Capitalisation table
Schematic fully-diluted ordinary share capital of Smartocule Ltd (HE 458217) immediately after completion of the current closed pre-seed round, assuming the round is fully taken up on the terms of the Term Sheet. Figures are management estimates. This is not an audit, not a register extract, and not a forecast of later rounds.
Paper price of this round: USD 12.50 per ordinary share. Indicative post-money equity value if the round is fully subscribed on those terms: USD 80 million. Implied fully-diluted share count: 6,400,000.
| Holder | Shares (FD) | % | Notes |
|---|---|---|---|
| Founders (ordinary) | 4,480,000 | 70.0% | Voting ordinary; lock-up as in the Term Sheet |
| Employee option pool | 768,000 | 12.0% | Reserved, unallocated until grants; counted FD |
| Pre-seed investors (this round) | 1,152,000 | 18.0% | Book-entry subscription rights / ordinary, subject to allotment |
| Total (FD) | 6,400,000 | 100% | USD 80m ÷ USD 12.50 |
What this table is not
It is not a certified copy of the register of members. Allotment occurs only if and when the Company accepts a subscription and records it. Percentages shift if the round is not fully taken up, if the pool is enlarged, or if any founder reallocation is approved.
Illustrative later rounds (not committed)
Internal working model used on the cabinet IPO illustration, for dilution literacy only. The Company has not authorised Series A, B or C. New shares, if issued, dilute every holder.
| Layer | Shares, million | Purpose (illustrative) |
|---|---|---|
| After this pre-seed | 6.40 | Founders, ESOP 12%, this round |
| Series A (illustrative) | +3.20 | Waveguide tooling, optics hires |
| Series B (illustrative) | +4.50 | Manufacturing ramp, channels |
| Series C (illustrative) | +5.10 | Working capital before any listing attempt |
| Further ESOP | +5.80 | Hiring to listing, if any |
| Illustrative FD at a 2031 listing case | 25.00 | Not a promise of listing or of that count |
Prepared by management. See also the Unaudited capitalisation statement and the Term Sheet.
Smartocule Ltd · K. Mercer, Director