Working sale scenario — confirm: $5.0–20.0M,
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 you already have
What the bridge gives you
SPV / Security
Kimono.Bridge.LLC holds shares contributed by Titus and potentially Sutha. Ten percent of every wire buys founder common at $0.10 per share; Option B for Nate uses 20% and Option C uses 30%. Titus supplies whatever Sutha does not. The balance becomes the Bridge SAFE. The SPV pays Titus’s creditors at his written direction and, if Sutha participates, makes Sutha’s distribution under his waiver. Titus retains voting control over the SPV-held shares.
BTC FUNDING CALCULATOR
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Today’s spot is illustrative — the actual USD SAFE amount is set from BTC/USD spot at close. This calculator updates Trent’s bridge cheque above.
Secondary — the higher-upside piece
Common value at this sale
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Fixed secondary price: $0.10/share
Secondary return on full right
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Bridge preference at this sale
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Secondary queue
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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 tiered preference, then existing SAFEs, then common stock. The floor is capped at $3.0M,
paid before all SAFE distributions, capped at $3.0M, and shared only by people actually employed by Kimono when the sale closes. Anyone who has left forfeits their share.
Your bridge cheque
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Your existing holdings
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Included secondary purchase
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Total position at this sale price
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Outcome 2 — we raise instead, build for a bigger later exit
No sale, so no payout yet. The tiered 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
Every bridge cheque gets at least 2x. Nate’s selected $1M structure determines the higher tiers shown on his page. Other tier access is at Kimono's discretion. The active Kimono team is paid first, up to $3.0M. Then your cheque gets paid ahead of every existing SAFE and all common stock. Only people actually employed by Kimono at the sale closing participate; anyone who has left forfeits their share.
SAFE at the $10.5M cap. Same 2025 form Neal and Nate already hold. One short side
letter for the tiered change-of-control preference. Nothing new to read.
Founder secondary via Kimono.Bridge.LLC. Titus, and potentially Sutha, contribute shares to the SPV.
One wire to Kimono: normally 90% becomes a Bridge SAFE and 10% buys founder common at 10 cents per share. Option B for Nate is 80% / 20%; Option C is 70% / 30%. Titus supplies whatever Sutha does not.
No secondary cash enters Kimono.
If we raise instead of selling, the SAFE converts at the $10.5M cap on a qualified $2.5M+
financing; the preference goes away automatically.
The bridge only funds if aggregate commitments reach $400,000. Below that, all wires return.
Existing SAFE holders have 10 business days to request additional bridge participation. Kimono may accept allocations up to the aggregate round amount, in its discretion.
YOUR BRIDGE SECURITY
SAFE: your new bridge cheque uses the same 2025 post-money SAFE form, at the $10.5M cap.
Side letter: the tiered sale preference is documented separately and expires on a qualified financing.
New warrants: none. Issuing new warrants would require charter/cap-table work while the 409A and equity-plan records are being reconciled. The bridge instead delivers its economics through the $10.5M SAFE cap and tiered sale preference. Existing 2024 and 2025 warrants held by Hal and Neal are unchanged and not modeled here.
Waterfall: debt, employee & founder floor (25%, capped at $3.0M and limited to people actually employed at sale closing), tiered SAFE preference, existing SAFEs, then common.
Secondary — SPV structure
Titus, and potentially Sutha, contribute shares to an SPV. Bridge participants buy the SPV's economic interest; Titus manages and votes the underlying shares.
$400,000
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Titus manages and votes
$100,000
Underlying share value, less $100,000 pro rata
SPV pool: activates at a $400,000 bridge close and equals 16% of the bridge,
capped at $160,000. 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
Each bridge participant purchases secondary common from Kimono.Bridge.LLC equal to 10% of their bridge cheque, at $0.10 per share. This is part of the total cash commitment and does not enter Kimono.
Up to 10% of existing investment
Pro rata if oversubscribed
One wire to Kimono: normally 90% becomes a Bridge SAFE and 10% buys founder common at $0.10/share. Option B for Nate is 80% / 20%. Kimono passes the stock portion through to the SPV.
What a buyer's slice is worth
If we raise instead of sell
Preference after a raise
Gone
Conversion makes the cash-out right go away automatically — 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 / 2.5x / 3x
None
Existing SAFE holders: 10 business days from first close to request additional bridge participation. Kimono may accept allocations up to the aggregate round amount, in its discretion. New investors are case by case.
Employee & founder floor: 25% of net sale proceeds after debt and fees, capped at $3.0M and paid before all SAFE distributions. It is allocated pro rata only among founders, officers, and employees actually employed by Kimono when the sale closes; anyone who has left forfeits their share. 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 $1.0M floor.
Reference & method
COMMON
Existing SAFEs — mixed $10.5M / $14.5M caps
The working schedule carries 17 listed funding entries totaling $1.9M. Carta reports 23 instruments; six instrument-level records remain to be reconciled before documents are final.
Order of payment: debt → employee & founder floor (25% of net proceeds, capped at $3.0M and limited to people actually employed at sale closing) → bridge SAFE preference → existing SAFEs → common. Nate’s selected structure controls his displayed tiers; other enhanced tiers require a separate Kimono decision.
The model uses the better of that preference and as-converted value.
Cash-out to SAFEs below their caps is then followed by 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 tiered change-of-control preference.
The side letter confirms that the founder & employee floor is paid first in this waterfall.
New warrants: none. Issuing them would require charter/cap-table work while the 409A and equity-plan records are being reconciled. The bridge economics instead come through the $10.5M SAFE cap and tiered sale preference. Existing 2024 and 2025 warrants held by Hal and Neal are unchanged and not 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.