INVESTOR DATA ROOM 1in7 SEED ROUND 2026

The Raise

THE RAISE

ASA Terms

Advanced Subscription Agreement

Complete terms of the 1in7 seed round. The ASA is a UK - standard instrument
fast, simple, no immediate valuation, and fully SEIS-compatible.

Key Terms at a Glance

Instrument
Advanced Subscription Agreement (ASA)
Target Raise
£250,000
Minimum Investment
£25,000 per investor
Maximum per Investor
£100,000
Discount Rate
20% on Series A share price
Valuation Cap
£3,000,000
Conversion Trigger
Qualifying round of £500,000 or more
Share Class on Conversion
Ordinary Shares — same class as next round
Interest
None (pure equity instrument)
Longstop Date
36 months from signing
Exit / Liquidation Protection
2× return if acquired before conversion
MFN Clause
Yes — better terms automatically apply to all ASA holders
Pre-emption Rights
Pro-rata right to participate in qualifying round
Information Rights
Quarterly updates until conversion
SEIS Status
Advance assurance in progress — shares will qualify on conversion

What Protects You

The 20% Discount

You get shares 20% cheaper than investors in the next round, rewarding you for the risk of backing us early before a valuation is set.

MFN Clause

If better terms are offered to any subsequent ASA investors before conversion, you automatically receive those same terms. You will never be disadvantaged relative to later investors.

£3M Valuation Cap

If we raise at a £10M+ valuation, the cap ensures you convert as if the company was valued at £3M, giving you significantly more shares. The better we do, the better this protection becomes.

Longstop Protection

If no qualifying round occurs within 36 months, ASA holders may request repayment of their investment (subject to solvency) or negotiate direct conversion terms.

2× Liquidation Return

If the company is acquired before your ASA converts, you receive at least 2× your original investment — or participate in sale proceeds via converted shares, whichever gives you more.

ASA vs Other Instruments

Feature
ASA (This Round)
SAFE (US)
Convertible Note
Instrument type
Pure equity
Pure equity
Debt (a loan)
Interest accrues
No
No
Yes
Repayable in cash
No (must convert)
No
Yes, at maturity
Valuation needed now
No
No
Usually yes
SEIS/EIS compatible
Yes
Not in UK
No
Primary market
UK / Europe
US
Global

THE RAISE

How It Works

ASA Conversion Explained

Three worked examples showing exactly what happens to your investment in different scenarios — conservative, strong, and exceptional.

The Mechanics

You invest now. No shares are issued immediately — you hold a contractual right to shares when we raise our next significant round (£500K+). At that point, your investment converts using whichever calculation gives you more shares: the 20% discount on the next round's share price, or the £3M cap (if the company has grown beyond that).

Simple rule

The better 1in7 performs before Series A, the more valuable your cap protection becomes. The cap is your upside accelerator.

Example 1 — Standard Conversion (20% Discount Applies)

You invest: £25,000 today via ASA

Series A: We raise £1M at £4M pre-money valuation

Series A share price: £2.00 per share

Your price after discount: £1.60 per share (20% off)

Your shares: 15,625 shares (£25,000 ÷ £1.60)

Series A investor (same £25K): 12,500 shares

You receive 25% more shares for the same money.

Example 2 — Cap Protects You (Strong Performance)

You invest: £25,000 today via ASA

Series A: We raise £2M at £10M pre-money valuation

Series A share price: £10.00 per share

Discount would give you: £8.00 per share — but the cap kicks in

Cap price (£3M ÷ shares): effectively £2.50 per share for you

Your shares: 10,000 shares (£25,000 ÷ £2.50)

Series A investor (same £25K): 2,500 shares

You receive 4× more shares. The cap protected you from excessive dilution as 1in7's value grew.

Example 3 — Acquisition Before Conversion

You invest: £25,000 today via ASA

18 months later: 1in7 receives an acquisition offer

Option A: Take guaranteed 2× return = £50,000 cash

Option B: Convert to shares and participate in acquisition proceeds

You choose whichever gives you more. The 2× floor is a guaranteed baseline — not a ceiling.

What Happens at the Longstop Date?

If no qualifying round has occurred within 36 months of your investment, you have two options:

  • Request repayment of your original investment amount (subject to company solvency at that time)

  • Negotiate direct conversion into shares at a mutually agreed valuation

The 36-month window is standard for UK ASAs and is designed to give early-stage companies sufficient time to reach a Series A milestone.

Ready to Join the 1in7 Mission?

We're raising £250,000 to transform education for neurodivergent children.
Your investment changes lives — and builds a platform in a £10B market.

CONTACT

Sean Rafter, CEO & Founder

e:
sean@1in7.org
t: +44 (0)7467 875 533