UK Capital Markets Just Changed

Crowdcube has been authorised as one of the first Retail Public Offer Platforms by the Financial Conduct Authority under the new Public Offers and Admissions to Trading Regulations.

The old €8M public raise cap is gone.

By using a Retail Public Offer Platform, private companies can now run uncapped primary offers to retail investors, including £50M to £100M+ pre IPO rounds, without publishing a full FCA approved prospectus.

For more than a decade, Crowdcube has been synonymous with early stage community rounds. Under Bill Simmons’ leadership, the platform has grown from startup infrastructure to regulated market architecture. Since he joined in 2014 as CFO, the investor base has expanded 17x and total capital raised has scaled 5x, with landmark campaigns including Monzo, Revolut, Qonto and ZOE.

Now the mandate is larger.

With POP status and a partnership with the London Stock Exchange’s Private Securities Market through the PISCES sandbox, Crowdcube acts as a regulated bridge between late stage private capital and public markets. Retail investors can participate in rounds that were previously institutional only. Scale ups can raise significant capital while remaining private.

Bill’s background spans MySpace & Ask.com among others and over two decades in technology and online marketplaces. He has operated through multiple capital cycles and seen retail appetite rise, fall, and return stronger.

We sat down with Bill to talk regulatory inflection points, underwriting risk at scale, and whether the equity gap has finally narrowed.

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Q&A

Q: The €8M cap is gone and retail can now participate in £50M to £100M+ pre IPO rounds. Has the UK come closer to  structurally solving the late-stage financing gap?

- The removal of the €8M cap and the introduction of the Public Offer Platform (POP) regime represent a significant structural shift. By replacing the costly and complex prospectus requirement with a platform-led disclosure model, the UK has removed a primary barrier for private companies to access large-scale retail capital. This enables retail investors to fill the financing gap in £50M–£100M+ pre-IPO rounds that were previously the exclusive domain of institutional growth funds. While retail investors are exposed to private market risks earlier, the regime mitigates this by requiring platforms like Crowdcube to act as regulated gatekeepers, ensuring disclosures are standardised and verified.

Q: Moving from early-stage community raises to large late-stage primary rounds changes the risk profile materially. How does Crowdcube think about underwriting, diligence standards, and investor protection under the POP regime?

- Crowdcube is evolving  from solely being a fundraising venue for startups to acting as regulated market infrastructure for later stage companies. Under the POP regime, Crowdcube takes on a significant "gatekeeper" mandate, moving its role closer to that of a professional intermediary. Diligence now focuses on a Disclosure Summary, a standardised and verified document that replaces the traditional prospectus. Crowdcube verifies an issuer's key disclosures, including financial history, management, and business models, using independent evidence where possible to ensure retail investors have clear, reliable information for high-stakes pre-IPO rounds. The diligence, disclosure and investor protection standards align very closely with Crowdcube’s existing operating model. Crowdcube was closely involved in the consultation process with the Treasury and the FCA on how to address these requirements.

Q: What happens to cap table dynamics when retail sits alongside growth funds in nine-figure rounds? Does this change governance, allocation strategy, or IPO preparation?

- When retail sits alongside growth funds in £100M+ rounds, the primary tool for managing the cap table remains our Nominee structure. This allows thousands of retail investors to appear as a single legal entity on the cap table, preserving clean governance for institutional growth funds. However, it changes "IPO preparation" by creating a pre-existing base of brand advocates and shareholders. This makes the eventual transition to public markets smoother because they’ve already built a network of champions for their brand.  

Q: POATR replaces the legacy EU prospectus regime with a more agile framework. Has the UK created a structural advantage over the EU in attracting scale-ups to stay and raise privately?

- Yes, the POATR (Public Offers and Admissions to Trading Regulations) framework provides a clear advantage. Although the EU wider crowdfunding regime allows for EU-wide offers of €5M, beyond that most EU jurisdictions are still tied to legacy prospectus requirements for raises over €8M. By allowing uncapped raises through a POP without a full prospectus, the UK has made it faster and cheaper for scale-ups to stay private longer. This agile framework is specifically designed to attract high-growth companies that previously might have looked to either US markets or earlier IPOs to access large-scale liquidity.

Q: If retail capital can now participate meaningfully in late-stage private rounds, how does that reshape the traditional role of venture and growth equity funds?

- The traditional role of growth funds is being challenged as they lose their "monopoly" on late-stage rounds. Venture funds may move from being the sole providers of capital to being cornerstone investors who validate a deal, while retail provides the majority of the capital. This could lead to a model where growth funds focus more on board-level governance and operational scaling, while the capital itself becomes more democratised through platform-led participation.

Q: Crowdcube is moving from crowdfunding platform to regulated market infrastructure, with links to the Private Securities Market via PISCES. In five years, do you see yourselves as a bridge to IPO, an alternative to IPO, or something entirely different?

- We see Crow dcube as the bridge between the private and public markets. Through our status as a Public Offer Platform, our role as a Registered Auction Agent for the London Stock Exchange’s PISCES market, and our technology to facilitate large employee liquidity events, we are creating a world where "going public" is no longer a single, daunting event. In five years, Crowdcube will be the infrastructure that allows a company to remain private while offering the liquidity and transparency of a public market, effectively making a company "IPO-ready" years before they ever list on a main exchange.

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Got a raise on your hands? Reach out to Crowdcube.