Scope of this document
This document concerns information and preparation for an investment in Nomadéa AG only. It covers no real estate investment. It is not a subscription form, share transfer agreement, prospectus or authority to collect funds. Incorporation, contracting party and share allocation mechanism remain unconfirmed.
1. Identity and responsible parties
Proposed company: Nomadéa AG, intended registered office in Basel, Switzerland. Exact address: c/o Cabinet Nigon, Marktplatz, Glockengasse 18, 4001 Basel, Switzerland. Business identification and register number: not yet assigned, provided upon registration. Incorporation status: in formation, not yet entered in the commercial register. Representative: Johann Ley. Contact: contact@mynomadea.com. Current portal publisher: Nomadéa AG (in formation), at the same address, contact@mynomadea.com. Until registration is verified, the company must not be presented as already incorporated. Any commitment before registration must identify its signatory and expressly address personal responsibility and the conditions for possible assumption by the company.
2. Portal access and eligibility
The portal presents the project and receives information requests. An account, confidentiality agreement or expression of interest creates no entitlement to shares. Candidates provide identity, country of residence, legal capacity and, where necessary, beneficial ownership and source of funds. Permitted countries and investor categories must be established before any offer: investors resident in Europe or Switzerland. Technical access does not establish regulatory eligibility. Requested information is limited to what is necessary and legally justified.
3. Regulatory framework and disclosure
Before distributing an offer, the issuer or offeror must determine applicable Swiss rules and the rules of target countries, including prospectus requirements and any exemptions that actually apply. This document asserts neither an exemption nor FINMA approval. Information and risks are dated; material developments are disclosed before commitment. Forecasts are assumptions, not performance promises. Confidentiality agreements do not replace disclosure duties or restrict legally required communications with advisers, authorities or courts.
4. Commercial parameters to confirm
Pioneers Club: proposed 20 places at CHF 5,000, targeting 0.25% per place and 5% overall. Separate AG fundraising: proposed CHF 200,000 for 10% after the transaction, and CHF 100,000 for 5% intended for business angels. These parameters are not a binding offer. Before signature, specify share number, class, nominal value, price per share, percentage calculation basis and capitalisation table including simultaneous transactions. The two offers involve different economic terms; that difference and its treatment must be expressly explained. These figures imply no permanently guaranteed ownership percentage.
5. Subscription or transfer and payment
The selected transaction is determined case by case, in the individual agreement. An individual agreement specifies the contracting party, shares, price, approvals, conditions precedent, completion deadline, payee account and completion evidence. No payment may be requested solely under these terms. Subscription and transfer may have different recipients and uses of funds. Any advance before incorporation requires a separate agreement identifying the holder, permitted use, protection of funds, deadline and refund conditions. If completion fails, the treatment of funds and repayment period must be agreed before payment. Payment alone does not automatically confer shareholder status.
6. Share rights and dilution
Voting and economic rights, transfer restrictions, preemption rights, reserved matters and exit arrangements derive from applicable law, articles and signed agreements, disclosed before commitment. Subsequent transactions may dilute ownership. Antidilution protection exists only through an expressly agreed, precise, valid and approved mechanism; a general statement cannot create it. These terms guarantee no dividend, buyback, liquidity or board seat.
7. Pioneer benefits requiring a contract
Intended commercial benefits: 40% off nights and 20% off seminars, priority access to openings and test stays, early destination information and a Pioneer badge. Lifetime duration and use without a quota are commercial intentions requiring a contract, with no availability guarantee. An annex must identify the bound entities, participating properties, reference rates, taxes and extras, combination rules, beneficiaries, transferability and consequences of share disposal or death. It must precisely define duration and consequences of closure or insolvency. Nomadéa AG cannot bind SAS TUMUORA or another operator without their agreement. Benefits are neither a financial return nor a capital guarantee.
8. Risks and conflicts
The entire investment may be lost and is not protected by bank deposit insurance. Unlisted shares may be impossible to sell for an indefinite period. Main risks include no profitable track record, funding needs, opening delays, dependence on founders and operators, initial concentration in Tahiti, seasonality, climate, health, legal, currency and valuation risks. Future transactions may dilute ownership. Remuneration, founder arrangements, operator relationships, commissions, allocation of funds and material conflicts must be described in individual documentation before commitment. Investors assess their ability to bear a total loss and may seek independent advice.
9. Data, liability and disputes
The controller, purposes, recipients, transfers, retention and rights are set out in a separate privacy notice (contact: contact@mynomadea.com). Agreements and accepted versions are retained without excluding other lawful evidence. No clause excludes mandatory liability, fraud or misleading information. Swiss law is contemplated for investment agreements, subject to mandatory cross-border rules. The individual contract validly determines competent courts; these terms impose no premature exclusive jurisdiction. Complaints: contact@mynomadea.com. No waiver of mandatory rights or any statutory withdrawal right is requested.
10. Requirements before use
Complete before signature: registry extract, authorised signatories; transaction structure; target countries and offer assessment; capitalisation and rights; financial information and use of funds; individual agreement and any shareholders’ agreement; Pioneer annex; payment and refund arrangements; privacy notice. All three language versions require review. French is the interpretation reference without displacing the corporate instrument’s language, the individual contract or mandatory law. Material changes require prior information and express agreement where necessary; they do not apply retrospectively.