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Last update 31 January 2025

Risk Disclosure

Investing in early-stage businesses carries inherent risks. Before making any investment through The Onion Memorandum, it is essential to understand these risks and consider diversifying your investment portfolio.

Regulatory Disclaimer

This crowdfunding offer has neither been verified nor approved by the Autoriteit Financiële Markten (AFM) or the European Securities and Markets Authority (ESMA). The appropriateness of your experience and knowledge has not necessarily been assessed before you were granted access to this investment. By making this investment, you assume full responsibility for the associated risks, including the possibility of losing part or all of your invested capital.

The Importance of Diversification

Diversification involves spreading your investments across different opportunities to reduce overall exposure to risk. While diversification can mitigate some risks, it does not eliminate all potential losses. Investors should allocate only a portion of their available capital to high-risk investments like those on The Onion Memorandum and balance their portfolio with more stable, liquid assets.

Risks Associated with Equity Investments

Investing in private companies does not guarantee a fixed return, as these businesses are often in the early stages of development. Unlike debt instruments that may offer periodic interest, equity investments depend entirely on the company’s future success.

Potential Loss of Capital

Most early-stage businesses do not scale as planned, and some may fail. If a company ceases operations, you can lose the money you invested in whole or in part. Only invest money you can afford to lose, and diversify your investments to increase the chances of positive overall returns. The Onion Memorandum does not guarantee returns and does not reimburse lost investments.

No Investor Protection Schemes

The deposit guarantee schemes do not cover investments made in The Onion Memorandum platform, established by Directive 2014/49/EU of the European Parliament and the Council. Neither are your investments covered by the investor compensation schemes established by Directive 97/9/EC of the European Parliament and the Council.

Limited Liquidity

Shares acquired through The Onion Memorandum are not publicly traded and may not be easily resold. Unlike publicly listed stocks, these shares generally lack a secondary market, challenging liquidity. Investors should be prepared to hold their shares indefinitely. Even if you manage to sell them, you may incur losses.

Lack of Dividends

Early-stage businesses typically reinvest earnings to foster growth rather than distribute profits to shareholders. As a result, investors may not receive dividends and will only see returns if they can sell their shares in the future.

Dilution of Share Value

Future funding rounds may issue additional shares, reducing the ownership percentage of existing shareholders. This dilution can impact voting rights, potential dividends, and overall share value. Some share classes may include pre-emption rights, allowing existing investors to maintain their stake in subsequent funding rounds. Always review the specific terms of the investment before committing.

Risks of Convertible Investments

Convertible instruments are agreements where shares will be issued at a later date, typically based on a future funding round. These investments carry the same risks as direct equity investments, with added uncertainties regarding valuation and timing. Investors should review the terms carefully before participating.

Risk of Business Failure and Non-Payment

All businesses face financial uncertainties. If a company cannot meet its obligations, investors may lose their initial investment and expected returns. There is no guarantee that businesses funded through The Onion Memorandum will succeed or generate positive returns.

General Investment Risk Warning

Investing in start-ups and private companies involves substantial risks, including illiquidity, dilution, and potential total loss of investment. These opportunities are intended for investors who understand and accept these risks. Investing should be part of a diversified strategy, and independent financial advice is recommended.

This is not a savings product, and we advise you not to invest more than 10% of your net worth in crowdfunding projects. You may not receive any return on your investment.

Investment opportunities on The Onion Memorandum are available only to eligible investors. All investments are made based on the information provided by the companies seeking funding. The Onion Memorandum does not provide investment, legal, or tax advice.