Bundle IQ — Cap Table Model

Total authorised shares

12,000

Pre-money valuation

£2M

Raise

£400k

Price per share

£200

Cap table — post seed raise (issued basis)

Holder	Class	Shares	Issued %
You (founder)	Ord A	8,000	72.7%
Seed investors	Ord B	2,000	18.2%
Reserved (future)	Ord A	1,000	Unissued
EMI option pool	EMI	1,000	Unissued
Total		12,000	100%

Decide before first subscription agreement: the deck says "20% equity." On an issued basis investors get 18.2%. On a fully diluted basis (including option pool) they get 16.7%. Investors typically expect fully diluted. Agree this with your solicitor before the first term sheet.

Cap table — fully diluted basis

Holder	Class	Shares	Fully diluted %
You (founder)	Ord A	8,000	66.7%
Seed investors	Ord B	2,000	16.7%
EMI option pool	EMI	1,000	8.3%
Reserved pool	Ord A	1,000	8.3%
Total		12,000	100%

Your voting control

Your votes

80,000

8,000 × 10 votes

Investor votes

2,000

2,000 × 1 vote

Your vote %

97.6%

80k of 82k votes

You hold 97.6% of voting power while only owning 66.7% of equity. Investors cannot remove you, block decisions, or force a sale without your consent. The dual-class structure protects your control through Series A and beyond.

SEIS / EIS — what investors actually pay

Investor	Invests	Scheme	Tax relief (50%/30%)	Net cost	CGT on exit	Shares
Angel A	£20,000	SEIS	£10,000 back	£10,000	0% if held 3yrs	100
Angel B	£50,000	SEIS	£25,000 back	£25,000	0% if held 3yrs	250
Angel C	£100,000	SEIS	£50,000 back	£50,000	0% if held 3yrs	500
Angel D	£150,000	EIS	£45,000 back	£105,000	0% if held 3yrs	750
Total	£320,000		£130,000	£190,000		1,600

First £250,000 raised qualifies for SEIS (50% relief). Remaining £150,000 under EIS (30% relief). SEIS investors pay effectively half price for their shares after tax relief — this is your strongest argument for early investment. Apply for HMRC Advanced Assurance immediately after incorporating — takes 4–8 weeks.

Ordinary A shares — founder

Feature	Detail
Voting rights	10 votes per share
Dividends	Pro-rata with all shares
Liquidation preference	Pari passu (equal ranking)
Transfer restrictions	Pre-emption rights apply
Conversion	Can convert to Ordinary B at holder's option
Anti-dilution	N/A — founder class
SEIS/EIS eligible	No — founder shares

Purpose: Gives you permanent voting control regardless of how much equity you sell. Even at 40% equity ownership you retain ~87% of votes. Dual-class structures are standard at UK seed stage and accepted by EIS investors — just ensure it's in the Articles before any shares are issued.

Ordinary B shares — investors

Feature	Detail
Voting rights	1 vote per share
Dividends	Pro-rata with all shares
Liquidation preference	Pari passu (equal ranking)
Anti-dilution	Non-dilution protection (broad-based weighted average)
Pre-emption rights	✓ Right to participate in future rounds
Information rights	Annual accounts + quarterly management accounts
SEIS/EIS eligible	✓ Yes — fully qualifying

Non-dilution protection explained: If Bundle IQ issues shares at a price below what Series Seed investors paid (a "down round"), their percentage is adjusted upward slightly to compensate. This is a contractual right in the Subscription Agreement — it does not affect your voting control. Standard investor protection at seed stage.

EMI option pool — employees

Feature	Detail
Pool size	1,000 shares = 8.3% fully diluted
Scheme	Enterprise Management Incentive (EMI)
Max per employee	£250,000 of options at grant date
Exercise price	Set at market value on grant date — low at seed stage
Vesting	Typically 4 years, 1-year cliff
Tax on exercise	No income tax if qualifying EMI
CGT on sale	10% via Business Asset Disposal Relief
Company tax relief	✓ Corporation tax deduction on exercise

Why EMI is the best employee share scheme in the UK:

Grant options now when the share price is low (£200/share at seed). A lead engineer joining today and receiving 100 options (1% of company) has an exercise price of £20,000. At exit on a £291M valuation, those options are worth ~£2.9M. They pay 10% CGT (£290k), keeping ~£2.6M. The same engineer receiving a salary bonus would pay 45% income tax and 2% NI — net of ~£1.5M.

Vesting cliff: options typically vest over 4 years with a 1-year cliff — meaning if they leave in year 1, they get nothing. If they stay 4 years, they're fully vested. Protects the company from handing out equity to people who don't stay.

Good leaver / bad leaver: define this in the option agreement. Good leavers (redundancy, illness) keep vested options. Bad leavers (resignation, gross misconduct) forfeit all options.

Estimated pre-money

£10M

Raise amount

£2M

Price per share

£833

Seed investor uplift

4.2×

Cap table — post Series A (fully diluted)

Holder	Class	Shares	Fully diluted %	Paper value at £10M pre
You (founder)	Ord A	8,000	53.7%	£5.37M
Seed investors	Ord B	2,000	13.4%	£1.34M on £400k invested
Series A investors	Ord B	2,400	16.1%	£2M invested
EMI option pool	EMI	1,000	6.7%	Unexercised
New option pool	EMI	500	3.4%	New pool for Series A hires
Reserved	Ord A	1,000	6.7%	Future rounds
Total		14,900	100%	£10M pre-money

Your equity at Series A

53.7%

Still majority founder-owned

Your paper value

£5.37M

At £10M pre-money valuation

Your voting control

~90%

Dual-class A maintained

Base exit

£291M

Y5 ARR

£41.5M

Multiple

7×

Your ~50% stake

£145M

Exit proceeds by holder — base case £291M

Holder	Est. % at exit	Gross proceeds	Return on investment	Tax position
You (founder)	~50%	£145.5M	—	BADR 10% CGT on first £1M gains, 20% above — ~£28.7M tax
Seed investors	~10%	£29.1M	109× on £400k (net of tax relief)	0% CGT — SEIS/EIS exemption if held 3+ years
Series A investors	~13%	£37.8M	~19× on £2M	0% CGT — EIS exemption if held 3+ years
EMI option pool	~7%	£20.4M	Employees — transformative	10% CGT via BADR on qualifying EMI gains
Other / reserved	~20%	£58.2M	Future raises	Standard CGT
Total	100%	£291M

Your proceeds — all scenarios

Scenario	Exit	Multiple	Your ~50%	After ~20% CGT (est.)	Seed return
Conservative	£208M	5×	£104M	~£83M net	78×
Base case	£291M	7×	£145.5M	~£116M net	109×
Upside	£374M	9×	£187M	~£150M net	140×
Exceptional	£457M	11×	£228.5M	~£183M net	171×

Net figures are rough estimates after ~20% blended CGT. Get specialist tax advice at Series A — structuring options including EIS reinvestment relief, spousal transfer, and pension contributions can significantly reduce the CGT liability on exit. Business Asset Disposal Relief currently gives 10% on first £1M of qualifying gains.

This week — incorporate and apply

Action	Cost	Time	Where
1. Incorporate Bundle IQ Limited	£12	24 hours	Companies House online
→ 10,000 Ord A shares at £0.001 par			Set in incorporation form
2. Open business bank account	Free	Same day	Starling or Monzo Business
3. Apply SEIS/EIS Advance Assurance	Free	4–8 weeks	HMRC online portal
4. Trademark "Bundle IQ"	£320	4 months	UKIPO online
5. Register "bundleiq.co.uk" on Cloudflare	Free	30 mins	cloudflare.com

Before first investment — legal documents

Document	Purpose	Cost
New Articles of Association	Add dual-class shares, pre-emption, drag-along, good/bad leaver	£500–£1,500
Subscription Agreement	Terms of investment, investor rights, warranties	£500–£1,000
EMI option scheme rules	Framework for employee share options	£500–£1,000
Shareholders Agreement	Drag-along, tag-along, reserved matters	£500–£1,500

Seedlegals (seedlegals.com) does all four documents as a bundle for ~£1,500–£2,000 total. Recommended for seed stage — faster and cheaper than a traditional solicitor, SEIS/EIS compliant, and cap table management included. Or use Gunnercooke / Freeths for fixed-fee startup legal if you want a named solicitor relationship.

The one decision to make before anything else

OPTION 1 — Issued basis (20%)

Issue 2,222 new shares to investors. They hold exactly 20% of issued shares. Option pool is separate and dilutes everyone pro-rata when used. Simpler to explain.

Your issued stake: 78% → 64% post option pool

OPTION 2 — Fully diluted (16.7%) ✓ Recommended

Issue 2,000 shares. Investors get 16.7% fully diluted. Option pool already priced in. Standard at Series A. Investors understand this is the norm.

Your fully diluted stake: 66.7% — clean and defensible

OPTION 3 — Match deck exactly

The deck says 20% equity. If investors expect that on a fully diluted basis, issue 3,000 shares. They get 20% fully diluted. You drop to 55.6%. Option pool stays at 8.3%.

Your stake: 55.6% — lower but exactly what was promised

Recommendation: Go with Option 2 — 2,000 shares to investors, 16.7% fully diluted. Update the deck language from "20% equity" to "16.7% fully diluted equity on a post-option-pool basis." Sophisticated investors will respect the clarity. Unsophisticated investors won't notice. It protects you at Series A.