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Invest in WitFoo

WitFoo exists to bring tools, people and AI onto one set of facts, and to share it.

WitFoo, Inc. invites verified accredited investors to participate in a private placement of up to US$2.5 million under Regulation D, Rule 506(c). The investment thesis starts from that purpose. The how is the deterministic pane of glass: one flat-priced architecture that takes in diverse data from every IT source and renders actionable reports and work units for every cybersecurity practitioner. Every record is processed (no triage), so every calculation is deterministic and defensible where competitors offer actuarial and probabilistic guesses.

The mission is unchanged: Cybersecurity for Collective Defense. The briefing below is the moat, in under twelve minutes: how a decade of experiments produced a platform that reads every security signal an organisation emits, why the field it consolidates is as fragmented as it is, and why the incumbents' own pricing is the moat.

The moat — WitFoo's investor explainer (11:47, September 2026). Prepared for accredited-investor briefings; figures are stated at investor tier and are traced in the accompanying claims register available in the data room.

Why WitFoo exists

Cybersecurity now has 62 product categories, more than 40 NICE work roles and AI, all speaking different languages. The people who set policy (the C-suite, counsel, lawmakers) need the same facts, in terms they can act on. WitFoo exists to bring them together: one set of facts that every tool, role, AI and decision-maker can read, shared across departments, across organisations, and between the public and private sectors.

  • The tools — 62 product categories.

    4,000 vendors and 11,000 products, each with its own data model and its own bill.

  • The people — More than 40 work roles.

    NIST's NICE Framework names the roles, in five categories, from the architect and the analyst to the auditor, the investigator, the executive and the lawyer.

  • AI — a third reader, and a new kind of actor.

    Artificial intelligence is a third reader on the same networks, and AI agents are a new kind of actor on them.

The people who set policy — the C-suite, counsel, lawmakers — need the same facts, in terms they can act on.

Three crossings

  • Across departments

    Security operations, compliance, audit, finance, legal and the board read one record, each in its own terms.

  • Across organisations

    Each organisation chooses what it shares, and can take it back.

  • Public and private sectors

    One platform serves a small business, an enterprise, a service provider and all of its clients, and a national-security network.

Who reads the record

  • The analyst sees one case, not a queue of alerts.
  • The compliance officer sees every control as a live coverage reading.
  • The auditor sees the same facts held against HIPAA, PCI, NIST and ATT&CK at once.
  • The finance chief sees the return on every tool on one dollar scale.
  • The board sees readiness, return, compliance and headcount on one page.
  • Counsel gets evidence that will hold up in court, with its chain of custody.
  • AI reads the same record. WitFoo shapes what it says for an AI model the way it shapes it for an analyst: the model works on the small fraction worth reasoning about, and every record in it points back to its raw evidence. The model is the customer's choice, including models that run on the customer's own hardware.

AI agents

Our view

AI agents are a new kind of actor on the network. An agent is neither a user nor a host, and it touches both. It needs a place in the same record, beside the human it answers to.

Lawmakers and regulators

Intended

WitFoo intends CyberGrid to give lawmakers and regulators a way to see corroborated, anonymised evidence across many organisations, with each organisation deciding what it shares. Nothing is built for lawmakers or regulators today.

How: the deterministic pane of glass — every record processed, so every answer is defensible math. Mission: Cybersecurity for Collective Defense. Proof: eight full product categories merged into one flat-priced architecture today; WitFoo intends to reach fifteen by the middle of 2027, and to keep merging them.

Counts: Momentum Cyber, CYBERscape 4.0 (7 January 2026), 62 sub-segments; IT-Harvest, Security Yearbook 2025 (4,000+ vendors) and it-harvest.com, accessed 3 October 2026 (11,000+ products). Work roles: NIST NICE Framework Components, v2.0.0 and later (NIST SP 800-181 Rev. 1). Cited for its published work-role count; not an endorsement by NIST. Statements marked intended are forward-looking; see the disclaimer.

The company at a glance

8

analyst-defined markets consolidated into one flat-priced architecture

$789M

US Navy cyber-modernisation award (Accenture Federal Services prime) in which WitFoo is a core software component

>90%

of security telemetry reduced before the SIEM or the AI, with no evidence lost

87%

modelled gross margin on the base-case plan, read net of distributor and reseller margins, with EBITDA breakeven modelled in 2028

2029

intended first shareholder dividends on the base-case plan, following modelled EBITDA breakeven in 2028

The return model

Most early-stage cybersecurity investments offer a single path to a return: wait for an exit. WitFoo's plan offers two.

Dividends

WitFoo intends to initiate shareholder dividends by the end of 2029. The base-case plan models EBITDA breakeven in 2028 on an 87% modelled gross margin, read net of distributor and reseller margins, with flat per-appliance pricing and a channel-only cost structure that does not add sales headcount as revenue grows. Dividend initiation, timing and amounts remain subject to board approval, operating results and applicable law.

  1. 2026

    This offering — up to US$2.5 million under Regulation D 506(c)

  2. 2028

    EBITDA breakeven on the base-case plan (modelled)

  3. 2029

    First shareholder dividends (intended — subject to board approval)

Base-case plan milestones — modelled and intended, not committed.

The exit market

WitFoo does not need to be acquired for investors to see a return — that is the point of the dividend plan. But the market it operates in clears strategic exits at valuations orders of magnitude above WitFoo's current US$25 million pre-money. The transactions below are drawn from public reporting, current as of August 2026.

Strategic exits against WitFoo's US$25M pre-money

Bar length is each transaction's implied multiple of WitFoo's pre-money, on a logarithmic scale — each gridline is ten times the last.

  1. Google – Wiz ~1,280× · US$32B
  2. Cisco – Splunk ~1,120× · US$28B
  3. Palo Alto Networks – CyberArk ~1,000× · ~US$25B
  4. Thoma Bravo – Darktrace ~212× · ~US$5.3B
  5. Mastercard – Recorded Future ~106× · US$2.65B
  6. Francisco Partners – Sumo Logic ~68× · ~US$1.7B
  7. CrowdStrike – Onum ~12× · US$290M (announced)
  8. SentinelOne – Observo AI ~9× · ~US$225M (announced, cash and stock)
AcquisitionMarketTransaction valueClosedMultiple of WitFoo's US$25M pre-money
Google – WizCloud securityUS$32BMarch 2026~1,280×
Cisco – SplunkSIEMUS$28BMarch 2024~1,120×
Palo Alto Networks – CyberArkIdentity security~US$25BFebruary 2026~1,000×
Thoma Bravo – DarktraceAI network detection~US$5.3BOctober 2024~212×
Mastercard – Recorded FutureThreat intelligenceUS$2.65BDecember 2024~106×
Francisco Partners – Sumo LogicSIEM / log analytics~US$1.7BMay 2023~68×
CrowdStrike – OnumTelemetry pipelinesUS$290M (announced)September 2025~12×
SentinelOne – Observo AITelemetry pipelines~US$225M (announced, cash and stock)September 2025~9×

Five of these deals sit squarely in markets the platform consolidates — SIEM, telemetry pipelines and threat intelligence. The others show where the broader market clears when a category leader emerges. The two pipeline tuck-ins of 2025 each cover a single market Conductor already ships; each cleared at roughly 9–12 times WitFoo's entire pre-money valuation.

Past transactions are shown for context only; they are not a prediction or promise of any WitFoo outcome or return.

The revenue build

WitFoo publishes two forecast lines because its channel is young. The distribution partners are contracted and transacting their first orders, but there is not yet enough revenue history to model from. The base line applies simple growth formulas to concrete, named pipeline — conservative rates against deals already in motion. The expected line models the acceleration management anticipates as first deals clear: first delivery under the US Navy cyber-modernisation award (Accenture Federal Services prime), cloud-marketplace listings and partner-led rollouts each open a compounding sales motion rather than a single sale.

Both lines start from the same US$3.6M of cumulative unweighted ARR before January 2027. On the base line that build reaches US$13.4M by mid-2028; on the expected line, US$38.9M. As actual channel revenues are reported the two lines are expected to converge, and from the second quarter of 2027 WitFoo expects to publish a single model grounded in transaction history.

Cumulative unweighted ARR, US$ millions

Both series are drawn on one scale, from the same starting bucket before January 2027.

Expected Base
Cumulative unweighted ARR in US$ millions, from the opening bucket before January 2027 through 2Q2028. Both lines start at US$3.6M; by 2Q2028 the base line reaches US$13.4M and the expected line US$38.9M. Every value is in the table below.010203040BeforeJan 20272Q20274Q20272Q2028Expected US$38.9MBase US$13.4M
Cumulative unweighted ARR in US$ millions by quarter, base and expected lines.
QuarterBase (US$M)Expected (US$M)
Before Jan 20273.63.6
1Q20274.85.2
2Q20276.27.7
3Q20277.711.3
4Q20279.415.7
1Q202811.323.4
2Q202813.438.9

Cumulative unweighted ARR from the 24-month channel model, August 2026. The base line applies conservative growth formulas to named pipeline; the expected line models anticipated acceleration as first channel deals clear. This is a pipeline model, not revenue guidance; values are before probability weighting, and the base-case plan (EBITDA breakeven modelled in 2028, dividends intended 2029) remains anchored to conservative assumptions.

The thesis

Over the last decade data volumes exploded, and every downstream tool inherited the problem: telemetry pipelines, SIEMs, detection platforms and reporting tools all sit on data their customers can no longer afford to keep. The industry's answer is triage — disregard and discard records to stay affordable. That taxes customers twice. Engineers burn their days tuning what gets kept, and the analytics degrade because the evidence is incomplete. When not every record is processed, deterministic calculations cannot be made, and customers are left with actuarial and probabilistic guesses in a field that demands forensic reliability.

WitFoo spent the decade re-engineering the data science instead. More than 4,000 customer engagements between 2016 and 2022 (Fortune 500 enterprises, universities and government agencies), each run as an experiment, produced empathetic processing (covered by seven families of patent filings, patent pending). It processes every record and reduces telemetry by more than 90% with no evidence lost. Every answer the platform renders is defensible math, not a guess. That is the deterministic pane of glass: diverse data from every IT source in, actionable reports and work units for every cybersecurity practitioner out.

What a good listener does, in four steps. Empathetic processing models how the operator thinks, rather than forcing the operator to think like the system.

  1. 01

    Understand the signal

    It understands what each signal is saying: every vendor format read into one schema, without anyone writing a regular expression.

  2. 02

    Understand why it was sent

    It understands why the signal was sent, and what that tells us. Step one is the literal translation; step two reads between the lines, adding the attack technique and the context a message never carried.

  3. 03

    Track the relationships

    It tracks the relationships those signals establish over time, in a graph, the way a person learns a case rather than memorising a list.

  4. 04

    Shape the output

    It shapes what it says to whoever, or whatever, is listening: an analyst, an auditor, a board, or an AI model.

Security tools are not stateful. Each reports what it saw, for its own reasons, with no memory of what it has already said and no knowledge of what the others have seen. So the same fact arrives from the firewall, the proxy, the endpoint and the cloud, to be processed again and again. WitFoo recognises the one event behind them and collapses the repetition into a single enriched artifact, with every contributing source preserved. That is not sampling. Nothing security-relevant is discarded. What reaches the systems downstream is more than 90% smaller, and every record in it points back to its raw evidence.

Each engagement was an experiment: a hypothesis, a deployment, a finding.

  1. 01

    Hypothesis

    Language analysis at the edge can read any log format.

    Finding

    Recognise the kind of event, then extract deterministically: a fraction of the compute, and no parser to maintain.

  2. 02

    Hypothesis

    Filter and sample the data to cut SIEM cost.

    Finding

    Filtering discards evidence. Recognising one event behind four reports removes more than 90% and keeps all of it.

  3. 03

    Hypothesis

    Correlation rules can assemble incidents from alerts.

    Finding

    The signal lived in the relationships over time. A graph turns discovery into evaluation.

  4. 04

    Provisional filing, 2026

    Hypothesis

    Look an entity up before creating it.

    Finding

    Lookups race; one machine became two records. Identity derived from the entity converges on one.

  5. 05

    Provisional filing, 2026

    Hypothesis

    Mask sensitive values with a placeholder.

    Finding

    Masking erased equality and broke detection. A consistent token keeps privacy and detection.

  6. 06

    Provisional filing, 2026

    Hypothesis

    Pool security data in a central lake to share it.

    Finding

    Share only what each person consented to, revocable everywhere, with no central pool of identities.

  7. 07

    Provisional filing, 2026

    Hypothesis

    An incident is as severe as its loudest entity.

    Finding

    One noisy scanner made everything Critical. Score how complete the attack pattern is, not how loud.

In 2022 the US Navy put that work to the test at its Cyber ANTX exercise, a live competitive evaluation of vendor systems against a curated set of attacks. WitFoo was the only competitor to catch every attack, scoring 92 against under 65 for the nearest rival. Accenture Federal Services then made WitFoo's software a core software component of its US$789 million award to modernise US Navy cyber operations.

Eight markets, one architecture

For twenty-five years the work of cybersecurity splintered, and vendors followed the split. One industry map now counts sixty-two product categories across more than a thousand companies; another census counts four thousand vendors selling eleven thousand products. Each category with its own data model. Each product with its own bill.

Analysts carve cybersecurity operations into separate markets, each with its own vendor, meter and console. WitFoo covers eight full product categories in one flat-priced architecture:

  • Telemetry pipelines

    Conductor — Every record parsed and enriched, telemetry reduced by more than 90% before the SIEM or the data lake, and exported wherever it needs to go.

  • SIEM / TDIR

    Analytics — Detection, investigation and response over a deterministic evidence graph. Every record processed, no triage.

  • SOAR

    Folded into the platform — Playbooks, sandboxed Python responders and work units are platform features, not a separate metered product — mirroring the analysts, who retired SOAR as a standalone market.

  • Threat-intelligence platforms

    CyberGrid — A zero-knowledge IOC library and consent-gated cross-organisation federation, built in rather than bought separately.

  • UEBA

    Analytics — User and entity behaviour analytics on the same evidence graph as detection and response; the analysts now count UEBA inside SIEM.

  • GRC, compliance and CCM

    Reporter — Seventeen frameworks, audit-ready certification packages and continuous controls monitoring evidenced by live telemetry.

  • NPM / APM

    IT operations — Network and application performance monitoring — an IT-operations category, not a cybersecurity sub-segment.

  • ITSM

    IT operations — IT service management — an IT-operations category, not a cybersecurity sub-segment.

Two products cannot share a record they each keep in their own data model. Merging categories is how one set of facts becomes possible, and the saving is what the merge pays back.

The investor framing is deliberate. Customers and partners get materially better outcomes at materially lower spend; WitFoo intends to drive a correction in cybersecurity analytics spending, and consolidated spend flows to the consolidator. Corrections don't kill categories — they kill cost structures. WitFoo's was built for the correction.

WitFoo began by merging eight full product categories into one flat-priced architecture, and intends to reach fifteen by the middle of 2027 — and to keep merging them.

Category counts: Momentum Cyber, CYBERscape 4.0 (January 2026) — 12 market segments, 62 sub-segments, 1,000+ companies; IT-Harvest, Security Yearbook 2025 — 4,000+ vendors; IT-Harvest Dashboard (it-harvest.com, September 2026) — 11,000+ products. Work roles: NIST NICE Framework Components, v2.0.0 and later (NIST SP 800-181 Rev. 1). Cited for its published work-role count; not an endorsement by NIST. Category expansion is a statement of intention and is forward-looking; see the disclaimer.

The competitive position

WitFoo names its competition. The claims below are drawn from public pricing pages, analyst publications and vendor announcements, current as of August 2026.

Splunk and Microsoft Sentinel
Both meter every gigabyte — Splunk by daily ingest or workload, Sentinel per gigabyte with a separate consumption meter for its Security Copilot — and their AI assistants run only in their clouds. WitFoo is flat-priced per appliance, and its AI works everywhere its customers do, including fully air-gapped networks.
Cribl
The credit-metered pipeline vendor is watching its market be absorbed: CrowdStrike and SentinelOne each closed a pipeline acquisition in September 2025 — Onum and Observo AI — and the SIEM incumbents now bundle pipelines free. Conductor is a flat-priced, security-aware pipeline the customer owns: deterministic evidence-level deduplication, contractually unlimited data, and fully air-gap capable.
Securonix
Sells on quote-only EPS and gigabyte bands with a Snowflake bill the customer carries (as reported across procurement sources), and its on-premises product has effectively been retired. WitFoo Analytics is flat-priced and runs on appliances the customer controls — disconnected, if need be.
Vanta and Drata
The compliance-automation SaaS leaders now hold FedRAMP 20x authorisations, but they remain SaaS-only: they structurally cannot serve disconnected or classified environments, and their evidence (as vendor and procurement documentation describe it) comes from polling SaaS configurations rather than from security telemetry. Reporter draws its evidence from live operations, on premises, air-gapped where required.

Three findings held in the August 2026 refresh of WitFoo's competitive analysis, each tested by attempted falsification. No vendor on the SIEM or compliance boards sells flat, unlimited-data pricing (there is no metering code anywhere in WitFoo's platform). No competitor ships measured ROI, FTE-savings or tool-effectiveness reporting from live operational data. And no competitor is air-gap capable across pipeline, SIEM and compliance at once, including its AI. On those three counts, WitFoo is a category of one.

The meter is the moat. Legacy platforms price on a meter, by the gigabyte, by the event, by the credit. The meter exists because the hardware problem was never solved: every gigabyte costs compute to index, store and search, and the meter passes that cost on. WitFoo removes more than 90% of what those meters count. For an incumbent, adopting the technique means cutting the very thing it bills for.

Why now

The timing is not incidental. Every AI workflow pays by the token. Feeding everything to the model already does not add up at enterprise volumes. Shaping the data first does.

  • Strained before AI.

    Customers cut corners to stay inside budget; many vendors cover operating losses with successive rounds of capital. Data volumes keep growing, and so do the metered invoices.

  • Worse in both directions with AI.

    Attack volumes rise as attackers automate. Every AI deployment must first ingest, clean and prepare enormous volumes of machine data before a model can reason over it. That preparation step is what WitFoo does.

  • Adjacent to the boom, not inside it.

    Demand for the preparation layer grows with AI adoption. WitFoo carries none of the sector's capital exposure: no GPU spending (this raise excludes AI hardware), no model training, no dependence on any single model vendor.

~40%

of AI data centres forecast to be restricted by power shortages by 2027 (Gartner)

485 TWh

global data-centre electricity consumption in 2025 (International Energy Agency, April 2026)

1.4%

North American data-centre vacancy in 2025, a record low (CBRE)

The business model

WitFoo is channel-first and channel-only. Being undercapitalised meant the company could never afford the direct sales armies its competitors are forced to field (armies that alienate the very channel they claim to partner with), so the constraint became the moat: global distribution where partners keep the customer relationship and margins improve with scale. World Wide Technology, Accenture Federal Services, TD SYNNEX and partners across New Zealand and Australia are contracted, and their first transactions are now clearing. The model supports an 87% modelled gross margin, read net of distributor and reseller margins, with EBITDA breakeven modelled in 2028. Pricing is flat per appliance on every product; a customer's bill never grows with their data.

No data volume charges, ever. WitFoo is priced per appliance, per year, with no data caps of any kind; a larger estate runs more appliances, and pays for appliances, not for gigabytes. One appliance runs wherever the data is: a cloud tenancy, a data centre, an office with no data centre, a network that never touches the internet, or a ship at sea on a link that keeps dropping — the ship is the hardest case, and the US Navy tested it there. One platform, one set of facts, flat pricing: the same product serves a small business, an enterprise, a service provider and all of its clients, and a national-security network.

The research had side effects. On a US Navy workload, independently tested, a legacy platform required 1,700 CPUs to do the work WitFoo did with 28. Less hardware is less to buy, less electricity to run and cool, and a footprint that fits a home office rather than a data centre.

That discipline extends to capital. A decade of R&D was built on under US$5 million of lifetime raise; the companies competing with each WitFoo product raised far more — Cribl more than US$700 million, Securonix about US$1.1 billion, Vanta US$504 million. Restraint bought two things. Shareholders, who include all of WitFoo's contributors, kept their ownership (dilution is forever). And the research matured into seven families of patent filings (patent pending) on the company's own timeline.

The cost base holds because of how the company builds: WitQ, the development system behind the velocity, described below.

  • WWT (World Wide Technology) logo
  • Accenture Federal Services logo
  • Ardalyst logo
  • Kordia logo
  • SSS Cybersecurity logo
  • TD SYNNEX logo
  • Tech Data logo

Further agreements are executed with IBM and with Carson & SAINT (pre-revenue), and negotiations are under way with Cisco. Partner logos are the property of their respective owners.

WitQ: the development system behind the velocity

WitFoo develops software through WitQ, a proprietary AI-assisted system of the company's own design — code is generated under WitFoo's written engineering norms and independently re-verified by deterministic testing before it ships.

The effects are measurable. A small engineering team rebuilt the entire platform from the ground up and ships a major release every six weeks at the highest measurable quality; a major WitFoo release used to take 14 months. More than a decade of research backlog cleared in the twelve months to August 2026, to ship in upcoming releases. The norm corpus WitQ enforces — the WitFoo Way — counts more than 1,900 standards and approaches, about 70 covered by the seven families of patent filings (patent pending) and the remainder maintained as trade secrets. Development cost grows at a low slope relative to the customers and partners supported: it is the reason the raise is US$2.5 million and not US$25 million.

Major-release cadence

Before WitQ 14 months
With WitQ 6 weeks

Bar length is proportional to elapsed time per major release.

Verified accredited investors receive the WitQ due-diligence brief in the data room.

Leadership and governance

Charles Herring

Chairman and co-Founder, WitFoo, Inc.; Director, WitFoo Limited.

Founded WitFoo in February 2016 with Tim Bradford and Fred Ritch. US Navy veteran (Network Security Officer, Naval Postgraduate School); former Lancope/Cisco strategic account manager. Based in Christchurch, New Zealand.

Mike Riforgiate

Chief Operating Officer, Treasurer and Secretary, WitFoo, Inc.; President, WitFoo Federal, Inc.

Mark Thompson

Executive Director, WitFoo Limited.

John Falck

Chair, WitFoo Advisory Board.

The Advisory Board reviews product, strategy and technical claims under a charter ratified by the Board of Directors in May 2024.

Board of Directors

WitFoo, Inc.: Charles Herring (Chairman), Tim Bradford, Mike Riforgiate, Reese Zomar, Chris Tobkin.

WitFoo Federal, Inc.: Mike Riforgiate.

WitFoo Limited: Charles Herring and Mark Thompson.

Structure

WitFoo, Inc. (Delaware) holds all group intellectual property and issues all equity and debt. It owns 100% of WitFoo Federal, Inc., which serves the US Government and federal integrators, and 100% of WitFoo Limited (New Zealand), which serves all other markets.

The wider team and advisors are on the About page.

The patent program

In July 2026 WitFoo filed seven families of provisional patent applications with the United States Patent and Trademark Office — five on 13 July and two on 26 July — covering more than 100 patent-pending claims across the platform's core mechanisms. Filings were prepared and code-verified through WitQ, with US patent counsel engaged across the program; each application preserves a United States and New Zealand prosecution path, with conversion to full applications due by July 2027.

64/110,132
Passive detection and graph representation of autonomous AI agents in network telemetry — Visibility into the agentic-AI wave, filed before any public disclosure.
64/110,134
Deterministic entity identity with monotonicity-preserving merge — The graph-integrity backbone behind more than 90% telemetry reduction with no evidence lost.
64/110,135
Detection-preserving pseudonymization of security telemetry — Privacy redaction that keeps detection, correlation and deduplication working.
64/110,138
Consent-gated cross-organization federation with revocation propagation — The CyberGrid protocol behind Cybersecurity for Collective Defense.
64/110,139
Evidence-derived incident risk composition with outlier damping — Triage scoring that gates automation and analyst attention.
64/119,373
Deterministic explainable behavioral baselining from class-relationship aggregates — Behavioural analytics that score a never-before-seen host from its first observation and explain every alarm in a human-verifiable sentence — filed 26 July 2026, ahead of any public disclosure.
64/119,377
Corroboration-gated publication of anonymous cross-organization threat intelligence — The decision layer above the CyberGrid protocol — anonymous community intelligence published only when independently corroborated. Filed 26 July 2026.

Provisional applications establish priority dates; they are not issued patents, and no assurance can be given that any patent will be granted or will provide the scope of protection sought. The methodology that produced them — WitQ — remains an unpublished trade secret.

The offer at a glance

Issuer
WitFoo, Inc. — Delaware C-corporation; holds all group intellectual property
Amount
Up to US$2,500,000
Instrument
Investor’s choice — common stock, or a convertible note
Equity terms
US$25,000,000 pre-money · US$2.50 per share · US$27,500,000 post-money fully subscribed · about 9.1% dilution (1,000,000 new shares)
Convertible terms
US$30,000,000 conversion ceiling · 10% discount to the next qualified financing · 4–6% p.a. · 36–48 month maturity
Minimum subscription
US$10,000
Exemption
Regulation D, Rule 506(c) · Form D filed 26 June 2026 · verified accredited investors only
Securities advisor
Braden Perry, advising in his personal capacity

Terms are indicative and subject to the Private Placement Memorandum and definitive subscription documents.

Use of proceeds

Sales and channel enablement
38% · US$950,000
Product and engineering
28% · US$700,000
WitFoo Limited (NZ) commercial operations
18% · US$450,000
Working capital and contingency
10% · US$250,000
Offering, legal and compliance
6% · US$150,000

The raise deliberately does not fund AI-hardware capital expenditure, which is paced against realised revenue rather than paid for upfront.

How to participate

  1. 1 · NDA and data room

    Sign a mutual NDA and receive access to the investor data room, which includes all seven patent filings as investor briefs. Start by contacting investor relations.

  2. 2 · Verification

    Complete accredited-investor verification, as Rule 506(c) requires.

  3. 3 · Subscription

    Elect the instrument and execute subscription documents. Full terms are in the Private Placement Memorandum.

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Disclaimer. This page is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any security. Any offer is made solely through the Private Placement Memorandum and definitive subscription documents, to verified accredited investors, under Regulation D, Rule 506(c). The securities have not been registered under the U.S. Securities Act of 1933 or any state securities laws and may not be resold absent registration or an applicable exemption. Forward-looking statements — including projections, revenue trajectory, margins and use of proceeds — are based on assumptions described in the offering materials; actual results may differ materially. Statements regarding intended dividends are statements of present intention, not commitments; dividend initiation, timing and amounts remain subject to board approval, operating results and applicable law, and no dividend is promised or guaranteed. The forecast lines shown are modelled from unweighted pipeline before probability weighting; they are not revenue guidance, and actual results may differ materially. The embedded video was prepared for accredited-investor briefings; it contains forward-looking statements and states certain figures at investor tier. Statements about the number of product categories WitFoo intends to cover, the work roles and readers it intends to serve, and the role of AI agents in its platform are statements of intention, not commitments, and are subject to the risks described in the Private Placement Memorandum. Statements regarding patent applications describe provisional filings only; provisional applications are not issued patents and confer no enforceable rights unless and until patents are granted. Competitor, market and comparable-transaction figures are drawn from public sources believed reliable as of the dates noted on this page and have not been independently audited; comparable transactions are historical context only and are not a prediction or promise of any WitFoo outcome or return. Third-party statistics are attributed to their sources on this page and in the offering materials.