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The archive · Money & Fintech · Financial decision · 2012

FundersClub's 2012 bet: online $1,000 startup investing for accredited investors

YC S12 startup FundersClub launched July 2012 to let accredited investors put as little as $1,000 into startups online — bypassing 2-20 VC funds.

FundersClub

The betThat online distribution can beat closed VC funds: accredited investors put $1,000 into startups, paid for by liquidity fees rather than 2-20 management fees.Live

What the business is

FundersClub ran an online marketplace where accredited investors browsed startup fundraises, invested as little as $1,000, and signed payment and legal documents electronically in exchange for real equity.

How it started

FundersClub, a Y Combinator Summer 2012 startup backed by Y Combinator, First Round Capital and Start Fund, launched in July 2012 with an exclusive TechCrunch walkthrough. The pitch: an investor with at least $1,000 — accredited, meaning over $1 million net worth or $200,000+ yearly income — could browse startups raising on the platform, invest online, and receive equity that paid out like an angel's at exit.

What happened

TechCrunch detailed the roadmap: charge investors only the accounting and filing fees FundersClub had to pay, then monetize liquidity when an early stake changed hands, and run employee-liquidity programs for large private companies — buying stock from staff so outside investors could buy the rights, letting firms stay under the 500-shareholder limit and delay their IPO. The risks were regulatory: incumbents could lobby to keep the general-solicitation ban when the SEC examined it on 2012-08-22, or load the JOBS Act with rules, and if the JOBS Act never opened the market FundersClub might have to register as a mutual fund to serve everyone. On 2012-07-26 the story drew 136 points and 37 comments on Hacker News: commenters quoted Paul Graham's argument that a very large number of inexperienced investors is the worst scenario for a startup, others noted the platform was accredited-only for now, and one commenter described the structure as FundersClub acting as the sole investor on the cap table so startups never face a thousand shareholders.

No ending yet — it is still running.

Background

FundersClub, a Y Combinator Summer 2012 startup backed by Y Combinator, First Round Capital and Start Fund, launched in July 2012 as an online marketplace for equity in private startups. TechCrunch's July 25 launch story described investors browsing a gallery of startups, each listing business data and the amount it was trying to raise, with payments and legal documents executed online; once the funding goal was met, funds were transferred, and if the startup was bought or went public, investors got paid like angels.

The pitch was that venture capital's economics were ripe for disruption: a 2% yearly management fee plus 20% of profits means a ten-year $1B fund charges investors $200M even at break-even while most VC firms underperform the S&P 500. FundersClub charged investors only the accounting and filing fees it had to pay, and planned to make money on liquidity — charging when an early stake transferred, and running programs where large private companies bought out employees' stock so outside investors could hold the rights, helping firms stay under the 500-shareholder limit and delay IPO.

Selling real equity, not rewards, separated it from Kickstarter and donation-based crowdfunding — and made regulation the whole game. For launch it accepted only accredited investors (over $1 million net worth or $200,000+ yearly income); the JOBS Act, passed but not yet in effect, was the path to letting anyone with $1,000 participate, either through its rulemaking or by FundersClub registering as a mutual fund. The article also flagged the counter-move: incumbents could lobby to keep the general-solicitation ban at the SEC's August 22 review, or load the JOBS Act with rules.

On 2012-07-26 the story drew 136 points and 37 comments on Hacker News, item 4294411. Commenters quoted Paul Graham's earlier line that a very large number of inexperienced investors is the worst scenario possible for a startup and that the right way to get money from crowds is to sell product; others answered that FundersClub was accredited-only, debated whether such investors need a middleman at all, and one commenter described the design as making FundersClub the single investor on the cap table, sparing startups a thousand shareholders.

What has to be true

  • VC's 2-20 economics were the wedge: a ten-year $1B fund costs investors $200M even at break-even while most funds underperform the S&P 500, giving online distribution a cost argument.
  • It sold equity, not rewards: unlike Kickstarter or donation sites, an exit paid investors like angels, which is why the accredited-investor gate was the launch condition rather than an obstacle.
  • The revenue plan monetized liquidity instead of assets under management, so FundersClub's incentives pointed at matching buyers and sellers rather than growing a fee base.
  • The unproven bet was that regulation would widen: JOBS Act implementation and the August 22 general-solicitation review would decide whether the market ever reached non-accredited investors.

What can be applied

Launch inside the regulatory line you can already serve: FundersClub started with accredited investors under existing SEC rules and treated the JOBS Act as the future widening, not the prerequisite.

Aftermath

As of 2012-07-26 FundersClub was live: an accredited-investor marketplace backed by Y Combinator, First Round Capital and Start Fund, with a TechCrunch launch story and a 136-point Hacker News thread behind it. The open questions were all regulatory — whether JOBS Act rulemaking would open the platform beyond accredited investors, whether the SEC would lift the general-solicitation ban at its August 22 review, and whether VC incumbents would lobby to keep both closed. What happened to those questions, and to the company afterward, is beyond this batch's sources.

Sources

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