Structure & Use of Funds

How the round is shaped, where it goes, and the governance structure independence requires from day one.

Confidential · June 2026 · govrn.ai. govrn is pre-entity: five people, an engine built and tested on synthetic data, and a defined plan. Every figure below is an illustrative placeholder. Dollar amounts, ranges, and ownership splits are modeling inputs, not a term sheet — they are to be set with counsel and lead-investor input at entity formation. We label the intended structures plainly as intended.

The Raise (Illustrative)

govrn is raising an early round to convert a working, synthetic-tested engine into a connected, design-partner-validated product and to formalize the operating company. The intended shape:

Parameter	Illustrative Placeholder
Round	Pre-seed / seed (instrument TBD with counsel — SAFE or priced)
Target	$1.5M – $2.5M (illustrative range)
Runway	~18 months at the founding-bench burn (illustrative)

The runway figure assumes the current five-person team plus a small number of early hires, not an expansion. The point of the round is to reach live connector runs and paid design-partner delivery — the milestones on the Roadmap — before raising again.

Use of Funds (Illustrative)

The allocation below is illustrative and reflects priorities, not committed line items.

Allocation	Illustrative Share	What It Buys
Founding-bench retention	~40%	Keep the five-person team (Founder, CAIO, CTO, CSO, full-stack) building rather than dispersing — the engine and the senior relationships are the asset
Engine hardening	~25%	Move Aperture from synthetic-data proof to production-grade: live connectors, reliability, security review
First design-partner accounts + delivery	~20%	Stand up the first paid accounts through the Kelly/MCG channel and deliver them — the move from modeled to measured
Standard + certification build-out	~15%	Develop the published standard and the attestation methodology that the certification rests on

These map directly to the Business Model: the engine is the product, the standard is the durable asset, and the design-partner accounts are the proof that the modeled outputs hold up against real systems.

Cap Structure (Illustrative)

Pre-entity, there is no cap table. The intended structure, to be set with counsel:

Component	Illustrative Placeholder
Founders	Majority, split across the five-person team
Option pool	~10–15% reserved for early hires (placeholder)
This round	Sized to the raise above; dilution to be finalized with the lead

We will not present a fabricated cap table. The splits above are placeholders pending formation documents.

The Governance Charter

This is the part that is structural, not financial. govrn's defensibility rests on a single principle from the Trust & Conflict Firewall: the body that builds is never the body that attests. Because govrn is pre-entity, that separation does not yet operate as a fact of an existing organization — it is an intended structure. The charter makes it a documented commitment from day one rather than a later retrofit:

At entity formation, govrn will instantiate the attest/build separation as a documented operating structure. The attestation function reports independently; the build and delivery function cannot direct, override, or shape an attestation.
Independence is written into the charter, not bolted on after scale. Most firms discover this conflict once revenue depends on it. govrn states it before the entity exists, so the structure constrains the company from its first day of operation.
This de-risks the present-tense concern honestly. We do not claim the separation operates today — five people pre-entity cannot have an operating attest body. We commit that it will be built in at formation, which is the right time to set it.

The independence that makes govrn credible is not a marketing claim about the present. It is a structural commitment the round funds and the founding documents encode.