Valuation & Capitalisation Table
Overview
This document presents the valuation basis and capitalisation table for Brunelly, structured around a $1.5M seed round at an $8.5M pre-money valuation ($10M post-money). The round offers 15% equity to seed investors via 1x non-participating preference shares.
Brunelly is being incorporated as a new entity in the UAE. The cap table is clean - there is no prior investment, no convertible notes, no SAFEs, and no outstanding debt. All equity is freshly issued at incorporation, with the seed round representing the company's first external capital.
The founding team holds ordinary shares subject to standard four-year vesting. The Executive Chairman holds 2.00% equity with an additional 1.00% conditional fundraising kicker (see Chairman Equity & ESOP Details below). An Employee Stock Option Pool (ESOP) of 7.00% has been reserved to attract and retain key hires during the growth phase.
Pre-Investment Cap Table
Ownership structure at incorporation, prior to the seed round closing.
| Shareholder | Role | Shares (%) | Class |
|---|---|---|---|
| Guy Powell | Founder & CTO | 50.00% | Ordinary |
| Dhilushi Perusinghe | CEO | 30.00% | Ordinary |
| Trishna Dhand | CFO & Co-founder | 10.00% | Ordinary |
| Jonathan Kendall | Executive Chairman | 2.00% | Ordinary |
| Chairman Fundraising Kicker | Conditional allocation (see below) | 1.00% | Ordinary (conditional) |
| Employee Stock Option Pool (ESOP) | -- | 7.00% | Ordinary (reserved) |
| Total | 100.00% |
Post-Investment Cap Table
Ownership structure following the $1.5M seed round at 15% dilution. All pre-investment shareholders are diluted pro rata.
| Shareholder | Role | Shares (%) | Class |
|---|---|---|---|
| Guy Powell | Founder & CTO | 42.50% | Ordinary |
| Dhilushi Perusinghe | CEO | 25.50% | Ordinary |
| Trishna Dhand | CFO & Co-founder | 8.50% | Ordinary |
| Jonathan Kendall | Executive Chairman | 1.70% | Ordinary |
| Chairman Fundraising Kicker | Conditional allocation (see below) | 0.85% | Ordinary (conditional) |
| Employee Stock Option Pool (ESOP) | -- | 5.95% | Ordinary (reserved) |
| Seed Investors | -- | 15.00% | 1x Non-Participating Preference |
| Total | 100.00% |
Implied valuations:
| Metric | Value |
|---|---|
| Pre-money valuation | $8,500,000 |
| Seed investment | $1,500,000 |
| Post-money valuation | $10,000,000 |
| Seed investor ownership | 15.00% |
| Price per percentage point | $100,000 |
Vesting Schedule
All founder and ESOP shares are subject to vesting to ensure long-term alignment between the founding team and investors.
| Parameter | Terms |
|---|---|
| Vesting period | 4 years |
| Cliff | 1 year |
| Vesting cadence | Monthly after cliff (1/48th per month) |
| Vesting start date | Company incorporation date |
| Acceleration | Subject to legal counsel - typically single-trigger on change of control [to be confirmed] |
Applicability:
- Guy Powell (50.00% / 42.50%) - subject to 4-year vesting with 1-year cliff from incorporation
- Dhilushi Perusinghe (30.00% / 25.50%) - subject to 4-year vesting with 1-year cliff from incorporation
- Trishna Dhand (10.00% / 8.50%) - subject to 4-year vesting with 1-year cliff from incorporation
- Jonathan Kendall, Executive Chairman (2.00% / 1.70%) - subject to same 4-year vesting schedule with 1-year cliff
- Chairman Fundraising Kicker (1.00% / 0.85%) - conditional on the Chairman introducing investors representing ≥40% of the seed round from his direct contacts where he is solely responsible for the introduction; vests immediately upon condition being met, otherwise reverts to the Employee Stock Option Pool
- Future ESOP grants - standard 4-year vesting with 1-year cliff from individual grant date
Investor Share Terms
Seed investors receive 1x non-participating preference shares. Key terms are summarised below.
| Term | Detail |
|---|---|
| Share class | 1x Non-Participating Preference |
| Liquidation preference | 1x - investors receive $1.5M in aggregate before ordinary shareholders in a liquidation event (sale, wind-down, or deemed liquidation). If the investor's pro-rata share of proceeds exceeds the preference amount, investors may elect to convert to ordinary shares and participate on an as-converted basis. |
| Anti-dilution | To be confirmed by legal counsel. Standard provision is broad-based weighted average anti-dilution protection. |
| Pro-rata rights | Investors have the right to participate in future financing rounds on a pro-rata basis to maintain their percentage ownership. |
| Information rights | Quarterly financial updates and annual audited accounts provided to all preference shareholders. |
| Board representation | To be confirmed. Typical structure at seed: 1 board seat or 1 board observer seat for lead investor. |
| Conversion rights | Preference shares are convertible to ordinary shares at the holder's election, at a 1:1 ratio (subject to anti-dilution adjustment). Automatic conversion upon a qualifying IPO. |
| Drag-along / tag-along | Standard drag-along and tag-along provisions to be included. Exact thresholds subject to legal documentation. |
Chairman Equity & ESOP Details
Chairman Equity
Jonathan Kendall holds 2.00% equity (1.70% post-investment) in Ordinary shares, reflecting his role as Executive Chairman. He will be employed on a modest salary of £25–30K per year, funded from the leadership allocation of the seed round.
In addition, a 1.00% conditional allocation (0.85% post-investment) - the "fundraising kicker" - is reserved. This equity vests to Jonathan if he introduces investors representing 40% or more of the seed round from his direct contacts, where he is solely responsible for the introduction. If this condition is not met, the 1.00% reverts to the Employee Stock Option Pool.
Employee Stock Option Pool (ESOP)
| Parameter | Pre-Investment | Post-Investment |
|---|---|---|
| ESOP pool | 7.00% | 5.95% |
Planned allocations from ESOP:
- Product Owner (near-term priority)
- Marketing / Business Development Lead
- Technical Lead
The ESOP is sized at 7.00% to cover the key leadership hires planned for the seed stage. Beyond these three roles, additional team members will be hired tactically in Sri Lanka, where compensation expectations do not typically include equity and the company is not competing with US-style packages. The pool is more than sufficient to cover the seed round. As is standard practice, the ESOP would typically be topped up at Series A to ensure sufficient capacity for the next phase of hiring.
Illustrative Dilution Table
The table below shows how ownership evolves across anticipated future financing rounds. Series A and Series B figures are illustrative only, based on typical dilution ranges for a company on Brunelly's trajectory.
| Shareholder | Pre-Seed | Post-Seed (15%) | Post-Series A (est. 20%) | Post-Series B (est. 15%) |
|---|---|---|---|---|
| Guy Powell | 50.00% | 42.50% | 34.00% | 28.90% |
| Dhilushi Perusinghe | 30.00% | 25.50% | 20.40% | 17.34% |
| Trishna Dhand | 10.00% | 8.50% | 6.80% | 5.78% |
| Jonathan Kendall | 2.00% | 1.70% | 1.36% | 1.16% |
| Chairman Kicker (conditional) | 1.00% | 0.85% | 0.68% | 0.58% |
| Employee Pool | 7.00% | 5.95% | 4.76% | 4.04% |
| Seed Investors | -- | 15.00% | 12.00% | 10.20% |
| Series A Investors | -- | -- | 20.00% | 17.00% |
| Series B Investors | -- | -- | -- | 15.00% |
| Total | 100.00% | 100.00% | 100.00% | 100.00% |
Notes on dilution projections:
- Future round dilution percentages are illustrative only and do not represent commitments or forecasts.
- ESOP would typically be topped up at each major financing round (standard practice is to expand the pool to 10–15% at Series A). The conditional chairman kicker reverts to ESOP if the fundraising condition is not met.
- Seed investors with pro-rata rights may invest in future rounds, partially offsetting their dilution.
- Actual dilution depends on valuation achieved at each round, capital requirements, and negotiated terms.
Notes and Conditions
Legal documentation. This cap table is indicative and subject to final legal documentation prepared by counsel upon UAE incorporation. All terms, share classes, and allocations will be formalised in the shareholders' agreement and articles of association.
Authorised share capital. The number of authorised shares will be determined upon incorporation. Typical structures use 10,000 or 100,000 authorised shares. Percentages shown above will map to specific share counts in the final documentation.
Investor allocation. The 15% seed allocation may be distributed across multiple investors. Individual investor allocations and any minimum ticket sizes will be confirmed during the fundraise process.
IP assignment. Transfer of all intellectual property from Pina Vida (the predecessor consultancy) to Brunelly is a condition precedent to investment closing. Upon completion, Brunelly will own 100% of both the Brunelly platform and Maitento AI OS intellectual property.
Negotiation. All terms outlined in this document are subject to negotiation with the lead investor and final agreement among all parties.
Tax and jurisdiction. UAE incorporation provides a 9% corporate tax rate, which is significantly lower than most major jurisdictions (e.g., 25% UK, 21% US). The specific freezone or jurisdiction (e.g., DIFC, ADGM, or accelerator freezone) will determine the applicable legal framework and may influence certain structural details of the cap table.
Items subject to legal counsel confirmation. The following items are flagged for confirmation by legal counsel prior to finalisation:
- Anti-dilution mechanism and exact formulation
- Board composition and governance rights
- Acceleration provisions on change of control
- Drag-along and tag-along thresholds
- Specific vesting mechanics under UAE corporate law
- Chairman fundraising kicker: legal mechanism and conditions
Legal & Corporate Document Status
The company is in the process of incorporating as a UAE entity. Key legal documents will be in place before investment close. The IP assignment from Pina Vida to Brunelly is a condition precedent to the investment.
| Document | Status | Notes |
|---|---|---|
| Certificate of Incorporation (UAE) | In progress | Incorporating imminently; may be via accelerator freezone |
| Articles of Association | Pending incorporation | Will be drafted as part of UAE incorporation |
| Shareholder Agreement | To be drafted | Will be prepared before investment close |
| Founder Agreement | To be drafted | Will cover vesting, IP assignment, roles |
| IP Assignment (Pina Vida → Brunelly) | In progress | Temporary rights transfer contract being executed; full ownership transfer as part of Pina Vida wind-down |
| Employment Contracts | Existing (Pina Vida) | Will be transferred/re-issued under Brunelly entity |
| Data Processing Agreement (DPA) | To be drafted | Template for enterprise clients |
| Terms of Service | Existing | Live on platform |
| Privacy Policy | Existing | Live on platform |
| Previous Investment Agreements | N/A | No prior investment - clean cap table |
| Outstanding Debt or Obligations | None | Clean balance sheet confirmed |
This document is provided for informational purposes as part of Brunelly's investor data room. It does not constitute a legal agreement or binding offer of securities. All figures and terms are subject to final legal documentation.