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THE ISSUED SHARE POSITION IS CANON — NEVER STATE AN EQUITY PERCENTAGE WITHOUT NAMING ITS BASIS. [James's ruling, 16 Aug 2026]

SCOPE: this whole page.

⚠️ EQUITY SPLIT DISPUTED — do not quote a percentage. The rule is settled (James, 16 Aug 2026): the actual issued position is canon, diluted/post-round views are shown separately and labelled hypothetical, and no percentage may be stated without naming its basis. The figures are not settled — the Statutory Share Register and the working cap table record different founder/Downtown splits on the same total. Verification against Companies House is outstanding. Until it completes, state no founder or Downtown percentage in any document, internal or external. Canon: _Memory/00-ACTIVE-STATUS.md. The total issued 1,000,000 = 100% is not in dispute; the employee option pool is reserved and unissued — not part of the issued total.

Every offer and equity figure on this one-pager is hypothetical — it describes a round that never closed and is not open. The retired round's figures are deliberately not restated.

Downtown Creative: one holding, several totals — the same holding has been expressed against several different denominators: the issued total, a post-round total that never came into existence, and a further basis now retired. Different bases for one holding, not contradictions in themselves. But the underlying split is itself disputed (see above), so no percentage on any basis may be stated until Companies House verification completes.

Nothing has been issued to Downtown Creative. Nothing is signed or legally logged. Never write "issued", "secured", "closed", "executed" or "contract" about it.

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<aside> ⛔

⛔ NOT A LIVE OFFER — DO NOT SEND, SHARE OR PRINT.

As at 7 August 2026 Winemakers Rock Ltd is not conducting a raise. Every term on this one-pager — £400K for 20% equity, £1.6M pre-money, £1.60/share, £25K minimum, "Round open until £400K target is reached" — is superseded and withdrawn. The "-42%" carbon figure is WITHDRAWN (ruling 22 Jul 2026). The £2.04/bottle saving and £1.92/bottle duty are dead (duty is £30.62/LAL since 1 Feb 2026; 500ml @13% = £1.99, 750ml = £2.99). EIS advance assurance is held for £250k; the uplift is HELD, not blocked — delivered to HMRC 20 May 2026, HMRC replied 26 May 2026 (ref WMBC/I&R/3164120190/AAS) requiring a formal advance assurance application. None has been made, so the answer is unactioned. Held by James's ruling 15 Aug 2026 pending VCM60130 named-investor evidence. The action sits with us; nothing is pending at HMRC. The uplift target figure is retired and is deliberately not restated. ⚠️ Corrected 16 Aug 2026 — the previous wording said HMRC blocked it.

The company's live funding route is EU grant funding (EIC Accelerator). Nothing on this page is a financial promotion or an invitation to invest. Retained as a record only.

[CORRECTED 7 Aug 2026 — vault Active Status canon; supersedes the entire Founding Circle offer framing.]

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<aside> 🍷

⛔ WITHDRAWN — Bottled Rebellion — Seed Round £400K for 20% Equity EIS-approved | EBITDA positive Year 1 | 10–12 investors max | Round open until £400K target is reached There is no seed round, no equity on offer and no open round. [CORRECTED 7 Aug 2026]

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The Opportunity £17.7B UK wine market. £1.5B premium-accessible gap. 25–45 year olds buying on story + design, not scores. Nobody's speaking to them. We are.

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<aside> ⚡

The Edge 500ml format. saves £2.04/bottle vs 750ml (dead — computed on the retired £29.54/LAL duty rate). Only UK wine brand with ProofTag carbon tracking (-42%) — the 42% carbon claim is WITHDRAWN pending recalculation (ruling 22 Jul 2026); no percentage is currently claimed. DTC-first = distributor-proof. Asset-light = operating leverage. [CORRECTED 7 Aug 2026]

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The Numbers (Lean Case)

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⛔ The Deal — WITHDRAWN £400K for 20% | £1.6M pre-money £1.60/share (Series A projected at 2.8–4.2× higher) EIS: 30% tax relief Y1 — advance assurance held for £250k (held, not approval); the uplift is HELD, not blocked — HMRC answered 26 May 2026 (ref WMBC/I&R/3164120190/AAS) requiring a formal advance assurance application; none has been made. Held by James's ruling 15 Aug 2026. Nothing is pending at HMRC. ⚠️ Corrected 16 Aug 2026. No deal is on offer. [CORRECTED 7 Aug 2026]

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<aside> 🛡️

⛔ Your Downside (£25K) — WITHDRAWN £7,500 EIS relief in Y1 | Effective cash at risk: £17,500 | Max loss (total failure): ~£9,625 | CGT exempt after 3 years There is no £25,000 minimum and no subscription to model a downside on. [CORRECTED 7 Aug 2026]

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4 Growth Levers → 10% EBITDA by Y5

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Lever 1: DTC Dominance

• Channel mix: 45% → 60% by Y5
• DTC gross margin: 38.5% vs trade 32.2%
• Impact: +3–4pts blended margin
• Owned customers, no distributor risk </aside>

<aside> 🇪🇺

Lever 2: EU Expansion

• Netherlands: Q2 2028
• Germany: Q4 2029
• Both have zero wine duty
• Saves £1.92/bottle — dead figure. UK duty is £30.62/LAL since 1 Feb 2026; 500ml @13% = £1.99. [CORRECTED 7 Aug 2026] </aside>

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Lever 3: Marketing Efficiency

• Spend as % of revenue: 25.5% → 10%
• Every 5% reduction = +£900K EBITDA
• Biggest single lever to hit 10%
• Driven by retention, referrals, brand equity </aside>

<aside> ⚙️

Lever 4: Operating Leverage

• No vineyards, no production, no retail estate
• Fixed costs grow at 50–60% of revenue growth
• Team: 1 → 10 (revenue-triggered hires)
• Every role must show £3 return per £1 cost </aside>

The Team

Use of Funds

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40% Inventory & Production £160K

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