Working sale scenario — confirm: $8–20M,
with cash and/or acquirer equity. Drives every tab.
Investor returns
Secondary — sell side
Secondary — buy side
Raise path
Terms & everyone
Investor pages
You give this money — what do you get back
Pick who this is for. Works for anyone writing a bridge
cheque — a current investor or a brand-new one — on identical terms.
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What the bridge gives you
Outcome 1 — bridge now, Kimono sells
The cash waterfall comes first: debt, then the 25% employee & founder floor
on net proceeds, then the bridge's flat 2x preference, then existing SAFEs, then common stock. The floor is uncapped,
paid before all SAFE distributions, and shared only by people actively employed when the sale closes.
On the new money only
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At a $10M sale — their total
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Outcome 2 — we raise instead, build for a bigger later exit
No sale, so no payout yet. The 2x preference disappears
automatically — it converts into ordinary equity at the selected SAFE cap alongside every other SAFE,
same as their old paper. The numbers below are what that ownership would be worth
if a later sale happens at these prices. A new lead investor in that round dilutes
everyone by some amount not shown here.
Outcome 3 — Kimono becomes a durable, profitable business
No cash on a schedule — companies at this stage essentially
never pay dividends. The return here is the ownership itself, realised later through a sale, a
structured buyback, or a distribution if the board ever declares one. Treat it as "worth
something eventually," not as an annuity with a number attached today.
Outcome 4 — other ways this goes
They sell their position privately to a later investor before any company-wide
event — possible once Kimono has priced equity behind it, not guaranteed to find a buyer.
Down round or recapitalisation — a future raise below today's price, which can
reprice or subordinate this paper depending on its terms at the time.
Acquihire — the team joins an acquirer for a modest sum, mostly staff retention
packages. SAFE and common holders typically see little to nothing.
Outcome 5 — Kimono fails
The SAFE converts alongside the other SAFEs in whatever
is left — but in a genuine shutdown there is usually nothing left after debt.
Realistic expectation: they lose the — they put in.
THE TERMS, IN PLAIN ENGLISH
Your money comes back at 2x, first — flat, whether the sale is $5M or $50M. Paid after debt and the 25% employee & founder floor,
then ahead of every existing SAFE and all common stock.
SAFE at the $10.5M cap. Same 2025 form Neal and Nate already hold. One short side
letter for the flat 2x preference. Nothing new to read.
Founder secondary via Kimono.Bridge.LLC. Titus and Sutha contribute shares to the SPV.
Your bridge participation earns pro-rata subscription rights, up to 10% of your existing Kimono investment at 10 cents per share.
No secondary cash enters Kimono.
If we raise instead of selling, the SAFE converts at the $10.5M cap on a qualified $1M+
financing; the preference extinguishes automatically.
The bridge only funds if aggregate commitments reach $400K. Below that, all wires return.
Existing SAFE holders have 10 business days to participate on these terms, up to 100% of
their existing SAFE balance. If demand exceeds the available secondary supply, allocations scale pro rata to the elected buyers’ secondary rights.
HOW THE SPV WORKS
Kimono.Bridge.LLC holds shares contributed by Titus and Sutha. Bridge participants receive pro-rata subscription rights up to 10% of their existing Kimono investment at 10 cents per share. The pool is $64K at the $400K minimum close and scales to a $160K cap. No subscription cash enters Kimono; the SPV pays Titus’s creditors at his written direction and makes Sutha’s distribution under his waiver.
YOUR BRIDGE SECURITY
SAFE: your new bridge cheque uses the same 2025 post-money SAFE form, at the $10.5M cap.
Side letter: the flat 2x sale preference is documented separately and expires on a qualified financing.
New warrants: none. Existing 2025 warrants are separate and not modeled here.
Titus and Sutha contribute shares to an SPV. Bridge participants buy the SPV's economic interest; Titus manages and votes the underlying shares.
$400K
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Titus manages and votes
$100K
Underlying share value, less $100K pro rata
SPV pool: activates at a $400K bridge close and equals 16% of the bridge,
capped at $160K. Titus receives 5/8 and Sutha 3/8. This is not company cash.
SPV contribution and use of proceeds
The SPV pool scales with the bridge: Titus contributes 5/8 and Sutha 3/8 of the shares required at $0.10.
Kimono seeds the SPV with Titus's portion, which the SPV lends to Titus and pays to creditors at his written
direction. Buyer subscriptions repay Kimono; Sutha receives his SPV distribution under the confirmed waiver.
Secondary — buy side
Bridge investors may subscribe to Kimono.Bridge.LLC up to 10% of their existing Kimono investment, at 10 cents per share. These funds do not change the bridge cheque.
Up to 10% of existing investment
Pro rata if oversubscribed
Only bridge participants may elect. Each may subscribe for up to 10% of their existing Kimono investment at $0.10/share.
If election demand exceeds available seller supply, allocation is pro rata by each electing buyer's total capital: existing investment plus new bridge cheque.
What a buyer's slice is worth
If we raise instead of sell
Preference after a raise
Gone
Conversion extinguishes the cash-out right. Automatic — nothing to sign.
Carve-out after a raise
Gone
Sale-window only. Expires by its own terms.
Management after conversion
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Titus, Sutha and Alek combined — after SPV contributions — before new-round dilution.
Deal terms
SAFE — $10.5M cap
2x flat
None
Existing SAFE holders: 10 business days from first close to participate on these terms, up to 100% of their existing SAFE balance. New investors are case by case.
Employee & founder floor: 25% of net sale proceeds after debt and fees, uncapped and paid before all SAFE distributions. It is allocated pro rata among founders, officers, and employees actively working at Kimono when the sale closes; former employees are excluded. The board sets and reconfirms final participant weights from the then-current cap table.
Who bridges
Company compensation — separate from the secondary
Where the money goes
Everyone, at every price
Red = Titus below his $1M floor.
Reference & method
COMMON
Existing SAFEs — mixed $10.5M / $14.5M caps
The working schedule carries 17 listed funding entries totaling $1.92M. Carta reports 23 instruments; six instrument-level records remain to be reconciled before documents are final.
Order of payment: debt → uncapped employee & founder floor (25% of net proceeds) → bridge SAFE preference (greater of 2x or as-converted)
→ cash-out to SAFEs below their caps → residual pro rata across common and converting SAFEs.
A post-money cap means a SAFE owns amount ÷ cap of the company, returning exactly 1x at a sale
equal to its cap. Conversion is resolved iteratively — each holder's choice changes the residual
the others share.
New bridge instrument: SAFE at the $10.5M cap, plus a side letter for the flat 2x change-of-control preference.
The side letter confirms that the founder & employee floor is paid first in this waterfall.
Warrants: none are part of this bridge or modeled here.
Excluded: tax, cash-versus-stock mix in an acquisition, and any terms not yet papered in the side letter.
Locked investor pages
Review the exact recipient view here. When sending, share only the relevant individual link.