The Wefunder Private Round "Closing" Guide

This guide covers everything you need to know about accessing your funds and finalizing your private round on Wefunder — from your first withdrawal and signatory setup, to closing your round and keeping your investors in the loop. ## 1. So What Does "Closing" Mean? In a private round, you control the close date — there's no Form C and no SEC-imposed deadline. Your round closes when you say it does. **Where do I find my round close date? Can I change it?** You set the close date yourself, and you can change it whenever you want. One heads-up: if you extend your close date last minute, we'll send reminder emails to your followers, so give us a heads-up so we can time those right. **How does closing work?** When your close date arrives (or you decide to close early), we'll begin disbursing the remaining funds on our normal weekly schedule. **After the last wire goes out, any investors who still haven't funded get cancelled immediately. There's no post-close grace period like in community rounds.** We don't send a "last chance to opt out" notice. Instead, each investor gets a confirmation email once their investment is processed. ## 2. Getting Your Funds **Your first "rolling" withdrawal** You need at least $50k in escrow marked "ready." That's the only minimum for your first rolling payout (e.g., a withdrawal while your raise is open). You don't need a lead investor - hit $50k in ready funds and you're good. And unlike community rounds, there's no 21-day hold. As soon as you cross $50k, you can request your first wire. **Pick your signatory (do this early)** Before we can send you any money, someone needs to sign the investment docs on behalf of the SPV. This can be you or another investor in the SPV. We'll send them an email to e-sign the investment contract (a SAFE or priced-equity agreement) between your company and Capitalize Advisors. They must sign before the first disbursement — no signature, no wire. This is an SPV-specific step that doesn't exist in community rounds, so flag it early and don't let it hold things up. **What can block an investment?** Before an investor's funds can be marked "ready," they need to clear a few things. Here's what can hold up an investment: - KYC/identity verification: We're unable to verify the investor's identity with the documents provided; they'll need to provide a photo ID or their SSN. - Accreditation verification (506(c) rounds only): We're unable to verify accredited status with the documents provided; they'll need to upload a document to verify their status as an accredited investor. In a 506(c) round, investors must be formally verified before their funds can be marked "ready." Self-certification is not enough. - Tax ID: Investors must provide a tax ID number so that the appropriate tax documents can be distributed when there is a taxable event. - Payment failed or missing payment: The investor has committed to investing but we have not yet received their payment. - Reconciliation and refunds: These are mostly housekeeping on Wefunder's side. We usually handle them closer to disbursement time. To resolve an issue, investors can visit their "My Investments" page at wefunder.com/portfolio. **Rolling closes (getting funds while you're still raising)** You don't have to wait until the end of your raise to get your money. Rolling closes let you withdraw funds in batches while your round is still open. You need at least $50k in "ready" funds each time, and there must be at least 4 weeks between withdrawals. Every time you're eligible, you can schedule another one. **Disbursement timing** Submit your withdrawal request by Monday to get a wire that week. Processing takes about 5 business days. We send wires on Fridays. Depending on your bank, expect the funds a few business days after that. **Final closing, after the round ends** When your close date arrives (or you decide you're done raising), we'll send the remaining funds on our normal weekly schedule. **After the last wire goes out, any investors who still haven't funded get cancelled immediately (no 4-week grace period like in community rounds.)** ## 3. Finalize Filings & Update Your Cap Table Once all investments are disbursed, we'll follow up with your executed contracts and a final investor list. These documents can also be downloaded from wefunder.com/[yourcompany]/contracts. Once contracts are executed, you have a legal relationship with your investors — be mindful to adhere to the terms, and keep their personal information secure. **Form D** We handle the Form D filing for the SPV itself. Your company's Form D is on you — especially if you took direct investments outside the SPV. No Form C or Form C-U is needed for a private round. **SPV and your cap table** Since your private round uses an SPV, all of your Wefunder investors will be grouped into a single line on your cap table, under the SPV name: [Company Name] [#] D, a series of Wefunds, LLC. Stock or convertible certificates should be issued to the SPV based on the date of disbursements you received. If you had more than one closing, your SPV will be issued more than one certificate — it'll be listed more than once in your stock ledgers, even though it takes up only one line on the cap table. Certificates for the SPV can be issued (i.e. sent) to updates@wefunder.com. If you have questions about how to list your Wefunder investors on your cap table, email our closing team at closing@wefunder.com. ## 4. Engaging Your Supporters Your investors backed your vision because they believe in you. Keeping them updated shows you value their support and trust. **Make good on your commitments** Review your investor contracts to see what's owed. For equity, SAFEs, and convertible notes: work with your attorney or reach out to updates@wefunder.com to learn about our partners who can help with stock certificates and cap table management. **Send investor updates** We recommend posting quarterly investor updates on Wefunder. Updates don't need to be novels — a few bullet points about recent wins, photos of a recent event, or some high-level financial updates can provide a snapshot of your progress. Your investors aren't just money in the bank — they're potential mentors, networkers, and future customers. And when things get tough, be upfront. Investors who feel in the loop are much more understanding than those who feel blindsided by bad news. ## 5. Ongoing Obligations **No annual SEC reporting** Unlike community rounds (Reg CF), there are no SEC annual report requirements for a private round. You don't need to file annual financials or audits with Wefunder after closing. **Update us on value-changing events** When you raise with Wefunder, you agree to notify us of any future events that affect your investors — subsequent financing rounds, conversions, mergers, acquisitions, IPOs, or dissolution. If you're nearing an event, loop in updates@wefunder.com as early as possible so we can help with logistics and update your investors' portfolio views. **Tax documents** If your company is an LLC taxed as a partnership, or you'll be making regular payments to investors, you're required to send yearly tax documents (Schedule K-1) to investors. If you're using an SPV, you'll also need to distribute K-1s when your company is acquired or liquidates. We can help provide the info needed to generate and distribute K-1s — email updates@wefunder.com. ## 6. Refer a Company, Get up to $10,000 Know any founders that Wefunder would be a good fit for? Refer a company to us and get up to $10,000 when they file their Form C. More details here. ## 7. Repeat Raises If you'd like to raise on Wefunder again, we'd love to work with you. Reach out to your Wefunder contact or launch@wefunder.com whenever you're ready. Repeat raises tend to be more successful and easier — you know the system, you know what works, and you now have an army of investors who can help kick off your next round.