Ikigai Law advised Navana.ai, India's dedicated Indic-language voice AI platform, on its INR 7 crore (approximately USD 850,000) Pre-Series A led by Antler India, bringing its total funding to INR 13.2 crore (approximately USD 1.6 million).
Navana is building speech infrastructure across India's 22 official languages and a long tail of regional dialects - an infrastructure challenge as much as an AI one. Voice models trained predominantly on high-resource languages can perform poorly across Indic languages, accents and dialects. Navana is building the speech layer for businesses serving the next generation of Indian internet users.
The financing marked Navana's move from an angel-backed cap table to its first institutional round. Ikigai acted as company counsel through the transaction, advising on the financing terms and negotiating the shareholder and governance framework with the incoming institutional investor.A key part of the mandate was putting in place a shareholder framework fit for the company's next stage of growth. This covered founder vesting and lock-in, investor consent rights, board and operational matters, and the mechanics governing significant corporate events - structured so that the rights of the founders, the company and the incoming investor work together coherently as the business scales.
The objective was not simply to close the round, but to establish a durable governance foundation: one that gives the institutional investor appropriate protections while preserving the founders' ability to build, and that positions Navana cleanly for later-stage financing.
The round was led by Nimisha Dutta, Counsel, with assistance from Jalaj Mahajan and Vinayak Nair Harikumar inputs from Partners, Sreenidhi Srinivasan and Anirudh Rastogi.
“Getting the terms – the governing founder lock-in, vesting acceleration triggers tied to specific corporate events, the exit terms and protective provisions preserving operational control alongside institutional governance- right at Pre-Series A matters. They set the baseline that later institutional investors will either accept or seek to reset.”
- Anirudh Rastogi, Managing Partner
"Ikigai law are great advisors for startups looking for an all-in partner who will do what it takes to close a deal in a tight timeline. They will go above and beyond to ensure the job is done. - Raoul Nanavati, Co-founder, Navana
Frequently asked questions
1. What should a company get right in its first institutional round?
A first institutional round is not only about valuation and dilution. It is usually the moment a company’s long-term governance architecture is set, including board composition, investor consent rights, founder obligations, information rights, and the decision-making thresholds. The core challenge is to give the incoming investor appropriate institutional protections while preserving the company’s ability to execute its business plan, raise future capital, and evolve its governance as it scales. Terms agreed at the first round should work for the deal being closed today without creating unnecessary constraints on the Series A and subsequent rounds, because rights granted once are difficult to claw back and tend to be inherited, or expanded, by later investors.
Terms:
● Valuation and dilution - what the company is worth and how much ownership founders give up for the investment.
● Board composition - who sits on the board and therefore controls company-level decisions.
●Investor consent rights (reserved matters) - the list of actions the company cannot take without the investor’s approval.
● Information rights - the investor’s entitlement to financial and business reporting.
● Decision-making thresholds - the ownership or board percentages needed to approve given actions.
Investors must note that standard institutional protections are reasonable, but over-reaching at the earliest round can impair the company you are backing and complicate the rounds that follow, which is rarely in an early investor’s own interest.
2. How should founder protections be structured alongside the company’s long-term interests?
Founder protections and company protections should be designed together, not negotiated in isolation. Vesting, lock-in, the definition of “Cause,” termination, acceleration, and the treatment of founder equity all interact, and they should fit together so that the company is protected if circumstances change while founders who keep building the business retain appropriate protection for the value they create. The aim is a framework that stays workable through growth, leadership changes, future financing rounds, and strategic transactions such as an acquisition, rather than provisions drafted only around the circumstances that exist at the time of the investment.
Terms:
● Vesting - founder shares are earned over time rather than owned outright from day one, so a founder who leaves early keeps only part.
● Lock-in - a period during which founders cannot sell or transfer their shares.
● “Cause” - the defined set of reasons for which a founder can be removed on adverse terms; how tightly it is drafted decides how easily a founder can be forced out.
● Termination - what happens to a founder’s role and equity if they leave or are removed.
● Acceleration - a provision that lets unvested founder shares vest early on a defined trigger, usually an acquisition.
● Founder equity treatment - how founders’ shares are handled across the events above.
For founders: these clauses decide whether you keep the equity you have earned if you are pushed out, or if the company is sold, or if a new CEO comes in. “Cause” is the one to watch: a loosely drafted definition can let investors reclaim your equity on thin grounds. Acceleration is what protects your upside in an acquisition. Negotiate them as a set, because they only make sense together.
For investors: you need the company protected if a founder underperforms or departs, but protections so aggressive that a committed founder can lose earned value are counterproductive, because they corrode the alignment and motivation the investment depends on.
For more information, reach out to us at contact@ikigailaw.com
Image credits: Generated by AI
