These Terms and Conditions (T&Cs) apply to each person who registers as an “investor” (“you/investor”) as a part of considering and/or effecting investments through crowdfunding with Nothing Technology Limited (including its holding Company), having its registered office at 11 Staple Inn, London, United Kingdom, WC1V 7QH (Nothing). Please read the undernoted conditions carefully before you use this site and consider investing. Nothing may change these conditions at any time by posting new or amended conditions on this site. Please therefore check regularly and make yourself fully aware of our conditions before investing. All investments made hereunder are at your own risks and costs:
Community Funding (Crowdfunding):
Equity crowdfunding involves people – the “crowd” – investing money in an early-stage private, or unlisted, company (a company that is not listed on a stock market) in exchange for a share, or equity, in that company. More information on crowdfunding can be found under the FAQ.
Participation and Eligibility:
To invest you must be over 18 years old as on the date of investment and legally entitled to invest. Please do not register with us if you are under the age of 18. We accept investments from anywhere in the world unless prohibited by the local laws where you reside (additional restrictions may apply in other countries, so please check your local regulations).
Investment from US, UK or Japan:
For now, the residents from these countries can invest if they have accredited investor status, under the local regulations. If you qualify as an accredited investor, there may be an opportunity to invest. If you are unsure about the crowdfunding regulations in your own jurisdiction, we strongly recommend, you seek independent advice by a Lawyer/Tax Expert/Chartered Account. Refer to the FAQ for more details.
Investment from India:
The Financial and Regulatory laws of India do not permit investment by way of crowd funding in an Indian incorporated entity. Any individual interested in investment through crowdfunding in an entity incorporated outside India may seek independent advice from a Lawyer/Tax Expert/Chartered Accountant. Anything stated hereinabove shall not be construed as an advise or suggestion. All investments made shall be at your own risks, costs, liability and in compliance with the applicable local laws.
Participation in Crowdfunding through Crowdcube:
The investor can invest in Nothing through Crowdcube, which is a crowdfunding platform enabling businesses to attract investment from professionals and venture capital firms, as well as from everyday investors. It is regulated in the UK by the Financial Conduct Authority (FCA). To learn more about Crowdcube please refer to the FAQ.
First step is to sign up (for free) to Crowdcube. As soon as our page is live you will have exclusive access to invest before we share this opportunity with the rest of the world. You will officially be a Nothing stakeholder once the round has closed and the cooling-off period (7 days) is over! If you register your interest now we’ll let you know when the private page goes live.
An investment must be made in your own name on Crowdcube, with your Crowdcube account containing your own personal details (name, address and date of birth). The card used to make payment for your investment should also be in your own name. This investment is not transferable. More information can be found here.
Since Crowdcube Capital Ltd is a regulated by FCA, as such, investors are treated as customers of Crowdcube Capital Ltd. and therefore have the potential to be compensated out of the Financial Services Compensation Scheme established and operated by the Financial Conduct Authority, in the event that the company should fail in the conduct of its FCA regulated activities. However, investors will not be able to claim under the Financial Services Compensation Scheme merely because a Crowdcube Capital investee company fails. Details of the Financial Services Compensation Scheme may be found at www.fscs.org.uk
Crowdcube is a regulated platform and shall conduct an identity check of the investors making investment. For documentation required to be shared with Crowdcube before registering please refer to the general FAQs on Crowdcube website: https://help.crowdcube.com/hc/en-us/sections/360002700559-AML-checks
What do I get if I invest?
You’ll become a stakeholder in Nothing: a part-owner of the company. Nothing is also offering investors a range of exclusive rewards alongside the equity they receive for their investment. We'll share more details of the rewards available once the funding platform opens.
Risks with Investments:
Investing in a startup and early-stage business carries significant risks, including illiquidity, lack of dividends, loss of your investment and dilution and it should be done only as part of a diversified portfolio. You can read more about these risks on the Crowdcube website and under the FAQ.
We welcome everyone to invest, but please note that local regulations apply. Please check the applicable laws of your country. If you are unsure, we strongly recommend you may seek independent advice from a Lawyer/Tax Expert/Chartered Accountant. Nothing shall not be liable for any loss caused to you as a result of your failure to comply with the applicable local laws.
Minimum Investment and Fees for Investment:
You can own a piece of the future starting with USD 51.3.
There is no fee for becoming a member of Crowdcube’s investor community.
When making an investment, a fee of up to 1.65% of the amount invested is applied to each investment. The investment fee, including the exact amount being applied to your investment, is outlined in the investment process before your investment is pledged. This fee, which is subject to a minimum of £0.50p and is capped at a maximum of £250.00, is collected when the payment for your investment is processed by Crowdcube. Find out more about Crowdcube's investment fee structure here.
How does investing actually work?
If you invest in a business on Crowdcube you will become a stakeholder in that company. In most cases your shares will be held on for you by Crowdcube Nominees Limited. The amount you invest, and the equity issued/number of shares bought will affect your percentage of ownership in the business. Once your investment has been processed and Crowdcube has collected your payment, you will be sent your share documentation in terms of your indirect interest in that company held by Crowdcube.
WAGMI Limited, doing business as “Nothing” and formerly known as Nothing Holdings, is a Cayman Islands company with global reach through regional subsidiaries. Via Crowdcube you will be investing in WAGMI Limited, also known as the parent company of Nothing Technology Limited. This means you will indirectly own a part of the parent company. However, this might mean there are different rules under the Cayman Islands laws when it comes to investing, therefore we recommend you check the applicable local regulations before investing.
Return on my investment:
Return may come via a liquidity event such as a trade sale, secondary market transaction or an IPO.
Compliance with Laws:
Investor represents and warrants that it shall comply with the applicable laws.
Anti-Money Laundering (AML) check:
The investor shall not indulge in any Anti-Money Laundering (AML) activities.
In most cases our AML check will be completed in the background using electoral data (UK Investors). Please keep an eye on your emails throughout the completion period. If you do not receive a request for documentation then there is no need to contact Crowdcube for an update on the status of your investment. You need not presume that your investment with Nothing has been unsuccessful in the event you do not receive a request for documentation.
Once our AML check has been passed and the Nothing funding round has closed, the cooling-off email will be sent to investors, which will provide further details on the expected date for payment collection.
We will provide you with 24 hours notice before any funds are debited from your card.
Payment for my investment:
Once a pitch has been funded and has closed to further investment, you will receive a cooling off email, which includes a copy of the company’s Articles of Association for you to review.
During this cooling off period, which is generally no shorter than seven days, you will have the opportunity to review your investment before it becomes final. Once this cooling off period has expired, we’ll send you an email confirming when your payment, which includes your investment and Crowdcube’s investment fee, will be collected.
Use and Indemnity:
Nothing expressly prohibits the use of this site by you for any purpose which may be unlawful in the United Kingdom or under the local laws. You agree to keep Nothing indemnified against any claim, loss, liability, damages or expenses on a full and unqualified indemnity basis arising out of any misuse by you of any part of this site or any information embodied in it.
For any questions/queries you may write to us firstname.lastname@example.org
Nothing is committed to treating all its shareholders fairly and without prejudice in accordance with applicable laws, its memorandum and articles, and its shareholders agreement. We ensure that every statement(s) made by Nothing is fair, clear and not misleading.