Bedrock Robotics, a San Francisco-based startup building autonomous construction equipment, has just raised an $80M Series A to scale its AI-powered excavators and bulldozers across U.S. job sites. The round positions Bedrock as a serious player in the race to automate what is largely a “legacy tech” business, but it also draws a hard line in the sand for QSBS eligibility moving forward.

Qualified Small Business Stock offers a powerful tax exemption: up to 100 percent exclusion on capital gains, capped at $10M or 10 times the investor's basis for shares generally issued prior to July 4, 2025. However, this benefit is only available to shareholders who acquired stock when the company’s gross assets were under $50M. With this Series A, Bedrock has crossed that threshold on cash alone.

That means only founders and the earliest seed or angel investors who acquired stock before this $80M raise will likely qualify for QSBS treatment. Anyone investing from this point forward is unlikely to meet the Section 1202 gross asset test.

This dynamic is becoming increasingly common in the AI space, where companies are raising large rounds early in their lifecycle. Bedrock, for example, is just over a year old and already well beyond the QSBS asset limit. These rapid-fire fundraises may be great for growth but often cut off access to one of the most valuable tax exemptions available to early shareholders.

Still, liquidity can happen early. Founders and early investors in these companies could have already taken some chips off the table through a secondary sales or other early exits. For those who sold QSBS before hitting the five-year holding period, there is still a way to preserve the benefit: a QSBS rollover.

A QSBS rollover can allow realized gains to be deferred and even fully excluded later if reinvested into new QSBS-eligible stock within 60 days. It’s one of the only ways to continue the QSBS clock and maintain access to the exemption, especially in cases like Bedrock where a single raise quickly pushes the company past the threshold.

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You could benefit from a QSBS rollover if:

You recently sold QSBS before the 5 year minimum hold period
You recently sold QSBS that you held for 5 years, but your gain exceeds $10M
You’re considering an exit in the next 1-4 years and want to think ahead about tax planning
Are an angel investor seeking flexible QSBS opportunities to help defer gains

The Vint Retail Partnership Program can be a solution for QSBS gain holders in need of a flexible, low-risk, and relatively liquid QSBS opportunity. Get in touch with our team today to learn how to partner with us and potentially save millions in gains tax from a stock sale.

Here are some of the questions we typically ask when having a first meeting with potential partners:

Did you recently sell or are you holding Qualified Small Business Stock?
When did you sell your stock?
Was this your first liquidity event?
Are you a founder, early employee, outside investor/angel, etc?
Are you certain that your stock met the Active Trade/Business and other requirements under Section 1202? (Outside of holding period requirements)
What is your intended rollover amount?
How long did you hold your initial stock?

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