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Swiftmile is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 5.00% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet, Market Landscape sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by Swiftmile without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures. The contents below are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.

Est. Bike Sharing Market Size (2020)

$6.3 Billion

Percent of Car Trips Less Than Three Miles

50%

  • Current round being led by Verizon Ventures
  • Verizon Powerful Answers award winner (beat 1,500 companies from 78 countries); Accepted to Tech Plug and Plays mobility accelerator program, placed 2nd out of 800. Selected total of 20.
  • Current customers include Santa Clara Valley Transit Authority (10th-largest US transit authority)
  • Featured on multiple media outlets, including Fox, ABC, and NBC
  • Selected by Tech Plug and Play, on of the world's largest accelerators as part of their mobility class
  • Amount raised:  
  • Close date:  
  • Indicated Interest:  
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $4,000,000
  • Offering Type:   Side by Side Offering

Swiftmile manufactures Personal Electronic Transporter (PET) sharing systems for first and last mile commuters. We help cities, corporations, and universities ease congestion, decrease smog, and provide a clean and green alternative to autos.


Our eBikes are locked into our solar powered charging/docking system. Our app works as a “virtual Key” allowing users to locate a charging station then Tap, Rent, and Roll. The eBikes have a 40 mile range, speeds up to 20 mph, making them a bike in the eyes of the law (not a motorized vehicle), and therefore requiring no license or insurance special registration. All of our eBikes have microcomputers on them with GPS/Accelerometers, as do the solar charging stations. We collect data as the bikes move. When a user is done they get “fitbit” like data as a receipt showing time, distance, fuel saved, carbon offset, calories burned, and a map of their ride. We also share this data with the companies we partner with to show how many rides their employees are taking, how they are lowering their carbon footprint, and how healthy their employees are.

Pitch Deck

Product & Service

Swiftmile partners with best of breed eBike manufacturers to "share enable" fleets of eBikes that in turn fit into our locking/docking/charging stations. These fleets are sold or leased to corporations or hotels as a complete turn-key eBike sharing system. All of our eBikes and charging stations have microcomputers, GPS, and cellular radios that allow us to run diagnostics, manage maintenance, track inventory, and issue end user receipts through our app. We have utility patents pending for our system.

Media Mentions

The Team

Colin Roche

Founder, CEO

Colin Roche, in addition to being the company President and Chief Executive Office, is responsible for driving innovation and growth. The Swiftmile sales and marketing teams report directly to Colin. Colin brings extensive experience in product design, sales, and business development extending over a 20-year career. 

Colin’s first major success as an entrepreneur started with his founding of Pacific Writing Instruments, where he invented and designed a new writing instrument centered around ergonomics. He built this into a globally distributed brand carried in over 25 countries with retail distribution in over 30,000 retail locations. After successfully selling the company to a larger office supply company he joined Jiawei Solar as VP of Sales. With his direction he was able to guide the company through an IPO in 2011. After two other roles as a “C” level leader, in which he helped guide acquisitions, he founded Swiftmile, with the vision of helping solve congestion and pollution in our daily lives.

Keith Moravick

Co-founder, CTO

Keith Moravick, the company’s Chief Technology Officer, is responsible for managing the engineering and research and development arms of the company. Keith is the company’s senior technology leader and visionary. 

Keith began his professional career in 1992 where he worked as an Optical Engineer for Kaiser Aerospace. After working in the defense industry, Keith went to work for Spectra Physics as a Laser Engineer in the solid-state laser division. Keith and several colleagues from Spectra Physics went on to build Arcturus Engineering, a biotech start-up which was focused on applying laser technology to bio-medical applications. Because of high demand for his services, in 2007 Keith started his own consulting business focused on guiding engineering teams in medical device design, manufacturing, and IP generation. Keith earned a bachelor's degree in Physics with concentrations in electro-optics and mechanical design and holds more than a dozen US, EU, and WO Patents

Leandro Vera

Co-founder, COO

Leo Vera, the company’s Chief Operating and Financial Officer, is responsible for managing the customer service, supply-chain, finance, and operations departments. Leo leads Swiftmile operations with a strong financial background, along with proven executive and leadership experience. Leo commenced his working career at Coopers and Lybrand LLP in San Jose in the Audit practice in 1994 before turning to business consulting with the Deloitte Consulting Group in 1997 and then later with the IBM Business Consulting Group. Between 2006 and 2011, Leo worked as a Controller and Managing Director of a private engineering company in the aluminum industry with global responsibility for sales, R&D, manufacturing, and operations.

Leo commenced his career in the motion furniture industry in 2011, with responsibility for operations and finance for Santa Barbara-based Ergomotion as its COO and CFO. After growing the company to over $100MM in sales, taking over as its President and CEO, and later successfully selling the company to a strategic industry player, Leo co-founded Swiftmile along with Colin to embark on the important work of ushering in the Light Electric Age

Colin Roche

Founder, CEO

Colin Roche, in addition to being the company President and Chief Executive Office, is responsible for driving innovation and growth. The Swiftmile sales and marketing teams report directly to Colin. Colin brings extensive experience in product design, sales, and business development extending over a 20-year career. 

Colin’s first major success as an entrepreneur started with his founding of Pacific Writing Instruments, where he invented and designed a new writing instrument centered around ergonomics. He built this into a globally distributed brand carried in over 25 countries with retail distribution in over 30,000 retail locations. After successfully selling the company to a larger office supply company he joined Jiawei Solar as VP of Sales. With his direction he was able to guide the company through an IPO in 2011. After two other roles as a “C” level leader, in which he helped guide acquisitions, he founded Swiftmile, with the vision of helping solve congestion and pollution in our daily lives.

Keith Moravick

Co-founder, CTO

Keith Moravick, the company’s Chief Technology Officer, is responsible for managing the engineering and research and development arms of the company. Keith is the company’s senior technology leader and visionary. 

Keith began his professional career in 1992 where he worked as an Optical Engineer for Kaiser Aerospace. After working in the defense industry, Keith went to work for Spectra Physics as a Laser Engineer in the solid-state laser division. Keith and several colleagues from Spectra Physics went on to build Arcturus Engineering, a biotech start-up which was focused on applying laser technology to bio-medical applications. Because of high demand for his services, in 2007 Keith started his own consulting business focused on guiding engineering teams in medical device design, manufacturing, and IP generation. Keith earned a bachelor's degree in Physics with concentrations in electro-optics and mechanical design and holds more than a dozen US, EU, and WO Patents

Leandro Vera

Co-founder, COO

Leo Vera, the company’s Chief Operating and Financial Officer, is responsible for managing the customer service, supply-chain, finance, and operations departments. Leo leads Swiftmile operations with a strong financial background, along with proven executive and leadership experience. Leo commenced his working career at Coopers and Lybrand LLP in San Jose in the Audit practice in 1994 before turning to business consulting with the Deloitte Consulting Group in 1997 and then later with the IBM Business Consulting Group. Between 2006 and 2011, Leo worked as a Controller and Managing Director of a private engineering company in the aluminum industry with global responsibility for sales, R&D, manufacturing, and operations.

Leo commenced his career in the motion furniture industry in 2011, with responsibility for operations and finance for Santa Barbara-based Ergomotion as its COO and CFO. After growing the company to over $100MM in sales, taking over as its President and CEO, and later successfully selling the company to a strategic industry player, Leo co-founded Swiftmile along with Colin to embark on the important work of ushering in the Light Electric Age

Notable Advisors & Investors

Jamie D'Allessandro

Investor, Principal, Windy Hill Property Ventures

Leandro Vera

Investor, Co-founder, Swiftmile

verizon ventures

Investor, Corporate VC division of Verizon

Chris Hens

Investor, Principal, Teton Growth Partners

Alex Edelstein

Investor, CEO and CPO, The Fr8 Company

Scott Anschuetz

Investor, CEO and Founder, Visualize, Inc.

Martin Rawls-Meehan

Investor, CEO, Reverie

Plug And Play

Advisor, A global innovation platform for startups, corporations, and investors

Ajay Ramachandran

Advisor, Managing Partner, BootUp Capital

Curtis Mcdonald

Advisor, Venture Capitalist, High-Tech Gruenderfonds

Mukul Agarwal

Advisor, Founder, Hello Startups

Marco Ten Vaanholt

Advisor, Founder and President, BootUp

Q&A with the Founder

  • Describe competition overview, competitive advantage, and barriers to entry.
    Standard bike share (non-electric) operators: U.S. players Zagster, Social Bikes and Motivate. They all provide only standard bikes they manufacture and are geared towards large, city wide installations. Our locking/docking charging stations are built to adapt to a wide variety of eBike manufacturers we partner with, making ours a universal system, which we believe is a huge competitive advantage. We don’t have to target large installs which take years to close. We can deploy in small installations at corps, hotels, and universities. A barrier to entry is the development of the charging stations themselves. We have a 2 year lead because we started first with designing the whole connected charging system as opposed to the bike itself which all the others are caught up in. For the eBike, we partnered with a manufacturer upfront, letting them absorb the eBike cost. Going forward we can work with any eBike manufacturer to fit into our system. We believe this will allow us to take advantage of all of the innovation in the eBike world.
  • Describe market overview and customer pipeline.
    About 96 million people work within 10 miles of where they live, yet most drive and sit in traffic and congestion, which is getting worse in every major metropolitan market. Standard Bike share is taking off, today a $5.6 billion market, still gets low use rates because commuters don’t want to sweat. Our eBikes are the perfect fit. In addition, the eBike market is taking off also: it is a $15.6 billion market today. These are being seen as the ideal vehicle to fit into the sharing economy for short distance trips. Our pipeline includes: Tesla, Uber, Lockheed, Merck, Cisco, Stanford, West/Sheraton Hotel, Nest, Ford. We already have Google and the 10th largest transit authority as pilot customers.
  • What are the exit opportunities?
    Most likely an acquisition. Ford just acquired Chariot shuttles and did a 5 year agreement with Motivate (citi bikeshare, non electric). VW, GM, and BMW are all coming out with new eBikes that they are looking to become part of the multi-modal solutions set for transportation. In our opinion, it only makes sense that they would acquire a “sharing” system that could scale the use of these quickly. In China, Mobike just raised $215 million for their non-electric bike share system, Ovi bikes raised $100 mm. We believe they will want to expand into the U.S. It will be natural that these groups will want to also bring on eBikes into their offering. We have a jump on the market to deploy this now, ahead of others.
  • Give a description of business model and pricing.
    We are BaaS or Bikes as a Service. We charge a set-up and onboarding fee to install our turn-key eBike sharing system at corporations (to start). Past that, it's $100 month per bike for service/maintenance then we charge for usage. Whenever the bike is moving we charge. Works out to about $5/half hour. We retain all of the assets and depreciation.
  • What is the company’s customer acquisition or go-to-market strategy? Explain.
    To start, we will target corporations where we can deploy in small quantities to show the value and demand of our system, then upsell to our standard 28 eBike system. This method allows for a quicker sales cycle and allows us to prove value. Then we can increase our install base with each customer by adding more eBikes to the flock. We will then go after hotels, universities, cities, and dense housing developers.
  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    Side by Side Term Sheet

    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.


    Terms & DescriptionRegulation D - Rule 506(c)Regulation CF
    Investor TypesAccredited OnlyAccredited and Non-accredited
    Round descriptionSeedSeed
    Round sizeUS $750,000US $750,000
    Amount raisedUS $550,000US $68,900
    Minimum investment$20,000US $500
    Target minimumUS $200,000US $200,000
    Security typeCrowd NoteCrowd Note
    Conversion discount25.0%25.0%
    Valuation capUS $4,000,000US $4,000,000
    Interest rate8.0%8.0%
    Closing ConditionsThe Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $100,000 under the Regulation CF offering and a total of $200,000 under the Combined Offerings (the “Closing Amount”) by June 2, 2017, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $100,000 under the Regulation CF offering and a total of $200,000 under the Combined Offerings (the “Closing Amount”) by June 2, 2017, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.

    Prior Rounds

    The graph below illustrates the valuation cap or the pre-money valuation of Swiftmile's prior rounds by year.


    This chart does not represent guarantees of future valuation growth and/or declines.

    Pre-Seed

  • Round Size
    US $25,000
  • Close Date
    Jan 9, 2015
  • Security Type
    Convertible Note
  • Valuation Cap
    US $475,000
  • Pre-Seed

  • Round Size
    US $50,000
  • Close Date
    Oct 12, 2015
  • Security Type
    Convertible Note
  • Valuation Cap
    US $2,000,000
  • Pre-Seed

  • Round Size
    US $75,000
  • Close Date
    May 29, 2015
  • Security Type
    Convertible Note
  • Valuation Cap
    US $1,000,000
  • Financial Discussion

    Our financial statements can be found in Exhibit B to the Form C which is attached to this profile. The financial statements were reviewed by Artesian CPA, LLC.

    Financial Condition

    The following discussion includes information based on our unaudited operating data for 2017 and is subject to change once we complete our fiscal year, prepare our consolidated financial statements and our accountant completes a financial review of those statements.

    Results of Operations

    The company to date has focused on developing its business, include spending funds on research and development. The company is in the process of launching its initial pilot program and the historical revenues and expenses will not be indicative of the company’s future financial condition.

    The company’s net revenues for the year ended December 31, 2016 were $29,450, an increase of $9,023 from $20,427 in 2015. Net revenues consisted of mostly sales of personal electric transit solutions (e.g. eBikes). The company’s cost of revenue was $17,941 for the year ended December 31, 2016 and $19,714 for the year ended December 31, 2015. The company’s revenues were primarily derived from eBike and ultra light electric vehicle sales and the cost of net revenues relates to the cost of acquiring and deploying these units to customers.

    The company’s operating expenses consist of general and administrative cost, research and development, and sales and marketing. Operating expenses increased by 212% to $418,351 in December 31, 2016 from $134,135 in December 31, 2015.

    The primary components of this increase were due to costs associated with general and administrative expenses and research and development. The general and administrative costs increased 91% to $213,641, reflecting increases in wages, legal and professional fees. The company began investing in research and development in 2016, and the costs were $204,460. Research and development funds were used for the development of our hardware and software systems for the Swiftmile charging station, the app control, the backend system, and development of our proprietary eBike. However, during this period the costs associated with sales and marketing decreased 49% to $11,859.

    Other income and expenses primarily consist of competition income and competitions costs and interest expenses. The company had other income of $134,084 for the year ended December 31, 2016 and other expenses of $3,768 for the year ended December 31, 2105. The company’s other expenses in 2015 solely consisted of other interest expense of $3,768. The company also had an interest in expense of $11,916 in 2016; however, this amount was offset by the competition amounts. The company received $250,000 in 2016 from Verizon, for its third place finish in Verizon’s Powerful Answers Global Award. The award of $250,000 was classified as competition income and the $104,000 for costs related to this competition, which were primarily personnel costs, were recorded as competition expenses.

    Since the end of the period covered by the financial statements, we have raised $125,000 to support the completion of development of hardware and software to support a rollout of our share system to various customers in the Bay Area.

    Plan of Operations and Milestones

    We are not yet operational. We have established the following milestones in our plan of operations:

    • Early in the second quarter this year, we plan to close our seed round (this offering and our concurrent offerings under Regulation D).
    • By the end of the second quarter, we plan to launch our pilot program in the Bay Area to key accounts.
    • In the second half of 2016, we plan to launch a Series A round of financing for scalability of business.

    Liquidity and Capital Resources; Future Trends

    To date, the company has not made any profits and is still a “development stage company.” While some financial resources have come from sales, sales only provide a fraction of the money needed to operate the company, and profits are not likely for some time. The company has recorded losses from the time of inception in the total amount of $552,486.

    The company was originally capitalized by the founders and through the sale of convertible promissory notes and a SAFE note. The principal amount and accrued interest of notes outstanding as of December 31, 2016 was $462,975. The company had cash on hand in the amount of $88,776 at December 31, 2016. In February 2017, the company received $125,000 from the sale of convertible promissory notes. Notwithstanding capital expenditures, currently, we estimate our burn rate (net cash out) to be on average $30,000 per month.

    The company is beginning a pilot project in the Bay Area. The company estimates that the capital expenditure needed for the project is $250,000 and to cover ongoing expenses. In the event it does not raise sufficient funds from this offering, the company will seek alternative sources of financing including through accredited investors. In addition, the company intends to begin a Series A round of financing in the second half of this year.

    Indebtedness

    The founders and officers of the company advanced funds to the company to fund its operations in the period since inception. The advances do not bear interest and are considered payable on demand. The company currently does not owe any money to its officers.

    In January 2015, the company entered into an auto financing arrangement for $37,234. The loan calls for monthly payments of $727 for 61 months, maturing on February 2020, with an interest rate of 6.29%. The balance due on the loan as of December 31, 2016 was $25,303.

    Recent Offerings of Securities

    We have made the following issuances of securities since inception:

    • On January 9, 2015, we granted a $25,000 SAFE note in reliance on Section 4(a)(2) of the Securities Act, for consideration of $25,000. The proceeds of this offering were used for market testing.
    • In May 2015, we granted a series of convertible promissory notes valued at $75,000 in reliance on Section 4(a)(2) of the Securities Act, for consideration of $75,000. The proceeds of this offering were used for additional market testing and general operating expenses of the business.
    • On August 18, 2016, we sold 1,200,000 common shares to our CTO, Keith Movarick in reliance on Section 4(a)(2) of the Securities Act, for consideration of his services to the company and a nominal amount of $1,200.
    • On October 19, 2015, we granted a $50,000 convertible promissory notes in reliance on Section 4(a)(2) of the Securities Act, for consideration of $50,000. The proceeds of this offering were used for general operating expenses of the business.
    • On October 20, 2016 we granted 151.834 shares of Common Stock to BootUp Capital I, L.P. in reliance on Section 4(a)(2) of the Securities Act, for consideration of $151.83 and their advisory services. The proceeds of this offering were used for general business purposes.
    • On October 26, 2016, as part of this seed round of financing, the company issued a $250,000 convertible promissory note in reliance on Section 4(a)(2) of the Securities Act, for consideration of $250,000. The proceeds of this offering were used for development of the share-system hardware and software.
    • On November 3, 2016, we sold 37,958 common shares in reliance on Section 4(a)(2) of the Securities Act, for consideration of legal services to the company and a nominal amount of $37.96.
    • On November 14, 2016, we sold 180,000 common shares in reliance on Section 4(a)(2) of the Securities Act, for consideration of $180.00 and services to the company. The proceeds of this offering were used for general business purposes.
    • On November 20, 2016, as part of this seed round of financing, the company issued a $50,000 convertible promissory note to our Chief Operating and Financial Officer Leo Vera in reliance on Section 4(a)(2) of the Securities Act, for consideration of $50,000. The proceeds of this offering were used for the development of the Swiftmile charging station hardware.
    • In February 2017, as part of this seed round of financing, we granted three convertible promissory notes for a total of $125,000 in reliance on Section 4(a)(2) of the Securities Act, for consideration of $125,000. The proceeds of this offering were used for development of the share-system hardware and software.

    Valuation

    Along with input from its shareholders, t​he company determined the valuation cap, discount, and interest rate of the Crowd Notes in this offering internally based on its own assessment of the company's current and future value, as well as relative risk for investors investing in similarly situated companies. The Crowd Notes may convert to equity securities of the company ​in the future if the company engages in future equity financings. At that time, the valuation of the company will be determined through negotiations with prospective investors. Those prospective investors may determine the value of the company through one or multiple methods which include:

    Liquidation Value — The amount for which the assets of the ​company can be sold, minus the liabilities owed​;

    Book Value — This is based on analysis of the ​company’s financial statements, usually looking at the ​company’s balance​ sheet; and

    Earnings Approach — This is based on what the prospective investor will pay (the present value) for what the prospective investor expects to obtain in the future.

    Market Landscape

    The bike sharing market is set to grow according to new research reported by Roland Berger, London-based strategy consultants. That report indicates that the sector is likely to be worth €5.3 billion (that's US$6.3 billion) by 2020. According to leading bike-sharing consultancy MetroBike, 855 cities across the globe had bike-sharing systems in 2014. That's compared to 703 one year earlier in 2013, and only 11 cities a decade earlier in 2004.

    Firms have also forecast the increased use of eBikes. Navigant Research, for example, predicted that the global e-bike market is well-positioned for continued growth, based in part on the conclusion that electric bicycles (e-bikes) continue to be one of the highest selling electric vehicles on the planet, with nearly 35 million unit sales in 2016.

    Risks and Disclosures

    We are selling convertible notes that will convert into shares or result in payment in limited circumstances, and in certain circumstances only at the option of the company. These notes do not have a maturity date and only convert or result in payment in limited circumstances.  If there is a merger, buyout or other corporate transaction that occurs before a qualified equity financing, investors will receive a payment of the greater of two times their purchase price or the amount of preferred shares they would have been able to purchase using the valuation cap.  If there is a qualified equity financing (and only a financing using preferred shares will count for this purpose), the conversion price will be set for conversion into non-voting shares of a to-be-determined class of preferred stock. Only major investors will have their notes converted at this time, notes held by non-major investors will only convert at the sole discretion of the company or in the event of subsequent corporate transaction. Further, the notes convert at a discount of 25%, or based on a valuation cap meaning investors would be rewarded for taking on early risk compared to later investors. But you won’t know how much your investment is worth until that happens. The outside investors at the time of conversion, if any, might value the company at an amount well below the $4 million valuation cap, so you should not view the $4 million as being an indication of the company’s value. Further the interest on the notes is accrued interest, therefore you will not be paid interest payments on these notes.  If you choose to invest, you should be prepared that your notes will never convert and will have no value. 

    It is unclear how the Crowd Note would be interpreted by a court if we were forced into litigation. We are using Crowd Notes in this offering. Crowd Notes are designed to offer equity in the company at a future date when specified conditions occur and Crowd Notes for certain investors only convert at the sole discretion of the company. It is unclear how a court or arbitrator would interpret the provisions of the Crowd Note. Should we be forced to litigate the terms of the Crowd Note, it is possible that a court or arbitrator would not interpret the note as we do, thereby impacting the terms of the investment and possibly providing greater rights to some investors and lesser rights to others.

    We have not assessed the tax implications of using the Crowd Note. The Crowd Note is a type of debt security that does not include a set maturity date. As such, there has been inconsistent treatment under state and federal tax law as to whether the Crowd Note can be considered a debt of the company, or the issuance of equity. Investors should consult their tax advisers.

    Any valuation at this stage is difficult to assess. 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.

    The Crowd Note contains dispute resolution provisions which limit your ability to bring class action lawsuits or seek remedy on a class basis. By purchasing a Crowd Note this offering, you agree to be bound by the dispute resolution provisions found in Section 6.  Those provisions apply to claims regarding this offering, the Crowd Notes and possibly to the underlying securities of the Crowd Note. Under those provisions, disputes under the Crowd Note will be resolved in arbitration conducted in Delaware.  Further, those provisions may limit your ability to bring class action lawsuits or similarly seek remedy on a class basis. 

    You may have limited rights. The company has not yet authorized Preferred Stock, and there is no way to know what voting rights those securities will have. In addition, investors who are considered a non-major investor under the terms of the notes offered, and therefore you will receive shares of a Shadow Series with certain limited rights. Shadow Series shareholders may receive a different liquidation preference, may not have voting rights, and will receive quarterly business updates by the company but may be limited in other information and inspection rights.

    We have a small management team. We depend on the skills and experience of Colin, Leo and Keith. Our ability to raise sufficient capital may have an impact on our ability to attract and hire the right talent.

    The company is controlled by its officers and directors. The company’s officers and directors currently hold 95% of the company’s voting stock, and at the conclusion of this offering will continue to hold this same percentage of the company’s common stock. Investors in this offering will not have the ability to control a vote by the shareholders or the board of directors.

    This is a brand-new company. It has a limited operating history, only a few clients, and has only received limited revenues to date. If you are investing in this company, it’s because you think this is a good idea, that Colin, Leo and Keith can execute it better than the competition, have created a product that has enough leeway ahead of their competitors to gain traction and needed locations and that they can price it right and sign enough users and corporate and community partners that the company will succeed.

    We are targeting a new and unproven segment within the “bike” sharing market and our competitors may have more resources than us. Targeting a new and unproven segment introduces unknowns, such as customer adoption. We will only succeed (and you will only make money) if there is sufficient demand for this service, people think it is a better option than the competition and other alternatives (e.g., walking and alternative modes of transportation) and we have priced the services at a level that allows the company to make a profit and still attract business. Additionally, competitors may replicate our business ideas and produce directly competing products. These competitors may be better capitalized than us, which would give them a significant advantage.

    We could have potential regulatory issues. To date, we have been focused on California, where a recent law clarified that eBikes will not have the same registration, licensing and insurance requirements as motor vehicles. Not all jurisdictions provide eBikes this regulatory certainty and certain jurisdictions currently prohibit the use of eBikes and other forms of electronic transportation or impose registration and licensing requirements. Without changes in the law this restrictions may limit our potential target market.

    We are reliant on one manufacturer for our docking system and one manufacturer for our proprietary eBike. Currently, we are working with one manufacturer to supply our docking system. The same is also true for the sourcing of our proprietary eBike. We are working on dual-sourcing manufacturers to mitigate this risk. We also own the designs on our product and the customizations to the eBike, which will facilitate our dual-sourcing efforts. However, and until that point, should we be forced to switch manufacturers, this could impact our ability to manufacture our systems in a costly and time efficient manner.

    The company will likely need more money. The company might not sell enough notes to meet its operating needs and fulfill its plans, in which case it may cease operating, which could lead to the total loss of your investment. Even if it sells all the common stock it’s offering now, it will probably need to raise more funds in the future, and if it can’t get them, the business could fail. Even if it does make a successful offering in the future, the terms of that offering might result in your investment in the company being valued less, because later investors might get better terms and the issuance of additional shares may dilute your proportional ownership.

    The auditor has included a “going concern” note in the reviewed financials. We may not have enough funds to sustain the business until it becomes profitable. Even if we raise funds through a crowdfunding round, we may not accurately anticipate how quickly we may use the funds and if it is sufficient to bring the business to profitability.

    You can’t easily resell the securities. There are restrictions on how you can resell your securities for the next year. More importantly, there is no market for these securities, and there might never be one. It’s unlikely that the company will ever go public or get acquired by a bigger company. That means the money you paid for these securities could be tied up for a long time.

    General Risks and Disclosures

    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.

    Swiftmile's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, 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.

    Download Swiftmile's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    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.


    What is a Form C?

    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.


    What is Rule 506(c) under Regulation D?

    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.


    What is Reg CF?

    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 shares, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in Swiftmile
    How does investing work?

    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 Swiftmile. Once Swiftmile accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Swiftmile in exchange for your shares. At that point, you will be a proud owner in Swiftmile.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or government-issued identification
    5. 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.


    What is a Crowd Note?

    The Crowd Note is a security which allows crowd investors to largely realize the same economic benefit traditional investors have historically received when investing in startups. For a convertible note round, investors under $20,000 will have their investment convert into preferred equity at liquidity event, locking in a share price at a discount to the next priced round, and will have an interest rate on their investment. Investors investing $20,000 and over will convert into preferred equity at the subsequent priced round at a discount to that priced round and will have an interest rate on their investment. For a priced round, investors under $20,000 will have their investment convert into preferred equity at a liquidity event, locking in the share price of the current round.


    How much can I invest?

    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, Swiftmile has set a minimum investment amount of US $500.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own shares 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:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. 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.


    How can I sell my shares in the future?

    Currently there is no market or liquidity for these shares. Right now Swiftmile does not plan to list these shares on a national exchange or another secondary market. At some point Swiftmile 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 Swiftmile either lists their shares on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    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.


    Other General Questions
    What is this page about?

    This is Swiftmile'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 Swiftmile's Form C. The Form C includes important details about Swiftmile's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    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 shares have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, let SeedInvest know by emailing cancellations@seedinvest.com. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.


    What if I change my mind about investing?

    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 shares 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 email us at cancellations@seedinvest.com. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.