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Soil Connect

SaaS platform providing dirt solutions and logistics for the construction industry 

Soil Connect is offering securities under both Regulation CF and Regulation D through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 2.50% of the number of securities sold. Investments made under both Regulation CF and Regulation D involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, this profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Launched SaaS platform in 2021 and scaled contracted annual run rate from $0 to $476K+ by end of year. Grew contracted annual run rate for e-Ticketing product by 74% QoQ from Q3 to Q4 '21, and achieved $105K new contracted annual run rate in December 2021.
  • Award-winning marketplace posting 222M+ gross cubic yards of soil 2019-2021. Struck partnerships to be exclusive dirt provider for leading industry associations (NUCA Colorado, Long Island Builders Association, BIA Ohio, UTCA NJ).
  • Raised $5M+ via leading institutional VCs and global industry strategics (CEMEX Ventures, Equipment Share, Suffolk Construction, ARCO/Murray, Romulus Capital, Heartland Ventures & TIA Ventures).
  • $40B is spent in the U.S. annually on the sourcing, movement and acquisition/disposal of dirt. The existing industry is made up of “dirt brokers” who may charge high commissions and may benefit off an opaque/fragmented market, leaving a gap for a modern-era, technology-enabled dirt brokerage & marketplace.
  • Experienced leadership team with success in the industry. Cliff Fetner (Founder/CEO) has 30+ years of construction experience. Jonathan Alvarado (CGO) was formerly National Head of Sales at TRUX. Daniel Fetner (Founder, Advisor) has 5+ years VC experience. Steve Eakin (Head of Technology) is a 3-time Founder/CTO (including exit) and has been in the startup ecosystem for 10+ years.

Fundraise Highlights

  • Total Amount Raised: US $2,350,980
  • Total Round Size: US $2,500,000
  • Raise Description:  Seed Plus
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  SAFE Note
  • Valuation Cap:  US $20,000,000
  • Offering Type:   Side by Side Offering

Soil Connect is a SaaS enabled marketplace that helps contractors and construction professionals track, transport, and acquire soil & aggregates.


Problem:  Every year in the U.S. there is about $40 billion spent on the sourcing, movement, and acquisition/disposal of dirt. Additionally, construction professionals working on excavation may face major soil management problems due to always having too much, or not enough, soil.

Soil Connect has three products:

 Soil Connect Marketplace – With 222M+ cubic yards posted, the award-winning dirt marketplace facilitates closer connections between construction professionals who have excess material and those who need material. The Marketplace provides customers with early knowledge of the supply and demand dynamics of dirt and aggregates. Marketplace users have saved on transport costs for projects and reduced their CO2 emissions, by finding materials closer to where they need them, when they need them.

 eTickets  The eTickets platform is built specifically for contractors and truckers. eTickets is an easy way to capture, track, and share the details of hauling materials from one destination to the next. eTickets eliminates the use of paper tickets, letting customers easily track loads, capture pictures of the materials, and obtain contactless signatures.

 eRegulatory(SM) / Compliance  This product provides customers with an online method to capture and track all required documents (e.g., State Manifest) digitally. In addition to the compliance form, our patent-pending eRegulatory product includes turn-by-turn tracking of the loads with both a map view and printed list.

Like many old school industries, the resourcing and movement of dirt hasn’t changed much. Soil Connect's suite of products brings buyers and sellers into today’s modern way of communicating and transacting. With a long term strategy of helping customers transition from offline to online, we believe we have the opportunity to disrupt a $40 billion industry.

Media Mentions

The Team

Founders and Officers

Cliff Fetner

Founder/CEO

Cliff is a third generation Energy Star builder/developer with decades of experience in the construction industry, most recently as the President of Jaco Builders. Cliff has worked a wide range of projects including multi-family and single family residential, as well as a number of CRE projects. Cliff has also served as the President of the Long Island Builders Institute (LIBI) and is an active member of the National Association of Home Builders.

Cliff Fetner

Founder/CEO

Cliff is a third generation Energy Star builder/developer with decades of experience in the construction industry, most recently as the President of Jaco Builders. Cliff has worked a wide range of projects including multi-family and single family residential, as well as a number of CRE projects. Cliff has also served as the President of the Long Island Builders Institute (LIBI) and is an active member of the National Association of Home Builders.

Steve Eakin

Head of Technology

As the Head of Technology, Steve is responsible for scaling the Soil Connect technology to ensure rapid growth. Most recently, Steve served as the Founder and CEO of Startup Black Belt, helping people build, grow, and scale their startups. Steve has held Sr. Technology roles at a variety of companies including Experian, Hearst, and Comixology (acquired by Amazon). Steve is a developer, tech architect, founder, tech exec, speaker, investor, advisor, and Jeet Kune Do black belt. He spends his days working with some of the world's most visionary founders and ground breaking startups.

Steve Eakin

Head of Technology

As the Head of Technology, Steve is responsible for scaling the Soil Connect technology to ensure rapid growth. Most recently, Steve served as the Founder and CEO of Startup Black Belt, helping people build, grow, and scale their startups. Steve has held Sr. Technology roles at a variety of companies including Experian, Hearst, and Comixology (acquired by Amazon). Steve is a developer, tech architect, founder, tech exec, speaker, investor, advisor, and Jeet Kune Do black belt. He spends his days working with some of the world's most visionary founders and ground breaking startups.

Jonathan is responsible for overseeing Soil Connect’s growth, revenue generation, business development, and customer acquisition and retention strategies. He is the lead thought-partner to the CEO, and plays a key fundraising role on the Leadership Team.

Most recently, Jonathan served as the National Vice President of Sales at TRUX (acquired by Vulcan Materials through their venture arm, Viking Ventures). During his tenure, he built and managed hyper-growth sales engines that grew sales by over 6,000 percent, helping to achieve profitability in less than three years. Prior to TRUX, Jonathan worked in sales and business development at StoneMakers Corporation, as interim Director of Sales and Business Development, followed by being named Assistant Director, leading a team that sold internationally

Jonathan Alvarado

CGO

Jonathan is responsible for overseeing Soil Connect’s growth, revenue generation, business development, and customer acquisition and retention strategies. He is the lead thought-partner to the CEO, and plays a key fundraising role on the Leadership Team.

Most recently, Jonathan served as the National Vice President of Sales at TRUX (acquired by Vulcan Materials through their venture arm, Viking Ventures). During his tenure, he built and managed hyper-growth sales engines that grew sales by over 6,000 percent, helping to achieve profitability in less than three years. Prior to TRUX, Jonathan worked in sales and business development at StoneMakers Corporation, as interim Director of Sales and Business Development, followed by being named Assistant Director, leading a team that sold internationally

Daniel Fetner

Founder & Advisor

Daniel is a partner at Alpaca VC where he spends his time exclusively in construction tech & proptech. Daniel sits on the board of three venture-backed construction tech marketplaces and serves as a strategic advisor to Soil Connect, introducing prospective partners and investors.

In addition to Venture Capital & Startups, Daniel’s experience spans private banking, real estate private equity & development, and real estate investment banking. Daniel has worked at J.P. Morgan, Cushman & Wakefield, and G4 Capital Partners.

Daniel graduated with an MBA from the University of Pennsylvania’s Wharton School of Business and a BBA from the University of Michigan’s Ross School of Business. He is a board member of Trade Hounds, a construction labor marketplace, a board member of Acelab, a construction materials marketplace, and has board observer seats at Diamond Age (3D Printing), Doorkee (Tech-enabled Leasing), and Prevu (vertical home buying platform).

Daniel Fetner

Founder & Advisor

Daniel is a partner at Alpaca VC where he spends his time exclusively in construction tech & proptech. Daniel sits on the board of three venture-backed construction tech marketplaces and serves as a strategic advisor to Soil Connect, introducing prospective partners and investors.

In addition to Venture Capital & Startups, Daniel’s experience spans private banking, real estate private equity & development, and real estate investment banking. Daniel has worked at J.P. Morgan, Cushman & Wakefield, and G4 Capital Partners.

Daniel graduated with an MBA from the University of Pennsylvania’s Wharton School of Business and a BBA from the University of Michigan’s Ross School of Business. He is a board member of Trade Hounds, a construction labor marketplace, a board member of Acelab, a construction materials marketplace, and has board observer seats at Diamond Age (3D Printing), Doorkee (Tech-enabled Leasing), and Prevu (vertical home buying platform).

Notable Advisors & Investors

Bill Sandrook

Advisor, Retired Chairman & CEO, U.S. Concrete; Co-CEO, Andretti Acquisition Corp

Brock Strasbourger

Advisor, COO, Ventoux SPAC; Strategic Partnerships, Convene; Co-founder, Heli, NIGHTO

Aaron Toppston

Advisor, MD & Head of Data/Analytics, The Walsh Group; Director, Aon Infrastructure

Zach Scheel

Advisor, Co-Founder & CEO, Rhumbix

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. Investments made through the SeedInvest platform are offered via Regulation CF and subject to investment limitations further described in the Form C and/or subscription documents. Investments made outside of the SeedInvest platform are offered via Regulation D and requires one to be a verified accredited investor in order to be eligible to invest.

Fundraising Description

  • Round type:
    Seed Plus

  • Round size:
    US $2,500,000

  • Raised to date:
    US $2,350,980
    US $297,980 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $250,000
  • Key Terms

  • Security Type:
    SAFE Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $20,000,000
  • Additional Terms

  • Custody of shares:

    Investors who invest less than $50,000 will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. 


  • You are investing in a SAFE:

    You are investing in a SAFE, not a convertible note. A SAFE is a convertible security that is not debt, while a convertible note is debt. A convertible note includes an interest rate and maturity date, at which time a noteholder would be able to demand repayment. A SAFE does not have these features. In addition, your investment in a SAFE will be subordinate to true unsecured debt. Both SAFEs and convertible notes convert into equity in a future priced equity round, but there is a chance they will never convert to equity. For SAFE’s in particular, again, there is no interest and no maturity, and repayment is not required.


  • Total Amount Raised:

    The Total Amount Raised may include investments made outside of the SeedInvest platform via Regulation D, which are counting towards escrow. Approximately $608,000 has been raised prior to the launch of the SeedInvest campaign via Regulation D.


  • Closing conditions:
    While Soil Connect has set an overall target minimum of US $250,000 for the round, Soil Connect must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments made via Regulation CF. For further information please refer to Soil Connect's Form C.

  • Regulation CF cap:
    While Soil Connect is offering up to US $2,500,000 worth of securities in its Seed Plus, only up to US $1,070,000 of that amount may be raised through Regulation CF.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    As a special incentive for investors, we are offering exclusive discounts on our e-Tickets product. Make an investment of $1,500, $3,000, or $5,000 and you’ll receive discounts off your first 6-12 months (see details below).

    $1,500 - $2,999 investment -> Receive 10% off first 6 months

    $3,000 - $4,999 investment -> Receive 20% off first 6 months

    • $5,000 and above investment -> Receive 20% off first 12 months 

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Please note that due to share price calculations, some final investment amounts may be rounded down to the nearest whole share - these will still qualify for the designated perk tier. Additionally, investors must complete the online process and receive an initial email confirmation by the deadline stated above in order to be eligible for perks.

    Prior Rounds

    The graph below illustrates the valuation cap or the pre-money valuation of Soil Connect's prior rounds by year.


    This chart does not represent guarantees of future valuation growth and/or declines.

    Pre-Seed

  • Round Size
    US $655,000
  • Closed Date
    May 30, 2019
  • Security Type
    Convertible Note
  • Valuation Cap
    US $2,500,000
  • 2020 SAFE

  • Round Size
    US $500,000
  • Closed Date
    May 15, 2020
  • Security Type
    SAFE Note
  • Valuation Cap
    US $5,000,000
  • Seed

  • Round Size
    US $2,000,000
  • Closed Date
    Oct 15, 2020
  • Security Type
    Preferred Equity
  • Pre-Money valuation
    US $8,000,000
  • 2021 SAFE

  • Round Size
    US $2,375,000
  • Closed Date
    Jun 15, 2021
  • Security Type
    SAFE Note
  • Valuation Cap
    US $15,000,000
  • Market Landscape

    Market TAM Projection

    McKinsey projects global construction spend to reach $14T by 2025. The U.S. accounts for 16% of the global construction spend projection. That is $2.24T US construction spend by 2025. On average, dirt acquisition/removal and transportation accounts for 2.5% of project spend, which leads to a projection of $56B TAM by 2025.


    Whether you are building a house, a school, a factory, an office or a pool, the first thing you need to do is excavate (e.g., dig a hole). It's estimated that 9/10 job sites do not level and therefore, you either need more dirt or you need to get rid of dirt.

    Today, the industry is extremely antiquated and fragmented. Construction professionals spend countless hours texting, calling, and emailing one another to figure out who they can transact with. Each year about $40B is spent on the sourcing, movement and acquisition/disposal of dirt.

    With respect to competition, we believe we are the only VC-backed platform in the space. There are several small competitors who have launched localized apps; however, most of them have not announced any external funding nor do they offer the full suite of products we see as required to be an end-to-end platform.

    There is also an existing industry of old-school “dirt brokers” who charge high commissions and may thrive off the fragmented and opaque nature of the market. The majority of these "dirt brokers" do not have websites and there are no major brands or large companies with substantial market share. We believe this presents a gaping hole for a modern-era, technology-enabled Dirt Brokerage/Marketplace.

    Our short-term strategy is to continue building out SaaS modules that further ingrain the platform into our customers’ daily workflow. This can strengthen our moat while driving long term value to our marketplace. Hence, we describe our business model as an SaaS Enabled Marketplace.

    Lastly, part of our strategy is to also execute strategic partnerships with some of the largest and most influential stakeholders in our industry. We are fortunate to have investors such as CEMEX (NYSE: CX), EquipmentShare, Suffolk Construction, ARCO/Murray, and others who have been critical in our GTM strategy. 

    Risks and Disclosures

    You are investing in a SAFE, not a convertible note. A SAFE is a convertible security that is not debt, while a convertible note is debt. A convertible note includes an interest rate and maturity date, at which time a noteholder would be able to demand repayment. A SAFE does not have these features. In addition, your investment in a SAFE will be subordinate to true unsecured debt. Both SAFEs and convertible notes convert into equity in a future priced equity round, but there is a chance they will never convert to equity. For SAFE’s in particular, again, there is no interest and no maturity, and repayment is not required.

    The Total Amount Raised may include investments made outside of the SeedInvest platform via Regulation D, which are counting towards escrow. Approximately $608,000 has been raised prior to the launch of the SeedInvest campaign via Regulation D. The earliest investment counted towards the escrow target was made in November of 2021. There is no guarantee that the Company has this cash available for operations as of the date of launch.

    The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The equity crowdfunding and tokenization markets are emerging industries where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway to continue operation, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive construction-technology space. Additionally, the product may be in a market where customers will not have brand loyalty.

    Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. The Company may face pricing pressure in obtaining and retaining their clients. Their clients may be able to seek price reductions from them when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes. Their clients may also reduce services if they decide to move services in-house. On some occasions, pricing pressure results in lower revenue from a client than the Company had anticipated based on their previous agreement with that client. This reduction in revenue could result in an adverse effect on their business and results of operations.

    Further, failure to renew client contracts on favorable terms could adversely affect the Company's business. The Company's contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees. Terms are generally renegotiated prior to the end of a contract’s term. If they are not successful in achieving a high rate of contract renewals on favorable terms, their business and results of operations could be adversely affected.

    The Company's business could be negatively impacted by cybersecurity threats, attacks, and other disruptions. Like others in its industry, the Company continues to face advanced and persistent attacks on its information infrastructure where it manages and stores various proprietary information and sensitive/confidential data relating to its operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack its products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate the Company's network security and misappropriate or compromise its confidential information or that of its customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that the Company produces or procure from third parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of the Company's information infrastructure systems or any of its data centers as a result of software or hardware malfunctions, computer viruses, cyber attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect the business.

    The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Cliff Fetner, Steve Eakin, Jonathan Alvarado, and Daniel Fetner. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of the Company's key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.

    Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company’s products and services, and maintaining the integrity of the data that supports the safety and efficacy of its products. The Company's future success depends on their ability to maintain and continuously improve their quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in the Company or the Company's current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against the Company in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against the Company could have an adverse effect on their business and their reputation.

    The Company projects aggressive growth. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    The Company has outstanding Simple Agreements for Future Equity (SAFEs). During fiscal year 2021, the Company received funds of $2,858,364  from the issuance of a SAFE agreements. The SAFEs are convertible into preferred or common stock of the company in a future financing event at a conversion price equal to a post-money valuation cap of $15,000,000 divided by the capitalization of the company at such event.

    The Company has an outstanding loan with a related party. The Company entered into a related party transaction with one of its founding members, for a loan worth $100. The loan does not have a formal payment structure and is currently outstanding as of October 31, 2021.

    The Company has not filed a Form D for its prior offerings of convertible securities. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.

    The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.

    The outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, their performance, and their financial results.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for theseshares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only be obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Soil Connect's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download Soil Connect's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $5 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in Soil Connect
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Soil Connect. Once Soil Connect accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Soil Connect in exchange for your securities. At that point, you will be a proud owner in Soil Connect.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Your accredited investor status
    5. Social Security Number or passport
    6. ABA bank routing number and checking account number (typically found on a personal check or bank statement) or debit card information, unless paying via a Wire transfer.

    How much can I invest?

    Non-accredited investors are limited in the amount that he or she may invest in a Reg CF offering during any rolling 12-month period:

    • If either the annual income or the net worth of the investor is less than $107,000, the investor is limited to the greater of $2,200 or 5% of the greater of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $107,000, the investor is limited to 10% of the greater of his or her annual income or net worth, to a maximum of $107,000.

    Separately, Soil Connect has set a minimum investment amount of US $1,000.

    Accredited investors do not have any investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now Soil Connect does not plan to list these securities on a national exchange or another secondary market. At some point Soil Connect may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Soil Connect either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is Soil Connect's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the Soil Connect's Form C. The Form C includes important details about Soil Connect's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours prior to the offering end date or an earlier date set by the company. You will be sent a notification at least five business days prior to a closing that is set to occur earlier than the original stated end date giving you an opportunity to cancel your investment if you have not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.