TERMS

Plain post-money SAFE. Cap, discount, close schedule.

A $3.0M seed extension on a $18.0M post-money cap with a 20% discount. No board seat, no protective provisions, nothing beyond MFN and a pro-rata side letter for the larger checks. Target close August 31, 2026.

Instrument

SAFE

post-money, YC standard

Raise

$3.0M

seed extension

Model sheet, raise_amount

Post-money cap

$18.0M

IPEV-triangulated

Model sheet, raise_cap

Discount

20%

to next priced round

Model sheet, raise_discount

Minimum check

$25K

TODO(offer): confirm final floor with counsel

Target close

Aug 31, 2026

rolling close, two tranches

Model sheet, raise_close_date

LAST UPDATED 2026-04-22

The instrument is a post-money SAFE on the YC standard form, unmodified. Post-money rather than pre-money because the math is transparent to every investor on the cap table (ownership on conversion is exactly the SAFE amount divided by the cap) and because the Series A lead will price the round against a clean, readable stack rather than a thicket of pre-money overlaps.

SAFE rather than priced preferred because we are raising inside a seed extension, not a priced seed. A priced round at this stage would force an early 409A, a board seat conversation, protective provisions, and two months of legal that does not make the product better. The SAFE defers that work to the Series A, which is where those mechanics earn their keep. The cap is the anchor; the discount is the kicker; everything else waits.

No maturity date, no interest accrual, no MFN-breaking side letters, no board observer seats. The full document is the unmodified YC post-money SAFE with a single pro-rata side letter for checks at or above $250K. Counsel has reviewed.

Cap and discount, worked at three Series A prices

Each row fixes a Series A post-money price. Columns show the per-share price the SAFE holder receives under the cap, under the discount, and the effective price (the lower of the two). A SAFE investor always gets the lower.

	Series A post-money	Series A price	Price at cap	Price at 20% discount	SAFE price
Series A at $25M	$25.0M	$1.000	$0.720	$0.800	$0.720 (cap)
Series A at $36M	$36.0M	$1.000	$0.500	$0.800	$0.500 (cap)
Series A at $20M	$20.0M	$1.000	$0.900	$0.800	$0.800 (discount)
Series A at $18M (flat)	$18.0M	$1.000	$1.000	$0.800	$0.800 (discount)

Worked examples ignore option-pool top-ups and assume a single pre-A SAFE class. The real conversion math includes the pool true-up; the ranking of cap vs discount is the same either way. The SAFE always takes the lower of the two.

The cap is the anchor on upside, the discount is the anchor on downside. The SAFE holder always takes the lower implied price. A generous cap paired with a small discount (10%) is a common alternative; we chose 20% because it gives an honest discount in the flat-round case without requiring the Series A to be a home run to be a good seed outcome.

Close flow, first conversation to wire

Time estimates on each edge are typical, not guaranteed. The PIN gate between tier 1 and tier 2 exists so line-item financials and the cap table stay behind a second consent step.

Pro-rata rightsSide letter at $250K+ checks. Standard pro-rata on the next priced round.

Checks at or above $250K receive a pro-rata side letter that preserves the right to maintain ownership percentage in the next priced round. The mechanic is standard: on the Series A, the pro-rata right lets the SAFE holder purchase up to their fully-diluted ownership share of the new round on the same terms as the lead.

Smaller checks do not receive an individual pro-rata. The SAFE still converts at the cap or discount, and the SAFE holder is welcome to participate in the Series A alongside other investors on the new-money terms, but the contractual right to maintain ownership is reserved for the $250K+ participants. This is a deliberate choice to keep the Series A cap table clean.

Pro-rata rights are assignable by the SAFE holder with written consent, which will not be unreasonably withheld. Assignment lets a fund pass pro-rata to an affiliated vehicle without renegotiation.

MFN clause (most-favored-nation)Every SAFE in this round gets the best terms offered to any SAFE in this round.

Every SAFE issued in this round carries an MFN provision. If the company issues a later SAFE in this round with a more favorable cap, discount, or side-letter term to any other investor, that better term flows back to every SAFE holder in the same round at their election.

MFN applies only within the round. It does not reach into the prior seed, into a bridge, or into the Series A. The boundary is the raise: anything signed as part of the $3.0M seed extension is in; anything signed as a separate instrument is out.

Practically, the MFN gives early participants confidence that they are not being out-negotiated by a later, larger check. It also signals a pricing commitment: we do not plan to issue better terms later in the round, and the MFN makes that commitment enforceable.

Close schedule and tranchesRolling close in two tranches. First tranche before the Founding-100 milestone. Final close August 31, 2026.

The round closes on a rolling basis, which means every signed SAFE counts from the day it wires rather than waiting on a single orchestrated close date. The target is $3.0M total by August 31, 2026. Funds are usable the moment they land; we do not hold SAFE proceeds in escrow past the countersignature.

Tranche schedule

	Tranche	Target size	Window	Milestone gate
Tranche 1	First close	$1.5M	Through May 31, 2026	Founding-100 cohort live (Month 3)
Tranche 2	Final close	$1.5M	June 1 to August 31, 2026	COPPA Safe Harbor filed (Month 6)

Target close date in the model sheet is 8/31/2026 (raise_close_date). The two-tranche split is operational policy; both tranches share cap, discount, and MFN. There is no price step between tranches.

If the round is oversubscribed before the final close, participation is allocated in order of signed NDA plus wire instructions received, with preference to checks that carry pro-rata rights and to partners who accelerate diligence. We will not re-open at a higher cap inside the round.

Information rightsMonthly founder update, quarterly financials, annual tax documents. Standard SAFE-holder information set.

Every SAFE holder receives a monthly founder update with the shape of the last 30 days (product, metrics, team, capital, one surprise). The update is short, written, and consistent. It is the one rhythm we commit to keeping through every stage of the company.

Quarterly financials include ARR, cash, burn, and a scenario-tagged variance narrative against the model. They are delivered within 45 days of quarter-end. Annual tax documents (K-1 equivalent at conversion, 409A disclosures as applicable) are delivered within the statutory windows.

Major investors (checks at or above $250K with the pro-rata side letter) additionally receive an annual cap-table snapshot, a capital plan refresh, and a direct line to the founder for timed check-ins. No quarterly board packet, no Excel model with a dozen unused tabs. What the company actually runs on is what the investor actually sees.

Plain post-money SAFE. Cap, discount, close schedule.

Cap and discount, worked at three Series A prices

Close flow, first conversation to wire

Tranche schedule

See also

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