What are the differences between a loan-based SPV and a Nominee?

Choosing the best legal structure for your fundraise and understanding the fundraising model before investing.

There are two types of investment structures that Funderbeam uses for syndicated investments: a loan-based SPV or a Nominee.

Loan structure

In making their investment, investors will provide a loan to an investment vehicle (the Loan SPV) by subscribing for Loan Notes issued by the Loan SPV. The Loan SPV then makes the investment in the fundraising company, based on the terms agreed in the relevant investment agreement. The Loan SPV becomes the legal shareholder of the fundraising company.

A separate Loan SPV is created for each fundraising company that completes a funding round through the platform. The fundraising company will have only one new shareholder instead of all the syndicate participants becoming individual shareholders.

Nominee structure

Investors make their investment in the shares of the fundraising company via the Nominee (Funderbeam Nominees Ltd), which holds the shares in the company on their behalf. Investors are the beneficial owners of their shares in the fundraising company, but the shares are held on the investors’ behalf by the Nominee SPV.  Similar to the Loan SPV, only the Nominee is listed as a shareholder of the fundraising company. The Nominee can hold shares in different fundraising companies.

Comparison

We aim to help lead investors and fundraising companies chose the best possible structure for their needs. As an introduction, you can see the main differences here:

Loan structure Nominee structure
Who holds the shareholders rights towards the fundraising company? (Voting, dividends) The SPV The investors
Who is the beneficial owner of shares? The SPV The investors
What do the investors receive in return for their investment? Notes representing the loan Units representing the shares
Which instruments are available? Equity and convertible Equity and convertible
What costs are incurred by the Fundraising Company for setting up the investment vehicle? Funderbeam fees + Capital requirement for SPV Funderbeam fees
How many additions are made to the Fundraising Company’s cap table? One single investment vehicle
Who is responsible for the information disclosure? Fundraising company
Who is responsible for the taxes from investor’s side? Investors

⚠️ Disclaimer – This comparison is provided for informational purposes only and is subject to amendment, revision and updating. No content of this presentation may be copied, distributed, published or used in any way, in whole or in part, without prior written agreement from Funderbeam. Neither the information contained herein nor any further information made available in connection with the subject matter contained herein will form the basis of any contract. The exact terms and conditions of the engagement shall be agreed in a separate agreement.

The information about the investment opportunities profiled on this website is provided for general information and marketing purposes only and should not be considered an invitation or inducement to engage in any investment activity. Complete and comprehensive information about an investment opportunity is only available to the investors who have been approved by a Funderbeam group entity.

You should ensure you carefully read the Risk Disclosure Statement before deciding to proceed with any investment. Funderbeam has taken steps to ensure that the campaign information is clear, fair and not misleading in accordance with its internal verification procedures. Funderbeam does not provide investment advice or any recommendation to invest. The investment opportunity should not be considered as an offer to the public and is not directed at or offered to anyone located in a jurisdiction where it is unlawful to do so.

This page provides you with an overview of the services provided by different entities belonging to Funderbeam Group. In this page, we generally refer to the group as “Funderbeam”, “we”, “us” or “our”. It is important to note that funds can be raised, investments made and trade orders placed through Funderbeam Markets Limited (authorised and regulated by the UK Financial Conduct Authority under FRN 794918) or Funderbeam Markets Pte Ltd (licensed and regulated by the Monetary Authority of Singapore under Capital Markets Services (CMS) license CMS100863). In parallel, the Marketplace is operated by Funderbeam Markets OÜ, a company registered in Estonia, operating in reliance on certain regulatory exemptions in Estonia.