Kimono — Bridge Model

One wire. One waterfall. Every return below comes from the same engine.

Draft documents: open the bridge document folder

1. Choose the wire

Total wire
What it does

2. Choose the sale price

Sale price
$8M floor is on. The price may be cash plus acquirer stock. Bridge preference is satisfied from cash first, to the fullest extent available.
$8.0M floor$20.0M

3. What you get back

Whole position
Old holdings + new SAFE + founder stock.
On new money
Improvement versus sitting out ÷ this wire.
On everything invested
Total back ÷ old capital plus this wire.
New SAFE preference
Tiered preference on the 90% SAFE portion, subject to the available pot.
Founder stock value
At an $8M+ sale, the secondary cost floor protects its $0.10 purchase cost.

4. What you already hold

5. What participation changes

New money
2x through $10M; qualifying holders receive 2.5x above $10M and 3x above $20M.
Existing SAFEs
Standard
At $538K: 1.5x / $8M. At $1M: 2x / $8M. Sale only.
Payment order
In first
Participants’ old SAFEs rank ahead of old SAFEs held by people who sit out.
The $8M re-cap applies only to a Change of Control. It does not change conversion in a priced financing, current ownership or current votes.

6. 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/$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.

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.

Total wires
Bridge preference stack
Working allocation cap
~$1.4M
Company retains sole discretion.

Source scenarios

Control — votes and economics are different

The $8M re-cap is sale-only. It does not apply in an Equity Financing, does not change fully diluted financing ownership, and does not move votes.
Voting — common only
HolderShares% common
Titus13,523,81246.6%
Nate2,351,9048.1%
Total common29,000,000100%
What does not move
Votes

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

InputModel value
Debt, claims and fees$225,000
Employee & founder floor25% after debt, capped at $3,000,000; employed-at-closing only
New Bridge SAFE90% of wire; 2x / 2.5x / 3x Change-of-Control preference with 50% gate
Founder stock10% of wire; $0.10/share; transferred, not issued; $0.10 cost floor at an $8M+ sale
Nate at $538KExisting SAFEs: greater of 1.5x or $8M sale-only conversion
Nate at $1MExisting SAFEs: greater of 2x or $8M sale-only conversion; first refusal on remaining secondary
Other participating SAFEsGreater of 1x or applicable-cap conversion; 25% participation protects payment priority
Non-participating SAFEsGreater of 1x or own-cap conversion
Common outstanding29,000,000 in every scenario
Sale floor$8,000,000; cash and/or acquirer equity; cash-first preference

Source register

SourceStatusSupports
Kimono Bridge - Nate.docxWorking source, 17 Aug 2026 22:09 UTCNate asks and acceptance totals
Kimono Bridge SAFE Side Letter v6.docxWorking legal draft, 17 Aug 2026 22:09 UTCWire, tier gate, waterfall, old-money package, minimum close
Carta pull supplied 16 Aug 2026Current cap-table inputExisting holdings and 29M common