The long form of a working proposal.

Neeno proposes to teach people to build profitable digital products, give them an AI-native operating system to execute, and route selected builders and products toward a planned investable ecosystem.

Neeno is pre-commercial; the available build sits on staging. No verified Neeno revenue or MRR has been supplied. What exists today is a system design, a proposed methodology informed by one internal execution case, and Wellls — a consumer product built by the founder team using the one-operator-plus-agents model that Neeno intends to teach and productise. Repeatability for Neeno learners is unproven.

The company is discussing a $5,000,000 Seed round to launch English-first, establish a market position and build operating capacity. The opening proposal is $5M for 8% non-controlling preferred equity in a proposed Neeno HoldCo, at $57.5M pre-money and $62.5M post-money. Final entity name and jurisdiction are unresolved.

Each of those is either undecided or unverified. Inventing them would make the document faster to read and impossible to defend in diligence.

The problem

Most educational products end at knowledge. They do not carry a person through to a working product with paying users. Separately, coding assistants accelerate the writing of code but supply none of the system around it: choosing an idea, researching the market, shaping an offer, launching, acquiring users and iterating against financial results.

The solution

Neeno combines the missing pieces into a single operating system:

• Practical education aimed at a shipped product
• A methodology for building profitable products
• Step-by-step workflows with explicit checkpoints
• An AI coding and product-building tool, more convenient and more opinionated than general-purpose agents
• A community of practitioners
• Launch, marketing and growth support
• Selection of the strongest projects into an accelerator and venture pipeline

The hypothesis is not that any single component is novel. It is that the combination — if successfully taught, tooled and measured as one loop — could help learners become operators. No Neeno learner-revenue outcome has been demonstrated.

Six layers, each a distinct product surface with its own economics and — at the venture end — its own legal requirements.

Internal source: the development environment underpinning the tool has been described as built on agent SDK tooling, with an approach comparable to automated build environments already in use by the team.

The first segment is B2C. Geography is sequenced rather than simultaneous:

1. English-first — Australia, UK, US, Canada and other English-language markets
2. Spanish-language markets
3. A Russian-language product
4. Other languages and countries, only after localisation and acquisition are proven reproducible

Beachhead status

The narrow beachhead segment for the first launch is not selected. Candidate profiles under discussion include first-time founders, specialists building a side business, creators and developers. Choosing it is a prerequisite for pricing, funnel design and any credible revenue model — and it is one of the first decisions the round is meant to fund, not a decision already made.

No market-size estimate appears in this memo. Producing a TAM figure before the beachhead, price and package exist would be reverse-engineering a number to justify a valuation.

Eight possible revenue lines, ordered by how soon each can be defended:

Not decided

Final prices, packaging, free trial, annual plans, cohort pricing and accelerator participation terms are open. No figure for any of them appears in these materials, and none should be inferred.

Wellls is the founder team's execution proof and the reference implementation behind Neeno's methodology — not Neeno revenue.

Wellls is an English-language, evidence-based lifestyle-medicine platform for women in perimenopause and menopause. Its public legal pages name FITSTARS FZCO as operator and PULSERA LIFE FZCO as an affiliated payment entity.

How Wellls may and may not be used

Wellls demonstrates that this founder team can build and commercialise a real consumer product quickly. It must not be included in a Neeno valuation as an owned asset until ownership, transfer, licence or revenue-share rights are documented in favour of Neeno. The two sets of financials must never be combined or presented as one.

Defensibility is a hypothesis, not an achieved position. If it arrives, it is unlikely to come from video lessons or a thin wrapper over a language model. The plausible sources are combinatorial:

• A methodology that may become differentiated if repeatability is demonstrated
• A specialised product-building workflow, not a general coding assistant
• An accumulating set of playbooks, prompts, agents, evaluation loops and launch data
• Community and network effects among builders, mentors and investors
• Data on which actions actually lead projects to launch, revenue and retention
• Access to the strongest projects and teams the ecosystem produces

B2C education and general AI coding are both competitive categories. The memo treats the moat as something the round is meant to build evidence for, not as an existing advantage.

Dmitry Stakhin — Founder & CEO

Mandate: strategy and positioning; the commercial model and P&L; fundraising and capital allocation; go-to-market and partnerships; team building; joining academy, methodology, software tools, community and the venture layer into one commercial system; and delivery against milestones only once agreed in definitive documents.

Dmitry completed a Master of Science in Financial Engineering at WorldQuant University, according to the founder. No credential verification is presented here; it is carried as a data-room item.

Ivan — CTO & Product Systems Lead

Role confirmed by the founder. His involvement includes product and engineering leadership, the AI-native development environment, Neeno's infrastructure and deployment, and hands-on work on Wellls.

His public surname is not confirmed and no public biography is asserted in these materials. Co-founder status, cap-table position, vesting and IP assignment are not documented, so the title is limited to CTO & Product Systems Lead. Co-Founder & CTO may only be used after direct agreement and reflection in corporate documents and the cap table. Written permission is required before his role on Wellls is described externally.

Sergei Sergienko — Founding Investor & Strategic Advisor, Ventures & Digital Assets

First investor and partner on the investment and digital-asset side; he has agreed to advisory and investment positioning. Publicly, he is founder and CEO of Chrono.tech, and the public record also associates him with LaborX, TimeX, PaymentX, Crypto Gaming United and digital-asset investment activity.

Mandate: strategic guidance on venture and digital assets; investor perspective; introductions and partnerships; deal flow and portfolio support; and help designing the legal separation between the operating company, any SPV or fund, and regulated activity.

Boundary. Absent a separate agreement he holds no automatic authority to bind Neeno, dispose of capital, manage a fund, or vote on an investment committee or board.

Neeno is raising $5,000,000 in Seed financing to launch and establish itself in market.

There is a hypothesis that a prospective investor may be prepared to place the full amount at once. That must be confirmed by direct conversation, proof of funds and a term-sheet process before it is treated as real.

The principle: the investor receives normal minority economic protection, but not operational or strategic control.

Proposed investor economics

• 1× non-participating liquidation preference
• Standard quarterly and annual reporting
• Pro-rata rights in future rounds
• Standard protection against the issue of knowingly senior securities or the transfer of material assets
• If required, a board observer without a vote, under NDA and with access limits

Rights not proposed

The following rights are excluded from this proposal. Each line states what the investor would not receive; none of them has been agreed or offered.

• No voting board seat and no control of the board
• No veto over budget, hiring, pricing, marketing, product roadmap or ordinary-course transactions
• No unilateral right to block the next round
• No participating liquidation preference and no preference multiple above 1×
• No full-ratchet anti-dilution
• No guaranteed return and no mandatory founder or company buyback
• No right to take IP in a dispute or on a missed KPI
• No automatic territorial exclusivity
• No automatic stake in Wellls, the founders' other projects or a future fund
• No automatic investment-committee or fund-management authority

Founder control of the company is retained accordingly.

Proposed investment perimeter

The proposal is for a share of a proposed Neeno HoldCo. Its final name and jurisdiction are unresolved. It is intended to hold only assets actually assigned to and documented in it: potentially the Neeno brand and domains, learning platform, curriculum and methodology assets, AI product-building software, subscription revenue, and project rights only once separately executed in favour of that entity.

The investor does not automatically acquire Wellls, the personal or existing external projects of Dmitry, Ivan or Sergei, the assets of any future fund, community members' money, or rights to projects never transferred to the company by contract.

Corporate architecture

The proposed HoldCo is intended to hold core IP, brand, platform, subscription and team rights only where assignments and agreements are produced. Those assignments have not been supplied. An accelerator may operate inside the operating group, but project equity or revenue share requires separate agreements with clear criteria, conflicts handling and disclosure. A future fund or SPV must be legally separated; participation in HoldCo would not imply LP status or an SPV share.

Confirmed directions are market establishment, marketing, reaching MRR, development and collaborations. The working budget categories are:

1. Product and engineering
2. English-market launch and paid or organic acquisition
3. Content, curriculum and creator or expert collaborations
4. Community operations and customer success
5. Key hires
6. Analytics, security, legal and compliance, and finance operations
7. Accelerator pilots and selective venture experiments
8. Operating reserve and runway

This is a framework of intended outcomes to be tested against a financial model — not a set of promises to an investor.

Explicitly not fixed

• Target MRR or ARR at 12 and 24 months
• Number of paying users
• Acquisition-cost, lifetime-value, churn and gross-margin targets
• Team size and runway
• Number of accelerator cohorts and portfolio positions
• Timing of Spanish and Russian localisation

These must be calculated bottom-up. Choosing them for the look of a pitch deck is precisely the failure mode this document avoids.

• Neeno has not launched; no verified Neeno revenue or MRR records have been supplied.
• The ~$100k MRR figure for Wellls is not yet supported by financial documents in a data room.
• Wellls is not established as a Neeno asset.
• Ivan's full legal name and formal role require confirmation.
• IP assignments and founder agreements have not been produced.
• B2C education and general AI coding are competitive categories; the wedge needs proof.
• Community, accelerator and venture fund are three different businesses with different operational and legal complexity.
• Investment-flavoured promises can create licensing and securities risk.
• The proposed $57.5M pre-money / $62.5M post-money basis may be difficult to defend without Neeno's own traction.
• A single large-cheque investor can acquire de facto influence without formal control; the documents must constrain side letters, vetoes and dependency.

Founder-side decisions required

• Ivan's legal name; co-founder status and cap table; founder vesting; IP assignment; roles and decision rights
• Exactly what may be disclosed about Wellls, and what may be licensed to Neeno

Investment decisions required

• Neeno HoldCo jurisdiction
• Whether 8% is the approved opening position, and what the internal ceiling is
• Priced preferred shares or a SAFE fallback
• Composition of reserved matters
• Board observer — yes or no
• Pro-rata and information rights
• Whether funds arrive at once or in committed tranches
• Source of funds, KYC and proof of funds

Product and economics

• First beachhead customer and launch date
• Pricing and packages
• 12- and 24-month revenue model
• Acquisition-cost, lifetime-value and churn assumptions
• Hiring plan and monthly burn
• Allocation of proceeds
• Product roadmap for the AI tool
• A measurable definition of learner success

Legal boundaries

Neeno does not today operate an accelerator programme or a venture fund, does not provide regulated investment services, and guarantees no profit or investment return to any user. A future fund or SPV must be separated from the operating company, and any activity involving third-party money may require licensing in the chosen jurisdiction. Securities, accelerator and future venture or SPV language must be reviewed by counsel before any of it is used externally.

Investor contact: business@qntrs.com