SHAREIGHT

Idea

Convertible Details

This investment round is being raised by way of a convertible instrument.

The key terms that apply to the Shareight convertible are as follows:

► Discount – conversion at a 20% discount to the valuation set by a Trigger Event.

► Valuation cap of £40,000,000

► Conversion is triggered by ("Trigger Events"):
◆ An Equity Fundraise – defined as the Company raising equity capital of at least £1,000,000 from one transaction or a series of transactions. The Seedrs fund raise does not count as a transaction;
◆ A Change of Control of the company (transfer of more than 50% of the share capital); or
◆An IPO – being a listing of the company’s shares on a recognised stock market or secondary market.

►Longstop Date is 24 months from the date of the convertible agreement.

If conversion has not been triggered by the longstop date shares will be issued on the longstop date at a valuation based on the lower of (i) a pre-money company valuation of £9,710,179; or (ii) the price for any share issued after the date of the convertible agreement. The convertible would also convert to equity at this price in the event of winding up or liquidation of the company.

Introduction

White Label Shopping.

Since the last round, our focus has been on building the B2B model. Our first B2B partner, GT Shopping, has grown considerably to over 300k monthly unique visitors. The platform has been engineered to allow for multiple partners and named S8 Platform.

We will maintain our B2C brands (Luxi, WozNow, Octer) as showcases for our core B2B business. Investment in growing their direct audience will remain light as we believe the fast-track to achieving our target of $1bn GMV is through B2B partner audiences.

We currently define ‘White Label Shopping’ as a new product, although it could be argued this is, in fact, a new business category. Certainly, it appears we may have hit upon something that connects retailers to their new customers in a way that has not been adopted previously at scale.

Accordingly, we are moving quickly to exploit our advantage.

Use of proceeds

We will use the funds raised to further our current goals in advance of a growth round:

1. TECH - Develop the B2B platform with partner and customer dashboard.
2. TEAM - Expand the team for roll out.
3. TERRITORY - Establish the business in the US.
4. TRADE - Reach 15 x B2B partners.

We hope you are able to take up your rights or extend your ownership at this inflexion point in the company timeline.