ZIGsengBAG

Executive Summary

Zigseng aims to build an international, technology-driven bag brand that combines everyday practicality with a digital display, a mobile app, and smart features introduced progressively.

In its first investment round, the company plans to raise a total of $308,700 USD in development and growth capital, a 10% equity stake in exchange.

The investment in four tranches would be made. The three tranches following the initial funding would be released based on verified customer numbers and predefined business conditions. The structure is intended to align the provision of capital with the company’s market progress.

Under the long-term target ownership structure, the founder would retain a 51% stake the first-round investor would acquire 10%, and a total of 39% would be available to future investors in subsequent rounds.

The Business and Product Concept

Zigseng is built around the development of a private-label product line and related digital services.

The core elements of the product concept are:

• Bags equipped with a digital display.
• Visual content managed through a mobile application.
• Features that enable a distinctive look and personalization features.
• Product versions designed for both consumer and business use.

Potential future development areas include child-safety features, location tracking, SOS alerts, NFC solutions, and power and charging features. Their introduction is subject to technical assessment and product testing and a separate business decision.

The goal of brand-building is to ensure that Zigseng products have a consistent appearance, consistent quality and a distinctive digital user experience.

Target Markets and Revenue Model

The proposed business model is based on three sales channels .

Using the displays for advertising may create additional business opportunities. Related service or rental revenues require separate validationand therefore should not be treated in the initial business plan as guaranteed revenue .

Key Terms of the First Investment Round

The stated valuation follows from the proposed terms of the first investment round; it is not an independent company valuation. The structure does not include a guaranteed return or a mandatory buyback .

Funding Schedule

The customer counts represent cumulative milestones rather than additional customers to be acquired separately in each stage.

Equity ownership would be linked to the capital actually paid in The equity allocation mechanism for the tranches must be structured so that, upon completion of the full investment, the investor obtains exactly a 10% equity stake .

The definitive agreement should specify in advance:

• The milestones’ completion deadlines .
• The documents required to verify achievement.
• The investor’s verification deadline.
• The deadline for disbursement after verified achievement .
• How delays, failure to meet milestones and any changes to the business plan will be handled.

Customer Count and Performance Measurement

The milestones are based on the actual number of acquired, unique paying customers .

Under the proposed definition, a paying customer is a buyer with at least one paid, fulfilled, and non-refunded purchase. Repeat purchases by the same customer do not increase the customer count .

Verification would involve cross-checking order data, invoices, payments, and refunds.

Accounting for reseller and corporate sales must be regulated separately: a large partner order does not, by itself, equal the acquisition of the same number of individual end users.

The following should also be monitored regularly, alongside customer count:

Pricing and Profitability Target

The initial business model aims to achieve a net selling price equal to four times the purchase price .

The comparison should be made on a like-for-like net basis The fourfold price multiple does not mean fourfold profit: the difference between selling price and purchase price must cover, among other things, logistics, marketing, sales, warranty, and operating expenses.

Different channels may have different margins . The economics of direct-to-consumer and reseller sales should therefore be presented separately.

To draw down the second and subsequent tranches, it must be demonstrated—alongside customer numbers—that the agreed pricing model has been achieved, for the period and using the calculation method specified in the definitive agreement.

Use of Raised Capital

The detailed budget should be approved before the investment decision, on a stage-by-stage basis .

The financial plan must separately demonstrate that the initial $77,200 USD and funds reinvested from sales may be sufficient to reach the first 5,000 customers . If additional working capital is required, its source must be addressed in advance in the funding plan.

Long-Term Target Ownership Structure

Target structure after the proposed investment rounds are completed:

The founder’s objective is to retain majority ownership and ensure continuity of long-term strategic control.

The 39% planned for future investors may be raised across several successive rounds. This is a future target structure, not equity already allocated or automatically reserved.

The precise mechanism for preserving the founder’s 51% and the first-round investor’s 10% in future fundraising must be agreed in advance. These percentages do not remain in place automatically .

The definitive documentation must clearly specify how each round affects existing owners, and under what conditions the target structure can be maintained.

Subsequent Investment Rounds and Valuation

The company aims for investors entering after the first round to acquire stakes at a higher company valuation .

The higher valuation may be supported by documented business results achieved in the meantime:

• Growing paying-customer base and revenue.
• Demonstrated, sustainable product contribution margin .
• Operational and cost-effective sales channels .
• Reliable manufacturing and delivery operations.
• A more advanced product portfolio and digital system.
• International partnerships and fulfilled orders.

The first-round investment is associated with an earlier business stage and greater uncertainty . The planned higher price per unit of equity in later rounds must be supported by demonstrated progress .

An increase in future valuation is not guaranteed; it will always depend on the company’s current results and negotiations with investors.

Each subsequent round must specify whether the transaction provides new capital to the company, involves purchasing an existing owner’s stake, or combines both.

Corporate Governance and Investor Reporting

The investment partnership is based on regular reporting, the verifiable use of funds and clear decision-making accountability .

Proposed operating framework:

The investor rights, voting rules, and management authority will be governed by the definitive agreements.

Key Risks and Mitigation

Milestone-based funding stages the investor’s capital exposure, while also ensuring that the continuity of funding required for operations is maintained.

Investor Returns and Potential Exit

Potential sources of investor returns:

• The Future sale of the equity stake to a new investor.
• A partial or full acquisition of the company by a strategic buyer .
• Distributions from profitable operations in accordance with the approved dividend policy .
• During the early growth stage, the company’s planned priority is development and reinvestment of profits .

The exit’s timing, value, and completion are not guaranteed. Tag-along, transfer, and other ownership terms must be addressed in the definitive documentation.

The Investment Process

Preliminary Discussions: review of investor objectives and key transaction terms.

Confidentiality and Information Sharing: presentation of the business plan, financial model, and product documentation.

Due Diligence: business, financial, technical, and legal review.

Agreement on Terms: valuation, milestones, equity acquisition, and investor rights.

Definitive Agreements: signing contracts and fulfilling launch conditions.

Initial Disbursement: provision of $77,200 USD.

Implementation and Monitoring: regular reporting, followed by drawdowns of further tranches based on achieved milestones.

Document Status: preliminary investment discussion material. The business objectives and ownership percentages presented are proposed terms . This document does not state an intention or readiness to pursue a stock exchange listing, and does not constitute a public securities offering or include a guaranteed return .

Funding Strategy

After the first investment round, Zigseng plans to raise an additional total equity stake of 39% through four consecutive investment rounds .

Under the proposed pricing, in each new round the investment required to acquire each unit of equity doubles . In the first three additional rounds, 10% each, while 9% would be allocated to investors in the final round.

The price increase is a targeted offer term: its acceptability must be supported by the company’s business results and progress .

Proposed Pricing for the Additional 39%

In the final round, the investor would acquire 9% at twice the unit price of the preceding round. As a result, the total investment would be 1.8 times the previous round’s amount .

The amounts are rounded to whole currency units and calculated from the original investment base using the previously established exchange rates. EUR and USD are alternative expressions of the same investment. .

Overall Funding Plan

The overall program therefore aims to raise approximately EUR 8.02 million / USD 8.98 million in capital, with a total target investor stake of 49% .

Proposed Business Terms for the Investment Rounds

It is advisable to link the opening of subsequent rounds to the company’s progress. The following terms are planning proposals; their numerical targets should be specified in the detailed business plan.

Before launching the next round, an updated financial plan, capital-use budget, and investor valuation would be prepared.

Target Ownership Structure

Proposed ownership distribution after completion of the full program:

The percentages in the table represent the target stakes after the full program. In successive capital increases, existing owners’ stakes may be diluted, so the allocation above does not occur automatically .

The definitive structure must separately establish how the founder’s 51% and each investor round’s target stake will be maintained while the invested capital goes to the company. Issuance amounts, ownership changes, and any adjustments for each round must be presented in a detailed capitalization table .

Investment Principle

Under the funding strategy, investors entering earlier can acquire stakes at a lower price per unit , while later investors would pay a higher price for the business progress demonstrated in the meantime .

The proposed pricing steps are 2×, 4×, 8×, and 16× compared with the first round. This is not a guaranteed increase in valuation or investor return: each round depends on results achieved, due diligence, and agreements with investors.

Document Status: preliminary funding and pricing plan. The definitive fundraising structure, ownership mechanism, and disbursement terms must be set out in separate agreements .