Security Token Offering of Partizipationsscheine (ISIN CH1454363016) — approved by BaFin on 5 March 2026
This prospectus concerns the investment into ArtSharing SA (the company) via Partizipationsscheine — participation certificates issued by ArtSharing SA under ISIN CH1454363016. This is NOT the same as ArtShares, which are fractional ownership tokens of specific artworks sold on the marketplace. Users who buy ArtShares acquire a pro-rata economic interest in a specific artwork; investors who acquire Partizipationsscheine acquire a participation in the ArtSharing SA company. Both are regulated but under different frameworks.
ArtSharing SA, CHE-182.296.149, Lugano, Switzerland. Registered office: Via Cantonale 19, 6900 Lugano.
Partizipationsschein (participation certificate) of ArtSharing SA, under Swiss Code of Obligations Art. 656a. ISIN CH1454363016. Structured as a transferable security under MiFID II.
BaFin STO Gestattung granted 5 March 2026 for distribution to German retail investors under MiFID II. Swiss coverage under the FINMA Non-Action Letter (2023) and SO-FIT (OAR / SRO) affiliation (2024) for AMLA supervision.
Proceeds from the STO fund (i) scaling of the ArtSharing platform infrastructure and compliance; (ii) acquisition pipeline for new tangible artworks to be offered as ArtShares on the marketplace; (iii) international market expansion (Germany via BaFin, EU via MTF/OTF partnerships).
Proportional economic rights in ArtSharing SA — including participation in platform revenues (trading fees, custody fees, licensing), corporate governance voting rights, and pro-rata economic rights in the event of a capital event (acquisition, IPO). Does NOT automatically include ArtShares of specific artworks — those must be acquired separately on the marketplace.
Illiquidity risk (secondary market for company-level Partizipationsscheine is limited); business execution risk (platform growth, regulatory changes, competition); market risk; regulatory risk; partial or total loss of capital. Full risk matrix in the complete prospectus filed with BaFin.
STO primary market via registered partners (e.g. Squarevest AG, Van Sterling Capital). Secondary market to be developed post-MTF authorization. This is separate from the ArtShares marketplace at artsharing.com.
ArtShares are ERC-1155 tokens representing fractional economic rights over specific physical artworks. Governed by Swiss co-ownership framework (Code of Obligations Art. 656a) and covered by the FINMA Non-Action Letter (2023) — which confirms the ArtShares model does NOT require banking or investment firm authorization. ArtShares are NOT Partizipationsscheine of ArtSharing SA — they are a distinct instrument with their own compliance architecture. Verifiable on Polygonscan by smart contract address and token ID.