We analyse the role of place-based investing in driving and improving the outcomes of the UK’s levelling up program. We firstly review the evidence on the failure of the existing levelling up efforts, and the potential benefits of place-based investing. We then turn to our major contribution. We develop the first behavioural economics/game theory analysis of place-based investing/levelling up. We demonstrate the following: a) Place-based investing has the potential to drive levelling up if investors think beyond self-interested financial return towards the social impact of the projects that they invest in, b) The matching of appropriate investors with like-minded entrepreneurs may be key, c) we need to recognise that such investors may be capable of providing more than just finance. They can form partnerships with the entrepreneurs and businesses that they invest in, working together to create economic and social value. We confront our game-theoretic analysis with existing academic and practitioner evidence, and suggest areas for future research.