Investment thesis

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%

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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.

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.

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:

If SEC, ESMA, or BaFin classify it as a security, securities law applies
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.

Investment of money – applies.
Users 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.
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.
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.
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.

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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.

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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.

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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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