General Investor Information
Americas Next Investment connects American investors with companies raising capital through its equity crowdfunding platform www.americasnextinvestment.com, enabling everyone to own a piece of a company they believe in. Offering investment options for the people both unaccredited and accredited consumers, Americas Next Investment provides investors access to possible opportunity. Americas Next Investment is an entertainment & marketing technology company focused on making the online interaction between companies and investors intuitive and efficient.
*Americas Next Investment, Inc. does not actually participate in securities offerings or activities.
*Americasnextinvestment.com does not offer investment advice.
*Americas Next Investment offers marketing advisory services only.
*You should consult an attorney or licensed financial advisor for any investment advice.
*Any securities offered on AmericasNextInvestment.com are offered directly by the companies themselves.
On Americas Next Investment, investors purchase securities (including but not limited to equity, debt, and revenue participation notes) in privately held companies.
Crowdfunding sites like Kickstarter and Indiegogo allow people to donate money to campaigns in exchange for rewards. Once the backer receives the reward, the transaction is finished. The backer does not share in the company’s potential upside success and the company does not give up any portion of equity ownership to the crowd.
On Americas Next Investment, investors purchase securities in private companies. They do not receive rewards, they receive stock or another type of investment in private companies. If the company becomes successful, shareholders have the potential to receive a return on their initial investment.
When you make an investment in an early-stage venture involving equity, you own a piece of that company until it makes an ‘exit’. Getting purchased by another company, selling shares on a public stock market (known as an initial public offering, or IPO), or bankruptcy are common exit scenarios.
That makes company investing one of the most potentially rewarding, and most risky, ways to invest your money. Some companies grow to become icons of an era, like Google, Facebook, or Apple. But for every superstar, there are numerous respectable but quiet exits, and many failures.
That’s why due diligence is so important. Investors need to be as well-educated and confident in their decisions as possible. Losing some or all of your investment is a very real possibility.
Americas Next Investment follows SEC rules in determining how much investors can invest in each offering.
The SEC defines people who make over $200,000, or have a net worth over $1 million, as accredited investors. Accredited investors do not have investment limits if they participate in a Reg D or Reg A+ offering. For Reg A+ offerings (Tier II), unaccredited investors may invest up to 10% of the greater of their net worth or their annual income per offering.
The SEC has only recently allowed crowd investors to get access to private investments thanks to Reg A+ and Reg CF of the 2012 JOBS Act (https://www.sec.gov/spotlight/jobs-act.shtml), which also allowed companies to solicit accredited investors publicly through changes to Reg D.
Before the Jumpstart Our Business companies (JOBS) Act of 2012, private companies who wanted to raise capital had to solicit investments via private channels. The JOBS Act quickly allowed privately held companies to solicit investments on public platforms like the internet.
But only accredited investors had access to those investments until the SEC formalized rules for a portion of the law called Title III (Reg CF) and Title IV (Reg A+). Title III & Title IV allow people of any income to invest in companies.
All company’s capital raising on www.AmericasNextInvestment.com set their own investment terms according to their offering. All investors receive securities (including but not limited to equity, debt, and revenue participation notes) on Americas Next Investment, and all investors have the same access to opportunities as institutional investors. Larger shareholders may receive certain preferential rights such as pro rata rights, voting rights, conversion rights, a liquidation preference over common stock, and direct access to company founders. Shareholders investing lesser amounts still receive securities at the same price as large investors, but their investment rights may be limited given the smaller size of their investment.
Investor Requirements and Rights
On AmericasNextInvestment.com anyone over 18 years of age in the USA can invest in a Reg A offering.
Non-accredited investors cannot invest greater than 10% of their annual income or 10% of their net worth, excluding their homes. This is a per-investor limit per company they invest in, and it only applies to Reg A Tier 2 offerings. Investors can self-verify their income and net worth. Issuers are not required to independently verify. Companies can now take investments from millions of people who could not participate before.
Accredited investors ($1 million or more in net worth) are not limited in how much they can invest.
All Investors from outside of the U.S. and Canada are welcome, with the same limits and on a case by case & offer by offer.
Anyone can purchase securities (including but not limited to equity, debt, and revenue participation notes) in private companies on Americas Next Investment. Investors in the U.S. fall under three categories, with different investment limits and requirements for reporting to comply with SEC rules.
Reg A+ investors can invest as little as the minimum investment amount per offer, and up to any amount according to their individual limits. All investors may invest smaller amounts under Reg A+, but if they want to invest above their stated limits, they will have to verify their accreditation through the platform and participate in a Reg D investment.
Reg A+ and Reg D investors purchase securities of a company at the same price, but there are differences in their investment limits, rights as stockholders, and how they are categorized by the SEC.
Americas Next Investment accepts any investment per offering minimum and above through Reg A+. A company may set a minimum investment as they choose. Only accredited investors may invest in Reg D offerings, which may have different minimums – please review the offering documents specific to a given listing for more detail. [International investors are responsible for all banking and wire fees associated with transferring funds into the offering deposit account and/or escrow.]
Reg A+ refers to Title IV (Regulation A+), which allows the general public to invest in private companies for the first-time starting May 16, 2016. Reg D refers to Title II (506c) of the 2012 JOBS Act, which allows companies to sell private stock to investors who verify their accreditation status.
Because Reg A+ allow early stage investing by non-accredited investors, the SEC put limits in place to protect the general public from investing more than they can afford to lose in early stage companies, due to the high risk and long horizon of the investment type.
You may invest in multiple companies on www.AmericasNextInvestment.com as long as your total amount of investments does not exceed your annual investment limit.
Americas Next Investment does not charge any fees to investors; however, fees such as processing, marketing and service fees are assessed to issuers, which impacts the total proceeds available for use as described in the offering materials.
Yes, investors investing in Reg D and Reg A+ offerings are eligible to invest as entities on the Americas Next Investment platform.
Benefits and Risks
Customarily, only angel investors and venture capitalists (VC) had access to invest in private companies with potential, but now they’re publicly available on Americas Next Investment. There are more value companies with vast potential staying private longer due to opportunities like Americas Next Investment.
Early stage venture capital investing often means investing in ideas, entrepreneurs, and innovation. It’s not just about a potential financial return on investment. It’s about becoming part of a company that may change the world. Think about all the companies that have fundamentally changed our culture. It also may mean changing the way the world works, influencing people’s lives, and becoming an inextricable part of that story. Just think, every company name you know came from an afterthought, a day 1 and people who believed in the thought and progress thus far.
On Americas Next Investment, our objective is to give everyone access to opportunities on an open, non-bias, transparent online market place. The world likely would be a very different place without early-stage investing. Great ideas need funding – investors – YOU.
In investing, the greater risks can yield the greatest gains, but investors should be aware that they can lose some or all their investments. Less than 10% of companies make it to a subsequent round of funding. Americas Next Investment is an open marketplace however Americas Next Investment conducts a limited proprietary review of all offerings; your due diligence is vital. Investors should be familiar with and willing to accept the high risk associated with private investments.
Private Stock with No Public Market:
Private stocks are securities with no public market for resale. The investments are private and illiquid, so you can’t convert them to cash easily. You should be willing to hold that investment indefinitely.
Need to Do Due Diligence:
Any securities offered on AmericasNextInvestment.com are offered directly by the companies themselves, and those companies are solely responsible for the contents of any materials made available to prospective investors on the Americas Next Investment website. Americas Next Investment only reviews a company’s self-verifications that it is free of “bad actors.” Americas Next Investment also conducts corporate status checks using public databases, verifies the identities of key founders, and conducts anti-money laundering compliance checks.
Investors are responsible for conducting research on a potential investment, including understanding the company’s exit strategy. An exit strategy is how a company intends to “cash out” their shareholders’ investments. However, there is no guarantee of when or whether that exit strategy will happen.
Difficulty in Valuing Private Companies:
It can be incredibly difficult to value early-stage companies. They’re just starting out, so the company’s value generally can’t be based on its assets, book value, or historical results of operations. You shouldn’t consider the offering’s valuation or share price a formal indication of the company’s worth. Use your judgment to decide the worth of the shares you buy.
Risk of Total Loss:
Many companies fail – that’s why due diligence is so important. It’s up to you to judge if an early-stage company has the potential to succeed. Americas Next Investment does not recommend or endorse any of the materials that companies post on the AmericasNextInvestment.com website, and does not conduct diligence on the business plan, disclosures, risks, prospects, or other investment considerations of any company. You may lose some or all of your investment, and you need to be in a financial position to be able to bear that loss.
Investing in private companies through any type of ‘note’ includes the risk of total loss and is extremely speculative.
Since notes are debt securities, there is an obligation by the company to pay back principal and interest to the investor. However, if the company encounters financial difficulties, there could be missed payments or total loss of the investment to the investor.
Revenue Participation Notes (RPNs) are a specific form of Note that bear an annual interest rate but also have an added feature of revenue participation whereby the investor can receive a percentage of sales if the amount is greater than the annual interest rate. RPNs allow investors to have upside benefits in a situation where a company has significant revenue growth. However, as is the case with many early stage businesses, revenue forecasts may not be met and investors in RPNs may not reap the benefits of any revenue participation. The expectation of revenue participation in an RPN is highly speculative and is not guaranteed.
A SAFE (Simple Agreement for Future Equity) is an agreement between an investor and a company that provides rights to the investor for future equity in the company similar to a warrant, except without determining a specific price per share at the time of the initial investment. The SAFE investor receives the futures shares when a priced round of investment or liquidation event occurs. SAFEs are intended to provide a simpler mechanism for startups to seek initial funding than convertible notes. The expectation of revenue participation in an SAFE is highly speculative and is not guaranteed.
Notes typically have maturity dates which means that investors may no longer hold the security past a specified date if the company has performed all obligations specified in the note.
If a company is liquidated, noteholders would receive their capital back prior to any equity investors (preferred or common shareholders). However, investors may, depending on the company’s financial circumstances, be returned some, all or none of their invested capital and/or accrued interest.
Investing in private companies through any type of ‘stock’ or equity security includes the risk of total loss and is extremely speculative.
When an investor makes an equity investment in a private company, an investor has the opportunity to share in the benefits of a company’s potential business success. However, there is no guarantee or obligation by the company to provide any returns, cash flows or dividends to the investor unless otherwise specified.
Equity investors may lose their entire investment or may not have a chance for a return for many years. Some equity investments take over a decade to see any returns.
If a company is liquidated, equity investors typically only receive their capital after all noteholders are paid their capital first, with preferred shareholders then receiving priority over common shareholders. However, investors may, depending on the company’s financial circumstances, be returned some, all or none of their invested capital.
*Investors should always review the disclosures and risks specific to a given offering and its securities structure, which can be found in a company’s offering materials.
What is common stock?
Common stock allows its holders to make a profit through rising share prices and dividend payments. Holders of common stock also get to vote on corporate issues, such as electing new directors to the corporation’s board. However, should the company end up in bankruptcy, holders of common stock are last on the list to get their money back — after regular creditors, bondholders, and holders of preferred stock. If you hold common stock and the company goes bust, you are unlikely to get any of your capital back.
What is preferred stock?
Preferred stock also represents owning a share of the company, but it works a bit differently than common stock. Preferred stock pays a predetermined dividend, whereas the dividends paid to common shareholders tend to vary according to the company’s fortunes. Dividends on preferred stock are often larger than those on either common stock or the company’s bonds. Holders of preferred stock do not get a vote on company matters. And if a company’s assets are liquidated, the preferred stockholders get to redeem their shares before common stockholders do, giving them a better chance of getting at least some of their money back.
How to Invest
Log in to the www.AmericasNextInvestment.com portal and go to the “Discover Investments” page. On this page, you can browse a variety of companies. Select the company, watch the video, read the offering circular and if you choose to invest, click the, “Invest Now” on the offering page and follow the steps to becomes a shareholder.
When you open an account on AmericasNextInvestment.com, we will ask for your name, address, date of birth and other information to verify your identity. We may also ask to see your driver’s license or other identifying documents. Federal law requires financial institutions such as broker dealers and funding portals to obtain, verify and record information that identifies each person who opens an account.
Reg A+ investors must self-certify that their investment amount per offering falls within the investment limits required by SEC rules, i.e. 10% of the greater of net worth or annual income.
Reg D investors must verify their income or net worth in one of two ways. The easier way is to provide the contact information for an accountant, lawyer, or financial advisor, who completes a simple electronic form confirming that you qualify. Or, you can upload documents, such as financial statements or tax returns, and the company may do a soft pull of your credit report to verify your net worth.
Ownership percentage is calculated on a fully-diluted basis assuming the maximum number of securities are sold.
The easiest way to increase your investment is by canceling your original investment in your dashboard and then reinvesting at the higher amount on the offering page. Or talk with your Investor Relations rep.
For Regulation A+, Most companies featured on AmericasNextInvestment.com allows for a 5-hour cancellation period. Once the 5-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.
You may find the company’s cancellation policy in the company’s offering circular. Typically, if you sent your investment via wire transfer, you will receive your investment refund within 7-14 business days. If you sent your investment via ACH transfer or check, you will receive your refund in the form of an ACH transfer or check within 14-30 business days.
NOTE: 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, the refund process can begin per the company cancellation policy. Unfortunately, the company is at the mercy of the bank and will do everything possible to get you your refund as soon as possible but every investment needs to go through both the clearing process and then process and get sent back to the account associated with the investment.
Americas Next Investment, the company or the transfer agent will notify investors when the target offering amount has been met. If a company reaches the target offering amount prior to the deadline identified in its offering materials, it may close the offering early if it provides notice about the new offering deadline. This must be at least five business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment).
A successful close is when the company has reached either its target raise amount or its maximum raise amount.
If a company does not close, all investments will be refunded from the company accounts and back to the investors.
Yes, a repeat investment can be facilitated by contacting your investor relations rep.
Investor-Relations Shareholders Services per each company will manage all investor-relations communication between investors and companies after closing. Some companies will communicate more than others to investors. Each company is required to communicate annually to all investors.
The shares are recorded electronically. The company will not send a paper stock certificate once the deal closes. The shares will be accessible via the Investor dashboard in the investors’ Americas Next Investment account, and inquiries regarding the shares and communications with the Company for investors can be directed to Investor-Relations Shareholders Services per each company.
As is the case with any equity financing round, companies will naturally be diluting the equity ownership of existing investors. That means your proportion of ownership will be reduced, unless you own Preferred stock and exercise your right to maintain proportionate ownership.
As with any investment, there is an inherent risk that the company in which you invest may fail. If that is the case, and there is a liquidation event, Preferred Stock will have a liquidation preference over common stock holders of the company. However, in many cases, there are no assets left to distribute, and the entirety of the investment may be lost.
All distributions will be managed by the company itself. However, the Transfer Agent may provide information to the company to facilitate any distributions.
The transaction between the issuer and the investor will be completed through the Americas Next Investment online platform, by registering an account, submitting an investment commitment, and providing banking information to fund your investment directly with the company.
Any shares will be issued as uncertificated book-entry securities and records will be centralized and recorded electronically in a system managed by the Company’s transfer agent, if elected. The shares will be accessible via the Investor dashboard in the investors’ Americas Next Investment account, and inquiries regarding the shares and communications with the Company can be managed through the transfer agent.
An issuer may elect to reject any investment commitment at the Issuer’s discretion, prior to closing.
Reg A securities may not be transferred by the purchaser for one year after the date of purchase, except when transferred:
(1) To the issuer of the securities.
(2) To an accredited investor as verified by Americas Next Investment, Inc.
(3) As part of an offering registered with the Commission.
(4) To a family member of the purchaser or the equivalent, or in connection with certain events, including death or divorce of the purchaser, or other similar circumstances, in the discretion of the Commission.
If an issuer has conducted a Reg A offering, they are required annually to file with the SEC and post on their website, an annual report along with the financial statements of the issuer certified by the principal executive officer of the issuer to be true and complete in all material respects and a current description of the financial condition of the issuer.
If the issuer has available financial statements that have either been reviewed or audited by a public accountant that is independent of the issuer, those financial statements must be provided and the certification by the principal executive officer will not be required.
The annual reporting requirement is ongoing but may terminate in the future if the issuer qualifies under various circumstances.
Americas Next Investment Funding Portal charges marketing fees to companies for listing on the platform. The listing fee is determined by the complexity of each company.