FREQUENTLY ASKED QUESTIONS

WHAT'S THE MINIMUM I CAN INVEST? WHERE DO I GO TO INVEST?

The miniumum investment is €1000. There is no maximum investment amount UNLESS you are a USA citizen, in which case the maximum amount you are able to invest in an SPV is 25% of the total raise, which in this case would be €118,750.

To invest, you can click the link below and this will take you to our Roundtable dealpage where you'll have to register using your email. At that point we will give you access to the deal page where you can invest.

INVEST: ūmmi roundtable investment page

WHAT IS AN SPV AND WHAT IS THE BENEFIT OF USING ONE?

An SPV is a "Special Purpose Vehicle".

A special purpose vehicle (or special purpose entity) is a key instrument in modern finance, particularly in private investments. It's essentially a legal entity that is created for pooling investment from a larger group of investors into a specific venture; in this case ūmmi. SPVs streamline the investment process, enabling both new and seasoned investors to collectively focus on a specific investment opportunity.

Because the SPV is treated as a single entity and shows up on our cap table that way, it allows us to reduce the minimum investment amount to €1000 per investor while still keeping our cap table clean. It also reduces the legal and operational fee's to manage it since it's one agreement for the whole group / legal entity vs many individual agreements which take time and cost money to execute. It can essentially be a collection of a lot of smaller and medium sized investments all contained under one roof, giving us the opportunity to offer this investment opportunity to our wider community that have always wanted to invest in ūmmi but at smaller amounts.

At the end of the day, it has always been our community of friends, partners, accounts and customers that have helped us to build this amazing business by believing in our mission and vision as well as enjoying ūmmi with us. We have so many people asking us how they can be a part of the business and invest, so this opportunity is giving us a chance to bring our community with us and join us on the journey of bringing better-for-you alcohol to Europe and the UK.

WHAT IS A SAFE AGREEMENT

A SAFE (Simple Agreement for Future Equity) is a financial instrument used by startups and investors as a way to simplify the investment process. It allows investors to fund a company in exchange for the right to receive equity at a future date, under specific conditions. Here’s a basic breakdown of how it works:

Key Features of a SAFE Agreement

Future Equity: Instead of receiving immediate shares, investors are given the right to convert their investment into equity during future events, such as the next round of funding, a sale of the company, or an IPO.
 
No Immediate Valuation: A SAFE agreement doesn’t require the company to be valued at the time of the investment. This is particularly useful for early-stage companies whose valuation can be difficult to determine.

Conversion Triggers: The agreement defines specific events that trigger the conversion of the investment into equity. Common triggers include the company raising equity capital in the future (a priced funding round), a sale of the company, or an IPO.

Potential for Discounts or Caps: SAFEs often include terms like a valuation cap or a discount rate. A **valuation cap** sets a maximum company valuation for the conversion of the SAFE into equity, potentially offering investors more favorable terms if the company’s value increases significantly. A **discount rate** gives investors a reduction on the price per share compared to later investors in a future funding round.

Simplicity: The SAFE is designed to be a simpler alternative to convertible notes, with fewer terms to negotiate and no interest rate or maturity date, making the investment process straightforward.

For startups: SAFEs provide a quick way to secure funding without immediate valuation concerns or the complexities of debt instruments.
For investors: SAFEs offer a relatively low-hassle method to invest in a company with the potential for equity at a possibly lower valuation, depending on how the company grows.

Essentially, a SAFE allows investors to bet on a company's future success without worrying about the immediate details of valuation, and provides startups with a flexible way to raise capital.

Trigger Events for Conversion:

    1. Equity Financing: When the company raises money in the future through equity financing, your SAFE will convert into equity. The number of shares you receive will be calculated based on the lower of the discounted price of the new shares or the valuation cap.
    2. Liquidity Event: If the company is sold or goes public, the SAFE converts into the right to receive proceeds from the event, with the investor receiving either their original purchase amount or the value of the equity, whichever is higher.
    3. Dissolution Event: In the unlikely event of company dissolution, investors are prioritized to receive their purchase amount back, subject to the claims of secured creditors.
    4. Maturity: If none of the above events occur by the SAFE's maturity date (set three years from the effective date), the SAFE will automatically convert into shares based on a valuation cap of €5 million.
    5. Investor Protections: The agreement includes provisions such as a most-favored nation clause, which ensures that if more favorable terms are offered to new investors in the future, those terms will also apply to your investment as well.

WHEN WILL I RECEIVE MY SHARES?

At the close of an offering, all investors whose funds have “cleared” by this time will be included in the SAFE agreement held by the SPV. At this time, each investor will receive an email from Roundtable with their Countersigned SAFE Agreement, which will serve as their proof of purchase moving forward. As described in the "WHAT IS A SAFE AGREEMENT" question above, investors receives their equity (shares) when a triggering event occurs. This triggering event is usually a future equity financing round, such as a priced equity round or a qualified financing round. When such an event happens, the investor's investment converts into equity at a predetermined price or valuation, as specified in the SAFE agreement, which for ūmmi is a €5M valuation cap. This conversion occurs automatically, based on the terms outlined in the agreement, which you can see as a draft on our deal page in the "DECKS & DOCUMENTS" section as a file called "ūmmi safe agreement 2024". If you have more questions around this piece, you can email us at hello@ummikombucha.com and we'll help explain more.

HOW CAN I SCHEDULE A CALL OR GET SPECIFIC ANSWERS TO SOME OF MY QUESTIONS?

Because we are an incredibly lean team, and going into peak selling season while simultaneously running a fundraise, we are unable to have invdividual calls with everyone unfortunately but will do our best. We will answer any questions that you have and you can email us anytime at hello@ummikombucha.com or use the contact form below and we will reply back within 48 hours or less. We realize making an investment in any business is a big decision and we are honored that you would consider ūmmi and will try to ensure we can be as helpful and informative at all times.

WILL I EARN DIVIDENDS ON MY INVESTMENT?

Our primary focus is on growth and expansion to increase the long-term value of the company. As a result, we do not anticipate paying dividends at this stage. Instead, any profits will be reinvested to scale the business and maximize potential returns for our shareholders in the future. Investors should consider this an opportunity for long-term value creation rather than immediate income through dividends.

Value is required
Thank you!