Frequently asked questions.
The fund, subscription routes, returns, liquidity, fees, management and reporting: answers to the questions investors ask most often.
Breakwater, in a few lines.
Breakwater Capital invests in e-commerce, a still under-exploited asset class. The fund acquires and builds online stores, which it owns 100% and whose management it entrusts to TakeMyShop.
Its income follows everyday consumption, not financial markets. The goal is an annual dividend of 15% from year two, with upside potential once the portfolio reaches full run-rate.
The fund.
What is Breakwater Capital?
A French simplified joint-stock company (SAS) with variable capital that invests in online stores it owns 100%. Its first fund, Fund I, is the 2026 vintage. It is structured to distribute an annual return as dividends.
What does the fund invest in?
A hybrid portfolio. Two thirds are invested in established, profitable stores, acquired directly, off-market or through a partner network, and run by TakeMyShop. One third finances the creation of niche stores with Lucrazia, at about €2k per site.
Which sectors does the fund target?
Everyday, growing consumer themes: home, beauty, pets, soft mobility, green, wellness, garden, sport & outdoor for the established pocket; bedding, baby care, soaps, eyewear, health for the creation pocket. The fund does not invest in apparel.
How are stores selected?
Against five criteria: revenue, gross margin, profitability, stability and payback in about three years. Each deal goes through a pre-audit, then a financial, traffic, SEO, supplier and legal audit led by operators.
What is the fund's term?
The fund has a 10-year term. Its capacity is framed by a €100M reference ceiling; this ceiling is not a committed amount.
Ways to invest.
Who can invest?
The fund is reserved for qualified or professional investors as defined by the AMF.
What is the minimum ticket?
€100k for an individual subscribing directly, €250k for a subscription through an SPV.
How can I invest?
In three ways: directly, as an individual; through a holding company you own; or under Article 150-0 B ter, by reinvesting, subject to conditions, part of the proceeds of a contribution-and-sale transaction. The right choice depends on your situation: discuss it with your advisers.
What is Article 150-0 B ter?
It is the French contribution-and-sale (apport-cession) regime: an entrepreneur contributes their company's shares to a holding company, which then sells them. Subject to conditions, tax on the contribution gain remains deferred if part of the sale proceeds is reinvested in eligible activities. Whether a subscription in Breakwater qualifies is assessed case by case with your tax advisers.
What are the subscription steps?
First call, profile check, data room access, questions and due diligence, signature and payment, then ongoing reporting. The full journey is set out on the "How to invest" page.
Returns.
What return does the fund target?
An annual dividend of 15% from year two, with upside potential once the portfolio reaches full run-rate. These are targets, not guarantees.
And in year one?
Year one is devoted to deployment: stores are acquired progressively and niche stores are launched. The projected dividend is around 8%.
How does each pocket contribute?
The established pocket targets 12% in Y1, then 15% per year. The creation pocket distributes nothing in Y1, then targets 15% in Y2, 25% in Y3 and 30% from Y4. At fund level, the projection rises from 8% in Y1 to 15% in Y2, 18% in Y3 and 20% from Y4.
How are returns paid?
As annual dividends, from the profits of the stores owned by the fund. Returns come from income distributed every year, not from a bet on reselling the assets.
What happens in an adverse scenario?
The fund model presents three scenarios. In the downside case, the annual dividend is 10% and capital at exit is 70% of the amount invested. In the target case, 15% and 100%. In the upside case, 20% or more, and 130%. These projections are non-binding and detailed in the financial model.
Three scenarios, presented plainly.
Non-binding projections. Details in the data room (financial model).
Liquidity and risks.
Can I exit before the end of the term?
The fund provides 15% liquidity through internal and external buy-backs. Beyond this mechanism, the investment is illiquid and exit may be deferred. The exact terms are set out in the articles of association and the shareholders' agreement, available in the data room.
What do internal and external buy-backs mean?
An internal buy-back is arranged within the fund and among its shareholders; an external buy-back brings in a new investor who takes over the shares. Pricing, timing and priority rules are described in the legal documents.
Can I lose all or part of my capital?
Yes. Like any investment in unlisted assets, Breakwater carries a risk of total or partial loss of the capital invested. Past performance is not indicative of future results.
How does the fund manage risk?
Through diversification (two pockets, several themes, many stores), written investment criteria and a full audit before every acquisition, no leverage, and monthly monitoring of each store's metrics.
What if a store fails?
Risk is spread across many stores. In the creation pocket, the model assumes about 25% of stores succeed: the others are built into the calculation. In the established pocket, each store is audited before purchase and monitored monthly after the takeover.
Does the fund use debt?
No. Acquisitions are made in cash, with no leverage. This speeds up execution and keeps debt from weighing on the dividend.
Very real assets.
Very real assets.
Fees and tax.
What are the fees?
Structuring fees of 8% at entry, management fees of 3% per year on assets under management, and carried interest of 20% above an 8% hurdle. At store level, TakeMyShop and Lucrazia are paid 15% of revenue.
How do the hurdle and carried interest work?
The manager only receives carried interest above a minimum return of 8%. It then receives 20% of the performance above that threshold. Its variable compensation therefore only kicks in once investors have been served first. The exact mechanism is set out in the articles of association and the shareholders' agreement.
What about tax?
It depends on how you invest (directly, through a holding company or under Article 150-0 B ter) and on your personal situation. Breakwater does not provide tax advice: we recommend consulting your advisers before subscribing.
Management and shareholder information.
Who runs the stores?
TakeMyShop, which already runs over one hundred stores in Europe. It runs each store end to end: operations, acquisition, SEO, customer service and logistics. The investor never has to step in.
Who decides on acquisitions?
The management team, based on a complete audit file to which operators and the fund's panel of advisors contribute. Governance rules are set out in the articles of association and the shareholders' agreement.
How are interests aligned?
The fee paid to TakeMyShop and Lucrazia, 15% of revenue, grows with asset performance. At fund level, carried interest only kicks in above the 8% hurdle.
How am I kept informed?
Through half-yearly reporting, reserved for shareholders: store activity, progress of both pockets, acquisitions and new builds, distributions and use of the liquidity mechanism. The data room remains available and the team reachable for any question.
What happens after a store is acquired?
TakeMyShop takes over operations the day after closing, integrates the store into the portfolio's tools and processes, then rolls out an improvement plan. The store is then monitored every month.
Talk to the team.
If your question is not covered here, the team will answer you directly, in a first conversation with no commitment.
The answers above are general information only. They constitute neither investment advice, tax advice nor an offer. The returns mentioned are targets and projections, not guarantees. Only the official legal documents available in the data room are authoritative.