D3VC.
October 2026

What the Reg CF Record Says About How to Build a Portfolio

CCLEAR published a study this week that follows roughly 4,200 companies that raised equity from the crowd under Regulation Crowdfunding and hit their target, from their first funded raise forward, and matches each one against the SEC filings that record what happened next. D3VC invests on that dataset, so the findings are not background for us; they are the operating rules. The four that matter are below, with the numbers that produced them.

What the record shows

About one in four of the venture-style companies that raised from the crowd between 2016 and 2020 went on to raise from angel groups, venture funds or family offices, measured by Form D filings. The later rounds total between $2.7 billion and $3.3 billion against $2.1 billion raised from the crowd. The median company that makes that jump does it seven to twelve months after its crowd round.

The size of the crowd round predicts the jump. Companies that raised under $100,000 crossed over 9 percent of the time; companies that raised $500,000 or more did so 30 to 38 percent of the time.

When a company comes back to the crowd for a second priced round, the cap usually rises: in roughly three quarters of cases it was higher, the median step-up is 1.3x to 1.7x, and the top tenth of returning companies reprice at 3.3x to 5.7x, about a year and a half later.

Between a quarter and 40 percent of the companies funded seven to ten years ago have since closed, by CCLEAR's annual status research. That is a lower failure rate than conventional wisdom assumes for early-stage companies, and it fits what a crowd round selects for: a product, customers and filed financials rather than a deck.

Two names show the top of the distribution. Beta Bionics raised $1 million on Wefunder in 2016 at a $10 million cap, raised $222 million from professional investors across four rounds, and listed on Nasdaq in January 2025. Mercury raised $5 million on Wefunder in 2021 and has since reported $400 million of private placements, most recently at a reported $3.5 billion valuation. EarthGrid, a Fund I position, reported a $52.8 million Form D in July 2026.

What this means for how D3VC builds a portfolio

Four rules fall out of the record, and they are the rules Fund II is built on.

Buy in the band where the base rate lives. Companies that raise $500,000 or more in equity from the crowd cross over to accredited and institutional capital at 30 to 38 percent; companies that raise under $250,000 do so at 9 to 16 percent. The fund's $75,000 to $130,000 position size is set to be meaningful inside raises of that size without needing to lead them, and the scoring framework runs on the few hundred companies a year that land there, not on the two thousand that do not.

Hold enough positions to catch the tail. With a crossover rate of one in three in the target band and a repricing distribution where most second rounds are flat and a minority multiply, a portfolio of twenty names has a real chance of missing the multipliers entirely. One hundred twenty-five to one hundred fifty positions, which is Fund II's target, puts the expected number of crossovers in the forties and the expected number of large repricings in the high single digits, enough for the distribution to do its work.

Expect the first marks inside two years. The median crossover arrives seven to twelve months after the crowd raise and the median second Reg CF filing ten to twenty months after it. Fund I, which started writing checks in June 2024, is now inside that window, which is why its marks are starting to move rather than a sign that anything was late.

Verify silence directly. Because the filing record goes quiet on most companies after year one by design, position monitoring cannot rely on EDGAR. The fund's quarterly mark process and CCLEAR's annual status research are the substitute, and a position with no document and no contact is held at cost rather than guessed up.

Fund I's early read against the base rate

Fund I is two years and twenty-five companies old, which is too small a sample for a return claim and large enough for a process check. The check is whether the companies the scoring framework selected go on to raise accredited or institutional money more often than the population they were drawn from, measured on the same clock.

For the 726 venture-style issuers whose first funded crowd raise closed in June 2024 or later, 8.0 percent have filed a Form D since, and 12.5 percent have raised again in any form. For the 25 companies Fund I invested in over the same period, measured from the date of D3VC's investment, 16 percent have filed a Form D and 36 percent have raised again.

Two caveats belong next to that. Twenty-five is a small number, and four crossovers against an expected two is encouraging rather than conclusive. And the fund deliberately buys in the larger raise bands, where the base rate is already 30 to 38 percent for mature cohorts, so part of the gap is the sorting rule rather than the model. The fairer comparison, against a size-matched population on the same clock, is the one the fund will publish as the cohorts mature; the query is written and the number will be what it is.

Source and method

All figures are from the CCLEAR research note What Happens After a Reg CF Raise, October 23, 2026, which carries the cohort tables, the universe definition, the Form D matching method and the caveats. Fund I figures are from D3VC's own records matched to the same filings. Figures are a snapshot and will change as filings arrive. CCLEAR is built and maintained by Crowdfund Capital Advisors.