Equity Financing
Automatic conversion at the next bona fide priced round, calculated using the $10M post-money cap on the standard YC post-money form.
The Round
$10M post-money cap. YC form. MFN.
A standard, plain-vanilla SAFE round designed for clean Series A conversion. Authorized by Board resolution. Offered to accredited investors only under Rule 506(b).
Economic terms
What investors are buying.
Instrument
YC Post-Money SAFE
Valuation-cap-only · MFN
Post-money cap
$10,000,000
Implies $1.00/share at 10M as-converted
Discount rate
None
Cap-only
Round target
$1.5M – $3.0M
Authorized by Board resolution
Minimum check
$25,000 / $100,000
Individual / LP vehicle
Exemption
Rule 506(b)
Form D filed within 15 days of final close
Cap table
35,000,000 authorized common shares.
The Equity Compensation Plan establishes a single, durable cap-table framework: insiders, the outside-professional pool, employee/advisor options, a SAFE conversion reserve, the Series A pool, the VC growth-round pool, and a strategic reserve.
| Pool | Shares | % of 35M | Purpose |
|---|---|---|---|
| Issued at founding (insiders) | 9,150,000 | 26.1% | Founder, inside counsel, directors |
| Outside-professional pool | 500,000 | 1.4% | Equity for legal/professional services to the Company |
| Option pool (employees / advisors) | 3,000,000 | 8.6% | Future hires, advisors, Phase 3 compliance attorney |
| SAFE conversion reserve | 3,500,000 | 10.0% | Honors SAFE conversion at Series A |
| Series A pool | 8,750,000 | 25.0% | Series A investors + required pool top-up |
| VC growth-round pool | 7,000,000 | 20.0% | Phase 3 (Arizona ABS) + national advertising round |
| Strategic reserve | 2,100,000 | 6.0% | Unallocated buffer |
Key SAFE mechanics
Three events.
Liquidity Event
On a change of control or IPO before termination, investor receives, at its option, the greater of the Purchase Amount or the as-converted cap-based amount.
Dissolution Event
On a dissolution before termination, investor receives the Purchase Amount, subject to available proceeds and preferences.
Most Favored Nation. If the Company issues any other SAFE or convertible instrument before the Equity Financing with terms an investor reasonably deems more favorable, the Company provides notice and the option to amend the SAFE to match those terms.
Documents that govern the round