Hydro Wind Energy

Key Information

Outstanding convertible loan notes

The company has an outstanding Crowd Safe from Republic and Seedrs of $529,590 and £104,430 respectively, with the following key terms:

• Discount: 20%
• Valuation Cap: USD 70,000,000
• Qualified Financing: equity financing from one, or a series of, transaction(s) for no less than USD 5,000,000
• Liquidity Event: a change of control (meaning (i) a transaction or a series of related transactions where more than 50% of the voting rights attaching to the shares of the Company are sold or to be sold to one person or a group of persons acting in concert, or (ii) the sale, lease or other disposition of the company’s assets) or an IPO
• Dissolution Event: the termination of the Company’s business operations or any other liquidation, dissolution or winding-up of the Company

• CF Shadow Series Shares: means a non-voting series of shares of the Company of the same class of shares issued to the investors in a Qualifying Funding Round with identical rights as such class of shares, except that such class of shares does not carry any voting rights and information and inspection rights.

Conversion or repayment triggers:
1. On the first Qualified Financing to occur, the investment will only convert at the election of the Company into CF Shadow Series Shares at the lower of (i) a 20% discount to the price of the first Qualified Financing or (ii) the Valuation Cap (the "First Qualified Financing Conversion Price"). If not converted, the Crowd SAFE will remain in place on the same terms.
2. On any subsequent Qualified Financing (provided that the Company elected not to convert the investment on the first Qualified Financing), the investment will only convert at the election of the Company into CF Shadow Series Shares at the First Qualified Financing Conversion Price.
3. On a Liquidity Event, investors will elect to either:
(i) receive repayment of their investment amount, or (ii) convert the investment into (a) common shares at the Valuation Cap, if the Liquidity Event occurs before any Qualified Financing, or (b) shares of the most recent issued class of shares at the First Qualified Financing Conversion Price, if the Liquidity Event occurs after any Qualified Financing. Seedrs will make this election on behalf of Seedrs investors as nominee.
4. On a Dissolution Event, the company will distribute any funds available pro rata amongst investors in the Crowd SAFE, any other holders of equity interests and ordinary shareholders. The amount due to the Crowd SAFE investors will be calculated assuming that the Crowd SAFE converted at a valuation determined in good faith by the Company’s directors at the time of the dissolution.

Outstanding debt

The company has an outstanding £23,000 Covid Bounce Back loan at an interest rate of 2.5% per annum. Monthly repayments began in June 2021 with the final repayment date being June 2026.

None of the funds raised will be used to repay these loans.

FX rate

This round is based on a pre-money valuation of US$120m. For the purposes of this campaign, we have converted the pre-money valuation to GBP based on an FX rate of $1=£0.86841.

Team

The company has 40 team members contributing their time and experience to the company. No members of the team are salaried, and instead, receive share options from the company’s existing option pool. Currently, 7 of the team are working 40+ hours per week. 12 are contributing over 15+ hours per week. The remaining team contributes as and when the company needs their input.

Republic Co-raise

Hydro Wind Energy is co-raising on Republic's US-based platform. Investment is raised through Republic on a SAFE instrument at the same pre-money valuation as the Seedrs raise. The investment has been reflected on the campaign page using the exchange rate of $1/£0.86.

The investment round on Republic's US platform may be open longer than Seedrs, so the company may continue to raise funds as part of this round after the Seedrs campaign closes.