Schedule One - Roundhouse AI Ltd

Roundhouse AI targets AIM with £1.5 million raise but commercial traction remains unproven.

What the company is saying

Roundhouse AI Ltd is positioning itself as a foundational infrastructure provider for the autonomous AI agent economy, emphasizing its newly launched Roundhouse Dashboard as a neutral data, identity, and reputation platform. The company stresses the Dashboard's ability to record and verify real settlement activity between AI agents and merchants, aiming to become the reference point for trust and reliability in this emerging sector. Messaging focuses on the scale of its dataset—built from x402 settlements and on-chain identities—and the company's ambition to package this data into standardised scores and benchmarks for commercial use. The announcement highlights the upcoming AIM admission, the £1.5 million capital raise at a 5 pence placing price, and an anticipated £14 million market capitalization. Leadership is foregrounded, with CEO and Executive Chairman Matthew Lodge holding significant direct and indirect stakes, and new independent directors Marcus Yeoman and Brian Stockbridge joining at admission. The tone is confident and forward-looking, but operational and financial specifics beyond the admission mechanics are limited.

What the data suggests

The company will admit 280,247,721 Ordinary Shares at 5 pence each, comprising 250,247,721 existing shares and 30,000,000 new Placing Shares, raising £1.5 million in new capital. The anticipated market capitalization on admission is approximately £14 million. Approximately 45% of AIM securities will not be in public hands, indicating concentrated ownership. CEO Matthew Lodge will hold 27.94% post-admission, with indirect interests in 78,311,411 shares through Kaikalani Pte. Ltd (65,698,823 shares), Fidelio Partners Pte. Ltd (10,612,588 shares), and Marallo Pte. Ltd (2,000,000 shares), all entities he fully controls. Other significant shareholders include Kaikalani Pte. Ltd (23.44%), Satsuma Technology Plc (8.92%), Pioneer AI Foundry Inc. (5.89%), Fidelio Partners Pte. Ltd (3.79%), Ewan Martin Dunbar Collinge (3.57%), and Léo Gerard Mercier (3.57%). The business model is described as pre-commercial, with no revenue, profit, or cash flow figures disclosed. The only operational metric is the 'x402 settlements' underpinning the Dashboard, but its commercial relevance is not quantified. The company's reporting schedule is set, with audited financials to 31 March 2026 and interims due by 31 December 2026. Overall, the data supports the admission mechanics and ownership structure but provides no evidence of commercial adoption or financial performance.

Analysis

The announcement is upbeat, highlighting the company's technology launch, capital raise, and AIM admission. However, most operational claims are either descriptive of the platform's intended function or forward-looking, such as ambitions to become the 'Go To' system-of-record and plans to roll out commercial features and a revenue model. There is no disclosure of historical or current revenue, profit, or cash flow, and no evidence of commercial traction beyond the stated x402 settlements and on-chain identities. The £1.5 million capital raise is significant relative to the company's stage, but the benefits (commercialisation, revenue generation) are not immediate and are described in aspirational terms. The gap between narrative and evidence is moderate: the company has launched a platform and is raising funds, but the commercial and financial impact remains unproven.

Risk flags

• ●The absence of disclosed revenue, customer adoption metrics, or profitability figures means investors have no basis to assess commercial traction or financial health. This limits visibility on the company's ability to generate returns post-admission.
• ●Ownership is highly concentrated, with approximately 45% of shares not in public hands and CEO Matthew Lodge holding a 27.94% direct and indirect stake. Such concentration can limit liquidity and may increase governance risk.
• ●The company's business model is pre-commercial, with the core product (Roundhouse Dashboard) only recently launched and its commercial impact unproven. Execution risk is high as the company must demonstrate that its infrastructure will be adopted at scale in a nascent market.
• ●Forward-looking claims about becoming the 'Go To' system-of-record and rolling out revenue-generating features are not supported by operational or financial milestones, creating a gap between narrative and evidence.

Bottom line

Roundhouse AI Ltd is seeking AIM admission with a £1.5 million capital raise and a projected £14 million market cap, but offers no evidence of commercial revenue or customer traction. The shareholding structure is tightly held, with nearly half the shares not in public hands and significant control by CEO Matthew Lodge through direct and indirect holdings. While the company has launched its Roundhouse Dashboard and claims a foundational dataset of x402 settlements, there is no disclosure of paying customers or financial performance. The company's ambitions in the autonomous agent economy are clear, but the pathway to monetisation and market adoption remains speculative. Investors should expect the next substantive update to be the publication of interim results by 31 December 2026. The most important takeaway is that this is a pre-commercial technology listing with execution and adoption risk, and financial upside is unproven until operational milestones are met.

Announcement summary

(LSE:ETHL) Roundhouse AI Ltd has announced its intention to seek admission to trading on AIM, with an expected admission date of 13 October 2026. The company is a Singapore-based technology firm that has developed and launched the Roundhouse Dashboard, a neutral data, identity, and reputation infrastructure for the autonomous AI agent economy. The Dashboard records and verifies real settlement activity between AI agents and merchants, supporting identity and reliability assessments, and is built from x402 settlements and on-chain identities. On admission, 280,247,721 Ordinary Shares of no par value will be admitted at an issue price of 5 pence, comprising 250,247,721 Ordinary Shares and 30,000,000 Placing Shares. The capital to be raised on admission is £1.5 million, with an anticipated market capitalisation of approximately £14 million at the Placing Price. Approximately 45 per cent of AIM securities will not be in public hands at admission. The company's securities are currently admitted to the Access Segment of the Aquis Stock Exchange Growth Market, but this listing will be cancelled concurrently with AIM admission. The directors on admission will be Matthew (Matt) Lodge (Chief Executive Officer and Executive Chairman), Elliot Francis Fielding (Finance Director), Marcus Yeoman (Independent Non-Executive Director, to be appointed before Admission), and Brian Stockbridge (Independent Non-Executive Director, to be appointed on Admission). Significant shareholders before and after admission include Matthew (Matt) Lodge (31.29% before, 27.94% after), Kaikalani Pte. Ltd (26.25% before, 23.44% after), Satsuma Technology Plc (9.99% before, 8.92% after), Pioneer AI Foundry Inc. (6.59% before, 5.89% after), Fidelio Partners Pte. Ltd. (4.24% before, 3.79% after), Ewan Martin Dunbar Collinge (4.00% before, 3.57% after), and Léo Gerard Mercier (4.00% before, 3.57% after). Matthew Lodge is indirectly interested in a total of 78,311,411 Ordinary Shares, including 65,698,823 held by Kaikalani Pte. Ltd, 10,612,588 held by Fidelio Partners Pte. Ltd, and 2,000,000 held by Marallo Pte. Ltd. Matthew Lodge holds 100% of the issued share capital of Kaikalani Pte. Ltd and Fidelio Partners Pte. Ltd. The anticipated accounting reference date is 31 March, with the main financial information in the admission document prepared to 31 March 2026 (audited). The company must publish unaudited interims for the six months ending 30 September 2026 by 31 December 2026, an audited annual report for the year ending 31 March 2027 by 30 September 2027, and unaudited interims for the six months ending 30 September 2027 by 31 December 2027. The nominated adviser is Beaumont Cornish Limited, and the broker is Clear Capital Markets Limited. An electronic copy of the admission document will be available on the company's website.

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