Last Updated: November 2024
These General Terms and Conditions constitute a legal agreement between you, as the user of the website accessible at the URL address https://secondaries.seedblink.com ("Platform") and Seedblink Benelux B.V., a Dutch private limited liability company, with address Parklaan 8, 3016BB Rotterdam, The Netherlands, registered in the Dutch Trade Registry under number 52466825. Throughout these General Terms and Conditions, we will refer to you as "you" or "your", and we will refer to Seedblink Benelux B.V. as "we", "us" or "SeedBlink".
These General Terms and Conditions set out the general terms governing your use of the Platform as an Investor (as defined below), Project Owner (as defined below) or users of the Platform who do not register as Investors (the Investors are all collectively referred to as "SeedBlink Members" and individually "SeedBlink Member"). They apply to you as soon as you first use it, and you are deemed to have agreed to be bound by them upon such first use. When accepted by you, the General Terms and Conditions form a legally binding agreement between you and SeedBlink. If you do not wish to continue to be bound by these General Terms and Conditions, please stop using the Platform now.
The purpose of the Platform is to provide the transaction infrastructure between sellers ("Seller") of shares held in private limited companies ("Target Company") and investors intersted in acquiring such shares and investing in the Target Company ("Transaction").
SeedBlink is not a financial institution, investment bank or a financial advisor. Seedblink Secondaries is a secondaries service provided by SeedBlink and Seedblink Nominee GmbH ("Nominee"), which neither constitutes investment broking nor investment advice. The services provided on this Platform are not regulated or authorized by any Financial Supervisory Authority. The offers of shares do not constitute crowdfunding as defined under EU Regulation 2020/1503 (ECSPR). The offers are made by the respective Sellers and involve shares in private limited companies which are not deemed transferable securities as defined under EU Directive 2014/65/EU (MiFID), without any involvement of SeedBlink other than providing the transaction infrastructure. Nominee is only involved as a provider of nominee (fiduciary) services for syndicating the investors who decide to purchase shares from the Seller. The decision to invest is the Investors’ alone. Investors invest by purchasing shares in the Target Company from the Seller, based entirely upon public information in respect to the target company and their own due diligence. SeedBlink did not undertake any due diligence concerning the seller or the Target Company, does not endorse any Seller or Target Company and does not offer any legal, tax or financial advice. Investors should consult their own legal, tax, investment and financial advisers regarding the suitability, desirability, and appropriateness of participating in any Transaction as buyer. Investments in this type of companies entail significant risks, including the risk of partial or entire loss of the money invested, 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. All information provided in connection with the offers of shares is provided by the Seller and/or obtained from public sources. SeedBlink shall under no circumstances be liable for such information or for actions or inactions of the seller. SeedBlink is not responsible for any legal, financial or other liability, risks or issues that might arise from the decision to acquire shares from the Seller.
SeedBlink does not at any time take possession of funds and it does not provide payment services.
In addition to these General Terms and Conditions, you and we may enter into a secondary facilitation agreement each time you make an investment through the Platform ("Secondary Facilitation Agreement"). Our Privacy Notice sets out the details of how your personal data will be processed by us following your use of the Platform. These and other agreements you may enter into, and notices you are provided with from time to time in connection with your use of the Platform, are referred to as "Platform Documents", are intended to be consistent with each other and should be read and interpreted together, but if a conflict arises, the terms of any agreement to which you agree after these General Terms and Conditions will prevail over the terms of these General Terms and Conditions, while the terms of these General Terms and Conditions will prevail over the terms of any agreement to which you agreed to or notices you were provided with before these General Terms and Conditions.
Joining. In order to join SeedBlink as a member, you must be either (a) 18 years of age or over (which we refer to as an individual member), (b) a legal person or other forms of a legal entity (which we refer to as a corporate member). In executing these General Terms and Conditions, you warrant to us that you meet the criteria of an individual member or, respectively, a corporate member and that you are not subject to the laws of any territory which would make your participation in the Platform unlawful. Furthermore, you warrant that you are a legal representative of an Investor (if a legal entity) or you have been authorized by the Investor you are representing to execute the Transaction using the services and that you have the right to enter into the General Terms and Conditions and other Platform Documents on behalf of the respective Investor.
Ceasing to Be Eligible. You must inform us as soon as reasonably possible if you cease to be eligible to be a member. If you inform us, or if we otherwise discover, that you have ceased to be eligible as a member, your SeedBlink membership will be suspended. If you later become eligible to be a member again and inform us of this, your SeedBlink membership may be reinstated at our discretion.
One Membership Only. You may only become a member of SeedBlink once. You may not attempt to create multiple memberships for yourself by using different email addresses or other identifying information. If you attempt to do so, your membership may be terminated.
Only SeedBlink Members can use the services provided by the Platform. SeedBlink reserves the right to deny its services to any current or prospective SeedBlink Members due to, inter alia, following reasons: the user has committed fraud or a criminal offence or, in the estimation of SeedBlink, is not able to fully comply with the General Terms and Conditions; the user has acted in a way that endangers SeedBlink's good reputation; the user has provided false information to SeedBlink; the user is suspected of money laundering or any other criminal activity or ethically questionable behaviour; the user does not provide to SeedBlink all the information needed for Know Your Customer ("KYC") and/or Anti-Money Laundering ("AML") checks if SeedBlink deems them necessary or they become required by the applicable laws; the user breached these General Terms and Conditions or the Secondary Facilitation Agreement.
You acknowledge that SeedBlink may need to undertake certain KYC activities and/or AML checks, including collecting certain personal data from you, which will be done inter alia when registering the user account with SeedBlink and before any Transaction may be pursued. Upon SeedBlink’s request, you shall provide SeedBlink with all information and documents that SeedBlink, in its sole discretion, deems necessary or appropriate to conduct KYC and/or AML checks.
SeedBlink Member. Upon execution of these General Terms and Conditions, you will become a SeedBlink Member, and you will remain a SeedBlink Member until and unless your membership is terminated or suspended. Our obligations to you as a SeedBlink Member are as set forth in these General Terms and Conditions and other Platform Documents.
No Advice. We do not provide advice or recommendations with respect to any aspect of transactions facilitated through the Platform, other than advice on the technical use of the Platform. This means, among other things, that we cannot give you any investment, legal, taxation or other advice in connection with your membership or any investments you make through the Platform, and nothing on the Platform or in any communications we send to you is intended to constitute advice or a recommendation. If you need or want advice, you should consult an appropriate professional financial, legal, tax or other advisors.
Location of Activities. In executing these General Terms and Conditions, you agree that all of the activities that we conduct with you take place within the Netherlands, regardless of where you may be physically located at the time you use the Platform or otherwise engage with us. This means that you agree that our activities are subject only to the laws of Netherlands and not to the laws of any other country in which you may be physically present at any given time, and therefore that any redress you may seek from us must be sought under Dutch law. However, you agree to comply with all relevant laws and regulations that may apply to your use of the Platform in any jurisdiction in which you may be located. You agree that under no circumstances will you make any claim to the effect that our activities are conducted in, or subject to, the laws of any country other than those of the Netherlands.
Role. Your interactions and communications with us will take place almost entirely through the Platform. There are certain exceptions where we may interact and communicate with you via direct email, telephone or in-person, but in general, you should expect that you will not be able to communicate with us via any means other than the Platform.
Access. Access to the Platform is performed using an authentication token. The authentication token may be a username and password pair, set up by you, or an authentication token provided by an external platform on which you have an account. Your SeedBlink membership is personal to you and is not transferable. As long as the correct authentication token is used, we will assume that you are the person conducting activity on the Platform. You may have one or more authentication tokens and we may or may not ask you for additional authentication tokens to allow you to perform specific actions on the Platform. You may not permit any other person or device to access your authentication tokens (including, but not limited to, sharing or accidentally disclosing your authentication tokens). In the event you do, you will be fully responsible for all actions on the Platform by the person or device to whom you permitted to access and by any other person or device to whom that person or device permitted to access, and we will not be liable to you for any losses, damages or costs arising from you permitting access to your authentication tokens. You should note that we may terminate or suspend your access to the Platform if you cease to be eligible to use the Platform or fail to observe any of your obligations provided by the Platform Documents.
Security. Your authentication tokens are the methods used by us to identify you and so you must keep them secure at all times. You must notify us immediately if you learn or suspect that the security of your username or password, or of the account or accounts you use to sign in to the Platform, may have been breached. If we receive such a notification from you or determine ourselves that the security of your authentication tokens may have been breached, you will not be able to access the Platform until measures have been taken to verify your identity.
Profile. At some stage, after you log onto the Platform, you will be asked to complete a profile. The information you provide in your profile is the basis on which we identify you for purposes of communicating with you, fulfil any reporting obligations that we may have to any regulatory or governmental authorities, and conduct any KYC, AML or other checks we run on you. To the extent that you choose to make your profile “public” for certain purposes, it will also be the basis on which other SeedBlink Members identify you. You must complete the profile truthfully, and you must keep the information in your profile up to date.
Content. You are solely responsible for any content you post on the Platform, including your profile, information about a business for which you are seeking capital, information posted in connection with a post-investment process and any other information you post. You may not post, transmit or share information on the Platform that you do not own or have permission to display, publish or post. You agree to indemnify and hold harmless each other SeedBlink member and us from and against any loss, damages or costs arising from or in connection with any content you post on the Platform.
Interactions with Other SeedBlink Members. You are solely responsible for your interactions with other SeedBlink Members. We reserve the right to remove any communications that you post that we consider to be abusive, trolling, spam, or otherwise inappropriate.
SeedBlink is the sole owner of all intellectual property rights related to the Platform.
The Platform may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations, and together with the Platform's page layout, underlying code and software we refer to all of these as "Content".
All of the Content is the property of SeedBlink, our affiliates or third parties with whom we do business, and this means that it is protected by the relevant laws on copyright and neighbouring rights and other relevant intellectual property laws. You may not reproduce, copy, distribute, store or in any other fashion re-use material from the Platform unless otherwise indicated on the Platform or unless given express wrote permission to do so by SeedBlink. For the avoidance of doubt, data mining or scraping the Platform without the express written permission of SeedBlink is not permitted.
The Platform may contain links to other websites. Unless we expressly say otherwise, you should assume that these other websites are not under the control of SeedBlink or our affiliates. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them.
Additionally, even if we include a link to another website on the Platform, that does not mean that we endorse that other website or in any way recommend that you should use it.
With the exception of the specific promises we make in other Platform Documents to which you are a party, you need to be aware that:
We make no warranty or representation (express or implied) that the Platform will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will be compatible with all systems or that it will be secure.
We make no guarantee of any specific results from the use of the Platform.
No part of this Platform is intended to constitute advice, and the content of this Platform should not be relied upon when making any decisions or taking any action of any kind.
The Platform is provided "as is" and on an "as available" basis, and we give no warranty that it will be free of defects and/or faults.
We accept no liability for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship.
To the maximum extent permitted by law, we accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential or special damages arising from your use of the Platform or any information contained in it, and you use the Platform and its content at your own risk.
The fees charged by us in relation to the Investors’ investment are set forth in the relevant Secondary Facilitation Agreement.
Structure of Investments
You will have the opportunity to invest in private limited companies by purchasing shares which are not deemed transferable securities as defined under EU Directive 2014/65/EU (MiFID) from Sellers, as available from time to time on the Platform. Such investments may take place through a nominee vehicle - Seedblink Nominee GmbH ("Nominee") established with the sole purpose of holding the shares on behalf of the Investors, members of the Platform, who participate in the Transaction. By participating in the Transaction via the Nomiee, you acquire beneficial ownership in the shares, while the Nominee will hold legal ownership of such shares. The specific terms of the investment structure shall be set forth in the relevant Secondary Facilitation Agreement.
The Investment Process
Offers of shares. Upon logging onto the Platform and filling in the data from you Member account you will be able to view the Target Companies whose shares are available for purchase. In order to see all details of the share offers, you will need to follow the process regarding the identity verification and to have your Member profile fully completed. All information displayed on the Platform in connection with the offers of shares are public information or information provided by the Seller and/or Target Company and SeedBlink does not accept any liability in respect to the accuracy of the information therein.
Review and Approval. SeedBlink does not independently verify and is not responsible for the information on the Platform. The sole responsibility of SeedBlink is to ensure accurate publication of information as provided by the Seller and/or Target Company. No information or documents related to the Investor’s participation in the Transaction have been verified or approved by any financial supervisory authority.
No Recommendation. The publishing on the Platform of the Sellers' offers of shares does not mean that we are recommending you to purchase from such Seller or to make an investment in the Target Company, that we believe the Target Company is likely to be successful or that we take any responsibility or will in any way be liable to you if the investment is not successful. The investment decision with respect to any investment through the Platform is yours and yours alone.
Confidentiality of the offers of shares. Offers of shares are presented on the Platform in order for you to make your investment decisions and not for any other purpose. You are hereby required to keep the information related to the offers of shares confidential and you may not use it in any way, including to compete with or otherwise impede the success of the relevant business, and if you do so we may bring an action against you for any damage you have caused to our reputation, to our business or otherwise.
Selecting Investments. After reviewing an offer of shares, you may choose to make an investment by clicking on the appropriate button, and you will be asked to indicate how much you would like to invest (i.e., how many shares you would like to purchase from the Seller). You will afterwards be presented with a Secondary Facilitation Agreement in respect of the investment. As a prospective Investor, you benefit from a reflection period of four (4) calendar days before the execution of the Investment Facilitation Agreement during which you are able to revoke your expression of interest to participate in the Fundraising without penalty and with no obligation to provide a justification.
Execution and Commitment. After you have decided to invest, the final step for you to make the investment will be to execute the Secondary Facilitation Agreement through the means provided on the Platform or by other means as instructed by SeedBlink. The terms of the Secondary Facilitation Agreement will govern your relationship with us in relation to the implementation of the purchase of shares from the Seller.
Completion of the Investment. For any given Transaction, the relevant Secondary Facilitation Agreement will set forth the process and circumstances under which the Transaction will be completed or not, as well as the consequences of such completion or non-completion.
You acknowledge that you fully understand and undertake the Investment Risks associated with investments in private limited companies.
Information and Rights. Once you have executed a Secondary Facilitation Agreement with respect to an investment, the investment will be listed in the "Portfolio" section of the Platform, and you will be able to see information about other investments that have been committed to the business through the Platform. If the investment is completed it will continue to be listed in the "Portfolio" section, and through that section, you will be able to access information and exercise certain other rights, all as set forth in the Secondary Facilitation Agreement.
Transfers. We have not created a market for you to sell your shares and in making any investment you should be aware that it is likely that you will not be able to sell your shares.
You can view your balances and transaction history through the "Investment Account" section of the Platform at any time, and you can view all of your current investments through the "Portfolio" section of the Platform at any time. These are the only ways in which you will be able to obtain information about your transactions and investments from us, and we do not intend to send any form of periodic statements to you.
Your investments may be subject to tax. Tax treatment depends on individual circumstances and is subject to change in the future. For example, you may be liable to pay taxes on any gains you receive from your investments. Payment of taxes is entirely your responsibility and save as required by law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax position or liability. If you have any questions with respect to tax matters, you should consult a professional tax advisor.
SeedBlink may terminate any or all Platform Documents you are a party to and your access to the Platform by simple notice to your email address with an immediate effect, without any other judicial or extra-judicial formality, if you commit a breach of the Platform Documents or you have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of any of the Platform Documents.
Furthermore, SeedBlink may terminate any or all of the Platform Documents and your access to the Platform and cease to provide the Platform services by simple notice to your email address with an immediate effect, without any other judicial or extra-judicial formality, if:
required by law or an authority’s decision (for example, where the provision of services to the SeedBlink Member is deemed to be, or becomes, unlawful or a licensed activity) or because SeedBlink ceases to provide the services for any reasons; or
SeedBlink is transitioning to no longer providing the services to users in the country in which the SeedBlink Member is a resident or from which the Platform member uses the Platform; or the provision of the services to the Platform member by SeedBlink is, in SeedBlink’s opinion, no longer commercially viable.
Any notice from you to us in respect of these General Terms and Conditions, your SeedBlink membership or your activities on the Platform shall be given by email to notices@seedblink.com, except where these General Terms and Conditions or another Platform Document that you execute sets forth alternate means by which you must give us notice.
SeedBlink may provide the SeedBlink Member with notices, by email, regular mail or postings on the Platform.
Information on the Platform. In addition to the information set forth in each offer of shares, the Platform may contain information about investing in or operating businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as "additional information". None of the additional information, including information about historical returns, can be relied on as a guarantee or indication of any particular result, and the additional information does not constitute any form of advice, recommendation or endorsement by us. We cannot assure you that any additional information is complete, accurate, up-to-date or error-free, and we will not be liable to you for any loss, damages or costs if it is not. To the extent that any additional information constitutes links to other websites or third-party contact details, we take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.
Communications About Platform Activity. From time to time we may send you emails with information about activity on the Platform, including new offers of shares and the progress of existing ones. Any emails we send you about activity on the Platform do not constitute advice or a recommendation to invest. From time to time we may also send you emails with respect to your membership, offers of shares or investments, our business, these General Terms and Conditions or other matters that we reasonably believe are relevant to you. We will do our best to ensure that these emails are relatively infrequent, but we may send you such emails at our discretion.
If you have a complaint with respect to any aspect of the Platform or services we provide, you should report it to us immediately by sending an email, with the word "complaint" in the subject line, from the email address in which your SeedBlink membership is registered to investors@seedblink.com. We may need to ask you questions in order to understand the details of your complaint, and any questions we ask, as well as any response we give, will be sent by email to the email address in which your SeedBlink membership is registered.
Your Liability to Us. You shall be liable to us for any loss or damage suffered by us as a result of any breach of these General Terms and Conditions or any other agreement that you enter into with us, or of any use of the Platform that is fraudulent or represents willful misconduct.
Our Liability to You. Subject to further limitations and exclusions set forth in other Platform Documents, SeedBlink shall indemnify you for any direct damages caused to you with intent or gross negligence. SeedBlink shall not be liable for any losses incurred by you where SeedBlink has performed its duties and functions as such are set forth in these General Terms and Conditions and the Platform Documents. We shall not be liable in connection with any error or inaccuracy in the data entered by you or another SeedBlink member or any misrepresentation or willful misconduct or any other act of another SeedBlink Member. We shall not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data. You agree that any legal action against us is permitted only on an individual basis and that you will not initiate or join any purported or actual class or consolidated actions against us.
When any or all Platform Documents are terminated, irrespective of the reason thereof, all of the legal rights, obligations and liabilities that have accrued over time whilst the Platform Documents have been in force or which are expressed to continue indefinitely, shall be unaffected by this cessation, unless otherwise provided in the Platform Documents.
A party shall not be in breach of these General Terms and Conditions if there is, and shall not be liable or have the responsibility of any kind for any loss or damage incurred as a result of, any total or partial failure, interruption or delay in performance of such party's duties and obligations occasioned by any act of God, fire, the act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond such party's control.
A SeedBlink Member may not assign its rights and/or obligations under these General Terms and Conditions without SeedBlink's prior written consent.
SeedBlink may assign its rights and/or obligations under these General Terms and Conditions without the prior consent of the SeedBlink member to a credible provider of similar services.
These General Terms and Conditions shall not be construed so as to create a partnership or joint venture between you and us.
In the event that either you or we fail to exercise any right or remedy contained in these General Terms and Conditions, that does not mean you or we (as applicable) have waived that right or remedy.
If any provision of these General Terms and Conditions shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions thereof shall not in any way be affected or impaired thereby.
SeedBlink reserves the right to make changes to these General Terms and Conditions at any time. Your continued use of the Platform and the related services means that you accept unconditionally all and any amendments made to the General Terms and Conditions at such time. If you do not agree to the General Terms and Conditions or any amendments to them, you should stop using the Platform and the related services.
These General Terms and Conditions and the relationship between you and SeedBlink created by it shall be governed by and construed in accordance with the Dutch laws without regard to its conflict of law rules.
Any dispute in connection with these General Terms and Conditions shall be submitted to the exclusive jurisdiction of the competent courts from SeedBlink’s headquarters.
This website is not intended to offer or to promote the offer or sale of any securities in the United States or to US persons ("US Persons") as defined in Regulation S under the US Securities Act of 1933 (the "Securities Act"). Seedblink has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"), and, as such, holders of the securities offered by means of this website will not be entitled to the benefits of the Investment Company Act. There may be restrictions on the sale or resale of securities to, and the holding of securities by, persons in the United States or who are US Persons.
No investment advice is offered or given by Seedblink, nor any member of its group, to persons accessing information on this website; consequently, we recommend that prospective investors should seek appropriate advice from their own professional advisers before making any investment decision.
In particular, persons interested in making any investment via our equity crowdfunding platform should inform themselves as to:
(a) the legal requirements for such acquisition, within the countries of the nationality, residence or domicile;
(b) any foreign exchange control requirement which they might encounter on the acquisition or sales of investments; and
(c) the income tax and other tax consequences which might be relevant to the acquisition, holding or disposal of any investment.
The distribution of the information contained on this website in certain other jurisdictions may be restricted by law and, accordingly, persons who access it are required to inform themselves of and to comply with any such restrictions. You should proceed into this website only if you have satisfied yourself that the country in which you are based imposes no prohibitions or restrictions on the distribution of the promotional material on this website.
US law requires Seedblink investors to meet certain financial criteria to be considered an accredited investor. You must fulfill at least 1 of the following criteria in order to be deemed an accredited investor:
• The Investor has an individual net worth (determined by subtracting total liabilities from total assets), or joint net worth with the Investor’s spouse or a cohabitant occupying a relationship generally equivalent to that of a spouse (a “Spousal Equivalent”) (which can be the aggregate net worth of the Investor and spouse or Spousal Equivalent; assets need not be held jointly to be included in the calculation), in excess of $1,000,000; (excluding Investor’s primary residence and indebtedness thereon up to the gross value of such residence, except that if the amount of such indebtedness outstanding at the time of Investor’s admission to the Partnership exceeds the amount of such indebtedness outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability in the determination of Investor’s net worth).
• The Investor had an individual income in excess of $200,000 (or a joint income together with the Investor’s spouse or Spousal Equivalent in excess of $300,000) in each of the two most recently completed calendar years, and reasonably expects to have an individual income in excess of $200,000 (or a joint income together with the Investor’s spouse or Spousal Equivalent in excess of $300,000) in the current calendar year.
• The Investor holds in good standing one or more of the following professional certifications: General Securities Representative license (Series 7), Private Securities Offerings Representative license (Series 82), or Investment Adviser Representative license (Series 65).
• The Investor is a corporation, partnership, limited liability company, Massachusetts or similar business nominee or organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring interests in the Partnership that has total assets in excess of $5,000,000.
• The Investor is a bank as defined in Section 3(a)(2) of the Securities Act, a savings and loan association, or other institution defined in Section 3(a)(5)(A) of the Securities Act acting in either its individual or fiduciary capacity (this includes a nominee for which a bank acts as nominee and exercises investment discretion with respect to the nominee’s decision to invest in the Partnership).
• The Investor is a broker dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
• The Investor is an investment adviser registered pursuant to Section 203 of the Advisers Act, or registered pursuant to the laws of a U.S. state.
• The Investor is an investment adviser relying on the exemption from registering with the U.S. Securities and Exchange Commission under Section 203(l) or (m) of the Advisers Act.
• The Investor is an insurance company as defined in Section 2(a)(13) of the Securities Act.
• The Investor is an investment company registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), or a business development company as defined in Section 2(a)(48) of the Investment Company Act.
• The Investor is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, as amended.
• The Investor is a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act of 1972, as amended.
• The Investor is a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of employees, having total assets in excess of $5,000,000.
• The Investor is an employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (a) for which the investment decision to acquire an interest in the Partnership is being made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, insurance company, or registered investment adviser, (b) which has total assets in excess of $5,000,000, or (c) which is self-directed, with the investment decisions made solely by persons who are Accredited Investors.
• The Investor is a private business development company as defined in Section 202(a)(22) of the Advisers Act.
• The Investor is an entity in which each equity owner is an Accredited Investor. (for purposes of selecting this response, it is permissible to look through various forms of equity ownership to natural persons. Those natural persons and all other equity owners of the entity seeking Accredited Investor status must be Accredited Investors).
• The Investor is an entity of a type not listed above that was not formed for the specific purpose of acquiring interests in the Partnership and that owns “investments” (as defined in Rule 2a51-1(b) under the Investment Company Act) in excess of $5,000,000.
• The Investor is a “family office” as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, (a) with assets under management in excess of $5,000,000, (b) that was not formed for the specific purpose of acquiring interests in the Partnership, and (c) whose prospective investment in the Partnership is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of an investment in the Partnership (such a family office, a “Qualified Family Office”).
and/or
• The Investor is a “family client,” as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, whose prospective investment in the Partnership is directed by its Qualified Family Office.
• The Investor is a trust not formed for the specific purpose of acquiring interests in the Partnership with total assets in excess of $5,000,000 and directed by a person who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Partnership.
• The Investor is a revocable trust (including a revocable trust formed for the specific purpose of acquiring an interest in the Partnership) and the grantor or settlor of such nominee is an Accredited Investor.
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.
Investing in start-ups involves risks, including loss of capital, illiquidity, dilution, lack of dividends. It is suitable only for investors capable of evaluating and bearing those risks. In any event, it should be done only as part of a diversified portfolio (meaning a portfolio in which investment in start-ups represents only a fraction of the total investments or assets). Before investing please read the risk warnings available at https://seedblink.com/generalterms as well as the risks related provisions of the investment facilitation agreement that will be provided to you for the relevant round.SeedBlink is not responsible for any information provided by the start-ups, even if distributed through or by SeedBlink. SeedBlink does not endorse any start-up for investment nor does it advise you on the merits of your investment. Seedblink does not provide to you any other advisory services. The decision to invest is yours only. If you require help in evaluating a decision to invest, you should consult a professional adviser.The messages and documentation you receive from SeedBlink or the start-ups have been neither verified nor approved by the Romanian or the European authorities. Nothing in this message shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful.
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