Business description
Roundhouse AI Ltd was incorporated in Singapore on 8 October 2021 with company number 202135083D. The information on this page is disclosed for the purposes of Rule 26 of the AIM Rules for Companies. Last updated: 13 October 2026.
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.
Company information
282,089,832 ordinary shares of no par value. No shares are held in treasury.
44.75%
Warrants
There are 34,026,727 warrants over ordinary shares.
The ordinary shares are freely transferable.
The ordinary shares are admitted to trading on AIM, a market operated by the London Stock Exchange under the ticker “RHAI”.
No application has been made or is intended to be made for the Company’s shares to be admitted to or traded on any other exchange or trading platform.
As the Company is incorporated in Singapore, it is not subject to the UK City Code on Takeovers and Mergers (the “UK Takeover Code”) and accordingly, Shareholders will not be afforded any of the protections under the UK Takeover Code. The Singapore Code on Take-overs and Mergers (the “SG Takeover Code”), issued by the Monetary Authority of Singapore does not currently apply to the Company but may in the future.
As the Company is incorporated in Singapore, the rights of its shareholders may be different from the rights of shareholders in a company incorporated in the UK.
Board and senior management
Matthew Lodge
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 then 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
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
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.
Brian Stockbridge
Brian has over 20 years experience in corporate finance, including direct investments and financing into companies, IPOs, capital raisings and mergers and acquisitions for both public and private companies. He has held board positions on several public and private companies throughout his career, most notably with Rangers Football Club and Allegiance Insurance. Brian has also held director and management positions with Zeus Capital, Allenby Capital, Noble & Company and Grant Thornton. He is currently the Chief Executive Officer of First Sentinel Corporate Finance, Non-Executive Chairman of Potentially AI Plc, Executive Director of Defence Holdings Plc and Chairman of Vault Ventures Plc. Previously he served as a Case Officer for the Panel on Takeovers and Mergers.
Léo Mercier
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.
Corporate governance
In setting its governance arrangements, the Board has had regard to the principles and guidance of the QCA Corporate Governance Code, but does not consider it necessary to adopt or comply with it in full at this stage. The Board’s approach is set out below and in Part II of the admission document.
Board composition. The Board has four Directors: two Executive Directors, Matthew Lodge and Elliot Fielding, and two Independent Non-Executive Directors, Marcus Yeoman and Brian Stockbridge, who was appointed to the Board on Admission on 13 October 2026. The Board considers both Non-Executive Directors to be independent. Brian Stockbridge is the CEO and founder of First Sentinel Corporate Finance Limited, the Company’s corporate adviser before Admission. That advisory role and its fees ended on Admission. First Sentinel holds warrants over 0.89% of the Enlarged Share Capital on Admission. The Board has concluded that this does not affect his independent judgement and will keep it under review.
Roles and responsibilities. The Board is collectively responsible for leading the Company, setting its strategy and commercial objectives, overseeing their delivery and making sure the Company’s risks are properly managed. The Executive Directors run the business day to day and carry out the strategy approved by the Board. Matthew Lodge, Chief Executive Officer, is also Executive Chairman and leads the Board and chairs its meetings. The Board expects to separate these roles and appoint a Non-Executive Chairman as the business develops. Elliot Fielding, Finance Director. Elliot is responsible for the Company's finance function, including financial reporting and controls. The Non-Executive Directors provide independent oversight, constructive challenge and advice, and contribute to strategy, performance and risk management. The Board will meet at least four times a year.
Remuneration and performance. Executive Director pay is made up of fixed pay and, where appropriate, pay linked to performance. The Company may use share options, warrants or other equity incentives to align the interests of Executive Directors and senior management with those of shareholders and with the Company’s long term performance. Non-Executive Director fees reflect their responsibilities and do not include pay linked to performance. The Board, supported by the Remuneration Committee, reviews Directors’ pay against the Company’s performance, strategy, size and financial position.
Risk and controls. The Board has overall responsibility for risk management and internal control. The principal risks facing the Company are described in Part III of the admission document. The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Company. These controls will be reviewed as the Company develops and adjusted accordingly.
The Board is supported by the committees below. Their terms of reference will be published on this website.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Brian Stockbridge, and its other members are Marcus Yeoman and Matthew Lodge. It meets at least twice a year. It is responsible for making sure the Company’s financial performance is properly reported and monitored, including reviewing the annual and interim accounts, results announcements, accounting policies, internal controls and risk management systems.
Remuneration Committee
The Remuneration Committee is chaired by Marcus Yeoman. Its other members are Brian Stockbridge and Matthew Lodge. It meets at least once a year. It reviews and recommends the scale and structure of pay for the Company’s senior executives, including any bonus arrangements or share option awards, having regard to shareholders’ interests and the Company’s performance.
Share dealing code
The Company has adopted a share dealing code for dealings in its shares by Directors, senior management, their closely associated persons and applicable employees, appropriate for a company whose shares are traded on AIM. It is the Company’s share dealing policy for UK MAR and the AIM Rules for Companies.
The Company does not have a separate Nomination Committee or AIM Compliance Committee at this stage. The Board as a whole keeps responsibility for Board appointments and for compliance with the AIM Rules for Companies and UK MAR. The Board makes sure procedures, resources and controls are in place to secure compliance with the AIM Rules for Companies, and that the Directors communicate effectively with the Company’s nominated adviser.
Investor relations
The Board is committed to clear and regular communication with shareholders. The Company communicates through regulatory announcements, its annual report and accounts, half yearly reports, this website and its annual general meeting. All shareholders are encouraged to take part in the AGM, in person or online. Investor relations contact: hq@roundhouseai.io
This governance information was last reviewed on 12 October 2026. It will be reviewed at least once a year.
Contacts
News releases
All inside information publicly disclosed will be available on the Company’s website for a period of at least five years.
