BEINGHUMAN®

An ethical network & market by creatives for creatives

The future of creative collaboration & commerce

Beinghuman Pre-Seed Raise (2025)

Raise Goal: £500,000
Pre-Money Valuation: £4.5 million
Equity Offered: 10% - ASA
Round Type: SEIS/EIS Approved (UK Tax Relief)

Why Now:

  • The creative economy is broken: 300M+ creators are underserved

  • The ethical alternative to Big Tech is needed and wanted

  • MVP in development with £670K in non-dilutive grant funding already secured

  • Founder + team with deep credibility, industry access & go-to-market strategy via immersive art (BEING)

  • Positioned for massive growth with built-in user base from RCA, UAL, and global creative networks

Use of Funds (£500K):

  • £250K: BUILD MVP (platform & AI tools)

  • £100K: Core hires (engineering, community, marketing)

  • £40K: Launch immersive BEING tour (PR, onboarding)

  • £50K: Live events & strategic partnerships

  • £10K: Legal/IP, SEIS, operational scaling

  • £50K: Runway

12–18 Month Objectives:

  • Stage major event at RCA to recruit partners, early adopters & institutional users

  • Launch platform & onboard first users

  • Activate events to drive adoption

  • Close early brand/institutional partnerships

  • Convert users to paid plans (Pro/Studio)

  • Prepare for a £10M Series A raise in 2026

The Opportunity: Beinghuman is a scalable, ethical, AI-powered platform for the $2.25T creative economy. We connect, empower & reward creators fairly. Our platform puts ownership, IP, and revenue back in the hands of those who make culture.

Join the movement.

Beinghuman Founder Collaboration Agreement

Date: [Insert Date]
Company Name: Beinghuman Ltd
Company Number: [Insert Company Number, if registered]
Parties:

  • Gaynor O'Flynn – Founder / CEO

  • [Insert Other Founder Name(s)] – [Role(s)]

1. Purpose

This agreement sets out the mutual understanding between the founding team of Beinghuman Ltd, defining each party's contributions, responsibilities, rights, and the company's direction.

2. Vision & Mission

We agree to work collaboratively to build Beinghuman as an ethical, fair trade, AI-powered digital platform for creatives, empowering members to connect, collaborate, and monetise their work fairly.

3. Contributions

Each founder commits the following to the project:

FounderTime CommitmentIP ContributionCapital InvestmentGaynor O'FlynnFull-time (unpaid initially)All pre-existing IP related to BEING and Beinghuman platform vision£0 (value contributed via IP, brand, and grants secured)[Name][FT/PT/Consulting basis][e.g., Technical Architecture / AI IP][Insert amount if applicable]

4. Equity

FounderShareholding (%)Vesting TermsGaynor O'Flynn[Insert %]Standard 4-year vesting with 1-year cliff (if applicable)[Name][Insert %][Insert or "To Be Agreed"]

Equity may be subject to further adjustments based on performance, contribution, or third-party investment.

5. Salaries & Expenses

  • Founders agree to defer salaries until funding permits or revenue is generated.

  • Reasonable business expenses will be reimbursed subject to approval.

6. Directorship & Decision Making

  • Gaynor O'Flynn will serve as CEO and creative director.

  • Key decisions (funding, hiring, IP licensing, exits) require majority founder agreement.

7. Fundraising

  • The company will raise capital via:

    • Non-dilutive grants (ongoing)

    • SEIS/EIS eligible equity funding rounds

    • Advance Subscription Agreements (ASAs) for early backers

  • All parties agree to support these efforts and maintain transparency during fundraising.

8. Intellectual Property

  • All IP created under Beinghuman Ltd will be owned by the company.

  • Founders agree to assign or license relevant pre-existing IP to the company for use.

9. Confidentiality & Non-Compete

  • Founders agree not to disclose sensitive company information.

  • Founders shall not compete with Beinghuman for the duration of their involvement and 12 months post-departure.

10. Disputes

Disagreements will be resolved via mediation or arbitration, as needed.

11. Legal Status

This agreement is not a substitute for legal shareholder agreements but represents our shared understanding and intent. A full legal agreement will follow.

Signed:

Gaynor O'Flynn

[Other Founder Name]

Date

1. Corporate Records:

  • Articles of Incorporation: Official documents that establish your company as a legal entity.​Carbon Law Group

  • Shareholder Agreements: Contracts outlining the rights and responsibilities of shareholders.​Carbon Law Group+1Zeni+1

  • Board Meeting Minutes: Records of decisions made during board meetings.​

  • Organizational Chart: Diagram showing company structure and reporting lines.​Wikipedia

2. Financial Documents:

  • Financial Statements: Income statements, balance sheets, and cash flow statements.​

  • Financial Projections: Forecasts detailing expected financial performance.​

  • Cap Table: Detailed breakdown of company ownership and equity distribution.​

  • Tax Returns: Filed tax documents from previous years.​

3. Legal Documents:

4. Operational Documents:

  • Business Plan: Comprehensive overview of your business strategy and goals.​

  • Product Documentation: Details about your products or services, including development roadmaps.​

  • Market Research: Analyses supporting your market position and growth potential.​Papermark

5. Compliance and Regulatory Documents:

  • Licenses and Permits: Necessary documents for legal operation in your industry.​

  • Compliance Records: Proof of adherence to industry regulations and standards.

…and then:

• ICO registration

• Insurances

• Employer

• Public Liability

• Professional Indemnity

• D&O

• Workplace pension

• VAT / PAYE registration

• Website T&Cs / Privacy / Cookie policies

• Customer T&Cs

• Incentivising employees, advisors and NEDs

The Forecast

Needs to show key revenue streams and

expenditure

• Should also show sources of funding,

timings and amounts

• Minimum of 3 years to satisfy HMRC

advance assurance

Simple Term Sheet

BEINGHUMAN – (SEIS/EIS Round)

Date: [Insert Date]

Company: Beinghuman Ltd

Founders: Gaynor O'Flynn and founding team

1. Investment Terms

  • Amount Raised: £500,000

    Founder Note: This raise provides sufficient capital to finalise the MVP, execute the go-to-market strategy, and achieve key milestones, reducing reliance on immediate future fundraising.​

  • Type: Ordinary Shares (SEIS/EIS Eligible)

  • Valuation (Pre-Money): £4,500,000

    Founder Note: A pre-money valuation of £4.5M aligns with our current traction and market position, ensuring fair equity distribution.​

  • Valuation (Post-Money): £5,000,000

  • Equity Issued to Investors: 10%

  • Use of Funds: Final MVP development, product launch, go-to-market strategy, content creation, operations, and key hires.​

2. Capitalisation

  • Founder Ownership (Post-Money): Approximately 85%​LinkedIn

  • Team & Advisor Option Pool: 5% (post-money, subject to standard vesting)​

    Founder Note: This pool is designated for long-term contributors, with clear vesting schedules to incentivise sustained commitment.​

  • Investor Ownership (Post-Money): 10%

3. Share Class & Rights

  • Share Type: Ordinary Shares​GOV.UK+4Jonathan Lea Network+4Simply Docs+4

  • Voting Rights: Pro-rata with ownership​

  • Liquidation Preference: 1x non-participating​

    Founder Note: Investors receive their initial investment back first in an exit scenario, ensuring fair treatment without additional preference over remaining proceeds.​

  • Anti-Dilution: Weighted average​

    Founder Note: In the event of a down round, early investors' shares adjust slightly based on the size of the new round, protecting both investor and founder interests.​

  • Board Representation: 1 board observer or non-voting advisor (optional)​

    Founder Note: This arrangement allows investors insight without compromising founder control over operations.​

4. Founder Protections

  • Vesting: Founder and team shares subject to 4-year vesting with a 1-year cliff​

    Founder Note: This standard structure ensures long-term commitment from team members and advisors, safeguarding the company's stability.​

  • Option Pool Management: Founder-controlled; new grants subject to board approval​

  • Drag/Tag-Along: Standard provisions with founder consent required for drag-along​

    Founder Note: This ensures that founders cannot be forced into a sale without their agreement, protecting the company's mission and vision.​

5. Exit & Liquidity Philosophy

Investor Returns Without Forced Exit

Beinghuman is committed to sustainable growth and does not plan to pursue an early sale or IPO. However, after the 3-year SEIS/EIS holding period, the company may, at its discretion, offer share buybacks or introduce dividend payments, subject to cash flow, board approval, and HMRC compliance. This approach ensures aligned investor returns even without a formal exit.​

Secondary Share Sales

Post the 3-year SEIS/EIS holding period, investors may seek to sell their shares. Such transfers will be subject to founder and board approval to maintain alignment with the company's mission and governance. The company may, at its discretion and subject to available cash flow, offer to buy back shares at fair market value, providing potential liquidity while preserving long-term stability and control.​

Founder Note: This structure allows founders to maintain control over the cap table and ensures that any changes in ownership align with the company's strategic direction.​

6. Compliance & Legal

  • SEIS/EIS Advance Assurance: Pre-approved​

  • Jurisdiction: United Kingdom​Finerva+1Simply Docs+1

  • Governing Law: English law​

SEIS/EIS Advanced Assurance

Valuation

Investor Validation: Our £4.5M valuation is grounded in both industry precedent and internal traction:

  • Founder-Market Fit: Led by Gaynor O'Flynn, a globally recognised artist and campaigner with 35+ years in music, film, immersive tech, and advocacy. Strong history of public funding and partnerships.

  • Team Strength: Multidisciplinary core team of experts in AI, UX, fintech, and immersive media. Supported by an elite advisory board from Tate, BBC, Disney, and Creative England.

  • Market Opportunity: The global creative economy is $2.25T and rapidly expanding. We target an underserved segment of 614M+ solo/freelance creatives.

  • Proven Demand: 1,000+ creatives signed up to pilot test. 500K+ reachable alumni through partners like RCA, UAL, and Creative Mornings and 1M+ via our team’s networks.

  • Revenue Model: Transparent SaaS subscription (Pro/Studio), plus institution, event, and ethical brand revenue.

  • Forecasts: Projected revenue of £105M+ by Year 3 with conservative conversion targets (6% Pro, 3% Studio).

  • Comparable Success: Platforms like Canva and Miro validate the scale and appetite for creator tools and collaboration platforms.

  • Traction to Date: £670K in non-dilutive grant funding. MVP in development. Strategic partner discussions in motion.

We align with key investor priorities: a capable team, meaningful traction, a scalable model, and global market fit. The valuation reflects real-world progress and the significant headroom ahead.

Funding Route

ASA (Advance Subscription Agreement)

To keep our raise simple, fast, and founder-friendly, we are using an ASA (Advance Subscription Agreement).

This allows aligned investors to back us now, with their investment converting into equity later, during our next funding round—when the company is worth more.

It’s the most efficient, flexible option for early investors. We offer:

A £4.5M valuation cap

A 20% discount on our next round's share price

SEIS/EIS eligibility for UK investors (generous tax relief)

With an ASA, you don’t receive shares immediately, but instead lock in a better deal for being early. When we do our next “priced” round (targeted for 2026), your investment will automatically convert into equity on favourable terms.

It’s the fastest way to join our mission—without complexity, and with generous benefits for our early supporters.

BEINGHUMAN®

JOIN THE MOVEMENT