ISSUER FAQ

MOST FREQUENT QUESTIONS AND ANSWERS

General

  • Do I have to maintain a share register? How would I keep track of any changes to the ownership of tokens?

    Bambucorn will provide you with a capitalization table (“Cap Table”) to keep track of changes in ownership of the issued shares, digitally represented on the platform in the form of tokens. This Cap Table will be updated in real-time. The decision to register the changes in ownership of the tokens with the local authorities depends on the rules of the jurisdiction in which you are incorporated.

     

  • What are the benefits of being crowd funded?

    As a start-up, we understand that fundraising is a tedious process for start-ups. By presenting your offering on Bambucorn, investors will be able to review your offering at their own convenience, while you are able to focus all your efforts on managing your start-up. 

  • Can start-ups on the platform issue normal uncertificated shares instead of tokens?

    Each issuer on the platform is issuing normal uncertificated shares (as defined in the DFSA Rulebook). The only difference is that the shares issued on the platform are digitally represented by tokens. The digital manifestation of shares may allow investors to realize the value of their investment much earlier. 

  • Can startups on platform issue normal uncertificated shares instead of tokens?

    The digital manifestation of shares may allow investors to realize the value of their investment much earlier, subject to a secondary trading facility being established by Bambucorn.  Whilst the platform will provide the infrastructure, the ultimate earlier realizability of the investment will, inter alia, depend on demand for the issuer's shares and the progress in issuer's underlying business operations. Also, please refer to point no.3 of Risk Disclosure.

  • What measures has Bambucorn put in place for the security of IT systems and data protection?

    Please refer to the relevant sections of the Privacy and Security Policy.

  • What is Tokenization?

    In the context of Bambucorn, tokenization refers to the process of digitally representing an investment made on the platform. When investors subscribe to a particular investment opportunity by signing the Investment Subscription Agreement (“ISA”) and transfer the amount, investors shall be allotted shares in the issuer company which shall be digitally represented on the platform in the form of tokens.  By virtue of holding the tokens, investors will retain all economic, voting and other rights associated with the ownership of the underlying shares.

  • What is Bambucorn?

    Bambucorn is an equity crowdfunding platform that enables startups and SME's raise equity financing by issuing shares that shall be digitally represented on the platform by tokens. Bambucorn is regulated by the DFSA and holds an Innovation Testing License (“ITL”). Bambucorn is currently restricted under ITL to testing its platform and due to the limited nature of the ITL, normal client protections may not apply and clients may have limited rights if they suffer a loss as a result of taking part in testing.

  • Why tokenization and not a normal issuance of shares?

    All issuers on the platform shall be offering shares. However, to eventually enable secondary trading of the securities offered on the platform (subject to Bambucorn obtaining the necessary regulatory approvals and partnering with a secondary exchange), all shares shall be digitally represented as tokens. Bambucorn intends to eventually list the tokens (digital representation of shares) on a regulated Security Token Exchange (STE), thus increasing liquidity for investments made on the platform and providing a price-discovery mechanism. These benefits may result in a higher number of investors exploring early stage investing, increasing the probability of startup fundraising. For avoidance of doubt, Bambucorn currently does not have a license to perform secondary trading of tokens.

  • Is there any lock up period prior to investors trading tokens? Do we have a say in determining the lock up period?

    The lock up period will be issuer specific and will be specified in the terms of the offering. The tokens will be locked up at the minimum, until such time as Bambucorn develops its own trading facility, or partners with one. 

     

  • How are prices of the tokens set (in the secondary trading facility)?

    The price of the tokens will be a function of market forces (i.e. supply and demand). The exchange on which the tokens are listed may appoint a market-maker for the securities (for liquidity).

    Note: Bambucorn is yet to determine the STE(s) on which tokens issued on the platform will be listed.   

  • What type of securities will I be able to offer on the platform?

    Tokens offered on the platform shall be digital manifestations of one of the following securities:  

    • Common Stock or Common Equity- Securities that represent equity interest in the company. Holders of these securities will receive no preferential rights with respect to liquidation proceeds and/or voting rights
    • Preferred Equity- Class of stock or securities that gives holders a higher priority to any distributions made by a company and/or voting rights

     

Compliance

  • Can my company be incorporated anywhere?

    Currently, we only list start-ups incorporated in the UAE. However, we have plans in the making to list start-ups from outside of the UAE upon graduation from the Testing Phase. Leave your email to subscribe to updates in our listing policy. 

     

  • What documents am I required to submit as part of the e-mail application process?

    As part of our due diligence process, we will require the following documents:

    • Certificate of Incorporation
    • Articles of Association (“AOA”) (optional)
    • Pitch-deck
    • Business plan/ Financial projections (optional)
    • Passport copy of founder(s)

    We may require additional documents as part of our due diligence process. A member of our team will reach out if this is the case. 

  • What steps will Bambucorn take to ensure that the Platform is not used for money-laundering activities?

    Bambucorn Ltd. has created its own AML program to ensure the Platform is not used for illicit activities including money laundering activities. Some of the highlights of the AML program include but are not limited to:

    • Assigning appropriate risk scores to all potential Clients and undertaking appropriate Customer Due Diligence (CDD)
    • Monitoring transactions on a frequent basis
    • Appointing a Compliance Officer/MLRO to oversee the compliance function
  • What are the documents (agreements, resolutions, etc.) I will need to sign? Can we have copies of them?

    An issuer can be expected to sign the following documents:

    1. Board Resolution
    2. ISA
    3. Platform Issuer Agreement
    • To issue uncertificated shares in the form of tokens
    • To establish the rules of transfer of the tokens
    • To conduct an equity offering though Bambucorn’s platform

     

    Furthermore, an issuer is expected to produce the following documents (these are for the purposes of the offering and need not be signed):

    • Financial Model (Business Plan)
    • Pitch-Deck 

     

    Please note that the Board Resolution and the ISA need not be prepared prior to the e-mail application being submitted. 

Offering

  • How long will the offering be open?

    The length of time an offering will be open for will be issuer specific. However, we expect that offerings on the platform will be open for up to a period of 90 days.

     

  • What happens after my offering is over?

    After the offering is over, a decision is made on the status of the offering (success/ fail). If the offering is deemed a success, Bambucorn shall provide a capitalization table illustrating the number of shares and the percentage of ownership held by each investor. This table shall be based on the tokens allocated to investors on the platform. You are expected to affect the necessary changes in your register of shareholders and upon doing so must provide a copy of the same to the platform. The platform, upon verifying the information provided shall release the subscription amount (net of fees and transaction charges) to your bank account.  

     

  • What happens if an offering does not raise its minimum target level of funding?

    A determination of the status of the offering shall be made at the end of the cooling-off period. In the event an offering does not raise its minimum target level of funding, all monies deposited in the Client Money Account, with respect to the particular offering shall be refunded to the Investors.

  • What happens if my round is oversubscribed?

    The platform’s systems shall allow for oversubscriptions to all offerings listed on the platform. However, an issuer cannot collect proceeds that exceed the targeted amount of the offering. In the event, an offering is oversubscribed to, subscribers to the offering shall be allotted tokens pro-rata based on the amount(s) committed.  

     

  • What type of start-ups are listed on Bambucorn?

    Currently, Bambucorn lists start-ups that are looking for pre-seed or seed funding. To be listed on Bambucorn, start-ups must have at least developed a Minimum Viable Product (“MVP”) or prototype. 

  • How do I get started?

    Founders are encouraged to send their application to snavani@bambucorn.com. If we believe that your start-up is what investors are looking for, a member of our team will contact you.   

  • How do I value my company?

    As part of the e-mail application process, you are asked to include desired terms of your offering. Our internal team will review your application and provide their inputs by accepting or proposing different terms for the proposed offering.

     

  • How much can I raise on the platform?

    Currently, Bambucorn has received an in-principle approval for an Innovation Testing License (“ITL”) from the DFSA which will not allow us to list offerings greater than USD 200K. However, upon the completion of the Testing Phase and subject to the restrictions on the Testing License being removed by the DFSA, issuers listed on our platform will be allowed to raise up to USD 5 million in a calendar year.

  • How much will I be charged for being listed on Bambucorn?

    You will pay only if your offering closes successfully. Fees that will be applied if your offering is successful are:

    • $0 retainer
    • Cash fee on funds raised through the platform. This fee will vary from issuer to issuer and will be discussed on a case by case basis
    • Any additional legal fees (if incurred)