Built to qualify, structured to scale: why we chose the platform route before raising capital

Chapter 2

When the founders and wider team first began shaping Cluberly, one objective sat above all others: in order to secure funding, the business needed to be structured in a way that allowed it to qualify for Enterprise Investment Scheme investment.

From early discussions with advisers, it quickly became clear that this would present a challenge. As defined by HM Revenue & Customs, businesses operating as traditional fintechs — particularly those carrying regulated financial activity themselves — fall outside the scope of EIS. That reality forced an early and deliberate strategic rethink.

Rather than attempting to push Cluberly into a structure that would ultimately undermine its ability to raise capital efficiently, the team stepped back and reconsidered what the company fundamentally needed to be. The conclusion was both pragmatic and transformative. Cluberly did not need to be a regulated financial institution in its own right to deliver its vision. Instead, it needed to operate as a technology platform: one capable of connecting users to regulated financial products, without assuming the regulatory burden itself.

This decision was taken explicitly in order to secure funding through EIS, but it quickly became apparent that it delivered benefits far beyond tax efficiency. By positioning Cluberly as a technology-led platform, the company preserved EIS eligibility while simultaneously reducing regulatory cost, complexity and execution risk. Capital that might otherwise have been absorbed by authorisation, compliance teams and ongoing supervision could instead be deployed into product development, partnerships and growth.

As this approach was explored in more detail with external corporate service providers, a further and unexpected advantage emerged. The platform could be licensed to established, regulated money managers in the UK and, over time, internationally. Under this model, each partner retains responsibility for their own regulatory permissions and compliance obligations, while Cluberly provides the underlying technology, user experience and engagement layer. In return, the company earns licence income, creating a recurring and scalable revenue stream.

What initially began as a structural necessity driven by the need to secure funding evolved into a powerful commercial strategy. Licensing the platform removed the traditional barriers associated with international expansion. Rather than navigating the regulatory approval market by market, Cluberly is positioned to replicate its model by partnering with local, regulated firms, dramatically shortening time to market and lowering risk. The result positions the company as a genuinely scalable business, free of the operational drag typically associated with regulated fintechs.

This structure was not adopted lightly. It was challenged, stress-tested and refined through extensive external review to ensure it satisfied EIS requirements, remained commercially attractive to partners, and aligned with long-term investor expectations. By the time the business plan was finalised, the company knew what Cluberly was, how it would generate revenue, and how it could scale responsibly.

With the business plan locked in, the rationale for raising capital became clear. Funding was no longer being sought to validate an idea, but to support execution against a carefully engineered model. Having structured the company in this way specifically in order to secure funding, the next logical step was to begin the funding round and move from planning into delivery.

What makes this structure particularly distinctive is that it also supports one of Cluberly’s founding principles: the permanent commitment to social impact. By operating as a technology platform rather than a traditional fintech, the company created the financial headroom to make a pledge that is, to our knowledge, unprecedented. Cluberly was designed to donate 50% of its primary revenues to clubs, schools and charities in perpetuity, not as a temporary initiative or marketing device, but as a fixed feature of the business model. Crucially, this commitment was not made in spite of the structure chosen to secure funding, but because of it.

The same decisions that preserved EIS eligibility, reduced regulatory drag and enabled scalable licensing also made it commercially viable to embed meaningful, long-term giving at the heart of the company from day one.