WEBVTT

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If you're a European founder scaling deep tech and stuck in

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the web of fragmented investment rules, here's your

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challenge: cross-border early-stage investments in Europe is

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painfully slow. Legal fees are high and standardized

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instruments are missing. Tomas

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Matsurik, co-founder and co-CEO of FundingBox and

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managing partner of FundingBox Deep Tech Fund, built and

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exited tech companies, now invests across Europe and

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leads the EU-funded DeepSafe project to create,

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to create what is called EU Scale, a pan-European

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convertible loan instrument. Today we'll uncover

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how to navigate European startup funding, fix the cross-border

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investment gridlock, and unlock deep tech capital flows

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that could reshape the continent's innovation scene.

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Welcome to startuprad.io.

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Your podcast and YouTube blog covering the German

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startup scene with news, interviews, and

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live events. Our

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guest today, Tomasz Mazuryk, brings a rare

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trifecta. He's a founder who built and sold

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NetSprint.pl, an investor deploying capital

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through Fundingbox Deep Tech Fund, and a builder designing the

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next layer of Europe's startup infrastructure.

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With a PhD in computer graphics from Wien,

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an MSc from IT— in IT from Warsaw

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Institute of Technology, Thomas has developed over

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1,500 startups' access, acceleration, and funding

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through FundingBox. Now, as technical coordinator

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of the DeepSafe project, he's steering the creation of EU-scale

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Europe's first standardized pan-European investment

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instrument for early-stage funding. So if

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you're a founder, investor, or policymaker

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wondering how do I raise or invest across Europe without

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drowning in legal fees and red tape, you come to the right

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place. Tomas, or Tomek, welcome to the

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show. Um, for everybody

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familiar with investment instruments, Would

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you say the EU Scale is like the

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European answer of Y Combinator SAFE?

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Hello everybody. Hi Joe, thanks for having me here.

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Um, well, that's our mission. That's the mission we have onboarded on, uh,

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to create the pan-European instrument facilitating

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faster and more seamless

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investments at the early stage. The

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issue that is pretty important right now

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in Europe, because the deals in Europe are happening on average

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3 to 5 times slower than in the US,

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and I would assume that at the early stage the gap is even

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bigger, especially at the early stage where the deals should be

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happening really, really fast. I was just

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recently talking to one of the board

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members of the European Business Angel Association, and he

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told me about two valleys of death, one very early stage and

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one pretty late. And I think you, you're, you're more

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or less also talking about the experience many founders have of the

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first valley of death, but there'll be a different

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interview. Um, you've built companies,

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you've invested across Europe. Take us back to your founder roots.

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What drove you to start netsprint.pl, and

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how did that experience shape your later mission to rebuild

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Europe's startup funding infrastructure? Well, we are

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digging into the really, really past stories.

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Uh, we founded Netsprint in the, uh, so-called pre-Google

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era. So Google was the local player

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back then in on the US market, of course with the global ambitions.

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Um, but we came on the mission, uh,

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within my current back then company with my business

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partner. We've been running the software house. So we

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created something that we know it's called

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nowadays incubation program. Back then we

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simply have announced, come to us with ideas

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and we are going, if we like the idea, we are going to fund it.

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And support it. So back then

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I took the multiple roles, uh,

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of an angel investor, uh,

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but in fact it was also the venture building

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role. And we have incubated and

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venture built the startup called NetSprint. Again,

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back then we didn't know it's called startup. It was supposed to be

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the company.

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And we were on the mission of building the first

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search engine of the Polish internet. Back then, Google

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didn't cover Poland in an efficient way. The AltaVistas

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and other search engines were really, really poor.

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So we very quickly got the market traction.

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We created the company Just

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weeks before the dot-com bubble

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crisis. So after setting up the company, uh,

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we had a couple of conversations with investors, uh,

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from outside of Poland. They were very excited,

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but then the dot-com bubble crisis came and

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all the dreams about getting any money has gone

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bust. So

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we went all the stages from the founding of

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the company with the really angel tickets coming from

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my pocket and of my partner's, business partner pocket.

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And then we have been developing the company without any

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external funding because on the local market, uh,

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there were no investors, no VCs back then.

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All the foreign investors after the crisis, dot-com uh,

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dot-com bubble crisis, have stepped back.

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So for the 6 years we've been running the company and growing this

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as in the bootstrap mode. So when I look, uh,

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back and try to compare this to the

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nowadays, I must say that today founders are in the very

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luxury situation. They've got

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money available on different stages of the company

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development. They've got co-works. They've got

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venture studios. They are just asked

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to come up with their ideas and develop them.

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So, you know, after 6 years of— 6

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difficult years, we have been able to make

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an exit to the global player from the media

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space. And then after

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the exit, I got a little bit

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step back, time to reflect what to do in life. I did

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a bit of the consulting, but after

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some time I decided, well, it's time to do something

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next. So on the other side of the barricade, which

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is the FundingBox platform and FundingBox company,

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that I'm developing right now is the platform to support startups.

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So we decided to, to, to support startups, uh,

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through the acceleration programs. And after some

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years seeing the great deal flow of startups coming from all over

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Europe, uh, I also founded the

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venture capital fund that is investing in the

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best startups, from the local

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ecosystem. You're getting a little bit

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ahead of me here, Tomas. Um,

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let us walk through all the questions, and I'm sure we'll touch on

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everything of that. Um, let's talk a little bit about the current

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status quo. Everyday founders in Europe face different

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legal and tax reality in each country.

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How would you describe the current state of European startup funding,

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especially for deep tech and cross-border deals?

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Well, the European startup scene is

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growing, but it cannot

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boom because the investment landscape, uh,

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is still broken. You've mentioned in the introduction

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about the two valleys of death, and here we are

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covering the first one at the seed stage. Let

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me come with an analogy.

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Probably all the listeners of this podcast still

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remember different chargers

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for every phone they've been getting. I remember my

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every Nokia phone was coming with a different charger.

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And now if you've got a couple of phones

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in your family and then every phone has

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a different charger, it was a mess. You could not reuse your

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charger. Then the USB standard came, now the

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USB-C, and now

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you've got— you can have the same charger, same cable for your

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laptop, for your phone,

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for your electric toothbrush, for the Oura

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Ring, and all the other

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devices. And I must say, it's a huge, huge relief.

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So now,

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how how to, to put this analogy into the startup ecosystem?

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Well, in Europe, startups are trapped within

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27 different legal and tax systems. Uh,

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practically, uh, of course it's possible

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to make the cross-border investments, but it's making them

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slow, expensive, involving too much

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legal activities. So

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it's making them expensive, and especially at the very

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early stage, the seed stage,

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those costs are relatively too high

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compared to the size of the ticket startups are getting.

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So that basically means in every of the

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27 EU member states you have to deal with different

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laws regarding, uh, taxation as well as investment

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funding. So that means it makes cross-border

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transaction pretty expensive and inefficient,

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right? Exactly. And that's why we are on the mission

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on bringing the US SAFE type of

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instrument to Europe that is universal, that

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could be applied almost on the spot to

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make the investment without too

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many work around it. I was wondering,

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at some point you you realizing— realize that

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copying just the US SAFE model just wouldn't work

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here. What was that moment of clarity, and what

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did you discover about why Europe isn't ready

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for US-style SAFE? And a little disclaimer here, I know there are always

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details making this impossible. For example, in Germany, when you

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finally convert the safe, you still have to invest a little bit,

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which is not in the US legal tradition, and so on and so forth. So

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basically, they always needed to be adjusted, at least

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in Germany. Yeah, well, and the

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reality is, um, that there are some

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adjustments needed, uh, in every

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country, or almost every country across Europe. So

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We started our DeepSafe project,

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and after 9 months of

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making an effort to fit the US-style

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safe into the European reality,

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well, literally I can say that we have hit the wall because we have

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found out that this is not possible to make it in a simple way.

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So We have confirmed, making

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the consultations with some selected investors,

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that basically Europe is not

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yet ready for the simple adaptation of US SAFE.

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The legal accounting tax realities and the no clear

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vision how to treat it, whether it's a debt or an equity.

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And on top of this, there are coming

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additional considerations, like for example,

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the so-called difficulty situation of the company.

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If you take the capital into the company,

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which you don't know how to classify, a debt or an

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equity, most of the accountants and tax advisors will say, okay,

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let's take it as a, as a debt. This

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is sitting on your balance sheet. And

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too much debt, uh, after

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some time, like 3 years, is creating the so-called

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difficulty situation of the company, which

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doesn't allow the company to get any public help, any grant, any further

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investments that are backed by the public money.

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So there are many consequences of this status quo.

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So just to recap before we move forward,

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there is a lot of money in Europe, but

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it comes with the limitations of the public money also.

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I mean the grants, but also the funds that are backed

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by public money. Because

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of that, many investors that are backed by

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public money are too risk-averse. So they

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are paying too much attention on the downside protection,

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and they are not paying enough attention to the

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upside potential that is coming with the deal. And basically, you

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know, the American way of investing is, uh, looking

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at the upside of the upside potential of the company.

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So, uh, that's why our ecosystem

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is simply not ready yet, uh,

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for the full deployment and the

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growing in the way that we would be

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expecting to grow. That's, that's my take. So there

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are like two elements. One is the legal

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constraints, but also the readiness of

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the ecosystem. Um,

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we've been talking a lot about different, different

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costs, especially, um,

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when investing cross-border. Can you share a story

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of a promising cross-border deal that

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fell apart because of legal or tax barriers?

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What did it cost the founder, not just in money but also maybe

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in lost momentum?

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Well, I think you've touched a very good point. It's

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not about the money. It's mostly about losing

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the momentum. And

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well, I have seen in my life

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hundreds of the negative examples.

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A couple of them we have witnessed

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in our investment fund.

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Once we have rolled out our fund,

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we have been using the full potential of the FundingBox

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Group to look into the European pipeline of

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projects. In the first 6 months of

257
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running the fund, we have found 3

258
00:16:44.630 --> 00:16:48.470
excellent startups from Western Europe.

259
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But it ended up that due to the limitations, due

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to the costs, the potential costs of the transaction,

261
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uh, the cross-border transaction, those deals didn't happen.

262
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So on the business level, we,

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we have been aligned, we have put the term sheets,

264
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but then in the framework of the implementation

265
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the deal simply didn't happen. From the

266
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FundingBox acceleration platform, I can

267
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give one example of the startup, an Italian startup, Cognivix,

268
00:17:30.460 --> 00:17:34.100
that after 2 years of going

269
00:17:34.100 --> 00:17:37.660
back and forth with, with the lawyers, they finally

270
00:17:37.900 --> 00:17:40.700
set up the office in the US.

271
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And got the investment. But

272
00:17:46.900 --> 00:17:50.660
so this is the so-called Delaware flip. But you know,

273
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it was the time, it was the momentum, and it was really, really

274
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the complex operation. But well, speaking about the positive

275
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examples, probably

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you, all the listeners have heard about the recent

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unicorn coming from Poland, 11Labs. Polish

278
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founders, uh, after 3 years

279
00:18:14.660 --> 00:18:18.500
of running the company, they have hit the valuation of $6.6

280
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billion. But here

281
00:18:22.700 --> 00:18:25.699
is the twist: after analyzing the

282
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landscape, they decided to set up the company in the US and

283
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start fundraising into the US company from

284
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day one. So It is the positive example of

285
00:18:37.090 --> 00:18:40.090
the company coming from or born in the CE,

286
00:18:41.050 --> 00:18:44.850
but the negative for the, from the EU ecosystem perspective is that

287
00:18:44.850 --> 00:18:48.410
they decided to go directly to the US. So those are the

288
00:18:49.290 --> 00:18:52.570
barriers, those are the limitations that we are working on to

289
00:18:54.250 --> 00:18:56.170
eliminate them. And that's our mission.

290
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I was wondering, instead of forcing a

291
00:19:01.810 --> 00:19:05.380
safe you pivoted towards

292
00:19:05.380 --> 00:19:09.140
a pan-European convertible loan as the foundation for

293
00:19:09.140 --> 00:19:12.500
EU scale. Why was this the

294
00:19:12.500 --> 00:19:16.060
smartest starting point for Europe, and what lessons did

295
00:19:16.060 --> 00:19:19.700
you learn from the initial missteps?

296
00:19:21.380 --> 00:19:25.060
Yeah, well, as I said before, US

297
00:19:25.060 --> 00:19:28.580
SAFE adoption failed, the simple one.

298
00:19:30.240 --> 00:19:33.680
So we have pivoted and decided

299
00:19:33.920 --> 00:19:37.520
to concentrate on something that market

300
00:19:39.040 --> 00:19:42.560
already knows and is familiar. So

301
00:19:43.200 --> 00:19:46.480
all investors in Europe, all startups in Europe are

302
00:19:46.480 --> 00:19:49.040
familiar with the convertible loans.

303
00:19:51.760 --> 00:19:54.800
Uh, still the convertible loans can be very

304
00:19:55.350 --> 00:19:59.110
complex. So we decided to

305
00:19:59.590 --> 00:20:02.870
onboard on a mission of creating the EU simple

306
00:20:02.870 --> 00:20:05.830
convertible loan agreement. We call it EU Scale,

307
00:20:08.550 --> 00:20:12.070
and we believe that this approach gives the

308
00:20:12.070 --> 00:20:15.830
chance to gain the traction and trust among

309
00:20:15.830 --> 00:20:18.950
the startups and investors and is going to, to

310
00:20:21.440 --> 00:20:25.200
help to facilitate the speed of the deals happening

311
00:20:25.200 --> 00:20:28.720
across Europe. So it is very

312
00:20:28.800 --> 00:20:30.440
simple, 2.5 pages. Uh.

313
00:20:33.360 --> 00:20:36.480
No interest on the loan, no cash repayment,

314
00:20:37.280 --> 00:20:41.040
no specific guarantees for the investors, just

315
00:20:41.040 --> 00:20:44.480
the promise of the future

316
00:20:45.040 --> 00:20:47.680
most favorite nation of the shares

317
00:20:49.070 --> 00:20:52.270
at the future conversion, which is the standard

318
00:20:53.390 --> 00:20:55.950
when, when getting shares in future.

319
00:20:57.230 --> 00:21:00.870
And well, we stayed true to our goals. So we

320
00:21:00.870 --> 00:21:03.150
wanted the standardized and simple agreement.

321
00:21:05.230 --> 00:21:08.750
We are using the convertible note as the true starting point.

322
00:21:09.550 --> 00:21:12.350
And just to remind

323
00:21:15.350 --> 00:21:18.910
That's how the US SAFE originally was

324
00:21:18.910 --> 00:21:22.510
born. It was the American adoption of the

325
00:21:22.510 --> 00:21:25.910
convertible notes that were very popular on the market.

326
00:21:27.110 --> 00:21:30.870
So in, in the framework

327
00:21:30.870 --> 00:21:34.550
of our project, we plan to encourage some investors to start

328
00:21:34.870 --> 00:21:38.630
using our template and

329
00:21:38.630 --> 00:21:42.320
adopt it. And then hopefully the others are going to

330
00:21:42.320 --> 00:21:45.920
follow and we believe in the snowball effect on the market.

331
00:21:46.320 --> 00:21:50.120
So after a few positive examples, after a few examples

332
00:21:50.120 --> 00:21:53.920
that the deals can happen fast, we believe that it can

333
00:21:53.920 --> 00:21:57.120
become the new normal.

334
00:21:57.440 --> 00:22:01.120
So as I said at the very beginning,

335
00:22:01.120 --> 00:22:04.640
the US deals are happening 3 to 2 times faster than

336
00:22:05.600 --> 00:22:09.440
European. So we are on the mission with this approach, with this template

337
00:22:09.440 --> 00:22:13.130
that everybody's on the, on the

338
00:22:13.130 --> 00:22:16.730
startup and investors seem familiar with to make this

339
00:22:16.730 --> 00:22:19.970
gap smaller or even liquidate it.

340
00:22:21.010 --> 00:22:24.610
In the founders world, you'll also tell some inside story about

341
00:22:25.250 --> 00:22:28.930
stories about that. But let us go into building trust.

342
00:22:28.930 --> 00:22:31.970
As you said, one adapts and then more people will adapt.

343
00:22:32.690 --> 00:22:36.290
Um, you've said before European investors are distrustful of

344
00:22:36.290 --> 00:22:39.730
automation. How did that insight shape your approach,

345
00:22:39.970 --> 00:22:43.070
especially regarding AI funding platforms

346
00:22:43.390 --> 00:22:47.230
versus one-on-one, the, the typical human trust

347
00:22:47.230 --> 00:22:50.990
building? Well, our original plan

348
00:22:50.990 --> 00:22:54.670
within the DeepSafe project envisioned using

349
00:22:55.390 --> 00:22:59.230
our proprietary FundingBox-owned matchmaking AI

350
00:22:59.230 --> 00:23:02.430
platform, OnePass Bridge, to match investors and

351
00:23:02.510 --> 00:23:04.670
startups automatically.

352
00:23:06.830 --> 00:23:10.590
Uh, obviously We did not believe that the deals

353
00:23:10.590 --> 00:23:12.350
are going to happen automatically, uh,

354
00:23:14.430 --> 00:23:17.870
but the goal was to do the matchmaking

355
00:23:18.110 --> 00:23:21.950
and allow startups and investors sign the

356
00:23:21.950 --> 00:23:24.350
deals on the platform, uh,

357
00:23:26.030 --> 00:23:29.870
using the standardized template. Uh,

358
00:23:29.870 --> 00:23:33.670
the platform recently won the Alastria Blockchain Award for

359
00:23:33.670 --> 00:23:37.450
the best Web3 project. So from the product

360
00:23:37.530 --> 00:23:41.050
perspective, um, it's

361
00:23:41.130 --> 00:23:44.890
ready to be deployed. But what we have found out,

362
00:23:45.290 --> 00:23:48.890
that there is no product-market fit, uh,

363
00:23:49.530 --> 00:23:53.250
because the investors, especially investors, are not ready,

364
00:23:53.250 --> 00:23:57.010
uh, to use it for the

365
00:23:57.010 --> 00:23:59.050
purpose of closing the deals.

366
00:24:00.650 --> 00:24:04.380
So The reality is that the EU investors are

367
00:24:04.380 --> 00:24:07.340
not ready for the so-called blind hype-based seed

368
00:24:07.700 --> 00:24:11.420
investments. They are also distrustful of

369
00:24:11.420 --> 00:24:13.620
the new legal approaches, uh,

370
00:24:15.220 --> 00:24:18.940
and the so-called black box automation. So now we are pivoting this

371
00:24:18.940 --> 00:24:22.420
to one-to-one model, uh, meaning

372
00:24:23.700 --> 00:24:27.060
in the framework of the project, we are test

373
00:24:27.060 --> 00:24:29.620
driving matchmaking the investors

374
00:24:30.580 --> 00:24:34.020
also through the platform, but then taking this

375
00:24:34.260 --> 00:24:38.100
on the one-to-one basis to close the deals using

376
00:24:38.580 --> 00:24:42.340
the EU scale template. So we want to have

377
00:24:42.340 --> 00:24:45.220
the real-life proof that the deals, the signing of the

378
00:24:45.940 --> 00:24:49.460
investment agreement, can happen really, really

379
00:24:49.940 --> 00:24:52.340
fast. And this is the first step that we are

380
00:24:54.010 --> 00:24:55.930
right now, uh, testing.

381
00:24:59.210 --> 00:25:02.930
I see that, that sounds pretty promising. You've been talking

382
00:25:02.930 --> 00:25:06.690
about DeepSafe before. Can you walk us through the

383
00:25:06.690 --> 00:25:10.090
structure of the DeepSafe project? Who's involved?

384
00:25:10.330 --> 00:25:13.970
How decisions are made? And how founders, lawyers,

385
00:25:13.970 --> 00:25:17.690
and even VCs are contributing to the EU

386
00:25:17.770 --> 00:25:21.460
scale design? Yep, absolutely.

387
00:25:21.860 --> 00:25:24.740
So the DeepSafe is the EU-funded initiative. Uh,

388
00:25:26.580 --> 00:25:30.300
it's consortium of experts doing the work. We are rather

389
00:25:30.300 --> 00:25:33.620
a small consortium of 7 partners led by FundingBox

390
00:25:33.860 --> 00:25:37.460
accelerator company based in Poland.

391
00:25:38.260 --> 00:25:41.900
In the consortium, we've got the Danish accelerator

392
00:25:41.900 --> 00:25:45.220
called Accelerace, seed fund from

393
00:25:45.710 --> 00:25:49.470
Latvia Overkill, South Moravian

394
00:25:49.470 --> 00:25:50.670
Innovation Center,

395
00:25:52.510 --> 00:25:55.390
BW.CON, Baden-Württemberg Connected

396
00:25:56.990 --> 00:26:00.790
from Germany, and Techosystem

397
00:26:01.469 --> 00:26:05.190
in Ukraine. And on top

398
00:26:05.190 --> 00:26:08.790
of this, we've got a sister company from Spain, FundingBox

399
00:26:09.150 --> 00:26:12.720
Communities. So that's the consortium. That

400
00:26:12.720 --> 00:26:16.400
is helping us to get immersed

401
00:26:16.400 --> 00:26:20.240
into the different ecosystems, different legal ecosystems in different

402
00:26:20.320 --> 00:26:23.840
countries, to make the adaptations

403
00:26:24.640 --> 00:26:28.000
as fitting to the legal

404
00:26:28.320 --> 00:26:31.920
realities of different countries, different ecosystems.

405
00:26:33.440 --> 00:26:35.760
While the European

406
00:26:36.800 --> 00:26:39.840
Simple Convertible Agreement for Loan to Equity

407
00:26:40.760 --> 00:26:44.440
EU Scale is the product. It's a contract template,

408
00:26:44.440 --> 00:26:47.560
uh, supported by the

409
00:26:48.040 --> 00:26:51.880
guidelines. And right now we are looking for

410
00:26:51.880 --> 00:26:54.920
the organizations willing to join us

411
00:26:55.480 --> 00:26:58.120
and help us build it together.

412
00:26:59.080 --> 00:27:02.440
We want to listen to the voice of the ecosystem because

413
00:27:02.760 --> 00:27:06.230
we are building this product for the

414
00:27:06.230 --> 00:27:09.870
ecosystem. So if you are the lawyer, tax advisor,

415
00:27:09.870 --> 00:27:12.670
VC representative, angel investor,

416
00:27:13.470 --> 00:27:16.830
or experienced founder, we are opening a call for

417
00:27:16.830 --> 00:27:20.270
expressions of interest to recruit for our working

418
00:27:20.270 --> 00:27:23.310
groups. So you can visit our website eu-scale.eu

419
00:27:23.630 --> 00:27:25.470
to register, and, uh,

420
00:27:27.550 --> 00:27:29.150
we are definitely going to

421
00:27:31.400 --> 00:27:34.600
to involve everybody that is willing to contribute to this

422
00:27:34.840 --> 00:27:36.600
common goal that we've got in Europe.

423
00:27:40.040 --> 00:27:43.640
Um, we are focused on Founders here on Startuprade.io,

424
00:27:44.200 --> 00:27:47.880
so let us dive in a little bit into the Founders Playbook.

425
00:27:48.040 --> 00:27:51.880
For founders listening today, admittedly we're recording this

426
00:27:52.040 --> 00:27:55.680
shortly before Christmas, but it will be aired only in February

427
00:27:55.680 --> 00:27:58.950
because we, we currently do have quite a backlog a

428
00:27:58.950 --> 00:28:02.350
backlog in content. So for founders listening today,

429
00:28:02.670 --> 00:28:05.710
say, when racing across Germany, Poland, and

430
00:28:06.670 --> 00:28:09.630
Czechia, what 3 practical

431
00:28:09.870 --> 00:28:13.630
steps should they take right now to prepare

432
00:28:13.790 --> 00:28:17.390
for cross-border round? Well,

433
00:28:17.390 --> 00:28:20.110
nowadays I think that the best approach is

434
00:28:21.310 --> 00:28:22.990
get the local lead investor

435
00:28:25.640 --> 00:28:29.360
and close with him a preliminary deal that he's

436
00:28:29.360 --> 00:28:30.680
going to lead the round.

437
00:28:33.320 --> 00:28:37.000
Then search for the international investors who like

438
00:28:37.000 --> 00:28:40.800
the idea. Well, searching for investor is still the

439
00:28:40.800 --> 00:28:44.600
job that you have to do as the founder. And then once

440
00:28:44.600 --> 00:28:48.320
you convince them, ask them to join the round. Why

441
00:28:48.320 --> 00:28:51.820
the local lead investor? To build the trust

442
00:28:53.180 --> 00:28:56.620
of the foreign investors that all the legal

443
00:28:56.620 --> 00:29:00.140
elements and the

444
00:29:00.140 --> 00:29:03.780
basic due diligence has been done properly under

445
00:29:03.780 --> 00:29:06.620
the local legislation. So

446
00:29:07.420 --> 00:29:11.060
that's the approach for now. For the future, once the EUSK

447
00:29:11.060 --> 00:29:14.620
will become the standard, it should be much easier because then you could

448
00:29:14.620 --> 00:29:17.030
be raising money independently

449
00:29:18.870 --> 00:29:21.990
for— from different investors and signing, uh,

450
00:29:23.910 --> 00:29:27.190
like the American companies are doing, signing SAFEs,

451
00:29:28.230 --> 00:29:31.910
each of them independently and up to some limit,

452
00:29:33.270 --> 00:29:36.710
and then with the promise of converting them at the next

453
00:29:37.110 --> 00:29:40.750
equity round. But we are still not

454
00:29:40.750 --> 00:29:43.860
there as the ecosystem. And

455
00:29:44.580 --> 00:29:48.340
I was wondering for our audience if you ever paid a lawyer to

456
00:29:48.420 --> 00:29:52.020
translate a SAFE or convertible notes between EU

457
00:29:52.260 --> 00:29:56.100
jurisdictions. Drop a comment where you're based and let

458
00:29:56.100 --> 00:29:59.740
us know how common this is. We need to talk about

459
00:29:59.740 --> 00:30:03.380
the policy context here, the so-called 28th regime and EU-INC.

460
00:30:04.180 --> 00:30:07.900
Yes, the European Union has currently only 27 members, and

461
00:30:07.900 --> 00:30:09.830
the 28th regime is

462
00:30:11.820 --> 00:30:15.260
part of growing political momentum in Brussels, um,

463
00:30:16.540 --> 00:30:20.300
a potentially new pan-European company structure that could—

464
00:30:20.940 --> 00:30:24.140
would let startups incorporate once and operate

465
00:30:24.220 --> 00:30:28.060
everywhere. But since this might take years to become real,

466
00:30:28.380 --> 00:30:32.220
how do you see EU Scale positioning itself as the

467
00:30:32.220 --> 00:30:35.820
bridge between solution founders and investors

468
00:30:35.820 --> 00:30:39.310
can use today? How has

469
00:30:39.870 --> 00:30:43.510
the shifting political climate influenced

470
00:30:43.510 --> 00:30:46.830
you? Well, the

471
00:30:46.830 --> 00:30:49.310
response coming from the

472
00:30:50.270 --> 00:30:53.069
European Union, European Commission,

473
00:30:54.190 --> 00:30:57.910
towards the initiative of creating the 28th

474
00:30:57.910 --> 00:31:01.590
regime is very positive. EU-INC initiative

475
00:31:01.590 --> 00:31:05.320
is working on it. They have even developed the EUFAST.

476
00:31:07.960 --> 00:31:11.360
This is the advanced

477
00:31:11.360 --> 00:31:15.040
subscription template that

478
00:31:15.040 --> 00:31:18.760
is basically the US SAFE adoption in

479
00:31:18.760 --> 00:31:21.640
Europe. We believe

480
00:31:23.000 --> 00:31:25.000
it has still

481
00:31:26.600 --> 00:31:30.210
the flaws, that we

482
00:31:30.210 --> 00:31:34.050
have faced when trying to adopt American

483
00:31:34.210 --> 00:31:37.730
SAFE in the current European ecosystem.

484
00:31:38.610 --> 00:31:42.290
So that's why we believe that the intermediary step,

485
00:31:43.970 --> 00:31:47.650
like the SCaLE, Simple Convertible Loan Agreement, is

486
00:31:47.650 --> 00:31:50.370
needed. Commission recently

487
00:31:51.250 --> 00:31:54.970
announced that the 28th regime is going to be

488
00:31:54.970 --> 00:31:58.810
the binding regulation. That's good. It's likely to be

489
00:31:58.810 --> 00:32:02.410
adopted in '27 but taken into force

490
00:32:02.970 --> 00:32:06.490
late '27 or even '28. Uh,

491
00:32:09.610 --> 00:32:13.290
just to remind the listeners, GDPR was also the

492
00:32:13.290 --> 00:32:17.010
regulation, and there were many, many issues with the

493
00:32:17.010 --> 00:32:20.650
implementation, and there is usually the transition

494
00:32:20.650 --> 00:32:24.280
period allowing companies to get

495
00:32:24.280 --> 00:32:27.920
time to prepare. There are different interpretations of

496
00:32:27.920 --> 00:32:30.800
laws, different understanding what data protection was.

497
00:32:31.840 --> 00:32:35.680
GDPR was supposed to be universal but became

498
00:32:35.680 --> 00:32:38.879
very complex, and practically for the it, SMEs, uh,

499
00:32:41.360 --> 00:32:45.200
it hit the small companies with the disproportionately high costs.

500
00:32:46.080 --> 00:32:49.410
GDPR concept was born 15 years ago. And

501
00:32:51.090 --> 00:32:54.850
very recently it got fully implemented. So, uh,

502
00:32:55.730 --> 00:32:59.410
that's why we believe that on the way of

503
00:33:00.130 --> 00:33:02.610
implementing the 28th regime,

504
00:33:03.890 --> 00:33:07.650
there will be some hurdles. Regarding 28th

505
00:33:07.650 --> 00:33:11.170
regime, there are more questions than

506
00:33:11.170 --> 00:33:14.770
answers. These questions are tax residency, social

507
00:33:14.770 --> 00:33:18.490
securities, labor laws. It still might

508
00:33:18.490 --> 00:33:20.850
not be applicable for all companies,

509
00:33:23.490 --> 00:33:26.930
especially those that were established under different

510
00:33:27.330 --> 00:33:31.050
local laws. And that's why we

511
00:33:31.050 --> 00:33:33.810
believe that we need that bridge solution

512
00:33:34.850 --> 00:33:38.650
now. The EU scale, we believe, is something

513
00:33:38.650 --> 00:33:42.430
that is going to be the intermediary step, but we

514
00:33:42.430 --> 00:33:45.750
need it really now and fast in the European

515
00:33:45.750 --> 00:33:46.470
ecosystem.

516
00:33:49.990 --> 00:33:53.670
Guys, right after the break, we'll uncover the strategy

517
00:33:53.670 --> 00:33:56.710
that changed how FundingBox scales cross-border

518
00:33:57.030 --> 00:34:00.790
investments and how EU Scale could speed up

519
00:34:01.030 --> 00:34:02.790
your next round by months.

520
00:34:08.480 --> 00:34:12.240
Guys, welcome back from the ad break. How, Tomasz, how

521
00:34:12.240 --> 00:34:15.880
do you balance national differences, say Poland versus

522
00:34:15.880 --> 00:34:19.560
France, while designing one instrument that

523
00:34:19.560 --> 00:34:23.080
fits everyone? It has to fit 27

524
00:34:23.080 --> 00:34:26.880
legal regimes. Where do you draw the line

525
00:34:26.880 --> 00:34:29.440
between flexibility and standardization?

526
00:34:31.689 --> 00:34:35.449
Well, convertible loans are widely used across

527
00:34:35.449 --> 00:34:39.209
Europe with relatively small differences

528
00:34:39.209 --> 00:34:42.249
between countries, but

529
00:34:42.969 --> 00:34:46.809
unfortunately, quite often they become bulky and too complex.

530
00:34:47.929 --> 00:34:51.769
So the primary challenge that we've got is to make it— make

531
00:34:51.769 --> 00:34:55.049
them simple enough to make them universal

532
00:34:57.140 --> 00:35:00.980
But on the other hand, we are working on creating a

533
00:35:00.980 --> 00:35:04.820
playbook set of rules on this,

534
00:35:04.820 --> 00:35:08.220
how to align existing accounting practices, tax, legal

535
00:35:08.220 --> 00:35:10.020
implications in different

536
00:35:11.780 --> 00:35:14.820
legal setups. So

537
00:35:15.940 --> 00:35:19.340
to address this, we'll develop the white paper that will

538
00:35:19.340 --> 00:35:22.900
highlight the required adjustments and interpretations

539
00:35:23.060 --> 00:35:26.870
and educational materials So it's like a playbook for

540
00:35:26.870 --> 00:35:30.350
this, how to use this EU scale depending on the

541
00:35:30.350 --> 00:35:34.070
setup. Investor coming from this country investing in the startup in

542
00:35:34.070 --> 00:35:34.750
the other country.

543
00:35:38.350 --> 00:35:41.790
Let's look a little bit into the future, Tomas.

544
00:35:42.110 --> 00:35:45.550
If the EU scale becomes the norm,

545
00:35:46.190 --> 00:35:49.710
what we currently hope for, what will Europe's early-stage

546
00:35:50.070 --> 00:35:52.990
funding landscape look like somewhere around

547
00:35:52.990 --> 00:35:56.360
2028? Will we finally see a true pan-European

548
00:35:56.360 --> 00:36:00.080
seed, pre-seed market? We hope

549
00:36:00.080 --> 00:36:03.920
so. That's our goal and that's our mission. You, you

550
00:36:03.920 --> 00:36:05.560
guys are also working

551
00:36:07.400 --> 00:36:10.960
with DeepSafe. When is your next intake of

552
00:36:10.960 --> 00:36:14.440
DeepSafe for startups and investors, and can you

553
00:36:14.440 --> 00:36:17.240
explain the benefits for both?

554
00:36:19.480 --> 00:36:23.250
Well, we expect to to launch the next cohort for

555
00:36:23.250 --> 00:36:26.742
about 20 startups in, in late February

556
00:36:26.878 --> 00:36:30.050
'26, with the deadline for applications

557
00:36:30.370 --> 00:36:33.890
being in April. April. In So

558
00:36:35.090 --> 00:36:38.850
after onboarding those 20 startups, we are going to

559
00:36:39.730 --> 00:36:43.490
support them with the Venture Readiness Program starting from

560
00:36:43.490 --> 00:36:45.890
May. We offer them the mentoring

561
00:36:48.140 --> 00:36:51.620
But also we are going to include the fundraising and

562
00:36:51.620 --> 00:36:54.940
actionable advices on how to use the EU Scale

563
00:36:54.940 --> 00:36:58.620
instrument. Moreover, we are going to offer

564
00:36:58.620 --> 00:37:02.300
also the warm introduction to investors

565
00:37:03.020 --> 00:37:06.820
that are in our ecosystem. And we

566
00:37:06.820 --> 00:37:09.900
are looking for the high potential early stage startups

567
00:37:10.620 --> 00:37:12.620
active in the deep tech domain.,

568
00:37:15.030 --> 00:37:18.310
established in the EU member states or Ukraine, uh,

569
00:37:21.590 --> 00:37:24.950
and we are looking for startups that are interested

570
00:37:25.270 --> 00:37:27.830
in piloting the EU Scale convertible, uh,

571
00:37:29.110 --> 00:37:32.830
deals. And obviously the expression of

572
00:37:32.830 --> 00:37:36.630
interest will be launched at the eu-scale.eu, so we are

573
00:37:36.630 --> 00:37:39.920
inviting all the startups to

574
00:37:40.560 --> 00:37:44.240
mark this website and look for

575
00:37:44.400 --> 00:37:47.040
announcement of the open call in February.

576
00:37:51.680 --> 00:37:54.160
Um, your predictions for 2030—

577
00:37:55.360 --> 00:37:59.160
what is your boldest prediction for Europe's deep

578
00:37:59.160 --> 00:38:02.480
tech ecosystem by 2030 in talent,

579
00:38:02.560 --> 00:38:04.160
capitals, and exits?

580
00:38:07.130 --> 00:38:10.410
Well, we believe that, um, the

581
00:38:12.490 --> 00:38:15.370
gap between EU and

582
00:38:16.250 --> 00:38:19.930
US and China will be minimized. Our goal

583
00:38:19.930 --> 00:38:23.570
is to reverse the trend, and we

584
00:38:23.570 --> 00:38:27.370
believe that reversing the trend, meaning that the gap is not

585
00:38:27.370 --> 00:38:30.090
growing and getting smaller, is going to be a success.

586
00:38:31.280 --> 00:38:34.720
I would also be interested in your contrarian take.

587
00:38:35.120 --> 00:38:38.800
Many say Europe can't compete with the US. Um,

588
00:38:39.600 --> 00:38:43.240
I actually just read the, uh, State of

589
00:38:43.240 --> 00:38:46.400
European Tech from Atomikor. They say something different.

590
00:38:47.520 --> 00:38:50.760
Um, but, um, you've argued that Europe's

591
00:38:50.760 --> 00:38:54.000
fragmentation might be actually its secret

592
00:38:54.000 --> 00:38:57.610
weapon. How so? Well,

593
00:38:59.210 --> 00:39:02.730
nowadays we definitely

594
00:39:02.730 --> 00:39:06.010
cannot compete in the volume and speed of investments.

595
00:39:07.690 --> 00:39:10.890
Not today and probably not in the

596
00:39:11.930 --> 00:39:15.570
short future. But, and here

597
00:39:15.570 --> 00:39:19.290
are a couple of buts, we

598
00:39:19.290 --> 00:39:22.970
believe that the united defragmentation under the EU umbrella

599
00:39:23.390 --> 00:39:24.830
The fragmentation of the market, um,

600
00:39:28.750 --> 00:39:32.270
is giving a huge opportunity because

601
00:39:32.590 --> 00:39:35.310
Europe has the largest public grant

602
00:39:35.710 --> 00:39:39.070
ecosystem in the world. That is including

603
00:39:39.230 --> 00:39:42.630
grants on the different levels, including the

604
00:39:42.630 --> 00:39:46.350
cascade funding grants where we as FundingBox, for example,

605
00:39:46.590 --> 00:39:50.310
are one of the European leaders of distributing the cascade funding

606
00:39:50.310 --> 00:39:54.030
grants. Just to remind the audience, we have distributed and supported,

607
00:39:54.030 --> 00:39:57.230
uh, more than 1,500

608
00:39:57.310 --> 00:40:00.190
startups in the last couple of years.

609
00:40:01.230 --> 00:40:04.990
On top of this, well, Europe has the, uh, complex but

610
00:40:04.990 --> 00:40:08.670
more stable and predictable political and regulatory environment.

611
00:40:09.790 --> 00:40:13.470
Still lower costs of accessing talent, for example, from CEE

612
00:40:13.630 --> 00:40:17.160
or Ukraine, and Just to mention,

613
00:40:17.480 --> 00:40:20.520
numerous technology and competence centers, uh,

614
00:40:22.120 --> 00:40:25.800
that hold untapped advantages.

615
00:40:28.680 --> 00:40:31.800
Once fully unlocked, they could

616
00:40:31.800 --> 00:40:34.680
significantly strengthen the deep tech ecosystem.

617
00:40:36.440 --> 00:40:39.920
So Europe may not be the most competitive now, but

618
00:40:39.920 --> 00:40:43.740
it's likely the most steady market. We believe that all those elements

619
00:40:45.100 --> 00:40:48.860
are the counterarguments that Europe

620
00:40:48.860 --> 00:40:52.540
will not be able to compete with the US and China. And

621
00:40:52.540 --> 00:40:55.420
we believe that the defragmentation is the key

622
00:40:56.460 --> 00:40:58.140
to unlock all those opportunities.

623
00:41:02.220 --> 00:41:05.500
Um, for our audience, if you're a founder or investor in Europe,

624
00:41:06.060 --> 00:41:09.380
we would be interested give us a comment of your country

625
00:41:09.460 --> 00:41:13.300
pair, the two markets you're trying to bridge with funding,

626
00:41:13.620 --> 00:41:17.300
say Germany, Poland. We'll highlight some of your cases in future

627
00:41:17.300 --> 00:41:20.860
episodes. Tomas, you have

628
00:41:20.860 --> 00:41:24.660
any advice for founders? Because looking back to your

629
00:41:25.140 --> 00:41:28.660
first startup days and your early investor experience,

630
00:41:28.900 --> 00:41:32.580
what two things would you do differently today?

631
00:41:32.900 --> 00:41:36.690
And what should founders focus on when raising

632
00:41:36.690 --> 00:41:37.530
cross-border? Well.

633
00:41:41.130 --> 00:41:44.330
Back then there was literally no VC

634
00:41:44.330 --> 00:41:47.850
ecosystem in Poland, so we had to bootstrap.

635
00:41:48.890 --> 00:41:50.570
Due to the lack of capital,

636
00:41:52.490 --> 00:41:56.250
we got stuck in Poland. We simply didn't have the capacity to go beyond.

637
00:41:57.930 --> 00:42:01.290
So nowadays I would raise

638
00:42:01.370 --> 00:42:04.940
funds from, from abroad and start

639
00:42:04.940 --> 00:42:07.860
scaling from day one with the global mindset.

640
00:42:08.980 --> 00:42:12.740
Today, the mindset should be global and

641
00:42:12.900 --> 00:42:16.740
not local, not even regional, from day one. And

642
00:42:17.140 --> 00:42:20.780
only those companies have the chance to be a

643
00:42:20.780 --> 00:42:22.180
true success, uh,

644
00:42:24.740 --> 00:42:28.020
the founders that are born with the global

645
00:42:28.100 --> 00:42:30.770
mindset and go with this

646
00:42:31.810 --> 00:42:35.410
setup, uh, of conquering the world.

647
00:42:35.490 --> 00:42:39.330
That's the only way forward in my view nowadays.

648
00:42:42.050 --> 00:42:45.610
Let's talk about a hidden gem as the last

649
00:42:45.610 --> 00:42:49.010
question. What's one little-known legal or tax

650
00:42:49.250 --> 00:42:53.090
tip every European founder should know before

651
00:42:53.250 --> 00:42:54.850
signing the next term sheet?

652
00:42:57.740 --> 00:43:01.340
Well, I guess there are many, many tips and tricks.

653
00:43:02.940 --> 00:43:06.740
I believe that founders should

654
00:43:06.740 --> 00:43:09.900
be really careful when

655
00:43:11.579 --> 00:43:13.580
making— signing their first investment agreement.

656
00:43:15.740 --> 00:43:19.420
I would say, first of all, conduct the

657
00:43:19.420 --> 00:43:21.420
due diligence of your future investor.

658
00:43:24.050 --> 00:43:27.850
Investment agreement, especially at the very early stage, is the

659
00:43:27.850 --> 00:43:31.410
long-term contract. So be sure

660
00:43:31.810 --> 00:43:35.650
with whom you are onboarding

661
00:43:35.730 --> 00:43:39.490
on your mission. More

662
00:43:39.490 --> 00:43:43.250
practical things: do not make any guarantees on your personal

663
00:43:43.250 --> 00:43:46.850
property. Still, such elements are

664
00:43:46.850 --> 00:43:49.890
happening from time to time. And

665
00:43:50.450 --> 00:43:54.050
this can potentially lead to a lot of

666
00:43:54.050 --> 00:43:57.730
tensions and a lot of unnecessary pressure on

667
00:43:57.730 --> 00:44:00.850
the founder. Early-stage deals,

668
00:44:01.330 --> 00:44:05.050
it's known to everybody that are very risky

669
00:44:05.050 --> 00:44:08.730
and then can often fail. So you as the founder

670
00:44:08.730 --> 00:44:11.970
shouldn't be putting more pressure on yourself than needed.

671
00:44:12.690 --> 00:44:16.380
And The last thing, quite obvious,

672
00:44:16.940 --> 00:44:20.780
but unfortunately still too often

673
00:44:20.860 --> 00:44:24.380
overlooked: do not give away a large

674
00:44:24.540 --> 00:44:28.180
portion of your equity for the seed investment. We have seen

675
00:44:28.180 --> 00:44:31.660
so many broken cap tables that companies became uninvestable,

676
00:44:32.380 --> 00:44:33.580
and it's a big pity. Tomasz.

677
00:44:39.180 --> 00:44:42.870
Awesome closing words. Thank you very much. It was a pleasure having you as a

678
00:44:42.870 --> 00:44:46.270
guest. Thank you, Joe. It was also a pleasure

679
00:44:46.910 --> 00:44:48.990
having me with you.

680
00:44:55.470 --> 00:44:58.990
That's all, folks. Find more news, streams,

681
00:44:59.150 --> 00:45:00.310
events, and interviews at

682
00:45:00.310 --> 00:45:04.590
www.startuprad.io.

683
00:45:05.070 --> 00:45:07.240
Remember, share Carry is carry.