For Investors

Why invest in startups?

On Break the Wheel, you support startups and early-growth companies that you are passionate about. This is different from helping a company raise money on Kickstarter. You aren’t buying products or merch. You are buying a piece of a company and helping it grow. In time, you may make a profit on your investment if the company grows and becomes more successful, and your investment holdings become worth more.

What types of securities can I buy on Break the Wheel?

The majority of offerings on Break the Wheel are common stock, but some companies raise capital through convertible note, debt, and revenue share. You can invest in companies from all kinds of industries, from green tech to professional ultimate frisbee leagues.

How much can I invest?

With Regulation A+, a non-accredited investor can only invest a maximum of 10% of their annual income or 10% of their net worth per year, whichever is greater. There are no restrictions for accredited investors. With Regulation Crowdfunding, non-accredited investors with an annual income or net worth less than $107,000, are limited to invest a maximum of 5%. For those with an annual income or net worth greater than $107,000, he/she is limited to investing 10% of the lesser of the two amounts.

How do I know if I am an accredited or non-accredited investor?

An accredited investor is a person who has a networth 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!

How do I calculate my net worth?

Calculating net worth involves adding up all your assets and subtracting all your liabilities. The resulting sum is your net worth. For examples, and more information about how to calculate your net worth, feel free to reference this SEC investor bulletin.

Who can invest on Break the Wheel?

Anyone over 18 years of age can invest on Break the Wheel. However, if you are younger, a parent could invest in your name by setting up a UTMA or trust. To learn more about how much you can invest, please review the SEC Investor Bulletin.

What will the return on my investment be?

Break the Wheel assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market, or what occurs thereafter. Therefore, Break the Wheel has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.

Can I sell my shares?

Once the live offering has closed, you may choose how to handle your shares. You will be introduced to the company’s selected transfer agent, which is the cap table management service, who will be responsible for the transfer of your shares after the close of the offering. Important note: there is not currently an established secondary market for shares sold on Break the Wheel, though we are building a trading platform where investors can buy and sell securities that will launch, pending our registration as a broker-dealer and ATS (Alternative Trading System) with the SEC and FINRA. The shares sold via Regulation A+ offerings are unrestricted and can be sold freely immediately after purchase. However, the shares sold via Regulation Crowdfunding offerings have a one-year lock up period before those shares become unrestricted and can be sold freely. Investors are generally restricted from reselling shares for a one-year period after they were issued, unless the shares are transferred:

  • to the company that issued the securities
  • to an accredited investor
  • to a family member (defined as 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, including adoptive relationships.)
  • in connection with your death or divorce or other similar circumstance
  • to a trust controlled by you or a trust created for the benefit of a family member; as part of an offering registered with the SEC

What is the difference between Regulation Crowdfunding and Regulation A+?

Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from non-accredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements.

Where can I find more financial information about a company?

All available financial information can be found on the campaign pages for both Regulation Crowdfunding and Regulation A+ offerings. For companies raising capital with Regulation Crowdfunding, you can find that information under the “The Investment” tab on their campaign page. For Reg A+ offerings, their financial information can be found under the “The Investment” tab on their campaign page. Campaigns that are currently Testing the Waters are not required to display their finances until they go into live offering mode. If you have questions for a company, feel free to submit a comment in the “Comment” tab of their campaign page, and they will respond to you directly.

Is there any cost to investing?

The vast majority of our offerings are completely free for investors, as Break the Wheel makes its money by charging fees to the company raising money. That being said, companies can opt to offset those costs by having investors pay a percentage in the form of a processing fee. This fee will be charged to investors on top of the price of shares. Your total amount charged and shares will be stated clearly on the investment form as a 3.5% processing fee. If you are paying via ACH transfer, there are no additional fees to investing. If you are paying via a wire transfer, there may be additional fees charged by your bank related to the transfer of funds. In the event that you make a wire transfer, please be sure to talk to your banking institution about the fees involved, so that you can pay any additional transfer fees needed.

Why do you require my social security number for some investments?

For investments over $2,000, we ask for your Social Security Number. We require SSN due to anti-money laundering (AML) regulations and background checks. We understand your concern regarding the security of your SSN. You can see our SSL certification by clicking here.

What happens if a company does not reach their funding goal?

If a company does not reach their minimum funding goal, all funds will be returned to the investors within 10 business days after the closing of their offering.

If a company has reached their maximum funding goal, can I still invest?

If a company has reached their maximum funding goal, you can follow the company for future funding rounds. If the company creates a campaign to reserve a spot in a future round you can reserve a spot in that round. Reserving a spot in the next funding round is a non-binding commitment that allows you to be placed on a waitlist for any new offerings or offerings that are oversubscribed, meaning they have raised more than their maximum funding goal. This is not an investment and does not guarantee a place in the offering. If a new opportunity to invest in a company that you have followed or reserved interest in you will be notified to sign your binding agreement. You will have 24 hours to execute the binding agreement. If you do not sign the agreement within 24 hours of being notified, you will be bumped to the bottom of the waitlist.

How can I pay for my investment?

On Break the Wheel, you can invest in four ways: Individually; as a self-directed IRA; as a Trust, or as an entity like a corporation or Limited Liability Company. If you are interested in learning more about what a self -directed IRA is, or how to convert your IRA to a self -directed IRA, click here. We currently accept two forms of payment: Automated Clearing House (ACH) and Debit or Credit Cards. As is true with all payment methods, investments made by credit card are only charged if a company reaches its minimum funding goal. ACH is an electronic network for financial transactions in the United States. An ACH transfer may be completed on the Break the Wheel website. In order to complete a wire, you need to bring the given wire instructions to your bank. Bitcoin is payment through cryptocurrency and is only available for Regulation Crowdfunding campaigns. Please note: international investors can only pay through Credit Cards or Wire Transfer. Credit Cards. Credit card investments are captured immediately after submission of the investment. Your credit card investment will be marked as “received” once the funds have been successfully received and credited to your investment (usually a few days after capture). ACH (E-check) investments. Funds are only withdrawn from an investor’s account once a company has exceeded their minimum funding goal and escrow has been opened. Therefore, until this happens, the status of the investment will remain “not received.” Once the escrow account has been opened, the funds committed via ACH investments can take up to 3-4 business days for them to reach a company’s escrow account, and 10 days to clear once received. If an ACH investment fails, you will be notified immediately with a link to update your payment information with a follow up email a few days later to confirm your payment information.

How do I pay with a credit card?

It’s at the discretion of each company as to whether or not it accepts credit cards. You can always find out if a company accepts credit card payments by simply clicking “Invest Now” on a campaign and then clicking “Payment Method” to see if “Credit Card” is available. Here are some important things to know about investing with a credit or debit card on Break the Wheel: Your card will be charged immediately following the submission of your investment. Companies can disburse funds during their campaigns, as well as at the end. Therefore, your card might be charged immediately, but the company may not “disburse” (close on your funds), until a few days after, or perhaps months after you invest. It all depends on when the company chooses to withdraw funds. The name that will appear on your billing statement will read “STE*” followed by the first 15 characters of the Company’s name, for example: “STE*COMPANYNAMEINC” There are no additional transaction fees on investments. The amount that you invest will be the amount that appears on your credit or debit card. You have up until 48 hours prior to a company’s disbursement of funds to cancel your investment. The company will notify you of that disbursement (or of the close of its campaign) beforehand, and you have 48 hours from the time of that notification to cancel your investment. Once funds have been withdrawn and your card has been charged, you cannot cancel your investment. You can invest up to $10,000 per investment on a credit card. If you would like to invest more than $10,000 in one transaction, select “ACH Transfer”.

I submitted an investment, but how come no funds have been taken from my account?

If you have submitted an investment and funds have not yet been pulled from your account, there are a couple reasons that this might be the case: The company has exceeded their maximum funding goal and is oversubscribed. Investments are accepted on a first come, first serve basis, and can take some time to resolve. Break the Wheel will contact you directly with an update on your investment. The company has not yet reached its minimum funding goal, or their escrow account is not open. Break the Wheel only pulls funds from an investor’s account once the company has exceeded their minimum funding goal, and the escrow account has been opened. It normally takes less than 48 hours from when they reach their minimum funding goal.

How do I view my subscription agreement?

You can view your signed subscription agreement by logging into your Break the Wheel account. Click your name in the top right hand corner, and select “View Investments”. You should see a list of all of your investments that have the option to view your signed Subscription Agreement.

When and how will I get confirmation on my investment?

Once the company closes on your funds, you will receive a confirmation email from the company with details about your investment, along with a copy of your subscription agreement with a record of your shares. Depending on when the company requests a disbursement (close on funds), this could be a few weeks, or months, after the original investment was submitted. Your shares are owned as “book-entry,” which is how most stocks are issued today. It means that you do not get a physical stock certificate, and instead, shares are held via electronic record by the issuing company’s transfer agent. The benefit of electronic book-entry shares is that it minimizes the costs and problems of lost or missing certificates, which can be overwhelming for companies to manage.

How do I cancel my investment?

For Regulation Crowdfunding, investors are able to cancel their investment at any point throughout the campaign up until 48 hours before the closing of the offering. Note: If the company does a rolling close, they will post an update to their current investors, giving them the opportunity to cancel during this timeframe. If you do not cancel within this 5-day timeframe, your funds will be invested in the company, and you will no longer be able to cancel the investment. If your funds show as ‘Invested’ on your account dashboard, your investment can no longer be cancelled. For Regulation A+, Break the Wheel allows for a four-hour cancellation period. Once the four-hour window has passed, it is up to each company to set their own cancellation policy. You may find the company’s cancellation policy in the company’s offering circular. Once your investment is canceled, there is a 10-day clearing period (from the date your investment was submitted). After your funds have cleared the bank, you will receive your refund within 10 business days. Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible. However, every investment needs to go through the clearing process in order to get sent back to the account associated with the investment.

When will I get my shares?

At the close of an offering, all investors whose funds have “cleared” by this time will be included in the disbursement. At this time, each investor will receive an email from Break the Wheel with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward. Please keep in mind that a company 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.

How do I contact the company (Regulation CF)?

To contact the company directly, please leave a comment for them on their campaign via the comments section and a member of their team will respond to you shortly. Please note that you cannot use or leave your personal email address as the company can only communicate with investors through the Break the Wheel platform.

How do my investments affect my Taxes?

Break the Wheel cannot give you any tax or investment advice. You may want to consult a tax advisor regarding your investment and any questions regarding your taxes as an investor. However, we can provide you with some useful information on how it may affect you for the upcoming tax year.

I forgot my password. What do I do?

You can reset your password by clicking “Forgot Password”, which is located on the Login page below “Password.” Once you click “Forgot Password,” you will be asked to enter your email. After you enter your email and click “Submit,” we will send you further instructions. Once the email arrives, please open it and click on the “Reset your password” link provided. You will then be prompted to enter a new password and confirm that password. After you do so, you will be logged in and redirected to the main Break the Wheel page. Once logged in, you will be able to reserve shares, follow companies, and/or invest.

How do I contact someone at Break the Wheel?

If you have questions that have not been answered in the FAQ, feel free to email us at contact@breakthewheel.com or use our green chat icon found in the lower right hand corner of all of our Break the Wheel pages. We will do our best to answer your questions within 24 hours.