#capital-raising
Capital Raising
Capital raising strategies and investor accounting
Alphabet Q2 2026: A $99B Paper Gain, 82% Cloud Growth, and the End of the Buyback Era
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.
Your Convertible Note Just Converted. Is That a Gain, a Loss, or Neither?
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 2026 SBIC Reforms: A Small-Business Guide to Raising Private Capital
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.
Cap Table Mistakes Before Series A: The Option Pool Shuffle, Vesting Traps, and Stacked SAFEs
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 in 2026: How Funding a US Business Can Get a Foreign Entrepreneur a Green Card
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.
Accounting for SAFEs: Liability or Equity, Caps and Discounts, and What Happens at Conversion
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.
Regulation Crowdfunding: How Founders Raise Up to $5 Million From the Public Without Hiring Wall Street
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 for Small Businesses: Calculating Your Hurdle Rate with the Build-Up Method
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.
Regulation D Rule 506(b) vs Rule 506(c): How Founders Pick Between the Quiet Round and the Public Pitch in 2026
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 NOL Limitation After Ownership Change: How Venture-Backed Startups Preserve Net Operating Loss Carryforwards Through Equity Rounds
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.
SAFE vs Convertible Note: A Founder's Guide to Choosing the Right Early-Stage Financing
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.
Finding the Right Business Structure for Your Company
Choosing the right business structure is crucial for your company's success, impacting taxes, liability, and funding opportunities. Learn how to make an informed decision that aligns with your business goals.