Admission to AIM and First Day of Dealings

Roundhouse AI Ltd

13 October 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA, SINGAPORE OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 

13 October 2026

Roundhouse AI Ltd

("Roundhouse” or the "Company") 

Admission to AIM and First Day of Dealings

Roundhouse (AIM: RHAI), a company building the trusted data layer for the autonomous AI agent economy, is pleased to announce the admission of its entire issued ordinary share capital to trading on the AIM market of the London Stock Exchange ("Admission"). Admission will take place and dealings in the Company's ordinary shares of no par value each ("Ordinary Shares") will commence at 08:00 a.m. today under the ticker "RHAI". The Company's ISIN is SGXZ84721265 and SEDOL is BVMW680.

In conjunction with Admission, Roundhouse has raised total gross proceeds of £1,592,105.55 through a placing of 30,000,000 new Ordinary Shares (the "Placing") at the price of 5 pence per Ordinary Share (the "Placing Price") and a WRAP offer of 1,842,111 new Ordinary Shares at the Placing Price (the “WRAP Offer”). The Company has a total of 282,089,832 Ordinary Shares in issue.

Matthew Lodge, the Company’s CEO commented:

“Today marks the start of trading for Roundhouse on AIM. AI agents are starting to pay each other and pay businesses, and that market needs a neutral record of who is paying, who is getting paid, and what it costs. That's what Roundhouse provides. Our dashboard is live and free to use, and our focus now is growing data coverage so we can launch Agent Reputation Scores and the aGDP Index. I want to thank our team for their incredible work in getting us here, our advisers for their support through the admission process, and our new and existing shareholders for backing us. This is just the beginning.”

A copy of the Admission Document, this announcement and information required pursuant to AIM Rule 26 are available on the Company website at www.roundhouseai.io

Highlights

On 11 September 2026 the Company launched version one of its Dashboard. Roundhouse’s strategic objective is to establish itself as the neutral data and reputation infrastructure standard for the autonomous AI agent economy by operating open, neutral infrastructure that observes and records AI agent to AI agent and AI agent to merchant transactions built from x402 settlements and on-chain identities, building the foundational dataset on which identity, reputation and Know Your Agent (KYA) analysis can be established.

The Company’s strategy is to build this position in stages: an initial open, free to use settlement and identity layer designed to maximise data coverage and adoption, followed by commercial scoring and intelligence features built on top of that data once wider coverage is established.

The first version of the Dashboard has the Facilitator and the initial Reputation Graph features enabled showing the AI Agent analytics live. Although fully functioning including payment function, the Company is not anticipating generating material revenue, if any at all, at this point, and the main focus is on establishing data coverage and attracting interested parties to explore the Dashboard and its capabilities.

When more data becomes integrated and be available on the Dashboard the Company will be launching two additional features Agent Reputational Scores and aGDP Index from which it is anticipated the initial revenue will be generated.

The Appendix below contains updated information on the Directors and Significant Shareholders.

Additional information about the Company can be found on its website: www.roundhouseai.io  

For further information please contact:

Roundhouse AI Ltd Matthew Lodge, CEO	[e-mail]
Beaumont Cornish Limited – Nominated Adviser Roland Cornish / Asia Szusciak	[phone]
Clear Capital Markets Ltd – Broker Bob Roberts	[e-mail] [phone]

About Roundhouse AI

Roundhouse AI Ltd (AIM: RHAI) is building the trusted data layer for the AI agent economy. Its x402 Facilitator and Indexed Reputation Graph capture and verify the payments AI agents make, giving businesses, investors and the agents themselves a neutral record of who is paying, who is getting paid and what it costs. That data will power Agent Reputation Scores and the aGDP Index. The live dashboard is free to use at roundhouseai.io.

APPENDIX

Directors

The interests of the Directors in the share capital of the Company on Admission:

Name	Ordinary Shares on Admission	Percentage of ordinary share capital on Admission
Matthew Lodge*	78,311,411	27.76%
Elliot Fielding	1,069,883	0.38%
Marcus Yoeman	-	-
Brian Stockbridge	-	-

* Matthew Lodge is indirectly interested in a total of 78,311,411 Ordinary Shares in the Company including 65,698,823 Ordinary Shares held by Kaikalani Pte. Ltd, 10,612,588 Ordinary Shares held by Fidelio Partners Pte. Ltd and 2,000,000 Ordinary Shares held by Marallo Pte. Ltd

Significant Shareholders

As far as the Company is aware the following persons have a direct or indirect interest in 3 per cent. Or more of the Company’s share capital on Admission:

Name	Ordinary Shares on Admission	Percentage of share capital on Admission
Kaikalani Pte. Ltd.(3)	65,698,823	23.29%
Satsuma Technology Plc (2)	25,000,000	8.86%
Pioneer AI Foundry Inc. (formerly known as Pioneer Media Holdings Inc.)	16,500,000	5.85%
Fidelio Partners Pte. Ltd. (1)	10,612,588	3.76%
Ewan Martin Dunbar Collinge	10,000,000	3.54%
Léo Gerard Mercier	10,000,000	3.54%

(1) Matthew Lodge, a Director of the Company is the ultimate controller of Fidelio Partners Pte Ltd. Fidelio Partners Pte. Ltd. holds 6,500,000 Ordinary Shares in the capital of Satsuma Technology PLC, representing approximately 0.058 per cent. of issued share capital of Satsuma Technology PLC.

(2) Matthew Lodge, a Director of the Company, is the ultimate controller of Marallo Pte Ltd. Marallo Pte Ltd holds 10,000,000 Ordinary Shares in the capital of Satsuma Technology PLC., representing approximately 0.089 per cent. of Satsuma Technology PLC. Additionally, Marallo Pte Ltd holds 2,000,000 Ordinary Shares in the capital of the Company, representing approximately 0.80 per cent. of the existing share capital of the Company. Satsuma Technology PLC is listed on the Main Market under FCA’s listing category “Equity shares (commercial companies)”.

(3) Matthew Lodge, a Director of the Company is the ultimate controller of Kaikalani Pte Ltd.

GLOSSARY OF TERMS

The following table provides an explanation of certain terms and abbreviations used in this announcement. The terms and their assigned meanings may not correspond to standard industry meanings or usage of these terms.

“aGDP Index”	an aggregate benchmark of economic activity conducted by autonomous AI agents, derived from settlement data captured across the Reputation Graph
“Agent Reputation Scores”	API accessible risk and reliability profiles on individual AI agents, built from settlement activity, counterparty history and feedback data captured by the Facilitator and the Reputation Graph
“AI agent” or “agent”	an AI software program or system designed to perceive its environment, make decisions, and take actions to achieve specific goals autonomously. AI agents operate without direct human intervention and can be classified based on their characteristics, such as being reactive or proactive, and operating in fixed or dynamic environments
“API”	application programming interface, a defined method by which software systems, including AI agents, can access data or functionality made available by another system
“Dashboard”	thee Company’s public, web based product, known as the Roundhouse Dashboard, comprising the x402 Facilitator, the Reputation Graph and, once launched, Agent Reputation Scores and the aGDP Index
“KYA”	know your agent
“on-chain settlement”	the completion of a payment transaction by recording it on a blockchain, such that the transaction is publicly verifiable and immutable
“Reputation Graph”	the Company’s public, real-time record of settlement activity, including per agent and per merchant summary pages, built from data captured by the Facilitator
“x402”	an open payment protocol built on the HTTP 402 status code, enabling automated machine-to-machine payments, including payments made by AI agents
“x402 Facilitator” or “Facilitator”	the Company’s non-custodial settlement relayer, which submits the settlement transaction for a payment and pays the associated network gas required to complete an x402 payment
“x402 settlements”	payments completed using the x402 protocol, an open standard built on the HTTP 402 status code, enabling machine-to-machine payments

IMPORTANT NOTICES

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not constitute a prospectus or offering memorandum or offer in respect of any securities and should not be considered as a recommendation by the Company, its affiliates, directors, officers, employees, agents, representatives or advisers to acquire an interest in the Company. The announcement does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution, form the basis of or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment or engage in any investment activity whatsoever relating to any securities. The issue of this announcement shall not be taken as any form of commitment on the part of the Company to proceed with any transaction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

Forward looking statements

Certain statements in this announcement are or may constitute “forward-looking statements”, including statements about current beliefs and expectations. In particular, the words “expect”, “anticipate”, “estimate”, “may”, “should”, “could”, “plans”, “intends”, “will”, “believe” and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward looking statements.

They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial position, liquidity, prospects, growth, strategies and expectations of the industry in which the Company operates.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Company operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the development of the markets and the industry in which the Company operates are consistent with the forward-looking statements contained in this announcement, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in the Company’s business strategy, political and economic uncertainty and other factors discussed in this announcement.

Any forward-looking statements in this announcement reflect current views with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s operations and growth strategy. Investors should specifically consider the factors identified in this announcement which could cause results to differ before making an investment decision. Subject to the requirements of applicable law or regulation, the Company undertakes no obligation publicly to release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors’ expectations or to reflect events or circumstances after the date of this announcement.

Any forward-looking statement in this announcement based on past or current trends and/or activities of the Company should not be taken as a representation or assurance that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Company for the current year or future years will match or exceed the historical or published earnings of the Company.

The Company is an early-stage technology business. Its products and services are currently in development and have not been commercially launched. There can be no assurance that: (a) the Company’s products will be successfully developed, completed, or brought to market; (b) the Company’s technology will function as intended or meet commercial or regulatory requirements; or (c) the products, once developed, will achieve market acceptance or generate sufficient revenue to sustain the business.

Beaumont Cornish Limited (“Beaumont Cornish”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and financial adviser to the Company in connection with the Admission. Beaumont Cornish’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of their decision to acquire shares in the Company in reliance on any part of this announcement. Beaumont Cornish will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for advising any other person on the contents of this announcement or any transaction, matter or arrangement referred to in this announcement and no representation or warranty, express or implied is made by Beaumont Cornish with respect to the accuracy or completeness of this announcement or any part of it.

Clear Capital Markets Ltd (“Clear Capital”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in connection with the Placing and Admission. Clear Capital’s responsibilities as the Company’s broker are owed solely to the Company and not to any Director or to any other person in respect of their decision to acquire Ordinary Shares in reliance on any part of this announcement. Clear Capital will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or any transaction, matter or arrangement referred to in this announcement and no representation or warranty, express or implied is made by Clear Capital with respect to the accuracy or completeness of this announcement or any part of it.

Each of the Company, Beaumont Cornish and Clear Capital, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances or (iii) a personal recommendation to you.

For the avoidance of doubt, the contents of the Company's website, or any website directly or indirectly linked to the Company's website, are not incorporated by reference into, and do not form part of, this announcement.

 

END