We Are Crowdfunding: This is Your Chance to Invest in the Future of Forests

Dear Community, Friends, Supporters, Contributors, and Projects,

After almost five years of building Open Forest Protocol, we have achieved considerable milestones:

• Opened access to project funding for 330+ projects from 28 countries.
• Secured partnerships with Lush Cosmetics and two governments.
• Won the World Economic Forum Uplink Top Innovator Award.

Thanks to your commitment, the mission you’ve supported is now a powerful, global reality- but we aren’t stopping there.

For the first time ever, we are offering our community the chance to own a piece of Open Forest Protocol. This is a unique opportunity that will allow you to buy equity in our business. That way, you can share in our mission and be a part of our future.

We're building the technology to give communities on the front lines of the climate crisis direct access to the multi-billion dollar carbon market- and now you can own a part of that new system.

Your Mission, Your Ownership: Join Our Crowdfunding on Republic

To power our goal of reaching 1,000+ projects and developing two new verticals in mangroves and biodiversity, we are launching a community crowdfunding campaign on Republic, a crowd investment platform that allows our community, and not just institutional VCs, to invest in the companies they believe in.

Your contribution will help scale nature restoration across the world and impact thousands of smallholder farmers and landowners. You will provide livelihoods for communities and help to keep forests in the ground.

Here is what this round will directly fund:

• Scaling Impact: Onboarding the next 1,000 verifiable forest projects, expanding our proven impact from over 300+ existing communities across dozens of countries.
• Vertical Expansion: Development of two new key verticals designed to boost local community economies and ecosystems.
• Validation Network Upgrade: Upgrading our robust, decentralized validation network to include more expertise and on the ground surveying.

We are aiming to reach our £750,000 goal to onboard the next 1,000 forest projects, and we need your support to make a major splash on day one.

How You Can Help:

1. Pre-Register on the Republic platform to secure your equity in Open Forest Protocol and investment amount.
2. Share this Opportunity with Your Network

The best way to reach our goal is through the power of our community.

How Crowdfunding Works 101

What is crowdfunding?

Crowdfunding is an easy way to become a shareholder of Open Forest Protocol. As a shareholder, you’ll have a piece of the company and have the potential to benefit if we grow financially. When investing, your capital is also at risk.

What is equity crowdfunding?

A type of crowdfunding that enables multiple investors to buy shares in a company, using a crowdfunding platform like Republic.

What is a share?

An ownership interest in a company that entitles the shareholder to certain rights, for example, a share of profits or dividend payments from the company if it grows financially. Shares are also referred to as “stock”.

What is an ordinary share?

Shares that represent normal equity ownership in a company. Ordinary shares generally entitle the owner to vote at shareholder meetings, receive dividends, and receive distributions on the winding up of a company but do not carry preferential treatment. The nominee structure means that Republic will generally exercise these rights on your behalf; you can find out more here. Businesses like those funded on platforms rarely pay dividends. This means that if you invest in a business through the platform, even if it is successful, you are unlikely to see any return of capital or profit until you are able to sell your shares. Even for a successful business, this is unlikely to occur for a number of years from the time you make your investment.

What is Republic?

Republic is the crowdfunding platform which will enable you to invest in Open Forest Protocol.

Republic, formerly Seedrs, has funded +2,000 deals to date. The top companies they have funded include Revolut, Allplants, Cheeky Panda, Manilife, Oddbox, Mindful Chef, and TransferGo.

Who can invest?

To invest through Republic, you must be over 18 years old, legally entitled to invest, and a resident of the UK, Europe or another country supported by the platform.

How do I become a shareholder?

You can become a shareholder of OFP by opening an account with Republic and placing your investment through them. Your investment will be administered and held through your registered Republic account.

What is early access or pre-registration?

First, we will offer everyone the opportunity to register their interest in investing in OFP. Everyone who pre-registers will be given the first opportunity to invest. They will receive an exclusive email inviting them to invest when the early access funding round opens. This will be open for a short period of time before the funding round is opened up to everyone else to invest.

Republic will guide you through the whole process, from pre-registering your interest to making an investment and beyond. They have a helpful guide here about their authorisation process, how to browse campaigns, how to invest, how to make a payment and how to cancel an investment.

How do I sign up with Republic?

It's simple and free for anyone in the UK or EU to sign up. Once your investor profile is complete, you'll be able to access our campaign, ask us questions, request further information and invest. When creating your Republic account, please make sure you create it in your own name, as the person investing. They cannot accept joint investments or investments made on behalf of someone else.

In order to make investments, you need to successfully complete the Republic Investment Authorisation Questionnaire or self-certify as a “high net worth individual” or a “sophisticated investor” if you reside in the UK or Europe. If you reside in an accepted jurisdiction outside of the UK and Europe, you will need to self-certify as an accredited investor in your local jurisdiction. This is intended to show us that you have the judgement and understanding to appreciate the risks of investing in private companies.

How do I pay for my investment?

Once you’ve made an investment, you’ll need to pay for it. If you are able to pay with a debit/credit card, you can do so as part of the investment confirmation process. If you’re unable to pay by debit/credit card, you will need to make a deposit into your Republic account and then allocate the investment amount to the investee campaign. You must deposit and pay for the investment before the campaign closes, or your investment will be cancelled, and you will not receive shares in the business.

Find out more about becoming an investor here.

How much can I invest?

You can invest from as little as £20 up to the full amount that OFP is seeking – and note whether you’d like the investment to be public or anonymous. You will then be presented with an Investment Agreement, which is a standardised agreement between you and Republic with respect to your investment. If you’re happy with it, click to accept, and that’s it – you’ve made an investment!

What is overfunding?

Businesses must reach their targets on Republic within 30 days, and if they do not, all investors receive their money back. However, if a business hits its target before the 30-day period is over, it can accept additional investment – in exchange for additional equity – if it so chooses. This is called overfunding, and investors who invest during the overfunding period do so on the exact same terms as other investors. The one difference in overfunding is that businesses do not have to accept any or all of the funds they raise in their overfunding period. Republic will let you know if we have chosen not to accept your overfunding investment via email, and Republic will refund your payment to your Investment Account.

Can I cancel my investment or change my mind?

You can cancel an investment at any time before a campaign closes from within your Republic Investment Account. You have a minimum of 7 days to cancel your investment. By cancelling, funds already paid will be returned to your Republic account to be paid into other investments, if you like.

If you have funds in your Republic account that are not currently committed to an investment, you may withdraw them at any time from your Investment Account. This can take up to 48 hours and must be returned to the account from which they originated.

What happens when the campaign ends?

Once our campaign closes, and the Republic team has successfully completed legal due diligence and investment documentation, Republic will transfer the funds to the company in exchange for shares. Republic will then send you an electronic share certificate, confirming that you are officially an investor in the business, and will include a link to our post-investment portal where you can keep in touch with us and our progress.

When can I sell my shares?

The main way you can make money from your investment is by selling your shares for more than you paid for them. There are a couple of ways that this might occur: if the company grows to the point where it floats on a stock exchange, is bought by another company or conducts a share buyback, you are likely to be able to sell your shares – potentially at a profit – at that stage.

You may also be able to sell your shares on Republic Secondary Market, whereby investors can buy and sell shares from each other online. Bear in mind that the ability to buy and sell shares will depend on demand, meaning that you may not be able to sell them immediately.

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Risk warning

Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future. Republic does not make investment recommendations to you, and any investment decision should be made on the basis of the full campaign. No communications from Republic, through email or any other medium, should be construed as an investment recommendation.

Seedrs Limited, trading as Republic Europe, is authorised and regulated by the Financial Conduct Authority. Seedrs Limited is a limited company, registered in England and Wales (No. 06848016), with a registered office at Cubo Soho, Ilona Rose House, Manette Street, London W1D 4AL, United Kingdom