Kimono — Bridge Model

• 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/$8M; $1M gives old money 2x/$8M 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.

Spot is illustrative. The actual USD subscription amount is fixed from BTC/USD spot at close; after that, all SAFE and return calculations are in USD.