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What is a Mini-IPO?
The “Mini-IPO” is a media term that is used for Regulation A+. It’s a new US securities law that makes it legal for the general public to invest in a private growth-stage company before the company’s stocks are publicly traded.
Here’s what usually happened before the new law existed. Only rich people who had a net worth of $1 million or those with an annual salary of over $200,000 were allowed to invest early. Then the company grew until it went to an IPO and stock started being publicly traded. So everyone else only got the opportunity to invest once the company growth had slowed down. That’s why rich people (early investors) made much more money than the less-rich people (late investors).
But now with Reg A+ (Mini-IPO), you do not need to be rich to invest. You just need to commit to not invest more than 10% of your annual income or net worth. Everyone can invest.
What does it mean that the SEC has qualified this offering?
It means the Securities and Exchange Commission of United States of America has permitted Sagoon to offer the securities for sale described in the Offering Circular to investors such as you – the general public. Sagoon has met all the legal disclosure and regulatory requirements necessary to make its shares available to you.
What will I need to complete my investment in Sagoon?
- To make an investment, you will need the following information ready:
- 1) Personal information such as your current address, phone and email address
- 2) Net worth and income information
- 3) Bank information: Checking account number, and routing number etc.
What steps have I to follow to buy Sagoon’s shares online?
- It’s a very simple process. It would take 3 to 5 minutes to complete the investment:
- 1) Click the INVEST NOW button
- 2) Fill out the form with your information
- 3) Select the payment method. If you are in the US, you can pay by ACH (electronically transfer the money). For this, you will need your bank account and routing numbers
- 4) US residents can send checks or wire the money
- 5) International investors have to select the Wire option and complete the investment form. They will receive an email with escrow account information. Then, they have to go to their bank and show the subscription agreement and escrow account information. The banker will help them to wire (money transfer) money to the escrow account.
If I wire the money, who will pay the fee, Sagoon or me?
You are responsible for paying the transaction fee. For example, you are buying Sagoon’s shares by paying $1,000 from Australia, the bank charges you $20 fee. If you do not pay the additional $20 fee then our escrow account gets only $980 and your share will be equal to $980 not to $1,000.
How does investment in Sagoon would work?
When you complete the investment in Sagoon via the “Invest Now” button, your money will be transferred to an escrow account – controlled by an independent escrow agent -- until it is accepted by Sagoon. Once Sagoon accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to the Sagoon account in an exchange for your shares. At that point, you will be a proud co-owner of Sagoon and will also receive a share certificate.
How many shares of stock are available? What happens when they run out?
We started selling 869,564 shares of Class C Common Stock at $23 per share. The number goes down every time a new investor invests and takes away a piece of Sagoon. When these shares run out, there will not be more for sale in this offering.
How much can I invest in Sagoon? Are there any investors’ rewards?
Minimum investment required is $299. If you are a non-accredited investor, we encourage you to invest up to $25,000, if you are an accredited investor, there is no limit. Please check the investors’ rewards on the top of the page.
Can you guarantee me a return on my investment?
No. Investment in early-stage companies like Sagoon is extremely risky. Please review our Offering Circular and also consult your financial advisor before making a decision on whether you want to invest or not. In any case, you should never invest more than you could afford to lose!
How can I sell my shares in the future?
Currently, we are not planning to list our shares on a stock exchange, so you cannot easily sell your shares. But eventually we hope we will be listed on a stock exchange or over-the-counter market and, in that event, you would be able to sell your shares. Further, in the event of an acquisition/buyout, you would receive compensation for your shares when the transaction closed.
Will the stock be listed on an exchange like NASDAQ?
Eventually, that is our goal. But for now, our shares are not publicly traded in any exchange. Our investors need to wait for some time before a market develops.
How do I keep track of my shares?
You will be able to track your shares or order a stock certificate from our transfer agent (FundAmerica LLC). Once your investment is confirmed, you will receive an email with instructions on how to access your shares.
Will I get updates on how the shares are doing?
We are required to file financial reports with the Securities and Exchange Commission on a semi-annual basis and these are publicly available. We will also send out regular investor updates via email to let you know all the latest news of the company.
Can I buy more shares later?
Investments will be on a first come, first serve basis. We cannot guarantee that there will be opportunities to buy additional shares in the future.
Who can invest in Sagoon through Mini-IPO?
Anyone in the United States of America and outside can invest in Sagoon as long as their local and country’s laws allow them to invest.
Is there any age limit for the investment?
- No, there is no age limited. The only requirements for investors are:
- 1) Social Security Number (SSN) in US and state-issued ID outside of the United Sates. For example in India, PAN card.
- 2) Bank account opened under the person’s own name.
Can I buy my under-18 children shares?
Yes, if your children have state-issued ID and bank accounts open in their own name.
Can I pay from someone else's account?
Can people from Nepal invest in Sagoon?
As per our knowledge, the government of Nepal does not allow its citizens to invest from Nepal into any foreign company.
Can people from India invest in Sagoon?
Yes, anyone from India can invest in Sagoon. In recent changes in law, the Indian government allows every citizen to invest up to $250, 000 a year abroad. For more information, visit https://rbi.org.in/Scripts/NotificationUser.aspx?Id=10192&Mode=0
How about people from the Middle East, Europe, South Africa or South America?
Yes, we accept investment globally from everyone and from anywhere in the world. However, investors from these countries need to check their country’s laws before starting an investment process. Ask your local bank for more information.
How can I invest if I am living in the country which does not allow its citizens to invest in a foreign country?
Unfortunately, you will not be able to own a piece of Sagoon.
Can I pay with my credit card or by check?
At present, we don’t accept payment via credit card but we do accept checks from US banks. You can write a check to the escrow account bank and they will transfer your money after clearing your check.
How can I pay if I am living temporarily in another country where I don't have my bank account?
This is an online investment. If you have your US bank information you can invest from anywhere, whether working or traveling.
My country does not allow me to invest in foreign companies. Currently, I am temporarily living in another country. Can I invest in Sagoon? I have bank accounts in both countries. Can I pay from my home country's bank account?
- Investment requirements are:
- 1) Current address of where you are staying
- 2) Country issued ID with current address
- 3) A bank account in your own name that shows your current address.
My country does not allow me to invest in a foreign company. I have a bank account in a foreign country. Can I pay from the foreign country's account while I am living in my own country?
Reg A+ allows everyone to invest in Sagoon. In this specific case, please contact your legal and financial advisors.
How does Sagoon know whether I am investing from the country that does not allow its citizens to invest in any foreign-based company?
It is very simple. Investing in Sagoon involves a financial transaction. If your country doesn’t allow its citizens to invest in any foreign-based company then the bank would not process the payment to buy the shares.
Can someone with Student Visa Status in the USA buy Sagoon's shares?
As long as they have a Social Security Number and bank account in their own name, investing would not be a problem.
What are the benefits of investing in Sagoon?
In the Mini-IPO, Sagoon is offering Class C common shares for early-stage investors. Here are the advantages:
1/10 voting right in the company
Right to receive liquidation distributions
How can I trace my investment in future?
1) When you complete the investment process, you will receive a shareholder certificate
2) After that, our Transfer Agent – FundAmerica Stock Transfer LLC – will start maintaining your record and book, and act as your financial manager. Whether you or someone else, every investor will be able to contact FundAmerica (Transfer Agent) directly as well.
3) When Sagoon Inc. decides to trade shares in the public market (we plan to do it in three years’ time), you can then request FundAmerica to sell your shares
4) If you choose to sell shares and instruct FundAmerica to do the same, it will sell your shares in the public market. After the sale, FundAmerica will ask you for your bank information to transfer the money. You then give them the bank information where you want to receive your money.
If I invest and get some shares, in which index will my shares be listed?
Currently, we are not planning to list our shares on a stock exchange. But we will eventually list Sagoon on a stock exchange or over-the-counter market and in that event, you would be able to sell your shares.
Do you distribute dividends from your annual profit?
<p>Holders of common stock are entitled to receive dividends, as may be declared from time to time by the directors out of legally available funds. The company has never declared or paid cash dividends on any of its capital stock and currently doesn’t anticipate paying any cash dividends after this offering or in the foreseeable future. </p>
I want to invest $500 but my annual income is $1250. Can I invest?
Please note that as per the Securities and Exchange Commission of the US, a potential investor can only invest the 10% of his/her annual income or net worth.
What is net worth?
In simple terms, net worth is the amount by which assets exceed liabilities. Another way to say this is, it's the value of everything you own, minus all of your debts.
I am a Nepali living in some other country. If I invest and then move to Nepal after some time, what will happen to my investment?
You need not worry. We will provide your investment return wherever you are, you just need to provide your current address and bank details. Once you have made the investment with the account and country-issued ID where you are currently staying in, you are eligible for returns on your investment, no matter where you are in the world.