Origen Carbon

Key Information

Share Price

The minimum target for this raise is £8.5m, however the company can raise up to £11m as part of this round. The pre-money valuation is set at £19m.

The company has an option pool of 20.5%, and the share price has been calculated on a fully diluted basis, based on the company raising 8.5m.

The company intends to keep the option pool at 20.5%, and so depending on the final amount raised, there may be additions to the size of the option pool as part of the completion of the round. This would decrease the share price.

If the share price decreases, this will be updated accordingly for investors on Republic Europe upon closing of the round.

Share classes

All investors in this round will receive class Series A shares, please find information concerning share classes below:

The Company currently has 3 classes of shares, Series A Shares (including Series A-1, Series A-2 and Series A-3), A Ordinary, and Ordinary Shares.

Series A Shares: All investors in this round, including Republic Europe investors, will receive a class Series A Shares. Republic Europe investors shall receive Series A-3 shares, which are EIS compatible. The Series A-1 and Series A-2 shares have broad-based weighted-average anti-dilution rights, which is not compatible with EIS relief. The Series A-1 shares will be held by the lead investor. The Series A-2 shares will be used for the conversion of existing convertible instruments.

Ordinary shares: Full voting rights, full participation on distributions, non redeemable.

Liquidation preference

On an exit and liquidation, holders of Series A-3 shall receive a 1x non-participating preference which has been drafted to be compatible with SEIS relief.

This means that on a liquidation, return of capital or exit, the proceeds will be distributed as follows:

(1) First, Series A Shareholders will receive a return equal to the higher of (i) 1x their initial investment back (or, if there are insufficient amounts to do so, an amount pro rata to their investment amount) or (ii) their share of the proceeds pro rata to the number of shares held.

(2) Second, Ordinary Shareholders will receive their share of the remaining proceeds pro rata to the number of shares held by them.

Group structure and subsidiaries

UK: Origen Power Limited

US: Origen Carbon Solutions Inc (100% owned by Origen Power Limited)

Convertible loans

EE D-SAFE Note:

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

$500,000 (USD) loan from Elemental Excelerator, with the following key terms:
• Interest: a fixed amount $40,000
• Trigger events:
- Equity Financing - conversion at the election of the lender
- Exit - repayment of the loan plus the fixed interest amount or a portion of the exit proceeds
- Dissolution - repayment

• Conversion price: 10% discount
• Share class: Preferred Shares
• Repayment date: 1 August 2026

Exchange rate

Offline investors who are investing $200K USD directly in the company, are reflected in the campaign at an indicative exchange rate of 1: 0.768 USD to GBP.

ESOP disclosure

The equity allocated to each team member in the Team section has been calculated on a fully diluted basis.

EIS Advanced Assurance

The company intends for Republic Europe investment in this round to be EIS eligible, as their previous rounds were. They are in the process of applying for EIS Advance Assurance.