June 12, 2022
Hiring fundraising advisors. By Martin Hall, TEN Capital Network
Hall Martin, Founder and CEO at TEN Capital Network that raised over $900 million for its clients, in this episode talks about hiring fundraising advisors who can connect you to the right capital. We spoke about different regulations around fundraising and of course, about hiring experts for your fundraising round and whether it's worth it or not.
Hall's LinkedIn: https://www.linkedin.com/in/halltmartin/
TEN Capital Network - connecting investors with startups: https://tencapital.group/
Transcript
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They're releasing to fundraising
video a podcast about
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fundraising for early-stage
startups, the major rule that we
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follow here is no bullshit on
this podcast.
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No music to relax.
You know, advertisements of our
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sponsors.
We only talk about fundraising
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here and nothing else.
So let's jump into the episode
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and today is a guest speaker.
We have whole Martin, founder of
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10 capital and in this episode,
he will talk about what time
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Capital is how he has managed to
spun out three.
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Angel networks in Texas.
And what does it even mean to
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spin out and Angel Network?
And at the end of the episode,
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we're going to touch on to some
legal details of fundraising and
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more specifically.
When does it make sense to start
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a c-corporation versus and then
we'll see.
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And when does it actually make
sense to start an LLC and then
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convert it to the C corporation?
So Martin, let's kick it off by
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you, giving us some background
on yourself and on 10 capital,
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great, thanks for having me.
My background is I actually went
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to Austin and work for a
high-tech company for about 20
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years and they went IPO.
So I started doing Angel
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Investing after that and we had
an Angel Network in Austin.
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Back in the 95 to 2000 era went
and joined the group because I
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wanted to learn how to do Angel
Investing.
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And I found that the best way to
do that is to work with other
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investors.
Share the deal flow and the due
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diligence.
So I joined the group and best
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in the deal and then I lost all
my money and show you realize,
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well, this is not as easy as it
looks, it takes a lot more
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skill.
And that group lasted for about
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six years, it ran from 95 to
2001.
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There were tied to the.com world
and when that went away, they
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went away with it.
We didn't have an Angel Network
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for several years and thin in
2006.
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The city did a restart and they
called it.
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The central Texas Angel Network
here in Austin.
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So I signed up as the first
member and when you do that,
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you're the first member in the
group, you're automatically on
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the board in charge of
membership.
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It's a Eight honor, no pay.
But it's a great honor to go and
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help recruit people.
And so, I did that I recruited
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about 50 members in to the
group, I was always an early
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stage guy, always wanted to help
early stage companies, as I
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thought Innovation and
Entrepreneurship, where really
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the answers to most most of
society's problems.
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And so I always fostered that
and after a couple of months of
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recruiting, I lost our director.
So I became the director and I
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let it for the first two years,
which we got a 33 x return from
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that, 5 million invested by
those.
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Investors.
So, it was a great win for the
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group and really propelled it
onward.
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And then I got a call from my
undergraduate University Baylor
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and they want an Angel Network
out of the Alumni Association.
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And when you do an Angel Network
out of a university, the
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Dynamics are a little bit
different, it's less about
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making money and more about
student experience and job
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placement and giving back to the
university.
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So I help them start that group
and it's still a member to that
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group to till this day and have
had a great time with it, even
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though it's a little Little bit
of a different game, they're a
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lot more mentorship goes into
that.
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And then I helped start an angel
group in a county north of
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Austin called Williamson County
called the Wilco Angel Network.
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And we did deal flow there for
many years as well.
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So it is starting three Angel
networks and about 2009 I was
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thinking about my second career,
I've been at that company for
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about 20 years, 24 years, as a
matter of fact and thought well
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what was the happiest time I had
in the company and the happiest
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time was back when it was just
starting Was in the early days I
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said well I want to get back to
the early stage world.
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How do I do that?
And I found I was having more
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fun with the Angel Investing
than I was with the work.
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And so I left the company and
started my own firm called
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Texas, entrepreneurs Network and
we were helping with capital
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formation and helping starts
find that in the early days and
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did that for several years until
we kept growing our investor
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Network which were originally
Texas.
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Angels and thin, they were
Angels across the country and
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then from 2010 to And 15.
I went to the Bay Area and to
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New York to find a venture
capital because that's where
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most similar located.
And then 2016, it had a whole
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bunch of family offices coming
to my network because they
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wanted to go direct.
And by 2017, I started getting
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calls from outside of Texas.
Wanting access to our investor
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Network.
So you change the name from
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Texas on a network of ten
Capital that's what ten stands
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for and started working around
the country.
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And at heart, we were doing
investor relations.
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And introductions I decide not
to be a broker because I was
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going to lose a substantial part
of my network, many VC, funds.
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Most Angel groups don't let
brokers in the deal so what had
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to go in another Direction and
so we help startups find
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investors, we help Angel groups,
find members and we help VC
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funds find limited partners and
so we're just doing Connections
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in introductions to do that,
right?
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So let's talk a little more
details about.
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What does it mean?
Just being out the network, they
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enjoy my work.
You've touched on to it quite a
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bit in your Your introduction.
But technically speaking would
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is an Angel Network.
Its is it a company?
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Is it formed as an LLC, as a
c-corporation?
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How is it legally formulas start
with that and then move on in
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that direction.
So most Angel groups back when I
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started would form a,
not-for-profit organization, and
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that just meant you were going
to be either a not-for-profit
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charity, or you were going to be
a Trade Organization But you
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didn't have to go file with the
IRS to get a true nonprofit
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status, and if you're doing any
investment inside the group,
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then you really can't do that.
You really had to file an LLC.
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So most Angel groups were really
just llc's and you have to pay
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taxes on the, on the business of
which there is not a big thing,
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as well.
Since then, a lot of Angel
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groups have decided to separate
out the investment.
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So the core leadership of the
group that runs it, they just do
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all the investment out.
Side of it, not inside of it and
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they just treat it more like a
trade Association and so many
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are able to get use an LLC or a
not-for-profit LLC in order to
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get the nonprofit status going
forward.
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And so, you typically don't have
a c-corporation, the money is
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mostly in the Investments that
the members make not in the
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organization itself.
Sometimes I'll have a fun, we'll
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just create a separate LLC for
the fund to take care of that.
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Gaucho understood.
So for investors, it's quite
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obvious.
What you get for Founders?
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It's quite obvious.
What you get which is you know,
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more exposure to more investors.
What about the people who lead
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it?
I'm just wondering you what's
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their purpose of doing it.
If sometimes ordered in most
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cases, they don't get a
management fee or anything, any
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kind of incentive.
So what makes them deal with all
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this stuff?
Which is a lot of organizational
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stuff.
So most Angel groups are Led by
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people that have a passion for
the early stage or for the
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startup and some cases, they
really don't need the salary
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that goes with it.
Although nobody likes to work
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for free.
So they do it for the passion of
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it.
For the most part.
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You don't get Super Rich running
Angel networks from a management
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point of view because it's
basically a networking group.
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And that's what one reason a lot
of people joined is they wanted
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to expand their Network and
that's a great way to meet a.
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Lot of people in a short amount
of time both Startups and
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investors is to lead an Angel
Network and found.
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Many people would come on and
take the role, especially
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program directors and deal flow
directors because it's it's in a
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high traffic area and you just
build your network that goes
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with it and from there, you jump
to maybe your own other, your
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own business doing something
that just requires that.
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You do note know people in the
community, right?
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That's definitely one way to do
it.
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Another way to do is run a
podcast about fundraising for
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three years.
So it's your call people.
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But yeah, that sounds quite
interesting.
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So eventually it has transformed
into something that you call the
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tank Capital network and on our
Queen to call, you have told me
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quite a bit about it and I would
like to focus on a few major
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things here.
One of which is the fact that
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you are not a broker-dealer
because a lot of these as you
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said or not really allowed to
have broker-dealers involved in
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their deals for understandable.
Reasons, can you tell a bit more
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to the founders?
Listen to this one.
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Does it mean to be a
broker-dealer or not to be a
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broker-dealer?
What kind of limitations do you
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have now that you are not
registered broker-dealer?
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All right.
So, yes, as you see is sighted
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two or the finra group inside
SEC.
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Has decided to anoint, certain
people with the ability to go
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and actually do transactions,
which is private stock sales and
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but they have to apply certain
compliance to it.
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You have to make certain checks
before you allow the transaction
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to go through.
And if you do that well then you
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can actually take a That goes
with it and you have to go
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through audits.
Every year they go.
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Every wants to check your
transactions to make sure you're
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doing it correctly.
We want to check to see that
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you're doing it in a in within
compliance requirements that
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they have.
And is people that have gained a
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license to actually do these
transactions and stars go to
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them because they want to find
funding or get help with it.
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And so they pay the broker a
fee.
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Typically, there's a little bit
up front and Then there's a
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success fee on the backend.
Some percent 510 percent that
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they pay the funds.
They raise that came through,
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the broker is what they do.
And like I say, VC funds don't
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have the ability to take deals
that go through them because
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they have Clauses in their fun
documents that basically say you
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can't pay anybody else.
Anything to find the deals
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because we're paying you to go
find the deals and so you can't
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Outsource that and so that's why
Brokers can't.
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Used by VC funds but basically
this people that provide the
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compliance work and they can
transact those deals.
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Gotcha.
Perfect.
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And to be easily for Founder's.
The only difference is that
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there is no such thing as a
success fee.
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Unless the company is a
registered broker-dealer.
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Correct.
This right.
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You know, you have to be a
broker-dealer to charge a
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success fee and that's that's a
pretty Sticky Wicket to get
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around.
If I you partner with the firm,
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It has a broker-dealer, you must
be yourself a compliant and that
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requires taking up several
compliance tests.
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You have to have certain
proficiencies and pass certain
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exams in order to do.
So, as well, Personal condition.
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Here, don't deal with registered
broker-dealers.
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It's not worth it in.
Most cases, it is not, but in
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your case morning, you're not
want.
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So you charge just the fixed fee
per month and on our print
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recall, you have mentioned that
it's two thousand dollars per
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month for our listeners out
there.
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And when does it make sense to
reach out to someone like
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yourself and, you know, ask for
a supports in their fundraising.
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So whenever you're fundraising
you should always leverage your
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network.
Work.
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First, you always want to make
sure that your group is
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supporting you and you put money
in and then you start drawing
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the circle.
Wider at some point, you'll run
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out of network.
And when you do, that's when you
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call us, and that's how we went
National, as I was getting calls
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from Seattle Chicago and other
places saying have talked to
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everybody, in my city, I've run
out of investors, I need more
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investors and that's when you
come to us is that will help you
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find more investors.
I do think that most startups
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should have a national
perspective on their fundraise
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from day.
One.
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The days of just raising money
from your local group.
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Only is really not possible
because, you know, your
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investors local, you're looking
nationally as well for the best
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deal.
Not just the best local deal.
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And so you have to start
thinking, where am I going to
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find more investors and we can
help help with that.
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Part of it is to get you
connected to more accredited
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investors, right?
So my major concern with
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companies like ten capital or
any companies to be fair.
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That's Thomas to connect them or
founders with investors for fee.
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Is that they're biased,
obviously?
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Because it's their customer and
it's the customer who pays
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rather than to be seized.
Is there a problem with that or
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do you think that we seized
don't really care much about
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where that's introduction is
coming from?
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Well, the way I look at it is
the company's paying a fee to
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get access to the investors
because the alternative is they
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go to their Network and they get
a friend of a friend to make an
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introduction and that that's
possible to us.
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Certain extent, but eventually
it can wear you down to try to
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leverage that much and again
your network does come to an end
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at some point, the VC or the
angel on the other side of that
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table, their job is to do the
due diligence and actually put
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the money in.
So they're not getting off free
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here.
There is still work to be done.
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So we're just trying to take
some of the cost out of it and
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try to make put some efficiency
into the process of capital
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formation and at a price that is
more startup friendly.
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There are many many groups That
would charge very high fees, but
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we don't think that you really
need to charge those fees in
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order to make it work.
Right, absolutely debatable
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subject.
Not gonna go into this one
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because we don't have enough
time, but let's talk about when
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it makes sense for for a
start-up founder to reach out to
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someone, like yourself as you
mentioned.
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You know, one of the reasons is
you run out of investors in your
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city as a person who lives in
San Francisco.
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I cannot imagine that, but to be
fair.
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Yeah, they're obviously CDs like
that, you know, smaller than
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Sanford.
Esco and less populated with
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investors, but now that
everything is online, do you
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think it is still possible to
run out of investors because you
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don't you don't care where they
are in the United States.
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You can reach out to anyone and
I've interviewed hundreds of
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investors during the pandemic
and none of them seem to care
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where the founder is actually
from, I think the pandemic
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certainly put everything online
and actually accelerated the
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move to a national perspective.
Like I was talking about a
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moment ago, one of the
challenges that you have to
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realize is that, you know, when
I started the sea, can group in
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Austin, back in 2006, they were
generalist.
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They were basically look at any
deal that was just in their
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backyard.
We would look at a gaming deal.
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Turn around.
Look at a biotech and then turn
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around.
Look at it.
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I T's a still all in one
evening, but as time is going
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gone.
Forward, many of those groups
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are becoming more You'll see
that when these as well when
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they start to look for becomes
very specific and very narrow
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and that's why they can't just
look locally.
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They have to look nationally and
so because it's such a long tail
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there.
You have to really look
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nationally for your the right
investor that matches your deal.
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And one of the things we do with
startups in one reason, why they
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come to us, is we do, what's
called repositioning, take your
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deal and I found you can take
any deal and you can position it
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for three, four, five, six,
different kinds of Ders.
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If it's a SAS deal.
Well, there are certain SAS
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metrics that SAS investors look
for let's put that on the front
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and position it.
If it's an edtech deal with
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there, certain things that they
look for.
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Let's put that up there, and
let's position it for that, and
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if it has an impact in there,
well then you can position it
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yet a third way and it's
important to do positioning
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because you have to think about
your audience.
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In this case, the investors were
they looking for and make
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yourself relevant to them.
And in many cases, you can make
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yourself relevant to many, many
more groups.
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If you think along the lines of
not just one size, fits all, but
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I'm going to make this specific
to each investor group that I go
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to.
And like I say we have six seven
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positions we do for any deal
that comes to us and we also
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help them with their documents.
Many of them actually need a bit
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more help on the documents
itself and and pitching as well.
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They have what I call the curse
of knowledge which is they're so
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close to it that they assume too
many things.
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And so I'll eat I'll watch it.
A pitch, and I'll have to go
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back and say, well, that's
great.
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But what do you do?
So you have to go through and
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make sure that your mate, you're
making those things clear and we
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help a lot of people in that
direction as well.
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Right.
Yeah.
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And as quite important,
especially for Founders who
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don't have much experience
fundraising.
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That is definitely where
advisors and companies like ten
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00:16:29,200 --> 00:16:32,500
Capital Network, can help quite
a bit.
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So, let's talk about some legal
stuff, which I have promised
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where you can cover at the end
of this episode.
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00:16:38,100 --> 00:16:42,600
We're closer to the end of this
episode which has when to start
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00:16:42,600 --> 00:16:45,600
an LLC and then convert it to a
c-corporation.
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00:16:45,700 --> 00:16:49,300
I work for first base, which is
a start-up out of Y combinator.
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00:16:49,500 --> 00:16:52,800
Which specializes in
incorporating companies in the
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00:16:52,800 --> 00:16:54,800
US.
So, I've seen quite a few of
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00:16:54,800 --> 00:16:58,300
those cases where Founders reach
out to us and ask us to convert
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an LLC that we have created
earlier and convert it into C
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corporation because they have
found an investor.
330
00:17:04,800 --> 00:17:07,800
You Martin said that it
sometimes might make sense to do
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that on purpose.
Even if you know that in the
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future, you might be raising
Capital, can you elaborate a
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00:17:13,108 --> 00:17:15,300
little bit on that idea?
Why do you think it makes sense
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00:17:15,300 --> 00:17:18,700
to do that?
I find that many May startups
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even.
Cecil co-founders are going
336
00:17:21,500 --> 00:17:24,099
through several iterations on a
business.
337
00:17:24,099 --> 00:17:26,900
They'll start a business and it
doesn't work, and so, they
338
00:17:26,900 --> 00:17:29,100
quickly drop it and they go to
the next one.
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00:17:29,100 --> 00:17:32,300
And so, it can be kind of
expensive to start with a
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Delaware.
See on every every single idea
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you have, it's best to start
with something simpler like an
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00:17:39,400 --> 00:17:42,500
LLC.
There's cost is lower seizure
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00:17:42,500 --> 00:17:45,100
put together as a couple hundred
dollars with the secretary of
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00:17:45,100 --> 00:17:47,000
state.
So it's easier to spin up and
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00:17:47,000 --> 00:17:49,800
have a legal entity.
You do have to have an To do in
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00:17:49,800 --> 00:17:53,500
order to raise funding open a
bank account and do a lot of the
347
00:17:53,500 --> 00:17:56,600
basic things that go on.
But as you go forward and you
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00:17:56,600 --> 00:18:00,200
start to move to venture capital
funding at that point, they're
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00:18:00,200 --> 00:18:03,600
going to want a Delaware.
See and when if and when you get
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00:18:03,600 --> 00:18:06,400
to that stage, well that's when
you convert from an LLC to a
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00:18:06,400 --> 00:18:09,300
Delaware, see it's very easy to
go from an LLC to a
352
00:18:09,300 --> 00:18:11,900
c-corporation.
It's very hard to go from the C
353
00:18:11,900 --> 00:18:15,800
corporation back to an LLC.
And my role is when there's an
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00:18:15,800 --> 00:18:19,100
investor they're ready to invest
in your business and pay for the
355
00:18:19,100 --> 00:18:19,700
conversion.
Jean.
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00:18:19,700 --> 00:18:22,000
Well, that's when we do it.
And so you're always open to the
357
00:18:22,000 --> 00:18:25,600
investors saying I'm an LLC but
happy to move to a c-corporation
358
00:18:25,600 --> 00:18:28,200
upon funding will be glad to do
that.
359
00:18:28,200 --> 00:18:32,200
And the other issue is VCS over
their documents are based on C
360
00:18:32,200 --> 00:18:34,900
corporations and they're not
changing it for you.
361
00:18:34,900 --> 00:18:38,700
So if you do get Venture Capital
funding coming in, you will be
362
00:18:38,700 --> 00:18:40,900
converting, but that's very
standard.
363
00:18:40,900 --> 00:18:43,200
There's a lot of benefits that
come with that as well.
364
00:18:43,500 --> 00:18:45,200
So that's why we want to start
with LLC.
365
00:18:45,200 --> 00:18:48,600
Is that not every deal, or every
business you start even if
366
00:18:48,600 --> 00:18:52,200
you're successful Is going to be
the one you want to carry
367
00:18:52,200 --> 00:18:56,400
forward, and as LLC is just a
lot lighter and cheaper, in
368
00:18:56,400 --> 00:18:59,600
order to do that
experimentation, right?
369
00:18:59,600 --> 00:19:02,700
That is actually good points.
My aunts recommendation is,
370
00:19:03,000 --> 00:19:06,000
don't start with a legal entity
at all, unless you start seeing
371
00:19:06,000 --> 00:19:08,900
some profits coming in or you
just need to do it for tax
372
00:19:08,900 --> 00:19:10,200
purposes.
Sure thing.
373
00:19:10,200 --> 00:19:13,700
Go for it.
Otherwise it's a hassle quite
374
00:19:13,700 --> 00:19:16,300
frequently not worth it.
Because as morning, you said
375
00:19:17,100 --> 00:19:19,400
most ideas need to be revised
numbers.
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00:19:19,500 --> 00:19:21,600
Times.
Some of them are just not going
377
00:19:21,600 --> 00:19:24,300
to work in any shape or form and
you just have to close the
378
00:19:24,300 --> 00:19:25,600
company.
So, it doesn't really make sense
379
00:19:25,600 --> 00:19:28,700
to open and close, open and
close, open and close might as
380
00:19:28,700 --> 00:19:33,200
well not open at all until you
think that it is viable.
381
00:19:33,500 --> 00:19:37,100
So let's go on to the next
subject which I really, really
382
00:19:37,100 --> 00:19:40,700
wanted to cover in this episode,
which you have mentioned on our
383
00:19:41,000 --> 00:19:45,600
pre-interview call reaches the
rule of four for your valuation
384
00:19:45,600 --> 00:19:47,500
strategy.
Can you tell us a little more
385
00:19:47,500 --> 00:19:49,400
about that rule would does it
mean end?
386
00:19:49,600 --> 00:19:52,300
Don't you think Founders
should've LED their startups
387
00:19:53,200 --> 00:19:54,600
here?
So I came up with the idea of a
388
00:19:54,600 --> 00:19:57,100
rule of four.
It's been around for a while but
389
00:19:57,100 --> 00:20:00,500
I found that many, many startups
struggle with uation.
390
00:20:00,500 --> 00:20:03,800
How should I value my business?
And you know, the wrong answer
391
00:20:03,800 --> 00:20:06,100
is to think about how much you
want to own at the end of the
392
00:20:06,108 --> 00:20:08,300
process.
And then try to figure out how
393
00:20:08,300 --> 00:20:11,200
to make your business work that.
And I think the right answer is
394
00:20:11,200 --> 00:20:14,200
to articulate all the values
that are in the business today.
395
00:20:14,600 --> 00:20:17,800
And so I came up with the idea
of that, for every one of these
396
00:20:17,800 --> 00:20:21,100
four things, give yourself one.
Million dollars evaluation if
397
00:20:21,100 --> 00:20:25,800
you have it fully installed.
And that sells that steam that's
398
00:20:25,800 --> 00:20:27,300
product.
And that's intellectual
399
00:20:27,300 --> 00:20:30,300
property, those four things.
So if my sales is completely
400
00:20:30,300 --> 00:20:33,300
installed, everything's working
and got a recurring Revenue, I
401
00:20:33,300 --> 00:20:35,800
got all the everything's
clicking, give myself a million
402
00:20:35,800 --> 00:20:37,800
dollars.
If on the other hand I have a
403
00:20:37,800 --> 00:20:41,100
few beta cells and so forth.
Well maybe I give myself three
404
00:20:41,100 --> 00:20:44,100
hundred thousand dollars, you
know, something less and then if
405
00:20:44,100 --> 00:20:47,600
the team everybody's in place or
beige working a million dollars,
406
00:20:47,600 --> 00:20:49,400
well maybe only have half the
team in place.
407
00:20:49,500 --> 00:20:51,800
I'm still looking for the other
half will give myself five
408
00:20:51,800 --> 00:20:54,800
hundred thousand and then you
apply that to the product is it
409
00:20:54,800 --> 00:20:57,000
shipping?
Is it working million?
410
00:20:57,000 --> 00:21:01,500
If it's a not, not fully there,
let's make it less and same
411
00:21:01,500 --> 00:21:03,800
thing for intellectual property,
if I've got been awarded the
412
00:21:03,800 --> 00:21:06,900
patents and everything's in
place million dollars, if I have
413
00:21:06,900 --> 00:21:10,200
three provisionals file will,
St, myself, 200,000 for that.
414
00:21:10,500 --> 00:21:13,400
And the idea is, you're actually
looking at the values in the
415
00:21:13,400 --> 00:21:16,800
business and putting a price tag
on it and then you add them up
416
00:21:16,800 --> 00:21:19,300
and the most you can come out
with is about 4 million dollars.
417
00:21:19,500 --> 00:21:21,100
Hours.
And for early-stage companies,
418
00:21:21,100 --> 00:21:24,000
that that's where most
businesses really are.
419
00:21:24,000 --> 00:21:27,000
There are some that are on the
Unicorn track and they're,
420
00:21:27,000 --> 00:21:29,700
they're going to be trying to do
a high-velocity moved.
421
00:21:29,700 --> 00:21:31,800
There may be a different game
there.
422
00:21:32,100 --> 00:21:34,900
But when you go to an investor
no matter what number the
423
00:21:34,900 --> 00:21:37,400
startup puts out there for
evaluation, the investor is
424
00:21:37,400 --> 00:21:40,200
going to push back into going to
ask how did you get to that?
425
00:21:40,500 --> 00:21:43,000
And the winning answer is the
one that can go through.
426
00:21:43,000 --> 00:21:46,200
And clearly articulate, the
values that are in the business
427
00:21:46,200 --> 00:21:49,300
and come up with a number that
the investor would say.
428
00:21:49,500 --> 00:21:52,800
Yet that's probably how much
it's going to be worth and you
429
00:21:52,800 --> 00:21:56,100
can get to negotiation faster
with that.
430
00:21:56,300 --> 00:21:58,000
And it's the back of the
envelope one.
431
00:21:58,000 --> 00:22:00,900
You can also find comps and
other things that go on, but
432
00:22:00,900 --> 00:22:04,700
those things can be hard to find
in hard to get agreement upon
433
00:22:05,000 --> 00:22:07,400
what's in the business.
Today is one of the best things
434
00:22:07,400 --> 00:22:11,800
to use to get alignment with the
investor, right?
435
00:22:11,800 --> 00:22:14,500
That's very true.
And again, most early stage
436
00:22:14,500 --> 00:22:17,400
rounds are not priced.
You just need evaluation to
437
00:22:17,400 --> 00:22:22,400
establish a Valuation cap, which
is not always super important.
438
00:22:22,400 --> 00:22:28,400
So, the rule definitely works a
love that rule probably disagree
439
00:22:28,400 --> 00:22:32,300
with a patent part, but that's a
discussion for a different time.
440
00:22:32,900 --> 00:22:37,300
One more question on that rule
of four in terms of valuation,
441
00:22:37,600 --> 00:22:41,000
when you see that the whole team
is in place or half the team is
442
00:22:41,000 --> 00:22:46,000
in place, what qualifies as the
full team being in place at the
443
00:22:46,008 --> 00:22:49,000
very early stage, you know,
there's completed.
444
00:22:49,500 --> 00:22:52,100
Team at all times in running a
business and that they're very
445
00:22:52,100 --> 00:22:53,900
early stage.
There's somebody building it and
446
00:22:53,900 --> 00:22:56,700
somebody selling it.
There's two people as you start
447
00:22:56,700 --> 00:22:59,800
to grow and get Revenue, it goes
to three people as a complete
448
00:22:59,800 --> 00:23:01,700
team, and we're talking about
the top levels team, the sea
449
00:23:01,700 --> 00:23:04,500
level people in the business and
so that's what you're looking
450
00:23:04,500 --> 00:23:07,000
for.
If I've got a Founder but I
451
00:23:07,000 --> 00:23:10,600
don't have the co-founder yet.
I've got half a team in my mind.
452
00:23:10,600 --> 00:23:13,800
You really need somebody that's
doing both sides of it and even
453
00:23:13,800 --> 00:23:17,400
if you're Outsourcing the
technology, someone in the team,
454
00:23:17,400 --> 00:23:20,600
still needs to own that process.
Yes, and that's where they go
455
00:23:20,600 --> 00:23:22,000
wrong.
So many times is all, just
456
00:23:22,000 --> 00:23:24,100
Outsource it.
Well, you really can't Outsource
457
00:23:24,100 --> 00:23:26,800
the management of that that
still has to be on your core
458
00:23:26,800 --> 00:23:28,800
team.
And if you haven't hired that
459
00:23:28,800 --> 00:23:30,600
person, well then that that's
value.
460
00:23:30,600 --> 00:23:32,400
That's not there if you have
hired it.
461
00:23:32,400 --> 00:23:34,300
Well, that's value that you
should be getting credit for
462
00:23:34,300 --> 00:23:36,100
because that's a very important
role.
463
00:23:36,400 --> 00:23:39,300
And so I look for a complete
team to people in the very early
464
00:23:39,300 --> 00:23:43,200
stages to launch these
businesses because it's just a
465
00:23:43,200 --> 00:23:46,200
tremendous amount of work and
even for two people is
466
00:23:46,200 --> 00:23:48,700
tremendous amount.
So you have to have the right
467
00:23:48,700 --> 00:23:52,700
people there. 100% definitely
agree with you on this one.
468
00:23:53,100 --> 00:23:57,300
And on this agreeable note,
let's move on to the very last
469
00:23:57,300 --> 00:24:00,300
question of today's episode,
which is a call to action.
470
00:24:00,300 --> 00:24:04,200
So morning after this episode is
over after the last two words
471
00:24:04,200 --> 00:24:06,500
are said, would you want to
listen to do?
472
00:24:08,300 --> 00:24:11,700
If you're a startup founder and
you want to raise funding, go to
473
00:24:11,700 --> 00:24:17,000
10 Capital dot group, gr oup and
look us up and see if for a good
474
00:24:17,000 --> 00:24:19,800
fit.
If you run out of network, let's
475
00:24:19,800 --> 00:24:21,500
get a call.
Going in, glad to talk with you
476
00:24:21,500 --> 00:24:24,300
about it.
If you're a startup investor and
477
00:24:24,300 --> 00:24:27,000
you're looking for deal flow or
you are looking for members, for
478
00:24:27,000 --> 00:24:30,300
your group, is an angel group or
a limited partners for your
479
00:24:30,300 --> 00:24:33,200
fund, go to the same place to
stay in capital dot group.
480
00:24:33,200 --> 00:24:35,900
There's a place for investors
and we'll be glad to help you
481
00:24:35,900 --> 00:24:38,600
find more.
People for your group itself.
482
00:24:38,600 --> 00:24:42,400
So we call it, funding is a
service and it's helping all
483
00:24:42,400 --> 00:24:46,300
elements of the ecosystem, not
just one, the startup, the angel
484
00:24:46,300 --> 00:24:51,100
group leader, and the VC fund
manager, we help at every stage
485
00:24:51,100 --> 00:24:55,200
of the way looking forward to
seeing you on our website, what
486
00:24:55,200 --> 00:24:57,900
you said, VC fund manager.
So you helped facies fundraise
487
00:24:57,900 --> 00:25:00,200
as well.
Well, we help them find limited
488
00:25:00,200 --> 00:25:03,300
partners and primarily because
raising funding from family
489
00:25:03,300 --> 00:25:07,200
offices.
And so many funds now are Sub
490
00:25:07,200 --> 00:25:10,300
100 million dollar funds, so
they really aren't raising from
491
00:25:10,300 --> 00:25:15,100
pensions in that category and
they're looking for, you know,
492
00:25:15,100 --> 00:25:17,700
more limited partners.
And so, there are many, many
493
00:25:17,700 --> 00:25:21,700
family offices that want to be
in the funds there.
494
00:25:21,700 --> 00:25:26,300
Like I said before, there was a
move to get away from fun fees,
495
00:25:26,300 --> 00:25:28,700
and go direct.
And I think some family offices
496
00:25:28,700 --> 00:25:32,600
are successful.
At that, I found if the area is
497
00:25:32,600 --> 00:25:35,500
clear and you can find deal flow
and you understand the space.
498
00:25:35,500 --> 00:25:37,300
Well then you can invest your
Directly.
499
00:25:37,600 --> 00:25:39,300
But there are many spaces that
are not.
500
00:25:39,300 --> 00:25:41,400
That clear.
Blockchain is a good example of
501
00:25:41,400 --> 00:25:46,300
that today and you can't find a
good deals or value.
502
00:25:46,300 --> 00:25:47,300
Mm.
So a very well.
503
00:25:47,300 --> 00:25:49,700
And there, it makes sense to go
through a fund.
504
00:25:49,700 --> 00:25:51,800
And you're part of a larger
group and get the
505
00:25:51,800 --> 00:25:55,600
diversification benefits that
come from that 100% quite
506
00:25:55,600 --> 00:25:59,100
frequently family office cannot
spend their entire time working
507
00:25:59,100 --> 00:26:01,100
on that.
So yes investing funds to us
508
00:26:01,100 --> 00:26:05,300
make sense for them quite
frequently that is awesome for
509
00:26:05,400 --> 00:26:09,300
2% of the investors.
In bear in mind for ten Capital
510
00:26:09,300 --> 00:26:12,700
network, if you're looking for a
moral piece, definitely check
511
00:26:12,700 --> 00:26:14,200
them out.
I'm going to make sure to leave
512
00:26:14,200 --> 00:26:15,900
a link in the description of
this episode.
513
00:26:16,200 --> 00:26:21,000
Same thing goes to the rest 97%
of the founders and 1% is random
514
00:26:21,000 --> 00:26:24,500
people, but I'll leave all the
links in the description of this
515
00:26:24,500 --> 00:26:26,300
episode.
And of course, there's going to
516
00:26:26,300 --> 00:26:31,000
be Shameless plug in off our
course, which is focused on same
517
00:26:31,000 --> 00:26:34,800
thing as sine Capital network.
But you have to self educate
518
00:26:34,800 --> 00:26:38,600
yourself through Reading.
Through all our guidelines.
519
00:26:39,000 --> 00:26:41,200
And yeah, that's gonna be my
call to action.
520
00:26:41,200 --> 00:26:42,800
Check out the description of
this episode's.
521
00:26:42,800 --> 00:26:46,600
Bunch of links are going to be
in there, and as usually have a
522
00:26:46,600 --> 00:26:47,500
good day.
00:00:05,200 --> 00:00:07,800
They're releasing to fundraising
video a podcast about
2
00:00:07,800 --> 00:00:11,400
fundraising for early-stage
startups, the major rule that we
3
00:00:11,400 --> 00:00:14,600
follow here is no bullshit on
this podcast.
4
00:00:14,600 --> 00:00:17,100
No music to relax.
You know, advertisements of our
5
00:00:17,100 --> 00:00:19,600
sponsors.
We only talk about fundraising
6
00:00:19,600 --> 00:00:23,000
here and nothing else.
So let's jump into the episode
7
00:00:23,100 --> 00:00:26,000
and today is a guest speaker.
We have whole Martin, founder of
8
00:00:26,000 --> 00:00:29,800
10 capital and in this episode,
he will talk about what time
9
00:00:30,000 --> 00:00:33,000
Capital is how he has managed to
spun out three.
10
00:00:33,000 --> 00:00:36,800
Angel networks in Texas.
And what does it even mean to
11
00:00:36,900 --> 00:00:39,900
spin out and Angel Network?
And at the end of the episode,
12
00:00:39,900 --> 00:00:42,900
we're going to touch on to some
legal details of fundraising and
13
00:00:42,900 --> 00:00:45,400
more specifically.
When does it make sense to start
14
00:00:45,400 --> 00:00:47,300
a c-corporation versus and then
we'll see.
15
00:00:47,600 --> 00:00:51,100
And when does it actually make
sense to start an LLC and then
16
00:00:51,100 --> 00:00:55,400
convert it to the C corporation?
So Martin, let's kick it off by
17
00:00:55,400 --> 00:00:58,400
you, giving us some background
on yourself and on 10 capital,
18
00:00:59,500 --> 00:01:03,900
great, thanks for having me.
My background is I actually went
19
00:01:03,900 --> 00:01:08,200
to Austin and work for a
high-tech company for about 20
20
00:01:08,200 --> 00:01:10,900
years and they went IPO.
So I started doing Angel
21
00:01:10,900 --> 00:01:13,900
Investing after that and we had
an Angel Network in Austin.
22
00:01:13,900 --> 00:01:17,900
Back in the 95 to 2000 era went
and joined the group because I
23
00:01:17,900 --> 00:01:20,200
wanted to learn how to do Angel
Investing.
24
00:01:20,200 --> 00:01:23,600
And I found that the best way to
do that is to work with other
25
00:01:23,600 --> 00:01:25,500
investors.
Share the deal flow and the due
26
00:01:25,500 --> 00:01:28,000
diligence.
So I joined the group and best
27
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in the deal and then I lost all
my money and show you realize,
28
00:01:31,700 --> 00:01:34,300
well, this is not as easy as it
looks, it takes a lot more
29
00:01:34,300 --> 00:01:36,900
skill.
And that group lasted for about
30
00:01:36,900 --> 00:01:39,900
six years, it ran from 95 to
2001.
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There were tied to the.com world
and when that went away, they
32
00:01:42,700 --> 00:01:45,300
went away with it.
We didn't have an Angel Network
33
00:01:45,300 --> 00:01:48,000
for several years and thin in
2006.
34
00:01:48,000 --> 00:01:49,600
The city did a restart and they
called it.
35
00:01:49,600 --> 00:01:51,900
The central Texas Angel Network
here in Austin.
36
00:01:52,300 --> 00:01:54,700
So I signed up as the first
member and when you do that,
37
00:01:54,900 --> 00:01:57,000
you're the first member in the
group, you're automatically on
38
00:01:57,000 --> 00:01:58,500
the board in charge of
membership.
39
00:01:58,500 --> 00:02:01,800
It's a Eight honor, no pay.
But it's a great honor to go and
40
00:02:01,800 --> 00:02:04,400
help recruit people.
And so, I did that I recruited
41
00:02:04,400 --> 00:02:07,300
about 50 members in to the
group, I was always an early
42
00:02:07,300 --> 00:02:10,600
stage guy, always wanted to help
early stage companies, as I
43
00:02:10,600 --> 00:02:12,900
thought Innovation and
Entrepreneurship, where really
44
00:02:12,900 --> 00:02:16,000
the answers to most most of
society's problems.
45
00:02:16,000 --> 00:02:19,800
And so I always fostered that
and after a couple of months of
46
00:02:20,100 --> 00:02:22,900
recruiting, I lost our director.
So I became the director and I
47
00:02:22,900 --> 00:02:27,000
let it for the first two years,
which we got a 33 x return from
48
00:02:27,000 --> 00:02:28,800
that, 5 million invested by
those.
49
00:02:29,200 --> 00:02:31,600
Investors.
So, it was a great win for the
50
00:02:31,600 --> 00:02:33,400
group and really propelled it
onward.
51
00:02:33,700 --> 00:02:37,100
And then I got a call from my
undergraduate University Baylor
52
00:02:37,600 --> 00:02:41,200
and they want an Angel Network
out of the Alumni Association.
53
00:02:41,400 --> 00:02:44,200
And when you do an Angel Network
out of a university, the
54
00:02:44,200 --> 00:02:46,500
Dynamics are a little bit
different, it's less about
55
00:02:46,500 --> 00:02:49,600
making money and more about
student experience and job
56
00:02:49,600 --> 00:02:51,800
placement and giving back to the
university.
57
00:02:51,800 --> 00:02:54,800
So I help them start that group
and it's still a member to that
58
00:02:54,800 --> 00:02:58,700
group to till this day and have
had a great time with it, even
59
00:02:58,700 --> 00:03:00,600
though it's a little Little bit
of a different game, they're a
60
00:03:00,608 --> 00:03:02,700
lot more mentorship goes into
that.
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00:03:02,900 --> 00:03:05,600
And then I helped start an angel
group in a county north of
62
00:03:05,600 --> 00:03:09,200
Austin called Williamson County
called the Wilco Angel Network.
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00:03:09,200 --> 00:03:13,600
And we did deal flow there for
many years as well.
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00:03:13,700 --> 00:03:17,300
So it is starting three Angel
networks and about 2009 I was
65
00:03:17,600 --> 00:03:20,400
thinking about my second career,
I've been at that company for
66
00:03:20,400 --> 00:03:24,300
about 20 years, 24 years, as a
matter of fact and thought well
67
00:03:24,500 --> 00:03:27,200
what was the happiest time I had
in the company and the happiest
68
00:03:27,200 --> 00:03:30,800
time was back when it was just
starting Was in the early days I
69
00:03:30,808 --> 00:03:32,900
said well I want to get back to
the early stage world.
70
00:03:32,900 --> 00:03:35,100
How do I do that?
And I found I was having more
71
00:03:35,100 --> 00:03:37,900
fun with the Angel Investing
than I was with the work.
72
00:03:37,900 --> 00:03:42,500
And so I left the company and
started my own firm called
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00:03:42,700 --> 00:03:46,000
Texas, entrepreneurs Network and
we were helping with capital
74
00:03:46,000 --> 00:03:49,700
formation and helping starts
find that in the early days and
75
00:03:49,700 --> 00:03:52,900
did that for several years until
we kept growing our investor
76
00:03:52,900 --> 00:03:54,700
Network which were originally
Texas.
77
00:03:54,700 --> 00:03:57,700
Angels and thin, they were
Angels across the country and
78
00:03:57,700 --> 00:04:01,200
then from 2010 to And 15.
I went to the Bay Area and to
79
00:04:01,200 --> 00:04:04,500
New York to find a venture
capital because that's where
80
00:04:04,500 --> 00:04:07,500
most similar located.
And then 2016, it had a whole
81
00:04:07,500 --> 00:04:10,000
bunch of family offices coming
to my network because they
82
00:04:10,000 --> 00:04:13,600
wanted to go direct.
And by 2017, I started getting
83
00:04:13,600 --> 00:04:15,900
calls from outside of Texas.
Wanting access to our investor
84
00:04:15,900 --> 00:04:18,200
Network.
So you change the name from
85
00:04:18,200 --> 00:04:21,200
Texas on a network of ten
Capital that's what ten stands
86
00:04:21,200 --> 00:04:23,300
for and started working around
the country.
87
00:04:23,600 --> 00:04:25,600
And at heart, we were doing
investor relations.
88
00:04:25,600 --> 00:04:30,000
And introductions I decide not
to be a broker because I was
89
00:04:30,000 --> 00:04:33,900
going to lose a substantial part
of my network, many VC, funds.
90
00:04:33,900 --> 00:04:36,900
Most Angel groups don't let
brokers in the deal so what had
91
00:04:36,900 --> 00:04:41,000
to go in another Direction and
so we help startups find
92
00:04:41,000 --> 00:04:44,700
investors, we help Angel groups,
find members and we help VC
93
00:04:44,700 --> 00:04:47,800
funds find limited partners and
so we're just doing Connections
94
00:04:47,800 --> 00:04:51,200
in introductions to do that,
right?
95
00:04:51,200 --> 00:04:53,700
So let's talk a little more
details about.
96
00:04:54,000 --> 00:04:56,000
What does it mean?
Just being out the network, they
97
00:04:56,000 --> 00:04:58,500
enjoy my work.
You've touched on to it quite a
98
00:04:58,500 --> 00:05:02,500
bit in your Your introduction.
But technically speaking would
99
00:05:02,500 --> 00:05:07,200
is an Angel Network.
Its is it a company?
100
00:05:07,200 --> 00:05:10,300
Is it formed as an LLC, as a
c-corporation?
101
00:05:10,300 --> 00:05:13,500
How is it legally formulas start
with that and then move on in
102
00:05:13,500 --> 00:05:17,400
that direction.
So most Angel groups back when I
103
00:05:17,400 --> 00:05:21,700
started would form a,
not-for-profit organization, and
104
00:05:21,700 --> 00:05:26,000
that just meant you were going
to be either a not-for-profit
105
00:05:26,000 --> 00:05:31,000
charity, or you were going to be
a Trade Organization But you
106
00:05:31,000 --> 00:05:34,900
didn't have to go file with the
IRS to get a true nonprofit
107
00:05:34,900 --> 00:05:38,400
status, and if you're doing any
investment inside the group,
108
00:05:38,400 --> 00:05:42,200
then you really can't do that.
You really had to file an LLC.
109
00:05:42,500 --> 00:05:45,400
So most Angel groups were really
just llc's and you have to pay
110
00:05:45,400 --> 00:05:48,600
taxes on the, on the business of
which there is not a big thing,
111
00:05:48,600 --> 00:05:50,600
as well.
Since then, a lot of Angel
112
00:05:50,600 --> 00:05:53,500
groups have decided to separate
out the investment.
113
00:05:53,500 --> 00:05:57,900
So the core leadership of the
group that runs it, they just do
114
00:05:57,900 --> 00:06:01,000
all the investment out.
Side of it, not inside of it and
115
00:06:01,000 --> 00:06:04,900
they just treat it more like a
trade Association and so many
116
00:06:04,900 --> 00:06:10,700
are able to get use an LLC or a
not-for-profit LLC in order to
117
00:06:10,700 --> 00:06:13,400
get the nonprofit status going
forward.
118
00:06:13,600 --> 00:06:17,200
And so, you typically don't have
a c-corporation, the money is
119
00:06:17,200 --> 00:06:20,300
mostly in the Investments that
the members make not in the
120
00:06:20,300 --> 00:06:23,200
organization itself.
Sometimes I'll have a fun, we'll
121
00:06:23,200 --> 00:06:26,600
just create a separate LLC for
the fund to take care of that.
122
00:06:28,100 --> 00:06:30,400
Gaucho understood.
So for investors, it's quite
123
00:06:30,400 --> 00:06:33,000
obvious.
What you get for Founders?
124
00:06:33,000 --> 00:06:34,900
It's quite obvious.
What you get which is you know,
125
00:06:34,900 --> 00:06:39,900
more exposure to more investors.
What about the people who lead
126
00:06:39,900 --> 00:06:41,700
it?
I'm just wondering you what's
127
00:06:41,700 --> 00:06:44,600
their purpose of doing it.
If sometimes ordered in most
128
00:06:44,600 --> 00:06:48,600
cases, they don't get a
management fee or anything, any
129
00:06:48,600 --> 00:06:52,700
kind of incentive.
So what makes them deal with all
130
00:06:52,700 --> 00:06:55,100
this stuff?
Which is a lot of organizational
131
00:06:55,100 --> 00:06:58,500
stuff.
So most Angel groups are Led by
132
00:06:58,500 --> 00:07:01,300
people that have a passion for
the early stage or for the
133
00:07:01,300 --> 00:07:06,800
startup and some cases, they
really don't need the salary
134
00:07:06,800 --> 00:07:08,800
that goes with it.
Although nobody likes to work
135
00:07:08,800 --> 00:07:11,300
for free.
So they do it for the passion of
136
00:07:11,300 --> 00:07:12,300
it.
For the most part.
137
00:07:12,300 --> 00:07:16,400
You don't get Super Rich running
Angel networks from a management
138
00:07:16,400 --> 00:07:19,600
point of view because it's
basically a networking group.
139
00:07:19,800 --> 00:07:22,900
And that's what one reason a lot
of people joined is they wanted
140
00:07:22,900 --> 00:07:25,500
to expand their Network and
that's a great way to meet a.
141
00:07:25,500 --> 00:07:28,500
Lot of people in a short amount
of time both Startups and
142
00:07:28,500 --> 00:07:31,400
investors is to lead an Angel
Network and found.
143
00:07:31,400 --> 00:07:33,800
Many people would come on and
take the role, especially
144
00:07:33,800 --> 00:07:37,600
program directors and deal flow
directors because it's it's in a
145
00:07:37,608 --> 00:07:41,300
high traffic area and you just
build your network that goes
146
00:07:41,300 --> 00:07:45,200
with it and from there, you jump
to maybe your own other, your
147
00:07:45,200 --> 00:07:48,100
own business doing something
that just requires that.
148
00:07:48,100 --> 00:07:51,800
You do note know people in the
community, right?
149
00:07:51,800 --> 00:07:53,300
That's definitely one way to do
it.
150
00:07:53,300 --> 00:07:56,900
Another way to do is run a
podcast about fundraising for
151
00:07:57,000 --> 00:08:00,100
three years.
So it's your call people.
152
00:08:01,200 --> 00:08:02,700
But yeah, that sounds quite
interesting.
153
00:08:02,700 --> 00:08:06,300
So eventually it has transformed
into something that you call the
154
00:08:06,300 --> 00:08:09,600
tank Capital network and on our
Queen to call, you have told me
155
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quite a bit about it and I would
like to focus on a few major
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things here.
One of which is the fact that
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you are not a broker-dealer
because a lot of these as you
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said or not really allowed to
have broker-dealers involved in
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their deals for understandable.
Reasons, can you tell a bit more
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to the founders?
Listen to this one.
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Does it mean to be a
broker-dealer or not to be a
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broker-dealer?
What kind of limitations do you
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have now that you are not
registered broker-dealer?
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All right.
So, yes, as you see is sighted
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two or the finra group inside
SEC.
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Has decided to anoint, certain
people with the ability to go
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and actually do transactions,
which is private stock sales and
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but they have to apply certain
compliance to it.
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You have to make certain checks
before you allow the transaction
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to go through.
And if you do that well then you
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can actually take a That goes
with it and you have to go
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through audits.
Every year they go.
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Every wants to check your
transactions to make sure you're
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doing it correctly.
We want to check to see that
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you're doing it in a in within
compliance requirements that
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they have.
And is people that have gained a
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license to actually do these
transactions and stars go to
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them because they want to find
funding or get help with it.
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And so they pay the broker a
fee.
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Typically, there's a little bit
up front and Then there's a
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success fee on the backend.
Some percent 510 percent that
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they pay the funds.
They raise that came through,
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the broker is what they do.
And like I say, VC funds don't
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have the ability to take deals
that go through them because
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they have Clauses in their fun
documents that basically say you
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can't pay anybody else.
Anything to find the deals
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because we're paying you to go
find the deals and so you can't
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Outsource that and so that's why
Brokers can't.
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Used by VC funds but basically
this people that provide the
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compliance work and they can
transact those deals.
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Gotcha.
Perfect.
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And to be easily for Founder's.
The only difference is that
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there is no such thing as a
success fee.
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Unless the company is a
registered broker-dealer.
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Correct.
This right.
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You know, you have to be a
broker-dealer to charge a
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success fee and that's that's a
pretty Sticky Wicket to get
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around.
If I you partner with the firm,
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It has a broker-dealer, you must
be yourself a compliant and that
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requires taking up several
compliance tests.
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You have to have certain
proficiencies and pass certain
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exams in order to do.
So, as well, Personal condition.
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Here, don't deal with registered
broker-dealers.
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It's not worth it in.
Most cases, it is not, but in
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your case morning, you're not
want.
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So you charge just the fixed fee
per month and on our print
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recall, you have mentioned that
it's two thousand dollars per
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month for our listeners out
there.
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And when does it make sense to
reach out to someone like
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yourself and, you know, ask for
a supports in their fundraising.
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So whenever you're fundraising
you should always leverage your
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network.
Work.
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First, you always want to make
sure that your group is
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supporting you and you put money
in and then you start drawing
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the circle.
Wider at some point, you'll run
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out of network.
And when you do, that's when you
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call us, and that's how we went
National, as I was getting calls
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from Seattle Chicago and other
places saying have talked to
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everybody, in my city, I've run
out of investors, I need more
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investors and that's when you
come to us is that will help you
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find more investors.
I do think that most startups
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should have a national
perspective on their fundraise
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from day.
One.
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The days of just raising money
from your local group.
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Only is really not possible
because, you know, your
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investors local, you're looking
nationally as well for the best
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deal.
Not just the best local deal.
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And so you have to start
thinking, where am I going to
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find more investors and we can
help help with that.
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Part of it is to get you
connected to more accredited
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investors, right?
So my major concern with
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companies like ten capital or
any companies to be fair.
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That's Thomas to connect them or
founders with investors for fee.
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Is that they're biased,
obviously?
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Because it's their customer and
it's the customer who pays
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rather than to be seized.
Is there a problem with that or
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do you think that we seized
don't really care much about
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where that's introduction is
coming from?
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Well, the way I look at it is
the company's paying a fee to
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get access to the investors
because the alternative is they
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go to their Network and they get
a friend of a friend to make an
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introduction and that that's
possible to us.
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Certain extent, but eventually
it can wear you down to try to
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leverage that much and again
your network does come to an end
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at some point, the VC or the
angel on the other side of that
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table, their job is to do the
due diligence and actually put
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the money in.
So they're not getting off free
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here.
There is still work to be done.
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So we're just trying to take
some of the cost out of it and
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try to make put some efficiency
into the process of capital
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formation and at a price that is
more startup friendly.
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There are many many groups That
would charge very high fees, but
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we don't think that you really
need to charge those fees in
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order to make it work.
Right, absolutely debatable
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subject.
Not gonna go into this one
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because we don't have enough
time, but let's talk about when
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it makes sense for for a
start-up founder to reach out to
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someone, like yourself as you
mentioned.
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You know, one of the reasons is
you run out of investors in your
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city as a person who lives in
San Francisco.
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I cannot imagine that, but to be
fair.
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Yeah, they're obviously CDs like
that, you know, smaller than
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Sanford.
Esco and less populated with
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investors, but now that
everything is online, do you
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think it is still possible to
run out of investors because you
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don't you don't care where they
are in the United States.
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You can reach out to anyone and
I've interviewed hundreds of
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investors during the pandemic
and none of them seem to care
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where the founder is actually
from, I think the pandemic
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certainly put everything online
and actually accelerated the
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move to a national perspective.
Like I was talking about a
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moment ago, one of the
challenges that you have to
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realize is that, you know, when
I started the sea, can group in
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Austin, back in 2006, they were
generalist.
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They were basically look at any
deal that was just in their
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backyard.
We would look at a gaming deal.
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Turn around.
Look at a biotech and then turn
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around.
Look at it.
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I T's a still all in one
evening, but as time is going
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gone.
Forward, many of those groups
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are becoming more You'll see
that when these as well when
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they start to look for becomes
very specific and very narrow
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and that's why they can't just
look locally.
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They have to look nationally and
so because it's such a long tail
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there.
You have to really look
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nationally for your the right
investor that matches your deal.
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And one of the things we do with
startups in one reason, why they
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come to us, is we do, what's
called repositioning, take your
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deal and I found you can take
any deal and you can position it
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for three, four, five, six,
different kinds of Ders.
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If it's a SAS deal.
Well, there are certain SAS
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metrics that SAS investors look
for let's put that on the front
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and position it.
If it's an edtech deal with
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there, certain things that they
look for.
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Let's put that up there, and
let's position it for that, and
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if it has an impact in there,
well then you can position it
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yet a third way and it's
important to do positioning
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because you have to think about
your audience.
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In this case, the investors were
they looking for and make
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yourself relevant to them.
And in many cases, you can make
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yourself relevant to many, many
more groups.
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If you think along the lines of
not just one size, fits all, but
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I'm going to make this specific
to each investor group that I go
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to.
And like I say we have six seven
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positions we do for any deal
that comes to us and we also
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help them with their documents.
Many of them actually need a bit
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more help on the documents
itself and and pitching as well.
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They have what I call the curse
of knowledge which is they're so
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close to it that they assume too
many things.
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And so I'll eat I'll watch it.
A pitch, and I'll have to go
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back and say, well, that's
great.
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But what do you do?
So you have to go through and
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make sure that your mate, you're
making those things clear and we
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help a lot of people in that
direction as well.
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Right.
Yeah.
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And as quite important,
especially for Founders who
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don't have much experience
fundraising.
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That is definitely where
advisors and companies like ten
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Capital Network, can help quite
a bit.
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So, let's talk about some legal
stuff, which I have promised
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where you can cover at the end
of this episode.
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00:16:38,100 --> 00:16:42,600
We're closer to the end of this
episode which has when to start
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an LLC and then convert it to a
c-corporation.
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I work for first base, which is
a start-up out of Y combinator.
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Which specializes in
incorporating companies in the
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US.
So, I've seen quite a few of
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those cases where Founders reach
out to us and ask us to convert
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an LLC that we have created
earlier and convert it into C
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corporation because they have
found an investor.
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00:17:04,800 --> 00:17:07,800
You Martin said that it
sometimes might make sense to do
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00:17:07,800 --> 00:17:10,200
that on purpose.
Even if you know that in the
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future, you might be raising
Capital, can you elaborate a
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00:17:13,108 --> 00:17:15,300
little bit on that idea?
Why do you think it makes sense
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to do that?
I find that many May startups
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even.
Cecil co-founders are going
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00:17:21,500 --> 00:17:24,099
through several iterations on a
business.
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00:17:24,099 --> 00:17:26,900
They'll start a business and it
doesn't work, and so, they
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00:17:26,900 --> 00:17:29,100
quickly drop it and they go to
the next one.
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00:17:29,100 --> 00:17:32,300
And so, it can be kind of
expensive to start with a
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Delaware.
See on every every single idea
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you have, it's best to start
with something simpler like an
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00:17:39,400 --> 00:17:42,500
LLC.
There's cost is lower seizure
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00:17:42,500 --> 00:17:45,100
put together as a couple hundred
dollars with the secretary of
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00:17:45,100 --> 00:17:47,000
state.
So it's easier to spin up and
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00:17:47,000 --> 00:17:49,800
have a legal entity.
You do have to have an To do in
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00:17:49,800 --> 00:17:53,500
order to raise funding open a
bank account and do a lot of the
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00:17:53,500 --> 00:17:56,600
basic things that go on.
But as you go forward and you
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00:17:56,600 --> 00:18:00,200
start to move to venture capital
funding at that point, they're
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00:18:00,200 --> 00:18:03,600
going to want a Delaware.
See and when if and when you get
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00:18:03,600 --> 00:18:06,400
to that stage, well that's when
you convert from an LLC to a
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00:18:06,400 --> 00:18:09,300
Delaware, see it's very easy to
go from an LLC to a
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c-corporation.
It's very hard to go from the C
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corporation back to an LLC.
And my role is when there's an
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00:18:15,800 --> 00:18:19,100
investor they're ready to invest
in your business and pay for the
355
00:18:19,100 --> 00:18:19,700
conversion.
Jean.
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00:18:19,700 --> 00:18:22,000
Well, that's when we do it.
And so you're always open to the
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00:18:22,000 --> 00:18:25,600
investors saying I'm an LLC but
happy to move to a c-corporation
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00:18:25,600 --> 00:18:28,200
upon funding will be glad to do
that.
359
00:18:28,200 --> 00:18:32,200
And the other issue is VCS over
their documents are based on C
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00:18:32,200 --> 00:18:34,900
corporations and they're not
changing it for you.
361
00:18:34,900 --> 00:18:38,700
So if you do get Venture Capital
funding coming in, you will be
362
00:18:38,700 --> 00:18:40,900
converting, but that's very
standard.
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00:18:40,900 --> 00:18:43,200
There's a lot of benefits that
come with that as well.
364
00:18:43,500 --> 00:18:45,200
So that's why we want to start
with LLC.
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00:18:45,200 --> 00:18:48,600
Is that not every deal, or every
business you start even if
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00:18:48,600 --> 00:18:52,200
you're successful Is going to be
the one you want to carry
367
00:18:52,200 --> 00:18:56,400
forward, and as LLC is just a
lot lighter and cheaper, in
368
00:18:56,400 --> 00:18:59,600
order to do that
experimentation, right?
369
00:18:59,600 --> 00:19:02,700
That is actually good points.
My aunts recommendation is,
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00:19:03,000 --> 00:19:06,000
don't start with a legal entity
at all, unless you start seeing
371
00:19:06,000 --> 00:19:08,900
some profits coming in or you
just need to do it for tax
372
00:19:08,900 --> 00:19:10,200
purposes.
Sure thing.
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Go for it.
Otherwise it's a hassle quite
374
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frequently not worth it.
Because as morning, you said
375
00:19:17,100 --> 00:19:19,400
most ideas need to be revised
numbers.
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00:19:19,500 --> 00:19:21,600
Times.
Some of them are just not going
377
00:19:21,600 --> 00:19:24,300
to work in any shape or form and
you just have to close the
378
00:19:24,300 --> 00:19:25,600
company.
So, it doesn't really make sense
379
00:19:25,600 --> 00:19:28,700
to open and close, open and
close, open and close might as
380
00:19:28,700 --> 00:19:33,200
well not open at all until you
think that it is viable.
381
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So let's go on to the next
subject which I really, really
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wanted to cover in this episode,
which you have mentioned on our
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pre-interview call reaches the
rule of four for your valuation
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strategy.
Can you tell us a little more
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about that rule would does it
mean end?
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Don't you think Founders
should've LED their startups
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here?
So I came up with the idea of a
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00:19:54,600 --> 00:19:57,100
rule of four.
It's been around for a while but
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I found that many, many startups
struggle with uation.
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How should I value my business?
And you know, the wrong answer
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is to think about how much you
want to own at the end of the
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process.
And then try to figure out how
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to make your business work that.
And I think the right answer is
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to articulate all the values
that are in the business today.
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And so I came up with the idea
of that, for every one of these
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four things, give yourself one.
Million dollars evaluation if
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you have it fully installed.
And that sells that steam that's
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product.
And that's intellectual
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00:20:27,300 --> 00:20:30,300
property, those four things.
So if my sales is completely
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installed, everything's working
and got a recurring Revenue, I
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got all the everything's
clicking, give myself a million
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dollars.
If on the other hand I have a
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few beta cells and so forth.
Well maybe I give myself three
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hundred thousand dollars, you
know, something less and then if
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00:20:44,100 --> 00:20:47,600
the team everybody's in place or
beige working a million dollars,
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00:20:47,600 --> 00:20:49,400
well maybe only have half the
team in place.
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I'm still looking for the other
half will give myself five
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00:20:51,800 --> 00:20:54,800
hundred thousand and then you
apply that to the product is it
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shipping?
Is it working million?
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00:20:57,000 --> 00:21:01,500
If it's a not, not fully there,
let's make it less and same
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thing for intellectual property,
if I've got been awarded the
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00:21:03,800 --> 00:21:06,900
patents and everything's in
place million dollars, if I have
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00:21:06,900 --> 00:21:10,200
three provisionals file will,
St, myself, 200,000 for that.
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And the idea is, you're actually
looking at the values in the
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business and putting a price tag
on it and then you add them up
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and the most you can come out
with is about 4 million dollars.
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Hours.
And for early-stage companies,
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that that's where most
businesses really are.
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00:21:24,000 --> 00:21:27,000
There are some that are on the
Unicorn track and they're,
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00:21:27,000 --> 00:21:29,700
they're going to be trying to do
a high-velocity moved.
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00:21:29,700 --> 00:21:31,800
There may be a different game
there.
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But when you go to an investor
no matter what number the
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00:21:34,900 --> 00:21:37,400
startup puts out there for
evaluation, the investor is
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going to push back into going to
ask how did you get to that?
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00:21:40,500 --> 00:21:43,000
And the winning answer is the
one that can go through.
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00:21:43,000 --> 00:21:46,200
And clearly articulate, the
values that are in the business
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00:21:46,200 --> 00:21:49,300
and come up with a number that
the investor would say.
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00:21:49,500 --> 00:21:52,800
Yet that's probably how much
it's going to be worth and you
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00:21:52,800 --> 00:21:56,100
can get to negotiation faster
with that.
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00:21:56,300 --> 00:21:58,000
And it's the back of the
envelope one.
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00:21:58,000 --> 00:22:00,900
You can also find comps and
other things that go on, but
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00:22:00,900 --> 00:22:04,700
those things can be hard to find
in hard to get agreement upon
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00:22:05,000 --> 00:22:07,400
what's in the business.
Today is one of the best things
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00:22:07,400 --> 00:22:11,800
to use to get alignment with the
investor, right?
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00:22:11,800 --> 00:22:14,500
That's very true.
And again, most early stage
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00:22:14,500 --> 00:22:17,400
rounds are not priced.
You just need evaluation to
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00:22:17,400 --> 00:22:22,400
establish a Valuation cap, which
is not always super important.
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00:22:22,400 --> 00:22:28,400
So, the rule definitely works a
love that rule probably disagree
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00:22:28,400 --> 00:22:32,300
with a patent part, but that's a
discussion for a different time.
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00:22:32,900 --> 00:22:37,300
One more question on that rule
of four in terms of valuation,
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00:22:37,600 --> 00:22:41,000
when you see that the whole team
is in place or half the team is
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00:22:41,000 --> 00:22:46,000
in place, what qualifies as the
full team being in place at the
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00:22:46,008 --> 00:22:49,000
very early stage, you know,
there's completed.
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00:22:49,500 --> 00:22:52,100
Team at all times in running a
business and that they're very
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00:22:52,100 --> 00:22:53,900
early stage.
There's somebody building it and
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00:22:53,900 --> 00:22:56,700
somebody selling it.
There's two people as you start
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00:22:56,700 --> 00:22:59,800
to grow and get Revenue, it goes
to three people as a complete
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00:22:59,800 --> 00:23:01,700
team, and we're talking about
the top levels team, the sea
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00:23:01,700 --> 00:23:04,500
level people in the business and
so that's what you're looking
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00:23:04,500 --> 00:23:07,000
for.
If I've got a Founder but I
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00:23:07,000 --> 00:23:10,600
don't have the co-founder yet.
I've got half a team in my mind.
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00:23:10,600 --> 00:23:13,800
You really need somebody that's
doing both sides of it and even
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00:23:13,800 --> 00:23:17,400
if you're Outsourcing the
technology, someone in the team,
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00:23:17,400 --> 00:23:20,600
still needs to own that process.
Yes, and that's where they go
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00:23:20,600 --> 00:23:22,000
wrong.
So many times is all, just
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00:23:22,000 --> 00:23:24,100
Outsource it.
Well, you really can't Outsource
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00:23:24,100 --> 00:23:26,800
the management of that that
still has to be on your core
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00:23:26,800 --> 00:23:28,800
team.
And if you haven't hired that
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00:23:28,800 --> 00:23:30,600
person, well then that that's
value.
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00:23:30,600 --> 00:23:32,400
That's not there if you have
hired it.
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00:23:32,400 --> 00:23:34,300
Well, that's value that you
should be getting credit for
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00:23:34,300 --> 00:23:36,100
because that's a very important
role.
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00:23:36,400 --> 00:23:39,300
And so I look for a complete
team to people in the very early
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00:23:39,300 --> 00:23:43,200
stages to launch these
businesses because it's just a
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00:23:43,200 --> 00:23:46,200
tremendous amount of work and
even for two people is
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00:23:46,200 --> 00:23:48,700
tremendous amount.
So you have to have the right
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00:23:48,700 --> 00:23:52,700
people there. 100% definitely
agree with you on this one.
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00:23:53,100 --> 00:23:57,300
And on this agreeable note,
let's move on to the very last
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00:23:57,300 --> 00:24:00,300
question of today's episode,
which is a call to action.
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00:24:00,300 --> 00:24:04,200
So morning after this episode is
over after the last two words
471
00:24:04,200 --> 00:24:06,500
are said, would you want to
listen to do?
472
00:24:08,300 --> 00:24:11,700
If you're a startup founder and
you want to raise funding, go to
473
00:24:11,700 --> 00:24:17,000
10 Capital dot group, gr oup and
look us up and see if for a good
474
00:24:17,000 --> 00:24:19,800
fit.
If you run out of network, let's
475
00:24:19,800 --> 00:24:21,500
get a call.
Going in, glad to talk with you
476
00:24:21,500 --> 00:24:24,300
about it.
If you're a startup investor and
477
00:24:24,300 --> 00:24:27,000
you're looking for deal flow or
you are looking for members, for
478
00:24:27,000 --> 00:24:30,300
your group, is an angel group or
a limited partners for your
479
00:24:30,300 --> 00:24:33,200
fund, go to the same place to
stay in capital dot group.
480
00:24:33,200 --> 00:24:35,900
There's a place for investors
and we'll be glad to help you
481
00:24:35,900 --> 00:24:38,600
find more.
People for your group itself.
482
00:24:38,600 --> 00:24:42,400
So we call it, funding is a
service and it's helping all
483
00:24:42,400 --> 00:24:46,300
elements of the ecosystem, not
just one, the startup, the angel
484
00:24:46,300 --> 00:24:51,100
group leader, and the VC fund
manager, we help at every stage
485
00:24:51,100 --> 00:24:55,200
of the way looking forward to
seeing you on our website, what
486
00:24:55,200 --> 00:24:57,900
you said, VC fund manager.
So you helped facies fundraise
487
00:24:57,900 --> 00:25:00,200
as well.
Well, we help them find limited
488
00:25:00,200 --> 00:25:03,300
partners and primarily because
raising funding from family
489
00:25:03,300 --> 00:25:07,200
offices.
And so many funds now are Sub
490
00:25:07,200 --> 00:25:10,300
100 million dollar funds, so
they really aren't raising from
491
00:25:10,300 --> 00:25:15,100
pensions in that category and
they're looking for, you know,
492
00:25:15,100 --> 00:25:17,700
more limited partners.
And so, there are many, many
493
00:25:17,700 --> 00:25:21,700
family offices that want to be
in the funds there.
494
00:25:21,700 --> 00:25:26,300
Like I said before, there was a
move to get away from fun fees,
495
00:25:26,300 --> 00:25:28,700
and go direct.
And I think some family offices
496
00:25:28,700 --> 00:25:32,600
are successful.
At that, I found if the area is
497
00:25:32,600 --> 00:25:35,500
clear and you can find deal flow
and you understand the space.
498
00:25:35,500 --> 00:25:37,300
Well then you can invest your
Directly.
499
00:25:37,600 --> 00:25:39,300
But there are many spaces that
are not.
500
00:25:39,300 --> 00:25:41,400
That clear.
Blockchain is a good example of
501
00:25:41,400 --> 00:25:46,300
that today and you can't find a
good deals or value.
502
00:25:46,300 --> 00:25:47,300
Mm.
So a very well.
503
00:25:47,300 --> 00:25:49,700
And there, it makes sense to go
through a fund.
504
00:25:49,700 --> 00:25:51,800
And you're part of a larger
group and get the
505
00:25:51,800 --> 00:25:55,600
diversification benefits that
come from that 100% quite
506
00:25:55,600 --> 00:25:59,100
frequently family office cannot
spend their entire time working
507
00:25:59,100 --> 00:26:01,100
on that.
So yes investing funds to us
508
00:26:01,100 --> 00:26:05,300
make sense for them quite
frequently that is awesome for
509
00:26:05,400 --> 00:26:09,300
2% of the investors.
In bear in mind for ten Capital
510
00:26:09,300 --> 00:26:12,700
network, if you're looking for a
moral piece, definitely check
511
00:26:12,700 --> 00:26:14,200
them out.
I'm going to make sure to leave
512
00:26:14,200 --> 00:26:15,900
a link in the description of
this episode.
513
00:26:16,200 --> 00:26:21,000
Same thing goes to the rest 97%
of the founders and 1% is random
514
00:26:21,000 --> 00:26:24,500
people, but I'll leave all the
links in the description of this
515
00:26:24,500 --> 00:26:26,300
episode.
And of course, there's going to
516
00:26:26,300 --> 00:26:31,000
be Shameless plug in off our
course, which is focused on same
517
00:26:31,000 --> 00:26:34,800
thing as sine Capital network.
But you have to self educate
518
00:26:34,800 --> 00:26:38,600
yourself through Reading.
Through all our guidelines.
519
00:26:39,000 --> 00:26:41,200
And yeah, that's gonna be my
call to action.
520
00:26:41,200 --> 00:26:42,800
Check out the description of
this episode's.
521
00:26:42,800 --> 00:26:46,600
Bunch of links are going to be
in there, and as usually have a
522
00:26:46,600 --> 00:26:47,500
good day.