- Management team holds decades of experience in aircraft manufacturing, aerospace engineering, rocket science, and more across companies such as General Motors, Boeing, NASA, and Virgin Hyperloop
- Memorandum of understanding (MOU) with VerdeGo Aero to supply its turn-key propulsion system solution including motors, batteries, battery management systems, generators, and turbine power heads
- Selected by Uber as Small Emerging Technology Company to display prototype of its autonomous, electric VTOL aircraft (MOBi-ONE) at Uber Elevate Summit 2018; presented a sub-scale model of aircraft at the 2018 North American International Auto Show in Detroit
- Design and utility patents pending for MOBi eVTOL aircraft
- 6Degrees Ventures led its $965k pre-seed round
- Total Amount Raised: US $337,790
- Total Round Size: US $8,070,000
- Seed :
- Minimum Investment: US $1,000 per investor
- : Preferred Equity
- US $25,000,000 :
- Side by Side Offering
Working closely with our potential customer, ASX has designed a Tilt-Wing VTOL aircraft that will transport up to 5 people with 100 lbs. of luggage within and between urban centers. Thus far, we have raised and invested over $950K in our pre-seed round, and we have accomplished the following:
- Designed and tested five sub-scale functional aircraft prototypes.
- Developed high-resolution controls simulations.
- Designed a full-scale aircraft system architecture for Mobi-ONE using off the shelf EV Tech.
- MOU with VerdeGo Aero for propulsion, and identified key system suppliers.
- Positioned an experienced leadership team from the automotive and aerospace industry to execute.
The funds raised from this round will be used to optimize our flight control system and build a full scale prototype by the fall of 2020. Upon demonstration of our full scale prototype, we expect that ASX will be able to raise the next round of capital required to lead the market with a simple, safe, and robust aircraft.
Employing lean design and automotive mass production infrastructure, we believe we will overwhelm the competition and lead the market in range, speed and cost. Join us in shaping the future of mobility!
Our MOBi-ONE aircraft design was inspired by the XC-142 designed, built, and tested in the 1960s. Our design merges the versatility of a helicopter and the speed and efficiency of an airplane. The key innovation of MOBi-One, which we've designed to be safe and reliable, is the use of Distributed Electric Propulsion (DEP) System. DEP provides for scale-free propulsion where electric motors provide high power to weight, efficiency, reliability, and compactness at different scales. Essentially, in its final form, we expect MOBi-One will feature redundant, digitally controlled vehicle thrust, and robust control throughout forward flight to hover with 4x cruise efficiency (lift/drag ratio) compared to helicopters.
ASX has a Memorandum of Understanding with VerdeGo Aero, a leader in hybrid-electric propulsion, to integrate a turn-key propulsion system that enables our aircraft to fly continuously without recharging, unlike purely electric platforms. MOBi-ONE will also feature tested autonomous flight controller and fly-by-wire technologies to automate stability, control, and operation. We plan to begin operations with a pilot onboard, and expect fully autonomous flight by 2030. With safety and mission assurance as our number one priority, MOBi-ONE will feature triple redundant system architecture and V/STOL capability so MOBI can land both vertically or conventionally in the event of an emergency.
Our plan is to offer air mobility-as-a-service (MaaS) to the public. In phase one, we will focus on connecting 15,000 underutilized community/regional airports with surrounding urban centers and suburbs. We plan to generate revenue by charging riders a fee via partnerships with ride hailing services. We plan to offer fractional ownership to individuals and fleet operators in an effort to establish a national network of aircraft. The fractional share price would cover a substantial portion of the bill-of-material cost of building the aircraft and reduce our capital expense. Fractional owners will receive a percentage of the net profit over the lifetime of the aircraft(s) as well as a reduced rate for personal use.
We expect to see a major build-out of additional SkyPorts to support take-off and landing operations (parking structures, building rooftops, empty mall parking lots). Our target customers include logistics companies for freight operations, fleet transportation companies, and individual riders. We expect to partner with major airlines once we achieve mass production beyond 2,500 aircraft. We welcome the opportunity to support U.S. and Allied military customers.
Several companies are developing e-VTOL solutions, with Joby, Bell, and Airbus among the most frequently cited in the press. Our key competitive advantages revolve around our mass production strategy and V/STOL configuration, which we believe will outperform our competition in speed, range, and cost. Our competitors are developing components from scratch, which are more costly to certify as they typically don't have operational history. By using off the shelf, tested components, we believe that the path to FAA certification will be shorter for ASX.
After 15 years of success, mass producing mission critical electronics for automotive, Jon started Detroit Aircraft in 2011 with a vision to leverage Detroit's industrial base and skilled labor to mass produce aircraft so all people could afford to fly privately. With over 15,000 community airports in the U.S., less than 1% or 150 airports are used by the mass traveling public. Classic 1% vs 99% dilemma.
We started small by building UAVs (drones) for emergency response and worked with one of the largest defense contractors in the U.S. to scale up. This relationship and our overall vision of autonomous air transport yielded customers and relationships which lead me to my co-founders, partners and team mates. We raised our first round of capital of $965,000 to do sub-scale and full scale development. Ultimately, we combed the globe for the best talent we could afford, and we are ready to scale up and unlock the airspace for everyone, everywhere.
Today, we have stood up an international team of dreamers, engineers, and technologists who are passionate about converging automotive mass production techniques and aerospace reliability with one goal, Private Air Mobility for Everyone - Democracy in air mobility. Join us!
- We are a participating startup in Starburst Aerospace, an accelerator that provides ongoing mentorship and access to its ecosystem of aerospace experts and potential sources of capital.
- We also completed Patriot Boot Camp Presented by Techstars, a 3-day intensive program for veteran entrepreneurs.
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
US $187,790 (under Reg CF only)
Investors who invest $100,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information.
Invest $1,000 and receive an exclusive ASX Swag Bag (Branded Hat & T-Shirt)
Invest $2,500 and receive an exclusive ASX Swag Bag and join bi-annual calls with founders for inside update.
Invest $5,000 and receive an exclusive ASX Swag Bag, bi-annual calls with founders for inside update, and a limited edition Mobi-One print by our Chief Designer, Camilo Pardo.
Invest $10,000 and receive an exclusive ASX Swag Bag, a customized Mobi-One painting by our Chief Designer Camilo Pardo, invitations to flight testing events, and VIP access to public product demonstration events.
Invest $25,000 and receive an exclusive ASX Swag Bag, a limited edition Mobi-One painting by our Chief Designer Camilo Pardo, invitations to flight testing events, VIP access to public product demonstration events, and most importantly 2.5% fractional share of Certified Aircraft SN 0031. 10 positions available.
Invest $50,000 and receive an exclusive ASX Swag Bag, a customized Mobi-One painting by our Chief Designer, Camilo Pardo, invitations to flight testing events, VIP access to public product demonstration events, and most importantly 5% fractional share of Certified Aircraft SN 0021. 10 positions available.
Invest $100,000 and receive an exclusive ASX Swag Bag, a customized Mobi-One painting by our Chief Designer, Camilo Pardo, invitations to flight testing events, VIP access to public product demonstration events, and most importantly 10% fractional share of Certified Aircraft SN 0011. 10 positions available.
Invest $250,000 and receive an exclusive ASX Swag Bag, invitations to flight testing events, VIP access to public product demonstration events, and most importantly 25% fractional share of Certified Aircraft SN 0001. 10 positions are available.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
The graph below illustrates theor the of Airspace Experience Technologies's prior rounds by year.
Airspace Experience Technologies, LLC DBA ASX (“the Company”) is a Michigan limited liability company that was founded in March of 2017 and is headquartered in Detroit, Michigan. The Company designs aircraft to move commuters and cargo between urban centers and airports.
As of December 31, 2018, the Company has not commenced full scale operations. The Company’s activities since inception have consisted of product and business development, and efforts to raise capital. Once the Company commences its planned full-scale operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Company’s plans or failing to profitably operate the business.
The Company recognized no operating revenue during the periods ended December 31, 2017 or December 31, 2018. The Company has incurred losses of approximately $464,331 for the financial year ending December 2017, and $927,906 for the financial year ending December 2018, which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product, and its ability to generate positive operational cash flow.
Prior to the founding of ASX and since 2011, Founder and CEO Jon Rimanelli has invested approximately $1.5 million of personal or family money into related research and development of smaller scale UAS. This R&D laid the foundation for ASX' MOBi-ONE passenger VTOL development program. The last $100,000 of investments from the Rimanelli Family Trust were included in the Convertible Note round, and directly supported the development program. In total, ASX raised $965,000 in the Convertible Note pre-seed round. The proceeds from the pre-seed round enabled achievement of a key milestone, which was to develop and flight test multiple 1/5th and 1/3rd sub-scale prototypes. In December 2018, the team successfully completed a sub-scale flight demonstration including takeoff, hover, tilt-wing transition, horizontal flight and landing. Achievement of this milestone represents the triggering event for the upcoming Series A round, anticipated in 2Q or 3Q 2019. Management has already socialized the Series A round with interested strategic investors and VCs.
Liquidity and Capital Resources
The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $300 in cash on hand as of February 28, 2019 which will be augmented by the Offering proceeds and used to execute our business strategy.
The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.
Our current burn rate fluctuates between $20,000 and $40,000 with the majority of our opex being payroll. The fluctuation is due to staying lean and utilizing part-time employees only when their expertise was required at certain points in the aircraft developmental process. For example, depending on the phase of development, we may have utilized our part-time aerospace engineer only 2 hours one month, then 40 hours the next month. The remainder of opex includes rent, utilities, leases on equipment, insurance, legal fees and travel expenses. Spikes in legal fees are often attributed to deadlines relating to patent filing requirements. Spikes in travel are attributed to speaking engagements or exhibits. As we close the crowdfunding seed round and Series A round, we anticipate growing the team to at least 20 personnel by mid-2019, which will increase overall payroll.
Capital Expenditures and Other Obligations
Management anticipates that the development and testing of the full-scale aircraft will require between $8 and $10 million. The amount raised in the crowdfunding seed round will determine the precise timing and size of the Series A and subsequent rounds. The achievement of a full-scale flight demonstration will be the triggering event for subsequent rounds, whose proceeds will support continued aircraft refinement, FAA certification, manufacturing and the roll out of the aircraft into service operation.
Our goal is to mass produce our VTOL and operate an air MaaS platform. We anticipate forming a JV with a Detroit-based contract manufacturer to minimize capex when we go into mass production. Once the aircraft are in service, additional opex items will include pilot salaries, additional insurance costs, energy costs and maintenance/repair/overhaul costs (primarily for motors and batters. Over the long-term, we recognize our duty to evaluate any and all potential or proposed exits in order to maximize value to our shareholders. We envision that upon completion of aircraft certification and perhaps just prior to (or coincident with) the launch of passenger service, market conditions may be conducive to a liquidity event. However, in that scenario, management envisions continuing to operate the platform.
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit B.
A recent in-depth analysis from Morgan Stanley Research stated"the market for autonomous flying cars — also known as eVTOL aircraft, air taxis or personal air vehicles — could amount to nearly $1.5 trillion by the year 2040." SparkCognition founder and CEO Amir Husain pegged the urban air mobility market at a potential $3 trillion, calling it "the largest new market in our lifetimes."
Our aircraft was designed not only to support Urban Air Taxi and airport shuttle services, but longer distance Intra-Urban routes up to 300 miles. In our modeling, we assume that we produce 2,500 of our aircraft by 2025, with a stretch goal of 15,000 by 2030. Conservatively targeting 2,000 in-service hours per aircraft with an average of 7 airport taxi riders per hour and an average rate of $75 per rider, our revenue potential is $2.5 billion annually. Our typical customers include middle income commuters and business travelers commuting between large metropolitan areas (e.g., downtown San Francisco to Palo Alto) and large commercial airports to the surrounding suburbs. Given the additional range afforded by our hybrid propulsion system, MOBI will be able to support regional destinations within 300 miles (e.g., connecting Houston, Austin and Dallas).
Our competitors include some of the most mature aerospace companies in the world, like Airbus, Boeing, Bell Helicopter, and others. While these competitors may seem impossible to compete against, we expect to out-perform them given our small size, agility, and mass production approach. These larger companies have exponentially higher overhead which will impact their Cost of Goods Sold(COGS) by at least 2x over our cost of goods sold. Our objective is to hit a COGS of less than $250,000 for pure electric, and $350,000 for hybrid configuration. Our competitors are looking at at least 2x that amount.
Many of Company’s contracts are understood to be contingent on the successful development and proof of concept of their plane. The Company’s plane is still in development, and the Company’s business depends almost entirely on its successful development and commercialization. The Company will require substantial additional development, testing, and potentially regulatory approval before it is able to commercialize its product effectively. This process may take many years and may require the expenditure of substantial resources beyond the proceeds raised in this offering. Accordingly, even if the Company is able to obtain the requisite financing to continue to fund the development of its products, it cannot guarantee that the plane or any other product candidates will be successfully developed or commercialized.
The Company’s sales cycle is long and may be unpredictable, which can result in variability of its financial performance. Additionally, long sales cycles may require the Company to incur high sales and marketing expenses with no assurance that a sale will result, which could adversely affect its profitability. The Company’s results of operations may fluctuate, in part, because of the resource-intensive nature of its sales efforts and the length and variability of the sales cycle. A sales cycle is the period between initial contact with a prospective customer and any sale of its product. The sales process involves educating customers about the Company’s products, participating in extended products evaluations and configuring the products to customer-specific needs. The length of the sales cycle, from initial contact with a customer to the execution of a purchase order, may take several months or years. During the sales cycle, the Company may expend significant time and money on sales and marketing activities or make other expenditures, all of which lower its operating margins, particularly if no sale occurs or if the sale is delayed as a result of extended qualification processes or delays. It is difficult to predict when, or even if, it will make a sale to a potential customer or if the Company can increase sales to existing customers. As a result, the Company may not recognize revenue from sales efforts for extended periods of time, or at all. The loss or delay of one or more large transactions in a quarter could impact its results of operations for that quarter and any future quarters for which revenue from that transaction is lost or delayed.
The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The air taxi market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.
The Company forecasts project aggressive growth post-raise. If its assumptions are wrong, and its projections regarding market penetration are too aggressive, its financial projections may overstate its viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
The amount of capital the Company is attempting to raise in this Offering is not enough to sustain the Company’s current business plan. The Company’s business model is capital intensive. In order to achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If the Company is not able to raise sufficient capital in the future, the Company will not be able to execute its business plan, its continued operations will be in jeopardy and it may be forced to cease operations and sell or otherwise transfer all or substantially all of its remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.
The Company is pre-revenue and may not be successful in its efforts to grow and monetize its product. It has limited operating capital and for the foreseeable future will be dependent upon its ability to finance operations from the sale of equity or other financing alternatives. There can be no assurance that the Company will be able to successfully raise operating capital. The failure to successfully raise operating capital, and the failure to effectively monetize its products, could result in bankruptcy or other event which would have a material adverse effect on the Company and the value of its shares. The Company has limited assets and financial resources, so such adverse event could put investors’ dollars at significant risk.
The Company’s cash position is relatively weak. The Company currently had only $38K in cash balances as of 10/31/18. This equates to 1 month of runway. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.
The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.
The Company has outstanding liabilities. The Company owes Nextronix $68,448.54 in remaining payments. The Company has stated that it intends to repay Nextronix upon closing of Reg D.
The Company relies heavily on their technology and intellectual property, but they may be unable to adequately or cost-effectively protect or enforce their intellectual property rights, thereby weakening their competitive position and increasing operating costs. To protect their rights in our services and technology, they rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. They also rely on laws pertaining to trademarks and domain names to protect the value of their corporate brands and reputation. Despite their efforts to protect their proprietary rights, unauthorized parties may copy aspects of their services or technology, obtain and use information, marks, or technology that they regard as proprietary, or otherwise violate or infringe their intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If they do not effectively protect their intellectual property, or if others independently develop substantially equivalent intellectual property, their competitive position could be weakened. Effectively policing the unauthorized use of their services and technology is time-consuming and costly, and the steps taken by them may not prevent misappropriation of their technology or other proprietary assets. The efforts they have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of their services, use similar marks or domain names, or obtain and use information, marks, or technology that they regard as proprietary. They may have to litigate to enforce their intellectual property rights, to protect their trade secrets, or to determine the validity and scope of others’ proprietary rights, which are sometimes not clear or may change. Litigation can be time consuming and expensive, and the outcome can be difficult to predict.
Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of the products can lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to our products (either voluntary or required by governmental authorities) and could result, in certain cases, in the removal of a product from the market. Any recall could result in significant costs as well as negative publicity that could reduce demand for our products. Personal injuries relating to the use of our products can also result in product liability claims being brought against us. In some circumstances, such adverse events could also cause delays in new product approvals. Similarly, negligence in performing our services can lead to injury or other adverse events.
The Company’s success is dependent on consumer adoption of air taxis, a relatively unproven market. The Company may incur substantial operating costs, particularly in sales and marketing and research and development, in attempting to develop these markets. If the market for the Company’s products develops more slowly than it expects, its growth may slow or stall, and its operating results would be harmed. The market for air taxis is still evolving, and the Company depends on continued growth of this market. It is uncertain whether the trend of adoption of air taxis that the Company has experienced in the past will continue in the future.
Governmental regulation and associated legal uncertainties may adversely affect the Company’s business. Many of the services that the Company offers are regulated by federal and state governments, and its ability to provide these services is and will continue to be affected by government regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies could require the Company to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on the business, results of operations and financial condition. In addition, its business strategy involves expansion into regions around the world, many of which have different legislation, regulatory environments, tax laws and levels of political stability. Compliance with foreign legal, regulatory or tax requirements will place demands on the Company’s time and resources, and it may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences.
The reviewing CPA has included a “going concern” note in the reviewed financials. In particular, the notes to the Financial Statements provide “The Company has incurred losses from inception of approximately $464,331 which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product, and its ability to generate positive operational cash flow. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.”
We have not prepared any audited financial statements. Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.
The Company has conducted the following transactions with related persons:
- During the year ended December 31, 2017, the Company assumed certain assets and liabilities from a related party, Detroit Aircraft Corporation (DAC), which resulted in the recognition of acquired technology in the amount of $283,495. The Company has determined that the acquired technology has an indefinite life that will be assessed for impairment and useful life going forward once the Company begins sale of their product. DAC and the Company are owned by the same party.
- Nextronix and the Company are owned by the same party. A loan from Nextronix has been included on the financial statements as a related party loan in the amount of $68,449 as of December 31, 2017. This loan has no stated interest rate per annum and no accrued interest outstanding as of December 31, 2017.
- A loan from the CEO has been included on the financial statements as a related party loan in the amount of $125,000 as of December 31, 2017. This loan has no stated interest rate per annum and no accrued interest outstanding as of December 31, 2017.
Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.
The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.
Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.
Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.
Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.
Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.
Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors") Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors"). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. ("SI Selections Fund"). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.
Frequently Asked Questions
A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.
The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.
Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.
Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Airspace Experience Technologies. Once Airspace Experience Technologies accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Airspace Experience Technologies in exchange for your securities. At that point, you will be a proud owner in Airspace Experience Technologies.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or passport
- ABA bank routing number and checking account number (typically found on a personal check or bank statement)
If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.
An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:
- If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
- If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.
Separately, Airspace Experience Technologies has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these securities. Right now Airspace Experience Technologies does not plan to list these securities on a national exchange or another secondary market. At some point Airspace Experience Technologies may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Airspace Experience Technologies either lists their securities on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is Airspace Experience Technologies's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the Airspace Experience Technologies's Form C. The Form C includes important details about Airspace Experience Technologies's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.