Cook + Thief
From the co-founder of Mr & Mrs Smith, a ghost kitchen revolution to reinvent restaurant delivery
- From the Co-Founder of Mr and Mrs Smith
- Disrupting the £8.5+billion UK restaurant delivery market
- Groundbreaking patent-protected delivery technology
- Investment conditional upon Future Fund funding - see Key Info
Learn more about convertible loan campaigns.
Hi, we are Cook + Thief, passionate flavour seekers, on a mission to deliver to the world the most incredible restaurant dishes by reinventing the takeaway forever.
5 years ago, our CEO, a self-confessed food obsessive (and co-founder of Mr & Mrs Smith) began searching for a way to create a luxury brand that could disrupt the restaurant delivery market. He knew that to work with the best restaurants he’d have tear up the takeaway rule book. It would mean new packaging, new back-box technology and a new model.
It worked. After publishing our first patent, we partnered with some of the hottest restaurants in London to bring them and their mouth-watering dishes together under one single menu in our central London ghost kitchen.
So, whether you fancy a Tom Griffiths dirty burger or an Ollie Dabbous strawberry cheesecake all our dishes arrive in pristine condition on 100% biodegradable packaging so beautiful you can eat straight from it.
We believe this is the future of restaurant delivery.
Substantial accomplishments to date
- Dec 2019 Advance Analytics (computer modellers who work with Formula One) validate back box stabilisation capabilities
- Jan 2020 Scooter real-world motion tests confirm 92% of dishes stabilised
- Feb 2020 Gel technology tests confirm optimal thermal regulation of each dish
- Feb 2020 Modified packaging design tests confirm optimal humidity control
April 2020 First central London ghost kitchen secured
- May 2020 Partnered with chefs including Ollie Dabbous, Andrew Wong, Neil Rankine and more
- May 2020 Restaurant Dish recipe development begins
- May 2020 Restaurant Dish recipe QA testing
- May 2020 Restaurant Dish scooter delivery testing
- May 2020 First menu of 32 dishes approved
- May 2020 Door drop flyer 15-minute radius from kitchen - 5,000 people register
- June 3rd - Friends and Family launch
- June 10th - Public launch
By August 31st we had achieved:
- 1156 orders
- 770 customers
- £68,000 revenue
- 53% Repeat Order Rate
*source: unaudited management accounts
Whilst we are incredibly proud of our achievements this year, it is the unsolicited reviews (Instagram and email) from our wonderful customers that are the most humbling:
“It’s an absolute game changer for take aways”
“Takeout never looked (or tasted) so good”
“Your team have really nailed the restaurant experience at home.”
“Best home delivery meal of my life, ever.”
“I want to give you a trillion stars!”
“A real step change for home delivered food”
“Easily surpasses any take away food I’ve ever had before.”
“You fed us ROYALLY!”
“It was awesome and I felt I had to let you know.”
“We have ordered twice and both times every single item has been DELICIOUS”
At Cook + Thief we want to inspire the world to eat wonderful – always. We believe it is possible to enjoy show stopping restaurants dishes where you want, when you want and at a price that's right for you. From day one our goal has been to partner with the most talented chefs imaginable to create dishes that are talked about the world over. At the core of our brand is innovation.
Today, we generate revenue and a gross margin from all our dishes sold from our menu directly through our mobile responsive website.
But we won’t be stopping there. Our product development means that we will soon be introducing:
- Daily specials
- Sommelier paired wines and craft ales
- Sunday lunches
- Dinner parties
- Three-tier membership
Use of proceeds
The ghost kitchen model means unlike a traditional restaurant we have no build costs, no fitout cost and no excessive high street rents. It means we can scale with minimal outlay, we can scale quickly and we can scale globally.
Our aim is to be operating over 100 ghost kitchens in the next five years. We want to open 3 new kitchens in London by Christmas.
We have enjoyed impressive sales with modest marketing and now intend to supercharge orders by introducing a multi channelled marketing plan and team to deliver it.
We are looking to develop new software by introducing a progressive native app and a new rider allocation app.
And because at the very heart of our brand is the customer experience, we are not only extending our menu, introducing new chefs and pairing wines and beers we are also developing out our membership enabling customers to enjoy exclusive rewards including special offers when dining at each of our partner restaurants.
This is an exciting time to be with Cook + Thief, we are right at the beginning and we look forward to you joining us on our food obsessed journey.
Seedrs is supporting companies who are intending to apply to the Government backed Future Fund. You can read more about the Future Fund here: https://www.seedrs.com/learn/blog/the-future-fu...
In order for a company to be eligible to seek matched funding from the Future Fund, this investment round must be on the convertible loan terms that have been prescribed by the Future Fund for this purpose. These terms differ to our normal ‘advanced subscription agreements’.
Given this product differs from most campaigns on Seedrs, we urge all investors, including regular Seedrs investors, to read the information below and ensure you understand the terms in full before making your investment.
You will see a term sheet attached to this Campaign in the Documents section which sets out the key terms of the convertible loan and you can see the full document prescribed by the Future Fund here: https://www.british-business-bank.co.uk/ourpart...
A summary of the key terms is set out below, but should be read in conjunction with the term sheet:
• Discount: 25%
• Interest: 8% per annum, non-compounding. On conversion events, the company can choose to repay the interest or convert it to equity (generally without the discount). See the Term Sheet for more details.
• Redemption Premium: An amount equal to 100% of the principal loan amount
• Valuation Cap: £20,000,000
• Qualifying Equity Financing. The convertible loan will automatically convert on an equity financing raising at least the total loan amount, at the lowest share price of equity financing less the Discount.
• Maturity Date: 36 months from signing convertible loan agreement.
o The default position is on the maturity date is that the loan will convert to equity unless the investor majority elect to redeem.
- If redeemed, the company will repay the principal together with the Redemption Premium.
- If converted, the conversion price will be at the most recent funding round share price less the Discount, provided that funding round happened after 20 April 2020 and was at least a quarter of the size of the convertible loan investment. If no such funding round has occurred, conversion will be at the share price of the last funding round prior to 20 April 2020 (no Discount).
• Other events of default or conversion: There are various other scenarios in which the convertible loan may convert or be repaid and investors should reference the term sheet:
o Non Qualifying Funding Round: The convertible loan can convert on an equity financing round which does not meet the size criteria of a ‘Qualifying Equity Financing”, at the election of the majority of investors under the loan. Please see the term sheet for how this conversion is priced.
o Exit: The convertible loan will automatically convert or be redeemed on an Exit, whichever would give investors the higher cash return. Please see the term sheet for how conversion is priced and payments on redemption in this scenario.
o Events of Default: The convertible loan is to be repaid on the events of default, such as liquidation or winding up. See the term sheet for more details.
Government Matched Funding
The company intends to apply to the Future Fund for matched funding on the total eligible amount invested in this funding round. The Future Fund will “match” the funding raised via Seedrs or other eligible sources, subject to a minimum investment of £125,000 and a maximum investment of £5m. The Future Fund is to be allocated on a ‘first come, first served basis’, so there is no guarantee that a company will receive the Future Fund matched funding.
This campaign is conditional upon receiving matched funding from the Future Fund. Seedrs will not complete the investment and transfer the funds raised until we have confirmation that the Future Fund matched funding application has been approved and that the Future Fund is ready to make the investment. If the application is denied, the campaign will be cancelled and funds will be returned to investors.
Because this campaign is conditional upon the matched funding, you will see that we have reflected the Future Fund investment as part of the round. It is distinguished in pink in the progress bar of the campaign. This is to give investors an indication of the potential total size of the funding round (and potential dilution on conversion), but to also distinguish it from regular investment through the Seedrs platform.
Seedrs does not charge any fees in relation to the Future Fund matched funding, application process or for acting as lead investor with respect to applications.
Conversion to equity
The convertible loan agreement prescribed by the Future Fund is equity focused and favours conversion of the loan to equity as the default position.
Redemption is only available in certain scenarios and is often subject to the vote of majority of the investors. Where a vote of investors is required, Seedrs will vote on behalf of any investors it represents as nominee.
There is a possibility that the convertible loan will convert in some scenarios without the consent of Seedrs (if we do not make up a majority of investors). It is also Seedrs’ position that this is primarily an instrument for investing in the equity of the fundraising business and our default position would be to vote in favour of converting the loans to shares in the company, unless there is a clear or compelling reason not to.
As always, investors should be aware of and accept the risks involved in investing in early stage and growth focused businesses: https://www.seedrs.com/pages/risk-warnings
In addition to the usual risk warnings included above, investors should be aware of and accept the following with respect to convertible loans:
• The convertible loan agreement is intended as bridge funding to a future funding round, but there is no guarantee that a company will be able to secure further funding.
• The Future Fund is to be allocated on a ‘first come, first served basis’ and there is no guarantee that a company will be successful in its application to receive the Future Fund matched funding.
• There is a risk that the Company may not have sufficient funds to repay the loan on the maturity date, pay interest when it becomes due or pay the redemption premium included in the terms.
• Convertible loans are unsecured obligations and in the event of a winding up or liquidation event will rank behind secured creditors of the Company.
Investors will not be able to sell their interest in the convertible loans on the Seedrs Secondary Market unless and until they have converted to shares in the company (and then only subject to eligibility and the terms and conditions of the Seedrs Secondary Market).
EIS Relief - past, current and future
As noted above, the convertible loan instrument is not compatible with EIS requirements, so no EIS applications will be made with respect to investments in the convertible loan.
The government has confirmed that investing in the convertible loan will not impact EIS relief previously claimed on investments in the fundraising company:
“The government has confirmed that such previous investments will not be affected where the convertible loan converts into shares. Where the convertible loan note redeems, we have been alerted that the government intends to make changes to the rules to clarify that this is compatible with such previous investments.”
However, investing in a convertible loan could impact your ability to claim EIS relief on future investments into the same company. The government has not clarified the position on this and has said it is a matter for HM Treasury and HMRC.
Seedrs is unable to provide tax advice. Tax treatment depends on individual circumstances and is subject to change.
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