier II)
Psychological Friction to Invest
General Solicitation & Advertising
Rules in Rule 506 & 144A
SPV’s for CF on Cap Table
Investor Limits 100K
Test the Waters
Angel List, Gust, Patch of Land
Perks / Donations / Pre Sales
Kickstarter, Indiegogo, gofundme
Better deal economics
Solicitation + Marketing & PR
Transparent = Higher Returns
The Psychological Friction to invest
Proposed Rules revise Accredited
investor to $500K and $2.5MM
shrinks population 75%+
Title II Of the Jobs Act2
-No limits on Raises
-No Per Investor Limits
-Exempt State Registration
-Up to 2000 Accredited Investors
-No Audited Financial Status
-Requires Bad Actor Check
-No Ongoing Reporting
-No PreSale Approval
-General Solicitation & Advertising
Rules in Rule 506 & 144A
-SPV’s for CF on Cap Table
-Available to Foreign Issuers
majority exclude and may include RE
Holding / Development Companies
“Investment Company” Exclusion
Varies, but most are $1MM and
$2MM with audited Financials.
Caps & Financial Audits
Geographical and income-based
Ensure Business Portal, escrow
provider are also intrastate
Authorized or Chartered Vendors
As of August of 2015, twenty-nine (29) states have either enacted separate
intrastate crowdfunding exemptions, or have enacted amendments to their existing
blue sky laws to permit some type of intrastate crowdfunding.
Source: CrowdfundingLegalHub.com / crowdfundinsider.com
Reg A+ The Mini IPO(
-Any Investor @ 10% of Income
-Blue Sky Applies
-No State Override
“If you need non-accredited
investors and live in a
state with intrastate
Crowdfunding, think about
that.” -Mark Roderick
-Any Investor @ 10% of Income
-2 Years Audited Financials
-$75k+ $20k Ongoing
-6+ Months to File
-Pre-Empt State Oversight
-Different Investors P/Asset
-Investors on Cap Table
(No SPV intermediaries)
Title 3…What Matters?(
• Attention to Business Model Viability
• Max of $1 MM p/year > $5MM
• Investor max (per issuer) $100,000
• Issuers aren't required to file tax returns, but must disclose specific info from their returns
• Provide optional Q&A format that issuers could use in disclosures
• Audited financial statements + review by an independent accountant auditor > First time would be
permitted to provide review rather than audited financial statements
• Information about officers and directors as well as 20%+ owners
• Required to file an annual report with the commission and provide it to investors
Title 3 - Company(
•No disqualiﬁcaoon under Regulaoon Crowdfunding
•No companies that failed to comply with the annual reporong requirements during two years preceding
•Speciﬁc business plan, or must have indicated that the business plan is to engage in a merger or acquisioon with an unidenoﬁed
company or companies (no blank check companies)
•A company can conduct its oﬀering exclusively through one intermediary plaqorm at a ome
•Max of $1 MM p/year > $5MM
•Investor max (per issuer) $100,000
•A descripoon of the business and the use of proceeds from the oﬀering
•Price and pricing method of the securioes and the targeted oﬀering price
•Audited ﬁnancial statements + review by an independent accountant auditor
•A company oﬀering more than $500,000 - $1 million for the ﬁrst ome would be permired to provide reviewed rather than audited
•Informaoon about oﬃcers and directors as well as 20%+ owners
•Required to ﬁle an annual report with the commission and provide it to investors
Title 3 - Investor(
Individual investors may, over a 12-month period, can invest in the aggregate across all crowdfunding oﬀerings up to:
•If income / NW is less than $100,000, than the greater of: $2,000 or 5 percent of the lesser of their annual income or net worth.
•If both annual income and net worth are equal to or more than $100K, 10 percent of the lesser.
•Securioes may not be resold for one year.
•Holders of these securioes would not count toward the threshold that requires a company to register its securioes under Exchange Act
Secoon 12(g) if the company is current in its annual reporong obligaoons, retains the services of a registered transfer agent, and has
less than $25 million in total assets as of the end of its most recently completed ﬁscal year.
•All transacoons relying on the new rules would be required to take place through an SEC-registered intermediary, either a broker-dealer
or a funding plaqorm.
• Take measures to reduce the risk of fraud, including having a reasonable basis for believing that a company complies with Regulaoon
Crowdfunding and that the company has established means to keep accurate records of securioes holders.
•Investor max per issuer $100,000.
Title 3 - Platforms(
•Must register with the commission & become a member of a naoonal securioes associaoon (currently, FINRA).
•One intermediary plaqorm at a ome.
•Provide investors with educaoonal materials for the process for invesong on the plaqorm, and the types of securioes being oﬀered and
informaoon a company must provide to investors, resale restricoons, and investment limits.
•Take certain measures to reduce the risk of fraud, including having a reasonable basis for believing that a company complies with
Regulaoon Crowdfunding and that the company has established means to keep accurate records of securioes holders.
•Oﬀer company disclosures to the public 21 days prior to the raise and throughout the oﬀering period.
•Provide communicaoon channels to permit discussions about oﬀerings on the plaqorm.
•Provide disclosure to investors about the compensaoon the intermediary receives.
•Accept an investment commitment from an investor only ater that investor has opened an account.
•Have a reasonable basis for believing an investor complies with the investment limitaoons.
•Provide investors nooces once they have made investment commitments and conﬁrmaoons at or before compleoon of a transacoon.
•Comply with maintenance and transmission of funds requirements.
The rules also would prohibit intermediaries from engaging in certain acCviCes, such as:
•Providing access to companies that have a reasonable basis for believing there is potenoal for fraud or other investor protecoon
•Having a ﬁnancial interest in a company that is oﬀering or selling securioes on its plaqorm unless the ﬁnancial interest is compensaoon
for the services.
•Compensaong any person for providing the intermediary with personally idenoﬁable informaoon of any investor or potenoal investor.
•Funding plaqorms would also be prohibited from providing investment advice or making recommendaoons.
Example Campaign Rollout2
/0 1 1 7 8
Hire an accounong ﬁrm and
securioes lawyer to prepare
ﬁnancial statements /
oﬀering docs. Review & prep
Get a team with verified industry
connections to offering. Create
draft media, video, & promotion
Hire Industry + Financial PR Firm
Update Site, Social, Landing
Pages, Prep PPC + Paid
Prep Digital Presence
Draft the script and campaign
digital assets, video, & two
rounds of feedback from
target investor audience.
Build Assets & Get Feedback
Choose a partner with existing
accredited investor base, verify bad
actor checks, upload tools & verify
Secure pre-launch investor
commitments and ongoing
campaign press opportunities.
Crack the Crowd does not engage in the offer, sale or transfer of securities and securities may not be offered, sold or transferred via our team or afﬁliated business contractors. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as
amended (the Securities Act) or (ii) an available exemption from registration under the Securities Act. Please consult legal counsel in the appropriate jurisdiction before offering, selling or buying securities as registration under the Securities Act or similar state legislation. Crack the Crowd is not
guaranteeing any information as reliable or accurate, and that it's subject to change at anytime. Please consult with your own attorney before engaging in any equity crowdfunding activity.
: ; < =
Real estate crowdfunding expands
to over $2.5B, a 250% increase over
2014 and 2013’s 156% growth.
Mortgage players e.g., SOFI
($1T market) enter the space and
disrupt beyond a $2.5B estimate.
Title III makes new “equity”
Title III arrives, estimates are
revised further upward. Reg A+
lies largely untouched.
Jeb, Hillary, adopt Title III fixes
as a part of their platform.
Dozens of CFPs launch. Dozens, that
never had a chance, fail. Single issuer
platforms fragment the market
further. Strategic players invest.
Multi-family and rehab offerings,
again largely in the US, will see
moderate growth of up to 150% for
the coming year, with most projects
amounting to less than $500,000.
Cum sociis natoque penatibus et magnis dis
parturient montes, nascetur ridiculus mus.
Commercial remains the darling
of institutional investments;
greater adoption & viable
investors drive real estate.
Paths to Market
Single Issuer ButtonBuild White Label
What They’re Saying(
“Crack the Crowd has produced some of the best crowdfunding strategy I’ve seen.”
— Richard Swart, PHD, Scholar-in-Residence at UC Berkeley, Author, Crowdfunding Thought-
“I can’t tell you how much time this has saved me in research...Thanks for some very
concrete content in this space!”
— Shad Vick - Chief Software Architect, Lunasoft
“Their ability to create and identify a solid business strategy, regardless of the industry, is second to
none. Whether in need of pitch coaching, business strategy, crowdfunding campaigns, or all of the
above; Crack the Crowd is essential to your brand’s success.”
— Frank Day - Founder, Krma Golf
"Crack The Crowd solves the biggest problem crowd ﬁnance platforms face today: how to
become relevant. Through applied analytics and a network of marketing professionals,
CTC helps to let your platform stand tall among your peers.
— Colton Riley - Executive Vice President, Tieback Realty Finance
Our Partners In Crowdfunding4
Our network has unrivaled access to crowdfunding’s best, which enables us to pair you with a dedicated portfolio of companies that match
your needs, and enables you to take advantage of opportunities: technology, operations, media, and legal support.
Proven experts meet high-growth teams
Our Guiding Process: Lean &Strategic(
We’ll take full inventory of your existing tools to
avoid overlap. We’ll conduct a discovery, audience
segmentation, and review existing assets for your
Project Exploration & Discovery
We’ll ideate & rapidly prototype several concepts
within our team and gather feedback on several
possible strategies to create a plan that
incorporates the best elements of several
Idea Generation & Strategic Plan
We’ll launch a controlled experiment to your
target audience, build statistically reliable
feedback (and refine), while selectively
seeding launch partner commitments.
Beta / Validation
We’ll help you launch using
proprietary crowdfunding and
traditional media methods with a
focus on key performance indicators
that scale & refine your operations.
Hard Launch / Scale
Tactics & Qualitative Validation
Working with your target audience, we’ll capture
qualitative data and compare several strategies
side by side to create a beta product and rollout
plan that incorporates the best of each concept,
and maximizes viability.
Review & refine Process
Integrated Marketing & CRM Configuration(
4 Conversion is critical, so our practical execution and data driven
approach minimizes waste and maximizes impact.
Our creatives will create
targeted ads and closely
monitor your campaigns and
content in a practical six-
month package that includes
monthly course-corrections to
ensure efforts aren't wasted.
Creative and Campaign launch
We’ll fix data leaks and existing
flaws to mitigate any gaps in our
plan, and configure recurring
Configure & Align
After we establish
benchmarks, we’ll optimize
channels to lower your cost
per lead / customer, and scale
Optimize and Scale
Review goals, existing
resources, and engagement to
customize strategy and tactics.
One size does not fit all.
White-Label & BRANDED Content+
There is no berer R.O.I. for a plaqorm than kickstarong a high-
quality campaign. We can build custom, beauoful, instrucoonal
materials to help your campaigns raise more, close more quickly,
and reduce customer support needs.
Quick-Start Guides, Campaign Best Practices, White Papers, and more…
During the brieﬁng phase it was apparent that this was a
special project that would need a high-level of customizaoon.
CrowdEngine was already growing fast, and we were able to
accelerate growth and turn their vision into reality, on ome
and on budget. We built the brand, markeong plan, site copy
and design revisions that elevated their percepoon from one
of many, to the premier provider of white label sotware
soluoons in the space.
White Label Crowdfunding Software
Campaign A La Carte Services 27
Our team has launched millions of dollars worth of
innovation. We know the techniques to capture and
Product Generation & Refinement
There is no need for guesswork when it comes to
setting a target raise or rewards price. Our strategy
will get you realistic targets and often higher margins.
Pricing and Raise Target Analysis Services
We work bootcamp-style to get as much work done
in a single session as possible. You’ll learn what
matters and how to execute as quickly as possible.
1-on-1 Campaign Consulting and Advisory Services
Save hundreds of hours. We’ll help you through the
first 80% of your work so you can launch faster
without compromising quality.
Outreach, Tools, and Templates
With teams and partners that can cover everything
from research, prototyping, to email marketing, we
can simplify the campaign dramatically.
Implementation: Fulfillment & Support
Ask any crowdfunder, it’s no where near as easy as it
looks. If your campaign has already launched and
needs a boost, we can help to get it back on track.
Marketing Strategies & Plans(
Partner / Re-up
Different channels will outperform others in
different stages of your conversion funnel. By
mapping each through our integrated
marketing system, we’ll optimize and scale
your marketing mechanisms to get you the
best bang for your buck.
Content and social media
planning over 5 sessions
Six Month Strategy
Unknown to Influencer
Six Month Content and Social Strategy
Works with you one-on-one
to customize your plan
A dedicated content expert
Engage with strategically
Periodic check-ins ensure you
focus on what works
Monitoring & Alerts
Execute yourself or have
our team manage for you
D.I.Y. & Pro Options
Content blueprints simplify
the creative process
Templates & Packages
What could you do with a thousand more brains working for you? With Unknown to Influencer, you’ll get
the roadmap that makes sense of social marketing so you can focus your time on what matters. Learn: how,
who, and what matters, build clout, and engage your audience.
1387 E 3010 S Salt Lake City, UT
+1 (801) 316 - 3564
! '# E info@CrackTheCrowd.com/CracktheCrowd@crackthecrowd/CracktheCrowd
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