Risk Warning

The key risks of investing in CurveBlock platform digital shares. Read this page in full before subscribing.

Don't invest unless you're prepared to lose all the money you invest.

This is a high risk investment and you are unlikely to be protected if something goes wrong. Take 2 minutes to learn more.

What you are buying

A CurveBlock platform digital share is a perpetual contractual right to a 47.5% pooled share of net profit generated by the property and renewables Special Purpose Vehicles owned by CurveBlock Ltd. It is not a share in CurveBlock Ltd itself, not a deposit, not a bond, not an EIS or SEIS qualifying investment, and not a unit in a fully authorised collective investment scheme. The full structural and economic terms are set out in the Platform Share Terms and Investor Disclosures.

1. You could lose all the money you invest

Property development carries construction, planning, market, finance, and counterparty risk. Renewables infrastructure carries technology, grid, regulatory, and offtake risk. Projects can run over budget, run late, or fail to complete. Completed assets can sell or refinance for less than expected. If a Special Purpose Vehicle makes a loss, your share of the loss is borne by the platform digital shareholder pool. You may receive back less than you invested, and you may receive nothing.

2. You will not be protected by the Financial Services Compensation Scheme

The Financial Services Compensation Scheme does not cover platform digital shares. If CurveBlock Ltd becomes insolvent, you will rank as a contractual claimant in respect of accrued and unpaid sums, behind secured and preferential creditors. You may recover little or nothing.

3. You are unlikely to be able to sell quickly

A secondary market for platform digital shares will only operate once permitted by the relevant Financial Conduct Authority Sandbox stage. Until then, the only routes to exit are the board operated sell floor, permitted transfers on death, and transfers by court order. The sell floor is a commercial undertaking subject to available cash at platform level and is not an unconditional cash guarantee. You should treat platform digital shares as illiquid.

4. You may not receive the consideration in an acquisition of CurveBlock Ltd

If CurveBlock Ltd is acquired, the consideration is paid to the shareholders of CurveBlock Ltd. Platform digital shareholders are not, by virtue of holding platform digital shares, shareholders of CurveBlock Ltd, and are not contractually entitled to a share of that consideration. The board will use reasonable endeavours to negotiate a recognition mechanism for platform digital shareholders in any change of control transaction, but no specific mechanism is guaranteed. See section 7 of the Platform Share Terms.

5. Your share can be diluted

CurveBlock issues new platform digital shares to fund new projects. The total number of digital shares in issue rises over time. The 47.5% SPV profit pool also grows as new SPVs are added, but the rate of pool growth and the rate of share issuance are not contractually linked. Periods may exist where issuance outpaces pool growth.

6. Distributions are lumpy and timing is uncertain

Property cash flows occur on completion or refinancing events. Distributions will not arrive on a fixed quarterly schedule. The board may retain a portion of distributable profit at platform level to fund the sell floor and to fund the pipeline.

7. The regulatory regime is evolving and features are subject to regulator approval

CurveBlock operates under the United Kingdom Financial Conduct Authority Digital Securities Sandbox. CurveBlock has been approved at Sandbox Gate 1. The Sandbox is a staged regime and the rules applying to platform digital shares may change as CurveBlock progresses through the gates toward a Permanent Operating Permission.

Digital securities are a new area of United Kingdom financial regulation and the rules are still being written. Every feature of the CurveBlock platform that depends on new digital regulation law, including the on platform secondary market, on chain settlement, programmable share registers, automated profit distribution, cross border transfer, custody, and the precise legal form of the digital share itself, is subject to approval by the Financial Conduct Authority and any other relevant regulator. Features that are described, planned, or roadmapped may be modified, delayed, restricted, or removed entirely if the regulator does not approve the design, approves it only in a different form, or sets conditions on its operation. Progression from one Sandbox gate to the next is at the discretion of the regulator and cannot be guaranteed by CurveBlock. This is the central reason CurveBlock is in the Sandbox. See section 5 of the Platform Share Terms for the full disclosure.

8. No tax reliefs apply at platform share level

Platform digital shares are not EIS or SEIS qualifying. No income tax relief, capital gains relief, or loss relief is available under those schemes on platform digital shares. Profit distributions are taxable in the hands of the holder. Tax treatment depends on personal circumstances and may change. Consult your own tax adviser.

9. Past performance is not a guide

Any historical figures, projections, or modelled returns presented on the CurveBlock platform are illustrative. They are not a promise or a forecast of the returns you will receive. Forward looking statements are subject to risks and uncertainties and actual results may differ materially.

10. You should not invest more than you can afford to lose

Platform digital shares are intended to form part of a diversified portfolio. The Financial Conduct Authority recommends that retail investors do not invest more than 10% of their net investable assets in high risk investments such as this. You should consider whether platform digital shares are suitable for you in light of your financial circumstances, investment experience, and risk tolerance. If in doubt, take advice from an independent financial adviser authorised by the Financial Conduct Authority.

Cooling off

You may withdraw a primary subscription for platform digital shares within 14 days of purchase by writing to CurveBlock through the in platform Help Chat. After 14 days, exits are subject to the sell floor mechanism and the secondary market rules described above.

Questions

If any part of this risk warning is unclear, do not subscribe until you have clarification. Use the in platform Help Chat or write to the company at the registered office.

This risk warning forms part of the financial promotion of CurveBlock platform digital shares. It must be read alongside the Platform Share Terms and Investor Disclosures, the general Terms and Conditions, and the Privacy Policy. This document does not constitute personal financial advice. Capital at risk.