Cap Table & Dilution
The cap table is built around one goal: raise the least dilutive capital that reaches the first contract, then let the de-risked business price the next round up. The pre-seed is small and structured to protect the founders' stake, the seed is small and priced after GATE 0, and a Series A is optional, not assumed. The result is that the founders and team keep about three-quarters of the company through the seed.
The table below is for AWAKEN AI, the data company that issues this round. AWAKEN AI holds the controlling interest in the concession entity, and TERI holds the ROOT asset under a grant and licenses it to AWAKEN AI; that structure is set out in Corporate Structure.
Ownership after each round
| Holder | After pre-seed | After seed | After Series A |
|---|---|---|---|
| Founders, team and ESOP | 96% | 77% | 77% |
| Pre-seed (anchor SAFE + the $450k note converting at seed) | 4% | 6% | 6% |
| Seed | — | 16% | 16% |
| Series A (optional, not assumed) | — | — | 0% |
| Total | 100% | 100% | 100% |
This keeps the founders and team block at about 77% after the seed, against about 71% if the whole pre-seed had been priced as equity now. The seed is sized at roughly $3M and priced after GATE 0; a Series A is held open as an option, not built into the plan.
The founding team and the option pool
| Holder | Role | At formation | After pre-seed | Post-seed |
|---|---|---|---|---|
| Olga Sytnyk | Founder & CEO | 75% | 72% | 58% |
| Luis Silva | CFO (signed) | 5% | 5% | 4% |
| Evgen Dykyi | CSO (agreed) | 5% | 5% | 4% |
| Olena Koval | Chief of PR (agreed) | 2% | 2% | 2% |
| Mariam Mamedli | CPO (agreed) | 1% | 1% | 1% |
| ESOP / reserved pool | for CTO, COO, Legal, advisors | 12% | 11% | 9% |
| Total | 100% | 96% | 78% |
The pool is reserved for the senior hires the plan needs (a CTO, a COO, legal and advisors), so the dilution of building the team is already in the table rather than a surprise later.
Dilution depends on one thing: the grant
The platform costs about $19.3M to build, and how that build is financed is the single biggest driver of founder dilution. The plan funds it with a non-dilutive grant routed through TERI. The model shows what happens if that grant does not arrive.
| How the $19.3M platform is funded | Founders and team keep | Control |
|---|---|---|
| Non-dilutive grant via TERI (base case) | ~77% | strong |
| Concessional debt, if no grant (preferred fallback) | ~70% | preserved (debt, not dilution) |
| Equity funds the full build (worst case) | ~54% | at risk |
The lesson is explicit: the grant is the dilution-saver, and if it does not come, the fallback is concessional debt against contracted revenue, never a larger equity round. We do not fund the platform with equity if it can be avoided, because that is what puts founder control at risk.
What is already in
The company is not starting from zero. A Friends and Family stage, already deployed over the 22 months to May 2026, put about $622,000 of formation value into the company.
- The founder's cash, about $149,900, is a loan, carried as a liability and repaid from this raise in 2028. It is not equity and is not in the pre-money.
- The sweat equity and pro-bono advisor time, about $472,000, is non-cash and is likewise not in the pre-money.
This stage is identical in both the grant and no-grant scenarios, and is recorded in full in a separate capital-deployed schedule.
The honest read
Everything past the pre-seed is the plan, not a fact: the seed price, the seed size and the Series A option all depend on reaching GATE 0 first. The grant that protects the founders' stake is not yet secured. The anchor's cap is a ceiling on conversion, not a valuation, and the valuation itself is set out, with its three separate lenses, in Valuation & Returns. What the cap table shows is a deliberate sequence: raise little, dilute little, prove the business, and let each round price the next one up.