investment thesis

ROI modeled, risks disclosed,
exits mapped.

Invest now to capitalize on the $3.5T market anomaly.

ask. we win

No doubts. Billion-scale facts. Invest.

  • Because this round decides who controls a multi-billion-dollar financial rail.
  • Because based on already signed institutional demand, this model reaches full-scale economics within 3–4 years.
  • Because verified LTV/CAC models show €5M scaling to €3.5B, with business LTV of €7,584 (fiat) + €7,431 (crypto) at CAC €234.50. Full model is in the Data Room.
  • Because $5M for 5% puts us at $100M post money today and our growth model projects unicorn range in the next raise.
  • Because the $3.5T market anomaly is ripe and no one else is harvesting.
  • Because only 0.0045% of all businesses accept crypto while the market cap exceeds $3.5T creating a pressure gap ready for a phase shift.

Because we monetize the rails, not the first users. Infrastructure yield starts the moment licenses activate, with locked-in demand from pre-signed institutional clients. This is not delay, it is design. Once live, value flows by default. Revenue is released, not built.

€5M entry projects to €3.5B value at base case over 5 years. P/E 25, IRR 80%+, ROI ×700, all modeled with conservative churn, CAC, and adoption stress-tests. ROI is based on 20,000 businesses and 1.2M individuals with business LTV €7,584 (fiat) + €7,431 (crypto) at CAC €234.50 and individual LTV €81.10 (fiat) + €25,985 at CAC €10.9. B2B accounts for €1B of the €3.5B, with each client generating €15K over 5 years. B2C accounts for €2.5B, driven by high-frequency, low-CAC adoption. Fully detailed in the Data Room.

Input data:

  • Investment: €5M
  • Equity share: 5%
  • Post-money valuation: €100M
  • Net profit over 5 years (public model): €2.5B
  • Net profit over 5 years (including NDA components): €3.5B
  • Implied market valuation based on P/E
  • P/E = 25*
  • Exit strategy: sale of shares, buyout, IPO, etc.
  • For calculation purposes, we assume the net profit is zero for years 1–4, and the entire €3.5B net profit occurs in year 5.

*The real P/E (Price-to-Earnings ratio) range for profitable fintech companies:

We model exit multiples conservatively. Comparable fintech companies (Visa, Mastercard, PayPal) trade at P/E 20 to 35. We use P/E 25 to estimate market-cap upside but show full ROI range from P/E 1 to 25.

I. ROI = Return On Investment / Investment, P/E = 1

  • ROI public model:
    1. 5% = 1.5B / 100 × 5 = 75M
    2. ROI = 75 / 5 = 15x
  • ROI with NDA components:
    1. 5% = 3.5B / 100 × 5 = 175M
    2. ROI = 175 / 5 = 35x

II. P/E = Market capitalization / Annual net profit = 25

  • ROI public model:
    1. Market cap = 25 × €1.5B = €37.5B
    2. The new value of your equity stake: €37.5B / 100 × 5 = €1.875B
    3. ROI = 1.875B / 5M = 375x
  • ROI with NDA components:
    1. Market cap = 25 × €3.5B = €87.5B
    2. The new value of your equity stake: €87.5B / 100 × 5 = €4.375B
    3. ROI = 4.375B / 5M = 875x

III. IRR (Internal Rate of Return)

  • IRR(5 years)
    1. r × 100%: ROI / (1 + r)5 - Investment = 0
    2. (1 + r)5 = ROI / Investment
    3. r = \( \sqrt[5]{\text{ROI / Investment}} \) - 1
  • IRR public model €5M → €75M:
    1. €5M → €75M
    2. r = \( \sqrt[5]{\text{75M / 5M}} \) - 1 = 0.72
    3. IRR = 0.72 × 100% = 72%
  • IRR with NDA components:
    1. €5M → €175M
    2. r = \( \sqrt[5]{\text{175M / 5M}} \) - 1 = 1.036
    3. IRR = 1.036 × 100% = 103.6%

Under base case, €10K grows to €100K–€1.2M in 5 years, with downside secured by licensed infrastructure and proprietary IP.


These figures represent the modeled gross return amounts before taxes and other expenses, based on internal assumptions and projections.

Commit €10K today. The SEC-regulated Wefunder platform escrows your funds until the round closes. Your SAFE converts at the next priced round. Optional secondary liquidity is targeted in 18–24 months, subject to investor demand and pre-approved buyers in the fintech and venture markets. Modeled IRR ranges from 80% to 200% depending on entry stage and market conditions. Strategic M&A or IPO exits are projected within 5–7 years, following precedent deals such as Plaid at $5.3B, iZettle at $2.2B, and Currencycloud at $1B.

You join early through a SAFE. No fixed exit date but eight strategies are ready. Liquidity in 18 months is possible with strategic or institutional interest. Full details and modeled returns are in the Data Room. When the exit comes you choose to stay or cash out.

€3.5B profit over 5 years. B2B accounts for €1B, B2C for €3.5B, both proven at half LTV and double CAC stress-tests. IRR north of 70% annually on base case scale. The model compounds without cost spikes and margins stay intact even at 10× volume. An extra €1B yield sits under NDA, sourced from regulated institutional flows and high-volume corridors we control. Even without it, the economics are a fund maker. No ads. No burn. No noise. This is not a neobank. It is financial infrastructure that compounds capital and pays out with scale.

The model fires at just 1.2M users and 20K businesses. That alone delivers €3.5B profit on ultra-conservative, already stress-tested metrics. No inflated funnels. No weak margins. Verified scale and yield. LTV/CAC ratios stand even at 50% lower LTV and 2× CAC. This scale is projected within 3–4 years of launch without Big Tech-level marketing spend. The complete acquisition model is available in the Data Room for review. NDA unlocks the rest.

Customer lifetime averages 5 years for B2B and 2 years for B2C. CAC remains stable at scale based on acquisition model data. B2B crypto yield shown at 20% of full potential to reflect conservative adoption pacing.


Annualized ROI = \( \sqrt[t]{\text{LTV / CAC}} \)- 1
Annualized ROI represents the average annual return on CAC investment over the customer lifetime. B2C ROI reflects high-frequency, low-cost user adoption. B2B ROI reflects stable, high-value institutional retention.


Retention locks in multi-year yield. B2B alone generates €15K profit per client over 5 years. Even at 10% of forecast volume and with LTV halved plus CAC doubled, payback remains under 3 months. These metrics are fully backed by the acquisition model in the Data Room and have been stress tested for scale without margin erosion.

At scale, B2B delivers 64x LTV/CAC, B2C reaches up to 2000x, both with payback under 3 months. Numbers already stress-tested at half LTV and double CAC. Based on a strict behavioral model with zero optimism. No banks. No governments. No outside flows. Yet. When they connect, it compounds. When they adopt, it stabilizes. This is reserve-grade infrastructure. Data room shows why.

Control the Coin — control the flow. Businesses cannot function without it. Demand rises with every sale. Coins lock, unlock, and pay rent in Token every time they move. Value compounds relentlessly. Outside, Wrapped Coin replaces USDT with a €1 floor, institutional security, and full compliance. Leaving means losing yield, upside, and paying to walk away. Holding is cash flow without risk.

We can peg to anything including the dollar, euro, and pound. Euro comes first. Fastest launch under MiCA. Cleanest compliance. No delays. No noise. Nostro mints any pair on demand. Dollar follows. The peg is irrelevant. The system is the value.

Inside Nostro, every transaction is clean, regulated, bank-grade. Outside, Wrapped Coin moves like BTC or USDT. Reentry triggers hard AML/CFT at the protocol level. Every move is traceable, tied to verified IDs inside. Compliance here is a moat, not a burden.

Most crypto users want usability, not anonymity. The market fails because businesses do not accept crypto. We fix that. Inside Nostro: full compliance. Outside: full freedom. Both are compatible. It is a bridge, not a cage. No KYC, no limits, unless you come back in. At the gate, compliance locks. We separate freedom from risk. That is architecture.

Nothing changes. Coins earn without sale. Transactions unlock yield. Demand drives price, not hype. Every Coin in play is backed at par. You win without exit.

We hold 50% of the total supply. None enters below €1. Circulating: 1:1 fiat-backed. Unreleased: protocol-locked from entering below par. Rules enforced by immutable smart contracts. Held supply settles deals, earns fees, and never dilutes. Architecture is the proof.

It can’t. Protocol locks the €1 floor. Price can rise, never fall. Yield comes from utility, not speculation. Holding is collateral that pays. Not exposed to volatility and risk.

Retention compounds yield. Exit kills it. No fees. No acquiring. No spread. Just net margin. Amazon moves €1.36B a day through cards. At 1.5% fees, €7.47B leaks yearly to Visa and Mastercard. With Nostro, zero leak. At least 0.2% cashback adds another €1B yield every year. Staying captures €8.47B. Same for Walmart and other giants, billions more retained. Exit means paying fees and losing yield. Staying means capturing the upside. Inside is margin, yield, scale. Outside is cost, loss, regret. Nostro does not lock. It makes leaving irrational.

Demand will not stop. But even if it did, the floor holds. Yield pauses. No dilution. No collapse. The anomaly is that businesses do not use crypto. Nostro starts the correction. First money. Then the full economy: markets, capital, production, governments. If usage slows, growth pauses. When it returns, yield returns. Holding stays safe. Earnings restart with motion. Protocol equity with a heartbeat.

They can’t. Nostro builds the rails others run on. No custody risk. No processors. Licensed: SBL, EMI, crypto, PCI DSS. Regulatory barriers lock out fast followers. Zero fees inside. Exit costs kill churn. Retention is hardcoded. Revolut depends on commissions. We erase them. JPMorgan defends the status quo. We punch it out and take the margin. Crypto chases pumps. We make it run commerce. Nostro delivers real yield into real economy flows. First live rails for sovereign markets and real-world goods.

They won’t win. They see just a corner piece of the puzzle. We see the whole picture. Copying Nostro means losing years and burning millions before the first returns. We scale while others burn on weaker copies. Licensed rails merge custody, embedded yield, fiat and crypto clearing. Each onboarded bank is a distribution supernode bringing users, businesses and liquidity. Switching costs years and millions, locking them in. Each adds €500M in annual volume and €15–25M in recurring revenue. With only a few hundred banks in the EU, once they are in the market closes. We built the protocol. They can plug in or chase ghosts. Copycats raise next. Nostro raises now.

Big Money had a front-row seat to a $3.5 trillion crypto expansion and still built nothing like Nostro. They had capital, brand, and regulators on speed dial yet did nothing to fix the anomaly. They turned crypto into brokerage collateral and blocked merchant payments, chasing only fees and token pumps. Matching Nostro means killing billions in acquiring revenue and rebuilding payment rails from scratch, losing market share while doing it. That is not caution. That is structural paralysis. Nostro moves first, scales first, and locks first. Winners take the market. Followers pay to use it.

yield that talks

Real opportunity. This is why you invest.

Total profit forecast, 5 years, €3.5B.

They give us a market anomaly. We turn it to advantage. This chart captures the conservative upside from Nostro’s core revenue architecture over 5 years. It includes system-locked liquidity, Coin leasing, token withdrawals, blockchain issuance fees, and fiat overnight flows. It excludes additional income streams like premium access, traditional banking services, and other hard-to-model sources. No leverage. No lending. No risk. Just €3.5B already in sight.

Nostro Token. Open €2B returns, 5 years.

Returns are mapped. The engine stays hidden. This chart reflects the €2B upside unlocked by the Nostro Token over five years. It is driven by structured issuance, circular re-use, and system-based cashback. The formula behind it is proprietary, optimized, and closed. Investors don’t need to guess. They just need to be in.

5-year forecast: €16B Nostro Coin issuance & operating profit.

€16B under Nostro’s control. Not a valuation. Real fiat. Half of every Nostro Coin issuance is sold at auction. The other half stays in the system, held by us. This structure gives us power over supply, leverage over price, and full control over liquidity. It is fully modeled, internally validated, and ready to launch. All powered by the structured issuance of Nostro Coin.

5-year forecast: $1.5B from Nostro Funds Rate

Nostro Coins generate €1.5B in structured income. Fully modeled. Fully liquid. They are leased across the ecosystem to provide commercial transactions. NFR applies to the inner circle. NDR to the outer circle. These are programmable rates designed as digital equivalents of Fed interest rates.
Not only Nostro earns.
Any holder can lease their coins through the protocol and collect yield. Profits are shared. Liquidity compounds inside the system. The model scales as adoption grows. More users. More locked value. More yield.
No lending. No liquidation. No impermanent loss.
Unlike liquidity pools, this model is risk-free, predictable, and built for scale. Exit is always available. Staying earns more.
This is not DeFi. This is next-gen fiat-n-crypto monetary infrastructure and the future standard.

5-year profit forecast, Coins issued by blockchain participants.

Banks don’t ask for permission. They join the chain and issue their own fiat-backed Coins.
We take 3 percent of every Coin in circulation. Automatically. Programmatically.
It works with GBP, USD, CAD, JPY, or any national currency. Each Coin stays local. But every transaction flows through our layer. They tokenize to digitize. Businesses grow. We monetize the flow.
We don’t compete with fiat. We monetize its digital future. Nostro is not a currency. It is cross-border infrastructure for regulated money. Central banks can use it even for reserves. Profit comes from circulation, not speculation.

5 years of exit yield, N-Coin and N-Token withdrawals.

Withdrawals are allowed. But they are never smart. N-Coin holds its nominal value, but brings no upside on exit. That is why it stays inside. It is not locked by force, but by design. Liquidity remains where it earns the most.
N-Token can be withdrawn. Some businesses exit the ecosystem to pay taxes, since legacy governments still refuse to accept even stable crypto.
That’s when we earn.
The system is balanced. Coin stays. Token flows. Every exit pays.
No tricks. Just math.
Retention is built in. Profit is programmed.
And the longer users stay inside, the more we compound.

5 year profit forecast, personal and business crypto accounts.

BTC, ETH, stablecoins. We don’t issue them. We custody them, regulate them, and charge for the rails.
Nostro offers personal and business crypto accounts with full KYC, seamless conversion, and licensed custody.
While others speculate, we provide structure. While others hold, we earn.
Every incoming crypto flow is a monetized entry. Every outgoing one is a fee-based exit. The coins are theirs. The yield is ours.
This is how we turn decentralized assets into centralized profit.

Banking legacy. Personal and business checking accounts 5 year profit forecast.

SEPA, SWIFT, IBAN, plastic cards. Everyone offers them.
In Nostro, they work differently.
Every fiat transaction, such as transfers, withdrawals, or currency exchanges, is recorded on-chain with permissioned visibility alongside crypto flows. This enables real-time analytics, full auditability, and embedded revenue mechanics.
Clients do not need to use crypto to generate system value.
Profit is structured. Tracking is protected. Integration is complete.

Money never sleeps. Fiat overnight loans 5 year profit forecast.

System liquidity never rests. Overnight fiat reserves, including both direct deposits and funds received from N-Coin issuance, are placed into short-term interbank instruments known as overnight loans.
These generate margin without lending, leverage, or counterparty exposure on Nostro’s side.
More transactional activity leads to more N-Coin issuance. More issuance means more fiat. More fiat means larger overnight flows and higher passive income.
Funds remain available at all times.
Profit builds quietly, night after night.

roadmap. execution unlocked

The roadmap isn’t a vision.
It’s profit in motion.

Foundation built

Core milestones

  • N-Coin / N-Token split, core rails, incentives
  • Company registered, Wefunder acceptance, SAFE ready
  • €3.5B profit model validated
  • EU compliance mapped
  • Investor funnel 10K individuals, 3.5K VC firms
  • €60–65K early buyers committed

Financial & traction goals

  • Foundation complete before capital
  • Core IT team assembled

We have done everything that can be done before the money.

Concept

  • N-Coin and N-Token split designed. Core rails and holding incentives developed.

Legal & structure

  • Company registered. Bank account opened. Accepted by Wefunder, the leading US crowdfunding platform, after full legal and structural review. Carta cap table live. SAFE structure prepared. Draft share purchase agreement ready.

Market & economics

  • Market mapped. €3.5B profit model validated by conservative assumptions. Competition cleared. Only Nostro passes the 5-point test.

Regulation

  • EU financial regulation mapped. Compliant by design.

Traction & community

  • Investor funnel built: 10,000 individuals and 3,500 VC firms in database. Community traction established with 1,300+ early followers. Website launched. First buyers secured with €60–65K committed to N-Coin at launch.

Team

  • Core IT team assembled: system architect / backend, UI designer, frontend developer.
Show details

Fundraising

Core milestones

  • €5M raise at €100M valuation
    • €1.5M core rails
    • €1.8M licensing & compliance
    • €0.8M team hires
    • €0.9M market entry
  • Rolling closes. Funds unlocked by progress
  • First close €75K: prototype ignition
  • 18-month full build: prototype → chain → system
  • Prototype to full blockchain banking stack
  • Stage-by-stage transparency and investor access
  • From demo to live financial infrastructure

Financial & traction goals

  • Transparent capital flow and documented spending
  • Each tranche released after verified milestone completion
  • Rolling closes processed under Wefunder procedures
  • Progress communicated through campaign updates and investor access
  • Weekly technical summaries and milestone proofs available to investors
  • €5M fully allocated across build, licensing, team, and market
  • Capital efficiency monitored through measurable results

Where €5M builds the bank

Deploying €5M at €100M post-money through rolling closes. Funds are released as milestones are verified under Wefunder procedures. Development, licensing, team, and market run in parallel. Timeline: 18 months from prototype to operating infrastructure.

Development: prototype → chain → system (€1.5M core rails)

  • Prototype (€75K first close). Cross-device demo of the full money path: onboarding, crypto in, Token/Coin flow, euro simulation. Output: visual demo, sandbox run, video walkthrough.
  • Architecture. System blueprint, data model, ledger logic, security model, CI/CD. Output: approved blueprint and integration plan.
  • Blockchain build. Proprietary chain with €1 floor logic, proof-of-reserves, and dual-token operations. Internal testnet live. Contracts audited.
  • Ecosystem logic. Accounts, transfers, conversion, compliance controls, fee and rental mechanics aligned with the mechanics core.
  • Interfaces. Web and mobile environments for individuals, businesses, and admin.
  • Integration and validation. End-to-end flow proven. QA, performance hardening, security review.
  • Release candidate. Documentation and OpenAPI ready for handover to licensing and scale.
  • Rolling closes align to these deliveries. Each tranche is released after verified completion and a public campaign update with evidence in the Data Room.

Licensing & compliance (€1.8M)

  • Secures the legal perimeter for fiat and crypto operations in the EU.
  • Banking license track (SBL) in LT.
  • EMI authorization and crypto registration.
  • PCI DSS for card rails.
  • Policies, procedures, audit readiness, and regulator engagement.
  • Outcome: bank-grade permissions to operate accounts, payments, issuance, and settlement. The system moves from technical capability to regulated execution.

Team & operations (€0.8M)

  • Builds the execution spine to deliver and operate the platform.
  • Key engineering, compliance, and operations hires.
  • Mandatory staffing under EU regulatory requirements.
  • Governance, reporting, and risk controls.
  • Outcome: stable capacity to deliver the roadmap and sustain releases without velocity loss.

Market & entry (€0.9M)

  • Turns rails into usage and revenue.
  • Institutional onboarding and early client activation in the EU.
  • Targeted integrations and go-to-market materials.
  • Live demos, pilots, and conversion of committed interest into operating flow.
  • Outcome: verified demand, initial volumes, and readiness for scale.

Birth of the bank

  • Prototype proves the rails. Core rails make money move. Licensing authorizes the movement under EU law. Team operates the system. Market entry lights up the first volumes. The result is a live, compliant, revenue-ready financial infrastructure that investors can see, test, and fund at scale.
  • Progress unlocks capital. Capital funds the next verified step. The 18-month plan ends with operating rails and a licensed path to expansion.

This is where €5M turns architecture into a licensed bank.

Show details

MVP live

Core milestones

  • Banking logic + N-Coin/N-Token rails
  • Web + mobile apps live
  • First EU licenses + certification
  • IP protection & regulatory approval

Financial & traction goals

  • €50M processed volume
  • €1M annualized revenue

Capital converted into product. First rails operational.

Core product

  • MVP built with banking logic, N-Coin / N-Token rails, and compliance tech. Web platform and mobile apps available.

Licensing & certification

  • First EU licenses secured. Nostro software certified as part of the regulatory process. IP protection secured: proprietary architecture and token mechanics legally protected. Regulatory approval ensures Nostro rails are bank-grade from day one.

Market entry

  • Pilot ready for institutional onboarding with first business clients in pipeline.

Traction

  • Target €50M processed volume and €1M annualized revenue by end of MVP phase. Adoption metrics and revenue streams validated.
Show details

Scale-up

Core milestones

  • Multi-currency operations
  • Partner bank & payment network integration
  • 10+ EU countries
  • Institutional onboarding with Tier-1 banks

Financial & traction goals

  • 500M processed volume
  • €25M annualized revenue
  • Team growth to 50+ FTE

From pilot to mass adoption. Scaling Nostro across the EU.

Product & operations

  • Core rails expanded to cover multi-currency operations. Full integration with partner banks and payment networks.

Licensing & compliance

  • Additional EU licenses secured for cross-border operations. Compliance infrastructure scaled for institutional clients.

Market growth

  • Expansion across 10+ EU countries. Institutional onboarding accelerated with Tier-1 banks and enterprise clients.

Traction

  • Target €500M processed volume and €25M annualized revenue by end of scale-up phase.

Team

  • Growth to 50+ FTE with expanded engineering, compliance, and sales teams.
Show details

Global expansion & exit paths

Core milestones

  • Entry into US, CA, UK, Asia
  • Nostro Coin paired to multiple fiats
  • Strategic partnerships with banks & fintechs
  • IPO / pre-IPO / M&A paths

Financial & traction goals

  • 1.2M+ users
  • 20,000+ business clients
  • €3.5B cumulative profit

Scaling Nostro to global rails and delivering full financial impact.

Expansion

  • Entry into US,CA, UK, and Asia with localized licensing and compliance. Nostro Coin paired to multiple fiat currencies.

Adoption

  • 1.2M+ individual users and 20,000+ business clients onboarded within five years from launch.

Financials

  • €3.5B cumulative profit generated by year 5 of live operations, driven by transaction volumes and banking-grade services.

Market leadership

  • Strategic partnerships with global payment giants, neobanks, and institutional players. Nostro positioned as the core bridge between crypto and the real economy.

Exit strategies

  • Multiple liquidity paths open: IPO, pre-IPO, direct listing, or strategic acquisition by Tier-1 banks, fintechs, or payment giants.
Show details
in control

Risks. Managed and priced.

We disclose what matters. If a risk kills value, it is here. If it slows growth, it is framed and controlled. No blind money.

Security classification of N-Coin

  • Basis: passive yield signals (voluntary leasing), occasional above-par market quotes, reserve-like utility.
  • Impact: securities treatment may restrict distribution in certain jurisdictions.
  • Control: formal legal stance with Howey breakdown; utility access, no promised yield; leasing is voluntary and market-driven. Full legal basis (Howey) spoilered.

Full legal basis (Howey)

Regulators classify Coin as a security

Basis:

  • Coin offers passive yield
  • Trades above par
  • Acts as a reserve asset
  • Can move across bridges

Why it matters:

  • Coin ofIf SEC, ESMA, or BaFin classify it as a security, securities law appliesfers passive yield
  • Requires registration, disclosure, and may restrict even internal use
  • The system remains functional but may restrict distribution in certain jurisdictions

How we address it:

Why N-Coin does not qualify as a security under the Howey Test:The Howey Test includes four conditions. All four must be satisfied for an asset to be classified as a security. N-Coin fails three of them outright and meets only the first, which is irrelevant on its own.

  1. Investment of money - appliesUsers exchange fiat for Coin. This constitutes a monetary contribution, which technically meets the first condition. However, this alone is meaningless. Even prepaid cards and e-money qualify under this point.
  2. Common enterprise clearly fails.Coin holders operate within the same platform, but there is no pooled capital, no shared upside, and no redistribution of profits. Each participant acts independently, with full control over their position and without any economic linkage to others' outcomes. More critically, holders actively compete to offer their Coin for rental under the most attractive conditions. This structure reflects a decentralized competitive environment, not a unified enterprise.
  3. Expectation of profit clearly fails.N-Coin carries no promise of appreciation and no guaranteed return. It is acquired for access and utility. Users engage with it for settlement, collateral, or token rights, not for financial gain. Yield may occur only if a holder voluntarily supplies liquidity to the rental market, and even then, it depends entirely on external demand. More critically, the system is structurally designed to suppress speculative price growth. Every new issuance increases supply and applies downward pressure on the market price. There is no appreciation logic. Holding N-Coin for speculative profit is economically irrational. Engineered utility breaks the expectation test.
  4. Profit from the efforts of others clearly fails.Coin value and utility do not depend on Nostro’s performance, branding, or execution. They emerge from system logic, demand mechanics, and network dynamics. Any yield comes from market usage, not centralized effort. This is economic infrastructure, not a managed investment.

Conclusion

N-Coin does not satisfy the Howey Test. It is not a security. It is a fiat-backed access and transaction layer with optional leasing mechanics. No speculative framing, growth dependence, or reliance on a managing entity. Just utility, convertibility, and control.

Loss of licenses

  • Basis: SBL, EMI, MiCA, PCI DSS enable our fiat rails.
  • Impact: loss suspends fiat accounts and payment execution.
  • Control: strict compliance, external audits, multi-jurisdiction setup; blockchain keeps running; licensed partners maintain issuance and rails. Full legal basis spoilered.

Loss of regulatory licenses

Basis:

Nostro operates under multiple licenses (banking/SBL, EMI, crypto registration frameworks). These are required to issue Coin, process fiat payments, and maintain the legal interface across the EU.

Why it matters:

If one or more licenses are lost due to compliance violations, legal challenges, or policy shifts, Nostro may be unable to operate fiat accounts, execute payment orders, or offer token settlement under its own entity. This suspends the regulated interface with fiat.

How we address it:

Operations are built to the highest regulatory standards. Nostro maintains legal, procedural, and technical adherence across jurisdictions. If a license is revoked, the blockchain continues to operate. Other licensed banks in other jurisdictions can continue to issue Coin, run fiat rails, and generate revenue within the Nostro ecosystem. Utility and profitability are preserved beyond any single legal entity.

Stablecoin payment restrictions

  • Basis: EMT payment limits in specific jurisdictions.
  • Impact: utility slows where restricted; the model remains operational elsewhere.
  • Control: EMD2/MiCA-compliant EMT, fiat-first onboarding, jurisdictional diversification. Full legal basis spoilered.

Legal restrictions on stablecoin payments

Basis:

Token is a euro-pegged stable asset with zero volatility and built-in cashback. It powers transactional logic across the system.

Why it matters:

If the EU or another jurisdiction imposes hard limits on stablecoin payments, token-based settlements may pause in those zones. This affects the platform’s role as a transactional layer only within impacted jurisdictions and only for the specific fiat currencies to which Coin and Token are pegged. Nostro can issue crypto-pairs linked to other currencies, and the platform remains functional across all other zones. Fiat onboarding and fiat payments continue as normal.

How we address it:

Token is structured as a fully backed, fiat-pegged EMT under MiCA. It is not decentralized, not algorithmic, and not linked to speculative assets. EMD2 and MiCA regulations do not prohibit the use of stablecoins for payments when conditions are met. Forward-leaning jurisdictions, including Lithuania (SBL track), support blockchain finance and crypto-integrated infrastructure. Nostro aligns with this framework: compliance is a built-in feature, not a constraint.

Cashback or rental read as interest

  • Basis: some regulators may equate usage-based rewards with interest on fiat balances (deposit-like reading).
  • Impact: product feature and disclosure changes under the SBL perimeter. Core rails remain unaffected.
  • Control: P2P asset leasing; rewards arise only from real transactions, are market-driven, and never promised; no fixed yield, no idle-balance accrual. Full legal basis spoilered.

Cashback or rental rewards misclassified as interest

Basis:

Some regulators may view cashback and rental rewards as interest on fiat balances, creating licensing questions under the SBL perimeter.

Why it matters:

If reclassified as interest, SBL rules could restrict these features or require product restructuring and additional disclosures.

How we address it:

N-Coin rentals are P2P asset leases, not deposits. Rewards are generated only by real transactions, set by market demand, and are never promised by Nostro. There is no fixed yield, no entitlement to interest, and no idle-balance accrual.

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invest bold. exit clean.

Invest small. Invest a lot. Whatever. Exit smart anyway.

We offer €5M in SAFE, targeting 5% equity conversion.
This round is open to everyone through our Wefunder campaign. Whether you invest €500 or €500K, your exit is already mapped. Eight clear strategies. Real liquidity. Stay long or exit early. We support both. From auctions to buybacks, dividends to Coin, we build exits into the system. Got a better idea? We’ll listen.

Exit on demand. Locked for next round.

Priority buyback of up to 25% early round (1.25% equity) in the next raise, funded from new valuation. Early checks get first execution and are processed via Carta.

Private liquidity. Live from Day 1.

Trade SAFE or equity on your dashboard with first option to company and shareholders. Settlement in 48h, Carta updates instantly.

Convert to Coin.

Swap equity for N-Coin at launch multiplier rate locked at subscription. Earn yield, stake, or sell instantly on the integrated exchange with full KYC/AML compliance. Fiat withdrawals are guaranteed once liquidity is live. Optional. Allows you to keep equity or take coins at your discretion.

Hold long. Target big.

Later exits: IPO, pre-IPO, direct listing mapped for up to 875x potential, backed by scaling roadmap.

Exit at auction. 2x/year.

Twice yearly auctions. Sell to approved stakeholders via Carta at market prices, settlement in 72h. Predictable and expandable liquidity windows.

Exit on expansion.

Each market rollout or licensed partnership triggers buyout or revenue rights creating multiple liquidity events per year.

Bridge exit before dilution.

Full or partial buyout before Series A at institutional price point. Pre-approved execution to match institutional entry terms.

Custom exit designed for you.

Bring your proposal. If value-accretive, we run legal pre-clearance and integrate into the liquidity map. Execution is possible within 30 days. Examples: strategic secondary to approved buyer, staged buyback tied to milestones, convertible swap into priority debt.

early birds loot the upside

Only the first investors
get 5× N-Coin upside

Claim early premium

We offer €5M in SAFE, targeting 5% equity conversion. Early investors unlock an exclusive one-time N-Coin premium allocation of up to 5× their check, released in line with operating profit.Nostro retains 50% of all issued Coins. A dedicated share of this reserve is committed to early investors:

  • Lease from day one and start earning yield like any other holder.
  • Trade on the market, always above the €1 floor.
  • Exit to fiat is secured but phased until Nostro accumulates sufficient profit reserves to cover early withdrawals.

This is structural, not speculative. Coins are backed, floor-protected, and distributed under clear terms. Full mechanics, premium allocation rules, release schedule, and bonus programs will be disclosed on Wefunder once the campaign goes live at $50K. Additional early investor benefits will also be detailed there.

you’ve seen the anomaly. now fix it

35x target. 875x in model. €5M→€3.5B.
Claim your stake.

We’re not raising for a prototype. We’re launching a licensed system in the EU (LT-based), with remote onboarding for clients across the UK, US, and CA.
€5M covers development, licensing, legal, key hires, and go-to-market. Every cent builds structure, locks compliance, and captures institutional flow. This isn’t capital. It’s control over the fiat-n-crypto future.
The architecture targets unicorn scale. The math is done: €5M unlocks €3.5B upside. 35x baseline. 875x modeled. We stay conservative, but we build for scale.
Pre-round is open. The move is yours.

€1.5M

Core system, banking logic, and compliance tech, built from scratch.

€1.8M

Licensing, legal, IP, and full EU compliance: bank, EMI, crypto licenses, PCI DSS, etc.

€0.8M

Key hires and mandatory local staffing under EU regulatory requirements.

€0.9M

Targeted market entry, institutional onboarding, and early client acquisition.

Pre-round is open. Commit early. Launch at $50K.

We’re raising €5M through a SAFE. Commitments are processed in USD on Wefunder. Early commitments unlock the Wefunder launch at $50K. Nothing moves until the round goes live. You’ll be first when it does. This is your window. Make the move. (Regulated under U.S. crowdfunding law, 17 CFR §227.)

Commit now

Investment Disclaimer (Wefunder required text) We are “testing the waters” to gauge investor interest in an offering under Regulation Crowdfunding. No money or other consideration is being solicited. If sent, it will not be accepted. No offer to buy securities will be accepted. No part of the purchase price will be received until a Form C is filed and only through Wefunder’s platform. Any indication of interest involves no obligation or commitment of any kind.

Curious or committed?
Drop your email. Let’s talk.

We’ll follow up personally with key details, next steps, and investor access.