[Issuer] Fasanara Capital: Karmen Mezz Unitranche Token

This communication is directed only at professional investors and certified sophisticated investors as defined under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. The investments mentioned herein are available only to such persons, and other persons should not act or rely on the information contained within this post.

Professional Investors include:

** Authorised persons;*
** Entities which are exempt from the regulation by the Financial Conduct Authority;*
** Governments and local authorities, certain other institutional investors;*

Sophisticated Investors refer to individuals who have been assessed by an authorised person and have adequate knowledge to understand the risks associated with the investment opportunities described herein.

This communication must not be read, copied, or relied upon by any person other than the intended recipient(s). This post is not an offer or solicitation to buy or sell any financial instruments and is provided for information purposes only. The investments discussed may involve significant risk and may not be suitable for all investors. The value of investments can decrease as well as increase, and past performance is not indicative of future results.

By proceeding to read the contents of this post, you acknowledge that you are a professional or sophisticated investor as described above and that you are legally entitled to view the investment opportunities presented. If you are in any doubt about the content of this communication or the action to take, you should consult a professional adviser.

The following overview of the Tokens does not contain all the information that you should consider before investing. You should review more detailed information contained or incorporated by reference in the Memorandum as found after onboarding on the Untangled Platform (Untangled), particularly the information set out under ‘Risk Factors’.

The Issuer - Infinite Tokens S.A., acting in respect and on behalf of the compartment Karmen Mezz-2024

The Issuer was incorporated, under the laws of the Grand Duchy of Luxembourg, for an indefinite term on 11 October 2023 under the name of Infinite Tokens S.A., which is both a public limited liability company (société anonyme) under the Companies Law and a securitisation company (société de titrisation) governed by the Securitisation Law and acting in respect and on behalf of the compartment Karmen Mezz-2024.

The Issuer is structured to be an insolvency-remote vehicle, meaning that in the case of insolvency proceedings against the Issuer, a creditor whose rights arise in connection with the ‘creation, operation or liquidation’ of a compartment, would have recourse to the assets allocated to that compartment but they would not have recourse to the assets of any other compartment. Compartment Karmen Mezz-2024 is a specific compartment within the Issuer set up to manage the Tokens relating specifically to Karmen (the Originator).

The investment objective is to provide holders of Tokens (‘Tokenholders’) with a sustainable and attractive level of dividend income, primarily by way of investment in the Underlying Assets.

Understanding the Tokens:

The tokens are USDC fixed rate tokens, representing asset-backed mezzanine variable funding notes (the Underlying Assets) constituting direct, and unconditional obligations of the Mezzanine Notes Issuer. Such tokens are not available to the public and are exclusively offered to (i) accredited investors under Rule 506(c) of Regulation D of the Securities Act or (ii) non-U.S. Persons in accordance with Regulation S or (iii) if investors are resident in a member state of the EEA or the UK, a certified sophisticated investor within the meaning of Article 50 of the FPO.

Token Specifics:

These tokens are not and will not be registered under any securities laws, meaning they cannot be resold without proper registration or applicable exemptions. The tokens rank equally among themselves without preference and are unsecured obligations of the Issuer. They are redeemable based on the principal received from the Underlying Assets and can also be redeemed early by either the Issuer or the tokenholder under specific conditions.

Credit Enhancement:

A credit enhancement is provided by the Arranger for tokenholders. With regards to interest and principal payments, if there are insufficient amounts credited to the Issuer’s account to pay tokenholders what they are owed, and if the Arranger has the funds, they will cover the shortfall. The Credit Enhancement extends to redemption support in the following instance: if a tokenholder wants to redeem (cash out) their tokens and there are insufficient funds in the account, the Arranger will buy tokens themselves (up to $200,000 initially) to provide the needed funds, ensuring the tokenholder gets paid. Provided that at all times: (a) the Arranger has sufficient available funds for such purpose, it shall pay any such shortfall amount, and (b) only agrees to provide such liquidity three months after the closing of the issue of Tokens.

Transfer of Tokens

Restrictions: Tokenholders agree that they will not try to sell or trade their tokens on any market. This means the tokens are not freely transferable like typical stocks or bonds, which is important to keep in mind for those considering investing.

Redemptions

  • Regular Redemption: On each redemption date, the Issuer will pay back the principal amount (the original investment amount) of the tokens, depending on how much has been received from the underlying assets since the last payment. If it’s the final payment date, all remaining principal must be paid.

  • Early Voluntary Redemption: Either the Issuer or the tokenholder can decide to cash out tokens early. The Issuer needs to give four weeks’ notice, while a tokenholder can request redemption anytime through the platform. A new investor must be found to buy out the old tokens, and a fee may apply.

  • Mandatory Early Redemption by Arranger: If the Arranger asks for it, the Issuer will redeem tokens early, following a specific notice period. This will not happen within three months of the tokens being issued.

Please refer to the section titled ‘Risk Factors’ in the Investment Memorandum for an overview of potential risks involved in an investment in the Tokens.

Contact Details:
Matthew James Low: Head of Tokenisation, Fasanara Capital
Matthew.low@fasanara.com

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ADDITIONAL INFORMATION ON KARMEN (“ARRANGER”)

The Karmen Group is structured through two entities: Karmen SAS, the Arranger, which also owns 100% of the share capital of Karmen Fund, the Originator.

The Originator is a French umbrella specialized finance company (société de financement spécialisé à
compartiments) set up in the form of a simplified joint stock company (société par actions simplifiée)
incorporated in France and governed by the provisions of articles L. 214-166-1 et seq. and L. 214-190-1 et seq.of the French Monetary and Financial Code.

The Originator is an alternative investment fund (AIF) within the meaning of article L. 214-24 of the French Monetary and Financial Code and is not subject to the approval of the French Autorité des Marchés Financiers

The Originator is the lender of record and the entity entitled to receive all interest and fees from the
receivables. The Arranger will, in the name and on behalf of the Originator, source, screen/underwrite and arrange for the execution of Loans between the Originator and debtors or transferors to facilitate the origination or the purchase of Loans.

The Arranger will act in its capacity as credit transaction and payment service intermediary (intermédiaire en opérations de banque et services de paiement (IOBSP)) pursuant to articles L. 519-1 and R. 519-1 of the French Monetary and Financial Code and servicer the Receivables on behalf of the Originator.

The Arranger is a French working capital financing solution provider for digital small and medium-sized
businesses (‘SMB’)SMBs. The Arranger is the operational cost center for all staff, IT, marketing, admin and other operational expenses of the Karmen Group.

The Arranger sources the Loans and the Originator underwrites such Loans primarily to digital small and
medium-sized businesses (‘SMB’), typically between EUR 300,000 and 60,000,000 in annual revenues. The primary target segment for the Arranger are Software-as-a-Service (‘SaaS’), e-commerce, and B2B
services companies in the B2B verticals and other businesses with online or reoccurring revenues.
Geographically, the Arranger focuses primarily on France and will be expanding originations to Belgium,
Spain, and Italy.

Such Loans each have a term between 1 month to 24 months, and amortize on a fixed
repayment plan monthly. On average, Loans have a duration of 6 months for a EUR 180,000 principal.
Individual Loans must not exceed EUR 1,500,000, as per the concentration limit covenants pursuant to the Debt Facility and constitute a legal, valid and enforceable obligations of the relevant debtor/borrower.

The Arranger leverages embedded financing channels (such as Qonto – a leading B2B neo-bank - and leading European e-commerce marketplaces) to deploy their Loans to SMBs cost effectively and to reach scale, while leveraging open banking and AI technology to process credit risk quickly and accurately. The Arranger has been working with Fasanara Capital Ltd, as its primary debt provider since 2022 and deployed more than EUR 50,000,00 in working capital financing over the last two years.

The Arranger was founded in January 2022, and has since achieved an average growth of the loan book of around 10% per month. The Arranger has raised a cumulative EUR 4,200,000 in equity funding by leading European VCs, Samaipata and Takara Capital. The Arranger has also benefited from support from leading French banks such as the Banque Publique d’Investissement (BPI), Caisse d’Epargne, Banque Populaire Rives de Paris whom have been supporing the Arranger since 2022. As of 31 March 2024 the Arranger currently holds a consolidated net cash position of EUR 3,500,000 (unaudited figures).

The Arranger has successfully scaled by keeping strict risk management criteria when underwriting new
clients. It leverages disruptive Open Banking technology to extract data on Loan applicants, such as complete banking transaction history, along with accounting, sales, and marketing data. This data is sourced from APIs which the borrowers must connect to the Arranger’s API. This is a mandatory step in the origination process of the Loans which also eliminates fraud risk. In turn, this data feeds a proprietary risk scoring engine to enable to determine underwriting decisions along with Loan pricing characteristics.

ADDITIONAL INFORMATION ON THE LEADERSHIP TEAM OF KARMEN (“THE ARRANGER”)

The three founders of the Arranger are introduced below,

Gabriel Thierry - CEO : Gabriel has previously worked in Venture Capital at Outbound Ventures in New
York City, where he invested in American and Latin American seed & Series A start ups. He has also worked for 2 Private Equity funds in New York and Paris. He has a B.S. Degree in Finance and Entrepreneurship from the Stern Business School of New York University and an M.S. from HEC Paris. At Karmen, Gabriel is in charge of the Credit, Legal and Investor Teams – leveraging on his past experience.

Baptiste Wiel - COO: Baptiste has a background in Growth, Project Management, and Operations at various companies in Paris, including Ankorstore Marketplace, Founders Future Fund, and Deliveroo. He is a graduate of the Grande Ecole degree from HEC Paris. At Karmen, Baptiste heads the Marketing, Sales, and Operations teams.

Sebastien Lubineau - CTO : Sebastien is a Software Engineer and Architect Developer who has previously worked at Sipios in Paris, where he worked on the conception and development of Fintech applications for large French companies such as Euronext, Soc Gen, and Sunday. He heads the Technology, Product, and data teams at Karmen and has built the front-end and back-end platforms in-house, including the Credit scoring engine and data analytics for underwriting.

Key Terms

● Issuer: Infinite Tokens S.A., acting in respect and on behalf of Compartment Karmen Mezz-2024
● Initial Offering Size: USDC 600,000
● Minimum Subscription Amount: USDC 5,000
● Underlying Assets: An asset-backed mezzanine variable funding note constituting direct, and unconditional obligations of the Mezzanine Notes Issuer
● Seniority: Unitranche (underlying assets Mezzanine Note)
● Eligible Subscribers: Tokens are being offered to (i) accredited investors under Rule 506(c) of Regulation D of the Securities Act or (ii) non-U.S. Persons in accordance with Regulation S or (iii) if investors are resident in a member state of the EEA or the UK, a certified sophisticated investor within the meaning of Article 50 of the FPO.
● Forms of Subscription Payment: The Tokens are denominated in USDC, and all amounts shall accrue and be outstanding on the Tokens in USDC.
● Distribution Waterfall relating to Underlying Assets: Distributions will be made pro-rata to the Senior Note (off chain) investor (Fasanara) and Mezzanine Note (on chain) investors until fully repaid (principal plus interest); thereafter all further distributions will be made to the Arranger.
● Senior Note ratio (off chain): 90%
● Mezzanine Note ratio (on chain): 5%
● First Loss % / Junior Ratio %: 5% minimum
● Interest payment: Monthly
● Mezzanine Token interest rate: 17% with a credit enhancement
● Minimum Junior Tranche Ownership by Originator Parent: 100%

Executive Summary

We are raising $600k USDC, representing 5% mezz tranche Karmen tokens, with a target APR of 17%. This pool is backed by working capital assets originated by Karmen SA, a French fintech lender. Fasanara Capital is the senior lender to this securitisation structure, funding 90% of the portfolio. The originator/arranger, Karmen retains 5% Junior Tranche, as a first loss piece. Please refer to the Private Placement Memorandum for further details.

SUBSCRIPTION

The Tokens will be offered for the first time subject to an aggregate amount of Tokens to the value of 6,000,000 USDC during the Subscription Period.
The Offering will begin on the date on the cover of the Memorandum and shall continue thereafter for a maximum period of 30 days unless extended or closed prior to such time in our sole and absolute discretion. We reserve the right to close the Offering at any time without notice. We can also close the offering at any time without notice and can reject any subscription for any reason, or even no reason at all.
The Offering is being conducted by the Issuer. No underwriter, broker or dealer has yet been retained or is under any obligation to subscribe to the Offering.
How to Subscribe
Prospective subscribers (“Subscribers”) interested in participating in the offering must first visit the website at https://app.untangled.finance to connect their digital wallets and register. Upon registration, Subscribers are required to provide information and documents necessary for the Issuer to:
(i) Confirm that the Subscriber meets all applicable investor suitability criteria, including those imposed by the Subscriber’s country of domicile;
(ii) Complete Know Your Client (KYC) verification; and
(iii) Conduct Anti-Money Laundering (AML) due diligence and screening. Subscribers must also execute and deliver a Subscription Agreement and complete an accompanying questionnaire available through the site.
The subscription process includes, but is not limited to, the following steps:

  1. Subscriber connects their digital wallet via https://app.untangled.finance.
  2. Subscriber follows the onboarding steps on the Untangled Protocol.
  3. Based on the nationality of the investors (US/NON-US) and/or types of investors (Corporate/Individual), the Subscriber completes third-party verification steps and provides proof of income, net worth, or professional license as required.
  4. The Issuer reviews the submissions for investor suitability standards, KYC, and AML screening.
  5. Upon approval, the Subscriber is issued an Untangled Identification Passport (UID).
  6. The Subscriber gains access to the Private Placement Memorandum (PPM) and Untangled credit analytics on the underlying collaterals.
  7. Once an investment decision is made, the Subscriber selects “Add Liquidity” on the Karmen pool, reviews, completes, and signs the Subscription Agreement.
  8. The Issuer confirms acceptance of the subscription, subject to the Minimum Offering requirements.
  9. The Subscriber transfers the required amount in USDC by following the ‘add liquidity’ steps.
  10. Upon confirmation of the transfer, the Issuer allocates and mints the Karmen Tokens to the Subscriber.
  11. The Tokens appear in the Subscriber’s wallet, and the transaction is visible on the Celo blockchain. The Subscriber can access this investment in the ‘My Portfolio’ section on the Untangled app.
    For detailed documentation on onboarding to the Platform, Subscribers are directed to review the relevant materials provided on Untangled Finance App. Prospective Subscribers will review and electronically sign the validated subscription documents, and a final executed Subscription Agreement will be made available through the website.
    The Issuer will only accept payment for the Tokens in USDC.

This structure seems like it should be efficient which is important. A few quick questions from an active investor but one that is quiet new to token investing. What ‘look through’ will the Arranger/Originator report to Token investors? I assume because the underlying loans have a fixed amortisation schedule rather than bullet repayment the Arranger/Originator should have early warning of any borrower issues? For how long has the AI trained to evaluate the credit risk on this type of borrower? You mention that the Arranger has benefited from support of likes of BPI, Caisse d’Epargne, etc - does that mean those banks have taken a look at the AI technology used by the Arranger/Originator and satisfied themselves of its capability? Many thanks