This term sheet summarises the proposed principal terms of the friends and family round of Real Agent Network Limited (Companies House 17237239, incorporated 22 May 2026, England & Wales). It is non-binding except for the confidentiality and exclusivity provisions, and is subject to satisfactory completion of due diligence and execution of definitive long-form documentation.
This document is shared with prospective investors who satisfy the relevant UK self-certification criteria. Confirmation of investor status is required prior to subscription. Distribution beyond named recipients is prohibited.
| Issuer | Real Agent Network Limited (the "Company"), a private limited company incorporated in England & Wales on 22 May 2026 (Companies House number 17237239). |
|---|---|
| Founders | Joel Smalley (CTO), Adam Mackay (COO), Alex Pelosi-Buchanan (Director, sole proposed director on IN01), and Jamie Fisher (Partner) (collectively, the "Founders"). |
| Strategic shareholders | BackleyBlack LLP (8.75% pre-investment), holding ordinary shares pari passu with the Founders. |
| Investors | Friends, family, and other self-certified investors (the "Investors"), each subscribing in this round. |
| Round size | £100,000 aggregate, single tranche, single closing. |
| Minimum cheque | £2,000 per Investor. The Company reserves the right to waive at its discretion. No maximum cheque. |
| Target first close | 31 August 2026. Subscriptions accepted on a rolling basis between the date of this term sheet and the long-stop date below. |
| Long-stop date | 30 November 2026. After the long-stop date the round is deemed closed unless extended by mutual agreement. |
| Instrument | Ordinary shares of £0.001 nominal value (the "Round Shares"), ranking pari passu with the existing ordinary shares. No preference share class, no liquidation preference, no anti-dilution ratchet. |
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| Pre-money valuation | £900,000 |
| Post-money valuation | £1,000,000 |
| New investor stake | 10.00% of post-money equity, in aggregate. |
| Founders' & existing-shareholder retained stake | 90.00% post-money in aggregate, distributed per the cap table overleaf (each existing holding diluted pro-rata). |
| Issue price | £1.80 per Round Share (£0.001 nominal + £1.799 share premium). Issue price = pre-money / pre-investment shares = £900,000 / 500,000. |
| Number of Round Shares | 55,556 (one-ninth of the 500,000 pre-investment shares, so Investors hold 10% of the enlarged 555,556 total). Exact one-ninth is 55,555.56; rounded to 55,556 whole shares. [CHECK: whole-share rounding.] At £1.80 per share this subscribes £100,000.80, treated as the £100,000 round with the £0.80 rounding trued up at completion. |
| Use of proceeds | Indicative split of the £100,000, same categories scaled to the smaller round: founder coverage and lean core-team runway c. £45k (Joel CTO, Adam transitioning off Muvin operating); brochure-wedge go-to-market campaign c. £25k (Magnetic BD, EA Masters, Kerfuffle, founder travel); Loop API integration formalisation c. £8k; capex c. £10k (Pi hardware + office); legal, accounting, insurance c. £7k; working capital and contingency c. £5k. [CHECK: allocation is indicative; exact split to be set by the board at closing.] |
| Funds expected | Cleared into the Company's solicitor's client account within 4 business days of each Investor's signed subscription. |
| Next round (indicative) | A subsequent priced round of £500k–£1m is anticipated once the round milestones are met (Loop integration live; expressions of interest converted to paying customers). Round investors receive pro-rata pre-emption. Indicative only, not a commitment. |
Post-money, fully diluted. Pre-investment shares 500,000 (£0.001 nominal, per Companies House IN01 filed 22 May 2026); Round Shares 55,556; total post-closing 555,556. Existing holdings are unchanged in number and diluted pro-rata; each holder's post-round percentage is their pre-round percentage multiplied by 0.90.
| Holder | Role | Shares | % |
|---|---|---|---|
| Joel Smalley | CTO | 124,500 | 22.41% |
| Adam Mackay | COO | 124,500 | 22.41% |
| Alex Pelosi-Buchanan | Director | 100,000 | 18.00% |
| Jamie Fisher | Partner | 75,813 | 13.65% |
| BackleyBlack LLP | Strategic | 43,749 | 7.87% |
| Stewart Smalley | — | 31,438 | 5.66% |
| Pre-investment shareholders subtotal | — | 500,000 | 90.00% |
| New investors (this round) | Round Shares | 55,556 | 10.00% |
| Total post-closing | — | 555,556 | 100.00% |
Statement of No PSC filed with IN01. Sole proposed director on IN01: Mr Alex George Pelosi-Buchanan.
| Board composition | One executive director at closing: Alex Pelosi-Buchanan (sole proposed director per IN01). The Company will appoint Joel Smalley and Adam Mackay as additional executive directors immediately following closing. Investors (acting collectively, or any single investor holding ≥10% of the Company) may nominate one non-executive director (NED) to the board, subject to founder approval not unreasonably withheld. Investors holding ≥5% may otherwise appoint a non-voting observer. |
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| Information rights | Quarterly management accounts and an annual operating plan supplied to each Investor holding ≥5%. |
| Pre-emption | Pro-rata pre-emption rights on future equity issuances, customary carve-outs (employee share scheme, M&A consideration, conversion of convertibles). |
| Drag-along / Tag-along | Customary drag-along triggered by holders of ≥75% of the shares; tag-along on any sale by Founders of >5% of their shares. |
| Share transfers | Founders' shares subject to customary good-leaver / bad-leaver provisions, to be specified in long-form documentation. |
| SEIS | The Company intends to apply for SEIS advance assurance. SEIS relief is not currently held, is not a condition of this round, and is not assured. Prospective investors should take their own independent tax advice. |
| Confidentiality | Recipients shall keep this term sheet and all related information confidential. Binding. |
| Exclusivity | The Company shall not solicit competing offers from the date of mutual execution of this term sheet until first close or the long-stop date, whichever is earlier. Binding. |
| Governing law | English law. Exclusive jurisdiction of the courts of England & Wales. |
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| Expenses | Each party bears its own legal and advisory costs. |
| Founder IP assignment | At first close, Joel Smalley and Rubytech LLC (his US trading vehicle) will assign to the Company all intellectual property in the Real Agent platform built to date by deed of assignment — outright, with no licence-back and no royalty. The Company will own the platform at day one, free of any encumbrance. |
| Conditions to closing | (i) Execution of the Founder IP assignment described above; (ii) completion of investor due diligence to its reasonable satisfaction; (iii) execution of a subscription & shareholders' agreement and adoption of bespoke articles; (iv) receipt of cleared funds. |
| Long-form documentation | Subscription & shareholders' agreement and bespoke articles of association to be drafted by the Company's solicitors and circulated within 5 business days of mutual signature of this term sheet. |
| Disclosures | (a) Platform dependency on Anthropic (Claude Code subscription via the customer; not marked up by the Company). (b) Statement of No PSC filed with IN01 at incorporation. |
When you have reviewed these terms and completed the relevant investor statement, request your personal signing link. We will send a secure link to sign this term sheet and confirm your commitment.
Request your signing linkExecution of this term sheet constitutes acceptance of the binding clauses (confidentiality and exclusivity). All other clauses are non-binding pending long-form documentation.
If you meet condition A or B below, you may choose to be classified as a high net worth individual for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
In the last financial year, did you have:
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Have you:
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