Popwheels, Inc.

Creating America’s First Electric Battery Swap Network
$ 0


Target Offering


Minimum Investment


Maximum Offering


Share Price

Offering Ends September 22, 2023

$ 0


Target Offering


Minimum Investment


Maximum Offering


Share Price

Offering Expires
September 22, 2023

The Offering:

NYC is home to possibly hundreds of thousands of privately owned, unregistered, light electric vehicles (LEVs). These include e-bikes, e-scooters, e-mobility scooters, and power wheelchairs. Almost all use lithium-ion battery packs to function.

Unfortunately, most of the battery packs in use contain cells made from the less stable nickel magnesium cobalt (NMC) cathodes – a significant fire hazard for apartments and homes, and an inefficient use of hard to extract minerals. LEV owners use these dangerous NMC battery packs since they want an energy dense battery and are usually unaware of possible battery related concerns or other possible options

Popwheels offers a far better alternative .

Our mission: to build and maintain the first network of LEV battery swap stations in NYC. Subscribers will have access to thousands of swap/charge lockers across the city, where they can exchange their depleted battery for a fully-charged one in seconds. Instead of using fire-prone NMCs, our battery packs will use LiFePO4 (LFP) cells. These cells have a slightly shorter range than NMC cells, but are safer to charge indoors, use minerals that are more ethically mined, and have a significantly longer lifespan than NMCs.
With range no longer the main concern of the end user (because they can easily swap en route), these safer, more sustainable batteries make LEV use even more socially conscious and accessible.

Here’s how it works:

  • Subscribers use the Popwheels app to locate the closest swap station
  • At the station, they swap our their depleted battery for one that’s fully charged
  • The depleted battery recharges in the locker within minutes – it’s now ready for the next subscriber to use
  • The LEV owner rides off with a fully charged battery – and peace of mind

Battery swapping is common overseas, most notably in Taiwan and India. Here in NYC, however, no one is yet offering this service. At Popwheels, we believe this represents an overlooked market of hundreds of thousands of existing and potential LEV users. The city is in desperate need of a battery exchange network that doesn’t exist but should. Once Popwheels creates this network, our users will find it indispensable.

Offering Type:
Security Type:
Series CCC Convertible Preferred Stock
Maximum Offering:
Target Offering:
Minimum Investment:
Broker Dealer:
Transfer Agent:
Escrow Agent:

Use of proceeds if the offering’s maximum amount of $5,000,000 is raised:

Use Amount % of Proceeds
Intermediary Fees
Location Monitoring & Customer Service
Executive Salaries
Sales and Marketing
Rent for 80 Locations (6 months)
R&D (Software Dev)
Office and Storage

Popwheels intends on powering the very high growth LEV market in NYC. This market has been growing astronomically since even before the pandemic. Popwheels battery swap service is what NYC needs right now, and can monopolize the battery swap market in NYC, perhaps even the USA.

Why Popwheels?

Popwheels is the right company to deliver a battery swapping solution to NYC at this time. More than ten years ago, Popwheels founder Baruch Herzfeld was perhaps the first person in NYC to launch both a bike sharing network, as well the first person in NYC to launch a bike part vending machine.

Innovation and community service is in our DNA. In fact, Popwheels originally started during the pandemic as a community volunteer project, in which we recycled discarded mobility scooters, fixing them up to help seniors and the mobility challenged who needed to avoid public transportation for health reasons. That empathy, whether it is thinking about the best ways to improve mobility for seniors, delivery riders or commuters, combined with technological innovation and improvisation, will be the keys to our success.


Baruch Herzfeld

Chief Executive Officer

Baruch Herzfeld, founder and CEO of Popwheels, is an ideas maverick and inventor. He constantly searches for ways to create fun and functional solutions for himself and those he encounters. Specializing in communications technology, transportation and immigrant culture, Baruch has a strong understanding of how to use technology to build community.. When Baruch encountered an elderly man in need of help because his mobility scooter battery lost its charge during Covid, he had a realization that there is a growing need for quick, easy, convenient access to charged LEV batteries in NYC. Popwheels was born.

Baruch is a values-driven social entrepreneur with a demonstrated record of success, specializing in rapidly scaling change-making startups. He built and launched the first bike sharing program and bike vending machine in NY and founded Zenomedia – a streaming radio network of 30K stations and 10 million listeners for the immigrant diaspora.

Baruch, a father of four, lives in Crown Heights, Brooklyn. He enjoys transporting his 4 year old triplets to school on an electric cargo bike and playing ball with his eldest son. His other hobbies include cooking, and riding around Brooklyn on his scooter making new friends.

The pandemic drove a 240 percent surge in e-bike sales from 2020 to 2021, which is obviously not sustainable. However, all those ebikes need periodic replacement of their batteries, so even if LEV sales slow down, all of the existing LEV batteries will need to be replaced.

Regulation CF FAQ:

For Non-Accredited Investors (most fall into this category) the limitation on how much you can invest depends on your net worth and annual income.

If either your annual income or your net worth is less than $107,000, then during any 12-month period, you can invest up to the greater of either $2,200 or 5% of the greater of your annual income or net worth.

If both your annual income and your net worth are equal to or more than $107,000, then during any 12-month period, you can invest up to 10% of annual income or net worth, whichever is greater, but not to exceed $107,000.

  • After you review the offering statement and information and decide you’d like to invest and how much, you complete the application with the requested information and electronically sign the documentation.
  • Rialto Markets, the Broker Dealer, reviews the information for Anti-Money Laundering and Know Your Customer type reviews
    • If you pass the review, Rialto initiates the funds via ACH or Credit Card (or you send the wire or check if applicable)
    • If you don’t pass the review, Rialto or the Issuer will reach out to you to update information to clear you for the reviews or otherwise
  • Once the funds have been cleared by the escrow agent (funds go directly there), Rialto will match your funds with your cleared application for investment, and issue you the stock by validating the subscription agreement and notifying the Transfer Agent to record your ownership on the Issuers capitalization table.

The timeline is generally 2 to 4 weeks but can always happen sooner. It all depends on the information you provide and if there are issues, how quickly we hear back from you.

  • If we bump up against any “hits” on our reviews, we are required to clear each one of those potential conflicts to evidence there are no issues.
  • If the information provided is not correct or is incomplete, we will need to reach out and get this corrected.
  • Even though funds are initiated or you see them pending in your funding source, this does not mean they are in the escrow account for the offering. Based on the payment rails available in the US, these funds may not appear in escrow for 1-2 days and then they have to sit there for a few days until the escrow agent is satisfied there doesn’t
    appear to be any issues
  • Matching of payments to approved applications happens in batches, so while all ready to be closed, your application maybe in the next batch.
Rialto Markets LLC is the FINRA/SEC registered Broker Dealer who has been engaged by the Issuer to act as the Onboarding Agent for this offering.
  • Rialto Markets LLC is NOT placing or selling these securities on behalf of the Issuer.
  • Rialto Markets LLC is NOT soliciting this investment nor making any recommendations by collecting, reviewing and processing your application for investment.
  • Rialto Markets LLC conducts Anti-Money Laundering, Identity and Bad Actor Disqualification reviews of the Issuer, and ensures they are a registered business in good standing.
  • Rialto Markets LLC is NOT validating or approving the information provided by the Issuer or the Issuer itself.
  • Contact information is provided for applicants to make inquiries and requests of Rialto Markets LLC regarding the general application process, the status of the application or general Reg CF regulation related information. Rialto Markets LLC may direct applicants to specific sections of the Offering Statement to locate information or answers to their inquiry but does not opine or provide guidance on Issuer related matters.
Rialto Markets is compensated by the Issuer for providing its Broker Dealer Onboarding Agent services as disclosed in the Offering Statement. Rialto Markets does NOT charge the applying investor any fees whatsoever. Please visit our Relationship Summary for more details.

By investing in an Issuer’s Reg CF offering where Rialto Markets is the Broker Dealer Onboarding Agent, Rialto must ensure that you as the investor, do not breach the SEC’s limits on investing in Reg CF Offerings within a 12 month period. While it’s not a full-fledged brokerage account where we custody your holdings or recommend any investments, you will have an account at Rialto to track the investments made where Rialto was engaged as the Broker Dealer
Onboarding Agent.

There is NO cost, charge or no annual fees etc. for this account whatsoever.

As you are buying a security regulated by the SEC, and as a Broker Dealer we are required by SEC regulations to reasonably ensure Anti-Money Laundering and Know Your Customer reviews are satisfied and that Permitted Investor Limits are not breached, we collect this information to perform the required reviews.

Rialto may share certain details of an applying/completed investor as listed on the subscription agreement, with the Transfer Agent and Escrow Agent if requested for valid purposes of processing an investment application.

Applying investors with questions about the company or its product or the offering should submit their questions in the Discussion section of the investment website. This is a public forum where valid questions will be displayed for all to view, with responses clearly tagged with who the response is from (i.e., the Issuer, Rialto Markets).
An accredited investor, in the context of a natural person, includes anyone who:
  • earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year, OR
  • has a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence), OR
  • holds in good standing a Series 7, 65 or 82 license.
Any questions about the application, how to navigate it, what’s the process, etc. should be directed to Rialto Markets using the contact information provided at the bottom of the investment website.

Within three years of finalizing our $5M CF round, Popwheels believes it can grow to 180,000 monthly subscribers and $200 Million in annual revenue.



July 5
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