Soanua EIS (Rise & Fall) – Single Company deal

Soanua EIS (Rise & Fall)

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What Wealth Club has done What to expect post-investment
We have based the content of this page on information provided by the Company and its Management. Note: this doesn’t constitute an audit. The Company should provide bi-annual updates for Wealth Club to distribute to shareholders. The Company may also communicate with shareholders directly.

This overview is provided to make it easier for you to form your own view about the opportunity. This is a company for which Wealth Club has previously raised capital.

Soanua Limited (‘Rise & Fall’ or ‘the Company’) is a UK-based online retailer of high-quality clothing and homeware, offering premium products at competitive prices – often through direct partnerships with manufacturers – to improve value and sustainability.

Wealth Club investors first invested in Rise & Fall in 2025 as part of a £3.8 million funding round led by Guinness Ventures. This capital is still expected to help take the Company to breakeven, in line with forecasts shared at the time.

Rise & Fall now has an opportunity to accelerate international expansion, particularly in the US. The expansion plan is expected to cost £1-1.5 million. Guinness has agreed to invest £1-1.25 million and other investors (including Wealth Club) can also participate, if they wish.

Important: The information on this website is for experienced investors. It is not advice nor a research or personal recommendation to invest. If you’re unsure, please seek advice. Investments are for the long term. They are high risk and illiquid and can fall as well as rise in value, so you could get back less than you invest.

Private offer

Investors will invest in A1 Ordinary shares. This is a new share class, but it has exactly the same rights and preferences as the Ordinary shares purchased in the 2025 investment. The share price is £0.72, a 38.5% increase, equivalent to a pre-money valuation of £14.2 million.

The Company believes the increase reflects its progress, including a YoY revenue increase of 50% between YE24 and YE25 and the launch of the new website. January 2026 tracked to budget, with in-month revenues up 65% YoY. Please find attached the Company’s most recent Trading update (December 2025) which gives more details to form your own view.

Based on a maximum raise of £1.5 million, Wealth Club investors would need to increase their shareholding by c.6.91% to avoid dilution.

Rise & Fall has received Advance Assurance (AA) for this top-up round.

Risks – important

This is a single company offer with no diversification. It involves investing in an early-stage, loss-making business, which is by nature high risk and prone to failure. There is a risk that the capital raised may not be sufficient to achieve the Company’s objectives. You could lose all the amount you invest.

Like all investments available through Wealth Club, it is only for experienced investors happy to make their own investment decisions without advice.

There is no ready market for unlisted shares: they are illiquid and hard to sell and value. There will need to be an exit for you to receive a realised return on your investment.

Before you invest, please carefully read the Information Memorandum which contains further details on the considerable risks – alongside the Wealth Club Risks and Commitments.

Fees and structure

The new investment will be made under the same structure and fees as the previous investment.

All the services Wealth Club and, where applicable, its subsidiaries provide are governed by the Terms and Conditions of the Wealth Club Services.

This financial promotion has been communicated and approved by Wealth Club Ltd on 12 February 2026

Wealth Club aims to make it easier for experienced investors to find information on – and apply for – investments. You should base your investment decision on the offer documents and ensure you have read and fully understand them before investing. The information on this webpage is a marketing communication. It is not advice or a personal or research recommendation to buy any of the investments mentioned, nor does it include any opinion as to the present or future value or price of these investments. It does not satisfy legal requirements promoting investment research independence and is thus not subject to prohibitions on dealing ahead of its dissemination.

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