Who owns Sponic Gardens, in what proportion, and how that ownership evolves as the Revocable Trust of Subhash Sonnad is added as a member, as early-team equity is promised, and as the Company progresses toward its first priced financing. All percentages are illustrative until the corresponding capital event is executed by signed paper.
Sponic Gardens, Inc. is a Texas C-Corporation with two founding shareholders holding equal common-stock interests. Ownership is expressed in shares of common stock. Share counts below are shown at the 50,000-share scale used for the existing cap table; the C-Corp's actual authorized share count may be larger (e.g., 10,000,000 authorized) with proportional issuances — the percentages remain identical.
| Holder | Role | Shares | Ownership % |
|---|---|---|---|
| Sonia Wendorff | Co-Founder | 50,000 | 50.00% |
| Rahul Sonnad | Co-Founder | 50,000 | 50.00% |
| Total outstanding | 100,000 | 100.00% | |
The Revocable Trust of Subhash Sonnad is the founders' funding vehicle for the venture. When the Trust is admitted as a shareholder, the Company will issue new shares of common stock to the Trust such that the Trust holds approximately one-third of the C-Corp and each founder is reduced from 50% to 33⅓%. No founder shares are sold or surrendered; the dilution is by issuance of new shares.
| Holder | Role | Shares | Ownership % |
|---|---|---|---|
| Sonia Wendorff | Co-Founder | 50,000 | 33.33% |
| Rahul Sonnad | Co-Founder | 50,000 | 33.33% |
| Revocable Trust of Subhash Sonnad | Funding member | 50,000 | 33.33% |
| Total outstanding | 150,000 | 100.00% | |
The Revocable Trust of Subhash Sonnad is the funding vehicle for the venture. Trust authority to hold C-Corp common stock (and, later, to sign a SAFE or hold preferred shares at a financing) should be confirmed against the trust's governing document before the admission paperwork is executed — itemized as the first open action in the Corporate Structure Plan.
Mariia Kovalova is the first non-founder team member, engaged as Botanical Operations Setup under the Engagement Letter dated 18 May 2026. Her compensation includes a 0.5% future-equity promise vesting monthly over 24 months. Her percentage is measured against the post-Trust cap table in §2 above. When her grant is reflected on the cap table, each existing holder dilutes very slightly from 33.33% to ~33.17%.
| Holder | Role | Shares | Ownership % |
|---|---|---|---|
| Sonia Wendorff | Co-Founder | 50,000.00 | 33.17% |
| Rahul Sonnad | Co-Founder | 50,000.00 | 33.17% |
| Revocable Trust of Subhash Sonnad | Funding member | 50,000.00 | 33.17% |
| Mariia Kovalova | Botanical Operations Setup (future equity, 24-mo monthly vest) | 753.77 | 0.50% |
| Total fully-diluted | 150,753.77 | 100.00% | |
At this stage, Mariia's 0.5% is a contractual commitment in her Engagement Letter; no shares are issued to her yet. When the Company adopts a stock incentive plan (typically at its first priced financing, which may also include a reincorporation to Delaware) or completes a sale, the promise converts into an actual equity grant reflecting her then-current vested-plus-unvested percentage, after any intervening dilution. As a Texas C-Corp from formation, Sponic is eligible for IRC §1202 Qualified Small Business Stock treatment on founder/Trust shares held ≥5 years — relevant at exit.
Every subsequent equity event dilutes all holders proportionally. Mariia's Equity Promise has no anti-dilution protection; she shares dilution risk with the founders and the Trust on identical terms. This is the standard treatment for early-team equity at every venture-backed company.
Events that dilute the cap table:
The numbers below are illustrative and assume a Series A round at conversion to a Delaware C-Corp, in which new investors and a fresh option pool together take 20% of the post-money cap table. Every existing holder dilutes by the same factor (×0.80).
| Holder | Pre-Series-A % | Post-Series-A % |
|---|---|---|
| Sonia Wendorff | 33.17% | 26.54% |
| Rahul Sonnad | 33.17% | 26.54% |
| Revocable Trust of Subhash Sonnad | 33.17% | 26.54% |
| Mariia Kovalova | 0.50% | 0.40% |
| Series A investors + option pool | — | 19.98% |
| Total | 100.00% | 100.00% |
Ownership today is in the form of Texas C-Corporation common stock. The Company will adopt a stock incentive plan (typically at or before the first priced financing; reincorporation to Delaware is optional and commonly done at the financing) from which Mariia's Equity Promise can be granted in one of these forms:
The specific instrument, strike price (if applicable), and tax treatment for Mariia will be determined at the conversion event. Until then, her grant remains a contractual promise tracked here and in her Engagement Letter.