WealthAi - Data Room - Risk Register

Critical Risks

These issues will surface in due diligence and could block the round from closing.

Founders Factory signed the subscription agreement and wired funds in December 2025, but require a second Italian director's signature to complete. The Italian signatory has repeatedly delayed, requesting proof of authority and insisting on physical (not digital) signing, while also requiring the physical document to be identical to the SeedLegals digital version. Paul plans to issue the share certificate unilaterally and notify FF that validity from their side is their responsibility. This blocks the cap table being generated accurately at SeedLegals and prevents share certificates from being issued cleanly.

Owner Paul de Gruchy

Impact Incomplete shareholder documentation. Investors will question whether the cap table is clean and all shares are properly issued

Mitigation Paul issuing share certificate without Italian signature. Notifying FF that completion from their side is their responsibility. Need to document the situation formally for DD. This also blocks the SeedLegals cap table generation

Deadline Before any investor DD begins

Saranac Partners MSA is counter-signed and in the data room (anchor sponsor, leading the MAR Agent PoC). The remaining 6 of 7 confirmed Compliance Launch Group firms are in progress but lack formal signed agreements: Patronus Partners, JM Finn, Rathbones, Mediobanca, Plurimi, Alti Tiedemann. 5 more firms are being sourced to reach the 12-firm target. Affinity Trust has been dropped from pipeline in April 2026 (wanted adjacent use case in trust services). Every firm shown to investors as part of the Launch Group needs a corresponding current agreement. Without these, investors cannot verify traction claims.

Owner Jason / Paul

Impact Investors cannot verify traction claims. If 7 firms are quoted but only 1 has a signed agreement, that gap will be flagged in legal DD

Mitigation New MSAs or MoUs needed for the 7 in-progress CLG firms. Patronus Partners is the highest priority (becoming first paying client). Paul sending Jason a checklist of outstanding items. A further 5 firms still being sourced to reach the 12 total Launch Group target

Deadline Before investor outreach begins

High Risks

Issues that will slow the fundraise or create friction during investor conversations.

Financial Model v2 is complete and forward-looking ARR, EBITDA, unit economics, and cash flow projections are reconciled and shipped (interactive dashboard at financial-model.html). Historical financial statements are coming together: chart of accounts is in progress (Willis and Chris jointly building) and billing and invoicing process is in progress alongside Patronus Partners becoming the first paying client. Once chart of accounts is in, reconciliation since February will follow and historical statements will be produced. Downgraded from Critical to High because work is now actively in flight.

Owner Willis / Chris (accountant)

Mitigation In progress: chart of accounts (Willis + Chris), billing and invoicing process. Next: reconcile all transactions since Feb, produce historical statements. Xero connected to Revolut. Target: financial ops sorted before investor outreach

Formal contracts for team members do not exist. Paul has drafted a standard contractor agreement (sent to Willis for review 8 April). Plan is to get Jason and Paul onto PAYE first as proof of concept, then roll out contractor agreements. For a team of 22 people (14.8 FTE) today, growing to 26 FTE by year-end 2026, operating without formal agreements creates liability risk and will be flagged in any legal DD. Investors need confidence that key people are properly contracted and that IP assignment clauses are in place.

Owner Paul de Gruchy

Mitigation Standard contractor agreement drafted by Paul (sent for review 8 April). Jason and Paul to go onto PAYE first. Target: all team contracted by end of April

Knightons Capital and New College Capital are live on the platform but are not invoiced. Per Jason (10 April transcript): "they're very small startup businesses of their own and we're kind of doing each other favours." Externally we position these as reference deployments or pilot clients, not revenue. However, investors will probe revenue in DD and the zero-paying-clients reality must be handled carefully. First paying client en route is Patronus Partners (£400K investment plus becoming a client, Q2 2026).

Owner Jason

Impact If positioning slips to "2 paying clients", any DD checks will expose the gap and damage credibility. Financial model forward revenue depends on conversion of pipeline, not existing live clients

Mitigation All materials now reference "live reference clients" or "non-invoicing pilot deployments". Target: convert Patronus Partners to paying client in Q2, then consider starting commercial terms with Knightons and NCC

Two-way MoU signed with Capital Economics in Q1 2026 (20% rev share Year 1 on WealthAi distributing CE research, plus AI widget embedded on CE platform for 250 institutional clients at ~£2.5K per client per year). After PE owners restructured the CE commercial team, Adam has now stepped in as new CCO. Jason held a productive call on 11 April: CE is actively assessing buy vs build for AI capabilities, with an ExCo meeting Monday and a board decision within 10 days. CE flagged change-of-control concerns regarding WealthAi but agreed the two-way partnership has clear benefits. CE pushed back on per-client MOU pricing, since Adam expects clients won't pay extra for AI features. Jason proposing a three-step path: make the partner-vs-build case, agree the two-way partnership, then work out a cost-plus pricing model.

Owner Jason

Impact Loss of the 250-client AI widget channel would remove one of the most interesting B2B2B distribution stories. A successful re-cut, however, could anchor a stronger long-term partnership and pricing model that scales with client value rather than per-seat fees

Mitigation Jason to deliver the partner-vs-build case and a written summary to Adam by Sunday ahead of CE's ExCo meeting on Monday. Externally reposition as "distribution partnership in active redesign with new CCO" rather than as closed revenue. Have a fallback positioning ready if the relationship collapses

Jason Nabi is the sole director of both WealthAi Holdings Limited and WealthAi Technology Limited. Paul de Gruchy stepped down as director in January 2026 as part of his planned relocation to Jersey (reducing UK directorship exposure for tax purposes). Paul continues as Head of Legal and co-founder. Investors will flag the single point of failure in governance. Most investors expect at least two directors, and some term sheets require it as a condition.

Owner Jason

Impact Governance weakness. Key person risk. Investors may require appointing a second director as a condition of investment

Mitigation Appoint a second director. Could be an existing team member or an independent non-exec. Likely to be a condition of the seed round anyway

Medium Risks

Issues that create a negative impression but are manageable if addressed.

The Axyon AI and MDOTM partnership agreements both contain clauses where the entire agreement voids if key clauses are found unenforceable. This is unusual and creates risk that a partner relationship could collapse entirely over a minor legal technicality. Legal DD will flag this.

Owner Paul de Gruchy

WealthAi only owns wealthai.tech. The wealthai.com and wealth.ai domains are owned by third parties and would cost millions to acquire. Investors may flag this as a brand risk, particularly as the company scales internationally. Competitors or squatters controlling the primary .com and .ai domains creates confusion and limits brand authority.

Owner Jason

Mitigation Not economically viable to acquire. Ensure all marketing, investor materials, and client communications consistently use wealthai.tech. Consider defensive registrations of nearby variants

No insurance policies are in place. Directors and Officers insurance is expected by most institutional investors. Professional Indemnity and cyber insurance are particularly relevant for a company handling regulated financial data.

Owner Paul / Jason