CAPITAL STRUCTURE & OWNERSHIP
CURRENT OWNERSHIP (As of April 2025)
| Shareholder |
Investment |
Share Class |
Equity (%) |
Fully Diluted (%) |
| Joshua Samuel |
Founder (IP & Sweat Equity) |
Class A |
80.0% |
64.0% |
| Edward Hamilton |
$200,000 |
Class B |
10.0% |
8.0% |
| ESOP Pool |
Reserved |
Class B |
10.0% |
8.0% |
| Pre-Seed Total |
$200,000 |
|
100% |
80% |
Current Valuation: $2,000,000 (based on last investment
round)
PLANNED SEED ROUND (Target 2025)
| Reserved For |
Target Amount |
Share Class |
New Equity |
Fully Diluted (%) |
| Strategic Investors |
$5,000,000 |
Class C |
75% of new issue |
15.0% |
| Institutional Investors |
$5,000,000 |
Class C |
25% of new issue |
5.0% |
| Seed Round Total |
$10,000,000 |
|
100% of new issue |
20% |
Post-Seed Valuation (Projected): $50,000,000
SHARE CLASS RIGHTS & GOVERNANCE
| Feature |
Class A |
Class B |
Class C |
| Liquidation Preference |
Standard |
1.0x non-participating |
1.5x non-participating |
| Voting Rights |
10:1 (Super voting) |
1:1 Standard |
1:1 Standard |
| Anti-Dilution |
None |
Broad-based weighted average |
Broad-based weighted average |
| Board Representation |
2 seats |
1 seat |
1 seat (post-Seed) |
FINANCING HISTORY & PROJECTIONS
| Date |
Round |
Amount Raised |
Pre-Money Valuation |
Post-Money Valuation |
| March 2023 |
Incorporation |
- |
- |
- |
| October 2023 |
Pre-Seed |
$200,000 |
$1,800,000 |
$2,000,000 |
| Q3 2025 (Projected) |
Seed |
$10,000,000 |
$40,000,000 |
$50,000,000 |
| 2026 (Projected) |
Series A |
$25,000,000 |
$100,000,000 |
$125,000,000 |
Note on Investor Ownership: The current and projected
ownership structure is designed to maintain founder control while
providing attractive returns for investors. The capital raised will be
used to fund expansion in both the US and Uganda markets, with
projections showing profitability by Q2 2026.
