Odysse

Key Information

Convertible Key terms

Investments in this Campaign will be made under an Advanced Subscription Agreement (“ASA”). Under an ASA, investments convert into shares upon the occurrence of a future specified trigger (at a price dependent on the type of trigger). Please also refer to the “Key Terms” document attached to this Campaign in the Documents section for more detailed information.

Trigger Events:

• Qualifying Fundraise: the Company raising at least £2,000,000 in new equity investment over one or more funding rounds.
• Exit: a sale of the Company resulting in a change of control or an IPO.
• Longstop Date: 6 months after the date of the ASA.
Valuation Cap: £7,000,000.

If a Trigger Event occurs before the Longstop Date, then the ASA will convert into shares at a share price being the lower of:

• The lowest price paid per share issued in connection with the Trigger Event; and
• A share price based on the Valuation Cap divided by the Company’s fully diluted share capital.

On the Longstop Date or on a winding-up, the ASA will convert into shares at a share price based on the Valuation Cap divided by the Company’s fully diluted share capital.

On a conversion triggered by a Qualifying Fundraise, the ASA investors will receive shares of the highest class of shares issued in that Qualifying Fundraise.

On a conversion triggered by an Exit, the Longstop Date or a winding-up event, the ASA investors will receive shares of the highest share class then in issue in the Company.

Share class

The Company currently has 2 classes of shares: Ordinary Shares and A Ordinary Shares.

Liquidation/Exit Preference:
On a liquidation or exit, the proceeds will be distributed as follows:

(a) Initial Payout: First, A Ordinary Shareholders will receive their initial investment amount.

(b) Catch-up Payouts: After the initial payout, the proceeds are distributed to the Ordinary Shareholders so that they receive an amount equal to the amount received by the A Ordinary Shareholders.

(c) Final Distribution: Finally, any remaining surplus assets will be distributed proportionally among all shareholders. At this stage, both Ordinary and A Ordinary Shares are treated equally, and the remaining funds are split based on the number of shares held.

Other Key Considerations

Please note the following:

(a) The direct investment in this round has been received by way of both ASAs, and Simple Agreement for Future Equity (“SAFE”) agreements. The key differences between the terms of these investments are as follows: the SAFE (i) does not have a longstop date, (ii) will only convert upon a Qualifying Fundraise, (iii) upon conversion, the SAFE investor will be issued A Ordinary Shares, which is the most senior class of shares.

(b) £936,486 investment has been received on the same terms as this ASA and the SAFE described above, on a rolling basis since 17/10/2024. Therefore, the ASA investment reflected in this round will have varying longstop dates, which will result in minor fluctuations to the conversion share price (provided the ASA converts at a share price based on the Valuation Cap). Some of the ASA investments reflected in this campaign have already converted into shares on their longstop date at the Valuation Cap. These investments are reflected in the campaign progress bar.

(c) Note that £100,000 from DevGrid (Rishabh Jaipuria) equity investment is received as £50,000 in cash, and £50,000 in services. The cash investment is reflected in the progress bar, but the service one is not.

Outstanding Convertible Loan Note

The company has the following outstanding convertible loan, which may convert to equity after this round and dilute existing shareholders:

£75,000 convertible loan from IntSol EV UK Limited (an existing shareholder), with the following key terms:

(a) Interest rate: 18% per annum
(b) Maturity Date: 14th February 2026.
(c) Conversion trigger: The earlier of (i) an equity round of at least £350,000 or more (“Financing Round”); or (ii) the Maturity Date.
(d) Conversion price:
(i) On a Financing Round, the Conversion Price will be the lowest price per share at which shares in the Company are issued.
(ii) on Maturity Date, it will be calculated by dividing the Valuation Cap by the total number of fully diluted shares in the Company.
(e) Valuation Cap: £7,000,000
(f) Conversion shares: The most senior class of shares issued in the Financing Round.

Outstanding Debt

The company has the following loans:

1. An Investor Loan of £100,000, which was drawn down in January 2023. The loan is on a fixed 5-year term at a 2.5% interest rate, and is repaid in monthly instalments of £1,774.74.

2. A Director’s Loan of £34,177.00, which was drawn down in January 2023. The loan has 0% interest and is only to be repaid once the company is in a position to do so, with the approval of the board of directors.

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