General FAQs

What is an SPV?

An SPV is a “special purpose vehicle” - a legal entity set up in order to pool funds from multiple investors in order to purchase an asset, such as shares in a startup. You can think of it as a fund set up to do a single deal. Legal documents set up as part of any investment govern the rights of the investors in the SPV.

What is a syndicate?

A syndicate is a group or community of investors that pool their capital in order to invest in an asset, such as a startup or fund. They use an SPV as the vehicle to pool their money.

What is carried interest / carry?

Carried interest or “carry” is the share of profits derived from an investment in an asset that is payable to someone as part of an agreement. Odin allows people to lead syndicates and charge other members carried interest for the work they do in terms of sourcing and assessing investment opportunities.

How much does it cost to invest via Odin?

We charge a per-deal fee of between $1,500 and $7,000, depending on the size of the deal.
  1. 1.
    Typically, either the dealmaker (fund manager) will cover the costs of structuring the deal themselves, or else pass these costs on to investors pro-rata, based on their capital contribution to the deal.
  2. 2.
    Investors also pay 5% carried interest to Odin on syndicates that they discover via the Odin platform, rather than paying this carry directly to the syndicate leads.
  3. 3.
    If you wish to trade sell your shares in an SPV to another investor, Odin charges a 1% platform fee for handling the transaction.

Can investors from any country invest in Odin SPV’s?

Yes, we can handle investments from investors globally, into companies anywhere.

Are your vehicles tax-transparent?

Yes. We use a United Kingdom Bare Trust to administer your investments. This means a non-operating subsidiary of Join Odin Limited holds your shares as trustee. You, as investor, sign a declaration of trust with this non-operating subsidiary, but remain the beneficial owner of the underlying assets. This means that this is not, strictly speaking, a fund vehicle.
It is completely tax transparent, and in a liquidity event you, as beneficial owner of the shares, pay tax wherever you are tax resident. You do not have any UK tax liability, and there are no withholding taxes, including on profits from investments in US companies. You can see full details on the legal structure we use here.

What information rights, voting and pro-rata rights do I have as an investor?

Unless otherwise specified in the deal terms, investors in Odin vehicles have the same information, voting and pre-emption rights as a direct investor in the investee company.
In practice, investors in a syndicate typically agree to proxy voting to one investor in the group (usually the lead investor), in order to simplify the relationship between the founder and the investors. If a founder is rolling up investors, voting will usually be controlled by the founder or the chairperson.
However, all investors will retain their own pre-emption rights and information rights as if they invested directly in the company.
The dealmaker may also choose to take full control of information rights, voting, and pre-emption. In order to do so, the dealmaker must be independently regulated for fund management by the FCA or an equivalent regulatory body.

Can I sell my shares via a secondary transaction?

Yes, if you have a buyer. Typically you’ll need to get board consent and offer pre-emption to existing shareholders, who have to waive their rights to buy. At this point, you can sell. We charge a 1% fee for processing the transaction.

What happens in an exit scenario (M&A)? What about IPO's? How do distributions work?

In an acquisition, distributions are paid to Odin, who passes the capital directly to the investors in the syndicate in accordance with any agreements the syndicate has in place.
In any liquidity event, standard tag along and drag along terms, as outlined in the shareholders agreement, will apply.
In a scenario such as an IPO, where an investor may choose to hold their shares rather than sell immediately, the investor must act in good faith with regards to honouring the terms of their carried interest agreement with the syndicate lead. This will typically mean liquidating sufficient shares to cover the payment of carried interest to the syndicate lead. The investor may, however, maintain the rest of their holding, and they would set up a brokerage account in their own name in the event of an IPO.

I haven't received a payment confirmation yet

If you are doing an international transfer, these can take up to 5 business days.
Local transfers can take up to one business day.
If you still haven't received a confirmation by then, please email us with a receipt of your transfer so we can investigate.

What documents do I need to complete KYC and AML checks?

We integrate with SumSub, a KYC specialist. To get through their process, you’ll need need to provide the following documents Once:
  • Passport or Driving License, followed by a face scan to verify identity
  • Proof of address (recent bank statement or utility bill)
  • If you make an investment via a company or other entity (fund or trust), we may also require:
    1. 1.
      Certificate of incorporation or equivalent (and certificate on change of name if applicable)
    2. 2.
      Memorandum and Articles of Association (or equivalent)
    3. 3.
      List of directors and proof of address of two officers.
    4. 4.
      List of beneficial owners (including directors)
      1. 1.
        We carry out KYC / KYB on all significant beneficial owners of the company (>25% shareholding)
    5. 5.
      Confirmation that the investment is made for the company’s own account and not on behalf of any other party OR as a nominee vehicle on behalf of others.
      1. 1.
        If made on behalf of another party, we require a list of beneficial owners and do the “individuals” KYC and AML process on the individuals.

What documents can I provide as proof of source of funds?

  • Personal income:
    • Copies of 3 most recent payslips from employer and bank statements showing 3 most recent payments into your account.
  • Business income/profits:
    • copies of recent financial statements, bank statements or tax returns document not older than 12 months reflecting income and profits.
  • Sale of property:
    • Copy of a contract of sale, a copy of a land registry, a title deed or a letter from a real estate agent, a conveyancer or a lawyer confirming the sale of a property.
    • If the property is in the name of a third party (e.g. a trust or a company), the third party must provide a resolution confirming that the amount in question was paid to the client and why the amount was paid to the client.
  • Passive income (rental, dividends, interest, investment returns):
    • A copy of a recent tax return not more than 12 months old.
    • Detailed documentation signed by all relevant parties outlining the source of funds (eg. share transfer agreement, dividend receipts, rental agreement, export from interest-paying acccount), plus a bank statement evidencing funds coming into the investor’s account.

Can I use profits from cryptoassets as proof of source of funds?

Yes, provided you can upload statements from your account provider that clearly show your name, address, etc., outline gains and show how you withdrew funds to your fiat account. We may have to email you for additional information.
We use a Nominee - a United Kingdom Bare Trust - to administer your investments.
  • This means a non-operating subsidiary of Join Odin Limited holds your shares in custody. You, as investor, sign some terms and conditions with Odin and a declaration of trust with this non-operating subsidiary. However, you remain the beneficial owner of the underlying assets. This means that this is not, strictly speaking, a fund vehicle.
  • It is completely tax transparent, and in a liquidity event you, as beneficial owner of the shares, pay tax wherever you are tax resident. You do not have any UK tax liability.
  • The specific terms of investments in a deal, including things like carried interest payable to the lead, are outlined in a side-agreement for each deal. It also specifies governance and other rights.

What happens to my investment if Odin becomes insolvent?

In the unlikely event that Odin becomes insolvent, we have an MOU with a 20 year old fund UK-based fund administration firm. They, or an alternative firm, would take over the administration of your assets, so that there would be no interruption in business. There may be additional fees in this scenario, but it is more likely that the company taking over would accept Odin’s carried interest positions in certain assets as sufficient payment.

When will I receive my share certificates?

The investing entity that Odin manages is the legal custodian of your securities, so you will not receive any share certificates. However, we provide investors with certificates of beneficial ownership, which outline their holdings in specific deals. These can be downloaded via the platform.

UK Investors - can I claim EIS tax Relief?

Yes, you can. We work with investee companies to support them in providing EIS3 certificates to investors in Odin vehicles.

US Investors - do I need to do K1 filings?

Yes. We handle the entity’s FATCA obligations in partnership with our US accountants and send out pre-filled K1 documentation.

What is Odin's tax compliance for US investors?

We can accept funds from US investors without issues. Odin entities are considered PFICs (Passive Foreign Investment Companies) under FATCA (the Foreign Account Tax Compliance Act). We provide additional documentation so that there are (according to our US advisors, Bennett Thrasher) no tax implications.
We don’t handle blue-sky filings, and the form the IRS requires is not form K1, but we have a process.
  1. 1.
    Once per year, we provide FATCA and PFIC documentation to US investors, so that they may make a Qualified Electing Fund (QEF) special election and report annual earnings under the QEF regime (versus being subject to the Excess Distribution Regime, which incurs additional taxation).
  2. 2.
    This means no additional tax liability on their investments held via Odin vehicles
  3. 3.
    US investors have additional reporting requirements regarding their investment in a PFIC - they need to file Form 8621 and Form 8938.
  4. 4.
    We provide the information needed for all of these filings, but don’t handle the filings for the user. They need to fill out the forms themselves with the data we provide.
  5. 5.
    We do not charge for any of this.
Please note that we cannot provide tax advice and encourage you to enquire independently about PFIC taxation.
Every investor in an Odin deal subscribes to the following items by checking boxes on the deal pages:
  1. 1.
    Platform user agreement - covering Join Odin Limited's relationship with you, and the declaration of trust between you and the investing vehicle.
  2. 2.
    Syndicate Terms and Deal Sheet: Specific deal terms outlining things like the investee company, type of asset being purchased, carried interest, voting and pre-emption. These are available on the deal page of the company you choose to invest in.
Post-close, you will receive access to this documentation as well as a certificate of ownership outlining your investment, any fees charged by Odin and your current holding in the investee company via the Odin SPV.

Are there any ongoing costs?

No, nothing. We make it cheap by using code instead of humans 👩🏽‍💻

Is Odin Regulated?

Yes. Join Odin Limited is an appointed representative of Aldgate Advisors Limited, which is authorised and regulated by the Financial Conduct Authority (No. 763187).