Equity crowdfunding vs. IPO

When a company needs to raise capital to grow, it knows that sooner or later it will have to consider the option of opening its capital stock to the public. Equity crowdfunding and IPO for the IPO are two different ways of doing it-very different. 

On the one hand, equity crowdfunding makes it possible to raise capital online with a rather simple procedure technically, involving a wide audience of investors, often already close to the project. On the other hand, the IPO represents the’official entry into financial markets, in the presence of the world's vast and anonymous audience of investors, with all that that entails in terms of structure, regulation and visibility.

Usually, these two paths respond to different needs, timing and levels of business maturity. But for some startups with high potential and excellent traction, and for many SMEs in the scale-up phase, there are areas of overlap, to move in which it is useful to know how to compare equity crowdfunding and IPO To choose the most appropriate growth opportunity.

Sometimes it is not even necessary to choose: today, in fact, there is also a bridge between the two instruments, the crowdfunding listing.

We also know that good financial planning is one that combines multiple financing options in parallel or sequentially in a company's growth path.

To really understand how to choose between equity crowdfunding and IPO or how to combine them, in this article we understand what they are, how they work, and what implications they have for a business.

What is equity crowdfunding: a summary

Read more what equity crowdfunding is and how it works, we refer you to the numerous articles in our blog on the subject, such as. The complete guide on equity crowdfunding for startups and SMEs.

Here we make only a brief summary useful to refresh the memory and properly understand the rest of the discussion.

Equity crowdfunding is a mode of raising venture capital in which a company (spas or LLCs) offers units or shares through a authorized online platform, allowing investors (both retail and professional) to participate in the capital increase.

From an operational point of view:

• the company sets a collection target;
• carries out communication and marketing activities to build an audience of potential investors;
• publishes the campaign on a platform and continues marketing activities;
• investors can subscribe for units during a limited period.

What is an IPO and how it works

A IPO (Initial Public Offering) is the’initial public offering by which a company offers its shares for sale to the public for the first time, creating the initial free float to be admitted to the trading on a regulated market or on a multilateral trading facility.

The process involves:

• The preparation of the company (governance, budgets, organizational structure);
• The involvement of financial and legal advisors;
• The preparation of a prospectus or admission document;
• The placement of shares with investors;
• The start of trading on the stock exchange.

Unlike crowdfunding, IPO is not just about raising capital: is a structural step that transforms the company into a listed entity, with ongoing disclosure requirements and a constant relationship with the market.

The preparatory stages: governance, advisor, and documentation

Even before proposing its actions to the public, the company must prepare internally.

This means:

• adjust the governance (board of directors, internal controls, procedures);
• structure a system of financial reporting solid and transparent;
• Verify the quality of the data through a due diligence.

Several advisors come into play at this stage:

• Investment banks or placement agents;
• legal advisors;
• auditing firm;
• possible listing sponsors.

In parallel, the investor information document is prepared:

• the prospectus In regulated markets;
• the admission document In multilateral systems such as Euronext Growth Milan.

These are detailed documents describing the company, the risks, the business model, and the terms of the offering.

The public offering and the creation of the free float

The central stage of the IPO is the offering of shares to the public.

Here the placement of securities with institutional and, in some cases, retail investors takes place. The goal is not only to raise capital, but also to create a floater, that is, a share spread among the public and thus tradable in the market.

Central to this stage is the roadshow, that is, a series of meetings organized by management and advisors with potential investors, especially institutional investors. During the roadshow, the company, flanked by one or more advisors, presents its business model, financial data, and growth prospects, with the aim of:

• Gathering interest and investment intentions;
• Contribute to the setting of the placement price;
• Build an investor base consistent with the company's positioning.

The free float is essential precisely because it enables the formation of a market price, ensures trading liquidity, and makes it possible for investors to enter and exit.

Once the placement is completed, shares begin to be traded on the stock exchange. Since that time, the value of the company is no longer determined only internally or in capital increase, but also by the meeting of supply and demand in the market.

What happens after the listing

The listing is not an end point, but the beginning of a new phase.

A listed company must meet ongoing disclosure requirements with high standards of transparency, including periodic publication of financial results and timely disclosure of relevant information (price sensitive).

It also has to manage the relationship with investors, analysts, and financial media.

At the same time, listing opens up opportunities that would otherwise be difficult to obtain:

• Greater access to capital over time;
• possibility of using shares as leverage for acquisitions;
• Increased visibility and credibility in the market.

It is precisely this balance between opportunity and complexity that makes the IPO a powerful tool, but one that is not suitable for all stages of business development because of the cost and commitment required.

Equity crowdfunding vs IPO: key differences

Comparing equity crowdfunding and IPOs means analyzing two instruments that operate on different planes: one is geared toward raising capital up to a limited threshold through the activation of a customer base and other contacts; the other is a structural move toward capital markets.

For this reason, comparison should be read by operational dimensions, not hierarchy. There is no absolute “best” tool, but solutions that are more or less consistent with the stage and goals of the enterprise.

Access to capital: openness to the public vs. market entry

In crowdfunding, the company raises capital by opening its capital stock to a plurality of investors, without becoming a listed company.

In the IPO, on the other hand, the raising is closely linked to admission to a market: the shares offered are disseminated to the public to create a free float and start trading.

In summary:

• In crowdfunding, a capital increase is carried out;
• In the IPO, a capital increase is carried out e a secondary market is accessed.

This difference directly affects the structure of the operation and its implications over time.

Time, complexity and cost

An IPO requires Longer timescales and a significantly higher level of complexity.

The process includes:

• Internal preparation and governance adjustment;
• Involvement of multiple advisors;
• Drafting of articulated documentation;
• Placement and roadshow activities.

Equity crowdfunding is more accessible in this respect:

• shorter times;
• Simpler operational structure;
• Far lower (but not zero) costs, crowdfunding also has a cost!).

This does not mean that it is an immediate process. The complexity shifts to another plane: that of communication, demand building, and campaign management.

Effects on governance and transparency

Both instruments involve the entry of new members and thus an evolution of governance.

In the case of the IPO, this change is more profound:

• Continuous disclosure requirements;
• Greater formalization of internal processes;
• Constant exposure to market judgment.

In crowdfunding, the impacts are smaller but still significant:

• Need to manage a broader membership base and related entitlements;
• Greater attention to communication to investors;
• Introduction of coordination tools (e.g. common vehicles or representatives).

In many cases, crowdfunding can be a first step toward more structure.

Marketing, reputation and visibility

One of the clearest differentiators concerns the role of marketing.

In crowdfunding, collection is closely linked to the ability to communicate and the campaign becomes a visibility and storytelling tool. Investors often coincide with the company's audience: customers, employees, suppliers, etc. (but especially customers or potential customers).

In the IPO, the visibility is mainly financial; in fact, the communication is geared toward institutional investors and analysts and is mainly based on numbers rather than narrative.

It is therefore a matter of two different forms of exposure: one more commercial and relational, the other more financial and institutional.

Liquidity of investment and possibility of exit

Liquidity is one of the main distances between the two instruments and a critical issue essential to crowdfunding.

In equity crowdfunding, subscribed units or shares are not tradable on a regulated market. Exit possibilities exist, but they are less immediate and depend on extraordinary transactions, private negotiations or secondary markets still underdeveloped (so-called “electronic bulletin boards” online developed by some platforms).

With the IPO, however. the shares are tradable in the market, the price is transparent and updated daily, so investors can enter and exit more easily.

This difference is one of the reasons why hybrid models such as CrowdlistingⓇ are emerging, which seek to combine widespread collection and trading access.

Pros and cons of equity crowdfunding

Equity crowdfunding is often perceived as an easier tool than the IPO. This is certainly true in part, plus it has specific advantages, but it also confronts unusual difficulties for a capital raising tool and also has structural limitations that need to be considered carefully.

We have already dedicated A comprehensive article to the pros and cons of crowdfunding, so again we only give a useful summary here.

The pros of equity crowdfunding

One of the main strengths of equity crowdfunding is the’accessibility.

Compared with other capital-raising instruments, especially those involving a capital increase, it requires a less complex structure, has a generally shorter time frame, and allows even SMEs and startups to open capital.

Added to this is a distinctive element: the marketing component.

A well-constructed campaign allows you to create a Active community of customers who are also investors and vice versa, to increase brand visibility and create a network of useful contacts.

This makes crowdfunding a tool that not only raises financial resources, but can contribute to business growth and validation of the business model.

The cons of crowdfunding

The first potential “cons” of equity crowdfunding concerns the risk of public failure. If the campaign does not reach the minimum target, the result is visible and can impact the perception of the company. As we shall see, the same applies to the IPO.

One aspect that is not negative but risky is the dependence on the ability to activate non-professional investors.
The platform does not guarantee investment: without a communication strategy and a phase of precrowd structured, the collection is unlikely to be realized.

From a corporate perspective, the entry of numerous small shareholders can create complexities in managing communications and investor coordination, with a strong need for tools to simplify governance.

Finally, the liquidity of holdings is limited. In the absence of a developed secondary market, investor exit depends on events such as new inflows, extraordinary exit transactions, or a possible future listing.

This element affects both the attractiveness of the proposal to investors and the overall structure of the operation.

Pros and cons of IPO

The IPO is often perceived as a natural milestone in a company's growth journey. It is indeed a destination that offers important validation and relevant opportunities, but it also introduces constraints and complexities that not all companies are ready to support.

The pros of the IPO

The main advantage of the IPO is the’structured access to the capital market.

A listed company can raise capital more continuously over time, expanding its investor base and using the market as leverage for future transactions.

Added to this is financial visibility. The listing increases the credibility of the company towards professional and institutional investors, industrial partners and the banking system.

Another relevant element is the liquidity of the stock.

Exchange-traded stocks can be bought and sold at any time, making it easier for investors to enter and exit than unlisted instruments.

Finally, the status of a listed company can facilitate growth operations by external lines, such as through acquisitions in which shares are used as consideration.

The cons of the IPO

Along with the benefits, the IPO entails a significantly high level of complexity.

The listing process takes quite a long time, the involvement of numerous advisors, and extensive internal preparation.

Added to this are the costs, which do not end with the initial operation, which in itself is very expensive. A listed company faces recurring costs related to compliance, financial disclosure, and maintaining the standards required by the market.

The failure of the IPO, moreover, as we have already mentioned, is a public event, which can greatly damage the company's reputation and credibility if not successful.

A further aspect relates precisely to disclosure requirements. The company is required to continuously report relevant data and information, with a level of transparency that can be challenging.

Finally, the listing introduces a Constant pressure from the market:

• stock performance;
• investors' expectations;
• Reactions to results and communications.

This can influence strategic choices and requires careful management of the relationship with the market.

Crowdfunding listing: when equity crowdfunding can replace or anticipate an IPO

The comparison between equity crowdfunding and IPO so far has appeared as a binary choice. In reality, an intermediate model has developed in recent years that combines elements of both: the crowdfunding listing (registered by the Opstart platform under the brand name CrowdlistingⓇ, by which it is better known).

This is an approach in which equity crowdfunding campaign is not an alternative to listing, but an integrated or preparatory phase to the market access pathway.

CrowdlistingⓇ, in fact, is an operating model in which a company carries out an equity crowdfunding campaign with the stated or planned goal of later going public.

Online capital raising replaces IPO phase and roadshow in the role of building the free float to access the IPO: it is an easier, less risky, and less expensive route. The very prospect of listing facilitates the success of the equity crowdfunding campaign because it eliminates the problem of illiquidity of shares typical of this instrument.

However, the bureaucratic complexity and the need for consultants and advisors to then proceed with the IPO remains unchanged.

The crowdfunding listing route makes sense especially for companies that:

• have already reached a certain level of organizational maturity;
• Are able to sustain a listing path in the medium term;
• Have an actionable stakeholder base (customers, partners, community);
• Have a growth project that is understandable and communicable to the market.

In Italy, there have already been several cases of IPO of companies through equity crowdfunding, especially on the Opstart platform, which devised the pathway: for example, the photovoltaic glass company Glass to Power and the Collective Investment Scheme (UCITS) 4AIM SICAF.

Equity crowdfunding and IPO together in growth strategy

The most often useful perspective with which to look at the comparison between equity crowdfunding and IPOs is actually that of integration. In many cases, the two solutions can be placed within the same growth strategy, with different roles and times.

For many companies, equity crowdfunding can be an initial or intermediate phase with which to strengthen capital, validate the business model, and build a community of customers and investors, ready to participate in the company's subsequent operations as well.

This step also allows them to begin structuring governance and communication to a wider audience, without having to bear the burdens of a listing right away.

The IPO and IPO may be a later step, at a more mature stage, when the company has achieved greater organizational and financial stability.