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SquareBook

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SquareBook is the auction technology platform for equity capital raises.

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Funded 10 Oct 2023
£500,000 target
£528,640 from 0 investors
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Business overview

Location Edinburgh, United Kingdom
Social media
Website www.squarebook.com
Sectors Finance & Payments Digital Mixed B2B/B2C
Company number 11971730
Incorporation date 4 Jan 2017
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Investment summary

Type Convertible
Discount 20%
Tax relief

EIS

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Business highlights

  • Digital auction platform for equity raises
  • 8 signed clients, 2 advisor partners & more in the pipeline
  • Bringing fairness and transparency to price discovery
  • FCA authorised, built in FCA innovation hub
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Key features

  • Secondary Market
  • Nominee investment min. £10.00 +
  • Direct investment min. £25,000.00 +

Learn more about convertible campaigns.

Idea

Introduction

SquareBook is a tech platform for equity fundraising. Squarebook is an independent, conflict-free provider of auction technology for companies to carry out raises at all stages, from private deals to IPOs and secondaries.

Most capital raises are still very manual. Companies have to navigate clunky offline processes, where phone calls and spreadsheets dominate. SquareBook is re-engineering equity capital raising by giving issuers and their advisors access to the widest investor base, and a digital toolkit to manage the whole thing, from start to finish.

The SquareBook platform brings companies, their advisers, and investors together in one place, putting companies in control of share pricing by using rule-based auctions. We’re bringing real innovation to a $400 billion market that hasn't changed in decades.

Substantial accomplishments to date

2017: SquareBook is Incorporated

2018: Build-out, model developed and rigorously tested as part of FCA Sandbox, the UK regulator’s innovation hub. Edinburgh office established.

2019: FCA authorisation, recognition in Financial Times and industry press (Euromoney, Fintech Times and more). First client signed - one of Europe’s largest pharmaceutical cannabis businesses. Inaugural SquareBook IPO Conference held in London, featuring high-profile speakers and panellists from the London Stock Exchange, Schroders, AFME, Aquis Stock Exchange, Baillie Gifford, PwC, RateSetter and more, with delegates from the finance industry, high-growth companies and entrepreneurial community.

2020: Graduate of Tech Nation, the UK government’s tech accelerator programme. Recognised by Tech Nation as a Fintech to watch.

2021: London office opened, new key hires made in tech, marketing and sales.

2022: First fundraise transaction completed on SquareBook. Partnership with Instinet announced. B Corp certification granted. Selected for Tech Nation’s International Programme for expansion in Singapore.

2023: Officially released from FCA Sandbox; full authorisation granted. Joined Barclays Innovation Workspace for Fintechs in London. Confirmed client fundraise pipeline set to take place in Q3 and Q4. New Operations Lead join the team.

Monetisation strategy

SquareBook has two main sources of revenue:
1. Monthly subscription fees
2. Transaction fees

As standard we charge each company a monthly SaaS fee of £1,000 to use the platform.

When a company executes a deal through SquareBook, it pays typically 1% of the capital raised. This is much less than the typical fees companies pay investment banks for IPOs, which are usually 4.1% to 7%. The average value of an IPO executed globally in 2021 was $227 million.

The SquareBook platform is designed for different kinds of equity capital raise, including share placings and follow-ons, which can raise more capital than IPOs.

Use of proceeds

The funds will give us a twelve-month runway, which will help SquareBook to execute our current pipeline of deals (gross volume valued up to £150 million) and give us momentum until we are ready to have our Series A raise.

The full breakdown:
- Product delivery and development: 35%
- Sales and marketing: 45%
- Office, admin, overheads: 14%
- Legal and financial: 6%

The focus of the funds raised will be used to further develop our data analytics capabilities and strengthen our sales and marketing spend. In addition, we plan to focus on expanding SquareBook geographically into Europe and the US with additional key business hires in these areas.

Funds will also be allocated to our key near-term goals of building our brand and establishing ourselves as thought leaders in the equity capital markets.

Key Information

Convertible Key Terms

Investments in this Campaign will be made under an Advanced Subscription Agreement (“ASA”). Under an ASA, investments convert into shares upon the occurrence of a future specified trigger (at a price dependent on the type of trigger). Please also refer to the “Key Terms” document attached to this Campaign in the Documents section for more detailed information.

If the Company raises at least £1,000,000 in new equity investment over one or more funding rounds in the next 6 months, that will constitute a “Qualifying Equity Fundraise”.

If there is a Qualifying Equity Fundraise, a sale of the Company resulting in a change of control (a “Change of Control”) or an IPO, then the ASA will convert at the lower of:
- a 20% discount to the lowest price of a share issued (or sold) in connection with that Qualifying Equity Fundraise, Change of Control or IPO; and
- a price per share assuming a pre-money valuation of £35,000,000.

If there is no Qualifying Equity Fundraise, Change of Control or IPO within 9 months of the ASA, or there is a winding-up or cessation of business by the Company of any kind prior to any such event, then the ASA will convert into shares assuming a valuation of £24,493,388.43.

Material Debt

The Company has the following outstanding loans:

1. £20,000 Bounce Back Loan from Santander with an interest rate of 2.5% per annum. The loan is to be repaid in May 2026.

2. £32,000 Directors Loan with an interest rate of 1% per annum. The loan is to be repaid in December 2024.

The funds raised as part of this round will not be used to repay these loans.

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Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This campaign for SquareBook has been approved by Seedrs Limited (trading as Republic Europe) ("Republic Europe", "us" or "we"), as of 18 August 2023 as a financial promotion. Republic Europe is authorised and regulated by the Financial Conduct Authority with firm reference number 550317. In approving this campaign, Republic Europe has concluded that the information, taken as a whole, is "fair, clear and not misleading." This means that for factual statements we have reviewed evidence of their accuracy, and that for aspirational statements we believe they are phrased appropriately in light of their speculative nature. You should note that in the case of factual statements, the evidence we review is provided by the business, and we do not audit it, which means that we may not be able to identify forged or altered evidence. You should further note that in the case of aspirational statements, the nature of the type of businesses presented on the Republic Europe platform is such that they are likely to have high ambitions, and we may approve statements that convey those ambitions even where we do not believe, or we do not have a view on whether it is likely, that they will be fully realised. The pre-money valuation and investment sought in the campaign are those set by the business: they are not reviewed or established by us, and the valuation is not an independent view of what the business is worth. Given the nature and type of businesses presented on the Republic Europe platform, it is possible that the business has very little cash remaining prior to receiving this investment, and the investment sought may be necessary for the business's on-going existence.

Republic Europe does not make investment recommendations to you. No communications from Republic Europe, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Republic Europe does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Republic Europe, you should consult a professional adviser.

Tax Relief (SEIS)

This business is eligible for SEIS relief - providing qualifying investors with income tax relief of 50% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Tax Relief (EIS)

This business is eligible for EIS relief - providing qualifying investors with income tax relief of 30% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Valuation (pre-money)

Valuation rounded from Convertible

This is the fully-diluted pre-money valuation of the business (i.e. before the new investment comes in and including issued options and other equity interests). In contrast, the post-money valuation is based on inclusion of the new investment in the value.

It is calculated as the pre-money valuation plus the amount of new investment. e.g. If Company A is ascribed a pre-money valuation of £1,200,000 by prospective investors investing £300,000, its post-money valuation is £1,500,000.

The investee business is responsible for setting its own valuation, it has not been prescribed by Seedrs.

Pitch type

Investing in a convertible campaign allows you to invest today, with your investment converting into equity in the future, at a discount compared to other investors.

Learn more about pitch type on Seedrs

Equity Offered

The equity offered is the percentage of the company’s shares being issued in return for the amount of investment raised.

When the amount raised is less than 100%, the equity offered is based on the target raise. Once the company has raised over 100% it is based on the total raised.

In some scenarios, entrepreneurs may accept additional direct investment after closing their Seedrs campaign. Provided this is within 6 months of the closing and on the same terms, we do not typically offer pre-emption rights on that extra investment (where you have the opportunity to invest again to maintain your percentage shareholding).

Learn more about investing and pre-emption rights.

Nominee investment

This shows if you are able to choose, when making an investment, that you be represented by, and your shareholding be managed by, the Nominee investment.

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Custodian

If you invest in this Campaign, Seedrs will act as Custodian rather than provide our standard nominee service. This is due to the fact that the business is not directly involved in the share sale and Seedrs will not benefit from any rights under a shareholder agreement. As a result, Seedrs will handle administrative tasks as we do normally, but you will not have information or voting rights, updates from the business, preemption on future fundraising, or ongoing support about business trading activity.

Learn more about Custodian here

Secondary market

This shows if the business has opted-in or opted-out of allowing its shares to be bought and sold on the secondary market.

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Direct investment

This is an option to invest and hold shares 'directly' in the company (rather than via the Nominee investment). This option is only available to those investing over the threshold amount, which is determined by the fundraising company.

If you choose to hold your shares directly, you will be responsible for any contractual or administrative arrangements with the company you are investing in.

Find out more

Payment options

We are not able to accept card payments for investments into this sector. You can pay for your investment by creating a bank transfer, using funds in your investment account or create a Pay by Bank payment. Your investment will only be completed once the funds have reached our account.

Business Involvement

This Campaign offers shares for sale in business that is not directly involved in this Campaign or the sale. As a result, the Campaign and post-investment experience, including investor rights, will differ from a business-led campaign on Seedrs. Most notably, the business will not engage with investors in the discussion forums both during and after the sale or provide any updates to investors.

Learn more here

Payment options

We are not able to accept Pay by Bank payments for investments into this sector. You can pay for your investment with a card payment, by creating a bank transfer or by using funds in your investment account. Your investment will only be completed once the funds have reached our account.

Drawdowns

This campaign offers the ability to pay for an investment by drawdowns.

Security Token

A security token is a digital asset that represents ownership or other rights. It is a digital form of traditional investments. In the future, you may be able to trade your investment through compatible exchanges.

Warning

You are following a link outside of europe.republic.com.

None of the information in constitutes part of the campaign and it has not been approved or reviewed by Seedrs.

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