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NEVOMO

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We deliver magnetic rail implemented within the already existing railway infrastructure.

136%
 - 
Funded 30 Apr 2021
€1,000,000 target
€1,382,220 from 1,029 investors
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Business overview

Location Warsaw, Poland
Social media
Website www.nevomo.com
Sectors Automotive & Transport Digital B2B
Company number 0000674695
Incorporation date 21 Apr 2017
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Investment summary

Type Convertible
Discount 29%
Share price N/A
Tax relief N/A
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Business highlights

  • Restoring the competitive edge of existing railway lines
  • Environmentally friendly solution with low energy costs
  • Autonomous, fully electric vehicles for freight and passengers
  • Gradual transformation into a full hyperloop system
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Key features

  • Secondary Market
  • Seedrs nominee min. €10.00 +
  • Idea
  • Investor Perks
  • Key Information
  • Team
  • Updates
  • Investors 1,029
  • Discussion
  • Documents

Learn more about convertible campaigns.

Idea

Introduction

Time is one of the most valuable resources one can have. At Nevomo, we are creating transport of tomorrow which will cut down the time and costs of travel while reducing the carbon footprint produced by the transport sector. The railway industry requires a major upgrade to regain its competitive edge and our magrail technology can be the right solution.

Nevomo develops the next generation of high-speed railways (magrail) as a first step towards the implementation of the hyperloop. We focus on providing technology for key hyperloop components: propulsion, levitation, and control subsystems.

We also aim to implement these components earlier as part of a unique magrail system invented by Nevomo. It allows for the use of magnetic levitation within the existing railway infrastructure while keeping the functionality of conventional rolling stock. We estimate that vehicles will be able to move at speeds of up to 550 kph (342 mph).

Substantial accomplishments to date

Nevomo was founded in 2017 under the name Hyper Poland. In the same year, our student team built a first vehicle prototype which was tested during the second SpaceX Hyperloop Pod Competition. Since 2018, we have focused on developing our unique approach to the hyperloop implementation (presently concentrating on the magrail technology) and securing IP via patent applications. Currently, we have eight patents pending and one patent granted, of which most are under the PCT procedure.

We have so far financed our activities by combining research and development grants with equity crowdfunding and business angels’ investment. In the first half of 2019, we secured an EUR 3.8 million EU R&D grant from the Polish National Centre for Research and Development. We have also raised over EUR 800k in two previous investment rounds on Seedrs.

In October 2019, we presented to the public a 1:5 scale magrail Proof-of-Concept. Last year we completed tests on a medium-sized track with a focus on the performance of linear motor.

We have more than 50 team members, including an International Advisory Board.

Our Swiss office is expected to become operational in the summer of 2021.
We have achieved substantial progress in talks with leading European railway infrastructure managers concerning magrail tests and implementation.

Monetisation strategy

Nevomo’s go-to-market strategy for magrail is based on partnering with infrastructure managers and railway operators, as well as with global railway suppliers, energy companies, general contractors, PPP operators, telecom & IT companies and other stakeholders of the railway industry. In the hyperloop sector we partner with leading promoters of this technology and other key stakeholders.

We expect to achieve a flexible and diversified business model with several potential revenue sources in high-value elements of the value chain:
· licensing royalty fees from OEMs on protected IP
· SaaS fees from operators & infrastructure managers for monitoring services
· income from joint-development agreements with hyperloop promoters
· systems’ sales to railway OEMs & infrastructure managers
Exit strategy: We aim that within ca. 8-10 years the company will be acquired by one of the leading global railway suppliers.

Use of proceeds


Reflected direct investment includes funds raised from offline investors on the same terms over the past 6 months since mid October 2020.

Proceeds will mainly serve to conduct full-scale tests of key magrail components and to prepare for pilot implementation. We have already generated an opportunity to launch it with a leading EU railway infrastructure manager.

Funds will also be used for new R&D and to continue IP protection. We are planning to launch R&D projects for additional key subsystems such as passenger vehicle body or high-level traffic management system. We will also continue to build a patent cloud and extend existing applications geographically.

For magrail full-scale tests and new R&D projects, we are looking to fund around 70% of the projects from EU grants, leveraging the private co-investment from this round.

As market traction for magrail is getting momentum, we plan a team expansion by hiring experts in sales, marketing, analytics, regulations and lobbying to:
· generate a substantial commercial pipeline for magrail, while the pilot is prepared and executed
· secure new partnerships within the hyperloop segment

Investor Perks

Please note that any discounts, rewards and/or offers listed by a company in its campaign are subject to the terms and conditions applied by that company and listed above. It is the company’s responsibility to honour such discounts, rewards and/or offers and Seedrs does not take any responsibility for them.

Key Information

Convertible structure

This investment round is being raised by way of a convertible equity investment structure, in this case an "advanced subscription agreement".

The key terms that apply to the Company’s advanced subscription agreement are set out below. See also attached Key Terms document for further details.

Discount – conversion at a 29% discount to the valuation set by a Trigger Event.

Valuation cap of EUR 45,000,000

Default valuation of EUR 33,000,000.

Conversion is triggered by ("Trigger Events"):

- An Equity Fundraise – defined as the Company raising investment capital of at least EUR 4,000,000 from one transaction or a series of transactions, in exchange for the company issuing of ordinary shares;

- A Change of Control of the company (transfer of more than 50% of the share capital); or

- An IPO – being a listing of the company’s shares on a recognised stock market or secondary market.

On a Trigger Event, the ASA will convert at the lower of (i) the valuation set by the Trigger Event discounted by the 29% discount and (ii) the Valuation cap divided by the Company's fully diluted capital at the time.

Longstop Date is 1st October 2022.

If conversion has not been triggered by the Longstop Date shares will be issued on the longstop date at the lower of (i) the default valuation of €33,000,000 divided by the Company's fully diluted capital at the time and (ii) the lowest price of any shares issued after the date of the ASA.

On a winding-up or liquidation event of the Company, investments made through the ASA will be repaid.

Organisational structure

The current corporate structure of the Company consists of a Polish holding company, with three Polish subsidiaries.

The Company intends to re-organise its corporate structure, moving its holding company to an ultimate Swiss-incorporated global parent company, with a EU holding company incorporated in Germany sitting in between the Swiss parent company and existing Polish companies.

Please see the documents section for the current and planned organisational structure of the business.

The company is aiming to complete this ahead of their Series A raise next year and take on their Series A raise into the Swiss parent company. Existing shareholders will be moved to the Swiss parent company.

If the restructure of the business is completed before conversion of the convertible investment in this round, investors making up this round will convert into the Swiss holding company. If not, then investors will convert into the existing Polish holding company.

Outstanding debt

Please note the business has the following outstanding debt:

EUR 13,171.76 (PLN 60,000.00) private VAT bridge loan with an interest of 3% per year to be repaid on June 30.2021.

EUR 21,952.93 (PLN 100,000.00) private VAT bridge loan with an interest of 7% per year to be repaid on June 30.2021.

Loans will be repaid with VAT refunds (they were needed to cover VAT on large equipment purchases where the net amount was covered by a grant).

Funds raised as part of this round will not be use to repay existing debt.

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Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This webpage has been approved as a financial promotion by Seedrs Limited ("Seedrs"), which is authorised and regulated by the Financial Conduct Authority. It is not intended to be a promotion of any individual investment opportunity and is not an offer to the public. The summary information provided about investment opportunities on this webpage is intended solely to demonstrate the types of investments available on the Seedrs platform, and any investment decision should be made on the basis of the full campaign. Full campaigns are available to investors who have become authorised to invest on the Seedrs platform. All investment activities take place within the United Kingdom, and any person resident outside the United Kingdom should ensure that they are not subject to any local regulations before investing.

Seedrs does not make investment recommendations to you. No communications from Seedrs, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Seedrs does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Seedrs, you should consult a professional adviser.

Tax Relief (SEIS)

This business is eligible for SEIS relief - providing qualifying investors with income tax relief of 50% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Tax Relief (EIS)

This business is eligible for EIS relief - providing qualifying investors with income tax relief of 30% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Valuation (pre-money)

Valuation rounded from Convertible

This is the fully-diluted pre-money valuation of the business (i.e. before the new investment comes in and including issued options and other equity interests). In contrast, the post-money valuation is based on inclusion of the new investment in the value.

It is calculated as the pre-money valuation plus the amount of new investment. e.g. If Company A is ascribed a pre-money valuation of £1,200,000 by prospective investors investing £300,000, its post-money valuation is £1,500,000.

Pitch type

There are 5 types of investment pitch available on Seedrs.

  • Equity
  • Convertible
  • Fund
  • Cohort
  • Secondary

Investing in a convertible campaign allows you to invest today, with your investment converting into equity in the future, at a discount compared to other investors.

Learn more about pitch type on Seedrs

Equity Offered

The equity offered is the percentage of the company’s shares being issued in return for the amount of investment raised.

When the amount raised is less than 100%, the equity offered is based on the target raise. Once the company has raised over 100% it is based on the total raised.

In some scenarios, entrepreneurs may accept additional direct investment after closing their Seedrs campaign. Provided this is within 6 months of the closing and on the same terms, we do not typically offer pre-emption rights on that extra investment (where you have the opportunity to invest again to maintain your percentage shareholding).

Learn more about investing and pre-emption rights.

Seedrs nominee

This shows if you are able to choose, when making an investment, that you be represented by, and your shareholding be managed by, the Seedrs nominee.

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Custodian

If you invest in this Campaign, Seedrs will act as Custodian rather than provide our standard nominee service. This is due to the fact that the business is not directly involved in the share sale and Seedrs will not benefit from any rights under a shareholder agreement. As a result, Seedrs will handle administrative tasks as we do normally, but you will not have information or voting rights, updates from the business, preemption on future fundraising, or ongoing support about business trading activity.

Learn more about Custodian here

Secondary market

This shows if the business has opted-in or opted-out of allowing its shares to be bought and sold on the secondary market.

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Direct investment

This is an option to invest and hold shares 'directly' in the company (rather than via the Seedrs Nominee). This option is only available to those investing over the threshold amount, which is determined by the fundraising company.

If you choose to hold your shares directly, you will be responsible for any contractual or administrative arrangements with the company you are investing in.

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Payment options

We are not able to accept card payments for investments into this sector. You can pay for your investment by creating a bank transfer, using funds in your investment account or create a Pay by Bank payment. Your investment will only be completed once the funds have reached our account.

Business Involvement

This Campaign offers shares for sale in business that is not directly involved in this Campaign or the sale. As a result, the Campaign and post-investment experience, including investor rights, will differ from a business-led campaign on Seedrs. Most notably, the business will not engage with investors in the discussion forums both during and after the sale or provide any updates to investors.

Learn more here

Payment options

We are not able to accept Pay by Bank payments for investments into this sector. You can pay for your investment with a card payment, by creating a bank transfer or by using funds in your investment account. Your investment will only be completed once the funds have reached our account.

Drawdowns

This campaign offers the ability to pay for an investment by drawdowns.

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