A venture studio funded by its future users rather than by one cheque. How the three layers work, why the public layer is deliberately not an investment, and what we are still getting advice on.
A venture studio where the build is funded before it starts. Someone posts an idea, we publish what the first version costs, and anyone who wants it to exist can back it monthly. Backers get the product at founding rates. Ownership is handled separately and privately, because that is what the law actually allows.
Open to anyone, no cap on numbers, and deliberately not an investment.
Anyone can back an idea, and there is no cap on how many people do. You subscribe monthly toward a published build target. When the target is met, building starts. If it is never met, you are not charged.
The layers have to be genuinely separate. A founding membership sold with a hint that equity might follow is a security no matter what the page calls it, because the regulator reads what an arrangement does rather than what it is named. So Layer one never mentions ownership, backers are told plainly that they are buying the product, and nobody moves from one layer to another because they backed a build.
Small numbers, privately, and never advertised.
Some people want to own part of the thing, not just use it. The Corporations Act allows a company to make personal offers of its own shares without a disclosure document, capped at 20 investors and $2 million in any twelve months.
The caps are hard. They are counted on issues made under the exemption across a rolling twelve months, not per offer and not per idea.
An offer has to be made to a specific person who is likely to be interested because of a previous or professional relationship. It cannot be made to a list.
This is the part people miss, and it is why ownership never appears on a public idea page. Advertising a small-scale offer removes the exemption it depended on.
Standing between many investors and many companies as a business is itself a financial service. The venture company offers its own shares to people it already knows.
The regime exists. So do the people licensed to run it.
If a venture needs equity from more than twenty people, that is what the crowd-sourced funding regime exists for, and there are already intermediaries licensed to run it. The company raises through one of them, under their AFS licence, with the disclosure the regime requires. We do not need to become a licensee to use one, and neither does the founder.
We are not lawyers and this is not legal or financial advice. It is a description of a structure and of rules we can read for ourselves, and it needs to be reviewed by someone qualified before it takes a dollar. Anyone thinking of backing or investing in anything should get their own advice first.
Separated on purpose, because the two get conflated everywhere else.
None of the funding side is open. What exists is a studio that builds software for founders, and an arrangement where one founder funds a build monthly and holds the equity. The structure above is designed so the public layer needs no licence, but designed is not the same as reviewed, and reviewed is not the same as running. The operator has no name either, which is why the heading is blank rather than filled in with something that sounds finished.
Every venture in our portfolio starts the same way. A founder arrives with an idea and the domain knowledge that makes it credible, and without the team to build it. What follows is the same sequence every time: work out whether the problem is real, decide what to build first, cut the two-thirds that can wait, ship it, measure whether anyone wants it, and decide again. The judgement is what matters. The sequence is not.
▁▁▁▁▁ is our attempt to put that sequence in one place: the operator that runs a venture day to day, so the people backing it can see what their money is doing and the founder spends their time on the decisions only they can make. It is the same argument as the rest of this site, turned on ourselves. We tell clients to automate the job they repeat every week. Building companies is the job we repeat.
Most ideas should not be built, and the expensive answer is a slow no. The first job is to get to a decision fast: is the problem real, does the founder actually know this industry, and is software genuinely the answer rather than the fashionable one.
The funding target is the scoped build price, published the way every other price on this site is published. Nobody should be asked to back a number whose basis they cannot see.
A pre-sale is a consumer contract, not a donation. What backers were told they would get, and when, is an obligation under consumer law, and the honest way to treat it is as a debt rather than as goodwill.
A founder can walk into the office. Somebody backing twenty dollars a month cannot. Fortnightly milestones against agreed work, visible to everyone backing it, is the minimum that makes the arrangement fair rather than merely trusting.
A short explainer, when it is recorded.
It will sit here when it exists. We are not going to put a stock video in the gap in the meantime.
Including whether backing gets you shares, which it does not.
No. The structure is designed but not reviewed, and the escrow and refund handling a pre-sale needs does not exist yet. This page describes where it is going.
No, and that is deliberate rather than mean. Backing gets you the product at founding rates for an agreed term, plus priority and credit. Ownership is a separate arrangement with different rules, and mixing the two is exactly what turns an open pre-sale into an unlicensed securities offer.
Privately, and in small numbers. A company can make personal offers of its own shares to up to 20 people, raising up to $2 million in twelve months, without a disclosure document. Those offers cannot be advertised, which is why you will never see them here. Beyond that, a venture would raise through a licensed crowd-funding intermediary.
No. A backer gets no preference, allocation or right of first refusal on equity. If backing were a path to shares, the backing itself would be a securities offer, and the whole structure would collapse into the thing it was designed to avoid.
Building does not start and you are not charged. A part-funded build spends everyone's money and ships nothing.
It is a reasonable question and it stays open. An AFS licence with a crowd-funding authorisation is a serious undertaking in cost, capital and compliance, and the structure above reaches most of the same outcome without one. If a venture needs more, it uses an intermediary that already holds the licence.
No, and nothing here is an offer. We are not lawyers or licensed advisers. Get your own advice before putting money into anything.
Bring us an idea and we will tell you honestly whether it should be built and what the first version would cost. That part is real, priced, and available today.
We say no to most of them, quickly, which is the useful part. If it is a yes you will know why, and so will we.