Arctic Growth Club 1 - Investment Club

1. Overview

Arctic Growth Club 1 is an investment club, a limited partnership (Kommandiittiyhtiö, KY) designed to provide investors with access to private market opportunities. The partnership operates as a pass-through investment structure, meaning that investors own a direct stake in the partnership without the entity itself being subject to corporate taxation. Investors may participate as silent partners (äänettömät yhtiömiehet), while the general partner (vastuunalainen yhtiömies) manages the investment entity.

Arctic Growth Club 1 does not have an investment policy, nor does it actively manage assets. Investors are responsible for making their own decisions regarding participation in the partnership.

General Partner´s greetings: "Creating a private market access vehicle that is initially designed to last 5 years. After 5 years we will liquidate the company´s assets and pay partners the accrued earnings. No planned exits to be done in between the time, no profits should accumulate during the first years. Liquidation requests processed once a year and valued at a fair price.

2. Investment Structure

• Legal Form: Company registered in Finland as a limited partnership (KY)
• Nature of Investment: Arctic Growth Club 1 is an investment club structure that allows investors to collectively participate in Investment Opportunities.
• Investment Policy: No defined investment policy. General partner is responsible for operations.
• Investor Role: Silent partners (äänettömät yhtiömiehet) provide capital but do not participate in daily management.
• Management: Managed by the responsible general partner (vastuunalainen yhtiömies), who executes investment decisions and handles administration.
• Dividends: No dividends are paid; returns are distributed according to the partnership agreement.

3. Operations now

• General Partner: XXXXX, experience from private equity, private credit for X years.
• Information: See more thorough values in the app after your sign-up process.
• Assets: Has net assets of XX XXX XXX€
• Asset Valuation: Has net assets valued at XX XXX XXX€
• Current asset distribution 50% in private equity investments, 40% private credit, 10% direct investments
• Operating expenses: Around X,X % yearly (2024) including GP fee, excluding Finesser fees.

3. Registration & Investor Information

• Investor Registration: Silent partners must submit personal details, including name, personal identity number (if available), nationality, date of birth, and address.
• Foreign Investors: If an investor does not have a Finnish personal identity number, they must provide:
  • A copy of their passport or national ID.
  • A valid foreign address for registration.
• Public Disclosure: Investor information is registered in the Finnish Trade Register (YTJ) and may be publicly available.

Investor registration information is provided in the Finesser onboarding process easily and securely.

4. Capital Commitments & Liquidation Process

• Capital Commitment: Minimum investment requirement 50 000€.
• Investment Processing: Capital investments and liquidations are processed on a yearly basis.
• Valuation Date: The investment price is determined based on the date of capital commitment.
• Redemption: Investors may request liquidations, subject to the rules set in the partnership agreement. Requests are processed once a year to follow the tax regulations of the structure.

5. Administrative & Regulatory Compliance

• YTJ Registration: Each new silent partner must be reported to the Finnish Trade Register, done yearly.
• Amendments to Partnership Agreement: Any changes to the partnership (e.g., domicile, partners, business scope) require an official amendment agreement, signed by all partners.
• Authority of General Partner: Silent partners authorize the general partner to sign updates to the partnership agreement on their behalf regarding new investor registrations.
• Taxation: Investors are taxed individually on their share of the partnership’s earnings, as per legislation tells for companies, even if no liquidations are made.

6. Legal Considerations & Investor Protections

• Liability Limitation: Investors can lose only the amount they invest—no additional liability applies.
• Regulatory Transparency: Investors receive a notification once their registration is confirmed.
• Formal Agreements: Partnership changes are documented with an original signature on Form Y5, which is submitted to the Finnish authorities. The changes are processed yearly by the general partner with the investors´authorization. By investing, You are also obliged to sign partnership ownership change documents processed by the general partner yearly, if needed or if the authorization is not enough.
• Compliance with KYC/AML Regulations: All investors undergo Know Your Customer (KYC) and Anti-Money Laundering (AML) checks before being accepted.

7. Key Considerations for Investors

• Investments are illiquid and require long-term commitment.
• Yearly registration updates mean investor names are disclosed to the Finnish authorities.
• Capital returns depend on investment performance and are not guaranteed.
• No dividends are paid—profits are distributed per the partnership agreement.
• Investors without a Finnish personal identity number must provide additional documentation.

For more information, please refer to the official Arctic Growth Club 1 partnership agreement and investor documentation.