Become a co-owner

Climbfinder currently has limited revenue, and to facilitate growth, it requires capital. The total initial capital that Climbfinder aims to raise is €600,000. Most of this will be used for the technical development of the platform, such as developing the app and adding other functionalities. To raise this €600,000, Climbfinder is offering 20.7% of its shares to investors.

The objective of Climbfinder is to raise €600,000. The price per share is €23. This means that, in the case of a successful campaign, a total of 26.087 new shares will be issued. Investment is possible starting from €1,000, which is equivalent to 44 shares.

We aim for transparency in our campaign and consider it important to provide clarity on the valuation. Our advisors and specialists calculated the value of Climbfinder based on the business case for the period 2024-2028. After applying the 'discounted free cash flow' method and the 'market multiples' method, the valuation of equity as of January 1, 2024, was determined to be €2.9 million. Since investors in this round are entering early, they receive a 20% compensation on this valuation. This means that the pre-money equity value in this round is €2.3 million, and the equity after the issuance and sale of all shares represents a value of €2.9 million. You can find more information about the valuation in the informational brochure.

The early adopter compensation is a discount on Climbfinder's valuation. The value of Climbfinder has been calculated as of January 1, 2024, as the company becomes operational from that date, allowing for a data-based valuation. However, since investors are entering earlier, they are compensated for the additional risk they undertake. Factors such as the founder's entrepreneurial experience and the team's expertise underlie this compensation. For the value of your share, it means that you acquire a larger percentage ownership in Climbfinder for the same investment compared to if this compensation were not applied.

It is important to emphasize that the return on an investment can never be predetermined. However, as a co-owner, there are two ways in which you can potentially gain returns:

• Profit upon the potential sale of your shares: When value is added to Climbfinder, it will impact revenue and results, consequently affecting the value of the shares you have purchased. The increased value can be realized when, for instance, the company is (partially) sold or when another investor wishes to acquire your investment.
• Dividend distribution: This is determined each year after the annual financial statements are established. During the shareholders' meeting, the Climbfinder board decides whether the profit will be distributed or used for further investment in Climbfinder. It is customary that no dividends will be distributed in the initial years.

The sale of shares is possible after the expiration of the so-called 'lock-up period.' For Climbfinder, the lock-up period is 2 years (730 days). After this 2-year period, you can sell your shares to another party, provided there is an interested investor. However, we want to emphasize the importance of investing with a long-term perspective and never investing more than you are willing to lose.

Investing in Climbfinder is likely subject to capital gains tax or wealth tax. The specific rate of these taxes depends on your location and how such investments are categorized in your country of residence. We recommend consulting with a tax specialist if you are uncertain about the individual tax implications of this investment.

When investing in Climbfinder through a business, the returns on the investment are subject to corporate tax. However, the specific rate of these taxes depends on the country where your business is located. Therefore, we recommend consulting with a tax specialist if you are unsure about the business tax implications of this investment.

If you invest in Climbfinder, you become a co-owner of Climbfinder. This also means that you benefit from profits and value increase of the company in the same way as the founding shareholders. In the structure, we have considered easy transferability for private investors and avoiding unfavorable tax treatment for business investors. This has led us to the structure outlined below.

Stichting Administratiekantoor (STAK) Climbfinder (in formation) is best understood as an 'intermediary' that acts as the administrator of shares. This allows us to easily admit investors to our company without the need for repeated visits to the notary, saving you time and us costs. Additionally, STAK separates voting rights from profit rights, meaning that as an investor, you do not have voting rights but can still benefit from Climbfinder's financial success.

When you express your intention to invest in Climbfinder, a purchase agreement is drafted to make the transaction legally valid. This document outlines the amount in euros you are investing and the corresponding number of shares you will receive in return. The shares are delivered when the investment round closes, and the notary passes the deed of issuance of shares. At that moment, we precisely know the amount of funds raised and the number of new shares to be issued. The purchase agreement includes suspensive conditions that protect you as an investor until the shares are delivered. The investment round closes by 29-02-2024 at the latest, and the share delivery takes place by 30-04-2024 at the latest. After signing the agreement, you have five business days to transfer the investment amount to Climbfinder's bank account, officially making you a co-owner!

As a shareholder, you are never liable. Therefore, as an investor in Climbfinder, you can never be held responsible for decisions that Climbfinder has made in the past or will make in the future.

Climbfinder has set a very ambitious goal of €600,000. Since it involves an investment in equity, every investment directly contributes to the development of Climbfinder. With approximately €500,000, all desired functionalities can be developed immediately and even in parallel. To execute the business plan effectively, a minimum of €300,000 is needed. From that amount, Climbfinder can easily attract additional financing outside the community, enabling it to develop rapidly and achieve revenue in the short term. Update: Since December 16th, 100% has already been committed by investors.

Sharefunders specializes in raising growth capital for start-ups and scale-ups. They have guided us entirely in drafting the documentation and will now assist us in handling your interest and investment. For more information, click here.