Fieldwork Robotics

Key Information

Runway Disclosure

Please note that the minimum target for the round provides the company with 4 months of runway.

The company currently has several ongoing conversations with potential investors, which will increase this runway period. Investors will be updated if these investments convert.

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. See also the Key Terms document in the 'Documents' section for further details.

Conversion is triggered by ("Trigger Events"):

- An Qualifying Equity Fundraise – defined as the Company raising equity investment capital of at least £2,800,000 from one transaction or a series of transactions, in exchange for the company issuing equity shares. A Qualifying Equity Fundraise will automatically trigger conversion of the ASA;

- A Non-Qualifying Equity Fundraise - defined as the Company raising equity investment that does not meet the Qualifying Equity Fundraise minimum threshold. Conversion pursuant to a Non-Qualifying Equity Fundraise will be at the election of Republic Europe.
- 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.


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

a) A 25% 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.
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 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 the date of this Agreement; and

b) a price per share of £29.16 based on a company valuation of £10,668,472.

The ASA would also convert to equity at the Default Share Price in the event of winding up or liquidation of the company.

Group Structure

Investment in this round will be going into Fieldwork Robotics Ltd, the Top Co.

The Company is majority investor owned, with the largest stakes being held by Elbow Beach Investment Ltd, The University of Plymouth Enterprise Limited and Frontier IP Group. The CEO currently holds 4% of the fully diluted equity through unvested options.

The Founder & Chief Scientific Officer holds 9.98% of the fully diluted equity and works for the Company on a part time basis.

Share Classes

The Company has 2 classes of shares, A Ordinary shares and Ordinary shares. The shares rank equally in all respects and carry no additional rights.

Outstanding Convertible Loans

FieldWork Robotics Limited (the “Company”) has the following outstanding convertible loans, which may convert to equity after this round and dilute existing shareholders:

1. A £350,000 convertible loan note from Elbow Beach Investments Limited (“Elbow Beach”), executed on the 12th May 2025 (“Loan Note”) with the following key terms:

Interest rate: Fixed rate of 20% per annum (Interest Rate). Interest shall only be payable if a repayment event or an Event of Default (being the Company’s insolvency or administration) occurs.

Conversion trigger:
- Automatic Conversion: The Loan Notes automatically convert on the earlier of the next Relevant Fund Raising (raising an equity round over £2,800,000 ) into the senior share class issued in the Relevant Fund Raising or a Change of Control event into A Ordinary Shares.
- Election by Elbow Beach: Elbow Beach may elect to convert the Loan Notes on (i) a Fund Raising (raising an equity round of £2,800,000 or less) into senior share class issued in the Fund Raising; or (ii) on the nine-month anniversary of the Loan Note’s date (i.e., 12 February 2026) into A Ordinary Shares.

Conversion price: The Loan Notes shall convert into shares at the following conversion prices:
- On a Relevant Fund Raising, the conversion price will be a 50% discount to the price per share paid for the senior shares issued in that Relevant Fund Raising.
- On a Change of Control or a Fund Raising (or nine-month anniversary conversion), the conversion price will be a 50% discount to the price per share paid for the most senior share class in the Company's last Financing Round.

Repayment date: The principal amount of the Loan Note shall be redeemed (repaid) together with accrued interest, if Elbow Beach so determines, on the following events:
- Completion of a Fund Raising.
- The nine-month anniversary of the date of the Instrument.
- A material breach by the Company of the Loan Notes.

The Loan Note shall be immediately repaid if an Event of Default occurs.

2. Up to EUR 250,000.00 loan/credit from Atlântico II - Fundo de Investimento Alternativo Fechado de Capital de Risco (“AOC”) with the following terms:

This is an investment structured as a debt-like instrument which provides for capital injection into the Portuguese subsidiary of the Company and conversion into equity in the Company:

Interest rate: Compound interest of 7% per annum.

Valuation Cap: the Company’s post-money valuation of EUR 11,160,000.
Maturity Date: 5 December 2026.

Conversion: The loan will convert into shares in the Company on the first to occur of the following events:
- Qualified Equity Financing: if the Company raises an equity round of at least EUR 3,500,000, the loan plus accrued interest will convert into the most senior shares class at a conversion price which will be the lower of: (a) a 20% discount to the share price of the Qualified Equity Financing; and (b) a share price based on the Valuation Cap.
- Liquidity Event: In the event of a merger or sale of the Company or its Portuguese subsidiary, the loan plus accrued interest, will convert into the most senior share class at a conversion price based on the Valuation Cap. Alternatively, AOC can elect to receive a payment in cash of 1.2x the investment amount plus accrued interest.
- Dissolution Event: In the event of a winding up or liquidation of the Company or its Portuguese subsidiary, AOC shall be entitled to receive a payment in cash of 1.2x the investment amount plus accrued interest.
- On the Maturity Date, the loan plus accrued interest will convert into the most senior preferred shares class at a price based on a Company's post-money valuation of EUR 8,750,000.