A Secu­ri­ty Token Offer­ing, or STO, is sim­i­lar to an Ini­tial Pub­lic Offer­ing (IPO) on the stock exchange a fundrais­ing mech­a­nism in which new projects sell their cryp­to tokens in exchange for fiat cur­ren­cy, or for cryp­tocur­ren­cy such as Bit­coin and oth­er cryp­to cur­ren­cies. With STOs, tokens are sold instead of tra­di­tion­al paper- or elec­tron­ic shares. Just like shares, secu­ri­ty tokens are sub­ject to super­vi­sion by the respec­tive finan­cial author­i­ties (e.g. BaFin or FMA).

Secu­ri­ty Tokens embody claims for a pay-out (“future cash­flow”) towards the issuer and may rep­re­sent own­er­ship of assets, debt, rights and claims amongst oth­er things through smart con­tracts on a Blockchain, which may be designed in accor­dance with cor­po­rate law or under con­tract law. Fur­ther­more rights under com­pa­ny law, such as vot­ing rights at a gen­er­al meet­ing may also be asso­ci­at­ed with Secu­ri­ty Tokens. Such tokens there­fore usu­al­ly embody claims to the pay­ment of cap­i­tal, whether in the form of par­tic­i­pa­tion in the prof­its of the com­pa­ny or in the form of inter­est pay­ments and repay­ment. In this instance it is not com­pul­so­ry for such claims to exist in a legal ten­der currency.

The design of such secu­ri­ty tokens is there­fore sim­i­lar to that of “clas­si­cal secu­ri­ties” in par­tic­u­lar bonds or shares. Euro­pean reg­u­la­tors often clas­si­fy secu­ri­ty tokens as trans­fer­able secu­ri­ties with­in the mean­ing of the rel­e­vant Cap­i­tal Mar­kets Act. A legal assess­ment of the clas­si­fi­ca­tion of the Secu­ri­ty Token is there­fore to be made depend­ing on the juris­dic­tion and the reg­is­tered office of the issuer.

Not exact­ly. While Secu­ri­ty Tokens use the same under­ly­ing tech­nol­o­gy as cryp­tocur­ren­cies like Bit­coin and Ether, they are not spend­able cur­ren­cies. Like a stock, Secu­ri­ty Tokens embody claims for a pay-out (“future cash­flow”) towards the issuer, which may be designed in accor­dance with cor­po­rate law or under con­tract law.

A blockchain is a pub­licly acces­si­ble and decen­tral­ized data­base that is dis­trib­uted over the Inter­net. It main­tains trans­ac­tion records pub­licly in cryp­to­graph­ic form. Trans­ac­tions can be com­put­ed, ver­i­fied, and record­ed using auto­mat­ed meth­ods across a peer-to-peer net­work of com­put­ers, elim­i­nat­ing the need for an inter­me­di­ary or third par­ty to man­age information.

A smart con­tract is “a com­put­er­ized trans­ac­tion pro­to­col that exe­cutes the terms of a con­tract”. A blockchain-based smart con­tract is vis­i­ble to all users of the said blockchain. These con­tracts come into effect at cer­tain events and do not require human mon­i­tor­ing (if… then… func­tion). Exam­ples of pos­si­ble Smart Con­tract appli­ca­tions are e.g. leas­ing con­tracts, land reg­is­ter, auc­tions and the recharg­ing of e‑cars. The Ethereum Blockchain has an oper­at­ing sys­tem called EVM (Ethereum Vir­tu­al Machine). Ethereum Smart Con­tracts are pro­grammed in the Solid­i­ty script­ing lan­guage. One of the more well known appli­ca­tions of this tech­nol­o­gy is the ERC20 Token.

Indi­vid­u­als, com­pa­nies, and insti­tu­tions can reg­is­ter to become investors in the Por­tal. In accor­dance with reg­u­la­to­ry require­ments (AML), and to ensure the high­est safe­ty of all par­tic­i­pants, every investor must under­go the ver­i­fi­ca­tion process pur­suant to Know Your Cus­tomer Rules (KYC) before being allowed to par­tic­i­pate in STOs.

Please note that, due to reg­u­la­to­ry restric­tions, we can­not accept Polit­i­cal­ly Exposed Per­sons (PEPs) nor indi­vid­ual or cor­po­rate investors from the fol­low­ing countries:

See also EU-Sanc­tions: //eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions

A polit­i­cal­ly exposed per­son (PEP) is an indi­vid­ual who is or who has been entrust­ed with promi­nent pub­lic func­tions which includes the following:

1. Heads of State, heads of gov­ern­ment, min­is­ters and deputy or assis­tant ministers;

2. Mem­bers of par­lia­ment or of sim­i­lar leg­isla­tive bodies;

3. Mem­bers of the gov­ern­ing bod­ies of polit­i­cal parties.

Please find more infor­ma­tion about the def­i­n­i­tion of PEPs under //eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32006L0070 

No, you don’t have to be an accred­it­ed / qual­i­fied investor. Retail investors can also par­tic­i­pate in the Secu­ri­ty Token Offer­ings (STO) offered through our Portal.

Any infor­ma­tion pro­vid­ed by you for com­plet­ing the iden­ti­ty ver­i­fi­ca­tion process is at all times kept con­fi­den­tial and is only used for com­pli­ance pur­pos­es. We store our data in full com­pli­ance with the EU data pro­tec­tion reg­u­la­tion. You can read more in our pri­va­cy policy.

Reg­is­tra­tion and use of the Por­tal are free of charge for investors. BMCP receives a pre-agreed fee from the issuer of up to 5% of the issue volume.

After reg­is­tra­tion you will receive a con­fir­ma­tion email with a ver­i­fi­ca­tion link. After suc­cess­ful ver­i­fi­ca­tion of the email address, you can log into the Portal.

We do not have access to Secu­ri­ty Tokens bought through our Por­tal by investors. As an investor, you are respon­si­ble for the safe­ty of your assets stored on your wal­let and you are free to do with them what you choose. The record of the assets is kept on pub­lic ledger.

We take pri­va­cy very seri­ous­ly. We treat the sub­mit­ted doc­u­ments with the strictest confidentiality.

Our Invest­ment Por­tal is based on state-of-the-art tech­nol­o­gy. All safe­ty devices are reg­u­lar­ly checked and maintained.

We store our data in full com­pli­ance with the EU data pro­tec­tion reg­u­la­tion. You can read more in our pri­va­cy pol­i­cy.

The fund­ing thresh­old is the amount that must be reached with­in the fund­ing peri­od for the STO to be estab­lished. If the fund­ing thresh­old is not reached, all investors receive their invest­ed cap­i­tal back with­out any deduc­tion. The fund­ing lim­it is the max­i­mum amount that can be reached per STO.

A dig­i­tal wal­let is an elec­tron­ic device that allows an indi­vid­ual to make elec­tron­ic trans­ac­tions and to store dig­i­tal secu­ri­ty and cryp­tocur­ren­cy tokens.

An individual’s bank account can also be linked to the dig­i­tal wallet.

In order to par­tic­i­pate in a STO you need a ERC20 com­pat­i­ble wal­let (e.g. imTo­ken; MyEther­Wal­let; Nano Ledger S; Tre­zor etc.).

If you are logged into the Por­tal, you will see all invest­ments made so far in your dash­board under “Trans­ac­tion History”.

Con­tact the sup­port: support@blackmanta.capital

You do not com­mit to any­thing just by registering.

No, there is no cap­i­tal and inter­est guarantee.

As an investor you will receive tokens. These tokens are trans­ferred to your wallet

• after the invest­ment amount has been transferred

• or after exceed­ing the fund­ing threshold

This depends on the respec­tive smart con­tract. This infor­ma­tion can be found in the project description.

Token secu­ri­tize equi­ty and/or prof­it rights in the respec­tive projects. In any case, please pay atten­tion to all infor­ma­tion as well as the risk notes of the respec­tive projects.

The hold­ing peri­od of the invest­ment is reg­u­lat­ed in the cap­i­tal mar­ket prospec­tus or in the Smart Con­tract. Dur­ing this peri­od (“Freez­ing Peri­od”), the tokens can­not be sold or trans­ferred. Once this peri­od has expired, the tokens can be sold or trans­ferred at any time. How­ev­er, there are also project tokens for which no Freez­ing Peri­od has been defined — these can already be sold as soon as the fund­ing thresh­old has been reached.

In prin­ci­ple, you are free to dis­pose of your tokens. In the case of a freez­ing peri­od, how­ev­er, the trans­fer­abil­i­ty and trans­fer of the tokens is blocked for the cor­re­spond­ing period.

The prof­it pay­ments are made as dis­cussed in detail in the respec­tive project descrip­tion. The pre­req­ui­site for the pay­ment of prof­its is at least that the fund­ing thresh­old has been reached.

The prof­it pay­ments are made as dis­cussed in detail in the respec­tive project descrip­tion to the deposit­ed FIAT account or cryp­to wallet.

No, oth­er users can­not see your investments.

You will be able to invest in the Por­tal with either the fol­low­ing currencies:

• Cryp­to: ETH, BTC

• Fiat cur­ren­cies: euro, dollar

There is no manda­to­ry min­i­mum invest­ment. Each project will spec­i­fy the min­i­mum invest­ment amount individually.

Whether or not investors are able to trade or trans­fer their Secu­ri­ty Tokens depends on the sole dis­cre­tion of the com­pa­ny that issues the tokens. Investors will be informed pri­or to invest­ing in a spe­cif­ic STO if the secu­ri­ty tokens are trans­fer­able imme­di­ate­ly after the STO and if a list­ing on a sec­ondary mar­ket is envis­aged by the issuer.

The design of secu­ri­ty tokens is very sim­i­lar to that of “clas­si­cal secu­ri­ties” in par­tic­u­lar bonds or shares. Secu­ri­ty tokens are there­fore fre­quent­ly con­sid­ered as trans­fer­able secu­ri­ties as defined in most Euro­pean Cap­i­tal Mar­ket Acts.

This would mean that secu­ri­ty tokens must also be treat­ed as secu­ri­ties under tax law. Since secu­ri­ties are sub­ject to cap­i­tal gains tax so are gen­er­al­ly Secu­ri­ty Tokens. Since there is no uni­fied Euro­pean Cap­i­tal Mar­ket Act please con­sult a tax advi­sor to get detailed infor­ma­tion on the legal posi­tion of your coun­try. BMCP does not pro­vide any tax and/or legal advice.

Before invest­ing, every investor is advised to con­sult his trust­ed tax advi­sor of his choice for detailed dis­cus­sion and clar­i­fi­ca­tion of tax issues, in par­tic­u­lar with regard to his per­son­al tax situation.

With your par­tic­i­pa­tion via the Por­tal you have the chance to receive attrac­tive par­tic­i­pa­tions and/or prof­its for your invest­ed cap­i­tal. How­ev­er, this also entails the risk of a total loss of your invest­ment, as projects can also fail. We rec­om­mend that you only invest the amount you can afford to lose. Fur­ther­more, we rec­om­mend that you spread your invest­ment over var­i­ous projects.

Low­er bar­ri­er of entry

• Low­er fees

• Few­er mid­dle men (Bro­ker, invest­ment banks etc.)

• Much greater flex­i­bil­i­ty in terms of how you actu­al­ly run your busi­ness – com­pa­ra­ble only to a pri­vate­ly-held company.

Com­pli­ance is programmable

• Trans­fer restric­tions, geo­graph­i­cal bound­aries, freeze peri­od and oth­er legal require­ments can be pro­grammed using smart contracts.

Increas­ing Liquidity

• By low­er­ing min­i­mum invest­ment amounts„ more liq­uid­i­ty will come into the mar­ket as more investors will be able to participate.

Not tied to any country

• Token stan­dards are uni­form across the world, which means tokens can be eas­i­ly bought and trad­ed by investors from every­where. You can access a wider pool of investors.

Frac­tion­al Ownership

• Secu­ri­ty tokens make it pos­si­ble to divide under­ly­ing assets into small­er units.

Trans­paren­cy

• Blockchain pro­vides a uni­form method of ver­i­fy­ing and track­ing data.

• Report­ing and audit­ing is much easier.

Com­pa­nies, which also want to car­ry out an STO, can con­tact us direct­ly per email.

That can not be answered in gen­er­al. The time for the first offer­ing can take from one up to six months or even more.

If cryp­tocur­ren­cies (such as Bit­coin or sim­i­lar) are accept­ed as means of pay­ment by the issuer (option­al), these coins are trans­ferred to a wal­let held by the issuer in case of an invest­ment. BMCP does not pro­vide a solu­tion for con­ver­sion to FIAT, nor does BMCP at any time hold FIAT or cryp­tocur­ren­cies in the name and for the account of the issuer.

BMCP does not cre­ate wal­lets in the por­tal for issuers or investors. Upon reg­is­tra­tion, the issuer or investor is instruct­ed to pro­vide an Ethereum Wal­let address to which the token or invest­ment amount can be transferred.

As an investor you have to gen­er­ate your own wal­let on the Ethereum Blockchain. You are respon­si­ble for your pri­vate key as well as for your pub­lic key.

If FIAT has been select­ed as the means of pay­ment, a bank account held by the issuer must be deposit­ed (“Project Account”). All token pur­chas­es in FIAT must be processed via this Project Account. BMCP has no access to this Project Account at any time.

The Por­tal receives a read right for the bank account, so that the fol­low­ing process can be processed (semi-)automatically:

1. After select­ing the num­ber of tokens to be pur­chased and the invest­ment amount, the investor receives a unique ref­er­ence num­ber for the trans­ac­tion to be car­ried out.

2. IBAN account num­ber of the respec­tive Project Account is dis­played to investors after select­ing the means of payment.

3. This ref­er­ence num­ber is auto­mat­i­cal­ly gen­er­at­ed by the sys­tem and is specif­i­cal­ly assigned to the respec­tive token.

4. Investor makes trans­fer from his respec­tive account with select­ed invest­ment amount and ref­er­ence num­ber as pay­ment reference.

5. Incom­ing pay­ment to the account of the issuer. Through the inter­face between account and Por­tal and the asso­ci­at­ed read­ing rights, ref­er­ence num­ber, invest­ment amount and token num­ber can be assigned to the respec­tive investor.

6. The respec­tive num­ber of tokens is deployed and trans­ferred to the cor­re­spond­ing wal­let of the investor.

No, invest­ments can only be made by bank trans­fer from your FIAT account or your cryp­to account.

Know Your Cus­tomer (KYC), is an iden­ti­ty ver­i­fi­ca­tion process in which we ver­i­fy our clien­t’s legal iden­ti­ty. Black Man­ta is required by Ger­man and Euro­pean reg­u­la­tion to ver­i­fy the iden­ti­ty of every investor and com­pa­ny in the Por­tal. Whether you are an indi­vid­ual or rep­re­sent­ing a busi­ness enti­ty you will need to pass our ver­i­fi­ca­tion process in order to pur­sue invest­ments or fundrais­ing in the Portal.

As required by reg­u­la­tion, we keep a record of cus­tomer data and main­tain checks to pre­vent any fraud­u­lent activities.

We are required by law to ver­i­fy your iden­ti­ty. This only works if every per­son, whether nat­ur­al or legal, goes through our KYC process. This approval process may take sev­er­al hours, par­tic­u­lar­ly on week­ends or pub­lic holidays.

The iden­ti­fi­ca­tion of each per­son (nat­ur­al or legal) is car­ried out by our Know Your Cus­tomer (KYC) ser­vice provider on the basis of your doc­u­ments. We are required by law to con­duct this process in order to com­ply with anti mon­ey laun­der­ing and counter ter­ror­ism financ­ing regulations.

No, you can view all projects first and only after you decide to invest the KYC process has to be suc­cess­ful­ly passed.

You can only invest in projects once your iden­ti­ty has been ver­i­fied based on your doc­u­ments by our Know Your Cus­tomer (KYC) ser­vice provider.

As a poten­tial investor, you must com­plete an investor pro­file in order to clas­si­fy you either as a pro­fes­sion­al investor or as a retail investor.

If you are a retail investor, you will also have to pass a suit­abil­i­ty test so that we can judge if and which prod­ucts are suit­able for you.

This is nec­es­sary so that you can invest in var­i­ous finan­cial prod­ucts through the portal.

If the result of the suit­abil­i­ty test shows that you are not suit­able for invest­ing in a finan­cial prod­uct, you gen­er­al­ly can not invest in the finan­cial prod­ucts we offer.

How­ev­er, you may specif­i­cal­ly insist on an invest­ment oppor­tu­ni­ty if you con­firm that you have under­stood and acknowl­edged the risk asso­ci­at­ed with these finan­cial products.

Not yet — cur­rent­ly you can only do the Know Your Cus­tomer (KYC) process with a lap­top or PC. This requires micro­phone and webcam.

Once you have cre­at­ed your account and wish to invest you will be asked to ver­i­fy your iden­ti­ty. At the first step, you will be asked to fill in your per­son­al infor­ma­tion such as:

• First and Last Name

• Date of birth

• gen­der

• phone number

• cit­i­zen­ship

• res­i­den­tial address

• Proof of iden­ti­ty (offi­cial pho­to ID)

• Self­ie with such proof of identity

• Ethereum Wal­let address

It is very impor­tant that you pro­vide real details as this might have legal con­se­quences otherwise.

Once you have cre­at­ed your account and wish to invest you will be asked to get your iden­ti­ty ver­i­fied. At the first step, you will be asked to fill in your per­son­al infor­ma­tion such as: 

• Com­pa­ny Name

• Com­pa­ny

• Reg­is­tra­tion number

• Rep­re­sen­ta­tive (s) Man­ag­ing Director

• Clas­si­fi­ca­tion (Gov­ern­men­tal, Finan­cial, Non-Finan­cial, Pub­lic, Non-Pub­lic, Other)

• Indus­try (option­al)

• Legal iden­ti­ty iden­ti­fi­er (option­al — only applies to funds)

• Office Email

• State of res­i­dence of the company

• Post­code

• city

• Street

• State & Province (option­al)

In addi­tion, the same data as for nat­ur­al per­sons is queried, extend­ed by:

• Con­fir­ma­tion to be allowed to car­ry out the KYC process on behalf of the company;

• E‑mail of the autho­rized rep­re­sen­ta­tive and his exact posi­tion in the company;

• Option­al: Proof of autho­riza­tion (for exam­ple, in the case of proxies).

BMCP GmbH is a finan­cial ser­vice insti­tute accord­ing to § 1 (1a) sen­tence 2 no. 1 KWG (Kred­itwe­sen­ge­setz) and § 2 (1) WpIG (Wert­pa­pierin­sti­tutsge­setz), reg­u­lat­ed by the Ger­man Finan­cial Mar­ket Author­i­ty (BaFin). This in order to pro­vide reg­u­lat­ed invest­ment bro­ker­age and con­tract bro­ker­age ser­vices (i.e. Wert­pa­pierver­mit­tlung & Abschlussver­mit­tlung) using Blockchain tech­nol­o­gy in accor­dance with the MiFID II regime.

The super­vi­sion of sin­gle Secu­ri­ty Token Offer­ings depends on the juris­dic­tion and place of busi­ness of the rel­e­vant issuer, as well as the struc­ture of the respec­tive Secu­ri­ty Token Offering.

As a rule, there is no ordi­nary right of with­draw­al for tok­enized secu­ri­ties. How­ev­er, this varies depend­ing on the token offer­ing and is the respon­si­bil­i­ty of the issuer.

The com­pa­ny con­duct­ing the STO is exclu­sive­ly liable for the issuance of the tokens.

No, there is no invest­ment advice.

A cap­i­tal mar­ket prospec­tus is a doc­u­ment that must con­tain all infor­ma­tion that enables the investor to form a fun­da­men­tal pic­ture of both the issuer and its pub­licly offered secu­ri­ties or invest­ments. A pub­licly offered prod­uct is one in which suf­fi­cient infor­ma­tion about the terms of the offer is known to enable an investor to decide whether to buy or sub­scribe to these secu­ri­ties or investments.

Depend­ing on the juris­dic­tion of the issuer and the type and size of the offer of secu­ri­ties and invest­ments, dif­fer­ent pro­vi­sions apply as to the extent to which the oblig­a­tion to pub­lish a prospec­tus must be fulfilled.

You can find more and detailed infor­ma­tion here.

A White paper is a con­cise report that informs read­ers about a com­plex issue, often used to con­vey an orga­ni­za­tion’s phi­los­o­phy and per­suade poten­tial cus­tomers. Since under a reg­u­lat­ed frame­work the issuer must pro­vide the poten­tial investor with an Invest­ment Mem­o­ran­dum or Prospec­tus a White Paper is not needed.

An Invest­ment Mem­o­ran­dum informs investors about the terms and con­di­tions of an invest­ment offer. It includes com­pre­hen­sive infor­ma­tion about the com­pa­ny, prod­uct, and the offer itself. The doc­u­ment also informs all investors about the invest­ment, includ­ing risks. An Invest­ment Mem­o­ran­dum, unlike a Prospec­tus, does not need to be sub­mit­ted to BaFin (Ger­many) or FMA (Aus­tria).

With your par­tic­i­pa­tion via the Por­tal you have the chance to receive attrac­tive par­tic­i­pa­tions and/or prof­its for your invest­ed cap­i­tal. How­ev­er, this also entails the risk of a total loss of your invest­ment, as projects can also fail. We rec­om­mend that you only invest the amount you can afford to lose. Fur­ther­more, we rec­om­mend that you spread your invest­ment over var­i­ous projects.

An invest­ment always con­tains oppor­tu­ni­ties and risks, there­fore no promis­es or reli­able fore­casts of future returns can be made. In par­tic­u­lar, past returns are not indica­tive of future returns.

Mar­ket risk is the risk of an invest­ment los­ing its val­ue due to var­i­ous eco­nom­ic events that can affect the entire mar­ket (such as equi­ty risk, Inter­est rate risk, cur­ren­cy risk, ..). There­fore, your invest­ment may be affect­ed both pos­i­tive­ly and neg­a­tive­ly by mar­ket fluctuations.

This is the risk of insol­ven­cy on the part of the issuer. Insol­ven­cy of the issuer reg­u­lar­ly leads to a total loss. There is no deposit insur­ance or oth­er com­pen­sa­tion scheme as is cus­tom­ary for bank deposits.

If the investor uses debt financ­ing to acquire the invest­ment, he is gen­er­al­ly exposed to an increased risk. The bor­rowed funds must be repaid, regard­less of the suc­cess of the invest­ment. This can have par­tic­u­lar­ly dis­ad­van­ta­geous con­se­quences for such investors, up to and includ­ing per­son­al insol­ven­cy. The costs of debt financ­ing also reduce the return and thus the chances of prof­it con­sid­er­ably. Pri­vate indi­vid­u­als in par­tic­u­lar are strong­ly advised against debt-financed investments.

This is under­stood to mean the risk that the issuer may be sub­ject to crim­i­nal acts by employ­ees. These can nev­er be ruled out. Malver­sa­tions can dam­age the Issuer direct­ly or indi­rect­ly and can also lead to the Issuer’s insolvency.

BMCP is com­mit­ted to pro­vide both the issuer and the investor with a smooth process. So don‘t hes­i­tate to con­tact us if you have any ques­tions or sug­ges­tions regard­ing our services.

If you have any com­plaints please con­tact us through our com­plaint / whistle­blow­ing form or if you have any oth­er ques­tions feel free to con­tact us via email: contact@blackmanta.capital

As a first step, please send us a sum­ma­ry of your request, which will be processed by one of our employ­ees. Depend­ing on the request, you may need to send us addi­tion­al doc­u­ments. At the end of the process you will receive a report with poten­tial fur­ther steps.

Just as diverse as our ser­vices and our cus­tomers are, so are their needs. There­fore, we can not spec­i­fy an exact dura­tion, but we will do our best to help you as soon as pos­si­ble. If the pro­cess­ing should take longer than expect­ed, you will be informed about it.

Ide­al­ly, we were able to ful­ly assist you with your request.

If you still want to take fur­ther steps you are enti­tled to refer the com­plaint to an alter­na­tive dis­pute res­o­lu­tion enti­ty, as defined in Arti­cle 4(h) of Direc­tive 2013/11/EU of the Euro­pean Par­lia­ment and the Coun­cil (21) on con­sumer ADR or you are free to take civ­il action.