SAFE
Summary
Post-money SAFE — public summary only
Full legal SAFE provided to interested investors under NDA.
This round: Targeting £4,000,000 in this tranche (part of a £15M raise).
Use of proceeds: Product & IP production, smart-home R&D, artist projects (LABS), brand launch campaign, GTM in Seoul / China / EU, and hiring key senior roles.
Key Economic Terms
Valuation cap: £50,000,000 (post-money) — gives early investors upside at conversion.
Discount: 15% (investors convert at the better of discounted priced-round valuation or cap).
Pro-rata rights: Included — SAFE holders may participate pro-rata in the next priced round.
Conversion trigger: Automatic conversion at the next qualifying priced equity financing (minimum qualifying round: £3M).
Change of control: SAFE converts into shares immediately prior to a sale, or investors receive the agreed alternative treatment per SAFE terms.
Voting / governance: No voting rights prior to conversion; information rights and basic reporting included.
Governing law: England & Wales (standard).
Closing conditions: KYC/AML checks and standard company representations.
Investor Protections & Practical Notes
Information cadence: Monthly KPI email + quarterly financial snapshot until conversion.
Pro-rata: Early supporters can maintain ownership in subsequent rounds.
Transparency: Pro-forma cap table and conversion scenarios will be provided in the investor pack.
Legal: Full SAFE agreement reviewed by counsel; investors receive the legal document and pro-forma cap table under NDA.
How to proceed / contact
Interested investors:
please request
(1) Your preliminary term sheet for review and discussion [non-binding]
(2) An Investor Pack (SAFE legal doc, pro-forma cap table, data-room link)
(3) Available time slots for a 10-min intro call with the Founder's Team
via hello[at]nrutseab.com or by filing in the Investor Interest Form.
Public page only shows summary — full docs available under NDA.
This material is intended for marketing and information purposes only, and does not constitute investment advice, a recommendation, or an offer or solicitation to purchase or sell any securities, interests or strategies in Nrutseab Ltd (“Nrutseab”) or its projects in any jurisdiction in which an offer, solicitation, purchase or sale would be unlawful under local securities laws. The opinions expressed are subject to change without notice. Reliance upon information in this material is at the sole discretion of the reader. Investing involves risks, including possible loss of principal.
This document is marketing material: An investor overview and subscription documents will be provided only upon submission of your Investor Interest Form. Before investing, please read the Private Placement Memorandum and Key Investor Information Document (KID) available in the overview document.
United Kingdom and Non‑EEA Countries:
Issued by Nrutseab Ltd (Company No. 15647563), registered office 128 City Road, London EC1V 2NX. Nrutseab Ltd is not authorised or regulated by the UK Financial Conduct Authority. Marketing materials are provided only to professional, high-net-worth or UK self-certified sophisticated investors. Updated income/assets thresholds and director turnover criteria apply under UK FPO Articles 48 and 50A. Telephone calls may be recorded for promotional compliance. See FCA guidance for permitted activities.
United States:
Offers to US persons are made under Regulation D, primarily Rule 506(b) or 506(c), and strictly to accredited investors as defined under Rule 501(a) of Reg D. We will take reasonable steps to verify accredited status for 506(c) offerings. Sales are not made to US persons via Regulation S. Form D will be filed with the SEC as required.
Non‑ US Investors (Regulation S):
Offers to non - US persons are made under Regulation S. No directed selling efforts are made in the United States and offshore conditions are followed. U.S. persons are excluded from Regulation S participation. Marketing materials for Reg S will be restricted to non-US IP addresses and platforms.
European Union / EEA:
Marketing in EU/EEA is conducted under National Private Placement Regimes (NPPRs) or through reverse solicitation only. Pre‑marketing activities may require advance notification under Directive 2019/1160 (CBDD/AIFMD). This material is distributed only to professional investors (e.g., those under MiFID/EU definitions) and in line with local NPPR requirements. Reverse solicitation is accepted only if completely unsolicited by the issuer and no marketing has occurred within the preceding 18 months.
Hong Kong:
Offers in Hong Kong are limited to Hong Kong professional investors under SFC exemptions and/or private placement rules (maximum 50 offerees or tailored professional-offer-only communications). Records of investor eligibility assessments must be maintained. There must be no public solicitation.
China (PRC):
This material is for informational or educational purposes only and not an offer to the public. Any private fundraising must target Qualified Investors and avoid public dissemination to more than 200 unspecified persons. Tailored communications only to qualified individuals or entities are permitted. China-specific investor matching or suitability verification may be required.
Singapore:
Marketing in Singapore is directed at accredited or institutional investors only, as defined under Section 304 of the Securities and Futures Act. This material has not been reviewed by the Monetary Authority of Singapore and only eligible persons may receive any offering materials.
Global Investor Eligibility:
This offering is available globally except where prohibited by local law. By expressing interest or participating, each investor represents and warrants that:
They are eligible to receive the offering under the laws of their country of residence.
If required by Nrutseab, they have completed and returned a valid self‑certification or eligibility questionnaire before receiving offering materials.
Nrutseab is not responsible for any investor’s failure to comply with local eligibility requirements.