Kimono — Bridge Model
One wire. One waterfall. Every return below comes from the same engine.
1. Choose the wire
2. Choose the sale price
3. What you get back
4. What you already hold
5. What participation changes
6. Detail — how the protection works
Cash and/or acquirer stock enters the sale waterfall. Cash satisfies the bridge Cash-Out Amount first, to the fullest extent available.
The special sale rights go away. The Bridge SAFE converts at $10.5M; existing SAFEs follow their ordinary financing terms.
If no financing or sale closes, every position can be worth $0. The protections allocate sale proceeds; they do not guarantee that proceeds exist.
Payment order at a sale
$225K debt and closing claims → 25% employee/founder floor, capped at $3M → new Bridge SAFE preference → Nate’s old SAFEs under the selected rung → other participating SAFEs → non-participants → secondary cost-floor top-up → 29,000,000 common shares.
Three protections
$8M sale floor. The model’s normal range starts there. Cash first. Mixed consideration uses cash for the preference first, as far as available. Stock money-back floor. At an $8M+ sale, the founder stock returns no less than its $0.10 purchase cost.
The $1M re-price — two gears
2x the existing $1,076,000. This governs until conversion becomes better.
The sale-only re-cap increases Nate’s conversion share by roughly one third and keeps growing with the sale price.
Open secondary and the ladder
Ten percent of the wire buys founder shares at $0.10. More shares may be available at the same price; the biggest cheque gets first call, and Titus may sell additional personal shares if that helps close the round. The ladder is simple: more new capital earns better treatment of old money.
Closing mechanics
$400K aggregate minimum close. Existing holders have a 10-business-day participation window. The investment is documented with the existing SAFE form plus a short side letter and the secondary stock-purchase documents.
7. Terms and downside
- One wire: 90% becomes a Bridge SAFE at the $10.5M cap; 10% buys existing founder common at $0.10 per share.
- The 10% stock purchase is inside the wire, never added to it. A $350,000 wire is $315,000 to Kimono and $35,000 of stock.
- Waterfall: $225,000 debt/claims/fees → employee & founder floor → Bridge SAFE preference → participating old SAFEs → non-participating old SAFEs → secondary cost-floor top-up → common.
- The employee & founder floor is 25% of what remains after debt, capped at $3M, and only for people employed when the sale closes.
- The Bridge SAFE pays 2x through a $10M sale. Qualifying holders receive 2.5x above $10M and 3x above $20M. The Cash-Out Amount is satisfied from cash consideration first, to the fullest extent available.
- The upper tiers require a wire of at least 50% of the investor’s existing SAFE purchase amounts. New investors require a separate written agreement.
- Nate’s ladder: $350K leaves old money at 1x/original caps; $538K gives old money 1.5x at its original caps with no re-cap; $1M gives old money 2x/$8M, a 3.5x top tier on new money, and first refusal on remaining secondary. Sale only.
- At any sale at or above $8M, secondary shares return no less than their $0.10 cost; any shortfall is topped up immediately before common.
- A $2.5M+ qualified financing ends the side-letter rights; every SAFE then follows its own financing terms.
- The round closes only when aggregate wires reach $400,000. Otherwise wires return.
- Existing holders have ten business days after the initial close to request more; Kimono accepts allocations in its discretion.
Below the $8M sale floor, the model remains available only as a downside inspection. In a shutdown, all positions can be worth $0.
Full-participation stress test
Internal only. Each new cheque is a separate decision. Nate’s $538K and $1M old-money packages are bilateral; they appear only here and on Nate’s page.
Source scenarios
Control — votes and economics are different
| Holder | Shares | % common |
|---|---|---|
| Titus | 13,523,812 | 46.6% |
| Nate | 2,351,904 | 8.1% |
| Total common | 29,000,000 | 100% |
SAFEs do not vote. The side letter changes only sale economics. Any financing conversion uses the original SAFE terms because the side-letter rights terminate on a $2.5M+ qualified financing.
Locked model terms
| Input | Model value |
|---|---|
| Debt, claims and fees | $225,000 |
| Employee & founder floor | 25% after debt, capped at $3,000,000; employed-at-closing only |
| New Bridge SAFE | 90% of wire; standard 2x / 2.5x / 3x preference with 50% gate; Nate $1M top tier is 3.5x |
| Founder stock | 10% of wire; $0.10/share; transferred, not issued; $0.10 cost floor at an $8M+ sale |
| Nate at $538K | Existing SAFEs: greater of 1.5x or conversion at their original caps; no re-cap |
| Nate at $1M | Existing SAFEs: greater of 2x or $8M sale-only conversion; first refusal on remaining secondary |
| Other participating SAFEs | Greater of 1x or applicable-cap conversion; 25% participation protects payment priority |
| Non-participating SAFEs | Greater of 1x or own-cap conversion |
| Common outstanding | 29,000,000 in every scenario |
| Sale floor | $8,000,000; cash and/or acquirer equity; cash-first preference |
Source register
| Source | Status | Supports |
|---|---|---|
| Kimono Bridge - Nate.docx | Working source, 17 Aug 2026 22:09 UTC | Nate asks and acceptance totals |
| Kimono Bridge SAFE Side Letter v6.docx | Working legal draft, 17 Aug 2026 22:09 UTC | Wire, tier gate, waterfall, old-money package, minimum close |
| Carta pull supplied 16 Aug 2026 | Current cap-table input | Existing holdings and 29M common |