Arlequin's €28m Series A Follows a 31% Seed Issuance With Ratchet Protection

Arlequin says it has raised €28 million in a Series A, but the latest public French company records still stop at an earlier, partly redacted financing step. The register shows that the 2025 seed created 449,544 new ordinary shares, equal to 31.01% of the post-seed share count, with BSA Ratchet 2025 attached. The same decision authorised up to 279,500 BSPCE employee and creator warrants. It does not disclose the seed price, the named subscribers or any 2026 Series A allocation.

That makes the round a useful two-ledger story. The funding announcement establishes a new group financing and its investor syndicate. The register establishes a prior issuance, its dilution arithmetic and the rights capacity that can change the fully diluted picture. Neither source connects the 2026 headline to a legal entity-level share issue or tells readers how the new investors divide ownership.

The €28m announcement answers the funding question

In its 10 September announcement, Arlequin says the Paris-based company raised €28 million in Series A financing. The round is described as exclusively European and co-led by redalpine and OTB Ventures, alongside Bpifrance's Defence Innovation Fund. Existing investors Vsquared and 10x Founders increased their stakes, while Xavier Niel and ZEBOX joined the syndicate.

The company links the financing to its topological neural network (TNN) architecture, which it says is designed to learn complex relationships in data with more traceability and lower compute requirements. It also says the proceeds will support product development, hiring and international expansion, including London and Berlin operations and a planned Silicon Valley laboratory. These are company statements about the use and potential of the capital, not figures in the French register.

Independent coverage by SiliconANGLE reports the same €28 million amount, lead investors and participation by the Defence Innovation Fund, existing backers, Xavier Niel and ZEBOX. The cross-check supports the event and its public framing. It does not add a valuation, security schedule or recipient-by-recipient allocation. Those omissions matter when the legal record is also silent on the Series A issue.

The French baseline starts with one million ordinary shares

The exact French register entity is ARLEQUIN, SIREN 983592676, an active société par actions simplifiée (SAS) with a registered office at 19 Boulevard Poissonnière in Paris. The founding statutes identify €10,000 of capital divided into 1,000,000 ordinary shares with a €0.01 nominal value. Hugo Micheron subscribed for 980,000 shares, or €9,800, and David Meneret for 20,000, or €200. The act bears a DocuSign date of 15 December 2023 and an RNE act date of 19 January 2024.

The public profile currently returns an incorporation date of 8 September 2025. That metadata conflicts with the dated founding act, so it should not be used to rewrite the founding chronology. The safer statement is that the founding statutes set the one-million-share baseline and that a later RNE decision records the seed implementation.

The starting block is important because later dilution is easiest to understand as a share-count change. It is not a valuation, and the nominal €0.01 price is not evidence of the price paid by an outside investor in a later round.

The 2025 seed added a third of the ordinary-share count

The seed documents record a 4 April 2025 unanimous associates' decision and a 16 April 2025 president implementation. The amended statutes increase capital from €10,000 to €14,495.44 by creating 449,544 new ordinary shares at €0.01. The new shares carry BSA Ratchet 2025. The decision suppresses preferential subscription rights for named persons, but the names, allocations, unit subscription price and total subscription amount are redacted as ellipses in the public copy.

The share-count arithmetic is clear even where the economics are not. The post-seed count is 1,449,544 shares. Dividing 449,544 new shares by 1,449,544 total shares gives 31.01%. The original one-million-share block therefore represents 68.99% of the post-seed ordinary-share count before any warrant exercise. On the founding split, Micheron's 980,000 shares represent about 67.61% of that post-seed count and Meneret's 20,000 represent about 1.38%, assuming neither founder transferred shares before the seed.

Ratchet protection and warrants change the downside map

The BSA Ratchet 2025 attachment is a legal signal about downside protection, but the public extract does not expose the exercise formula, trigger events or adjustment range. It is therefore safe to say that the seed shares were issued with a ratchet instrument, not to calculate a future conversion or claim a particular investor return.

The warrant capacity is also material without being a current cap table. Up to 279,500 BSPCE can be authorised for employees and creators. Relative to 1,449,544 existing shares, the capacity is 19.28%. If every warrant were eventually exercised and each produced one share, the denominator would be 1,729,044 and the warrants would represent 16.165% of that fully diluted base. The records do not say how many grants were made, who received them, what the exercise price is or whether any have been exercised.

That distinction keeps the analysis useful. A ratchet can affect the relative economics of future financing, while a warrant pool can shift dilution from a theoretical capacity to an actual allocation. The available documents show the existence of both rights. They do not provide a waterfall, a valuation or a current percentage for any investor.

The latest statutes stop before the Series A

The latest returned RNE set includes updated statutes dated 8 September 2025. They retain capital of €14,495.44 and 1,449,544 shares. The returned set contains eight RNE documents, including the founding act, the seed decision, amended seed statutes and later seat and statute records, but no 2026 Series A capital-increase act or shareholder list.

That absence is a boundary, not a conclusion that the round failed. A filing can arrive after an announcement, sit in a related entity, or not yet be exposed in the returned set. The official announcement and independent coverage are enough to establish the public funding event. The register is enough to establish the last visible legal share count. Neither is enough to state the Series A post-money ownership.

The entity scope matters as well. The announcement speaks for Arlequin AI as a business and names founders Hugo Micheron and Antoine Jardin. The RNE record is for ARLEQUIN, the French SAS with SIREN 983592676. The sources do not provide a group chart that proves every operating activity, employee or financing instrument sits in that one legal entity.

What investors can and cannot infer

Readers can infer that the €28 million announcement follows a legally visible seed issuance that added 31.01% of the ordinary-share count and attached BSA Ratchet protection. They can also see a 279,500-BSPCE capacity that could matter to future dilution. Those are share-count and rights observations anchored in the documents.

Readers cannot infer the seed valuation, the cash amount paid, the names of the subscribers, the Series A price, the percentage held by redalpine, OTB Ventures or Bpifrance, or whether any announcement proceeds were injected into ARLEQUIN. They also cannot treat €14,495.44 of nominal capital as €14,495.44 of financing, much less as evidence that the company received €28 million in cash at that amount.

This is the same entity-and-instrument discipline used in Adaptyv's Swiss parent analysis, where a public round and the legal issuer answer different questions. CloudNC's preferred-term record shows why a headline amount becomes more informative only when the share class and rights are visible. Arlequin's public record currently leaves those 2026 terms open.

The next record should connect the two ledgers

Arlequin has publicly announced a €28 million Series A with a named European investor group. Its French records separately show a 2025 seed issuance of 449,544 ordinary shares, BSA Ratchet 2025 protection and capacity for up to 279,500 BSPCE. The latest returned statutes still show the seed-level capital and share count.

The strongest supported conclusion is narrow: the Series A announcement is real as a public financing event, but the legal and economic terms that would connect it to ARLEQUIN's cap table are not yet public. The 2025 seed price and subscriber identities are redacted, and no 2026 ownership terms appear in the returned RNE documents.

The next document to watch is a Series A capital-increase act, shareholder list or subscription record naming the issuer, issue price and allocations. A later statute filing could show a new share count or class, while group accounts could clarify whether financing proceeds moved into ARLEQUIN or another entity. Until one of those records appears, the clean map is a €28 million group announcement above a legally visible but economically incomplete seed ledger.