Private investor briefing — please don't circulate. Shared with you directly by the founders.
$70,000 · $1M cap · 20% discount · SEIS expected (UK)

One bear. One cheque.
On shelves for Christmas.

One cheque ships the signed Build-A-Bear avatar build for Christmas 2026 — converting at the $1M founders cap.

One cheque funds the whole thing: the on-device avatar experience inside a signed Build-A-Bear programme. The character runs entirely on the device — nothing leaves the device — built on our granted patent (US 12,682,537), shipping for Christmas 2026. And first money is treated best: this $70,000 converts at a $1,000,000 cap — the moment this close fills, the cap steps up to $1,500,000.

commercial terms — in the subscription pack  UK: advance subscription (SEIS expected) · US: post-money SAFE — both 20% discount + the $1M cap

The build · £0 of £52,000 ($70,000 · $1M cap)
0 investors · updated
Now open — first cheques ship the bear.
The offer

What you get

One cheque, one deliverable — and the lowest cap this company will offer.

A $1M capFounders-tier on the company that owns the patent — steps to $1.5M when this close fills. $70K → ~7% minimum · $50K → ~5% minimum; more if the round prices lower.
Half your cheque backSEIS expected: HMRC refunds 50% off your income-tax bill — on top of your shares, not your return.
A visible productYour money becomes a bear on shelves at Christmas 2026 — a shipped product in thousands of hands.
The patented runtimeGranted US Patent 12,682,537 — the on-device stack that made a global toy brand sign.

First money converts at the lowest cap this company will offer. If the round later prices where we think, it's roughly 2.5×'d on paper the day it converts. (SEIS rules prohibit payback preferences; the cap is how first money is rewarded.) full terms — in the subscription pack

Plush bear — original illustration, not the licensed character
What this funds

The build, end to end

A signed retail programme with a hard shelf date. This raise pays for the engineering that ships it.

The Build-A-Bear build

An avatar character that lives entirely on the device — it talks, it listens, and nothing a child says ever leaves the toy. That privacy stance is only possible because of the on-device runtime protected by granted US Patent 12,682,537, and it is why the programme was signed.

The deadline is real: on-shelf for Christmas 2026. This raise funds the build — engineering, character bake, certification and delivery.

Build-A-Bear is named here for context; this briefing is confidential. commercial terms — in the subscription pack

  • Engineering — the on-device build~½ of the raise
  • Avatar bake pipeline & voice~⅕
  • Certification & QA~15%
  • Delivery, ops & contingencythe remainder
The SEIS maths

See what your cheque really costs

Your cheque comes in as an advance subscription designed for SEIS — no interest, no repayment right, auto-converting into ordinary shares within six months at a 20% discount, capped at $1,000,000. UK taxpayers: HMRC refunds half your cheque off your income-tax bill — a rebate on top of your shares, not your return — plus capital-gains-free growth after three years, and loss relief if it fails.

SEIS advance assurance in progress

Relief depends on your personal tax position and the company's SEIS qualification — this is arithmetic, not tax advice.

You invest£10,000
HMRC refunds (50% SEIS relief)−£5,000
Real cost to you£5,000
Worst case if it all fails*≈£2,750
*After 50% relief plus loss relief at the additional rate. With CGT reinvestment relief the worst case falls to ≈£1,550. Growth on exit after 3 years: tax-free. Shares must be held 3 years to keep the relief; the refund is claimed via your tax return or PAYE once the SEIS3 certificate is issued.
How to proceed

Three steps, no ceremony

1

Register interest

Tell us who you are and your indicative amount. It commits you to nothing.

2

Receive the subscription pack

The full commercial terms, the SEIS position and the subscription documents — including the programme details behind this briefing.

3

Complete and fund

Sign, receive the payment rails inside your countersigned pack (never by social media or unverified email), and your money converts at the $1M cap.

Fastest route: reply to the email that brought you here, or write to jonathan@2wai.ai — you'll get the founder, not a funnel.

Register interest — the build

By submitting you confirm your selected investor status is accurate and consent to being contacted about this round. This is not an offer of securities; subscription is at the company's discretion following eligibility checks.

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Nothing is committed until you sign.

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