Why are we doing this?
We are at a key moment in our development, we have produced the first Swiss smartphone, secure and privacy oriented. It's time for us to share what we do with our community and, together, to grow and flourish.
What are the benefits for us?
A startup needs funds to expand the team, increase the productivity and develop innovative solutions. We are launching a smartphone worthy of Swiss quality standards.
What are the benefits for you?
If we make money, you make money. It's called a win-win. Your investment at this stage of the company's development can be very fruitful. You will receive a share of the dividends when they are distributed. You also have the possibility to resell your certificates at any time to anyone who wants to buy them. Imagine if you had bought shares in Apple during their first year, the value of your investment would have been multiplied by about 1 million.
This issue prospectus contains the legal information necessary for the execution of the capital increase in the form of participation certificates, authorized by the board of directors on August 9, 2022 and subject to the decision of the general meeting of December 23, 2022, and provides information on the issue of the participation certificates. Further organizational documents such as the articles of association can be found on the website of the commercial register. The registered office of the company is located at Av. d'Ouchy 4, 1006 Lausanne. In accordance with the articles of association dated December 23, 2021, the objective of The Cosmic Dolphins SA is to contribute to saving the world from tech sharks.
Total number of certificates issued : 522'240
Price per unit : CHF 25.00
Minimum purchase price: CHF 500 (= 20 certificates)
Deadline for the purchase of the warrants: December 21, 2022
Release date of the certificates : December 23, 2022
Additional participation capital
In addition to the current share capital, the Board of Directors has approved on August 9, 2022 the issuance of participation certificates, which will be approved by the General Assembly on December 23, 2022. The new participation certificates are not subject to any restrictions on transferability upon acquisition. The dividend date and the form of the contributions will be determined by the Board of Directors. If the result allows it, the additional profit can be distributed in full or in part to the shareholders, at the discretion of the General Meeting. There is no right to a dividend payment. Should the number of subscriptions exceed the number of available certificates, the Board of Directors is entitled to increase the number of warrants issued to meet the demand.
Restrictions on transfer
The transfer of participation certificates is not subject to the approval of the Board of Directors. The transfer of warrants is subject to the same law as a sales contract.
Duty to inform in case of transfer
At the transfer, both parties are obliged to inform The Cosmic Dolphins Ltd about the transfer of the certificates as well as the information of the new owner (name, first name, address, IBAN, signature of the deed of sale), so that the company can keep the register of participation certificates up to date.
Shares and warrants subscribed and paid up during the current calendar year are put on the same level as the old ones with regard to the right to dividends the following year. All assets have the same right to dividends.
The subscribed shares and certificates must be paid in full in cash.
The Cosmic Dolphins Ltd provides forms for the subscription of its certificates. The subscription form in paper form and on the website (https://cosmicdolphins.ch/invest) is valid until December 21, 2022.
The subscription form has to be sent to the registered office at Av. d'Ouchy 4, 1006 Lausanne, or by email: email@example.com and the corresponding amount has to be transferred to the following bank account until December 21, 2022 at the latest, IBAN n° CH51 0024 3243 5862 6401M with the Bank UBS Switzerland AG, The Cosmic Dolphins Ltd also makes available the subscription forms and the possibility to pay directly from their website www.cosmicdolphins.ch/invest.
Restrictions of the offer
It cannot be excluded that the distribution of this prospectus and the offer to subscribe for shares may be legally restricted in certain countries. The Cosmic Dolphins Ltd requests that persons coming into possession of this prospectus inform themselves about possible restrictions and comply with them. This prospectus does not constitute an offer or invitation to purchase shares in any jurisdiction in which such offer or invitation would be unlawful. US citizens residing outside Switzerland are not entitled to make use of this offer.
It is the responsibility of the certificates owners to inform Cosmic Dolphins Ltd. of any change of address. In the meantime, any written communication sent to the address entered in the share register will be considered as legally valid.
Risks related to the shares
By their nature, shares are a risky form of investment. Therefore, it is advisable to determine whether the purchase of shares corresponds to your personal risk profile.
The Cosmic Dolphins LTD is the issuer of the participation certificates that are offered to investors via the website cosmicdolphins.ch.
We, The Cosmic Dolphins LTD wish to share the success of our company with as many people as possible by allowing families, friends and internet users to invest in the project and to grow: succeed together.
A participation certificate offers the same property rights as a share (e.g. right to a dividend). However, unlike shares, participation certificates do not offer any social rights (e.g. voting rights). The Cosmic Dolphins LTD has chosen this solution in order to facilitate the governance of the company and to limit the legal constraints caused by the high number of people involved in the project.
The price of the participation certificates has been fixed by The Cosmic Dolphins LTD according to the value of the company’s shares at the time of the fund raising.
All natural persons of legal age, as well as legal entities. The Cosmic Dolphins LTD reserves the right to modify the eligibility criteria at any time and without prior notice. The Cosmic Dolphins LTD is free to refuse any investor, without having to indicate the reasons.
Yes, the minimum amount to enter is CHF500, which corresponds to 20 participation certificates, however, you are free and even encouraged to buy as many certificates as you wish.
The profitability of the investment will depend on the future results of The Cosmic Dolphins LTD Although no guarantee can be given by The Cosmic Dolphins LTD in this respect, especially considering the inherent randomness of any company, our company is young (~1 year)… It’s a bit like investing in Apple during its first year.
We already have a group of investors who believed in the project and made it happen.
No. Once the payment has been made, it is unfortunately no longer possible to go back on your commitment.
By investing in The Cosmic Dolphins LTD you will become a holder of participation certificates. In other words, you will benefit from the same patrimonial rights as a shareholder, without however benefiting from the social rights. For example, you can receive a dividend, the proceeds of a possible liquidation or try to sell your participation certificates to make a profit, provided that you comply with the general sales conditions of the participation agreement.
Once your money is invested, you will become a holder of participation certificates of The Cosmic Dolphins LTD Your money will remain invested for as long as you hold these warrants. In exchange for your investment, you will be entitled, in particular, to possible dividends. You will only be able to recover the invested capital if you sell your participation certificates in accordance with the general terms of sale and the terms of the participation agreement. In the future, if the company is listed on the stock exchange (the value of your participation certificates will be at least x100), you will have certificates at the stock exchange value and it will be even easier to sell them.
The purchase, holding and sale of participation certificates have tax implications for which we refer you to the competent authority or to your advisor.
The Cosmic Dolphins LTD has almost 30 employees and we are doing our best to grow and prosper. However, as the future is full of everything and nothing at the same time, nothing can be guaranteed by The Cosmic Dolphins LTD except that we will have a beautiful journey together.
This will depend on the success of the project. No guarantee can be given, but The Cosmic Dolphins LTD has the ambition to do great things and to become “the new Apple”.
This is a risk that cannot be excluded.
Yes, of course! You just have to put the name of the person in the certificates.
The participation agreement will be available on our website: cosmicdolphins.ch
Any dividends will be paid in accordance with the applicable legal provisions, in CHF and to the IBAN account indicated by the participant.
Yes, each year the general meeting of the company’s shareholders will decide what to do: pay a dividend or reinvest the profit to increase the company’s value. In both cases, you win.
By the end of December, perhaps with a little Christmas surprise.
Simply fill out the form on the “checkout” page of our site and make the payment.
Wednesday, December 21 2022
To be able to pay you any dividends.
From now on.
You will receive a confirmation email within 48 to 72 hours after the payment has been made.