FONOTEC INC. is raising $5,000,000 at a $15,000,000 pre-money valuation to complete and launch the first music platform where the artist keeps the master and 85% of the revenue. The round buys twenty-four months: it funds the full platform build, an engineering team in Berlin, an A&R team in London, and a global launch in October 2027 as headline sponsor of the DJ Awards — an event the founder owns.
On the attached model that plan delivers $236M of net revenue and $97.9M of EBITDA by 2031, at an 84.8% gross margin, from total capital of $30.2M. At a 10× revenue multiple — a discount to where Spotify trades on gross profit — that is a $2.36bn enterprise value and an illustrative 63.7× on the seed.
Everything on this page is drawn from them. Each is available on request to qualified investors.
The full narrative: the problem, the system, the four layers, the rights engine, the enterprise pipeline, the team, the milestones and the ask.
Request the deck →The full group model. Twelve linked schedules, every assumption exposed and editable, from revenue drivers through to the cap table and the ten-year scenario.
Request the model →The engineering scope of work: system architecture, technology stack, integrations, QA plan, team composition, delivery timeline and budget.
See the summary →Investors subscribe for shares in FONOTEC INC., a Delaware corporation, which on closing acquires 100% of Fonotec UK Ltd — the company where the intellectual property, the ROXOFF platform, the brand assets and the existing contracts currently sit. UK holders are converted like-for-like into the Delaware parent.
The reason is not tax. It is that this company will raise a Series A and a Series B from institutional investors who expect Delaware documents, and will ultimately be acquired by or listed alongside US-domiciled buyers. Doing the flip at seed, while the cap table is simple, is materially cheaper and faster than doing it later under time pressure.
Delaware corporation. The issuing entity for this round and for every subsequent round. Holds the group and employs the US-facing commercial team.
Wholly owned on closing. Holds the IP, the ROXOFF platform and the brand assets. Continues as the UK operating company for A&R, label operations and catalogue.
Engineering in Berlin from Q1 2027, ten full-time engineers and growing. A&R, label operations and in-house rights counsel in London.
Taxis had dispatch offices. Hotels had chains. Media had publishers. In each case a platform removed the ownership requirement, kept a small take rate, and grew far larger than the incumbent it replaced — because it made the supply side rich enough to keep supplying. Recorded music is the last major category where the middleman still demands the asset as the price of admission.
| Category | The old middleman | What it demanded | The platform | What changed |
|---|---|---|---|---|
| Taxis | Licence holders & dispatch | Owned the medallion and the car | Uber | Drivers kept the car; the platform took a fee |
| Hotels | Chains & operators | Owned the building | Airbnb | Hosts kept the property; the platform took a fee |
| Media | Publishers & broadcasters | Owned distribution | The social platforms | Creators kept the audience; the platform took the ads |
| Recorded music | Labels & DSPs | Owns the master, the publishing and the fan | FonoTec | Artists keep everything; the platform takes 15% |
Supply-side platforms win by being obviously worth joining. 85% is high enough that switching is a rational decision for a working artist, and 15% is enough to run engineering, clearance and enterprise sales at scale.
Artists are the supply. Global brands and our own stations are the demand. Both sides are painfully under-served today, and each new participant makes the platform more valuable to the other.
We acquire no masters and pay no advances. The capital goes into the machine, not into rights — which is exactly why the economics can support an 85% artist share.
Recorded music is growing, streaming is growing, performance rights are growing. One line is going backwards — and it is the one that tells you where the opportunity is.
In a year when every other line in the industry grew, the commercial licensing of music — putting a record into an advert, a show, a game, a space — shrank. Global sync is now worth less than 2% of recorded music.
That is not a demand problem. Brands, agencies, broadcasters and platforms want more music, not less. It is a friction problem: finding the rights holders, agreeing terms and clearing a use takes weeks or months and costs more than most uses are worth, so the use simply never happens and nobody gets paid.
FonoTec's clearance engine is aimed directly at that gap. We are not fighting for a share of the $600m. We are building the infrastructure that makes the uses which currently never happen, happen.
Creation tools have collapsed in price and the number of people releasing music has exploded. The overwhelming majority earn nothing meaningful. The talent exists, is skilled, and is unmonetised.
Global brands spend heavily on licensed background audio across hundreds of thousands of sites, buying interchangeable catalogue from a handful of vendors. The money is already being spent; it is going somewhere culturally worthless.
The three majors hold roughly 65–70% of global revenue, but the independent sector has taken 36–40% of total revenue through direct-to-fan platforms — and that share is climbing without anyone having built infrastructure for it.
| Pool | Size | Our position | 2031 modelled net revenue |
|---|---|---|---|
| Direct-to-fan sales | Part of the independents' 36–40% share | 15% take rate on artist storefronts, memberships and tickets | $47.9M |
| Commercial background audio | A multi-billion vendor market across retail, hospitality, QSR and healthcare | Owned stations plus branded enterprise stations | $91.6M |
| Sync, licensing & UGC clearance | $600m of reported sync, plus $2.9bn of performance rights, plus the uses that never get cleared at all | The clearance engine | $96.6M |
| Total | — | — | $236.0M |
Market figures from IFPI Global Music Report 2026 (covering 2025) and industry market-share reporting. FonoTec figures are illustrative management estimates from the group model. Note that modelled gross licence value in the clearance line exceeds reported global sync revenue by 2031 — that is deliberate: the thesis is that reported sync understates latent demand because clearing a use is currently impractical.
The defensibility is not the software. It is the combination of owned demand, an artist-acquisition channel nobody else controls, and a catalogue that gets more exclusive every year.
ROXOFF and NHSFM are our own stations. New artists are paid from day one because we control where their music goes — we are not waiting for a third party to programme them.
The DJ Awards is owned by the founder. That is a permanent, non-replicable channel to the most credible emerging artists in electronic music — and a launch stage no competitor can rent.
Enterprise clients pay for music that exists nowhere else. Every year of operation deepens a proprietary catalogue that is unavailable to any competitor at any price.
85% is contractual and published. Once artists organise around it, a competitor cannot undercut us without destroying their own margin — and an incumbent cannot match it without repricing their entire back catalogue.
Storefronts, memberships, ticketing and merch, direct to fans. High volume, low value per transaction, very high gross margin. This is the top of the funnel and the daily reason an artist opens the app.
ROXOFF sells sessions and passes to the after-hours audience. NHSFM sells annual per-site licences to clinical estates. Owned inventory, commissioned catalogue, the highest margin in the group.
Annual branded-station contracts with global brands across automotive, hospitality, restaurants, retail and healthcare. Large contract values, multi-year, and the line that carries the group to scale.
Sync placement out of the commissioned catalogue, co-owned brand imprints, and anonymised performance data on how audio moves commercial behaviour — a dataset no DSP is positioned to build.
The business-analysis phase is complete: six requirements workshops, a full feature list, functional maps per user type, wireframes with user stories, a selected architecture, a mapped integration list and a bottom-up estimate of 5,121 engineering hours from an engaged delivery partner. The technical discovery risk that normally consumes the first two quarters of a seed round has already been paid for.
The full system — mobile apps, both web applications, backend, scheduler, public site, documentation and unit tests — is around $265K. The other 95% goes into catalogue, A&R, enterprise sales and the launch.
One core codebase, customised per station. It is why ROXOFF and NHSFM ship from the same build, and why the eleventh enterprise client costs a fraction of the first.
This distinction matters more than any other in the deck. Spotify and SoundCloud are distribution. They compete for listeners. FonoTec competes for artists — which puts us directly against Universal, Sony and Warner, and against the one thing they structurally cannot change.
| Company | Revenue | Market cap | EV / revenue | Why they can't follow us |
|---|---|---|---|---|
| Universal Music Group | c.$14.1bn | c.$38.2bn | c.2.7× | Every economic in the business depends on owning the master. An 85% artist share would reprice the entire back catalogue. |
| Warner Music Group | c.$6.4bn | c.$13.7bn | c.2.1× | Same structural constraint, less balance sheet to absorb the transition. |
| Sony Music Entertainment | Not separately listed | — | — | Second in recorded music, first in publishing. Deepest rights position and therefore the most to lose. |
| Streaming DSPs | — | — | — | Not a competitor. Their rights deals with the majors make an 85% artist share impossible, and they have no demand side beyond listening. |
| Distributors & direct-to-fan | — | — | — | Pipes and storefronts. Excellent artist economics, but no demand generation and no clearance layer. |
| FonoTec | $236M modelled 2031 | — | 10× target | — |
Six things a music company can do for an artist. Nobody currently does more than three.
| Artist keeps master | Artist share | Direct fan sales | Generates demand | Brand / enterprise income | Instant rights clearance | |
|---|---|---|---|---|---|---|
| Major labels Universal, Sony, Warner |
No | 15–25% post-recoupment | No | Yes — the core skill | Yes | No |
| Streaming DSPs Spotify, Apple Music |
n/a | Fractions of a cent, pooled | No | Playlisting only | No | No |
| Direct-to-fan Bandcamp-style storefronts |
Yes | c.82–90% per sale | Yes | No | No | No |
| Distributors DistroKid, TuneCore |
Yes | 100% less a flat fee | No | No | No | No |
| Commercial audio vendors Mood Media, Soundtrack Your Brand |
n/a | Library rates, artist anonymous | No | No | Yes — the core skill | No |
| Production libraries Sync and stock catalogues |
Often no | c.50%, frequently buy-out | No | No | Yes | Partial — pre-cleared but generic |
| Rights admin & societies Collecting societies, admin publishers |
Yes | Collection less commission | No | No | Collects, doesn't sell | No — retrospective, not instant |
| FonoTec | Yes, always | 85% of everything | Yes | Yes — owned stations + enterprise | Yes | Yes — the clearance engine |
Unlikely, and slow. Their entire economics depend on owning masters. Offering 85% on new signings while holding a back catalogue on 15–25% creates an internal repricing problem they cannot survive. If one did, it would take years and would validate the category.
The real threat, and the reason speed matters. They have the catalogue relationships and the capital. What they do not have is rights ownership by artists, or a reason for the majors to cooperate in disintermediating themselves. Our answer is to own the registry first.
Possible. The defence is not the software — it is owned demand from day one, an artist-acquisition channel nobody can rent because the founder owns it, and a commissioned catalogue that compounds in exclusivity every year.
ROXOFF live in market. FonoTec brand system complete across parent and stations. Core matching and payout architecture built and running against real inventory.
Clinical pilot sites signed and instrumented. Three enterprise concepts — automotive, hospitality, restaurant — presented to named targets. FonoTec Inc. incorporated in Delaware.
Funds the full platform build, the London A&R team, the Berlin engineering team, enterprise sales and the October 2027 global launch.
Berlin engineering team hired and shipping. London A&R and label operations running commissioning at volume. First enterprise contracts signed and rolling out.
FonoTec launches worldwide as headline sponsor of the DJ Awards. Every nominee receives twelve months of free platform access and keeps 100% of their revenue for that period.
Multi-market enterprise rollout, sync and imprint lines live, and a Series A raised against contracted recurring enterprise revenue.
The round funds one job: get the full system platform live and launched globally in October 2027, with the teams in place to serve enterprise demand when it arrives. It does that on the back of three things that will already be proven before a dollar of it is deployed.
A clinical trial of zone-governed music with one of the best-known cancer centres in the world. This converts the published literature into our own evidence, and it is the strongest single asset the group can carry into healthcare procurement.
Session pricing, the creator supply loop and the engine running at full load against real listeners and real commissioned catalogue.
The first enterprise station in production. Proves the white-label architecture works for a third party, which is the whole commercial thesis of the build.
| Use of funds | Allocation | Share | What it buys |
|---|---|---|---|
| Platform & engineering — Berlin | $1.90M | 38% | Ten full-time engineers from Q1 2027, growing. Full-system build against a completed specification: creator platform, matching engine, enterprise console, payments and reporting. |
| A&R, label operations & catalogue — London | $1.05M | 21% | A&R leadership, commissioning budget and the exclusive catalogue that enterprise contracts are sold against. |
| Global launch & DJ Awards rollout | $1.05M | 21% | October 2027 headline sponsorship, nominee onboarding, multi-territory campaign and creative production. |
| Enterprise sales & partnerships | $0.55M | 11% | Enterprise sales leadership plus pilot delivery capacity across automotive, hospitality, restaurant and clinical sectors. |
| Rights, licensing & in-house counsel | $0.45M | 9% | The licensing framework and registry that the clearance engine depends on. Staffed from year one, not deferred. |
| Total | $5.00M | 100% | Twenty-four months of runway, through global launch and into contracted enterprise revenue |
Built bottom-up from drivers across five revenue lines. Reported net of amounts paid through to artists — the standard marketplace presentation, and the only way the 85% artist share and the group margin can both be read honestly.
| $m | 2027 | 2028 | 2029 | 2030 | 2031 |
|---|---|---|---|---|---|
| Creator platform | 0.11 | 1.50 | 6.75 | 20.78 | 47.88 |
| ROXOFF | 0.99 | 3.56 | 9.59 | 21.77 | 38.10 |
| NHSFM | 0.14 | 0.95 | 3.60 | 10.50 | 24.20 |
| Enterprise stations | 0.29 | 1.44 | 4.56 | 12.87 | 29.26 |
| Rights, sync & licensing | 0.11 | 1.72 | 10.23 | 37.44 | 96.60 |
| Group net revenue | 1.64 | 9.17 | 34.73 | 103.36 | 236.04 |
| Gross profit | 1.29 | 7.42 | 28.86 | 86.94 | 200.23 |
| Gross margin | 78.5% | 80.9% | 83.1% | 84.1% | 84.8% |
| EBITDA | (2.58) | (1.84) | 0.83 | 28.11 | 97.94 |
| EBITDA margin | — | — | 2.4% | 27.2% | 41.5% |
| Closing cash | 2.20 | 24.77 | 24.19 | 45.06 | 118.04 |
ROXOFF is taken from the company's own five-year projections and converted at 1.27 USD per GBP. Operating breakeven is reached in 2029. A Series A of $25M is modelled in 2028, raised from strength rather than need.
The number that matters more than any other line in this model. It is the acquisition engine, the retention mechanism and the entire reason the supply side chooses us.
Across storefront sales, memberships, station rotation, enterprise licensing and rights clearance — more than three and a half times FonoTec's own revenue in the same year.
The line that barely exists today because clearing a use is slower and more expensive than the use is worth.
Seeded by DJ Awards nominees in October 2027, then grown peer to peer by the only pitch in the industry that needs no explanation: keep your masters, keep 85%.
| Scenario | 2031 revenue multiple | Enterprise value | Implied EV/EBITDA | Seed stake value | MOIC |
|---|---|---|---|---|---|
| Conservative | 6.0× | $1.42bn | 14.5× | $191M | 38.2× |
| Base | 10.0× | $2.36bn | 24.1× | $319M | 63.7× |
| Upside | 15.0× | $3.54bn | 36.2× | $478M | 95.6× |
Stated as arithmetic rather than ambition, because the conditions are the interesting part. Here is what would have to be true.
| $bn unless stated | 2031 | 2032 | 2033 | 2034 | 2035 | 2036 |
|---|---|---|---|---|---|---|
| Group net revenue ($m) | 236 | 520 | 1,150 | 2,500 | 5,200 | 9,500 |
| Revenue multiple | 10× | 10× | 10× | 11× | 11× | 11× |
| Implied enterprise value | $2.4bn | $5.2bn | $11.5bn | $27.5bn | $57.2bn | $104.5bn |
FonoTec has to be valued as a platform, not as a label. Universal Music Group is worth roughly $38bn on about $14bn of revenue — a multiple of around 2.7×. At label multiples, a $100bn valuation would require some $37bn of revenue, which is more than the entire global recorded music market. At marketplace-platform multiples of 10 to 12× it requires $8–10bn.
That is not a presentational trick. It is the actual difference between the two businesses. A label owns rights and is valued on the assets it holds. FonoTec owns none, and is valued on take rate, network effects and transaction volume — exactly like the platforms that replaced the ownership-based middleman in taxis, hotels and media.
It is already the largest line by 2031. To reach $9.5bn it has to become the default clearing house for commercial and user-generated music licensing worldwide — tens of millions of transactions a year, not the two million modelled for 2031.
One million artists becomes tens of millions. The 85% share and full rights retention are the acquisition engine; the DJ Awards is the beachhead, not the destination.
A sustained triple-digit compound rate for five more years. Few companies have done it. The ones that have are precisely the comparator set.
The 10× revenue multiple in the base case is the number most likely to be challenged, so here is the working. It is not an aspiration — it is a discount to the most obvious public comparable, on the two measures that actually matter.
| Spotify | Universal Music Group | FonoTec — 2031 base case | |
|---|---|---|---|
| Revenue | c.$20.5bn | c.$14.1bn | $236M |
| Enterprise value | c.$95bn | c.$38bn | $2.36bn |
| EV / revenue | c.4.6× | c.2.7× | 10.0× |
| Gross margin | c.31% — it licenses catalogue from the majors | Rights-owner economics | 84.8% — it commissions its catalogue |
| EV / gross profit | c.14.9× | — | 11.8× |
| EV / EBITDA | c.30.3× | — | 24.1× |
Against Spotify's 14.9×. A dollar of FonoTec revenue converts to nearly three times the gross profit of a dollar of Spotify revenue, because we do not pay the majors for catalogue. On the measure that strips out that difference, we are priced 21% below Spotify.
Against Spotify's 30.3×. Again a discount, on a business modelled to grow considerably faster from a far smaller base.
Universal trades at roughly 2.7× revenue. If FonoTec is ever valued as a label rather than as a platform, the base case falls by three quarters. Establishing which of the two this company is, is the single most important thing in this document.
Government-scale platform delivery, two decades of A&R, senior engineering from Amazon and adidas, and ownership of the awards that the electronic music industry already turns up to.
Founder of TechAdVenture, owner of the DJ Awards, and the operator behind FonoTec's brand, product and commercial architecture. Twenty years building and buying businesses at the intersection of music, technology and live experience.
Former Head of Digital Transformation for the UK Government and a Sony-signed artist — one of the very few people who has run public-sector-scale platform delivery and been on the wrong end of a record deal.
Twenty years in A&R for Blanco y Negro and international events producer for Circuit Festival. Builds and runs the commissioning process that keeps the catalogue supplied.
Senior product manager, ten years across TravelPerk, Postmates and Oliver Wyman, plus several shipped products of his own. Owns the creator platform and the enterprise console.
Senior software engineer, eleven years at Amazon, TravelPerk and Adidas, with a long-standing specialism in music technology. Leads the matching engine.
Senior software engineer, eight years across server and client-side delivery — previously Weavii and OneFootball. Owns platform reliability and the payments pipeline.
Founder and former President of international fashion brand F2NYC. Runs artist acquisition and the peer-led community growth that supplies the platform.
Three years of finance and operations at TechAdVenture, the investment vehicle behind FonoTec, and owner of Wolfburgh Fitness.
FONOTEC INC., a Delaware corporation, is raising a $5.0M seed round to complete the full system platform, stand up the London A&R and Berlin engineering teams, and deliver the October 2027 global launch as headline sponsor of the DJ Awards.
The deck, the detailed five-year model and the data room are available on request to qualified investors.
Swap these three links for your DocSend, data-room and calendar URLs when they're live — the buttons are already wired and styled.
FONOTEC INC. (Delaware), 25% at close. Target close 31 January 2027. Lead and follow-on allocations available; UK investors should take independent advice on structure and any available relief.
The seed funds 2027 and 2028 in full, taking the company through global launch and into contracted enterprise revenue before the $25M Series A.
We are actively looking for investors with reach into automotive, hospitality, restaurant or healthcare estates. An introduction to the right buyer is worth more to this company than the cheque.