AKT London

Key Information

Convertible Key Terms

This investment round is being raised by way of a convertible equity investment structure, in this case an "Advanced Subscription Agreement" (“ASA”).

The key terms that apply to the Company’s ASA are set out below.
Conversion is triggered by ("Trigger Events"):


- A Qualifying Equity Fundraise – defined as the Company raising equity investment capital of at least £5,000,000 from one transaction or a series of transactions, in exchange for the company issuing equity shares.;


- A Change of Control - a transfer of more than 50% of the share capital to one person or an entity; or

- An IPO being a listing of the company’s shares on a recognised stock market or secondary market; or
- An Asset Sale - a sale of the company’s assets

On the occurrence of a Trigger Event, your investment will convert at the lower of:


a) A 20% discount to the lowest price paid per share in connection with the Trigger Event; or
b) the lowest conversion price of any investment made as part of the round.
Share class: The shares will convert into the highest class of share in issue which is eligible for EIS relief.

The Longstop Date is 6 months from the date of the Advance Subscription Agreement. Please note this will be after the Campaign closes. If conversion has not been triggered by a Trigger event prior to the Longstop Date, shares will be issued on the Longstop Date at the Default Share Price, which is the lower of:


a) The lowest price of any shares issued after entry into the ASA; and

b) a default price per share of $9.07.
The ASA would also convert to equity at the Default Share Price in the event of winding up or liquidation of the company.

Direct Investment Disclosure

The terms in this round offered to Republic Europe investors have been designed so that investors are able to claim EIS. £2,000,000 reflected in the progress bar has been invested in the company through a convertible loan investment that is not EIS eligible.

The terms are the same as those offered to Republic Europe investors except that:

- on an asset sale or exit, the investors has the option to either repayment of 1.5x their investment or conversion based on a share price of $9.07.

- in the event the company raises less than £5m, the investor has the option to convert their investment based on a 20% discount to the share price of that round.

Outstanding Debt

The company has an outstanding loan of £3,500,000 with 11% interest, which was drawn down in November 2025. The loan is months interest only for the first 18 months, followed by a 27 month repayment period thereafter.

The funds raised in this round will not be used to repay this debt.

Share Classes

There are two share classes in issue, Ordinary Shares, and Series A Shares, The Series A shares are designed to be EIS eligible.

In the event of a return of capital on a liquidation or an exit, proceeds will be distributed as follows:

Series A shareholders will receive a preference amount based on a price per share of $9.07;

The remaining proceeds will be distributed to holders of Ordinary shares, pro rata

Series A shareholders that are not EIS investors also receive anti-dilution rights. This means if shares are issued at a price below the price that the shareholders invested at, they will be issued new shares to mitigate the dilution suffered.

Investors in this campaign will receive the highest class of share which is EIS eligible at the point of conversion.

Group Structure

Investors in this round are investing into and will become shareholders of AKT London Ltd, Company number: 11211232. This is the holding company for the group.

The group structure is as follows: