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MyWallSt

Changing financial outcomes for underserved investors
B2C Finance Apps
Featured image of MyWallSt
Round
Bridge Round
Allocation
$5M
Minimum investment
$7,500
Price per security
$5.63
Security type
Stock Purchase Agreement
Deadline
September 1, 2022
Valuation
$19.856M
MyWallSt has withdrawn its campaign
All investments have
been refunded.
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Invest in MyWallSt
Campaign closed
Co-investors
Motley Fool Ventures
Motley Fool Ventures is an early stage, technology-focused venture capital fund, powered by The Motley Fool’s brand, investing approach and communities. The firm seeks out situations where founders are leveraging technology to create a clear competitive advantage and to disrupt their industry - with a particular interest in the areas of finance, culture, people, and business processes. Portfolio companies include - Carta, Blokable, Upskill, and more.

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by MyWallSt Limited.
Company documents
MyWallSt MyWallSt SPA Form CRS.pdf MyWallSt Limited PPM.pdf MyWallSt Limited Financial Statements.pdf Accreditation FAQs.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf
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Investment summary

This investment opportunity is to purchase interest in a Special Purpose Vehicle that will obtain an interest in the Issuer.

There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees.


  • 3.25M+ app installs in 165 countries; 90% organic
  • Paying customers in 65 countries
  • Board includes C-level execs from ARK Invest & The Motley Fool
  • Rapidly growing engagement across all major media platforms
  • Backed by Motley Fool Ventures, our largest external shareholder

Problem

The crypto-age investor is rejecting financial advisors

as fast as they rejected taxis.

Solution

We use our data platform to build a network of educated investors;

then, we give them the tools to
manage their financial outcomes.

MyWallSt is a multi-award-winning business that is accelerating the transfer of power from brokers, analysts, and advisors to the consumer by simplifying the source of Wall Street's power — financial data.

Our purpose is to inspire people to own their financial future. Our services empower a new generation of investors to manage their outcomes. MyWallSt is changing financial outcomes for the underserved investor, regardless of race, gender or status.

We're ready to fuel this rocket with an optimised and proven business, and we'd love to have you on board.

Product

We provide a clear path for anyone to go from beginner to knowledgeable investor...

...with a suite of digital products that are scalable, defensible, and built for recurring revenue.

Our platform provides exciting and engaging education and analysis content, stock market advice and money management services for the everyday investor who is underserved by existing wealth management offerings.

MyWallSt
The MyWallSt mobile investing companion helps DIY investors learn and explore well-researched stocks. Our analytics team delivers concise, jargon-free breakdowns on our preferred stocks available in the US markets, as well as Stock of the Month, a monthly deep-dive into one stock from our list that we are most excited about.

MyWallSt Horizon
MyWallSt Horizon is a premium service that invites clients to invest alongside co-founder and Chief Investor Emmet Savage. It includes on-camera stock analysis, access to Emmet's Watchlist, and an invitation to join the Horizon Community of engaged investors.

Traction

 MyWallSt's substantial accomplishments

  • Founders inducted to the Wall Street 50

  • Winner of The Grand Prix at the Golden Spiders awards

  • Leadership comprising of ex-Google, Vodafone & PwC.

  • Chief Strategy Officer of ARK Invest joined the board in March 2022

  • Paying retail customers in 65 countries

  • Provider of daily branded content to Revolut, one of the fastest-growing and best-known financial megs-apps in the world

  • Other B2B customers range from Africa-based investment app Bamboo to USA-based Salem University

  • Investment and a channel relationship from one of the US's leading consumer financial research firms: The Motley Fool.

  • Fast-growing podcast and social engagement with 6M engagements in Q4 2021

Customers

The largest generation in history is just starting their lifelong investing journey

We address 331 million underserved people with less than $1M to invest and their $59T in assets. We power their financial freedom by giving them the knowledge and tools to invest successfully.

Business model

A suite of monetized platforms

Currently, we have two core monetised education and research platforms that sit adjacent to the crowded field of low-cost and zero-fee brokerages, with a third in production:

  1. MyWallSt — our mobile research companion for the modern DIY investor.

  2. Horizon — our premium service to follow along with and learn directly from an experienced investor.

  3. Stellar [working title] —  to be unveiled in Q3.

Across these core platforms, we have amassed thousands of subscribers in more than 165 countries that know and trust us to deliver the high-quality information they need to make investment decisions.

We have secured B2B contracts with several notable brands, with more to come.

Now, we are positioned to launch what we believe could be our most important product offering.


Market

Globally, there are 331M people with less than $1M 
to invest. This amounts to $59T in assets underserved by traditional financial advisors. 

While our main markets at present are the US, the UK and Ireland, our total user base spans 165 countries, with paid subscribers in over 65 countries.

Digital wealth management AUM in North America reached $330B in 2019 and is expected to grow to $830B by 2024. Stock ownership is rising again among under-35s in the US; as of 2019, 47.8% own stocks, rising from 38.6% in 2013.

We have cultivated an engaged customer base who shows high 
levels of advocacy for the product and brand, as evidenced by a leading NPS of 46 and an average CSAT score of 91%. 

Our successful engagement of our target market has helped us build a partnership with Revolut, as a provider of daily investing content to their 18m users.

Competition

Vision

Raising to power-
charge our growth

We have proven that we can attract subscribers, that we can retain subscribers, and that we can increase the value of our subscriptions with additional offerings. Now we are raising to power-charge our growth.

Use of funds

Proceeds will be used to recruit in engineering & marketing and continue product expansion.

In 2023 we plan to raise a large investment to leverage our global platform, continue to drive growth in our subscriber base, and build, market, and scale our nascent wealth management products. 

We have forecast $1.16 billion total ARR in 2026 subject to our 2023 large raise.*

We have support from some of the world's leading venture funds, and we have an investment and advisory board filled with domain and venture expertise.

The time is right for our raise in 2022 as our products are well-positioned to meet the accelerating demand of our growing customer base.

We are the right team at the right time and the right place to build a new brand that’s loved the world over.

* Click here for important information regarding Financial Projections which are not guaranteed.

Funding

Over $11M raised since foundation

Backed by Motley Fool Ventures

Founders

Meet our team

As a team, our mission is to get the world investing successfully. Every one of us is an investor, which means that we have first-hand experience on how investing has improved our financial futures, while also genuinely understanding the concerns of our customers. We’re dedicated to sharing the possibilities of success with everyone.

Emmet Savage
Chief Investor & Co-Founder

Emmet’s passion is the stock market. Emmet had his personal portfolio professionally audited and achieved a 24% annual return for more than a decade – over triple what the S&P 500 returned.


John Tyrrell
CEO & Co-Founder

John’s mission in life is to achieve simplicity through technology. He believes investing grows long-term wealth and wants MyWallSt.com to create the simplest technology solution so that investing can be for everyone.

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by MyWallSt Limited.
Company documents
MyWallSt MyWallSt SPA Form CRS.pdf MyWallSt Limited PPM.pdf MyWallSt Limited Financial Statements.pdf Accreditation FAQs.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf

Bonus perks

In addition to your Stock Purchase Agreement, you'll receive perks for investing in MyWallSt.
Invest
$7,500
Receive
  • Invite to shareholders' get together in Dublin, Ireland.

About MyWallSt

Legal Name
MyWallSt Limited
Founded
Aug 2013
Form
Ireland Company
Employees
23
Website
mywallst.com
Social Media
Headquarters
Google Map location of of MyWallSt
5 Merrion Row , Dublin, County Dublin
Headquarters
5 Merrion Row, Dublin, County Dublin, Ireland D02 E797

MyWallSt Team
Everyone helping build MyWallSt, not limited to employees

Profile picture of Hazel Manks
Hazel Manks
Head of Finance
Profile picture of John Smyth
John Smyth
COO
Profile picture of Rory Carron
Rory Carron
Head Analyst
Profile picture of Zoe Farrell
Zoe Farrell
Business Manager
Profile picture of Rob Cumiskey
Rob Cumiskey
CMO
4 more team members
Hazel Manks
Head of Finance
John Smyth
COO
Rory Carron
Head Analyst
Zoe Farrell
Business Manager
Rob Cumiskey
CMO

FAQ

Do you have more information about the risks of investing in this campaign?

Do you have more information about the risks of investing in this campaign?

You can find resources on the risks to investing here: 

 

Disclosures & Disclaimers 

Additional Risks Disclosures

Still have questions? Check the discussion section.

Risks

We have a limited operating history upon which our performance can be evaluated, and accordingly, our prospects must be considered in light of the risks that any new company may encounter.
The Company is still in its developing stage and we are just beginning to implement our business plan. We were formed on September 19, 2012 in Ireland and we only commenced operations in 2015. We are currently leveraging our current position in the world of mass investment, as well as building, marketing, and scaling our nascent wealth management service. There can be no assurance that our market segment will accept our services or that the Company will operate profitably in the future. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications, and delays usually encountered by early-stage companies. The Company may not be successful in reaching the objectives necessary for it to overcome these risks and uncertainties.
Major health epidemics, such as the outbreak caused by the current coronavirus (“COVID-19”), and other outbreaks or unforeseen or catastrophic events could disrupt and adversely affect our operations, financial condition, and business.
Ireland and other countries have experienced and may experience in the future major health epidemics related to viruses, other pathogens, and other unforeseen or catastrophic events, including natural disasters, extreme weather events, power loss, acts of war, and terrorist attacks. For example, there was an outbreak of COVID-19, a novel virus, which has spread to Ireland and other countries and declared a global pandemic, including new strains such as the omicron variant. The global spread of COVID-19 has created significant volatility and uncertainty in financial markets. There is significant uncertainty relating to the potential impact of COVID-19 on our business in the long term. The extent to which COVID-19 impacts our current capital raise and our ability to obtain future financing, as well as the results of our operations and our general financial condition will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken by governments and private businesses to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 continue for an extensive period of time, our business, results of operations, and financial condition may be adversely materially affected.
It may be difficult to enforce a U.S. judgment against the Company and the Directors named in this Private Placement Memorandum or to assert claims in Ireland.
The Company is incorporated and operates in Ireland and has three wholly-owned subsidiaries, two of which are incorporated in the United States (the “U.S.”). None of our Directors are residents of the U.S., and our assets are located outside of the U.S. Therefore, it may be difficult to enforce a judgment obtained in the U.S., against the Company or any of these persons, in U.S. or Irish courts. Furthermore, if a foreign judgment is enforced by an Irish court, it will be payable in euros.
The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.
In order to achieve the Company’s near- and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. In particular, the Company has yet to become profitable, has an estimated average monthly burn rate of €165,000.00, (or $172,563.60 based on an exchange rate determined on or about July 5, 2022) and might not be able to fulfill its financial obligations in the future. The Company is currently conducting a concurrent offering of its securities on Seedrs Limited, a U.K.-based equity crowdfunding platform but the Company has yet to close on the proceeds committed in the framework of such concurrent offering (see ‘Concurrent Offering’ for more information). There is no guarantee the Company will be able to raise adequate funds on acceptable terms or at all in the future. If we are not able to raise sufficient capital when needed, the execution of our business plan and our continued operations may be jeopardized and we may be forced to cease operations and sell or otherwise transfer all or substantially all our remaining assets, which could cause Republic Investors to lose all or a portion of their investment.
The Company has outstanding debt.
The Company has entered into four loans with various interest rates and outstanding amounts. As the Company has yet to become profitable, there is a chance that the proceeds raised in this Offering or the Seedrs Offering, if any, will not suffice for the Company to meet its repayment obligations; therefore, Republic Investors are urged to review the ‘Debt’ section of this Memorandum and come to their own conclusion as to whether the repayment schedule set forth by the Company is feasible.
Currency fluctuations may negatively effect the net proceeds to be received by the Company.
Republic Investors investing in the Fund will pay a subscription in U.S. dollars. Provided that the Fund’s Offering successfully closes, the Fund will invest an amount equal to the total subscriptions made by Republic Investors less the amounts reserved for applicable Fund expenses and management fees in the Company. Likewise, this investment in the Company by the Fund, if any, will be payable in U.S. dollars and will be subject to any fluctuation in the exchange rate between U.S. dollar and euros, the currency of the jurisdiction in which the Company operates. Such fluctuation could have an adverse effect on the net proceeds to be received by the Company.
The Company’s success depends on the experience and skill of its founders and Board of Directors.
The Company is dependent upon its founders John Tyrrell and Emmet Savage, the Company’s CEO and CIO respectively. As founders and shareholders, they are expected to continue to furnish their expertise and time to the Company; however, there can be no assurance that they will do so or that they will continue to be employed for a particular period of time or that their activities with the Company will be successful. The loss or disability of John Tyrrell, Emmet Savage, or any other key personnel could harm the Company’s business, financial condition, cash flow, and performance. You should not invest in the Fund unless you are willing to entrust all aspects of the management of the Company and all investment decisions made to the Company’s founders and its current Board of Directors, who will have considerable discretion in the management of the Company.
The development and commercialization of our services is highly competitive.
The Company operates in highly competitive markets, and many of our competitors have greater resources than we do and may have products and services that may be more appealing than ours to our current or potential users. The markets in which we compete are evolving and highly competitive, with multiple participants competing for the market segment of young English-speaking professionals ages 25 to 40. Our current and potential future competition principally comes from incumbent publishers and discount brokerages, established financial technology companies, venture- backed financial technology firms, banks, cryptocurrency exchanges, asset management firms, and technology platforms. Some of our competitors have longer operating histories and greater capital resources than we have and offer a wider range of products and services. The impact of competitors with superior name recognition, greater market acceptance, larger customer bases, or stronger capital positions could adversely affect our results of operations and customer acquisition and retention. Our competitors may also be able to respond more quickly to new or changing opportunities and demands and withstand changing market conditions better than we can, especially larger competitors that may benefit from more diversified product and customer bases. Competitors may conduct extensive promotional activities, offer better terms, or offer differentiating products and services that could attract our current and prospective users and potentially result in intensified competition within our markets. We continue to experience aggressive price competition in our markets and we may not be able to match the marketing efforts or prices of our competitors. In addition, we compete in a technology-intensive market characterized by rapid innovation. Our ability to compete successfully in the financial publishing, services, cryptocurrency, and fintech markets depends on a number of factors, including, among other things: providing easy-to-use, innovative, and attractive products and services, as well as effective customer support; maintaining and expanding our market position; attracting and retaining customers; our reputation and the market perception of our brand and overall value; maintaining our relationships with our counterparties; maintaining competitive pricing; competing in a competitive landscape, including in the provision of products and services that have until recently been available only from our bank competitors.
In order for the Company to compete and grow, it must attract, recruit, retain, and develop the necessary personnel who have the needed experience.
While the Company already employs 23 individuals on a full-time basis, recruiting and retaining highly qualified personnel is critical to our success as we anticipate the need for additional team members. We will be required to hire new personnel and will require our existing management personnel to develop additional expertise. We face intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of users and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us.
We depend on third-party service providers and outsource providers for a variety of services, and we outsource a number of our non-core functions and operations.
Our operations require establishing and maintaining relationships with third-party service providers. As such, the Company is currently working with Tik Tok, Google Ads, Apple Ads, Customer.io, and Intercom to support Company marketing and customer focus. In certain instances, we rely on single or third-party, limited-service providers for product development as well as web and app support. Should such third-party providers’ services be interrupted and we are not able to find alternate third- party providers, we could experience disruptions in operations including re-engineering costs. Likewise, compliance and customer management services are provided by Compliers Consulting Services to one of our wholly-owned subsidiaries, MWSA. If outsourcing services are interrupted or not performed or the performance is poor, this could impact our ability to provide services to our users. Such interruptions in the provision of services could result in our inability to meet customer demand, failure to comply with the regulations to which our activities are subject, and damage to our reputation and customer relationships.
Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company’s services, and maintaining the integrity of the data that supports the safety and efficacy of our infrastructures.
Our future success depends on our ability to maintain and continuously improve our quality management program. Incorrect information given to a user; poor service; failure to address client needs; or failure to identify and disclose suspicious activities could result in disadvantage, financial or otherwise, to our users resulting in financial loss which could expose the Company to liability. Similarly, negligence in performing our services can lead to adverse events. An inability to address a quality issue in an effective and timely manner may also cause negative publicity in addition to a loss of user confidence in us or our current or future products, which may result in the loss of sales and difficulty in successfully launching new products.
Our current insurance coverage may not adequately protect the Company.
Some of our operations are covered by a professional indemnity, public liability, and cyber insurance policies. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Further, a successful claim brought against us in excess of available insurance, or not covered by such indemnification agreements, or any claim that results in significant adverse publicity against us could have an adverse effect on our business and our reputation.
Damage to our reputation could negatively impact our business, financial condition, and results of operations.
As our proposal aims to encourage new generations of investors to take ownership of their financial future, the trust of our users is paramount. Therefore, any incident that erodes user loyalty for our brand could significantly impact our targeted customers. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites, and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects, or business. The harm may be immediate and may disseminate rapidly and broadly amongst our targeted consumers without affording us an opportunity for redress or correction. Moreover, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers’ confidence, and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.
In general, demand for our services is highly correlated with broader economic conditions.
The Company’s success is directly correlated to the market demand in the retail investment industry. Our user base is mainly comprised of young professionals whose income is sufficient to invest; consequently, a substantial portion of our anticipated revenue is derived from discretionary spending which typically falls during times of economic instability. Declines in economic conditions in Ireland or in other countries in which we may operate in the future may adversely impact our consolidated financial results. Difficult macroeconomic conditions — particularly high levels of unemployment — could also impact our business, along with other factors including consumer confidence, employment levels, interest rates, tax rates, consumer debt levels, and fuel and energy costs. Slowdowns in the Irish or global economy, or an uncertain economic outlook, could adversely affect consumer spending habits and our results of operations.
From time to time, third parties may claim that one or more of our services infringe their intellectual property rights.
Any dispute or litigation regarding patents, trademarks, copyrights, or other intellectual property could be costly and time-consuming due to the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations. A claim could force us to enter into a costly or restrictive license agreement, which might not be available under acceptable terms or at all, that could require us to redesign our applications or the Company’s branding, which would be costly and time-consuming, and/or could subject us to an injunction against development and sale of certain services. We may have to pay substantial damages, including damages for past infringement, if it is ultimately determined that our products or services infringe a third party’s proprietary rights. Even if these claims are without merit, defending a lawsuit takes significant time, may be expensive, and may divert management’s attention from other business concerns. Any public announcements related to litigation or interference proceedings initiated or threatened against us could cause our business to be harmed.
The Company may not be able to adequately protect, develop, or maintain its intellectual property assets.
The Company has registered a number of trademarks in the U.S. However, any future trademark applications in other foreign jurisdictions where we may file may not be allowed or may subsequently be opposed. Once filed and registered, our trademarks or trade names may be challenged, infringed, circumvented, declared generic, or determined to be infringing on other marks. As a means to enforce our trademark rights and prevent infringement, we may be required to file trademark claims against third parties or initiate trademark opposition proceedings. This can be expensive and time-consuming, particularly for a company of our size. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. Additionally, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. If we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. As a publisher of financial and educational information, the Company provides access to significant educational content, the protection of which is key to our success. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights, or other intellectual property may be ineffective and could result in substantial costs and diversion of resources.
Security breaches of confidential customer information may adversely affect our business.
The Company’s services may involve the storage, processing, and transmission of sensitive data, including valuable confidential data, regulated data, and personal information. The Company relies on external service providers such as Amazon Web Services (AWS) for the data storage and hosting of a portion of this data. The integrity and protection of customer data is critical to us, and a breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss, misappropriation of, or access to customers’ data or any other breach of proprietary data or information technology systems could result in fines, legal claims, or proceedings.
The Company is subject to a complex legal framework. Changes in laws and regulations could increase our expenses and adversely affect our results of operations or render us unable to conduct our business.
The Company relies on specific legal frameworks to conduct its business, an example of which being one of our wholly-owned subsidiaries, MWSA, which is an Investment Adviser registered with the SEC. MWSA is authorized to offer non-discretionary investment advisory and financial planning consulting services. Through our advisory services, we conduct ongoing investment monitoring and retroactive portfolio advice. If the SEC retracts its registration, the Company will no longer be able to execute a significant portion of its business plan. The current political environment, financial reform legislation, high level of government intervention, activism, and regulatory reform may result in substantial new regulations and disclosure obligations and/or changes in the interpretation of existing laws and regulations, which may make our services less attractive to customers and lead to additional compliance costs as well as the diversion of our management’s time and attention from strategic initiatives. If we fail to comply with applicable laws and regulations, we could be subject to legal risk and litigation that could disrupt our operations and increase our costs of doing business. Changes in the regulatory environment regarding topics such as privacy and information security or investor protection could also cause our compliance costs to increase and adversely affect our business and results of operations.
Neither the Offering nor the Securities have been registered under foreign, federal, or state securities laws.
No U.S. or foreign governmental agency has reviewed or passed upon this Offering or the Shares. Neither the Offering nor the Shares have been registered under the Securities Act or any other securities laws. Securities will be offered without registration in reliance on the Securities Act exemption for transactions not involving a public offering. The Fund will be required to make certain representations to the Company, including, without limitation: that it qualifies as an “accredited investor” as defined in Regulation D promulgated under the Securities Act; that it is acquiring the Securities for its own account for investment purposes only and not with a view to its distribution; that it has received or has had access to all information the Fund deems relevant to evaluate the risks and merits of the prospective investment; and that it has the ability to bear the economic risk of an investment in the Company.
The Fund may not be able to exercise any voting rights.
While the Shares entitle their holders to voting rights in accordance with Irish law, the Company’s Constitution provides that the Board of Directors has discretion, should any Shareholder (except certain existing excluded Shareholders) hold less than 5% of the issued share capital of the Company, to cause the legal interest in such Shareholder’s Shares to be transferred and recorded in the name of Rubicoin Nominees Limited (or any nominee holder or management company approved by the Board of Directors), as legal record owners of the Shares. In such event, the Shareholder will only be the holder of a beneficial interest in the Shares and all voting rights pertaining thereto shall be exercised by the aforementioned applicable nominee holder or management company (please consult Section 3.12 ‘Rubicoin Nominees Limited’ of the Constitution for more information). In such event, Shareholders will essentially never be able to vote upon any matters of the Company. Other holders of the Shares may have such voting rights, which could generally put the Fund, as a beneficiary Shareholder, at a disadvantage.
The Company has provided financial statements expressed in euros for the year ended December 31, 2020.
Exhibit E to this Memorandum contains the financial statements of the Company for the year ended December 31, 2020, as well its relating independent auditors report. Such statements have been prepared in accordance with the Financial Reporting Standard Applicable in the UK and Republic of Ireland (“FRS 102”). However, as the financial statements for the year ended December 31, 2021 have yet to be audited, the financial information made available to Republic Investors is incomplete and does not purport to offer an accurate or updated depiction of the recent financial condition of the Company. Further, the financial statements so exhibited are expressed in euros as opposed to U.S. dollars, which can make their analysis for Republic Investors more arduous. Should Republic Investors and their advisors deem the financial information contained in the financial statements insufficient, they should not invest in the Fund.
The language used in the Fund’s Offering Documents fails to cap expenses that will be payable by the Fund out of the proceeds raised in the Fund’s Offering.
Whereas the Fund’s Offering Documents specify that neither the Fund’s Manager nor the Fund’s advisor will receive a management fee, they allow the Fund to retain amounts contributed by the Republic Investors toward expenses of the Fund in an account in its name as needed. Further, all organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including salary and other payments to employees of officers of the Manager. The Fund will pay (or reimburse the Manager or its affiliates for) or will be responsible for operating costs and expenses incurred by it or on its behalf, including (a) out-of-pocket expenses that are associated with disposing portfolio assets, including transactions not completed; (b) extraordinary expenses, if any (such as certain valuation expenses, litigation and indemnification payments); (c) interest on borrowed money, investment banking, financing and brokerage fees and expenses, if any; (d) expenses associated with the Fund’s tax returns and Schedules K-1, custodial, legal and insurance expenses, any taxes, fees or other governmental charges levied against the Fund; (e) attorneys’ and accountants’ fees and disbursements on behalf of the Fund; (f) insurance, regulatory or litigation expenses (and damages), (g) expenses incurred in connection with the winding up or liquidation of the Fund; (h) expenses incurred in connection with the winding up or liquidation of the Fund, (i) expenses incurred in connection with any amendments to the constituent documents of the Fund and related entities, including the Manager; and (j) expenses incurred in connection with the distributions to the Members and in connection with any meetings called by the Manager. As such, the net proceeds raised by the Fund could be diminished in an unpredictable amount, which would cause the investment of Fund in the Company to be insufficient. In such event, the execution of the Company’s business plan and the Company’s continued operations may be jeopardized.
The Company’s management may have broad discretion as to how the Company uses the net proceeds of the Offering.
The Company’s management will have considerable discretion over the use of proceeds from the Offering. Neither the Fund nor Republic Investors may have the opportunity, as part of their investment decision, to assess whether the proceeds are being used appropriately.
The Company shall not be required to place any funds in escrow for any purpose.
All funds received by the Company in this Offering will be immediately available to the Company. The Company shall not be required to place any funds in escrow for any purpose or subject to any condition or occurrence.
The Securities will not be freely tradable under the Securities Act and each Republic Investor should consult with their attorney.
You should be aware of the long-term nature of this investment in the Fund. There is neither currently nor ever likely to be a public market for the Securities. Seeing as the Securities have not been registered under the Securities Act or other applicable securities laws and are being sold in reliance upon an exemption from registration afforded under the Securities Act, there are restrictions on their transferability or resale by the Fund. It is not currently being considered that registration under the Securities Act or other securities laws will be affected. Further, the Securities are subject to additional limitations on transfer, including preemptive rights, tag along rights, and drag along rights, in accordance with the Share Subscription Agreement, the Constitution, and the Investment Agreement. Please review the Share Subscription Agreement, the Constitution, and the Investment Agreement attached hereto as Exhibit A, Exhibit C, and Exhibit D respectively for more information. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Interests in a private sale. The Fund in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes, and not with a view to resale or distribution thereof.
The Fund will be unable to declare the Security in “default” and demand repayment.
Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which the Fund will be able to demand repayment of its investment.
The Securities may be significantly diluted as consequence of subsequent equity financings.
The Company’s Securities will be subject to dilution. The Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as consequence, the Fund will be subject to dilution in an unpredictable amount. Such dilution may reduce the Fund’s economic interests in the Company. The amount of additional financing needed by the Company will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Company’s needs, the Company may have to raise additional capital at a price unfavorable to their existing investors, including the Fund. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities. The Securities hereby offered to the Fund may be substantially different from other equity securities offered or issued by the Company in the future in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection.
There is no present market for the Securities and we have arbitrarily set the price.
The Purchase Price per Share was not established in a competitive market. While the Purchase Price per Share has been determined by the Company based on a pre-money valuation of €19,000,000 (or $19,855,950 based on an exchange rate determined on or about July 5, 2022), we have arbitrarily set the price of the Securities within the context of the general status of the securities market and other relevant factors. The Purchase Price per Share for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues, or other established criteria of value. We cannot guarantee that the Securities can be resold by the Fund at the Purchase Price per Share or at any other price.
In the event of the dissolution or bankruptcy of the Company, the Fund will not be treated as debt holder and, therefore, is unlikely to recover any proceeds.
In the event of the dissolution or bankruptcy of the Company, the holders of the Shares, including the Fund, will be entitled to distributions as set forth under Section 3.20 of the Constitution, and in accordance with Irish law. This means that such Shareholders will only receive distributions once all creditors and more senior security holders, if any, have been paid in full. The holders of the Shares cannot be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Company.
There is no guarantee of a return on the Fund’s investment.
There is no assurance that the Fund will realize a return on its investment or that it will not lose its entire investment. For this reason, each Republic Investor should read this Memorandum and all its exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.
Possible Adverse Tax Consequences
This Memorandum does not purport to deal with all tax considerations applicable to any particular investor. As Irish and U.S. federal income tax rules are technical and complex, no representation or warranty of any kind is made with respect to the tax consequences of an investment in the Securities. Potential Republic Investors are advised to consult their own tax advisors regarding the tax consequences to them of an investment in the Fund. No representation or warranty of any kind is made with respect to the tax consequences of an investment in the Fund.
The risk factors set forth in this Memorandum do not purport to be complete and, as such, they should be read in tandem with the risk factors set forth in the Fund’s Confidential Private Placement Memorandum furnished by the Manager.
Seeing as the investment opportunity offered to Republic Investors relates to an investment in the Fund rather than an investment in the Company, the above list of risk factors which principally pertains to the Company should be read in tandem with the Fund’s Offering Documents, in particular the Fund’s Confidential Private Placement Memorandum furnished by the Manager attached hereto as Exhibit J, which contains additional risk factors under section VI. ‘INVESTMENT CONSIDERATIONS’ pertaining more specifically to the Fund’s Offering as opposed to the Offering made by the Company. As such, Republic Investors are urged to read both sets of risk factors.
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