Silicon Prairie

About the offering

Silicon Prairie Holdings is a full-stack private capital infrastructure company that operates an SEC-registered, FINRA-approved Alternative Trading System (ATS)—a regulated marketplace where investors can buy and sell shares of private companies. The company addresses what it calls the "10-Year Trap": the $2.8 billion invested since 2016 into private companies via Reg CF, Reg D, and Reg A offerings where investors have no practical path to liquidity, as the average exit takes 10-15 years and most startups never reach IPO. Founded in 2016 by David Duccini, Silicon Prairie has hosted 50+ successful capital campaigns, has 50,000+ registered users, has facilitated $50M+ in total fund flows, and has invested $1.5M+ in founder capital. The company is raising via Reg CF on its own platform at a $25M post-money valuation.The ProblemSince 2016, millions of retail investors have poured $2.8 billion into private companies through equity crowdfunding (Reg CF, Reg D, Reg A), but these investments are effectively illiquid. The average exit timeline for private companies is 10-15 years, and the vast majority of startups never reach an IPO or acquisition event. When investors face life events—medical bills, tuition, emergencies—their private shares are historically impossible to sell. Traditional secondary markets for private shares (like Forge, EquityZen, or SharesPost) primarily serve late-stage, high-value pre-IPO companies and accredited investors, leaving the massive population of crowdfunding investors with no practical mechanism for liquidity. This creates a structural problem that also depresses future participation in private markets—investors who feel trapped in illiquid positions are less likely to invest again.The SolutionSilicon Prairie has built a vertically integrated "CapTech Stack" that addresses the entire lifecycle of private capital. The ATS marketplace, operational since December 2022, provides the regulated platform for secondary trading of private shares—matching sellers with buyers to achieve liquidity. The broker-dealer subsidiary handles capital formation, runs the ATS, and provides M&A advisory services. The SEC-registered transfer agent manages cap tables, escrow, and "source of truth" record-keeping, both traditionally and via blockchain. The technology holding company houses proprietary software with smart automation. This vertical integration creates efficiency and enables a lower cost of capital for small to medium-sized companies at every point in their capital journey. The company owns the code and licenses for the entire ecosystem. The offering instrument itself—a SAFE+R (SAFE plus Remarketing)—includes a built-in remarketing feature connected to the ATS, essentially practicing what the company preaches by giving its own investors a potential liquidity mechanism.Business ModelSilicon Prairie generates revenue from four streams. Capital formation fees are success-based fees from hosting platform raises. Transfer agent fees are recurring subscription and per-investor management fees for cap table administration, escrow, and investor reporting. ATS transaction fees come from both buyers and sellers on secondary trades. SaaS licensing provides recurring revenue from white-labeling the portal technology to other firms. This self-reinforcing model captures value across the entire client lifecycle—from initial raise through ongoing cap table management to eventual secondary trading. No specific revenue figures, transaction volumes, or growth rates were disclosed.TractionThe ATS has been operational since December 2022. The company has hosted 50+ successful capital campaigns. Over 50,000 users are registered across the ecosystem. More than $50M in total fund flows have been facilitated. The founders have invested $1.5M+ of their own capital. The company has achieved three critical regulatory approvals (SEC-registered ATS, FINRA-member broker-dealer, SEC-registered transfer agent) with what it claims is 96% less capital than competitors. The current raise has $1,921,547 raised to date, though $1,916,547 was previously raised, meaning the current campaign has added approximately $5,000 in new capital. Financials have been reviewed by RNB Capital, LLC. No specific ATS trading volumes, number of companies listed for secondary trading, average trade size, revenue run rate, or profitability metrics were disclosed.Market OpportunityEvery Reg CF, Reg D, and Reg A raise creates demand for secondary trading, and Silicon Prairie's infrastructure serves all of them. The $2.8B invested in private companies since 2016 represents the immediate addressable market of trapped capital seeking liquidity. Asset tokenization is estimated to grow from $310 billion in 2022 to $11-16 trillion by 2030 (citing Yahoo Finance and ARK Investments), and as regulations clarify around digital assets, the ATS becomes more valuable. Silicon Prairie claims to be one of only approximately 12 firms in the US with the type of ATS approval required to lead this shift. The broader TAM encompasses all private market transactions that could benefit from regulated secondary trading infrastructure.TeamFounder and CEO David Duccini founded Silicon Prairie in 2016 and has led the company through multiple SEC and FINRA regulatory approvals to build the full-stack infrastructure. President of the Broker-Dealer Cedric Long, CFA, oversees FINRA-member operations with 30 years of experience and the Chartered Financial Analyst designation. President of the Transfer Agency Jade Barker leads cap table administration, escrow services, and investor reporting. Senior Investment Banker Wiley H. Sharp III brings decades of investment banking experience in M&A, syndication, and corporate finance. Operations Director Ally Miettunen manages day-to-day operations across subsidiaries, with a background including Coinbase, Enterprise, and Crews (Series 7 in process). FINOP and Securities Representative Hunter Brennan handles securities transactions and compliance with Series 7, 28, 63, and 82 credentials. Capital Consultant Dylan Duncan manages the online capital formation pipeline. Product Marketing Director Daniel Life has 20+ years in tech startups with a Silicon Valley exit and two prior companies.

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