Switzerlend AG C1 Shares SHA (LENDS)

Summary

Ketju does not approve Switzerlend AG C1 Shares SHA (LENDS): each token is a preferred share in a single private Swiss company, sold with no prospectus and no stated US exemption, and the company’s chairman casts the holders’ votes. Switzerlend AG runs the lend.ch peer-to-peer lending platform in Zurich. It issued the shares as Swiss ledger-based securities on Aktionariat’s share contracts. Every one of the 27,277 tokenized shares sits inside a drag-along contract that issues one LENDS for each. Holders of two thirds of the shares can force a sale of the company. On 23 September 2026 the issuer’s order book showed a bid of CHF 60, an ask of CHF 67.90 and no trades that day. The Token Shareholder Agreement also names the wrong contract address.

Review triggers
• Switzerlend lists its shares or publishes a prospectus
• An acquisition offer is made on the LENDS contract, or the wrapper migrates
• The LEND owner mints beyond the C1 shares in the commercial register, or declares valid tokens invalid
• Token holders regain a direct vote, or the Representative changes

Ketju checks this memo every night and opens a review if its venues or files show a warning or a cited document changes. The first confirmation is due 2027-03-23.

Research

How it works

The registration agreement names the issuer, Switzerlend AG of Hofackerstrasse 13, Zurich (CHE-456.445.646), and the instrument, preferred C1 shares ”without transfer restrictions.” The shares are ledger-based securities under article 973d of the Swiss Code of Obligations. The LEND contract at 0x0618d808…6771 is the register. The company mints one indivisible token for each share that a holder asks to tokenize. From then on, nobody can move or register the share without the token. The agreement is a scanned PDF that the board signed in May 2024, and we read its text from the scanned images.

Switzerlend keeps two registers. The token contract records who holds the security. The share register records who may exercise shareholder rights; only persons entered there may vote or take dividends. Aktionariat keeps that register for Switzerlend and synchronises it with every other Aktionariat issuer. A holder who proves control of an address and gives a name and address can ask to be entered.

All 27,277 LEND tokens sit in the LENDS contract. The Token Shareholder Agreement says they ”are issued as preferred C1 shares with a nominal value of CHF 1.00.” The preference pays CHF 53.72 per share ahead of common holders in a sale or liquidation. It ranks behind any more senior class that the articles create, and it ends if the company lists. The company has 31,066 C1 shares in all. The rest of its capital is in other classes, held off chain under a separate shareholders agreement. The investor page values the whole company at CHF 48.4 million at the CHF 68 issue price.

Voting

The voting terms separate LENDS most from a plain share. The agreement says ”the Token Holders shall not have a right to appoint a director to the Issuer’s Board.” Each token holder ”hereby appoints and instructs the Representative” to represent them and ”exercise and waive all and any rights relating to the represented Share Tokens,” voting included. The Representative is Stefan Jaecklin, whom the registration agreement lists as President of the Board. He must poll the token holders, give them seven days, and vote the majority view. Holders who do not answer are left out of the count. A token holder therefore does not vote their own shares at a general meeting. The holder has one voice in a bloc, and the chairman of the company casts that bloc.

The agreement also lets the company ”at any time convert the Share Tokens into Shares in the Issuer issued in another form than ledger-based securities,” if the preference survives. It waives the token holders’ pre-emptive rights for employee plans, convertible loans and a listing. The holders agree to vote for such conversions.

Drag-along

The LENDS contract carries the sale mechanics. Anyone may call makeAcquisitionOffer with a price and the funds, and holders vote for 60 days. The deployed quorum is 6,666 basis points of the 31,066 C1 shares. If yes votes reach it, the buyer executes, the contract hands every wrapped share to the buyer, and each holder unwraps the price. The agreement’s own trigger is wider: a majority of all shares plus the consent of the Series B holders. Their consent is not needed if the price reaches 1.5 times their CHF 51.13 subscription price. The agreement warns in capitals that the contract ”may be used by a certain majority of shareholders to enforce a transfer of the share tokens for a price that is below the fair market value.” A holder who quits the agreement at the end of a term can be bought out at 80% of fair market value, first by the company and then by the other parties.

Who controls it

The LENDS contract (Sourcify exact match) is not a proxy and has no owner. Nobody can pause it, freeze an address, upgrade it, or take a holder’s tokens. Holders as a group hold the drag-along and migration powers. Anyone may file a recovery claim: a claimant posts collateral against an address that the claimant says is lost. If that address makes no transfer for 180 days, the claimant takes its tokens. A holder can opt out of recovery per address.

This newer contract version adds an oracle role, which the company’s multisig 0x0af55121…ad24 holds. The oracle reports the votes of shareholders who hold no tokens. It can change the terms link and delete a recovery claim. It can also migrate the wrapper to a new contract with votes that it reports from off chain. The code caps those reported votes at the C1 shares outside the wrapper, 3,789 on 23 September 2026. The migration quorum is 90%, or 27,960 votes. Even with every outside vote, a migration still needs 24,171 of the 27,277 wrapped tokens moved to the new contract, so the oracle cannot migrate alone.

The LEND share contract underneath has an owner: the same Aktionariat MultiSigWalletV4 clone 0x0af55121…ad24, which reports four signers. Its recent transactions carry two signatures. The owner can mint share tokens up to the declared total and raise that total. It can declare tokens invalid after a court cancels them, and it sets the claim collateral. It cannot move a holder’s LENDS.

Document errors

The agreement says the source code of the SHA contract ”can be found on Etherscan under: etherscan.io/address/0xAe7c2042c2f84Ff5880A185Bd7D81dA5B822B3A7#code.” That contract is quitt.shares, another company’s token. The investor page names the correct LENDS contract, 0x343324f5…8047. The agreement also leaves the SHA token name ”[TBD]” and the Oracle ”[Name, Address].” We read these errors as a sign that the company keeps its paperwork loosely.

Eligibility

The registration agreement lists transfer restrictions as ”Not appliable.” The investor page calls direct sales ”a primary offering by the issuer” under the Swiss Financial Services Act, which requires a prospectus only above set thresholds. No document names an excluded country or addresses US securities law. A US buyer of an unregistered share in a Swiss private company would rely on an exemption that the issuer never claims.

Withdrawals

Switzerlend does not redeem shares. The company sells tokens at a fixed price, CHF 68.002 on 23 September 2026, and ”is under no obligation to offer or repurchase” them. The secondary market is Switzerlend’s own order book on Aktionariat technology, settled in Frankencoin (ZCHF). The page calls it a non-commercial trading facility outside prudential supervision. On 23 September 2026 the best bid was CHF 60.00, the best ask CHF 67.90, the spread 11.63%, and 24-hour volume zero. The last trade was on 3 September. The whole bid side held eight tokens.

Comparison

DAKS, Aktionariat AG’s own share, uses the same legal form and an older version of the same contracts. DAKS holders vote their own shares; LENDS holders vote through the chairman. DAKS has no oracle; LENDS lets the company report outside votes toward a migration. The DAKS drag-along needs 75%, and the LENDS drag-along needs two thirds. Both are illiquid private stakes sold without a prospectus, and Ketju approves neither for client portfolios.

Sources

Each claim above comes from one of these sources. Where Ketju could not verify a number, the memo states that.

• Switzerlend AG, Registration Agreement (scanned; read by OCR) · primary · accessed 2026-09-23
  Supports: C1 shares without transfer restrictions, LEND contract is the register, two registers, recovery; issuer may cancel, board signatories incl. President Stefan Andri Jaecklin
• Switzerlend AG, Token Shareholder Agreement · primary · accessed 2026-09-23
  Supports: C1 preference CHF 53.72, Representative votes; no board seat, drag-along and below fair value warning, 80% buyout on exit, conversion to another form, wrong contract address and placeholders
• Switzerlend AG investor page · primary · accessed 2026-09-23
  Supports: share counts, holders, market cap, Aktionariat keeps the register, FinSA primary offering, non-commercial trading facility
• Switzerlend AG secondary trading page · primary · accessed 2026-09-23
  Supports: bid CHF 60.00, ask CHF 67.90, spread 11.63%, 24-hour volume zero, direct price CHF 68.002
• DraggableShares contract on Ethereum (Sourcify exact match) · primary · accessed 2026-09-23
  Supports: no owner or pause, oracle powers, quorums and vote period, 180-day claim period
• Switzerlend AG C1 Shares contract on Ethereum (Sourcify) · primary · accessed 2026-09-23
  Supports: owner mint, setTotalShares, declareInvalid, totalShares 31,066

The asset and the chain

This memo covers the protocol. A position also holds an asset and settles on a chain. Whichever of the three holds the most power over the position decides who can freeze it. These tables describe control and do not judge quality.