Investor update: CNG conversion acknowledgment

CNG
December 1, 2021

The kick-off to convert our CNG investors’ positions to Change Group’s share units is just a few weeks away.

We’re going to walk you through the procedures and what you need to do to be ready to convert your CNG to share units.

Disclaimer: Before reading the following, please note that the contents of this blogpost, or any part hereof, is not to be construed as an offer, or solicitation of an offer, for the purchase of any securities issued and/or owned by Change, nor shall the sale or offer of any securities issued and/or owned by Change take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law, prior to the registration of prospectus or other applicable disclosure document of equivalent effect.

Terms and procedure

First and foremost, it’s important to read and understand the terms. Here you'll find the document that describes the procedures and different parties involved in the conversion. Should you have any questions regarding this, please feel free to contact us at investor@changeinvest.com

The main takeaways:

As a CNG holder from the EEA region, you’ll be able to give your acknowledgement in our Change app, starting from December 2021 until five business days before the date of conversion which will be notified by Change at least two weeks before the actual conversion takes place and is subject to certain regulatory approvals not controlled by Change (currently planned not later than Q1 2022). After you have given your acknowledgement, you can continue buying and selling CNG as usual. Keep in mind that, at the time of the conversion, you need at least 100 CNG in order to participate in the conversion. Additionally, all positions will be rounded down to the closest 10. You can take a look at the CNG conversion calculator on our investor page to plan your pre-conversion CNG position accordingly. 

As a CNG holder outside of the EEA region, you are required to digitally sign the same conversion procedure document linked above and send it to investor@changeinvest.com by 24.01.2022, at the latest. By this date, you’ll also need a successfully verified Funderbeam account to receive your shares in the form of share units. After the conversion, you’ll receive your share units that are converted from your CNG position on your Funderbeam account. You can continue buying and selling Change share units on the Funderbeam platform before and after the conversion.

Trading with share units

If you are an investor from the EEA region, the Change Group shares allocated to you as a result of conversion will be displayed to you and will be available for in-app trading in the form of share units, each representing shareholding with the nominal value of EUR 0.001. 

Before you can start trading with share units in our app, you’ll need to complete a few steps required by regulators to ensure you understand the risks involved when trading regulated financial instruments.

If you’re trading derivatives through the Change app, then you have already completed this procedure. If not and you should have any questions along the way, we’ll gladly walk you through this process.

For investors outside the region of EEA, the share units will be available for trading at Funderbeam.

Funderbeam integration

We had planned to offer share unit trading through our app in partnership with Funderbeam. This meant that all Change share unit orders would be in the same orderbook for the Change app and the Funderbeam marketplace. After further considerations, we decided to change our approach.

A combination of regulatory constraints and our refined strategic outlook led us to make the decision to keep the orderbook in Change app separate from the orderbook on Funderbeam exchange. 

There were, of course, pros and cons to this decision. However, we saw this as the best path to take for our entire community considering our fundraising goals, our 2025 target of 10 million customers and having the flexibility to develop our product in a scalable way. 

In addition to offering Change share units in our app from the Funderbeam marketplace, we also planned to offer a variety of other startup investment instruments.

Offering a more diversified list of instruments to our customers is still one of our key focuses and we’ll keep working with Funderbeam and other liquidity providers to make investing into startups as simple as buying bitcoin and other crypto assets with Change.

We truly believe that the steps taken will create more opportunity and ultimately be beneficial for our community in the long-term. 

Updates on the cap table

Currently, 8.61% of the company is held by both, investors from the EEA region and investors outside of the EEA. The share units allocated for investors residing outside of the EEA, will be transferred to the Funderbeam platform, where after the conversion each investor can start trading with their position.

The remaining share units for investors from the EEA will be transferred to a regulated investment firm which will hold these in its name, but on behalf of the investors. These share units will become tradable in the Change app.

After the conversion, we will update the cap table to reflect the split between share units tradable on the Funderbeam platform and the ones tradable in the Change app.

And some final notes

  • We’re on schedule to convert all eligible CNG positions to share units in Q1 of 2022.
  • Before the conversion, all CNG holders must read the terms of the conversion and give their acknowledgement. Change share unit trading in our app will then start shortly after the conversion.
  • Offering startup investing instruments in the Change app is still in the roadmap, however we cannot give any specific timeline to offer these assets at the moment.