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Paul Barnes at Map accountancy

allocate capital - sold a software business as a minority shareholder

done one investment in personal finance
feels like more control over investment, since still involved in the process and since running an accountancy firm.
Likes the focus and validation that EAH offers, lot of trust there
wants to be hands on and prioritise for businesses that they would use with their accountancy firm
medium to long term timeframe
asks the question, would i pay for the startup software with my firm, if not I wouldn't want to invest
conflict of interest? They test it first, then uses those insights to decide whether or not to invest, that removes the conflict of interest because they’re testing it first
biggest challenge as an investor: industry is saturated now, and firms are more resistant to trying out new technology, so more demand for investment from startups, but less demand from firms themselves, due to being fatigued from so many startups pitching the firms
Prefers the club side vs the virtual fund because more direct involvement in it. I wasn’t able to articulate why it doesn’t need to be regulated particularly well.
The cash efficiency of the tax returns makes it better to invest directly into the startups themselves, plus then he can pick the ones he likes both, so it’s just a better deal all round that way.

Neil and Ryan (Accountants)

Both done well with their businesses and now looking for additional areas to invest in. Both buying their final homes then will have money available to invest
Neil mentioned he had a few rental properties and acquired an additional accounting business last year

For ryan - RE the hub, his preference is for all the people that have invested in the hub are accountants etc therefore better qualified to vote, that would give him more confidence in the voting process, and he’d want it to be a weighted vote when deciding whether to invest or not

Max Inglis

Odin uses a UK Bare Trust structure, as a globally tax transparent vehicle

What are we trying to achieve?

In a nutshell, in anticipation of our upcoming investment raise, we’re trying to figure out the best way to structure it tax-wise, especially considering that we will have a mix of Australian and UK investors.
Our initial thoughts:
We have heard that setting up something like a UK Bare Trust SPV would give tax transparency for both countries, however not locked into this idea at this stage.
Key goal: Tax efficiency for both UK and Aussie investors.
Puzzles to Solve:
Is there an Australian version of the tax transparent UK Bare Trust?
What tax schemes are Australian investors entitled to? (Just providing the name is fine - so that we know where/what to look at)
Any tax quirks/’be aware of’ for Australia investors owning part of a UK entity? And vice versa?
Would love to hear your thoughts or any similar scenarios you've encountered. No need for deep dives - just your first impressions or any pointers would be amazing!

With the fees, he said just do both, they should value both
He also made an interesting point about paying some of the returns back to the investors - a profit share model. It might not be relevant/necessary, but could be a way to further ensure they are bought in.
Another thought, since we’re flexing the onboarding method, maybe there is
Ogier - law firm that he knows which do international tax structure setups.

send over the Odin doc

Overall, he reminded me that he’s not a tax specialist, so it’s not necessarily his remit to be able to help with that. But, once we got to it, it seemed like he agreed with the structure I was proposing - setting up an SPV, but the big question is, how do we get the cash to go from the SPV to the main company.
He said maybe we do it as a loan - the cash gets loaned from the SPV to the main business, and then the loan is repaid via the equity we get in each startup. But I wonder if we can do it simpler than that - what if the money goes directly into the main company and the investors get equity in the SPV.
He started via talking about it as the idea of having a UK based holding co, which then has a UK and Australian entities, but when I explained that the reason I’m hesitant on that is that we are only looking at this as a 2 year project, so maybe not necessary.

Liam Lawyer

Highlighted some regulatory risk around raising money into the SPV - he’s worried that it could be construed as a financial product, because we are raising cash from investors and then deploying it, which is fairly close to a regulated activity.
His advice was that, unless there is a huge tax benefit from setting up an SPV, he doesn’t think it’s worthwhile, it would be better just to do a typical startup equity raise.
He was clearly trying to be helpful, but I didn’t feel he really understood the structure of the setup that we are trying to achieve, had to go over it a few times.
He said that this is primarily a tax activity, rather than a legal one, which is the same as what Max said as well, so there’s a theme there.
I wonder if maybe we’d be better off just using Odin for this process? Since they can cover us from a regulatory standpoint and give the tax benefits, maybe that would be a better approach? Would be interesting to at least get their thoughts on how we would get the cash from the SPV into the EAH LTD entity? Because that still seems to be a sticking point.
I asked about the money going into the LTD and then an SPV is created, is that a legal setup?

Basically here are the emerging options:

Straight up LTD raise
Creating SPV

Paul Gardner (investor in HK)



startups that we’ve helped, ask them who their VCs are, or any angel investors
Linkedin ads
Find an equity finder and offer them exclusivity to our founders
family offices
deal scouts
focus on accounting tech, run a webinar as top of funnel and attract investors
demo day idea
accountants - do they have any clients that might be investors?
Adi mentioned he had a contact in London that is connected to investors

Do we need to change the Miro board? Ask existing investors
Need to put more about why accounting tech

Want VC perspective as part of our investors - do you think vcs might be interested?

DAS based webinar - ask them if we can do it as an affiliate
‘an investors guide to DAS’ as a piece of content



forward petter amlie book

Jonathan Gaunt

Send him some dates

Amar & Karla


Tax returns - wanting historic financial data
Exits - when looking at our historic data, it seems that it was not necessarily clear that we didn’t benefit from the exits that we had listed in that table
Can unit holders be forced to not exit the SPV?
How will external investors affect our strategy?
Ask permission from existing investors if they’re happy to talk to prospective investors
concern regarding Jack leaving
payment plan? instalment?



Miro structure and support docs - look for inconsistencies
Benchmark slide - what was the latest from Adi on this? Should we keep it or leave it?
our journey - doing a loom covering the slides that previously covered this
Intro videos about us

Do some debrief notes about the investment call

Strategy with Yohan and Alastair

paul certies
Look at existing companies exhibiting at das, and look at their investors if you can
Corporate investment vehicles
Yoris vander

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