This Risk Warning represents the main information about the potential risks associated with participating in the Offerings and investing in the Projects published on the Platform and, in general, with using the services provided by Mamacrowd through the Platform.
This Notice is intended to inform investors and potential investors so that they are aware of and clearly understand such potential risks.
Please note that information regarding the risks associated with a specific Project is disclosed by each Project Holder in the KIIS. Before investing in a particular Project, investors are encouraged to review and read the KIIS carefully.
GENERAL INVESTMENT-RELATED RISKS
- Risk Loss of invested capital: risk of losing all, or part, of the invested capital. If the project in which one invests is not successful, the investor could lose all or part of the amount invested. Also, if a project becomes profitable, there is no guarantee that your initial investment will be returned or that you will receive a return on your investment.
- Risk of Lower or Delayed Returns: the return from your investment may be lower than expected. There is also a risk that the Project Holder may fail to return the investment made by investors.
- Dilution risk: through the investment, the investor receives a representative share of the Project Holder's share capital. The Project Holder may, in the future, need to carry out additional operations to raise financial resources through further capital increases. Such operations could have dilutive effects on the shareholding subscribed by the investor at the time of investment. in addition, such operations could result in a change in the corporate structure and/or the granting of rights (sometimes even more privileged) to new shareholders.
- Risk of not receiving dividends: Most Project Holders conducting offerings on the Platform are early-stage, small or medium-sized companies. Therefore, if there is a profit, it is rarely distributed in the form of dividends but is reinvested in the company to continue its development. This means that the investor is unlikely to see a return on his investment until the company: [a] generates profits, [b] distributes dividends, or [c] you are able to sell your shares.
In addition, where the Project Holder is an innovative startup, there is a prohibition on distributing profits for as long as the company qualifies as an innovative startup (currently, 60 months from the date of incorporation of the company)
- Duration Risk: The time horizon of the investment is the period of time required to implement the Project and maximize the value of the Project Holder's company. This time horizon cannot be defined a priori and it is likely that several years will have to pass before the investment can give a positive return to investors.
- Risk of estimating growth rates. All indications of project profitability and the data contained in the business plan are the result of estimates and projections made by the Project Owner and may fluctuate (due to market events, political events, macroeconomic changes, etc.). There is, therefore, no certainty as to whether they will actually be realized.
- Risk of limited cash capacity. The financial resources available in the company's cash could end sooner than expected, not allowing the company to complete its project or finance subsequent development phases.
- Risk related to the valuation of the company. The determination of the value of the company of the Project holder as of the date of the Offer is made by the administrative body of the same company on the basis of generally accepted business valuation criteria. However, the determination of the company's valuation is merely an estimate. The Project Holder or Mamacrowd make no guarantees as to (i) the correctness of the company's value as of the date of the Offer and consequently as to the correctness of the valuation; (ii) the correspondence of the value as determined above to the company's actual market value; (iii) the adequacy and correctness of the company's valuation with respect to the company's future development prospects; and (iv) the possibility of realizing in the future, including through the transfer of the subscribed interests, a value at least equal to that attributed in the Offer.
- Market Risk: The success of the Project could be strongly influenced by market conditions. Economic factors, competition, and technological changes can have a significant impact on a company's prospects.
- Illiquidity Risk: The instruments under the Offer are not secured by repurchase agreements or guarantee funds and are not, at present, admitted to trading in regulated markets or other multilateral trading systems. This makes these instruments highly illiquid, subject to high disinvestment and demobilization difficulties (difficult to turn into cash in the short term). An investor interested in putting them up for sale could, therefore, face difficulties in finding a counterparty interested in buying them. In addition, the forecasts for the development and realization of the investment ('exit strategy') that may be indicated by the Project Holder on the Offering documents are a prediction of the company, with no guarantee that they will come true.
- Conflict of Interest Risk: Mamacrowd accepts its Related Parties as investors in the Platform.
- Entrepreneurial Risk: The Project Owner has a high entrepreneurial risk related to the ability and concrete possibility to be successful in developing its Project in the target market.
- Project Execution Risk: As can be verified in all entrepreneurial initiatives, the inability to concretely realize the key elements of the project's success or the prerequisites for its concrete future scalability (large-scale diffusion), although these factors are nevertheless considered in the business plan, can determine, in retrospect, the failure of the Project Owner's initiative.
- Qualified personnel: Concrete realization of the project success factors requires highly qualified personnel not always readily available on the market.
- Permanence of 'key people' within the team: The possible change of some members of the Project Owner's team, and, in particular, the founding partners, could negatively affect the company's activities and results.
- Time and cost of development: the time and cost of developing, maintaining, and scaling up the Projects Owner's business could be greater than those projected in the business plan. This is also as a result of factors external to the company and therefore not directly manageable.
- Absence of barriers to entry, risk of imitation: It cannot be absolutely ruled out that, in the future, some competitor (including a foreign one) may succeed in copying the Project Owner's business proposal, its technology and, more generally, its business model.
- Competition from companies with greater financial resources: there could be other companies that, leveraging their financial superiority and greater communication capabilities, could occupy the market where the Project Holder operates.
- Default Risk: The Project Holder could be subject to bankruptcy or other insolvency proceedings or other events that could result in the total loss of the investment. Such risks may be caused by a variety of factors including: change in macroeconomic circumstances, mismanagement, lack of experience, inadequate financing for the business purpose, failed product launch, lack of cash flow.
- Sector risk: These are risks related to the specific sector in which the Project Owner operates. Some industries, such as the technology sector, may be subject to rapid and unpredictable changes. Companies operating in these sectors may be more exposed to market and technology risks
Platform failure risk: Mamacrowd has a business continuity plan and special procedures in place to manage issues pertaining to the IT infrastructure. However, there may be a remote risk that the platform will experience outages or malfunctions, thereby compromising users' ability to access the services offered.