We bridge your crypto to cash with instant crypto-backed loans.
- More than 60,000 users and over £30M transactions to date.
- Applying for Future Fund, not conditional - see Key Info
- Integrations with 6 different payment channels.
- Backed by VC executives who previously invested in Delivery Hero.
Learn more about convertible loan campaigns.
Start making sense of digital assets with Nebeus. Nebeus offers a secure, legitimate, and compliant way for you to benefit from the crypto world.
Globally, there is an equivalent of $400 billion held in more than 55 million crypto wallets around the world. There are only a handful of ways to use crypto in everyday life other than keeping it as an investment.
🚀 Our Mission
Nebeus bridges the gap between crypto and cash, providing people with instant crypto-backed cash services for everyday use.
With Nebeus, you can:
• Earn Euro interest every 24 hours
• Get an instant loan at the click of a button
• Use your loan to pay for your daily expenses
• Make international cash transfers
• Transfers and deposits at points of sale & post offices
• Top-up your mobile phone
• Use your Nebeus Mastercard to make payments (coming in Q1 2021 through our partnership with Railsbank)
Any time, anywhere, at the click of a button, and аll without selling your crypto!
Substantial accomplishments to date
• To date, we have more than 60,000 users and have transacted over £30M.
• Nebeus is built on proprietary code, infrastructure, microservices, and our own processing platform.
• We built integrations with 6 different payment channels:
- Pay-in & Pay-out with bank cards
- Card2Card transfers
- SEPA transfers
- Wire transfers
- Transfers and deposits at points of sale & post offices
- and even mobile phone top-ups!
• We can send cash to 23,500 points of sale & 1,500 Post Offices in the UK, and 7,500 Post offices in Canada. We can also make cash transfers and receive deposits from 65,000 points of sale in Europe, 33,000 points of sale in West Africa, and 100,000 points of sale in LatAm.
• Our platform allows you to make cash transfers to more than 150 countries.
• We can top-up more than 500 mobile phone operators around the world.
• We have entered into a partnership with Railsbank and, in Q1 2021, will be rolling out a Nebeus Mastercard, allowing you to spend crypto in everyday life.
• We are backed by ex Kite Ventures executives who have previously invested in companies such as Delivery Hero, Tradeshift, and Plated.
Nebeus has 3 core products that give us multiple revenue streams:
We offer two loan options: a Quick Loan with 0% interest for a fixed period of 3 months; and a Flexible Loan, which allows you to borrow up to 80% of your Crypto value under your own terms.
We monetize our loans with:
•A commission for releasing funds once the loan is confirmed
•Interest rates on loans - but this only applies to the Flexible Loan option
We built and integrated a large number of transfer options, and we charge per each transaction:
•Nebeus Account top-up with a bank card
•Withdrawals/Transfers from Account to Card
•Mobile Phone Top-Ups
•Pay-out and Pay-in at POSs & post offices
You can, of course, buy, sell, and exchange crypto on our platform, and we charge a commission on each transaction when you:
In Q1 2021, when we release the Nebeus Mastercard, we'll have 3 additional revenue streams!
Use of proceeds
Our goal for 2021 is to expand our products & services, grow our team, and increase our profitability by becoming a regulated E-money institution in the UK and Europe.
• In Q4 2020, with the support of Compliancy Services, one of the UK's leading providers of compliance consultancy firms, we are applying for an EMI license in the UK.
• In 2021, we will apply for a Spanish EMI license to comply with post-Brexit EU rules and regulations.
Seedrs is supporting companies who are intending to apply to the Government backed Future Fund. You can read more about the Future Fund here: https://www.seedrs.com/learn/blog/the-future-fu....
In order for a company to be eligible to seek matched funding from the Future Fund, this investment round must be on the convertible loan terms that have been prescribed by the Future Fund for this purpose. These terms differ to our normal ‘advanced subscription agreements’.
Given this product differs from most campaigns on Seedrs, we urge all investors, including regular Seedrs investors, to read the information below and ensure you understand the terms in full before making your investment.
You will see a term sheet attached to this Campaign in the Documents section which sets out the key terms of the convertible loan and you can see the full document prescribed by the Future Fund here: https://www.british-business-bank.co.uk/ourpart....
A summary of the key terms is set out below, but should be read in conjunction with the term sheet:
• Discount: 20%
• Interest: 8% per annum, non-compounding. On conversion events, the company can choose to repay the interest or convert it to equity (generally without the discount). See the Term Sheet for more details.
• Redemption Premium: An amount equal to 100% of the principal loan amount
• Qualifying Equity Financing. The convertible loan will automatically convert on an equity financing raising at least the total loan amount, at the lowest share price of equity financing less the Discount or, if lower, the Valuation Cap share price.
• Valuation cap of £14,600,000
• Maturity Date: 36 months from signing convertible loan agreement.
o The default position is on the maturity date is that the loan will convert to equity unless the investor majority elect to redeem.
- If redeemed, the company will repay the principal together with the Redemption Premium.
- If converted, the conversion price will be at the most recent funding round share price less the Discount, provided that funding round happened after 20 April 2020 and was at least a quarter of the size of the convertible loan investment. If no such funding round has occurred, conversion will be at the share price of the last funding round prior to 20 April 2020 (no Discount).
Or, if lower, at the Valuation Cap share price.
• Other events of default or conversion: There are various other scenarios in which the convertible loan may convert or be repaid and investors should reference the term sheet:
o Non Qualifying Funding Round: The convertible loan can convert on an equity financing round which does not meet the size criteria of a ‘Qualifying Equity Financing”, at the election of the majority of investors under the loan. Please see the term sheet for how this conversion is priced.
o Exit: The convertible loan will automatically convert or be redeemed on an Exit, whichever would give investors the higher cash return. Please see the term sheet for how conversion is priced and payments on redemption in this scenario.
o Events of Default: The convertible loan is to be repaid on the events of default, such as liquidation or winding up. See the term sheet for more details.
Government matched funding
The company intends to apply to the Future Fund for matched funding on the total eligible amount invested in this funding round. The Future Fund will “match” the funding raised via Seedrs or other eligible sources, subject to a minimum investment of £125,000 and a maximum investment of £5m. The Future Fund is to be allocated on a ‘first come, first served basis’, so there is no guarantee that a company will receive the Future Fund matched funding.
This campaign is not conditional upon receiving matched funding from the Future Fund. Seedrs will complete the investment and transfer the funds raised even if the application for Future Fund investment is rejected. We will ensure an application is made to the Future Fund for matched funding and will not complete until we know the outcome of the application. But if the application is rejected, the company will still be permitted to complete the investment round.
Seedrs does not charge any fees in relation to the Future Fund matched funding, application process or for acting as lead investor with respect to applications.
Conversion to equity
The convertible loan agreement prescribed by the Future Fund is equity focused and favours conversion of the loan to equity as the default position.
Redemption is only available in certain scenarios and is often subject to the vote of majority of the investors. Where a vote of investors is required, Seedrs will vote on behalf of any investors it represents as nominee.
There is a possibility that the convertible loan will convert in some scenarios without the consent of Seedrs (if we do not make up a majority of investors). It is also Seedrs’ position that this is primarily an instrument for investing in the equity of the fundraising business and our default position would be to vote in favour of converting the loans to shares in the company, unless there is a clear or compelling reason not to.
As always, investors should be aware of and accept the risks involved in investing in early stage and growth focused businesses: https://www.seedrs.com/pages/risk-warnings
In addition to the usual risk warnings included above, investors should be aware of and accept the following with respect to convertible loans:
• The convertible loan agreement is intended as bridge funding to a future funding round, but there is no guarantee that a company will be able to secure further funding.
• The Future Fund is to be allocated on a ‘first come, first served basis’ and there is no guarantee that a company will be successful in its application to receive the Future Fund matched funding.
• There is a risk that the Company may not have sufficient funds to repay the loan on the maturity date, pay interest when it becomes due or pay the redemption premium included in the terms.
• Convertible loans are unsecured obligations and in the event of a winding up or liquidation event will rank behind secured creditors of the Company.
Investors will not be able to sell their interest in the convertible loans on the Seedrs Secondary Market unless and until they have converted to shares in the company (and then only subject to eligibility and the terms and conditions of the Seedrs Secondary Market).
EIS Relief - past, current and future
As noted above, the convertible loan instrument is not compatible with EIS requirements, so no EIS applications will be made with respect to investments in the convertible loan.
The government has confirmed that investing in the convertible loan will not impact EIS relief previously claimed on investments in the fundraising company:
“The government has confirmed that such previous investments will not be affected where the convertible loan converts into shares. Where the convertible loan note redeems, we have been alerted that the government intends to make changes to the rules to clarify that this is compatible with such previous investments.”
However, investing in a convertible loan could impact your ability to claim EIS relief on future investments into the same company. The government has not clarified the position on this and has said it is a matter for HM Treasury and HMRC.
Seedrs is unable to provide tax advice. Tax treatment depends on individual circumstances and is subject to change.
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