The DealSeedUpdated 2026-06-04
Round Structure & Cap-Table
The staged stack
| Round | Instrument | Amount | Valuation | New stake |
|---|---|---|---|---|
| Pre-seed | SAFE | $0.6M | $4.5M cap | ~13% (at conversion) |
| Seed | Equity | $6M | $12M pre | 33% |
| ROOT grant | Non-dilutive | $10.7M | — | 0% |
| Concessional debt | Debt | $11M | — | 0% |
| Series A | Equity | $20M | $80M pre | 20% |
| Total deployed | ~$48M | of which dilutive equity only ~$27M |
Ownership after all rounds (illustrative)
Founders ~46% · Pre-seed ~7% · Seed ~27% · Series A ~20%. Founders retain ~46% across three equity rounds because ~$22M arrives non-dilutively (grant + debt).
Modeled returns (base exit ~$270M / stretch ~$1.3B)
| Holder | Return — base | Return — stretch |
|---|---|---|
| Pre-seed (SAFE) | ~32× | ~156× |
| Seed | ~12× | ~59× |
| Series A | ~2.7× | ~13× |
The lesson
A single flat $35M round at a venture price would have returned only ~2–3× at the re-rated base — and is un-raisable pre-product. Staging + non-dilutive capital is what makes the deal both raisable and attractive, and it rewards the earliest believers most.
Live, editable cap-table: Funding/Cap-table tab in the financial model.