Minima

Key Information

Convertible Key Terms

Investments in this Campaign will be made under an Advanced Subscription Agreement (“ASA”). The key terms are set out below:

If the Company raises a new equity investment equal to at least £4 million from one transaction or a series of transactions, or if the Company undergoes a change of control or IPO (together, the “ASA Trigger Events”), the ASA will convert into shares at a share price based on the lower of:
• The share price in the ASA Trigger Event discounted by 20%; and
• A share price based on a valuation of £11,200,000.

In the event of i. the company winding up, or ii. If there are no ASA Trigger Events within 24 months of entering into the ASA, the ASA will convert into shares at a share price based on the lower of:
• The lowest price of any share issued after the date of the ASA; and
• A share price based on a pre-money valuation of £10M.

Group Structure

Investors in this round will become shareholders of Minima AG, incorporated in Switzerland (CHE-323.934.613). This is the holding company for the group. The Company holds the following commercial assets: 100M tokens, IP, and Trademarks. The blockchain on which Minima operates is open source (the “Minima Blockchain”).

The Company is currently 100% owned by the Minima Foundation, an independent, registered foundation in Switzerland established by founders Hugo Feiler and Patrick Cerri. Hugo Feiler, the Founder and CEO of Minima AG, serves as the President of the Foundation Board. Minima AG management team do not hold shares in the Company directly but are incentivised via options and salary. As the Foundation’s shareholding in Minima AG is diluted through external investment (this being the Company’s first investment round).

The Minima Foundation

There are no owners or shareholders in the Foundation. The Foundation is managed by Hugo Feiler.

Activities - The Minima Foundation is strictly not-for-profit and was created to support, stabilise, maintain, and improve the Minima Blockchain by providing services for the benefit of the project (the Purpose). Its ultimate aim is the complete decentralisation of the blockchain. The Foundation's mandated activities include regulating and surveilling token issuance, managing intellectual property, handling public relations, and ensuring compliance. It may also participate by investing or providing financial support to other companies related to its Purpose.

Outstanding SAFE Investment

The company has taken in $1,560,455 in outstanding Simple Agreement for Future Equity (SAFE) investments taken in on the following terms:

If the Company raises a new equity investment where preference shares are issued (a “Qualifying Equity Fundraise”), the SAFE will convert into preference shares at a share price at the lower of

• a 20% discount to the lowest price of a share issued in connection with that Qualifying Equity Fundraise; and
• a price per share, assuming a post-money valuation of $15m

If the Company undergoes a change of control, e.g. a sale) or an IPO (a “Liquidity Event”), the investment will be repaid in cash at an amount based on the greater of:

• The investment amount, and
• The amount due if the investment was to convert into shares at a share price at the lower of i) a valuation of $15m and ii) the share price for the Liquidity Event with a 20% discount applied.

In the event of a dissolution, voluntary termination of operations, or winding up of the company (a “Dissolution Event”), investors will be repaid the amount of their investment. However, this payout ranks below company creditors, but will be repaid alongside other preference shareholders/other SAFE investors.