LEGAL

Counsel

Entity structure, cap-table summary, material contracts, IP posture, employment structure, and outstanding matters. Every claim is a fact we can document or a forward-looking item labeled as such.

Entity form

Delaware C-corp

Standard single-class structure

Formation

TODO

TODO(counsel): confirm and insert date of incorporation

Jurisdiction

Delaware

Registered agent on file

Cap table

Pre-seed

Founder + option pool + prior SAFEs

LAST UPDATED 2026-04-22

Tekku is a Delaware C-corp. Standard single-class common stock, four-year vesting with a one-year cliff on founder equity, 83(b) elections filed. An employee option pool is in place at 10% pre-seed, expanded to 15% at seed close. Every contributor, employee or contractor, executes a standard proprietary information and inventions assignment agreement. No outstanding claims on the codebase. Formation date and registered-agent details are maintained in the workspace for qualified recipients under tier-2 access.

The cap-table summary below reflects the current state at the time of this page update. Exact numbers, including option pool utilization, founder share count, and prior SAFE terms, are available in the data room under tier-2 access.

Cap table summary

Pre-seed snapshot. Post-money ownership at this round (at the cap) shown in the right column. TODO(financials): replace placeholder percents with signed-close numbers.

	% at close	$ at cap	Notes
Founders (common)	TODO	TODO	Four-year vest, one-year cliff, 83(b) filed
Common option pool	15%	TODO	Expanded from 10% to 15% at seed close
Prior SAFEs	TODO	TODO	TODO(counsel): confirm prior instrument terms if any
This round (at cap)	TODO	TODO	Terms documented on the offer page	→
Remaining pool	TODO	TODO	For post-close hires

All percentages and dollar values are placeholders pending signed-close numbers. The definitive source is the data-room cap-table workbook, updated at each close event.

Material contractsVendor and partner agreements that support the stack and the business

The list below reflects the current state of vendor and partner contracts. Some are live agreements with signed order forms; others are in negotiation or at default click-through terms pending an enterprise upgrade. Each item names the stage of the relationship so an investor can distinguish a commitment from a forward-looking plan.

Anthropic (Claude API, enterprise tier target)Status: click-through API terms in production; enterprise contract targeted Stage 2 exit

Claude is the primary model for kid-facing chat and the submit_patch tool. Stage 1 operates on standard commercial API terms. The no-training tier configuration is set at the workspace level. Enterprise contract negotiation targeted before Stage 2 exit to secure committed capacity, a formal no-training commitment in the contract body, and a data-processing addendum.

TODO(counsel): confirm the current standard-terms no-training posture is adequate for COPPA representations made to parents, pending enterprise upgrade.

Supabase (Postgres, auth storage, edge functions)Status: production plan with data-processing addendum

Supabase hosts the primary Postgres, the auth tables, and the scheduled cron for 90-day retention deletion. Row-level security deny-anon policies are applied across all tables containing kid data. Data lives in US regions. A data-processing addendum is in effect.

Vercel (hosting, edge, observability)Status: standard platform terms; Vercel Blob used for ship artifacts

Vercel hosts the Next.js app and the static artifacts served under /m/:slug. Logs are forwarded to Sentry. Vercel Blob holds shipped-app assets.

Clerk (parent-only authentication)Status: production plan; kids never authenticate directly

Clerk handles parent authentication. Kids do not create Clerk sessions; they access the builder under a parent-linked profile only. This simplifies COPPA by keeping all identity artifacts parent-owned.

Persona (parental-consent verification, pending integration)Status: not yet integrated. Integration tracked as TODO-001

Persona is the current recommendation for verifiable parental consent, at approximately $1 to $2 per verification. Stripe Identity is the alternate under evaluation. Integration is tracked as TODO-001 in the project backlog and gates Stage 2 family onboarding.

Strategic partnershipsStatus: TODO(counsel): record any signed partnership agreements

No material strategic partnership agreements are in effect as of the last update of this page. Workshop pilot partnerships with school districts are in the pipeline; each will execute against a template district contract reviewed by outside counsel before signature. TODO(counsel): update this section with signed counterparties once the first pilot is contracted.

IP postureTrademarks, trade secrets, domains, patents, open-source obligations

IP strategy at Tekku is trade-secret-first for the prompt and classifier layers (they iterate weekly, which is a poor fit for patenting) and trademark-first for the brand surface (Tekku wordmark, Teko mascot). Patents are not planned for Stage 1 through Stage 3.

TrademarksTekku wordmark and Teko mascot

Tekku wordmark: USPTO application filing targeted in the software-as-a-service and educational-services classes. TODO(counsel): confirm current filing status and serial number. Madrid Protocol international filings follow seed close for the tier-one expansion markets.

Teko mascot: Teko is the gamification-layer character (see the Tekku gamification plan, tier-1 doc dated 2026-04-22). Mascot wordmark and stylized mark filings planned alongside the brand activation. TODO(counsel): confirm filing timing with brand lead before Stage 3 launch.

DomainsPrimary and defensive registrations

Primary domain: tekku.app. Defensive registrations for common misspellings and key TLDs targeted before public launch. TODO(counsel): confirm domain registrar, renewal schedule, and DNS admin posture; record in the data room.

Trade secretsPrompt architecture, classifier dataset, moderation tuning map

Trade-secret program covers the cached system prompt architecture, the per-template prompt set and submit_patch tool contract, the concept-detector classifier prompts and labeled dataset, and the moderation tuning allowlist and retraining procedure. Access is restricted to the founding engineering team with a signed IP assignment and an audit-logged change history.

PatentsNot planned for Stage 1 through Stage 3

No patents filed. No patents planned for Stage 1 through Stage 3. The prompt layer iterates weekly, which is poorly matched to the patent timeline. If a later surface warrants a filing (for example a novel moderation architecture at Stage 4), outside counsel will evaluate at that time.

Open-source obligationsDependency license review

The template validator whitelists a tight set of dependencies (react, react-dom) for kid-shipped apps, which bounds the obligation surface for the shipped artifact. The application stack uses standard permissive licenses (MIT, Apache-2.0, ISC) across its dependency tree. No GPL or AGPL dependencies in application code as of the last review. TODO(counsel): license-obligation report generated quarterly and stored in the data room.

Outstanding legal mattersDefault posture: none. Confirmed by counsel at each update.

Default posture: none. No current disputes, no pending or threatened litigation, no SEC inquiries, no employment claims. TODO(counsel): confirm at each quarterly review and update this section with date-stamped attestation. If any matter arises between reviews, it is recorded here immediately.

Counsel of recordTODO(counsel): attorney of record to be retained ahead of seed close

TODO(counsel): attorney of record is not yet retained as of the last update of this page. Outside counsel selection targeted ahead of seed close. Criteria: startup-experienced Delaware corporate firm, comfort with kid-product compliance (COPPA, FERPA, state AI-in-schools), and capacity to support a seed financing and a Stage 2 Workshop pilot contract in parallel.

Once retained, this section will name the firm, the primary attorney, and the date the engagement letter was executed. Until then, specialized opinions are retained on a matter-by-matter basis (privacy counsel for COPPA posture, education counsel for FERPA, and generalist corporate counsel for entity maintenance).

Employment structureW-2, 1099, vesting standards, PIIA requirements

Employment posture is W-2 for full-time roles and 1099 for contract specialists with a scoped statement of work. Every hire, W-2 or 1099, executes a proprietary information and inventions assignment (PIIA) and a confidentiality agreement before first commit.

Vesting standard: four-year vesting with a one-year cliff. Equity compensation is delivered through the common option pool. Acceleration terms: single-trigger on change of control is not granted; double-trigger acceleration (change of control plus termination without cause) is considered on a case-by-case basis for senior hires only.

Contractor posture: no long-running open-ended contracts. Every contract has a scope, a deliverable, and an expiry. Contractors onboard with the same PIIA and IP assignment as employees; no IP held by a contractor off Tekku's assignment register.

This page is authored internally and reviewed against counsel guidance. Where a forward-looking item is listed (pending trademark, not-yet-retained counsel of record, targeted enterprise contract), the item is flagged with a TODO marker and tracked as a real workstream. No item on this page should be read as a current state of affairs unless it is stated as such without hedging. This page is not legal advice to the investor; the investor is advised to retain separate counsel for their own diligence.

Counsel

Cap table summary

See also

Open the investor portal