Frequently Asked Questions

SongShares® FAQs

What are SongShares®?

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SongShares® are fractional shares of royalty streams, and an exciting new way for anyone to buy a stake in the royalties of songs they love and share in the income. SongVest is the first to utilize Regulation A+ of the U.S. Securities and Exchange Commission in order to sell music royalties in SongShares which are “royalty share units.” In each offering, SongVest experts work with a seller to evaluate their catalog, determine the limited number of royalty share units to be sold, and create a listing.

What is a VIP Auction?

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A VIP Auction is the first step in buying SongShares® where bidders can reserve the number of units they want to buy at the current price, after the offering is qualified by the SEC. If all units are reserved at the starting price, the price will go up and bidding will continue. It’s possible that you could be outbid and lose your SongShares®. Bidders can place hard bids or proxy bids on each VIP Auction, and will receive notifications if they have been outbid or when the auction closes. Participants in the VIP Auction that have a successful bid at the end will have the first opportunity to purchase those reserved units.

Under SEC guidelines, the non-binding VIP ("Verify Interest of Participation") Auction with potential investors is used to price the interests in the offering of royalty share units. It is also referred to as a "Test The Waters" auction under Tier 2 of Regulation A of the Securities Act and the offering circular.

What happens if I win a VIP Auction?

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If you have a successful bid at the end of the VIP Auction, you will have the option to purchase those SongShares® during the VIP Sale before the general public, and after the offering qualified by the SEC.You may purchase up to as many royalty units as you reserved during the Auction. For example, if you reserved 50 SongShares®, you can purchase 1, 2, 10, or any quantity up to 50 units. There will be some time between the end of a VIP Auction and the VIP Sale or public offering. This is due to the SEC qualification process which can take two weeks.

What is a VIP Sale or Public Sale?

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After a VIP Auction is complete, participants who had a winning bid at the close will have the first opportunity to buy their SongShares® at the price set during a private VIP Sale. These bidders can purchase UP TO the number of shares they had as part of their winning bid. They can purchase less, but not more. After the VIP Sale window, all remaining shares will be available for the public to purchase at that same price. Eligible participants in the VIP Sale who missed their window, or who want to buy additional shares, can do so during the live public offering. Purchasers will make payment through the SongVest website and will receive a Buyer Subscription document via docusign that must be electronically signed before the transaction is considered complete.

When all SongShares® are sold, or the minimum amount of the offering as defined in the Royalty Option Agreement has been reached, the offering can close.

Will the price fluctuate on SongShares®?

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The price for SongShares® is set during the VIP Auction for each listing, and will be the same purchase price during the VIP Sale or Public Sale.

What does it mean that a SongShares® VIP Auction / Public Sale did not meet minimum requirements to move forward?

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SongVest works with each Seller to define the minimum number of SongShares® units that must be sold in order to meet their target goal. If this minimum is not reached, then the Seller has an option to not continue the process.

The more friends you tell about SongVest and bid on or purchase SongShares® will ensure that goals are met and help us bring more offerings to the platform!

Can I download a PDF report of my SongShares® earnings?

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Not at this time, but we are continuing to add features to the investor dashboard.

Why does my payment status say pending?

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SongVest is required to use a third-party escrow account for all investments, which can take a few extra days to settle. The status will update automatically on the dashboard when funds are confirmed.

How does bidding work?

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Watch a video explanation
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‍During the VIP Auction period, participants can make non-binding bids on a fractional share of the royalty stream. The number of royalty share units available will vary for each auction. Once all units have sold out at a certain price, it will automatically increase by a set amount and allow for more bids on the total number of SongShares®. This will repeat with price increasing until time runs out and more bids are made.

Bidders can place either HARD bids or PROXY bids. HARD bids are immediate bids at the current price for a specific number of units. A PROXY bid is when you set a maximum price and number of units you would purchase and the system will automatically bid for you if the price increases. SongVest’s auction platform shows bidders the current price and bid status, and then will notify them if they are outbid.

When the VIP Auction is over, the price will be set at the highest amount achieved when all were SOLD OUT. If only half of the units were sold at $275, then the final set price would be $270.After the auction and SEC qualification, all participants with successful bids of SongShares will have the option to purchase the units before the general public offering!

What happens at the end of the VIP Auction?

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SongVest uses the Five Minute Rule for auctions, whereby if a bid is placed in the final five minutes of an auction the listing will stay open for an additional five minutes. There is no limit to the number of times an auction can be extended. So we recommend that bidders check back often as an auction nears closing time. When the auction has officially come to a close, the listing will indicate “Auction is Closed”.

SongVest makes every effort to ensure system availability. However, we reserve the right to (in rare cases) close an auction prior to, or extend it beyond, the posted closing time. This may be done at our discretion and without warning. SongVest is not responsible for incomplete, failed, garbled, scrambled, delayed or misdirected computer transmissions due to technical computer hardware or software failures or other errors of any kind.

If you have a successful bid at the end of the VIP Auction, you will have the opportunity to purchase those SongShares during the VIP Sale before the general public, and after it is qualified by the SEC.

How do I pay?

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No money will be accepted until the offering is qualified by the SEC, which can be two weeks or more after it is submitted to the SEC. Buyers must connect their US-based bank account or credit card to their profile to complete registration on the site, and to pay for any offerings. All payments are processed through an escrow account at North Capital.

When do I receive royalty payments?

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Royalties are paid on a quarterly basis to the US-based bank account connected to your SongVest profile. An investor’s first royalty payment for a SongShare will be disbursed in the quarter following the reassignment of the stream. Any earned royalties will be paid out 45 days after the end of the quarter in which they were received. For example, royalties received in Q1 (Jan-Mar) will be distributed by May 15.

The reassignment process takes longer for some listings than others, depending on the payment company, and it is generally completed within 1 month if not sooner. If this process takes longer than a quarter, the first distribution will include payment for all distributions that would have occurred during the waiting period. You must own the SongShares at 11:59pm ET on the last day of the quarter to receive payment (March 31, June 30, September 30, December 31).

You are able to view your total investments in your SongVest dashboard, along with your royalty payment history.

What if I want to sell my SongShares®?

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At this time, there is not a secondary trading platform.

Is SongShares® only for US Residents? What is required for an international customer to participate?

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As an SEC qualified security, SongShares® are available to US Residents and Foreign Investors, except for Canada. Due to Canada's securities laws around registered offerings, we are unable to accept Canadian investors at this time.

All investors must pass a required KYC/AML check, which requires all foreign investors to upload a copy of their passport.

At this time, to purchase SongShares® as an international buyer, you must either use a US Bank account or a credit card. In order to collect royalties on SongShares, international users must have either a US Bank Account or PayPal account

General FAQs

What are royalties?

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Royalties are payments made from one party (the licensee) to another (the licensor) for the right to the use of an asset. The asset can be virtually anything — from tangible assets like minerals and oil to intellectual property like songs, brands and patents. Royalties are usually paid as a percentage of revenues, gross or net, yielded from the use of the asset.

What am I buying?

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SongVest offers the opportunity to purchase future royalty revenue generated by music. Details about the royalty stream you are purchasing and the asset which generates it will be available in the specific listing you are viewing.

Each listing will explicitly state the length of investment for the royalty stream at auction. There are many types of royalties for many different assets, so lengths of ownership vary. Please read the details on the specific listing.

How do I know if this is a good investment?

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Each royalty asset listing will provide at least three years of historical financial data. Please consult with your CPA and/or licensed investment professional to determine if this specific investment is suitable for your current situation.

Historical earnings are not a guarantee or predictor of future earnings. All investments involve risk of loss. You should not construe any included content, information, or other material as investment, financial, legal, tax, or other advice. RoyaltyTraders, LLC dba SongVest is not a financial services company and that any financial assessments provided are informal in nature and for informational purposes only. Site visitors should consult with their own qualified financial and/or tax professionals.

Can I license an asset if I buy a royalty stream?

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The answer to this question depends on the purchase. An investor who owns only the rights to the royalty revenue generated by an asset and does not own the asset itself, nor owns the rights to license the asset, will not be able to license the asset for further use.

SongShares® will only sell the royalty streams, and not ownership of the asset. However, full ownership of an asset will occasionally be posted for a regular auction, in which case an investor may license the asset as desired.

How Do I Verify the Legitimacy and Legality of the Transaction?

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SongVest conducts an extensive background check on each listing. We verify each asset with both its current owner and the organization responsible for collecting and disbursing the royalties it generates.

Why does SongVest need so much information to register?

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Because SongVest is conducting business subject to SEC regulations, and paying out royalties to registered users, we must collect date of birth and social security numbers during registration for each user. To purchase SongShares, individuals (or entities) must pass KYC/AML checks required by our broker-dealer. In some instances, and for all foreign investors, we will need a copy of the user’s passport. Registered entities must include details on any individual that owns 20% or more of the company.

Is this the same as cryptocurrency or NFTs?

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No, SongShares® are a fractionalized share of a royalty stream. We provide a proven history of the royalty revenue in the details for each offering. SongVest is unable to accept cryptocurrency for payment at this time. The royalty share units are not NFTs but each transaction is recorded on the Tezos blockchain.

Do Music Royalties ever end or have a maturity date?

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Buyers of SongShares® and Regular Sale royalties will earn those royalties for life of the copyright (life of the author + 70 years.)

Regular Auctions FAQs

What is a regular auction?

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SongVest may occasionally have an auction for a catalog sale or royalty advance that is not fractionalized into SongShares or qualified with the SEC. In this instance, the user with the highest bid at the end of the auction is the winner.

What happens if I win a regular auction?

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Buyers are obligated to wire closing funds to SongVest within 48 hours of winning an auction. Once closing funds are received, the entity currently paying royalties will be contacted to put payments for that royalty stream on hold while closing contracts are generated. The length of time needed to generate contracts can vary depending on the specific assignment.

A royalty payer can take anywhere from 1 – 2 months following the submission of contracts to begin distributing royalties to the investor, which is the new owner of the royalty stream. The royalty stream will be on hold during this processing time, and a buyer’s first royalty statement(s) will include all royalty revenue generated during this time.

Seller FAQs

What types of royalties can I sell?

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SongVest can sell any type of music royalty stream - streaming, sales, synchronization, performance, etc.

Do I have to sell 100% of my royalties?

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This is totally up to you! You can sell any percentage of your royalty stream. The options are almost limitless. SongVest will work with you on your ideal auction and how best to present your royalties. After we review your data and verify your royalty stream, we will discuss options, including dividing your catalog by other criteria, such as by song or by licensor.

How quickly can I sell my royalties?

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Once we have your previous years’ royalty statements, we can usually conduct a regular auction in as few as two weeks. If you are participating in selling SongShares, the timeline is longer due to the waiting period for SEC qualification before the VIP Sale and Public Sale can begin.

Can I sell royalties I purchased from RoyaltyExchange?

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It is possible to resell your royalties on our site, depending on your agreement. Contact us for a review of your royalties and free analysis and proposal.

When do I get paid?

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If your listing sells, you will receive payment one to three business days after the royalty assignment process is completed with the royalty payor. Paperwork can take one to four weeks to process depending on the complexity of your sale.

Can I set a minimum price?

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Yes! The reserve price and minimum bid will be mutually determined by you and SongVest management. We want to give you complete control of your listings, as well as provide your auction with the best possible probability of success.

SongVest charges no fees for auctions that fail to meet the reserve price.

How much does SongVest charge?

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One of the great things about SongVest is that there is no charge to list an auction on our platform, so you’ve got nothing to lose! All SongVest fees will be outlined in your royalty agreement based on the final sale.

Account FAQs

How do I delete my account?

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Please email support@songvest.zohodesk.com to delete your account.

Why does my account have a purchase limit? How can I raise it?

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To prevent fraudulent, or bad faith bidding to artificially raise prices, all users begin with a $1000 bid limit per VIP Auction. In your user profile (https://secure.songvest.com/account/profile) you can view your current limit and submit a request to increase to your preferred amount. Our team will review the request and may contact you for more information. For higher limits, a bank statement or letter may be required.

If I invest in SongShares®, will I be provided forms to aid in filing my taxes?

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Yes. If you purchase SongShares, and have received a royalty payment from SongVest during the year, you will receive a 1099 for all royalty income related to your SongShares.

Is it possible to register as a company instead of an individual?

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Yes. When setting up your account, there will be an option to select “Entity” and provide information related to your company. You will need to have some corporate documents and information on any individual that owns 20% or more of the company to finish the registration process.

How do I change my address on my account?

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In your user profile (https://secure.songvest.com/account/profile) you can find your current address information. You can simply change the address and click “save” to update your address.

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This offering is made in reliance on Regulation A under the Securities Act of 1933. The securities offered are speculative, illiquid, and an investor could lose the entire investment. Investors should read the relevant Offering Circular and consider the risks disclosed therein before investing. SongVest is a startup and is operating at a loss.
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Disclaimer
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IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. REGULATION A OFFERINGS ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.

SongVest is offering securities through the use of an Offering Statement that the Securities and ExchangeCommission ('SEC") has qualified under Tier II of Regulation A. While the SEC staff reviews certain forms and filings for compliance with disclosure obligations, the SEC does not evaluate the merits of any offering, nor does it determine if any securities offered are “good” investments. Commission ('SEC") has qualified under Tier II of Regulation A. While the SEC staff reviews certain forms and filings for compliance with disclosure obligations, the SEC does not evaluate the merits of any offering, nor does it determine if any securities offered are “good” investments.

Dalmore Group LLC (“Dalmore”) is registered with the Securities and Exchange Commission (“SEC”) as a broker-dealer, member of Financial Industry Regulatory Authority, Inc. (“FINRA”) and Securities Investor Protection Corporation (“SIPC”) and is the broker-dealer of record on this issuer direct offering.

This profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its markets or industry. These statements reflect management’s current views regarding future events based on available information and are subject to risks and uncertainties that could cause the company’s actual results to differ materially. Investors are cautioned not to place undue reliance on these forward-looking statements as they are meant for illustrative purposes, and they do not represent guarantees of future results, levels of activity, performance, or achievements, all of which cannot be made. Moreover, although management believes that the expectations reflected in the forward-looking statements are reasonable, neither SongVest nor anyone acting on its behalf can give any assurance that such expectations will prove to have been correct nor do they have a duty to update any such statements to conform them to actual results. By accessing this site and any pages on this site, you agree to be bound by our Terms of Use and Privacy Policy, as may be amended from time to time without notice or liability.

Read the Offering Circular before you invest. https://www.songvest.com/offering