craig.bovaird@indyrct.com
Cotillion · Confidential
The $1.5M pre-seed is engineering-led, ecosystem-funded on acquisition, and stretched past 30 months by self-generated revenue and the R&D rebate. It arrives in two stages: a first close targeted for November, the balance in Q1. Every dollar below reconciles to the live financial model.
The pre-seed is $1.5M AUD on a capped SAFE, closed in two stages: a $300k first close targeted for November 2026 and the $1.2M balance in Q1 2027. No priced valuation is set today; the SAFE converts at the next priced round, planned as an ANZ-led seed around mid-2028, raised on metrics with the pre-seed investors following on. A US flip is a seed-stage consideration, structured so the Australian entity keeps performing, and claiming, R&D. The number is sized, not asserted: roughly $0.9M of base-case net consumption, a downside allowance, and about six months of seed-negotiation buffer.
This is an engineering-led plan. Acquisition is ecosystem-funded, so there is no paid-growth line to speak of; the money buys the team that ships the product and the small set of costs that keep a trust platform credible. Every post-close hire after Engineer 1 has a named trigger, not a calendar assumption.
Gross outflows total $1.75M over the window, more than the $1.5M raised. The difference is covered by $688k of operating receipts (FPP consulting and platform subscriptions, net of billing fees) and $197k of R&D rebates. Net capital consumed in the base case is about $862k, and the categories above reconcile line by line to the model's Use of Funds tab, to the dollar. That is why the raise stretches past 30 months rather than the usual 18, and why $693k remains at the window's end.
Net burn runs around $39k per month through 2027, well below gross, because consulting and platform revenue and the R&D rebate all offset it. The tight spot is named, not hidden: the pre-close trough of ~$33k in October 2026, cleared by the November first close, which also funds the December payroll start. After the Q1 final close the balance never returns to the trough, and the seed is raised in 2028 from a position of strength with roughly six months of cash still in the tank.
The base case is deliberately conservative: core subscriptions plus a capped consulting program, nothing else. Vendor revenue and the add-on modules sit in evidence-gated scenarios above the base, each worth an inspectable amount when its gate opens. The adoption ramp is channel-derived from the CAC build, so every input is individually defensible. The efficiency is the headline.
Founding cohort grandfathered at $100 per vendor connection; $150 list from customer 25. The ASP step-up comes from cohort mix, not repricing anyone. Paid-channel CAC pays back in under eight months; the other channels run at ~$0 cash CAC.
Vendor revenue enters only when the gate opens: attribution demo shipped, independent verification review passed (H1-2027), and a NextGen-sourced prospect at proposal stage, a pipeline to be established. Worth ~$180k ARR at hypothesis pricing when earned; the base case never depends on it.
Founding Partner engagements, capped at six and front-loaded; four start by December 2026, bridging the pre-close trough by design while surfacing exactly which workflows to automate.
About $690k across the window from consulting and MSP subscriptions, net of billing-channel fees. Every dollar is runway not raised and not diluted, which is what pushes cash-out past 30 months.
A 43.5% refundable offset on eligible paid R&D. The FY26 claim is modest at ~$14k; once funded engineering salaries land, the FY27 claim reaches ~$49k and FY28 ~$134k. Received in arrears; the visible uptick at the end of the cash curve is the FY28 rebate landing.
The model’s most uncertain input, so the ramp is channel-derived and individually attackable. The combined downside runs 60% of planned adoption with doubled churn and a late final close, and stays cash-positive throughout.
Vendor pricing is a working hypothesis and the pipeline is to be established, which is exactly why vendor revenue is quarantined from the base case. A slip softens the upside story, not the plan.
The $300k November close is a target; deliberately, it is the heat test on the round. It funds the December payroll start; if it slips, payroll defers a month and the levers hold. The model shows the counterfactual rather than hiding it.