Investing involves risk

Investing in the type of companies selected by Capital Cell involves risks including loss of total capital (but not more than total), lack of liquidity and dilution, among others. Investing through Capital Cell should be considered part of a diversified investment portfolio.

Capital Cell cannot guarantee the success of the investments it proposes.

Any information on tax breaks should be checked with a tax advisor. Not all taxpayers have access to the same tax benefits, and the tax information provided at Capital Cell may be a generalization that does not apply to your particular case.


1. Introduction

At Capital Cell we want you to be aware of the risks involved in investing in venture capital. Remember that:

  • You should not invest money that you cannot lose.
  • It is advisable to diversify your investments among several companies.
  • Carefully read the information available for each company.
  • If in doubt, contact an independent professional advisor.

2. Company performance

The profitability and value of your investment will depend on the success of the company in which you invest. Therefore, if things do not go well, you may not get the return you expected and, in the worst case scenario, you may even lose all or part of the money you are investing.

Your investment is not guaranteed. This means that no one, neither Capital Cell nor the promoters of the company nor any guarantee fund guarantees the recovery of your investment or a minimum return.

3. Lack of liquidity and transferability

Liquidity is the ease with which you can sell your shares or participations after you have acquired them. Shares acquired in newly created companies through Capital Cell are not easily transferable, and are unlikely to be listed on the secondary securities market such as the MAB or the Spanish Stock Exchange.

Without the existence of a public market in which to find a buyer for the Units, it may be more difficult to sell for an effective return. Investments made through Capital Cell should be considered as a medium-term, illiquid investment.

4. Dividends

Dividends are payments made by a company to its shareholders or partners from the company's profits. Most of the companies listed on Capital Cell are startups or early stage companies, so it is unlikely to get a return on your investment during the first year of the investment.

Profits are usually reinvested in the business itself to drive growth and create value for shareholders. Companies are not required to pay dividends to shareholders.

5. Dilution

Any investment made through Capital Cell may be subject to future dilution. Dilution occurs when a company issues more shares. The dilution affects all existing shareholders who do not acquire any of the new shares issued. As a result, the proportionate shareholding of the company's existing shareholders is reduced, - this leads to certain consequences, including the loss of voting rights, dividends and the value of the shareholding.

6. Risk of not being able to influence the management of the company.

Investors will not be able to influence the management of the companies financed through the equity financing platform.

7. Diversification

We recommend investors to create a portfolio of investments, maintaining a diversified portfolio and reducing the risks involved. Diversification means spreading out a number of investments over a number of investments. For example, if you are a non-professional investor, it is usually recommended to invest around €10,000 in 10 projects over a period of twelve (12) months.

8. Supervision

Capital Cell is not an investment services company or credit institution and is not a member of any investment guarantee fund or deposit guarantee fund.

The participative financing projects are not subject to authorization or supervision by the National Securities Market Commission or the Bank of Spain, therefore the information provided by the promoters on the projects has not been reviewed by them, nor, in the case of issuance of securities, does it constitute a prospectus approved by the National Securities Market Commission.

The projects published on the Participatory Financing Platform (PFP) of Capital Cell are considered to be start-ups, and therefore investing in these companies carries significant risk. You should only invest an amount that you are willing to lose and we recommend investors to maintain a portfolio of investments, keeping a diversified portfolio and reducing risks. If you invest in a company and it goes bankrupt, Capital Cell will not return your investment.

9. Fees applicable to promoters

Capital Cell shall be entitled to receive from the Promoter a commission calculated as a percentage (6%) of the total investments raised by the Project during the financing round.

The Publication Agreement to be signed by Capital Cell and the Developer prior to the publication of the Project will establish the means and terms of payment of such commission by the Developer.

In any case, the amount of the commission of Capital Cell will be increased by the rate corresponding to the Value Added Tax applicable at any time.

In addition, Capital Cell may reimburse the expenses incurred on behalf of the Promoter, for which it shall issue the corresponding expense invoices and provide copies of the supporting documents. The expenses to be reimbursed shall be specified in the Publication Agreement.

10. Contracting procedure

As described in the Terms of Use applicable to the services provided by Capital Cell through the Portal that the user accepts once registered on the Portal, Capital Cell makes available to its clients (investors and promoters) the contractual models and subscription mechanisms necessary to structure the financing of the projects published on Capital Cell through "syndication vehicles" with the legal form described below.

The objective is that all investors participating in the financing of a project published on the platform can channel their investment in the project through a "vehicle" in the form of a limited company, private partnership, community property or any other legal form that produces the effect of syndicating its representation to the person designated by the investors themselves, a vehicle created specifically for this purpose for the investment in question ("Vehicle Company") which, once the financing round has been successfully completed, facilitates the governance of the promoter company, streamlining the adoption of corporate resolutions through the holding of Universal Meetings.

For their part, the investors, whose interests are aligned, are represented in the promoter company by the manager or representative of the syndication vehicle.

Likewise, the contractual models made available to the parties for the participation in the promoter company include the commitment to include in the bylaws and in the shareholders' agreement of the promoter company the right of all investors to attend the shareholders' meetings with voice but without vote (such vote is exercised by the representative of the syndication vehicle chosen by all the investors).

Capital Cell is an entity obliged to audit its accounts in accordance with Law 5/2015, as a participatory financing platform. Currently, the audit of the accounts of Capital Cell is entrusted to ViR Audit.