#capital-raising
Capital raising strategies and investor accounting
The SEC's May 2026 proposals would extend scaled disclosure to all non-accelerated filers — over 80% of public companies — shield new issuers from large-accelerated-filer status for 60 months, drop the SOX 404(b) auditor attestation, and allow semiannual reporting. Here is what the reforms could save a small company, and the IPO-readiness bookkeeping checklist to run now.
Alphabet's Q2 2026 revenue was $119.8B (+24% YoY) and net income hit $112.2B (+298%), but roughly $99.0B of that was a non-cash gain on equity securities that the cash flow statement backs right out, leaving operating cash flow at just $39.1B. Google Cloud grew 82% to a ~$99B run-rate at a 35.6% operating margin, while Alphabet halted stock buybacks and raised ~$70B via common stock, its first-ever preferred, and debt to fund a $44.9B capex quarter that turned free cash flow negative. The FY2022–Q2 2026 Beancount ledger shows long-term debt climbing from $10.9B to $98.2B.
FASB's ASU 2024-04, mandatory for fiscal years beginning after December 15, 2025, defines a three-part test for whether settling a sweetened convertible-note conversion counts as an induced conversion (expense only the sweetener) or a debt extinguishment (gain or loss against carrying value) — a classification that can swing reported expense by hundreds of thousands of dollars on the same transaction.
The SBA's SBIC program channeled $53 billion into small businesses last year, and a final rule effective February 2, 2026 cuts red tape for funds backing manufacturing, food production, energy, and critical technology. Here's how the reforms work, how debenture and equity SBICs differ, and how to find a fund.
Before a Series A term sheet arrives, founders should check three specific cap table failure points — a pre-money option pool shuffle that dilutes only founders, missing or over-vested founder equity, and stacked SAFEs with unmodeled conversion terms — each of which can delay or derail a raise.
The EB-5 investor visa requires an $800,000 investment in a Targeted Employment Area (or $1,050,000 standard) plus 10 created jobs, and petitions filed by September 30, 2026 lock in today's thresholds before the EB-5 Reform and Integrity Act's grandfathering provision sunsets.
A SAFE usually lands in the liabilities column, not equity, because it promises a variable number of shares for a fixed dollar amount. This guide explains the classification debate, the conversion math, and the journal entries from closing to conversion.
Reg CF lets non-reporting U.S. companies sell securities to the public up to $5 million per rolling 12 months through an SEC-registered funding portal. This guide walks through the $124,000 investor limits, Form C disclosure, bad-actor checks, tombstone advertising, ongoing C-U and C-AR filings, and the bookkeeping for SAFEs, offering costs, and escrow that founders most often get wrong.
WACC blends the after-tax cost of debt and the build-up-method cost of equity into one hurdle rate. A worked example yields 15.5% for an equity-heavy small business, the minimum return a project must clear to create value.
Rule 506(b) and Rule 506(c) of Regulation D both allow uncapped private placements but differ sharply on marketing and verification. 506(b) bans general solicitation and permits up to 35 sophisticated non-accredited investors on a reasonable-belief standard; 506(c) permits public solicitation but requires reasonable steps to verify every purchaser is accredited. A March 2025 SEC no-action letter lets issuers rely on $200,000+ individual or $1 million+ entity minimum checks as the primary verification step.
Section 382 caps a startup's pre-ownership-change net operating loss deductions at the pre-change fair market value multiplied by the long-term tax-exempt rate (about 3.56 percent in February 2026), triggered when 5 percent shareholders collectively gain more than 50 percentage points over a rolling three-year testing period.
A SAFE is a contract granting future equity with no maturity or interest, while a convertible note is a loan with 4–8% interest and an 18–24 month maturity that becomes due if no priced round closes — and Y Combinator's 2018 post-money SAFE locks each investor's ownership at Investment ÷ Cap, dilution that hits founders, not prior SAFE holders.
