This Disclosure Statement has been prepared by Alta Sdn. Bhd. (formerly known as Fundnel Technologies Sdn. Bhd. (Company No.: 201701014864 (1229029-H)), a private company limited by shares incorporated under the Companies Act 2016 of Malaysia (“Alta MY”, “the Platform”, “we”, “our”, or “us”).
We are registered and regulated by the Securities Commission Malaysia (“SC”) as a recognized market operator of an equity crowdfunding platform in accordance with Section 34 of the Capital Markets and Services Act 2007 (“CMSA”) and the Guidelines on Recognized Markets (“SC Guidelines”).
This Disclosure Statement is made to any user of the Platform (“User”), any User who have indicated interest or committed (“Investor”) to invest in a private company (excluding exempt private companies) (“Issuer”) by way of subscription of shares in response to an offer made by the Issuer hosted on the website (“Offer(s)”) under the domain name alta.exchange (the “Website”). “You” may also be used interchangeably to refer to both Users and Investors collectively.
We reserve the right to amend and update this Disclosure Statement from time to time. Any such amended or updated Disclosure Statement will be uploaded on the Website, and you are responsible for keeping yourself updated of the latest version of this Disclosure Statement.
1. The Services We Offer
2. How to Apply for Access as an Investor
Firstly, a person (includes both legal and natural persons) signs up for an account and provides all the required information. Registering as a User allows you to access and view the fundraising campaigns hosted on the Website.
When creating an account, Users will need to state their investor category in accordance with Malaysia law requirements (i.e., a retail investor, angel investor, or sophisticated investor).
When a User is ready to invest in any particular Offer, we will conduct ‘know-your-customer’ (“KYC”) checks on the User. Users may not invest (transfer money) until KYC checks are completed to our satisfaction. KYC checks are required under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”), the SC Guidelines, and other related regulations. In conducting KYC checks, we need to collect information from Investors relating to their identities (and, in some cases, of related persons) and potentially the source of funds meant for the investment.
We reserve the right to decline to accept any User as an Investor if the User does not pass our KYC/AML checks, or for any other reason we consider necessary.
Before an Investor may utilise our services to invest in any Issuer, the Investor must also agree to the terms and conditions of the investor agreement with us (“Investor Agreement”). A copy of our Investor Agreement is available on the Website.
3. Eligibility Criteria for Investor
Individual investors must be at least 18 years old. We do not impose any minimum net worth, earnings, or other financial thresholds to be met. However, our services are designed for Investors who are financially aware and who are able and willing to accept and deal with the consequences of participating in risky investments, such as investing in companies seeking to raise capital via equity crowdfunding platforms.
You should also note the investment limits imposed by SC for each category of investors. These investment limits are reiterated in the Investor Agreement and upon an Investor deciding to invest in a campaign.
Our services and the Website are designed for persons who are residents in Malaysia. An Investor who wishes to receive Offers from outside Malaysia or who is not a Malaysian citizen is solely responsible for ensuring its own compliance with all relevant laws of any country outside Malaysia in relation to it accessing the Offer and subscribing (or attempting to subscribe) for any shares in any Issuer.
4. How to Apply for Access as an Issuer
Companies that wish to raise capital from Investors through the Platform will need to complete the Issuer registration process through the Website.
5. Checks and Assessments on Issuers
We undertake a screening process with each Issuer before hosting any Offers on the Website. The screening process is implemented to ensure fit and properness of the Issuer’s board of directors, officers, and controlling owners, and to verify the business proposition of the Issuer.
Please note that our screening process is not, and should not be construed as, an endorsement of any Issuer from us or our affiliates, or the SC.
We will carry out assessments on each Issuer and its directors, shareholders and senior management, including, without limitation:
Investors are advised and expected to conduct their own checks on Issuers and make their own assessment of the risks involved in any particular investment. Investors are required to read the Risk Warnings on the Website before deciding to participate in any Offer.
We will take reasonable steps in screening each Issuer in view of ascertaining the suitability of the shares to be offered to Investors via the Website. The following companies will not be allowed to offer shares through the services we offer:
We only perform preliminary assessments on the Issuers and, to the extent permitted by law, owe no legal responsibility to Investors about this. We are not obliged to monitor the Issuer after proceeds are disbursed to the Issuer or in respect of the actual use of the proceeds received by the Issuer. The decision to commit to any investment is based on the Investor’s independent assessment and made solely at the Investor’s own risk.
6. Fees and Charges
Investors do not need to pay any fees or charges to us in relation to any Offer or investment. However, we reserve the right to introduce fees or charges payable by Investors. Any introduction of fees or charges payable by Investors will only be effective upon the revised Disclosure Statement being uploaded on the Website and notification to all Investors.
Issuers must pay a fee to us. The fee is typically set at two (2.0) to seven (7.0) per cent (%) of the total amount raised through the Platform. A fee outside this range may nonetheless be revised upon mutual agreement with an Issuer. We may also revise our typical fee range from time to time, and will update this Disclosure Statement when we do so. The specific amount of fees we impose upon an Issuer will be specified in the agreement between the Issuer and the Platform (“Issuer Agreement”) and will be due and payable in the manner specified therein.
We may impose additional charges upon the Issuer for any additional services requested by the Issuer. The scope of any such charges will be agreed with the Issuer before incurring such costs or charges. The additional services requested by the Issuer shall form part of the main services we offer to the Issuer under the specific Issuer Agreement.
7. How Investors’ Moneys Are Held
All moneys transferred by Investors with the intention of investing in an Issuer will be credited initially into a trust account(s) that we establish and maintain with a licensed financial institution in Malaysia. These will be held in a trust account with a third party licensed trustee pending disbursement to the relevant Issuer in the case of a successful campaign or, if applicable, to refund to the Investor in the case of an unsuccessful campaign. Any interest earned on such moneys belong beneficially to the Platform. For the avoidance of doubt, no interest shall be payable to Investors on any such refunds.
8. Nature and Extent of Disclosure Arrangements
Where we are reasonably satisfied that an Issuer is ready to offer its shares to Investors through the Website, we will require the Issuer to submit a Term Sheet, Disclosure Document and Pitch Deck (collectively, “Investor Deck”) containing relevant information about the Issuer. This includes, without limitation, information on the Issuer’s ownership and management structure, assets and liabilities, profitability, business plan, and any other relevant information. The Investor Deck will be published on the Website and accessible by Investors.
Investors will be able to seek further information and ask questions of the Issuer through the forum on the Website. Issuers may also make themselves available for meetings with Investors, whether in person or by conference call or video conference. Alta MY is not obliged to arrange such meetings. It is intended that all Investors proposing to invest in an Issuer generally have access to the same information and the same disclosure levels.
Investors shall decide independently whether there has been sufficient or accurate disclosure prior to making any decision to invest.
Pursuant to paragraph 13.19 of the SC Guidelines, an Issuer may only raise, collectively, a maximum amount of RM20 million through ECF platforms in its lifetime, excluding the Issuer’s own capital contribution or any funding obtained through a private placement. This paragraph does not apply to a microfund hosted on an ECF platform.
9. The Platform’s Investment in Issuers
Pursuant to paragraph 13.11 of the SC Guidelines, the Platform or any of its individual directors or shareholders must disclose to the public on the Platform if:
Notwithstanding the above, pursuant to paragraph 13.12 of the SC Guidelines, the Platform or any of its individual directors or shareholders may acquire shares of any Issuer hosted on the Platform provided that each such person’s shareholding does not exceed 30% of the shareholding in the Issuer.
You may address any complaint to us by reaching out to our Client Success team at email@example.com.
We will attempt to achieve an amicable solution for your complaint. Unresolved complaints will be referred to our oversight body comprising our Board of Directors, Chief Executive Officer, and such other person or persons deemed appropriate by Alta MY to be part of the oversight body. The oversight body shall then provide an official response to you within a reasonable timeframe.
If you remain unsatisfied with our response to the complaint, you may refer the complaint to the SC by contacting the Consumer & Investor Office, details of which are as follows:
Consumer & Investor Office
Securities Commission Malaysia
No 3 Persiaran Bukit Kiara
50490 Kuala Lumpur
Tel: 603 6204 8999
Fax: 603 6204 8991
11. Further Information
All information which we are required to make available to you are provided on the Website. Additionally, Investors can view their own investment history by logging onto their account on the Website and accessing their transaction history.
Nevertheless, you may at any time request additional information from us. We may provide the requested information subject always to any obligations of privacy or confidentiality that we may owe to third parties. The requested information will ordinarily be sent by email. If it needs to be sent by courier or post at your request, additional charges may apply at your expense.