· Regulation S · Offshore transaction
NEMI LMM for Physical AI
Do for manufacturing what LLMs have done for AI
Non-U.S. persons only · Rule 902(k) · Not registered under the Securities Act
· How we get there
Hardware doesn’t have an open data set.
The only way is to be a manufacturer ourselves.
Phase 1
Automate Design (eNvision + Engineer)
High-mix Low-volume · Aerospace, Defense, Space, High-end Automotive
Phase 2
Automate the Factory (Manufacture + Improve)
High-volume Low-mix · Automotive, Consumer Electronics
Phase 3· Open
Open the platform
Allow all manufacturing companies to use our platform
· Where we are
Competitors simulate. We execute in owned factories.
Where we are heading
Full-stack factories covering all different types of manufacturing.
- 300k+
- sq ft owned
- AS9100D
- 2016 certified
- ISO 9001
- 2015 certified
- 6
- process capabilities
· Machining
· Tooling
· Assembly
· Electronics
· Battery
· MotorEnd-to-end automation
Anvil
Design & engineering
Prompt → parametric CAD, electronics, simulation, PLM
Orion
Factory operating system
Live digital twin integrated with robotics, cameras, sensors, machines
Atlas
Commercial & post-sales loop
Post-sales usage tracking and continuous improvement
One closed loop: sketch → render → CAD → simulation → BOM → tooling → production → post-sales. Multiple applications, one data spine, every application feeding the next.
Who already builds with us
· Logos represent paid engagements across Nemi group entities, including programs delivered as a Tier-2 supplier through partners.
A glance at the NEMI LMM in action
Anvil
Design & engineering
Orion
Factory operating system
· Screen recordings of production software as of July 2026. User Interface designs and features are subject to change or enhance in the future, and the recordings illustrate current capabilities rather than future roadmap.
· What we do next · Use of funds
Where this capital takes the business
Acquire factories around the world
Underutilised, high-quality assets acquired below replacement cost, then upgraded with the LMM. Named pipeline across KSA, Taiwan and the US.
Complete the stack
Extend from design automation into full factory automation — metals, plastics, batteries, motors, electronics and complex assemblies under one platform.
Scale to $500M+ revenue· forward-looking
Growth is targeted to be constrained by supply rather than demand, on the strength of the cost, quality and speed advantage the LMM creates.
IPO· forward-looking
Build the operating, financial and governance readiness required for a listing on a US national securities exchange.
· Forward-looking statement. Statements regarding future revenue, the acquisition pipeline, capacity build, geographic expansion, and the timing, structure or completion of any capital event or listing are forward-looking. They reflect current management expectations, are not predictions of actual performance, and are subject to significant risks beyond the Company’s control. Actual results may differ materially. See the risk factors below and the offering documents.
· Fund terms
Key offering parameters
- Issuer
- Nemi Corp, a Texas corporation
- Offering type
- Post-Money SAFE (Simple Agreement for Future Equity)
- Securities Act rule
- Regulation S (offshore transaction; not registered)
- Eligible investors
- Non-U.S. persons only (see Regulation S Rule 902(k))
- Offering document
- Subscription Documents (available after verification)
- Valuation cap
- US$400,000,000 post-money
- Discount rate
- 15% – 25% on the next qualifying round, tiered by subscription size
- Minimum investment
- US$100,000
- Investment platform
- DealMaker (registered broker-dealer)
- Maximum raise
- US$50,000,000
- Conversion triggers
- Qualified Financing (gross proceeds ≥ US$20,000,000), SPAC Merger or IPO on a US national securities exchange, or a Liquidity Event
- Expected conversion
- Approximately 12 months from initial closing
- Underlying security
- Class A common stock
- Major Investor threshold
- US$1,000,000 aggregate
- Closing structure
- Rolling closings as subscribers complete documentation and funding
- Offering launch
- 1 September 2026 (target)
- First close
- End September 2026 (target)
- Final close
- End October 2026 (target)
- Governing law
- State of Texas
· These securities have not been registered under the U.S. Securities Act of 1933 or the securities laws of any state. They are being offered in reliance on Regulation S and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except in transactions exempt from registration.
· SAFE note overview
Post-Money Simple Agreement for Future Equity
The instrument is a Post-Money SAFE in a form customary for US bridge financings. It carries no maturity date and no interest, and is not indebtedness. It converts to equity on a Qualified Financing (gross proceeds of at least US$20,000,000), a SPAC Merger or IPO on a US national securities exchange, or a Liquidity Event.
The conversion price per share is the lower of (i) the Conversion Price Reference reduced by the investor’s applicable Discount Rate, and (ii) the Valuation Cap divided by Company Capitalization. Whichever produces the lower price, and therefore the greater number of shares, governs. Securities issued on conversion are Class A common stock, or equivalent securities of the public entity following a SPAC Merger or IPO.
Most Favored Nation
If the Company later issues a SAFE or similar instrument on materially more favourable economic terms, holders may elect to amend to those terms within 30 days of notice. Differences in Discount Rate arising solely from the tiered schedule do not trigger this right.
Major Investor rights
An aggregate Purchase Amount of US$1,000,000 or more confers pro-rata participation in the Qualified Financing, plus unaudited quarterly and audited annual financial statements, the annual operating budget and business plan, until the Company becomes subject to SEC periodic reporting.
· Because the cap is expressed on a post-money basis, where the cap governs a holder receives a percentage of post-money capitalization equal to its Purchase Amount divided by the Valuation Cap. Full terms, including Company Capitalization, are set out in the offering documents.
· Discount schedule
Discount rate is tiered by subscription size
Each SAFE converts at a discount to the price paid in the next qualifying round. The applicable Discount Rate is set by the investor’s tier — the aggregate Purchase Amount subscribed by that investor together with its affiliates across all closings.
| Tier | Aggregate purchase amount | Discount rate |
|---|---|---|
| Tier 1 | US$100,000 – US$999,999 | 15% |
| Tier 2 | US$1,000,000 – US$2,999,999 | 20% |
| Tier 3 | US$3,000,000 and above | 25% |
Round timeline
1 September 2026
Offering launch
Redomicile to the United States expected complete
End September 2026
First close
Rolling closings as subscribers complete documentation
End October 2026
Final close
Target close of the round
· Tier is determined on an aggregate basis across all closings, together with an investor’s affiliates, and pooled investment vehicles are treated as a single investor. Dates are targets and may change at the Company’s discretion. Full mechanics, including aggregation and re-tiering, are set out in the offering documents, which control.
· Powered by DealMaker
Continue on our investment platform
The full investment process (verification, subscription documents, and funding) is completed through DealMaker, a registered broker-dealer. Your jurisdiction is confirmed before you continue.
· Disclosures
What you must read before investing
Required disclosures
· Non-U.S. persons only
This offering is limited to persons who are not U.S. persons as defined in Rule 902(k) of Regulation S. The issuer, through DealMaker, will take reasonable steps to verify your non-U.S. person status and that the sale is an offshore transaction before any investment is accepted.
· No SEC approval
The U.S. Securities and Exchange Commission has not approved or disapproved of these securities, and has not passed upon the accuracy or adequacy of the offering materials. Any representation to the contrary is a criminal offense.
· No registration
The securities are being offered in reliance on Regulation S under the Securities Act of 1933. They have not been registered under that Act or under the securities laws of any U.S. state or territory.
· Restricted resale
These are restricted securities. They may not be offered or sold in the United States, or to or for the account or benefit of U.S. persons, except pursuant to registration or an available exemption, and a distribution compliance period applies.
· Forward-looking statements
Any projections, plans, targets or other forward-looking statements reflect current management expectations only. They are not guarantees of future performance, and actual results may differ materially.
· No investment advice
Neither the issuer nor the investment platform is providing investment, legal, tax or accounting advice. You should consult your own independent advisers before making any investment decision.
· Risk factors summary
Read the offering documents before investing.
- Speculative and illiquid. No public market exists for these securities and none is expected to develop. Transfer of the SAFE requires the Company's prior written consent, subject to limited exceptions, so you should assume you cannot exit this investment.
- Total loss of investment. You could lose your entire investment. You should not invest funds you cannot afford to lose in full.
- Early stage and limited operating history. The Company is an early-stage business with a limited operating history in its current structure, and is completing a redomicile from India to the United States. Early-stage companies fail at high rates.
- Dilution. Future financing rounds, the conversion of this and other SAFEs, and issuances under equity incentive plans will dilute your resulting ownership, potentially significantly.
- Dependence on key personnel. The business depends on retaining its founders and senior management. The loss of one or more of them could materially harm the Company, which also faces competition from substantially better-capitalised entrants.
- Conflicts of interest. The Company, its affiliates and the investment platform have a financial interest in the successful completion of this offering, including fees payable on capital raised. Their interests may not align with yours.
- No dividends or guaranteed return. The SAFE pays no interest, has no maturity date, and carries no dividend or guaranteed return. If no conversion event occurs, it may never convert and may deliver nothing.
- Illustrative figures are not performance. Any illustrative or hypothetical returns, valuations, scenarios or comparisons are not indicative of actual performance and must not be relied upon as a prediction of results.
- Geographic concentration. Substantially all operating activity is currently conducted through the Company's Indian operating subsidiaries. The planned reduction in that concentration depends on acquisitions that may not complete.
- Execution and further capital. The growth plan depends on executing an acquisition pipeline, integrating acquired businesses, and on the availability, size and timing of subsequent capital, none of which is assured.
- Unaudited financial information. Historical financial information is preliminary and unaudited, is prepared on an Indian GAAP basis, and remains subject to completion of a PCAOB-standard audit. It may differ materially from audited financial statements.
· The above is a summary only. Full risk factors are set out in the Subscription Documents and must be reviewed in their entirety.