Green Wallet is an app-based marketplace for ethical & sustainable products; promoting conscious spending
- Sustainable businesses reach eco-friendly customers at scale
- A new experience in ethical shopping, banking and online payments
- 1 tree planted for every transaction or purchase in Green Wallet
- Investment conditional upon Future Fund funding - see Key Info
Learn more about convertible loan campaigns.
Green Wallet aims to be the world's ethical marketplace. We connect conscious consumers with sustainable merchants so we can all pay back to the planet.
All of us, when we shop and spend, vote with our wallets.
Green Wallet is a vote for change. We enable conscious customers to cast votes for a greener future in one uniquely progressive in-app marketplace.
We’re not just building a company. We're building a community. We are a voice for ethical customers everywhere; to exercise their true socio-economic power.
Unique IP, cutting-edge tech, an in-app loyalty system that rewards every purchase and word of mouth marketing, real-world objectives in tree-planting and carbon footprint tracking. With ethical banking & contactless payments features coming soon, Green Wallet is more than just a marketplace …
This is shopping and spending with a conscience. And it’s just a beginning.
Substantial accomplishments to date
Private Beta Launched.
· 100 merchants have signed with over 1,500 products & growing.
· Closed Beta hit the target of 1,000 early user signups.
· 4,000+ followers on socials.
Over 4 years of developing all our technology in-house:
· Marketplace & eCommerce platform.
· Digital merchant onboarding & due diligence, established relationships with 2 merchant acquiring banks.
· Green Coins; a unique reward & loyalty system for merchants and customers.
· A PCI-DSS Level 1 compliant payment processing gateway.
· Mobile apps, merchant portal to list products, manage orders, payments, campaigns, & track sales.
· Contactless & in-app QR code payment.
· Trademarked Green Wallet in 5 UK classes.
Green Wallet’s go-to-market strategy is encapsulated in the environmental awareness calendar (over 45 events in the year) and Black Friday, a marketing & PR event which takes aim at Black Friday and urges that shoppers instead to #VoteWithYourWallet and #TurnBlackFridayGreen.
By partnering with premier influencers and publishers, we aim to onboard up to 25,000 users and plant up to 250,000 trees this year.
We intend to own & push the Green Friday alternatives every year.
· In-app visualisation of individual impact: carbon footprint tracker, trees planted & impact calculator.
· Ethical banking with bio-degradable debit card & impact investing.
· Contactless and 1Click pay.
· Optimise Green Coins so merchants can pay for in-app services with their balance.
1. Green Wallet Marketplace
Merchants pay a single flat fee of 10% on each product sold in the Green Wallet marketplace. We plant one tree for every purchase & give 1% back to customers in Green Coin rewards.
2. Payment gateway
We charge 1.6% + 20p per transaction processed when merchants host the Green Wallet 1Click payment button on their website.
3. Green Coins (1 Green Coin = 1p)
Merchants purchase Green Coins in order to reward loyal customers who advocate for the brand on social media.
Using hashtags and by supporting campaign messages, customer advocacy is rewarded in Green Coins, which are redeemable in-app.
Green Wallet’s unique technology automatically inspects thousands of customer Instagram posts in real-time – through hashtags – and rewards customers with 2 Green Coins per social engagement (like/comment).
Incentivised customer marketing & generic user-generated-content are key drivers of Green Wallet marketing. It’s word-of-mouth at scale - for merchants and Green Wallet.
Use of proceeds
Funds invested will service four key business needs in line with the Post-launch strategy:
1. Merchant outreach: sourcing, vetting, and onboarding ethical retailers.
2. Marketing: First to reach the natural audience of conscious consumers, second to educate and cut-through the mainstream.
3. Talent acquisition
◦ Hiring key talent in product, commercial and technical.
◦ Hiring key talent in marketing and comms.
◦ Hiring key talent in compliance and financial.
4. Infrastructure: Optimise merchant onboarding policies and procedures. Obtain Payment Institution license from FCA. Digital cloud hosting, equipment, and overheads.
The company has the following outstanding loans:
- £31,829 Directors loan with no interest attached. The loan is to be repaid once the business becomes profitable.
- £316,500 loan from the Founder with no interest attached. The loan is to be repaid once the business becomes profitable.
The funds raised from this investment round will not be used to repay these loans.
Seedrs is supporting companies who are intending to apply to the Government backed Future Fund. You can read more about the Future Fund here: https://www.seedrs.com/learn/blog/the-future-fu...
In order for a company to be eligible to seek matched funding from the Future Fund, this investment round must be on the convertible loan terms that have been prescribed by the Future Fund for this purpose. These terms differ to our normal ‘advanced subscription agreements’.
Given this product differs from most campaigns on Seedrs, we urge all investors, including regular Seedrs investors, to read the information below and ensure you understand the terms in full before making your investment.
You will see a term sheet attached to this Campaign in the Documents section which sets out the key terms of the convertible loan and you can see the full document prescribed by the Future Fund here: https://www.british-business-bank.co.uk/ourpart...
A summary of the key terms is set out below, but should be read in conjunction with the term sheet:
• Discount: 20%
• Interest: 8% per annum, non-compounding. On conversion events, the company can choose to repay the interest or convert it to equity (generally without the discount). See the Term Sheet for more details.
• Valuation Cap: None.
• Redemption Premium: An amount equal to 100% of the principal loan amount
• Qualifying Equity Financing. The convertible loan will automatically convert on an equity financing raising at least the total loan amount, at the lowest share price of equity financing less the Discount.
• Maturity Date: 36 months from signing convertible loan agreement.
o The default position is on the maturity date is that the loan will convert to equity unless the investor majority elect to redeem.
- If redeemed, the company will repay the principal together with the Redemption Premium.
- If converted, the conversion price will be at the most recent funding round share price less the Discount, provided that funding round happened after 20 April 2020 and was at least a quarter of the size of the convertible loan investment. If no such funding round has occurred, conversion will be at the share price of the last funding round prior to 20 April 2020 (no Discount).
• Other events of default or conversion: There are various other scenarios in which the convertible loan may convert or be repaid and investors should reference the term sheet:
o Non Qualifying Funding Round: The convertible loan can convert on an equity financing round which does not meet the size criteria of a ‘Qualifying Equity Financing”, at the election of the majority of investors under the loan. Please see the term sheet for how this conversion is priced.
o Exit: The convertible loan will automatically convert or be redeemed on an Exit, whichever would give investors the higher cash return. Please see the term sheet for how conversion is priced and payments on redemption in this scenario.
o Events of Default: The convertible loan is to be repaid on the events of default, such as liquidation or winding up. See the term sheet for more details.
Government Matched Funding
The company intends to apply to the Future Fund for matched funding on the total eligible amount invested in this funding round. The Future Fund will “match” the funding raised via Seedrs or other eligible sources, subject to a minimum investment of £125,000 and a maximum investment of £5m. The Future Fund is to be allocated on a ‘first come, first served basis’, so there is no guarantee that a company will receive the Future Fund matched funding.
This campaign is conditional upon receiving matched funding from the Future Fund. Seedrs will not complete the investment and transfer the funds raised until we have confirmation that the Future Fund matched funding application has been approved and that the Future Fund is ready to make the investment. If the application is denied, the campaign will be cancelled and funds will be returned to investors.
Because this campaign is conditional upon the matched funding, you will see that we have reflected the Future Fund investment as part of the round.
Seedrs does not charge any fees in relation to the Future Fund matched funding, application process or for acting as lead investor with respect to applications.
Conversion to equity
The convertible loan agreement prescribed by the Future Fund is equity focused and favours conversion of the loan to equity as the default position.
Redemption is only available in certain scenarios and is often subject to the vote of majority of the investors. Where a vote of investors is required, Seedrs will vote on behalf of any investors it represents as nominee.
There is a possibility that the convertible loan will convert in some scenarios without the consent of Seedrs (if we do not make up a majority of investors). It is also Seedrs’ position that this is primarily an instrument for investing in the equity of the fundraising business and our default position would be to vote in favour of converting the loans to shares in the company, unless there is a clear or compelling reason not to.
As always, investors should be aware of and accept the risks involved in investing in early stage and growth focused businesses: https://www.seedrs.com/pages/risk-warnings
In addition to the usual risk warnings included above, investors should be aware of and accept the following with respect to convertible loans:
• The convertible loan agreement is intended as bridge funding to a future funding round, but there is no guarantee that a company will be able to secure further funding.
• The Future Fund is to be allocated on a ‘first come, first served basis’ and there is no guarantee that a company will be successful in its application to receive the Future Fund matched funding.
• There is a risk that the Company may not have sufficient funds to repay the loan on the maturity date, pay interest when it becomes due or pay the redemption premium included in the terms.
• Convertible loans are unsecured obligations and in the event of a winding up or liquidation event will rank behind secured creditors of the Company.
Investors will not be able to sell their interest in the convertible loans on the Seedrs Secondary Market unless and until they have converted to shares in the company (and then only subject to eligibility and the terms and conditions of the Seedrs Secondary Market).
EIS Relief - past, current and future
As noted above, the convertible loan instrument is not compatible with EIS requirements, so no EIS applications will be made with respect to investments in the convertible loan.
The government has confirmed that investing in the convertible loan will not impact EIS relief previously claimed on investments in the fundraising company:
“The government has confirmed that such previous investments will not be affected where the convertible loan converts into shares. Where the convertible loan note redeems, we have been alerted that the government intends to make changes to the rules to clarify that this is compatible with such previous investments.”
However, investing in a convertible loan could impact your ability to claim EIS relief on future investments into the same company. The government has not clarified the position on this and has said it is a matter for HM Treasury and HMRC.
Seedrs is unable to provide tax advice. Tax treatment depends on individual circumstances and is subject to change.
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