Capital and control

1. The commitment

Capital buys a return, a service, or an asset. It does not buy a decision.

No instrument Saberra issues will carry governance rights. That means no board seat, no observer seat, no veto, no consent right, no protective provision, no information right that functions as leverage, no priority in the product roadmap, and no side letter granting any of the above.

This is a reserved matter. Changing it requires the Steward's consent under document 01 section 5, and once the Steward Interest is issued the founder cannot change it alone.

2. Where Saberra stands today

• No outside capital has been taken. No investors, no notes, no SAFEs, no venture debt.
• The company is founder-owned and funded by revenue.
• There is no cap table beyond one holder.

The commitment above therefore costs nothing today. It is written now precisely because that is when it is cheap. A no-governance-rights policy adopted while a term sheet is on the table is a negotiating position, not a policy.

4. What is permitted

• Revenue. Customers paying for the product.
• Debt on ordinary commercial terms, provided no covenant grants operational control, consent rights over the reserved matters, or a step-in right beyond the enforcement of security.
• Grants, provided restrictions attach to the use of funds and not to Saberra's governance, roadmap, or choice of customers.
• Equity with no governance rights. Economic participation only.
• Revenue-based financing, on the same condition.

5. What is refused

• Any instrument with a board seat, observer seat, or consent right.
• Any instrument granting priority access to the roadmap, to data, or to staff.
• Any grant or contract conditioned on Saberra adopting a governance model, a certification, or a political or ideological position.
• Any acquisition offer from a party unwilling to accept the customer data commitments in document 00 as binding on them.

6. Donor and funder influence

Money creates deference even when it creates no rights, and deference is how capital converts to control in practice. Three rules against it:

1. Disclosure. Any funder providing more than 10% of annual revenue is named in the quarterly figures, along with the amount as a percentage.
2. No unwritten expectations. Anything a funder expects is written into the agreement or does not exist.
3. The concentration metric is published. Percentage of revenue from the largest single source appears in document 07 every quarter.

7. Related parties

Life Project Education is declared a related party: a client relationship and a plausible Regen Pool recipient at the same time. Any related-party transaction is disclosed in the quarterly figures. A related party is not disqualified. An undisclosed one is.

8. Treasury

• Saberra currently has one signer. This is a real control weakness and it is published as such in document 07.
• A second signer is required before the company holds more than three months of operating expenses, or on the appointment of the first employee, whichever comes first.

9. The value waterfall

Published in full, including the founder line, because a waterfall with one pool hidden tells a partner less than no waterfall at all.

The Regen Pool sits above the split, not below it. It is deducted before Saberra pays itself, which means it cannot be squeezed in a bad quarter and the statement “funded before we pay ourselves” is literally true rather than a figure of speech. Partner commissions sit in direct delivery cost, above the pool split, so a partner's share is not competing with the founder's for the same residual.

10. Founder compensation

Published in full, because “Founder 30%” without its definition is the line a reader assumes the worst about.

What the Founder Pool is: 30% of Distributable Surplus, which is what remains after transaction costs, all direct delivery cost including partner commissions, the Regen Pool, and the tax reserve. It is the last pool filled, not the first, and it is a share of profit rather than a share of revenue.

Worked, on a Core client's first year ($3,000 setup, $750/month):

The five-stage compensation ladder

Founder compensation is staged against company scale rather than set at the founder's discretion.

Saberra is at Formation. The founder currently takes pool distributions as they accrue and hourly for work performed, with no salary.