Entities & The Independence Firewall
CeibaQ is a product, not a company. It is built and sold by AWAKEN AI S.A., the entity raising this round. Two further entities sit around it: AWAKEN Management S.A.C., which holds the forest concession and conducts all carbon-credit activity, and TERI, an independent science institute structured specifically to receive grant funding, which builds and holds the reference model. The separation is deliberate. The data company that investors are backing is kept apart from the concession, the credits and the science, so that what is being valued is a clean data business.
The three entities
| Entity | Role | Registration | Ownership |
|---|---|---|---|
| AWAKEN AI S.A. | The data company. Owns and operates CeibaQ and raises this round. | RUC 20615585298 · Iquitos, Loreto, Peru · 2025 | Founder and team (see Capitalization) |
| AWAKEN Management S.A.C. | Holds the 40-year forest concession and conducts all carbon-credit activity. | RUC 20613693689 · partida 11163345 · Iquitos, Loreto, Peru · 2024 | 69% AWAKEN AI S.A. · 31% other holders |
| TERI (Tropical Ecosystems Research Institute) | Independent science institute, structured to receive grant funding. Builds and holds the reference model and owns the methodology. | RUC 20615536386 · partida 11170982 · Iquitos, Loreto, Peru · 2025 | Non-profit, no equity; the founder is its legal representative |
AWAKEN is the group brand. AWAKEN AI S.A. is the data company within it that owns the CeibaQ product and licenses the reference model from TERI at arm's length.
Carbon credits kept separate
CeibaQ sells data and evidence. It does not issue or trade credits of any kind. The concessions themselves, though, will generate environmental credits: carbon credits first, and others such as biodiversity credits over time. All of that credit activity runs through AWAKEN Management S.A.C., the company that holds the concessions, and never through the data company. In the financial model these credits are kept out of the data company's revenue and run through cash flow inside AWAKEN Management, so they never inflate the data P&L.
This keeps two things clean. The concession and its credits are valued as a separate component, so the data company keeps a data valuation rather than a blended one. And because an independent third-party verifier signs off on the credits, CeibaQ never both produces the evidence and verifies the credits built on it. That independent verification firewall, established to the ISAE 3000 and 3410 assurance standards, is what keeps the neutral-evidence-layer position defensible, and it is put in place as part of the structuring below.
Intellectual property
The company's core method is protected by one United States patent application, No. 19/260,425, "Real-Time Certification and Lifecycle Automation of Environmental Credits," filed on 4 July 2025 and currently pending. It is filed in the founder's name; its assignment to AWAKEN AI S.A. is one of the structuring steps below.
Legal structuring completed at the pre-seed round
The structure above is not left to intent. It is set out in the Investment Memorandum and put in place through a defined legal protocol, executed as binding legal contracts as part of this round — before the raise closes — so what an investor backs in AWAKEN AI is secured by contract, not by goodwill. The following items are funded by and executed during this round:
- the arm's-length licence from TERI to AWAKEN AI S.A. for the reference model (ROOT) and the right to use both concession parcels — a binding licence structured to secure AWAKEN AI's use of the reference model on a long-term basis and to protect it on a change of control, so the core asset is tied to the company investors are backing and cannot walk away with the non-profit. Its commercial terms (scope, exclusivity, term and royalty basis) are set in the definitive transaction documents and available to investors in diligence;
- assignment of the patent from the founder to AWAKEN AI S.A.;
- formation of the AWAKEN Management S.A.C. shareholder structure on the 69% / 31% basis;
- establishment of the independent verification firewall as a structured ISAE 3000 / 3410 arrangement;
- the start of free, prior and informed consent and the co-design of community benefit-sharing agreements;
- execution of the team equity agreements.
Together these are the instruments that move the concession-use rights, the reference model and the patent into AWAKEN AI, establish the credit and verification firewalls, and set the team equity — the legal spine behind the structure diagram above, executed at the round rather than promised for later.
Counsel memoranda
Two Peruvian counsel memoranda are being finalised and made available to investors on request: one confirming the Law No. 27037 tax position and the qualification of CeibaQ's activity, and one on the ownership of ecosystem data as distinct from the ownership of the underlying natural resource.