The Investor acknowledges that he/she fully understands and undertakes the risks associated with the indirect investment in the Project Owner through the SPV, some of which are summarised below on a non-exhaustive basis for the Investor’s convenience only.
Investment in this crowdfunding project entails risks, including the risk of partial or entire loss of the money invested. The Investor’s investment is not covered by the deposit guarantee established in accordance with Directive 2014/49/EU of the European Parliament and of the Council on deposit guarantee schemes or the related provisions of Romanian law. The Investor’s investment is not covered by the investor compensation schemes established in accordance with Directive 97/9/EC of the European Parliament and of the Council on investor-compensation schemes or the related provisions of Romanian law.
The Investor may not receive any return on his or her investment.
The participation in the Fundraising is not a saving product and SeedBlink advises the Investor not to invest more than 10% of his or her net worth in crowdfunding projects.
The Investor may not be able to sell the investment instruments when he or she wishes. If the Investor is able to sell them, the Investor may nonetheless be subject to losses.
Due to the nature of private companies, there may be limited information - financial, operating or otherwise - regarding the Project Owner. There is a risk that: (i) there are facts or circumstances pertaining to the Project Owner that the Investor is not aware of, and (ii) publicly available information and information on the Platform concerning the Project Owner may prove to be inaccurate, and, as a result, the Investor may suffer a partial or complete loss of the investment.
SeedBlink does not independently verify information regarding start-ups, except for the start-ups that do not have a Lead Investor and which are verified from a legal perspective, or endorse any start-up for direct or indirect investment. Although SeedBlink evaluates potential start-ups to determine which start-ups will be available as potential investments for members on the Platform, this evaluation does not constitute an endorsement or a recommendation that the Investor invests in any particular start-up, and does not establish an advisory relationship between SeedBlink and the Investor. SeedBlink did not undertake any due diligence with respect to the Project Owner and shall not be liable with respect to its past, present, or future performance or non-performance. In particular, SeedBlink it is not responsible for the information in the Project Owner KIIS.
The Investor should consult his/ her own legal, tax, investment and financial advisers regarding the suitability, desirability and appropriateness of participating in the Fundraising. SeedBlink does not advise the Investor on the merits of his/ her investment or provide any other advisory services to the Investor.
Investments in start-ups involve significant risks and are suitable only for investors capable of evaluating and bearing those risks, who have limited need for liquidity in their investment and who can afford the potential full loss of their investment. Investments in start-ups fail at a particularly high rate. In return of his/ her investment, the Investor may ultimately receive cash, shares, or a combination of cash and shares or nothing at all. If the Investor receives shares, the shares may not be publicly traded, and may not have any significant value.
SeedBlink does not guarantee the future performance or financial results of the Project Owner. A return on investment will also depend upon the successful liquidity of the shares of the Project Owner and thus, the ultimate value of any investment depends upon factors beyond the control of the Investor. The Investor will typically not receive distributions, if any, until a liquidity event, which may not occur for many years. The Investor must therefore bear the economic risk of an investment for an indefinite period of time.
The investment in the Project Owner made by the Investor through the SPV is subject to dilution. This means that if the business raises additional capital at a later date, it will issue new shares to the new investors, and the percentage of the Project Owner that the Investor indirectly owns will decline. These new shares may also have certain preferential rights to dividends, sale proceeds and other matters, and the exercise of these rights may work to the disadvantage of the Investor. The investment made by the Investor may also be subject to dilution as a result of the grant of options (or similar rights to acquire shares) to employees, service providers or certain other parties.
The Investor will receive twice a year and every other time when it will be necessary limited information about the Project Owner (and such information may include financial reports audited or unaudited, as the case may be, the most important actions taken, business plan of the SPV and the Project). The Investor will not receive ongoing information about the value or valuation of the Project Owner, and the Investor understands and agrees that any such valuation information would in any event be of limited reliability and use.
If the Investor requires liquidity in the investment, the Investor should not participate in the Fundraising. Shares issued by the Project Owner will be subject to legal and contractual transfer restrictions and procedures (including under the Project Owner SSHA or other future contractual arrangements). The Investor’s ability to transfer the shares in the SPV is also subject to legal and regulatory restrictions and procedures. Currently, the transfer of shares in Romanian limited liability companies is subject to the prior approval of the general meeting of shareholders and the subsequent procedure (involving amongst others a creditor opposition period) which are set forth in the Romanian company law. The Investor should consult his/her legal advisers. The Investor may not be able to transfer his/ her shares in the SPV at the time or at the price the Investor seeks to make a transfer. The Investor typically should expect to hold his/ her shares in the SPV until a liquidation event has occurred at the level of the Project Owner.
The Investor acquires shareholder rights at the level of the SPV only, as such rights are set forth by Romanian law and the articles of association of the SPV. The Investor will not have any voting powers at the level of the Project Owner. Further, the SPV will typically not obtain representation on the board of directors or have any control over the management of the Project Owner.
The Fundraising, the Project Owner KIIS or any other documents related to the Investor’s participation in the Fundraising have been neither verified nor approved by any Romanian or European authorities.
The appropriateness of the Investor’s education and knowledge have not necessarily been assessed before the Investor being granted access to the Fundraising. By making this investment, regardless of any entry knowledge tests or simulation of the ability to bear loss which might be available on the Platform, the Investor assumes full risk of taking this investment, including the risk of partial or entire loss of the money invested.
SeedBlink S.A. is registered in the Register of the Romanian Financial Supervisory Authority (ASF), under number PJR28FSFPR/400001, as of 03.11.2022 with an EU passport as per European Securities and Market Authority (ESMA) register of crowdfunding services providers.
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