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Cleo

Fintech & Payments private London
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Snapshot

Updated 3 June 2026

Cleo is a London-headquartered conversational AI personal-finance app founded in 2016 by Barney Hussey-Yeo and Alessandro Isaja. The product, marketed primarily in the United States, combines an AI chat assistant with budgeting, savings, and short-term cash advance features that compete with apps such as Dave and Earnin.

Cleo serves more than 5 million users, the majority in the US, and reached approximately $90 million in annualised revenue by 2023. The principal UK entity, Cleo AI Ltd., is a private limited company registered at Companies House.

The company has raised more than $130 million across rounds led by EQT Ventures, Sofina, Balderton Capital, and Bond, with its Series C closing in 2022 at a reported valuation of around $500 million.

Cleo's commercial model relies on subscription revenue and partnership economics with US bank partners that issue the underlying cash-advance products, while the UK Ltd handles intellectual property, engineering, and corporate functions.

The company is one of a small group of UK-built, US-revenue fintechs that demonstrates how a London-incorporated company can scale internationally without restructuring under a US top-co.

Corporate playbook

How Cleo is structured

1
Parent-subsidiary layout

Cleo is a useful UK case study because the company has built almost all of its commercial revenue in the United States while keeping its corporate structure firmly inside England and Wales. The principal UK entity, Cleo AI Ltd., remains an English Ltd registered at Companies House, sitting above US operating subsidiaries that hold state-by-state lending and money-transmitter relationships.

2
Acquisition story

This UK-Ltd-with-US-subsidiaries pattern is more common than a Delaware top-co flip among UK fintechs because it preserves access to UK R&D tax credits (which are generous and based on the UK SME or RDEC regimes), keeps the founders within the UK SEIS/EIS-eligible investor pool at early stages, and avoids the tax cost of a future inversion if the company eventually lists in London or is acquired by a UK buyer.

Each successive Cleo round has been filed at Companies House as an updated statement of capital with new preferred-share classes, anti-dilution provisions, and persons-with-significant-control updates.

3
Share class engineering

The company has not pursued an IPO, and if it did, the strategic question would mirror Wise's 2021 dilemma: list on the LSE Main Market under the new 2024 unified segment that permits dual-class structures, list on AIM (unlikely given scale and revenue), or pursue a US listing via Delaware inversion.

The latter would be tax-expensive given accumulated UK IP value but would access deeper investor pools and higher revenue multiples typical of US consumer-fintech listings.

Cleo's structure is also instructive on EMI options: as the company has grown beyond the GBP 30 million gross-asset and 250-employee EMI limits, more recent grants have shifted to non-tax-advantaged unapproved options, a transition every successful UK Ltd eventually navigates.

Common questions

Cleo AI Ltd. is a private limited company incorporated in England and Wales and registered at Companies House, with its head office in Shoreditch, London.

Comparable structures
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Register your own company

The formation playbook, step by step.
01
Authorise the classes
File a Delaware certificate of incorporation authorising at least two , ideally three , classes of common stock with explicitly different voting rights.
02
Appoint an agent
Corporation Trust, CSC or Cogency Global, the $89 minimum filing fee plus franchise tax, and bylaws that reference the class structure.
03
Hang the subsidiaries
A California LLC for West Coast hiring, a Dublin Ltd for EMEA, a Singapore Pte Ltd for APAC , all beneath the Delaware parent.
04
Do it before the IPO
The parent signs no commercial contracts; it holds equity, IP and debt only. Super-voting founder shares can only be added pre-listing , exchanges push back afterwards.
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