Nothing has returned to opening its doors to the community with its "Community Investment 3" round«. The company led by Carl Pei is launching this new opportunity through Crowdcube. My total contribution was £50.35, an amount that is broken down based on the price per share of £2.7972. This involves the acquisition of 18 entries (Class A shares) plus applicable platform fees. In summary, I have invested a total of 65,39€.
My goal and expectations, as you can see from the amount invested, are not to become a millionaire and live off my investments, but rather to document the entire process with complete transparency for you, the blog's readers. I want to explain whether these shares appreciate in value, if it's possible to withdraw them at any point, and, most importantly, what risks I've assumed by accepting the terms.
Valuation and financial health
To put the investment into context, the data indicates accelerated expansion. Nothing enters this round with a pre-money valuation of $1.3 billion, matching the valuation of the recent $200 million injection from its institutional investors. The share price is set at 2.7972 pounds sterling.
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The company's health shows a brutal growth in revenue, going from $223 million to 562 million in 2024. This growth is accompanied by a reduction in annual losses to 55.7 million. However, this growth is partly financed by debt, including a £30 million credit facility with Banco Santander (with nearly £20 million already drawn down) and exposure to high variable interest rates.
The fine print: power and preference of collection
The risk lies not only in the volatility of the technology market, but also in the investment structure itself. When buying these Class A Ordinary Shares through the entity registered in the Cayman Islands (WAGMI Limited), we accept conditions that limit our influence and place us at the back of the queue to get paid:
- Proxy vote: Although the shares carry one vote, the terms require community investors to delegate those voting rights to Carl Pei. In practice, political control and strategic decisions remain entirely in the hands of the founders and major investors (whose shares they hold up to 19 votes per title).
- Settlement Preference Risk: our actions They do not have liquidation preference. Large funds hold preferred shares that guarantee they will recover their capital first in the event of a sale or liquidation. With a payment preference of approximately $446 million Currently, if the sale does not significantly exceed that figure, the community's investors could lose their entire capital.
Risks and fees that are not visible
These structural risks are compounded by lack of liquidity, The money is tied up and cannot be easily sold, and Crowdcube's fees, which include a 2,49% investment commission upon entering and a 5% success fee if profits are ever made.
Furthermore, the company faces legal risks, mentioning two active patent infringement lawsuits in the U.S., a constant reminder of the challenges a faces startup that defies giants.
Rewards and their conditions
To sweeten the deal, Nothing offers rewards based on the amount invested:
- From £500: merchandising pack (notebook, pen, stickers).
- From £5,000: A 10% discount coupon. Note: It expires on December 31, 2026, It is limited to 10 products and is not cumulative.
- From £20,000: Headphone (1) recordings.
- From £50,000: dinner with Carl Pei in London. Neither travel nor accommodation are included , And if you can't go on the specific date they indicate, you lose the reward.
An important detail for physical rewards: the import tariffs And customs fees are your responsibility, Nothing takes responsibility.
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My investment as an informational tool
I've decided to invest a small amount in Nothing, aware that it's a high-risk investment with a legal and financial structure that benefits institutional investors. However, I'm doing so with a very clear purpose: Use this investment as a real-time observatory for the blogging community.
This involvement will allow me to document firsthand Nothing's journey, from its ambition to lead the AI era with Essential until the eventual appreciation (or loss) of capital. In this way, I will be able to inform you with concrete and unfiltered data about the development of one of the startups The most fascinating aspects of the technological landscape. I will closely follow the new developments, the evolving risks, and the challenges that arise on this journey with you.
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