Cap Table &
Term Sheet
Current capitalization, proposed SAFE terms, and pro forma ownership following the $1.2M seed financing.
Pre-Financing Cap Table
| Shareholder | Membership Units | Ownership % |
|---|---|---|
| Founder (Rick Galbo) | 10,000,000 | 100.00% |
| Total Outstanding | 10,000,000 | 100.00% |
Entity Information
No outstanding convertible instruments, options, warrants, or debt obligations. Single founder with 100% ownership.
SAFE Financing
SAFE Terms Explained
Post-Money Valuation Cap
The SAFE converts to equity at the lower of: (1) the valuation cap ($12M post-money), or (2) a discount to the next priced round (no discount in this case). This effectively prices the seed round at $12M post-money, giving investors 10% ownership.
Pro-Rata Rights
Investors have the right (but not obligation) to maintain their percentage ownership in future financing rounds by participating in those rounds.
Most Favored Nation (MFN)
If we issue subsequent SAFEs with better terms before conversion, existing SAFE holders can elect to adopt those terms.
Post-Financing Cap Table
Immediate Post-Close
| Shareholder | Ownership % | Implied Value |
|---|---|---|
| Founder | 90.00% | $10,800,000 |
| Seed Investors (SAFE) | 10.00% | $1,200,000 |
| Total | 100.00% | $12,000,000 |
With Reserved Option Pool (Series A Assumption)
At Series A, we expect to establish a 15% option pool. Typical convention is for this to come from pre-money:
| Shareholder | Ownership % |
|---|---|
| Founder | 76.50% |
| Seed Investors | 8.50% |
| Option Pool | 15.00% |
| Total | 100.00% |
Use of Funds
| Category | Amount | % of Total |
|---|---|---|
| Product Development | $480,000 | 40% |
| Marketing & Sales | $300,000 | 25% |
| Infrastructure | $240,000 | 20% |
| Working Capital | $180,000 | 15% |
| Total | $1,200,000 | 100% |
Detailed Breakdown
Product Development ($480K)
- Engineering hires (Lead Engineer, Backend Engineer)
- Platform development and feature expansion
- Data provider integration expansion
Marketing & Sales ($300K)
- Content marketing and SEO
- Paid acquisition (Google, LinkedIn)
- Community building and events
- Marketing hire (Month 6)
Infrastructure ($240K)
- Cloud computing (AWS)
- Data feed subscriptions
- Development tools and services
- Compliance and legal infrastructure
Working Capital ($180K)
- Operating buffer
- Strategic reserves
- Opportunistic spending
Corporate Conversion
Wayy Research will convert from Delaware LLC to Delaware C-Corporation prior to:
- Series A financing, OR
- SAFE conversion event
(Whichever occurs first)
Conversion Implications
- Membership units convert to common stock
- SAFE converts per its terms at conversion event
- Standard protective provisions for investors
- Board structure established (likely 3 seats: 2 founder, 1 investor)