MASource stored · manually reviewedFiled 2 May 2026 · 48 pages
Memorandum and Articles of Association adopted 17 March 2026
The filed Series B rights, conditional founder-drag adjustment and threshold-based Lead Investor governance document.
Active at the evidence cutoffUnited KingdomVerified registry identity
Company evidence record
GREYPARROT.AI LTD
The reviewed Companies House documents identify GREYPARROT.AI LTD as UK company 11706258. Two Series B allotments record 142,301 B2 shares at £26.95 and 395,734 B3 shares at £25.27, establishing £13,835,210.13 of visible cash consideration. The filed articles add a narrower downside mechanism: if both founders approve a sale below a £120 million company valuation and jointly use the founder drag right, Series B proceeds are calculated on a deemed £120 million valuation and the difference is deducted pro rata from founder proceeds. The same articles give the legal Lead Investor group a conditional Investor Director and board-chair right while it holds at least 20% of equity shares. The record does not allocate the Series B shares to named holders, prove that the threshold is met or reconcile the complete public $27 million financing headline.
Evidence library
Documents behind the record
SH01Source stored · extraction verifiedFiled 15 Apr 2026 · 4 pages
Return of allotment for 142,301 Series B2 shares
The Series B2 cash allotment used in the visible financing total.
SH01Source stored · extraction verifiedFiled 16 Apr 2026 · 5 pages
Return of allotment for 395,734 Series B3 shares
The Series B3 cash allotment used in the visible financing total.
Evidence boundary
What the filings establish, and what remains unresolved
Every finding stays tied to the reviewed documents. Transaction terms and ownership conclusions outside that record remain explicit limits.
Established by the record
- 01
The reviewed filings identify GREYPARROT.AI LTD as company number 11706258 and establish the legal terms and cash allotments used by the related article.
- 02
The Series B2 return records 142,301 shares at £26.95, implying £3,835,011.95 of cash consideration.
- 03
The Series B3 return records 395,734 shares at £25.27, implying £10,000,198.18 of cash consideration.
- 04
On a restricted sale below £120 million that both founders approve and implement with a founder drag notice, Series B is calculated on a deemed £120 million valuation and the difference is deducted pro rata from founder proceeds.
- 05
The articles define Irish company number 787167 as Lead Investor and attach its Investor Director and board-chair right to a continuing 20% equity-share threshold for it and permitted transferees.
- 06
Founder governance protections remain in the articles, including conditional rights to appoint up to two founder directors and an initial quorum rule requiring founder representation subject to stated exceptions.
Not established by the record
- 01
The £120 million mechanism is not a general payout guarantee: it requires a founder-approved restricted sale below the threshold and use of the joint founder drag mechanism.
- 02
The adjustment is funded from founder sale proceeds on the defined path, not established as a company balance-sheet obligation or protection for every exit.
- 03
The public record does not allocate B2 or B3 shares to named investors and does not establish that OM Elite Assets Investments Limited or its permitted-transferee group meets the 20% threshold.
- 04
The £13.835 million visible cash total cannot be treated as a shortfall against the public $27 million headline without a common exchange rate, instrument schedule and closing scope.
- 05
The reviewed documents do not provide a current fully diluted cap table, beneficial ownership, voting agreements or proof of unconditional investor control.
Related analysis
Greyparrot's Series B Shifts A Sub-£120m Sale Shortfall To Founders
Greyparrot's filed terms protect Series B as if a founder-led sale valued the company at £120m, with any shortfall deducted from founder proceeds.
Read the analysis