The Ask & Transaction Summary
The ask
We are raising $600,000 to reach the first signed contract. The round is structured in two tiers: a $150,000 equity anchor at a $3.5M bonus cap, and a $450,000 convertible note that converts at the next round's price less 20%, under a $4.5M post-money cap with a mandatory early-investor discount. The capital funds roughly eight months of work aimed at one milestone — GATE 0, the first paying contract — which on the model re-rates the company from this $4.5M cap to a seed round near $15M pre-money (a step-up of ~3.3×). Founders hold about 77% after the round.
Transaction summary
| Term | Detail |
|---|---|
| Issuer | AWAKEN AI S.A., the operating company behind CeibaQ. Holds 69% of AWAKEN Management S.A.C. (the concession entity); TERI holds the ROOT reference asset, used by AWAKEN AI under licence. (Full structure in Corporate Structure.) |
| Round | Pre-seed · total US$600,000 |
| Structure | Two tiers: a US$150,000 equity anchor and a US$450,000 convertible note |
| Tier 1 (anchor) | US$150,000 equity on a SAFE (a simple agreement that converts into shares at the next round) with a bonus valuation cap of US$3.5M. Exclusive to the first investor. |
| Tier 2 (note) | US$450,000 convertible note. Converts at the next priced (seed) round at that round's price less a 20% discount, subject to the round's valuation cap. |
| Valuation cap | US$4.5M post-money on the note. The most favourable price at which the note can convert — a ceiling, not a present valuation. |
| Note interest | 8% simple per year, accruing until conversion and added to the amount that converts. |
| Note maturity | 24 months from issue. |
| Conversion trigger | The next qualified financing (the seed round). On a sale or change of control before conversion, the note is repaid or converts on agreed terms (set in the definitive documents). |
| Discount vs cap | Converts at the better of the 20% discount to the seed price or the US$4.5M cap, whichever gives the investor more shares. |
| Indicative fair value today | ~US$3.5–4M (independent council estimate, SC-008). The cap is above this on purpose, as a best-case conversion ceiling, not a claim of present worth. |
| Use of proceeds | An eight-month sprint to GATE 0, the first signed paying contract. Runway ~8 months; on the plan, cash is near zero by month 8, so the seed must close by then. |
| Key milestone | GATE 0 re-rates the company from this US$4.5M cap to a seed at a US$15M pre-money valuation, a step-up of roughly 3.3×. |
| Ownership after this round | Founders, team and ESOP hold ~95.7%; the pre-seed anchor holds ~4.3%. Modelled through the planned seed, the founders, team and ESOP block holds ~77.3%. |
| Governing law | Per the definitive transaction documents. |
| Confidentiality | Strictly confidential. See the Important Notice. |
The round in detail — anchor terms, use of proceeds and value
Investor rights — first investor / anchor
The anchor's terms are exclusive to the first investor and are all approved in the model:
- Bonus valuation cap (US$3.5M, below the US$4.5M note cap)
- Equity entry while later money takes the note (exclusive)
- Pro-rata rights to maintain their stake in future rounds
- A board observer seat
- "Founding Backer" status
- Most-favoured-nation terms (they automatically receive any better terms granted to a later pre-seed investor)
- First look and a right of first refusal on the seed round
- Full information rights
Ownership and dilution
| Holder | After pre-seed | After seed |
|---|---|---|
| Founders, team and ESOP | 95.7% | 77.3% |
| Pre-seed (anchor equity + converted note) | 4.3% | 6.5% |
| Seed | — | 16.2% |
| Total | 100% | 100% |
Use of proceeds
The US$600,000 funds an eight-month sprint with a single goal, the first signed paying contract (GATE 0), which is the event that re-rates the company. The capital is not operating burn; it is de-risking capital that converts a pre-revenue story into a proven-revenue one.
| Use | Amount | What it buys |
|---|---|---|
| ROOT MVP pilot (50 sensor nodes, one drone campaign, eDNA) | US$170,000 | Three months of field work producing live data, the product proof for GATE 0 |
| First paying customer + 2–3 paid letters of intent | US$90,000 | Pre-revenue to proven revenue, the single biggest re-rate |
| Frontend prototype / investor demo | US$70,000 | A seed-ready demonstration of how the data displays |
| Core team (CEO, CFO, CSO, PR, technical lead, business development) + buffer | US$182,000 | The eight-month operating team; most senior pay accrues as founder-loan debt, not cash |
| Legal: data-firewall entity, founder-loan agreement, FPIC start | US$54,000 | A conflict-free structure that unlocks catalytic capital |
| Grant applications (GCF, PROFONANPE, IDB via TERI) and Article 6.2 | US$34,000 | Secures the non-dilutive funding backbone |
| Total | US$600,000 |
The senior team takes a small cash stipend during the sprint; the balance of market salary accrues as debt repaid from the raise, which is why US$600,000 covers a full team for eight months.
Three lenses on value
These three numbers measure different things and are kept separate on purpose. Collapsing them into one figure would misstate the company.
- Fair value today: ~US$3.5–4M. What the company is worth now, on an independent council estimate. The US$4.5M cap sits above this as a conversion ceiling.
- Intrinsic value if the plan executes: ~US$78M. The present value of projected after-tax free cash flow at a 38% venture discount rate (defensible band US$67–91M). This is an if-it-works number, not a market price.
- 2035 endpoint, gated on adoption: ~US$1.0B. The nominal equity value at exit (2035 operating earnings of about US$77M at a 13× multiple). Its present value today, after the venture discount for execution and gate risk, is the intrinsic figure above. As the gates close, the discount falls and the valuation rises toward the endpoint.
Conditions and documentation
The non-dilutive backbone behind the larger build, roughly US$19.3M for the ROOT platform, is planned through grants via TERI with concessional development-bank debt as the fallback that preserves founder control. It is not yet secured, and the plan survives without it (see Funding, Risk & Compliance). The detailed deal mechanics, cap table and returns are in The Deal. Final terms, closing conditions and any minimum or maximum on the round will be set in the definitive transaction documents, which supersede this Memorandum in its entirety.