001
Operating first
We start with the company, its customers and its operating model. Capital comes after the case for it is clear.
Capital Markets · Capital formation · Investment vehicles · Public-market pathways
Capital markets. One ecosystem, four pathways.
Capital formation is part of how Orthogonal builds companies. Four connected pathways — the SPAC Franchise with Clear Street, SPV partnerships, the Orthogonal Syndicate and our Wefunder relationship — each organized separately from Orthogonal Thinker, Inc.
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Pathways
01
Parent company
Separate
Each pathway organized on its own
Licensed
Regulated work by licensed firms
00 Where capital markets sits
Operating model
One capital-markets ecosystem, four separate pathways.
Capital formation sits alongside finance, legal, governance and investor relations inside the parent platform. Orthogonal prepares companies and coordinates each pathway; regulated activities — offerings, placements, investment advice and audits — are carried out by appropriately licensed firms.
Orthogonal Thinker, Inc.
Parent company · Not a broker-dealer or investment adviser
Operations
Finance + Audit
Legal + Compliance
Data + Systems
Governance
Capital Markets
Each pathway is organized separately — own entity, documents, eligibility rules and licensed professionals
002
Separate by design
Each pathway has its own entity, documents and governance, kept legally and operationally separate from the parent.
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Professionals in the loop
Legal, audit, accounting and securities work is done by appropriately licensed professionals, coordinated by our team.
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Disclosed interests
Where Orthogonal has an interest in a pathway it discusses with a company, that interest is disclosed.
01
Separate entityPathway 01
Clear Street relationship
Public-market pathways. The SPAC Franchise.
Orthogonal has organized a separate SPAC — a special purpose acquisition company — with Clear Street as its proposed sole bookrunner. The SPAC is intended to provide a potential business-combination pathway for suitable companies. It is its own issuer, with its own sponsor, investors, documents and timeline. Listing the SPAC does not list Orthogonal Thinker, Inc.
Discuss a pathwayHow a company moves through the pathway
Readiness
Audit, governance, controls, reporting
Structure
Combination, listing or alternatives
Advisers
With the company’s own counsel and auditors
Public company
If suitable — no transaction assured
- Organized as
- Orthogonal Thinker Acquisition Corp., a separate SPAC issuer outside Orthogonal Thinker, Inc.
- Works with
- Clear Street — proposed sole bookrunner
- Suitable for
- Companies whose next stage may be a public listing
- Status
- Confidential draft registration statement submitted June 18; SEC “no review” notice received August 25. Not an approval or an effective registration statement.
Listing the SPAC does not list Orthogonal Thinker, Inc. Orthogonal’s ‹ sponsor or affiliate interest › is set out in the SPAC’s own documents. A SPAC pathway is subject to its own requirements and review; not every company is suitable, and no transaction is assured.
02
Separate vehiclesPathway 02
Structured investment vehicles
Structured investment vehicles. SPV partnerships.
When a specific opportunity arises, Orthogonal may participate through a special purpose vehicle organized with ‹ provider ›. Each SPV is a separate legal vehicle for a single opportunity, with its own documents, terms and eligible participants — separate from Orthogonal Thinker, Inc. and from the companies Orthogonal builds.
Contact investor relationsOne vehicle per opportunity
Eligible participants
Verified before materials are shared
Separate SPV
Own legal vehicle and documents
Single opportunity
Terms set in definitive documents
- Structure
- One special purpose vehicle per opportunity, with its own definitive documents
- Partner
- ‹ partner identity and consent to be named ›
- Eligibility
- ‹ eligibility for that opportunity ›
- Conflicts
- Orthogonal’s own interests are disclosed for each opportunity
- Status
- Hidden until a specific opportunity, provider and structure exist
Private investments are illiquid and high risk. Nothing on this page is an offer to sell or a solicitation of an offer to buy any security.
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Eligible investorsPathway 03
Deal-by-deal investment network
The Orthogonal Syndicate. A deal-by-deal investment network.
The Orthogonal Syndicate is a proposed investment network through which ‹ eligible, verified investors › can review selected opportunities one at a time. It is managed by ‹ legal entity ›, separately from Orthogonal Thinker, Inc. Each investment is made through its own vehicle, and membership never obligates anyone to invest.
Syndicate overviewEligibility first. One opportunity at a time.
Verify
Eligibility, identity and compliance checks
Review
Each opportunity with its own documents
Decide
Opt in or out, deal by deal
Invest
Through a separate vehicle
- Managed by
- ‹ manager / lead entity ›
- Who can join
- ‹ eligibility and verification method ›
- Offering exemption
- ‹ Rule 506(b) or 506(c) — determines whether this can be public ›
- Fees
- ‹ management fee and carried interest, if any ›
- Sourcing
- ‹ Orthogonal-built companies, third-party deals, or both ›
Private investments are illiquid and high risk. Investors can lose their entire investment. Orthogonal does not guarantee deal flow, allocations or returns.
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Third-party platformPathway 04
Crowdfunding platform relationship
Platform relationships. Wefunder.
Orthogonal’s founder, David Nikzad, made a historical personal investment in Wefunder. Orthogonal’s own fundraising and any syndicate activity are separate from that investment and documented on their own terms. Wefunder makes its own decisions; Orthogonal offers other companies a route to the platform only where an arrangement with Wefunder is in place.
Start a conversationThe relationship, stated precisely
Founder investment
A historical personal investment by David Nikzad. Holder of record: ‹ updated holder records ›.
Company fundraising
Separate from the founder’s investment, and shared privately by invitation.
Third-party pathway — only if agreed with Wefunder
Company
Works with Orthogonal
Wefunder review
Wefunder’s own process and requirements
Community investors
If accepted by the platform
- Relationship
- Historical personal investment by Orthogonal’s founder
- Suitable for
- ‹ Wefunder’s confirmation of any program for other companies ›
- Decision
- Made by Wefunder, not by Orthogonal
- Wording
- ‹ relationship description and use of Wefunder name ›
Wefunder does not sponsor, endorse or guarantee Orthogonal or any company or offering. Working with Orthogonal does not guarantee access, acceptance, listing or funding.
05 Investor relations
Shareholders
For shareholders. Records, updates and contact in one place.
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Shareholder portal
Log in with your investor email to review holdings and contact details.
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Registered ownership
Shareholder records are maintained with an independent transfer agent.
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Company updates
Holding-company and portfolio updates are posted to the portal.
06 Start a conversation
Build. Partner. Invest.
Companies
Founders and leadership teams working out what capital the next stage requires, if any.
Start a conversationPartners
Institutions, banks, platforms and operators aligned with the system’s sectors and objectives.
Partner with OrthogonalInvestors
Existing shareholders and prospective investors.
Investor PortalOrthogonal Thinker, Inc. is not a broker-dealer, investment adviser or placement agent. References to third parties describe business relationships only and do not imply their endorsement of Orthogonal or of any company, offering or transaction. Nothing on this page is an offer to sell or a solicitation of an offer to buy any security. Any offering is made only through definitive offering documents to eligible investors. Statements about potential pathways are forward-looking and subject to risks and uncertainties. See Legal.
Build privately. Institutionalize deliberately.
Own for the long term. Compound across cycles.