Y Combinator Shareholder Agreement

Kirsty: Yes. All right. Yes. The 5% and 10% are therefore based on the upper limit of assessment in the SAFE. Assuming that the rated round rating is above the rating ceiling in the SAFE, this is only taken into account in relation to the SAFE and is only associated with existing shareholders. If, in the very rare cases, the price round is below the SAFE valuation cap, SAFE investors will actually get a better deal because they will sell their stake. Their SAFES are converted at the same price as Series A investors, which has a price below the valuation cap. So there is actually potential for an increase in the situation. This percentage may be higher if the price round is valued at a price below the upper limit of the SAFE.

We have a standard agreement for all our investments. We are investing $125,000 in a simple “post-money” agreement for future equity and entering into an agreement with the Company and the Founders that sets out certain policies and rights specific to YC, including a right to invest in future rounds of financing of the Company (the “YC Agreement”). Y Combinator introduced the Safe (simple deal for future actions) at the end of 2013 and has since been used by almost all YC startups and countless non-YC startups as the primary fundraising tool at an early stage. Kirsty: So the question is, does the 10% come from the founders or collectively? And you`ll see right away that this will dilute existing shareholders and SAFE holders, but it doesn`t dilute the new money. Kirsty: That`s right. So the question is that at present, only the founders are watered down. And yes, that`s exactly it, because it`s the construction of post-money SAFE. All the latest news. The latest SAFE investors do not dilute previous SAFE investors. It only dilutes existing shareholders. And at this point, only the founders are the existing shareholders.

Kirsty: Well, in this example. So the question is why they have different post-monetary valuation ceilings. And in this example, you know, it could be for a number of reasons, but in this example, we`re going to assume that it happened maybe a month after the startup and maybe six months after the startup and more in the business and so there`s a little less risk, so the company was able to negotiate a different cap. But things change across the company and it`s perfectly fine to have different ceilings because, as you can see here, you calculate everything separately and then add it up. All right. So one company raised $1 million. The first thing it will probably have to do with this money is to hire people. And if you hire employees, you`re likely to give them some fairness.

So, in this example, at this point, the company creates an option pool, also known as an AESOP or employee incentive plan. There are many different names for this. And in this example, they created a plan or pool that contains 750,000 shares, and they issued out of their 650,000 shares to the first employees. This has now changed their capitalization chart because they have issued shares. And the fact that more shares are being issued means that the capitalization table is changing because we now have more shareholders. And so now we have a total of 10 million shares that. Completely diluted in this case essentially means the combination of issued and deferred commissions in the option pool. So now we have our founders, instead of owning 100%, 92.5% of the company. And the option plan represents a total of 7.5% of the company. But remember these SAFE. So these founders don`t really have 92.5% because they also sold 15% of the company.

And so they actually own less than the 92.5%. They actually own 85%, or about 78.6%. So, again, this is where it becomes dangerous for the founders. When they forget about SAFE, the founders sit there and say, “Well, I own 92.5%. That`s great. I still own a lot of parts of the company. And they have forgotten about SAFE And the dilution they will get out of them. So it`s very important to keep track of how much you sold on your SAFE so you can do that calculation and say, “Actually, I don`t have a 92.5%.

I have 85% because I sold 15% of the company. But it is also true that these figures have been watered down by these SAFE. As you will see in a moment, these numbers are also changing. You can download the safe here: www.ycombinator.com/documents man: What if you had gone crazy and sold 85% of your business and the valuation ended up being lower? What can happen to shareholders? All right. So now we understand SAFE And how they are composed. We will talk about dilution and understand how your capitalization tables work. All right. So we`re going to go through that process. So, we`re going to start our business, which Carolyn talked about from the beginning of the startup school course, I think, so I hope it won`t be anything new for you. Next, we`re going to talk about what happens when you raise money on SAFE, some SAFE post-money, and then we`re going to talk about what happens when you hire people and start spending equity on employees. And then the company will make a price tour.

And then what happens to the capitalization table? And now I warn you. This starts to get into the math part of the whole thing, so turn on your brain and keep focusing. All right. So, induction. So say it`s a very simple company, there are two founders, and they share their shares equally between the two. So, in this example, each founder owns 4.625 million shares. Thus, a total of 9.25 million shares are issued and each founder holds 50%. It`s pretty simple, isn`t it? And at this point, in order for them to own these shares, the founders have done the paperwork, they have granted these shares through a limited share purchase agreement and there is an acquisition on these shares as was discussed with Carolyn earlier in the price. All right. So the next thing that will happen is that this company raises money for a SAFE post-money, and they have collected from two investors. So the first investor comes in pretty early and they invest $200,000 at a valuation cap of $4 million after the money. And then, a little later, Investor B comes in and puts $800,000 at a valuation cap of $8 million after the money.

So, if you remember our formulas, the property that investor A has at this point is the amount of money they have invested, divided by the post-money valuation cap that gives them 5% of the business. The same goes for investor B, 800,000 out of 8 million, which gives them 10% of the company. In total, the founders sold 15% of the company at that time. Even if it doesn`t change the actual capitalization chart because these are not shares at the moment, it`s just a SAFE, it`s just a promise to give shares in the future, the founders should know by this time that they have sold 15% of the company. And if they have sold 15% of the company, they can no longer own 100% of the company. Instead of the founders earning 100% of the company together, they have been diluted by the 15%, so that they fall to 85% of the company. So it`s important to have this in your brain when you`re raising money, because while the cap chart, as I said, doesn`t change, the fact that you just sold 15% of the business is an important fact and it`s an important thing to know because you want to make sure you don`t sell too much of the business. because you know there will be a lot of future fundraising that will work with the company and so there will be more dilution in the future. Is everyone satisfied with how we have reached that 15%? Yes, the question. Equity must be divided evenly, because all the work is in front of you.

We invest in American, Caymanian, Singaporean and Canadian companies. We have founders applying to YC from all over the world, and many have already registered in their home countries. We introduce founders to lawyers who can develop the best process to start a business (or parent company) in a jurisdiction where we can invest. Often, founders retain their original entity as a subsidiary of a new parent company and the original entity will continue to operate in their home country. Man: If you take a bunch of money for bootstrapping. Do you recommend being part of the pre-assessment or should it be..? All right. So when we talk about pre-money and post-money, we`re basically talking about the same thing. It`s just another way to express it, to explain it. And so the formula remains the same for SAFE in both price cycles.

Thus, the pre-monetary valuation plus the amount of money collected corresponds to the post-money valuation of the company. All right. So if you have a $5 million pre-money valuation and you raise $1 million, the company`s post-money valuation is $6 million. All right? And it`s important to remember that right away. .