Celium — Section 10: The Ask

Celium is raising $750k on a convertible note at a $4.25M pre-money cap. Proceeds fund 12 months of focused execution: first commercial deployments in nature, IT pack development, seed round preparation, and the engineering hires needed to accelerate pack velocity.

$750k

Raise amount

convertible note

$4.25M

Pre-money cap

$5M post-money

15%

Equity acquired

at conversion

12 mo

Runway

to seed metrics

What this round de-risks

Technical de-risking

·First unmodified PE certificate accepted by buyer

·Nature pack v1 deployed to repeatable standard

·IT pack v0 built and Jira/ServiceNow connectors live

·Agent fleet automation reduces review time per claim

Commercial de-risking

·3–5 paying logos with contracted ARR

·ARR target $150–250k by seed round

·Sales cycle and win rate data from real deals

·First partner channel relationship formalised

The pre-seed is a milestones round, not an ideas round. The artefact chain is built. The first deployment is live. This capital closes the gap between “demonstrated in a real deployment” and “deployed commercially at repeatable-pack quality.” Those are the metrics the seed round will be priced on.

Use of $750k — 12-month deployment

Engineering & product (2 hires)

40%

Customer implementation & solutions

20%

Infrastructure, cloud & tooling

12%

Founder salaries (modest draw)

15%

Legal, compliance & IP

Travel, events & partnerships

40% of the raise goes directly to engineering and product. This is a build-first round. The commercial overhead is minimal because the founders carry the GTM motion personally through Phase 1. No sales hires until the playbook is proven at Seed.

Cap table at pre-seed conversion — fully diluted

Stakeholder	Shares / type	% FD	Visualised
Co-Founder 1 (CEO)	Ordinary	42.5%
Co-Founder 2 (CTO)	Ordinary	42.5%
Pre-seed investors	Convertible (preferred on conversion)	15%
Option pool (reserved)	CSOP / EMI unissued	10%
Total (post pre-seed)	—	100%	—

Note on option pool

The 10% option pool is reserved but unissued at pre-seed. It will be allocated to key engineering and commercial hires through the seed and Series A stages. EMI scheme provides tax-advantaged options for UK-based employees.

Founding team retains 85% at pre-seed conversion. The cap table is clean: no complex preference stacks, no prior angels, no advisors on equity (cash or carry only at seed). This gives the seed investor a clean entry and preserves founder control through the product-building phase.

Funding roadmap — three rounds to $191.8M ARR

Pre-seed Q1–Q2 2026

$750k convertible — first PE certificates

Funds 12 months: nature pack v1, IT pack v0, first 3–5 paying logos, Jira/ServiceNow connectors, seed round preparation.

$750k raise $4.25M pre / $5M post 15% acquired Convertible note Milestones: 3+ logos, $150k ARR

Seed Q2 2027

$2M — AE hire, partner channel, government pilot

Funds first AE, Head of Partnerships, government pack v0 with audit firm, and Series A preparation. Target: $1M ARR, 12+ logos, partner channel signed.

$2M raise $16M post-money ~13% dilution Priced equity ARR multiple: ~29×

Series A Q4 2028

$15M — construction scale, partner programme, geographies

Funds construction pack v1, VP Engineering, government at scale, partner certification programme, and US/EU geographic expansion. Target: $5M ARR, 50+ logos, 3 certified partners.

$15M raise $55M post-money ~18% dilution Priced equity (Series A preferred) ARR multiple: ~15×

Three rounds get Celium to $191.8M ARR by 2035 — total dilution of ~40% from pre-seed through Series A. Each round is triggered by the milestone it funds, not by calendar. The step-up in valuation at each stage reflects the reduction in product, commercial, and operational risk.

Pre-seed investor returns — model-derived (RETURNS sheet)

92×

MOIC at base exit (2037)

64.9%

IRR (pre-seed, 2037 exit)

11 yr

Hold period to base exit

Exit year	Assumed ARR	Exit multiple (ARR)	Implied valuation	Pre-seed MOIC	IRR
2032 (early)	$37.9M	12×	$455M	~24×	~54%
2035 (base)	$191.8M	15×	$2.9bn	~58×	~55%
2037 (model)	$402.7M	12×	$4.8bn	~92×	64.9%
2040 (full)	$843M	10×	$8.4bn	~130×	~58%

Methodology: MOIC calculated on $750k invested at $5M post-money (15% ownership). Exit value = ARR × assumed ARR multiple at exit year. Pre-seed MOIC = (exit value × 15% × dilution adjustment) / $750k. Figures derived from CFSE_Financial_Model_v24_RETURNS sheet. Dilution from subsequent rounds (~35% cumulative through Series A) factored in. Forward-looking; not a guarantee.

The IRR holds across a wide range of exit multiples because the ARR growth is the dominant driver. Even at a conservative 10× ARR exit in 2040, the pre-seed MOIC exceeds 100×. The downside scenario — an early exit at 12× ARR in 2032 — still returns 24× in under 7 years.