KWKR advises NCBR Investment Fund ASI on co-investment in Polish drone manufacturer FlyFocus

The KWKR team advised NCBR Investment Fund ASI, a venture capital fund with public funds, on a co-investment in FlyFocus sp. z o.o.

Our task was to provide comprehensive legal support to the fund – from due diligence and tax structure analysis to the negotiation of investment documentation – so that the project combining public and private capital could be carried out on market terms, in compliance with the internal regulations of NCBR Investment Fund ASI.

As part of the transaction, the KWKR team was responsible, among other things, for:

• analysing the findings of the due diligence and securing them in the investment agreement,
• preparing a tax opinion on the adopted investment structure,
• negotiating the investment agreement and accompanying documents with other investors,
• assessing the terms of the co-investment in terms of the pari passu principle – so that NCBR Investment Fund ASI and private investors participated in the transaction on the same market terms, without privileging either party.

The transaction was led by partner Paulina Opiełka and senior associate Paweł Machowski. Associate Kamil Stengert also worked on the team.

FlyFocus – Polish manufacturer of advanced drones

The subject of the investment is FlyFocus sp. z o.o. – a Polish SME specialising in the design and manufacture of unmanned aerial vehicles (UAVs). FlyFocus develops solutions for civil, military and security applications. The core of the team consists of experienced engineers, and the company’s offer also includes custom product development and engineering services that go beyond the UAV segment itself.

The technologies developed by FlyFocus can be used, among other things, for:

• monitoring and protecting critical infrastructure,
• increasing security and situational awareness (monitoring, environment analysis),
• supporting the activities of law enforcement and defence forces.

Co-investment model – public and private capital together

The transaction was carried out as a co-investment, i.e. a joint investment by NCBR Investment Fund ASI and private venture capital funds.

In such projects, NCBR Investment Fund ASI acquires minority stakes in companies at the growth stage, operating on market terms. Public capital complements private capital here – without distorting competition in the market and without giving the public fund an advantage.

In the case of FlyFocus, the co-investment model allows growth capital to be directed to a technology company operating in a sensitive, highly regulated environment – at the intersection of the civil, security and defence markets.

Significance of the project and KWKR’s experience

The investment in FlyFocus shows that the public–private co-investment model can effectively support the development of technology companies that are important for security, infrastructure and defence, while maintaining transparent, market-based rules of cooperation between investors.

For KWKR, this is another project that confirms our experience in:

• handling venture capital transactions,
• advising on public–private co-investments,
• working with high-tech companies operating in regulated markets.

If you are planning to invest in a technology company, a transaction involving a public fund or a VC co-investment project, the KWKR team will be happy to support you at every stage of the process – from structure analysis, through negotiations, to closing the transaction.