Investors
Roundhouse AI LTD., incorporated on and registered in Singapore on 8 October 2021 with company number 202135083D.
Roundhouse AI is building the trust layer for AI agents that act, pay and transact. The Roundhouse Dashboard is neutral data, identity and reputation infrastructure for the autonomous AI agent economy. Its x402 Facilitator settles agent-to-merchant payments on-chain, and its Reputation Graph turns that settlement activity into a public, real-time record of agent and merchant activity, available today at roundhouseai.io. Agent Reputation Scores and the aGDP Index, commercial scoring and benchmark products built on that data, are planned for the Dashboard's next stage.
Registered Office: 101 Telok Ayer Street, #03-02, (068574), Singapore
Issued share capital: 250,247,721 ordinary shares of no par value. Securities in public hands: 50.84%.
The Ordinary Shares are freely tradeable and there are no restrictions on transfer.
The Company has 22,036,727 warrants in issue with a strike price of £0.04, representing 8.09% of the diluted share capital.
The Company's shares are traded on the Access segment of Aquis Stock Exchange Growth Market (TIDM) under the symbol: ETHL.
ISIN: SGXZ84721265
SEDOL: BVMW680
Legal Entity Identifier: 984500843B7DFD045F10
Roundhouse AI is building the trust layer for AI agents that act, pay and transact. The Roundhouse Dashboard is neutral data, identity and reputation infrastructure for the autonomous AI agent economy. Its x402 Facilitator settles agent-to-merchant payments on-chain, and its Reputation Graph turns that settlement activity into a public, real-time record of agent and merchant activity, available today at roundhouseai.io. Agent Reputation Scores and the aGDP Index, commercial scoring and benchmark products built on that data, are planned for the Dashboard's next stage.
Registered Office: 101 Telok Ayer Street, #03-02, (068574), Singapore
Issued share capital: 250,247,721 ordinary shares of no par value. Securities in public hands: 50.84%.
The Ordinary Shares are freely tradeable and there are no restrictions on transfer.
The Company has 22,036,727 warrants in issue with a strike price of £0.04, representing 8.09% of the diluted share capital.
The Company's shares are traded on the Access segment of Aquis Stock Exchange Growth Market (TIDM) under the symbol: ETHL.
ISIN: SGXZ84721265
SEDOL: BVMW680
Legal Entity Identifier: 984500843B7DFD045F10
Board & SENIOR MANAGEMENT
Matthew Lodge, Chief Executive Officer and Executive Chairman
Matt Lodge has over 30 years' experience as an entrepreneur, company director, investor, and board advisor, and has been based in Asia for more than two decades. Matt has deep industry experience in successfully scaling tech businesses and a strong focus on companies at the intersection of digital assets & AI. Matt was previously CEO and is currently non-executive director of Satsuma Technology Plc (LSE: SATS), a Bitcoin treasury management and decentralised finance-focused AI company. During his tenure as CEO of SATS Matt led the largest single fundraise for a UK publicly listed digital asset (primarily Bitcoin) treasury company.
Elliot Fielding, Finance Director
Elliot Fielding qualified as a Chartered Accountant at Deloitte, with experience in Audit and Transaction Services. Elliot has advised clients ranging from large multinational and listed companies to smaller, privately owned and managed operations, in various sectors including law, TMT, real estate, sport and travel. Currently, he is the managing partner of Sampson Fielding, a firm of Chartered Accountants and Business Advisors. Elliot was previously a director of AQSE-listed Flex Labs Inc.
Marcus Yeoman, Independent Non-Executive Director
Marcus Yeoman is chairman and non-executive director of a number of private companies which have engaged him principally to assist them with their growth strategies. His early career started with the formation of three companies in IT infrastructure and distribution, after which he moved into small company broking and corporate work with Rathbone Stockbrokers Limited and Cheviot Capital (Nominees) Limited. In 2003, Marcus established Springtime Consultants Ltd and has been acting as a consultant or non-executive director to a number of listed companies and SME ventures over the past 20 years. Marcus is currently Non-Executive Chairman of Talon Resources Plc, Chairman of Pri0r1ty Intelligence Group Plc and a Non-Executive Director at CapAI Plc.
Léo Mercier, Chief Technology Officer
Léo is highly experienced in the autonomous AI and finance space. With an expansive background in AI research and development, he is an accomplished entrepreneur and a technologist. He previously co-founded Crowdform, a digital product and venture studio in London and São Paulo. Léo is the technical lead with hands-on x402 deployment experience at Roundhouse responsible for protocol architecture, on-chain indexing infrastructure, and Agent Score engine development.
Significant Shareholders
Kaikalani Pte Ltd* 26.25%
Satsuma Technology Plc 9.99%
Pioneer AI Foundry Inc 6.59%
Fidelio Partners Pte. Ltd.* 4.24%
Ewan Martin Dunbar Collinge 4.00%
Léo Mercier 4.00%
*Company controlled by Matthew Lodge, a director of the
company
Satsuma Technology Plc 9.99%
Pioneer AI Foundry Inc 6.59%
Fidelio Partners Pte. Ltd.* 4.24%
Ewan Martin Dunbar Collinge 4.00%
Léo Mercier 4.00%
*Company controlled by Matthew Lodge, a director of the
company
Corporate Governance
The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.
Given the nature and purpose of the Company, the experience of the Directors and the Company’s proposed strategy, the Directors believe that the composition of the Board is appropriate and suitable.
The Board, which will meet no fewer than four times a year, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the Directors are communicating effectively with the Company's AQSE Corporate Adviser regarding the Company's ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements, notifications and potential transactions.
The Directors have established financial controls and reporting procedures which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of the Company’s future development and adjusted accordingly.
In order to implement its business strategy, the Company has adopted the corporate governance structure set out below:
Audit and Risk Committee
The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Marcus Yeoman and its other member is Matthew Lodge. The Audit Committee will meet at least twice a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies and to review the Company’s internal financial controls and the Company’s internal control and risk management systems.
Remuneration Committee
The remuneration committee, which comprises Marcus Yeoman and Matthew Lodge, is responsible for the review and recommendation of the scale and structure of remuneration for the Company's senior executives, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Marcus Yeoman and will meet at least once a year.
Aquis Rule Compliance Committee
The Aquis Rule Compliance Committee, which will comprise Marcus Yeoman and Matthew Lodge and will meet not less than twice a year. The Aquis Rule Compliance Committee is chaired by Marcus Yeoman.
The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee.
Given the nature and purpose of the Company, the experience of the Directors and the Company’s proposed strategy, the Directors believe that the composition of the Board is appropriate and suitable.
The Board, which will meet no fewer than four times a year, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the Directors are communicating effectively with the Company's AQSE Corporate Adviser regarding the Company's ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements, notifications and potential transactions.
The Directors have established financial controls and reporting procedures which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of the Company’s future development and adjusted accordingly.
In order to implement its business strategy, the Company has adopted the corporate governance structure set out below:
Audit and Risk Committee
The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Marcus Yeoman and its other member is Matthew Lodge. The Audit Committee will meet at least twice a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies and to review the Company’s internal financial controls and the Company’s internal control and risk management systems.
Remuneration Committee
The remuneration committee, which comprises Marcus Yeoman and Matthew Lodge, is responsible for the review and recommendation of the scale and structure of remuneration for the Company's senior executives, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Marcus Yeoman and will meet at least once a year.
Aquis Rule Compliance Committee
The Aquis Rule Compliance Committee, which will comprise Marcus Yeoman and Matthew Lodge and will meet not less than twice a year. The Aquis Rule Compliance Committee is chaired by Marcus Yeoman.
The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee.
Contacts
Secretary
Choong Eu Khiun
AQSE Corporate Adviser
First Sentinel Corporate Finance Limited
21 Arlington Street, London, England, SW1A 1RN
Broker
Clear Capital Markets
6th Floor, Wilsons Corner, 23-25 Wilson Street, London EC2M 2DD
Solicitors to the Company
Fladgate LLP
16 Great Queen St, London WC2B 5DG
Auditors (UK)
Kreston Reeves Audit LLP
2nd Floor, 168 Shoreditch High Street, London E1 6RA
Auditors (Singapore)
Nexia Singapore PAC
36 Robinson Road, #11-01 City House, Singapore, 068877
Reporting Accountants
Kreston Reeves LLP
2nd Floor, 168 Shoreditch High Street, London E1 6RA
Registrar
Computershare Investor Services (Jersey) Limited
13 Castle Street, St. Helier, JE1 1ES, Jersey C.I.
UK Registrars and Depositary
Computershare Investor Services Plc
The Pavilions, Bridgwater Road, Bristol BS13 8AE
Choong Eu Khiun
AQSE Corporate Adviser
First Sentinel Corporate Finance Limited
21 Arlington Street, London, England, SW1A 1RN
Broker
Clear Capital Markets
6th Floor, Wilsons Corner, 23-25 Wilson Street, London EC2M 2DD
Solicitors to the Company
Fladgate LLP
16 Great Queen St, London WC2B 5DG
Auditors (UK)
Kreston Reeves Audit LLP
2nd Floor, 168 Shoreditch High Street, London E1 6RA
Auditors (Singapore)
Nexia Singapore PAC
36 Robinson Road, #11-01 City House, Singapore, 068877
Reporting Accountants
Kreston Reeves LLP
2nd Floor, 168 Shoreditch High Street, London E1 6RA
Registrar
Computershare Investor Services (Jersey) Limited
13 Castle Street, St. Helier, JE1 1ES, Jersey C.I.
UK Registrars and Depositary
Computershare Investor Services Plc
The Pavilions, Bridgwater Road, Bristol BS13 8AE
News Releases
Shareholder Documents
Admission Materials and Constitutional Documents
