Non-binding summary of principal terms · Version 1.0 · 2 September 2026
Pre-seed Term Sheet
This Term Sheet summarises the principal terms on which Smartocule Ltd is prepared to discuss a closed pre-seed subscription. It is not a prospectus, not a public offer of transferable securities, not investment advice, and (except for confidentiality, governing law and no-shop as stated below) is not itself a binding subscription contract. Binding terms, if any, are formed only after registration of an investor cabinet, eligibility checks, and electronic acceptance of the Public Offer.
| Issuer | Smartocule Ltd, Cyprus, HE 458217, 17 Griva Digeni, Korina Court, 3rd Floor, Office 302, 3036 Limassol |
| Instrument | Ordinary shares, or contractual subscription rights recorded book-entry in the investor cabinet pending allotment and register update |
| Round | Closed pre-seed; invitation only; Company may accept, scale back or refuse any application without reasons |
| Paper price | USD 12.50 per share |
| Indicative post-money | USD 80 million if the round is fully taken up at that price (see Cap Table) |
| Use of proceeds | Prototype optical stack, on-device model, industrial design freeze, ordinary working capital. Not a deposit, not a loan, not a yield product |
| Eligibility | Natural persons 18+ who complete cabinet registration, identity checks the Company requires, and are not prohibited persons (sanctions, US public-offer restrictions as the Company applies them) |
| Process | Materials and application flow are available only in the authenticated cabinet after email verification. The public website does not take payment instructions |
| Dividends / voting | No dividend policy. Voting only as attached to allotted ordinary shares under Cyprus law and the articles; cabinet balances are not a listed security |
| Transfer | Lock-up and consent of the Company; no public market; no obligation to repurchase |
| Dilution | Future issues of shares or options will dilute. The Cap Table’s later-round rows are illustrative only |
| Information | Company may give cabinet updates at its discretion. No stock-exchange disclosure regime applies |
| Risk | Total loss of the amount subscribed is possible. Hardware, waveguide yield, timeline, regulation and liquidity are material risks. Read the Risk Disclosure PDF and the Public Offer |
| Governing law | Cyprus. Courts of Limassol. English text of the Offer controls over the Russian interface |
| Binding contract | This Term Sheet is a summary. The Public Offer and any allotment resolution bind, if at all |
Director: K. Mercer. Investor correspondence: investors@smartocule.com. Legal: legal@smartocule.com.
Legal memorandum · Cap table · Public Offer
End of Term Sheet