Indicative principal terms for the proposed seed investment in {{ COMPANY_LEGAL_NAME }}, a UK limited company to be incorporated in connection with this financing. Issued to named recipients only.
This term sheet summarises the proposed principal terms of the financing described below. It is non-binding except for the confidentiality and exclusivity provisions, and is subject to satisfactory completion of due diligence and execution of definitive long-form documentation.
This document is being shared with prospective investors who satisfy the relevant UK self-certification criteria. Confirmation of investor status is required prior to subscription.
| Issuer | {{ COMPANY_LEGAL_NAME }} (the “Company”), a private limited company to be incorporated in England & Wales prior to closing. |
|---|---|
| Founders | Joel Smalley, Adam Mackay, Alex Pelosi-Buchanan, Jamie Fisher, Roger Black, Steve Backley (collectively, the “Founders”). |
| Investors | One or more accredited or self-certified investors (the “Investors”), each subscribing in this round. |
| Round size | {{ ROUND_SIZE }} aggregate, single tranche, single closing. |
| Minimum cheque | {{ MIN_CHEQUE }} per Investor. The Company reserves the right to waive at its discretion. No maximum cheque. |
| Minimum aggregate | {{ MIN_AGGREGATE }}. The Company will not proceed with closing below this aggregate threshold. |
| Target first close | {{ ROUND_CLOSE_DATE }}. Indicative target; the Company aims to hold an initial close around this date and may close earlier once the {{ ROUND_SIZE }} target is reached. Subscriptions are accepted on a rolling basis between this date and the long-stop date below. |
| Long-stop date | {{ LONG_STOP_DATE }}. Subscriptions may continue to be accepted until this date at the Company’s discretion (further closings on the same terms). After the long-stop date, the round will be deemed closed unless extended by mutual agreement. |
| Funds expected | Cleared into the Company’s solicitor’s client account within 4 business days of each Investor’s subscription. |
| Instrument | Ordinary shares of {{ NOMINAL_VALUE }} nominal value (the “Round Shares”), ranking pari passu with the Founders’ ordinary shares. No preference share class, no liquidation preference, no anti-dilution. |
|---|---|
| Pre-money valuation | £1,400,000 |
| Post-money valuation | {{ POST_MONEY_CAP }} |
| New investor stake | {{ NEW_INVESTOR_PCT }} of fully-diluted post-money equity. |
| Founders’ retained stake | {{ FOUNDERS_PCT }} post-money, distributed per the cap table overleaf. |
| Issue price | {{ ISSUE_PRICE }} per Round Share ({{ NOMINAL_VALUE }} nominal + {{ SHARE_PREMIUM }} share premium). |
| Number of Round Shares | {{ ROUND_SHARES }} |
| Use of proceeds | 40% product & engineering; 30% business development & go-to-market; 15% infrastructure & operations; 15% working capital, legal & compliance (including SEIS/EIS advance assurance). |
| Holder | Role | Shares | % |
|---|---|---|---|
| Joel Smalley | Product, CTO | 155,938 | 24.95% |
| Adam Mackay | BD, CEO | 155,938 | 24.95% |
| Alex Pelosi-Buchanan | Distribution | 100,000 | 16.00% |
| Jamie Fisher | Pilot · Muvin | 44,375 | 7.10% |
| Roger Black | Distribution | 21,875 | 3.50% |
| Steve Backley | Distribution | 21,875 | 3.50% |
| Founders subtotal | — | {{ FOUNDER_SHARES }} | {{ FOUNDERS_PCT }} |
| New investors (this round) | Round Shares | {{ ROUND_SHARES }} | {{ NEW_INVESTOR_PCT }} |
| Total post-closing | — | {{ TOTAL_SHARES_POST }} | 100.00% |
| Board composition | Two executive directors at closing: Adam Mackay and Jamie Fisher. Investors (acting collectively, or any single investor holding ≥10% of the Company) may nominate one non-executive director (NED) to the board, subject to founder approval not unreasonably withheld. Investors holding ≥5% may otherwise appoint a non-voting observer. |
|---|---|
| Information rights | Quarterly management accounts and an annual operating plan supplied to each Investor holding ≥5%. |
| Pre-emption | Pro-rata pre-emption rights on future equity issuances, customary carve-outs (employee share scheme, M&A consideration). |
| Drag-along / Tag-along | Customary drag-along triggered by holders of ≥75% of the shares; tag-along on any sale by Founders of >5% of their shares. |
| Share transfers | Founders’ shares subject to customary good-leaver / bad-leaver provisions, to be specified in long-form documentation. |
| SEIS/EIS | Pursuing SEIS and/or EIS advance assurance from HMRC is a post-funding obligation of the Company; it is not a closing contingency and is not assured prior to distribution of this document. No DD on eligibility has been undertaken; the Company makes no representation or warranty as to qualifying status. SEIS/EIS forms no part of the consideration. |
| Confidentiality | Recipients shall keep this term sheet and all related information confidential. Binding. |
| Exclusivity | The Company shall not solicit competing offers from the date of execution until closing on {{ ROUND_CLOSE_DATE }}. Binding. |
| Governing law | English law. Exclusive jurisdiction of the courts of England & Wales. |
|---|---|
| Expenses | Each party bears its own legal and advisory costs. |
| Founder IP assignment | At incorporation, Joel Smalley (and, where applicable, his trading vehicle Rubytech) will assign to the Company all intellectual property in the {{ BRAND_NAME }} platform built to date — outright, with no licence-back and no royalty. The Company will own the platform at day one, free of any encumbrance. |
| Conditions to closing | (i) Incorporation of the Company; (ii) execution of the Founder IP assignment described above; (iii) completion of investor due diligence to its reasonable satisfaction; (iv) execution of a shareholders’ agreement and adoption of bespoke articles; (v) receipt of cleared funds. |
| Long-form documentation | Subscription & shareholders’ agreement and bespoke articles of association to be drafted by the Company’s solicitors and circulated within 3 days of mutual signature of this term sheet. |
The Investor must additionally complete one of the two FCA self-certification statements on the pages that follow before subscription monies are accepted. The exemption that the Company relies upon to make this financial promotion is the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (FPO), article 48 (Certified High Net Worth Individuals) or article 50A (Self-certified Sophisticated Investors).
I make this statement so that I can receive promotional communications which are exempt from the financial-promotion restriction in the Financial Services and Markets Act 2000. The exemption relates to certified high net worth individuals. I declare that I qualify as such because at least one of the following applies to me:
I declare that I am a self-certified sophisticated investor for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. I understand that this means: (i) I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority; (ii) the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority; (iii) by signing this statement I may lose significant rights; (iv) I am aware that it is open to me to seek advice from someone who specialises in advising on this kind of investment.