What is a Hidden Cap?

Hidden caps are one of the fundamental financial instruments used in modern markets. A hidden cap is a form of equity financing, where investors provide capital to a company without it being publicly disclosed. This type of funding is often sought-after by startup companies, as it allows them to gain access to capital without having to disclose their financials or business dealings.

The main advantage of using a hidden cap structure is that it gives companies more control over their finances and capital structure. Companies can avoid potential investor influences or market speculation, while also gaining access to additional capital resources that may not have been accessible through other methods. However, like all investments, there are potential risks associated with investing in hidden caps.

Investors should be aware that, in a hidden cap structure, the investor does not have any control over the company's financial decisions. This could potentially lead to losses or unexpected costs if problems arise. Additionally, since a company is not disclosing its finances and business dealings publicly, there may be certain risks associated with lack of transparency. Investors must carefully weigh all aspects of an investment before deciding to enter into a hidden cap agreement.

Overall, hidden caps can be beneficial for both companies and investors when used properly. However, it is important to understand the potential risks associated with investing in such a structure before committing capital. By doing so, investors can make sure they are making informed decisions and investing responsibly.

It should also be noted that, depending on the jurisdiction, hidden cap investments may be subject to certain regulations. Therefore, it is important for investors to seek professional advice and make sure they are fully aware of all relevant laws before entering into this type of agreement. Furthermore, investors should also consult a financial advisor or other financial professionals who can provide more detailed insight and guidance on investing in hidden caps.

By taking the time to learn about hidden caps and the potential risks associated with them, investors can increase their chances of success when investing in these types of arrangements. Additionally, they can ensure that their capital is being put to good use and potentially gain access to new sources of financing. As such, understanding how hidden caps work is an essential.

Simplified Example

A hidden cap can be thought of like a secret limit on how much candy you can have. Imagine you're at a candy store and you're allowed to pick out as much candy as you want. However, your parent has set a secret limit on how much you can actually take. They haven't told you what the limit is, but if you reach it, you won't be able to take any more candy.

In the same way, a hidden cap is a limit that's set on how much of something you can have, but it's not publicly disclosed. For example, in a fundraising campaign, there might be a hidden cap on how much money can be raised, even though the cap isn't publicly announced. The goal is to control the amount of money raised so that the fundraising campaign doesn't get too big, but the participants don't know about the limit, so they continue to contribute until it's reached.

History of the Term "Hidden Cap"

The term "hidden cap" is thought to have surfaced in the early 2010s in tandem with the evolution of initial coin offerings (ICOs) and token-centric fundraising approaches. Its prominence grew within the ICO landscape, where certain fundraising initiatives would establish a publicly disclosed "hard cap," indicating the maximum funds intended to be raised. Simultaneously, these campaigns would set an undisclosed or "hidden cap," representing the actual target amount they aimed to secure.


Initial Coin Offerings (ICOs): In an ICO, a company might set a hidden cap on the number of tokens that will be sold. This is done to control the amount of capital raised and to maintain the value of the tokens. For example, if the company sets a hidden cap of 100 million tokens, but only sells 50 million tokens publicly, the value of the tokens should be higher because the supply is limited.

Venture Capital Investments: A venture capital firm might set a hidden cap on the amount of money they're willing to invest in a startup. This is done to control the amount of equity they give up in the company and to make sure they're able to get a good return on their investment. For example, the venture capital firm might set a hidden cap of $10 million, but only publicly announce that they're willing to invest $5 million.

Real Estate Investments: In a real estate investment, there might be a hidden cap on the amount of money that can be invested. This is done to control the amount of capital invested and to make sure the investment generates a good return. For example, if the investment has a hidden cap of $100 million, but only accepts $50 million publicly, the investment should generate a better return because the investment is smaller and the funds are being invested more efficiently

  • Capital: A way to describe the money and other resources that people and businesses use to make things happen.

  • Market: A place or system where buyers and sellers come together to exchange goods, services, or financial instruments.