Cloud platform for creating 3D interactive models from engineering data backed by £500k Innovate UK grant
Business overview
| Location | London, United Kingdom |
|---|---|
| Social media | |
| Website | samsonvt.com |
| Sectors | SaaS/PaaS Digital Mixed B2B/B2C |
| Company number | 11043300 |
| Incorporation date | 2 Nov 2017 |
Investment summary
Business highlights
- £250k Angel funding in Feb-19 to build core platform
- £500k Innovate UK Grant awarded Jan 2020
- POC delivered to world's largest CNC manufacturer Mazak in Japan
- Investment conditional upon Future Fund funding - see Key Info
Learn more about convertible loan campaigns.
Idea
Introduction
Do you recall the IKEA furniture you struggled to assemble? Do you remember how difficult it was to follow the paper instructions?
Now, imagine if your job was to assemble a plane, or repair a critical machine for a production line.
How hard do you think it would be with paper instructions?
SamsonVT's mission is a new dawn for industrial software. Our cloud based Virtual Twin platform aims to redefine how organisations think about, manage and interact with data by connecting previously siloed data and replacing paper and PDF publications.
Our target customers manufacture, repair and maintain millions of complex products all over the world....
...yet many still do this from paper instructions similar to IKEA.
This results in vast amounts of siloed data source and a huge amount of inefficiency:
Our vision is to pioneer Virtual Twin as a Service (VTaaS), a subscription model affordable to small and mediums enterprises.
Intended impact
Digital transformation is prohibitively expensive for all but the largest organisations. Our mission is to make our technology affordable to small and medium enterprises through SaaS model.
SamsonVT is not just another VR training application; our vision is a fundamental shift in the way organisations think about, manage and interact with data.
Born out of the co-founders extensive experience designing and managing complex products. SamsonVT couples visual computing and database management to enable affordable digital transformation.
SamsonWEB:
With Angel funding in Feb-19, we built SamsonWEB, our cloud based platform that allows organisations to start their digital transformation journey. With SamsonWeb, adding complex and detailed product data is as easy as logging in, dragging and dropping:
SamsonCORE:
With a complex product's data visualised and structured in the cloud, development of SamsonCORE will enable our customers to replace their paper and PDF publications. SamsonCORE allows the user to virtually take apart the product, viewing everything from the serial numbers for individual components, to service records for parts.
SamsonLIVE:
The IoT market is estimated to reach $11.1tn by 2026. SamsonLIVE will connect, store and visualise IoT data to build a fully functioning virtual twin.
Substantial accomplishments to date
We have worked with commercial and charitable organisations during phase-1 of our development to deliver some fantastic proof of concepts (POCs).
1) Throughout 2018 - We met with organisations to assess demand.
We realised that to scale Virtual Twin technology we would first need to build a scalable, affordable cloud based platform to speed up the data onboarding and unification process.
2) Feb to Dec 2019 - We raised £250k Angel funding to build SamsonWEB and were accepted onto Manchester NatWest Accelerator Programme:
· Phase-1 build completed in December-19
· During build programme, we delivered several proof of concepts
· In Dec-19, Mazak, a global CNC machine manufacturer approached us at the Manufacturing Made Smarter Expo. As a result, we delivered our SamsonLIVE proof of concept to Mazak in Japan: the World's largest manufacturer of CNC machines and manufacturing systems
· We now have four LOIs which are available on request and we expect to announce further during the course of the campaign.
3) January 2020 - To compliment SamsonWEB, SamsonCORE, and SamsonLIVE, Innovate UK have awarded a £500k Grant project to develop SamsonAI. This will enable us to conduct advanced analytics and machine learning on the data that our platform uniquely brings together.
4) January 2020 - Completed phase-1 due diligence with two Venture Capital Investors, who have set us milestones to reach over the next 9 months as we plan for series A growth investment of up to £3m.
Monetisation strategy
Our vision is to pioneer Virtual Twin as a Service (VTaaS), a subscription model affordable to small and mediums enterprises. By making making our technology affordable to SMEs, the market opportunity grows significantly.
We aim to work directly with Original Equipment Manufacturers (OEMs) to onboard and structure their complex product data in the cloud. Through SamsonCORE, we can then distribute applications at a very low incremental cost globally, to OEM employees or their customers.
We plan to licence our VTaaS to OEMs for one complex product at a time. The OEM would then sell thousands of the product per year, offering engineers, customers and mechanics the opportunity to purchase a virtual twin to replace their paper manual or siloed data. The benefits of this to the customer would be integrated product manuals, measurements, and even records of service dates for individual parts.
Use of proceeds
30%: SamsonAI alongside Innovate UK Grant
30%: SamsonCORE development
20%: Marketing and sales
10%: Outstanding suppliers
Key Information
Seedrs is supporting companies who are intending to apply to the Government backed Future Fund. You can read more about the Future Fund here: https://www.seedrs.com/learn/blog/the-future-fu...
In order for a company to be eligible to seek matched funding from the Future Fund, this investment round must be on the convertible loan terms that have been prescribed by the Future Fund for this purpose. These terms differ to our normal ‘advanced subscription agreements’.
Given this product differs from most campaigns on Seedrs, we urge all investors, including regular Seedrs investors, to read the information below and ensure you understand the terms in full before making your investment.
Key terms
You will see a term sheet attached to this Campaign in the Documents section which sets out the key terms of the convertible loan and you can see the full document prescribed by the Future Fund here: https://www.british-business-bank.co.uk/ourpart....
A summary of the key terms is set out below, but should be read in conjunction with the term sheet:
• Discount: 20%
• Interest: 8% per annum, non-compounding. On conversion events, the company can choose to repay the interest or convert it to equity (generally without the discount). See the Term Sheet for more details.
• Redemption Premium: An amount equal to 100% of the principal loan amount
• Qualifying Equity Financing. The convertible loan will automatically convert on an equity financing raising at least the total loan amount, at the lowest share price of equity financing less the Discount.
• Maturity Date: 36 months from signing convertible loan agreement.
o The default position is on the maturity date is that the loan will convert to equity unless the investor majority elect to redeem.
- If redeemed, the company will repay the principal together with the Redemption Premium.
- If converted, the conversion price will be at the most recent funding round share price less the Discount, provided that funding round happened after 20 April 2020 and was at least a quarter of the size of the convertible loan investment. If no such funding round has occurred, conversion will be at the share price of the last funding round prior to 20 April 2020 (no Discount).
• Other events of default or conversion: There are various other scenarios in which the convertible loan may convert or be repaid and investors should reference the term sheet:
o Non Qualifying Funding Round: The convertible loan can convert on an equity financing round which does not meet the size criteria of a ‘Qualifying Equity Financing”, at the election of the majority of investors under the loan. Please see the term sheet for how this conversion is priced.
o Exit: The convertible loan will automatically convert or be redeemed on an Exit, whichever would give investors the higher cash return. Please see the term sheet for how conversion is priced and payments on redemption in this scenario.
o Events of Default: The convertible loan is to be repaid on the events of default, such as liquidation or winding up. See the term sheet for more details.
Government matched funding
The company intends to apply to the Future Fund for matched funding on the total eligible amount invested in this funding round. The Future Fund will “match” the funding raised via Seedrs or other eligible sources, subject to a minimum investment of £125,000 and a maximum investment of £5m. The Future Fund is to be allocated on a ‘first come, first served basis’, so there is no guarantee that a company will receive the Future Fund matched funding.
This campaign is conditional upon receiving matched funding from the Future Fund. Seedrs will not complete the investment and transfer the funds raised until we have confirmation that the Future Fund matched funding application has been approved and that the Future Fund is ready to make the investment. If the application is denied, the campaign will be cancelled and funds will be returned to investors.
Because this campaign is conditional upon the matched funding, you will see that we have reflected the Future Fund investment as part of the round. It is distinguished in pink in the progress bar of the campaign. This is to give investors an indication of the potential total size of the funding round (and potential dilution on conversion), but to also distinguish it from regular investment through the Seedrs platform.
Seedrs does not charge any fees in relation to the Future Fund matched funding, application process or for acting as lead investor with respect to applications.
Conversion to equity
The convertible loan agreement prescribed by the Future Fund is equity focused and favours conversion of the loan to equity as the default position.
Redemption is only available in certain scenarios and is often subject to the vote of majority of the investors. Where a vote of investors is required, Seedrs will vote on behalf of any investors it represents as nominee.
There is a possibility that the convertible loan will convert in some scenarios without the consent of Seedrs (if we do not make up a majority of investors). It is also Seedrs’ position that this is primarily an instrument for investing in the equity of the fundraising business and our default position would be to vote in favour of converting the loans to shares in the company, unless there is a clear or compelling reason not to.
Risks
As always, investors should be aware of and accept the risks involved in investing in early stage and growth focused businesses: https://www.seedrs.com/pages/risk-warnings
In addition to the usual risk warnings included above, investors should be aware of and accept the following with respect to convertible loans:
• The convertible loan agreement is intended as bridge funding to a future funding round, but there is no guarantee that a company will be able to secure further funding.
• The Future Fund is to be allocated on a ‘first come, first served basis’ and there is no guarantee that a company will be successful in its application to receive the Future Fund matched funding.
• There is a risk that the Company may not have sufficient funds to repay the loan on the maturity date, pay interest when it becomes due or pay the redemption premium included in the terms.
• Convertible loans are unsecured obligations and in the event of a winding up or liquidation event will rank behind secured creditors of the Company.
Secondary market
Investors will not be able to sell their interest in the convertible loans on the Seedrs Secondary Market unless and until they have converted to shares in the company (and then only subject to eligibility and the terms and conditions of the Seedrs Secondary Market).
EIS Relief - past, current and future
As noted above, the convertible loan instrument is not compatible with EIS requirements, so no EIS applications will be made with respect to investments in the convertible loan.
The government has confirmed that investing in the convertible loan will not impact EIS relief previously claimed on investments in the fundraising company:
“The government has confirmed that such previous investments will not be affected where the convertible loan converts into shares. Where the convertible loan note redeems, we have been alerted that the government intends to make changes to the rules to clarify that this is compatible with such previous investments.”
However, investing in a convertible loan could impact your ability to claim EIS relief on future investments into the same company. The government has not clarified the position on this and has said it is a matter for HM Treasury and HMRC.
Seedrs is unable to provide tax advice. Tax treatment depends on individual circumstances and is subject to change.
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