Articles

Gallos' New £35m Round Follows a Filing That Made Lansdowne Its Largest Holder

Gallos' open £35m round follows a filed £9.99m issue that lifted Lansdowne to 29.0% and diluted each founder below the PSC threshold without an evidenced sale.

By Hagen Hoferichter

Conduct your own private market research

Add dossaro to Claude or ChatGPT and run source-backed register research from your own workspace.

Gallos ownership chart showing Lansdowne rising from 14.2% to 29.0% while each founder moves from 35.4% to 22.5%

Gallos Technologies is raising a fresh £35 million while still carrying the ownership consequences of its last completed financing. A Companies House allotment filed in October 2024 shows that Lansdowne Developed Markets Master Fund took 6,700 of the 12,233 new ordinary shares. Its position rose from 14.2% to 29.0%, making it the largest single holder. Founders Dean Jones and Joshua Burch kept their 7,500 shares each, but each fell from 35.4% to 22.5%.

That is the useful fact behind the new round. The £35 million balance-sheet investment announced on 17 August 2026 is co-led by Ventura Capital and Aberdeen Investments, with Lansdowne participating again. The round remains open to additional strategic investors. Its eventual cap table is not yet filed, but the public record already shows that Lansdowne was not a small legacy investor when it followed on. It had become the largest individual position through primary capital, not an evidenced sale by the founders.

The distinction matters for anyone assessing who is exposed to Gallos' next phase as a defence and security venture studio. The 2024 issue raised £9,992,036.73 at £816.81 a share. It changed relative ownership and removed both founders from the register of individual persons with significant control, or PSCs, without showing that either founder sold a share. The filing does not prove that Lansdowne controls Gallos. Jones and Burch still held 44.9% together, and shareholder agreements or board rights are not public here.

The new capital arrives after an earlier ownership reset

Gallos described the current financing as a $50 million, or £35 million, balance-sheet investment for building and backing security, defence and resilience companies. The company was founded in 2021 by Jones and Burch. An announcement carried by Intelligent Gov.tech says Ventura Capital and Aberdeen Investments led the round and that Lansdowne participated. The Cap Table independently reported the same terms and said the raise remained open to a limited number of strategic investors. Vestbee also identified David Harding and other private and institutional investors among the participants.

Those announcements describe the destination of the capital, not the starting ownership map. The last complete shareholder snapshots on the public register are the confirmation statements made on 13 October 2023 and 13 October 2024. They show a conventional-looking primary issue with a less conventional consequence: most of the new stock went to an existing backer, while the founders were diluted below the individual PSC threshold.

What the 2024 filing actually changed

The 2023 confirmation statement recorded 21,171 ordinary shares. Jones and Burch held 7,500 each. Lansdowne Developed Markets Master Fund Limited held 3,000. Their simple percentages were 35.426% for each founder and 14.170% for Lansdowne.

The SH01 filed for the 8 October 2024 allotment recorded 12,233 new ordinary shares at £816.81 paid per share. Multiplying the filed price by the filed number gives £9,992,036.73 of cash. The 2024 confirmation statement then reported 33,404 ordinary shares in total. Lansdowne appeared with 9,700 shares, while each founder still showed 7,500.

Position13 Oct 20238 Oct 2024 issue and snapshotEconomic reading
Total ordinary shares21,17133,404Issued capital expanded by 12,233 shares
Lansdowne3,000 (14.2%)9,700 (29.0%)Took 6,700 of the new shares and became largest holder
Dean Jones7,500 (35.4%)7,500 (22.5%)No sale is evidenced; percentage fell through dilution
Joshua Burch7,500 (35.4%)7,500 (22.5%)No sale is evidenced; percentage fell through dilution

Lansdowne therefore took 6,700 of the 12,233 new shares, or 54.77% of the allotment. The founders' combined holding moved from 15,000 of 21,171 shares, or 70.85%, to 15,000 of 33,404, or 44.90%. No transfer out of either founder's line is shown in the two shareholder statements.

The register also records a broad set of smaller holders. Fortitude Capital Investments held 1,224 shares, Puffin Point FIC Holdings 1,514, Whitegate Capital 1,874 and several other investors held smaller positions. This was not a two-party handover. It was a primary financing in which one existing institutional holder took most of the new issue and other investors received the balance.

A PSC change is a threshold event, not proof of lost control

Both founders' individual PSC records ceased on 8 October 2024. Companies House subsequently showed no registrable individual or entity PSC. That outcome is consistent with each founder moving below the statutory 25% share and voting threshold and Lansdowne remaining below it at 29.0% only if the relevant control test is not simple share ownership. It does not answer whether the founders retained contractual vetoes, board appointment rights or a shareholder agreement.

This is why the filing should be read as a control-threshold event, not as evidence that Lansdowne took control. The founders still held a large combined minority, and Gallos' public materials describe a venture studio rather than a company with one disclosed controlling shareholder. The register is strong evidence of relative ownership and timing. It is not a substitute for the private governance documents that would establish control.

The same boundary applies to the current round. Ventura and Aberdeen may become material holders, but the 2026 announcement does not identify their allocations. Lansdowne's follow-on may preserve or increase its position, or it may be modest relative to the new capital. Until an allotment and updated shareholder statement are filed, neither outcome can be calculated.

The lower issue price is context, not a down-round claim

Earlier Gallos issues in 2022 and 2023 were generally reported at £1,000 per ordinary share, while the 2024 SH01 used £816.81. That 18.3% difference is visible in the filings, but it is not enough to call the financing a down round. The public record does not provide the full terms, timing, rights or negotiated valuation for every prior issue. Ordinary shares can still carry different commercial packages when agreements, services or other conditions differ.

The stronger conclusion is the ownership movement. Lansdowne's exposure more than doubled as a percentage of issued shares, while each founder's percentage fell by 12.97 points without an evidenced secondary sale. The company raised nearly £10 million of permanent capital before announcing its new £35 million balance-sheet round. That sequence gives the current raise a more specific starting point than the headline alone.

What the open round could change

Gallos says the new capital will support the next cohort of defence, security and resilience investments. For the company, the immediate beneficiary is a larger balance sheet to fund portfolio construction and venture-building activity. For investors, the starting map is now clear enough to frame the next filing questions: whether Ventura or Aberdeen receive a single-digit, double-digit or larger position; whether Lansdowne remains the largest holder; and whether either founder moves again across the PSC threshold.

The allocation will also show whether the 2024 pattern repeats. A large primary issue can change relative ownership without any founder selling, as it did when Lansdowne took 6,700 new shares. The next allotment may instead include multiple share classes, convertibles or strategic instruments. Those details will determine whether a simple percentage is a useful proxy or whether preferences and voting rights create a different economic outcome. Similar gaps between headline funding and filed ownership appear in analyses of Callosum's preferred-share close and Gravis Robotics' registered Series A class.

Gallos' own history is therefore the key diligence point. The current £35 million round is new money, but it is being raised by a company whose largest single shareholder was created by the last one. The filing record supports that sentence. It does not yet support a claim about final 2026 control, investor allocation or founder economics.

Sources and evidence boundary

The current financing is described by Intelligent Gov.tech's 17 August report, The Cap Table's independent coverage and Vestbee's funding report. The ownership calculations use the Gallos Technologies filing history at Companies House, specifically the 2023 and 2024 confirmation statements and the SH01 filed for the 8 October 2024 allotment.

The next decisive documents are the SH01 for the 2026 round and the following confirmation statement or shareholder list. Those filings should identify the new share count and show whether the round changes Lansdowne's lead position or either founder's PSC status. Until then, the reported £35 million is a current financing announcement, while the 29.0% Lansdowne position is the last fully filed ownership state.

Continue reading