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Transforming the Journey to IPO Success
Accelerating Wall Street IPOs through Technological Innovation
LEGAL NOTICE: Offering for Accredited Investors only. Subject to agreement to the terms as represented in the Commonwealth Capital, LLC Private Placement Memorandum. The information on this website page does not constitute a legal solicitation or an offer of securities. Securities are sold by Private Placement Memorandum only, which may be reviewed in its own right, as presented on this page. Website information is provided for your internal use only. The information contained herein is proprietary and confidential to Commonwealth Capital, LLC and may not be disclosed to third parties or duplicated or used for any purpose other than the purpose for which it has been provided. Although the information provided has been obtained from sources which Commonwealth Capital, LLC believes to be reliable, we do not guarantee its accuracy, and such information may be incomplete or condensed. The information is subject to change without notice and Commonwealth Capital, LLC has no obligation to update you. Since we furnish all information as part of a general information service and without regard to your particular circumstances, Commonwealth Capital, LLC shall not be liable for any damages arising out of any inaccuracy in the information
Candidate Investor Portal
$10,000,000
100,000 Series B
Convertible Participating Preferred
Series B - Class B Non-Voting
Membership Units
$100.00 Par Value
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Regulation D 506(c)
Welcome to the Commonwealth Capital, LLC, Candidate Investor Portal.
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By invitation-only, you have been provided exclusive access where you will learn more about our company, the more significant industry problem we are solving, understand our value proposition, and how, as a potential investor, you can realize measurable returns and review our current Securities Offering to participate.
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Our information is presented in segments, enabling you to sequentially review and conclude with a call to meet and discuss your participation with Company Leadership or proceed on to direct placement on the subsequent page.
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We look forward to having the opportunity to engage and grow with your support!
Message from the CEO
Tim Hogan
Founder, Chief Executive Officer
For over two decades, Commonwealth Capital LLC has been at the forefront of innovation in capital markets, evolving from its roots in traditional venture capital to become the first hybrid venture technology firm of the 21st century.
Commonwealth Capital is redefining how private companies transition to public markets, leveraging technology and innovative financial strategies to simplify a historically complex process.
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Our vision is clear: to bridge the knowledge and access gap that separates private companies from the transformative potential of public capital markets.
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Companies’ opportunities to go public are about more than just an IPO—they are gateways to ongoing access to capital, operational growth, and market leadership. Yet, this advantage is often underutilized because many private companies remain unaware of how public markets can accelerate their potential.
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Commonwealth Capital exists to change that.
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We guide businesses through the public market journey, employing technology to remove traditional barriers, streamline regulatory compliance, and create a seamless, efficient path to IPO readiness.
What sets us apart is our founder-first approach.
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Our use of hybrid securities—a cornerstone of our methodology—ensures that founders retain control and preserve the equity they have spent years building, enabling them to reap the true rewards of their success.
Dear Colleagues,
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When I founded Commonwealth Capital in Chicago 1998, I had a clear vision: to create a more efficient and equitable pathway for private companies to access public capital markets.
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After decades in investment banking, I saw founders’ challenges and missed opportunities for companies, investors, and markets alike.
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I aimed to transform the process, leveraging technology and expertise to eliminate inefficiencies and deliver lasting value.
Today, Commonwealth Capital embodies that vision. With our Venture Tech Operating System™ and Broker-Dealer Readiness Rating System™, the Blue Chip Program™ empowers companies to prepare and execute successful IPOs.
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At the heart of our approach is a commitment to founders—preserving their equity and ensuring they benefit fully from the value they’ve created while positioning their companies for sustained public market success.
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Our team, comprised of industry experts from Wall Street, securities law, regulatory compliance, corporate finance and governance, accounting, and technology, has built a system that demystifies the path to going public. By bridging the gap between private companies and public market capital, we’re creating opportunities for growth and innovation while maintaining the integrity and efficiency of the markets.
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As we continue to scale and implement this vision, I’m confident in our ability to redefine how companies access capital.
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Thank you for your trust and support as we work to transform the future of public markets.
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Sincerely,
Tim
Timothy D. Hogan
Founder and CEO
Commonwealth Capital, LLC
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Business Summary View
Advantages, Market, Timing & Opportunity
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Established Track Record with Proven Leadership:
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Commonwealth Capital has been in business since 1998, evolving into the industry's first hybrid venture technology company.
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Management boasts over 200 years of collective experience across investment banking, securities, legal, compliance, corporate finance, startups, and technology.
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Leadership has successfully helped founders secure over $1 billion in private capital for various companies, demonstrating deep capital market expertise.
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Unique Pre-IPO Mutual Fund-Like Opportunity:
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Commonwealth specializes in architecting, corporately engineering, and guiding companies toward IPOs, securing equity in each client along the way.
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Investors gain exposure to a diversified portfolio of high-growth, late-stage companies positioned for public listings, effectively investing in a pipeline of potential IPOs.
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High-Yield Preferred Equity Structure:
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8% Cumulative Stated Dividend with quarterly cash distributions or reinvestment options.
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20% Participation Dividend from net income, aligning investor returns with company growth.
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Convertible Units that can be exchanged for common equity, providing upside potential in the firm’s growth.
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Advantages
Market
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$3.7 Trillion Capital Overhang (2023):
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There is a global surplus of capital from institutional investors and private equity funds that lack sufficient quality deal flow.
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Commonwealth bridges this gap by providing investment-ready companies, ensuring consistent high demand for their services.
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Fragmented Private Capital Markets:
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The lack of standardized deal pipelines in private markets presents massive untapped potential. Commonwealth’s Venture Tech OS™ standardizes and streamlines deal sourcing to Wall Street, creating an efficient pathway to IPOs.
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The U.S. market alone hosts over 33 million small businesses, with thousands seeking capital each year but lacking the infrastructure to do so successfully.
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Systemic Demand for Capital:
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Regardless of economic cycles, the need for growth capital and liquidity persists across start-ups, mid-market, and late-stage firms, sustaining recession-resistant market demand.
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First-Mover in a Transforming Market:
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Commonwealth Capital is launching Venture Tech OS™, the first of its kind platform for standardizing, streamlining and automating IPO deal flow to Wall Street.
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As capital markets digitize, Commonwealth stands to lead this shift, giving investors access to pre-IPO companies at scale.
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Capital Overhang and Regulatory Momentum:
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With $3.7 trillion in uninvested capital, demand for quality deals is soaring. Commonwealth unlocks this by delivering investment-ready firms.
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Favorable legislation (JOBS Act) continues to drive capital formation, fueling market growth.
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Underserved Late-Stage Market:
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VC firms chase unicorns, leaving profitable late-stage companies overlooked. Our Blue Chip Program™ bridges this gap.
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Investors gain IPO exposure without early-stage risks.
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Built-In Liquidity Path:
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Commonwealth plans to list on a public exchange by 2029.
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Preferred investors benefit from dividends, IPO exits, and 110% call premiums, ensuring upside with risk mitigation.
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Scalable, Low-Risk Model:
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The firm generates returns through services, not direct capital deployment, lowering investor risk.
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Investors access a diverse pre-IPO portfolio of high-growth potential, minimal downside.
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Timing & Opportunity
Our Mission ​ is to promote Wall Street’s original purpose of facilitating the efficient allocation of monetary resources within the U.S. capital markets. We relieve companies of the constant burdens of securities compliance through the efficient use of technology.
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Our Purpose and Vision ​is to demystify the process of going public from "Idea to IPO" and thus architect, corporately engineer and guide companies to success. Our business model positions each company we engage with as a “Quality Deal Flow” delivered to SEC-registered broker-dealers for access to the U.S. public capital markets. We ensure that each company is meticulously architected and fully prepared for an IPO or strategic sale that aligns with an exit strategy to maximize outcome.
Investment Highlights*
≈ Hypothetical Illustration ≈
*The forward-looking statements, projections, and financial forecasts presented herein are for informational purposes only and reflect the Company’s current expectations and estimates based on available data and market conditions as of the date of this document. These forecasts are inherently speculative and subject to significant risks, uncertainties, and assumptions, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied in these projections due to market fluctuations, economic conditions, regulatory changes, competitive dynamics, and other factors. No assurance can be given that the Company’s expectations will be realized or that actual results will not vary significantly. The inclusion of these projections should not be regarded as a representation or guarantee by the Company, its management, or affiliates that they will be achieved. Investors are cautioned not to place undue reliance on any forward-looking statements, and the Company expressly disclaims any obligation to update or revise any projections, whether as a result of new information, future events, or otherwise. This document does not constitute an offer to sell or a solicitation to buy any securities, and any investment decision should be made solely through a formal offering document and in consultation with professional advisors.
$100.00 Unit Price
$100,000 Minimum Investment*
$3,000,000 Maximum Investment
Callable by the Company Commencing on January 1, 2030, at Accrued Preferred Return Plus $110 per Preferred Unit
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Security – First lien position on Assets
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Dividends – 8% Non-Compounding Annual Preferred Return
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Participation – 20% Aggregate Participation of Net Income
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Conversion – 20% Aggregate Common Unit Conversion Until December 31, 2030
* The minimum purchase amount is 1,000 Shares/Units for an aggregate dollar amount of $100,000 with increments of 250 Shares/Units for an aggregate dollar amounts of $25,000 thereafter. Management, at its sole discretion, may accept a lessor investment amount without notification.
Private Placement Memorandum
Commonwealth Capital, LLC – Series B Private Placement Memorandum
VIEW ONLY - PDF copy available on request. Please email admin@commonwealthcapital.com
(Select the square bracket icon in the below right to view FULL-SCREEN)
Subscription Agreement
Commonwealth Capital, LLC – Series B Subscription Agreement
VIEW ONLY - this document is signable on the following page; a fully executed copy will be sent to your registered email address.
(Select the square bracket icon in the below right to view FULL-SCREEN)
If you are ready to invest, click below to complete your Accredited Investor Registration and review Placement Instructions for a secure investment transaction.
LEGAL NOTICE: Offering for Accredited Investors only. Subject to agreement to the terms as represented in the Commonwealth Capital, LLC Private Placement Memorandum. The information on this website page does not constitute a legal solicitation or an offer of securities. Securities are sold by Private Placement Memorandum only, which may be reviewed in its own right, as presented on this page. Website information is provided for your internal use only. The information contained herein is proprietary and confidential to Commonwealth Capital, LLC and may not be disclosed to third parties or duplicated or used for any purpose other than the purpose for which it has been provided. Although the information provided has been obtained from sources which Commonwealth Capital, LLC believes to be reliable, we do not guarantee its accuracy, and such information may be incomplete or condensed. The information is subject to change without notice and Commonwealth Capital, LLC has no obligation to update you. Since we furnish all information as part of a general information service and without regard to your particular circumstances, Commonwealth Capital, LLC shall not be liable for any damages arising out of any inaccuracy in the information
If you would like to book a meeting to further discuss with Company Leadership, please click below.
​​Check the Inc Verified Background of this firm at Inc.com
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The forward-looking statements, projections, and financial forecasts presented herein are for informational purposes only and reflect the Company’s current expectations and estimates based on available data and market conditions as of the date of this document. These forecasts are inherently speculative and subject to significant risks, uncertainties, and assumptions, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied in these projections due to market fluctuations, economic conditions, regulatory changes, competitive dynamics, and other factors. No assurance can be given that the Company’s expectations will be realized or that actual results will not vary significantly. The inclusion of these projections should not be regarded as a representation or guarantee by the Company, its management, or affiliates that they will be achieved. Investors are cautioned not to place undue reliance on any forward-looking statements, and the Company expressly disclaims any obligation to update or revise any projections, whether as a result of new information, future events, or otherwise. This document does not constitute an offer to sell or a solicitation to buy any securities, and any investment decision should be made solely through a formal offering document and in consultation with professional advisors.
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Commonwealth Capital, LLC, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in any Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Commonwealth Capital, LLC. express prior written consent.
Website information is provided for your internal use only. The information contained herein is proprietary and confidential to Commonwealth Capital, LLC and may not be disclosed to third parties or duplicated or used for any purpose other than the purpose for which it has been provided. Although the information provided has been obtained from sources which Commonwealth Capital, LLC believes to be reliable, we do not guarantee its accuracy, and such information may be incomplete or condensed. The information is subject to change without notice and Commonwealth Capital, LLC has no obligation to update you. Since we furnish all information as part of a general information service and without regard to your particular circumstances, Commonwealth Capital, LLC shall not be liable for any damages arising out of any inaccuracy in the information.
Commonwealth Capital, LLC and its affiliates do not provide tax, legal, accounting, or investment advice. Commonwealth Capital, LLC is not a licensed Broker-Dealer nor a FINRA-licensed Registered Investment Advisor. This website and the material on this website have been prepared for informational purposes only, and are not intended to provide, and should not be relied on for, tax, legal, accounting, or investment advice. You should consult your own tax, legal, accounting, and registered investment advisors before engaging in any transaction.
©2024 Commonwealth Capital, LLC, Commonwealth Capital Technologies, LLC, Blue Chip Venture Tech™, Blue Chip Program™, Blue Chip Partner Program™, Blue Chip Partners™, Financial Architect™, Financial Architect System™, Broker-Dealer Readiness Rating System™, BDR Rating System™, Broker-Dealer Readiness Rating Report™, Venture Tech Operating System™, Venture Tech OS™, REITPro™, REIT360™, SEC Compliance Pro™. All Rights Reserved. Financial Architect™, Financial Architect System™and, “The Secrets of Wall Street™”, were trademarks of Commonwealth Capital Advisors, LLC as of March 8th, 2005, then Commonwealth Capital, LLC as of May 5th, 2015. Architects of Finance™ has been an official trademark of Commonwealth Capital Advisors, LLC as of April 11, 1998, then Commonwealth Capital, LLC as of May 5th, 2015. All contents of the Commonwealth Capital, LLC website and any of its related websites are Copyright ©1998 – 2024 Commonwealth Capital, LLC, formerly located, pre-COVID-19, in the Chicago Mercantile Exchange Building, 30 South Wacker Drive, 22nd Floor, Chicago, IL 60606, and now virtually located at 515 N. Flagler Drive, Suite P-350, West Palm Beach, FL 33401. Telephone: 1-561-778-8010. Reproduction or retransmission in whole or in part is prohibited except by permission.
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