The Worst Start-Up, Ever!

Angel sheet is the worlds first fully-social, AI infused, machine learning toilet paper, on the blockchain.

Behold, Angel Sheet.

Angel Sheet is the worlds first fully-social, AI infused, machine learning toilet paper, on the blockchain. Yes, you heard me correctly.

You see, Angel Sheet does what no toilet paper has done before, optimizing its cleaning mission with artificial intelligence, learning your individual needs and improving with every use.

Best of all, it is on the blockchain; you can buy crypto tokens to securely keep track of your commode progress and only share it with your absolute best friends.

Best of all, Angel Sheet monetizes the back-end data, selling valuable water usage and disease vector data to hedge funds and medical research companies. This data value alone will enable the company to lower the cost to the consumer of the basic TP product close to zero.

Better yet, Angel Sheet will create an advertising marketplace for its basic product, infusing each sheet with paid images of the hottest trends, influencers, or political ads. Because it is fully connected to the Facebook API, it knows your preferences and adjusts automatically to your needs.

We estimate that everyone in the world will have to have it someday, it will replace all TP as we know it.  That means our potential market cap is somewhere between Amazon and Google.

Oh, and did I mention our seed round, pre-MVP valuation range is expected to be somewhere between $500 million and a cool billion. Conservatively.

Authors Note: I came up with this pitiful idea after reading a ton of excellent submissions to our recent accelerator class, interspersed with, well, some Angel Sheet. Enjoy.

3 Economic Rules Every Crypto Start Up Must Obey

There’s a ton of people infusing cryptocurrency and blockchain into traditional businesses and asset classes claiming to have some revolutionary breakthrough when, in fact, the business value proposition is nothing more than, well, bananas.

We see a lot of crypto start-up ideas that go something like this:

“We’d like to put bananas on the block chain and trade them with utility tokens. It will revolutionize produce sales globally. Our pre-money valuation for the seed round is 2 trillion dollars.”

I’ve taken some editorial license here, but you get the idea. There’s a ton of people infusing cryptocurrency and blockchain into traditional businesses and asset classes claiming to have some revolutionary breakthrough when, in fact, the business value proposition is nothing more than, well, bananas.

I thought I’d take the time to put down some basic “cryptonomic” rules to help would-be, block chain titans evaluate if their idea is gold or goop.  It all begins with Ronald Coase at the University of Chicago, Laureate for the 1991 Nobel Memorial Prize in Economic Sciences (yes, it does have a cool sounding official name).

In 1937 (yeah, it takes that long to win the Nobel prize), Coase wrote a paper called the Nature of the Firm that revealed the fact that transaction costs are almost always material and do shape economic transactions.  For example, if it takes too many clicks of the mouse to buy something online (a non-monetary transaction cost of your time), you’ll just go buy something on another website. Transaction costs, while not always monetary, affect our willingness to buy, sell, and engage in a market.

Why does this matter to crypto? Because what crypto and blockchain do, precisely, is reduce transaction costs for certain economic activities. For example, bitcoin makes it possible to transfer money between parties without fees, or oversight from your bank, government, etc. That transaction cost can be high (prison) if you’re a drug trafficker or engaging in some other illicit activity. That is why so much illegal activity is transacted using virtual currencies. They lower the transaction cost of the exchange sufficiently to justify the risk of volatility inherent in virtual currencies. I’m not advocating using virtual currency for illegal activity, I’m just saying that it happens for well-understood economic reason.

Overall, bitcoin is probably the lowest transaction cost method to transfer “money” securely to anyone, anywhere, for any reason, and at any time.

This leads us to crypto start up rule #1 – the use of crypto or blockchain must lower transaction costs for the economic activity it underwrites.

If you’re not actually making it easier to transact an economic activity using your business plan, then you’re not creating consumer surplus above traditional market activities and no one will adopt your platform after the initial hype wears off.

The second rule of crypto start ups is due to a government body that was created as an indirect result of Ronald Coase and his pioneering work on transaction costs: the Securities and Exchange Commission (SEC). Some asset transactions require government oversight to even the playing field in public market transactions. This is because asymmetric information (when one party has inside information about the value of something) leads to fraudsters dumpling worthless assets on less-knowledgeable persons. If this insider trading was allowed, it would impose a major transaction cost on public markets from a fundamental lack of trust between two parties in any asset exchange.

To remedy this, the SEC regulates certain asset classes that are publicly traded to ensure that all information provided from insiders with non-public information about an asset, and have control over that asset, share that information with all market participants simultaneously and do not manipulate markets to their advantage. If you try to create an asset for public trade, and then benefit from trading it with inside information, you will go to jail.

This is rule #2: Don’t go to prison. Sounds simple, but for some crypto folks, this is a difficult idea to master. If you intend to create an exchange for your crypto tokens where they can be held, bought and sold, then you’re business should be regulated by the SEC and you need to hire a regulatory attorney who specializes in crypto assets and make sure that you’re idea is lawful with appropriate disclosures and oversight. This isn’t cheap to do, but going to prison is definitely more expensive.

Hmm, does that mean prison is a transaction cost of criminal activity?  You bet it is!

Now, on to rule number three.

Blockchain is a secure way to share information, plain and simple. If you want to use it for a business purpose, then by so doing it needs to be a transaction where securely sharing information on the blockchain lowers transaction costs sufficiently to act as an incentive to increase underlying economic activity . For example, putting banana information on the blockchain doesn’t really help a person buying them at their local Target store get better information in a manner that is more convenient than the sign at the store; however, securely transmitting point of agricultural origin data may be helpful to Target if they have to certify to their shoppers that the banana is organic and their sign is accurate.

To simplify, rule number three is that blockchain should only be used when it lowers transaction costs to securely share and maintain information critical to the underlying economic exchange.

Now, if you’re a crypto entrepreneur, you still have to abide by the basic rules of good startups (link shamelessly inserted if you missed it before). So don’t think that if you do merely these three things, you’re going to be the next Winklevoss twins and the living is easy. Getting any startup off the ground is still a knife fight in an alley with Andre the Giant and he has a gun (as we often say at Sputnik ATX).

These are just economic realities that any crypto start-up will ultimately have to face, so better to know up front and assess if your idea has merit before you push your life savings into the next banana-crypto debacle.

In summary:

Rule 1:  The use of crypto or blockchain must lower transaction costs for the economic activity it underwrites.

Rule 2:  Don’t go to prison, hire a regulatory attorney and obey the law.

Rule 3:  Blockchain should only be used when it lowers transaction costs to securely share and maintain information critical to the underlying economic exchange.

No go out and make Ronald Coase proud: start lowering those transaction costs crypto entrepreneurs!


Schrödinger’s Start-Up – Why VCs Don’t Sign NDAs or Non-Compete Agreements

Every so often, I get an email from an entrepreneur that starts something like this:

“By reading further, you agree to the terms of our non-disclosure and non-compete agreement”

My immediate reaction is to delete these emails with prejudice.  I am not alone.

VCs get inundated with pitch decks and proposals for new technology.  NDAs or NCAs destroy our ability to freely invest in good ideas, so it is almost impossible to get a VC to sign one.  Asking for one, in and of itself, demonstrates a lack of sophistication on the part of an entrepreneur.

The reality of your start-up, whether you want to admit it or not, is that your idea is not Schrödinger’s cat.  This refers to a paradox first proposed by Austrian physicist Erwin Schrödinger in 1935.

A gross oversimplification of the paradox goes something like this: A cat is in a box with a sensor and poison. You don’t know if the cat is alive or dead. If you open the box to see the state of the cat, the sensor will break the poison and kill the cat. Thus, you don’t know if the cat is alive or dead, and even trying to verify this will result in the outcome of death.

As a start-up company, you may feel like opening the door to someone seeing your idea will kill it, or at the least subject it to competition as others race to replicate your genius, a-la Schrödinger’s feline friend.  The reality is far from that.

As a venture-backed start-up, you may benefit from stealth mode to prevent copying for a season, but ultimately comes a time when your technology must be promoted and made known to the world in order for you to find commercial success.  Growth is the only metric that matters to a VC, and it is impossible to do this if no one can look at the cat, so to speak.

If the time for the world to know your company is not yet arrived, well then, neither is it the time right for me to consider investing in your company.  VCs want to invest when the time-value of their money will produce the best result in the shortest period of time.  That time usually happens when you’re ready to go to market (seed stage) or getting traction and want to scale (A round investing).

So if you think your idea is so awesome that anyone in the world even knowing about it would kill it, then you’re not really ready to talk to VCs yet.  We like to get involved when you’re ready to let the cat out of the bag, and not be Schrödinger’s start-up.

How to Get Your First Sale

The customer’s own emotions and desires should drive the conversation naturally into your solution, not the other way around.

Trying to get your first paid customer can be tough, especially when you have to do more than just sign up for Google AdWords and -gasp- engage with other humans to complete a transaction of goods, services or both. So if you’re start-up model is just getting eyeballs and selling clicks, this post isn’t for you. This article is about how to get a paying customer for anyone who is doing more than just selling advertising on a site.

When you started your company, I will assume that you had an idea for some awesome thing that would generate a ton of consumer surplus. If you don’t know what this is, please read this first. Now, back to your great consumer surplus generating concept, I assume you have. This minimum viable product is untested, so you’re not sure yet if the “baby is ugly”. Truth is, it probably is ugly, and if you do the start-up sales process correctly, you’ll learn helpful product information that will not only help you sell the baby, but get some good plastic surgery to make that baby pretty.

First things first, find the people who you think will want the product/service. You should be able to network naturally into the person with the problem. If you can’t then you probably don’t know the industry well enough to understand their problems, let alone solve them, and it was a bit presumptuous for you to quit your job, mortgage the house, and risk it all on something you didn’t understand.

Networking into the sale usually means that you reach out to friends/acquaintances, or the friends/acquaintances via direct introduction (email or face to face). Just don’t spam the universe on LinkedIn, everyone hates that and it won’t help you as much as a targeted approach on people who can get references on how smart you are, how good your company is, etc. Those references and network information will help overcome the barrier to buy your future customers face.

The barrier to buy is the cost that a customer incurs to do business with you. That isn’t just money that they pay you, but the value of their time, risk to their current business operations, etc. To make a sale, you have to convince someone that the total cost of doing business with you (time, risk, money) is far less than the benefit they will get from using your product. Since most of those factors are not money (easy to often assess by pricing) your future customer will estimate time and risk costs based upon how well you present yourself, how highly your network speaks of you in reference (your reputation) and the apparent ease of doing business with you from their own assessment.
You lower the perceived risk of these factors by responding to emails quickly, dressing appropriately for any face to face meetings, showing good manners (yes, in every classical sense of this), and not interrupting potential clients/customers.

Ok, so lets go to step two, after you’ve networked into the prospective customer, how should you introduce your company? Here are some basic rules:

1. Don’t push a product on the customer, ask them to talk about their problems first. It is sometimes easier to dig a pit and allow a boulder to fall into it, than move the boulder, since gravity is a lot stronger than even the most Popeye-esqe forearms. This means that the customer’s own emotions and desires should drive the conversation naturally into your solution, not the other way around.
2. At some point, you’ll see the opportunity to share how your company can solve the problem. When the customer need discussion opens that door, show how you solve the problem in 10 seconds or less. Brevity and simplicity gives you power. You don’t need to demonstrate every minute feature of your stuff, just put out there your solution in the simplest way, and be OK with a moment of silence after you say it. If the customer responds with curiosity, find out what specifically interests them in the solution, thus getting permission to delve into the part of what you do that they are interested in.
3. Make sure that your short explanation explains the consumer surplus they should expect from your innovation. It should be obvious how the product/service is going to be something they want.
4. Be honest that you just have minimum viable product at this time, and so you would appreciate getting feedback from them on how you can improve the product. It is important that they know you’re building the plane while flying it, so you can manage expectations. Good first customers will give you a lot of feedback and recognize it is in their interest to do so. If a company sees this as a burden, they’re not a good fit for your first sale.
5. Ask at what price they could say yes today (or the soonest their internal sales system permits). For customer number one, it is not about the revenue, it is about credibility and good feedback.
6. If they say no, then ask them why they aren’t interested, and follow up with additional questions so that you can understand how your product-market fit may not be right for this customer.
7. Before you leave, ask who they know that might be interested. Even when you’re getting turned down, they may know who will say yes. Even if they say yes, they may have a friend in the business who you can call next. Referrals are like gold.

And as a final note for some services where you generate a very massive consumer surplus, you may be able to get the customer to pay upfront for a product/service down the road. That is the holy grail, and should be pursued if you can get it, but don’t be greedy. This most often happens in industries where the customer is used to prepaying part or all of the price to get a service, but this isn’t always the case.

I once saw an innovative part manufacturer get a major industrial to pay them for the inventory cost of their first shipment so that they could go into production and deliver something that generated sufficient consumer surplus to cover the cost of capital above the cost of the part. Also, first customers may want to be investors, and the money they invest helps to not only lock them in as a customer but can also provide a potential exit for the sale of the company at a later date. Treat these first customers well!

What Every #Bitcoin Investor Should Learn From a Dictator Named “Awesome”

Bitcoin investors should learn a lesson from Awesome, a dictator who lost his life introducing the one of the world’s first fiat currencies

Bitcoin investors should learn a lesson from Awesome, a dictator who lost his life introducing the one of the world’s first fiat currencies.  A fiat currency is a form of money to exchange goods and services that has no intrinsic value.  For example, a gold coin is not a fiat currency, because it is made of gold, something that has value in, and of, itself.  Paper currency, like the US Dollar, is a fiat currency because the note has no intrinsic value.

Bitcoin has a lot in common with early fiat currencies, so let’s take a second to review fiat currency and take a quick history lesson from one of its early adopters.

First off, how does fiat currency get its value?  Fiat currency has value when:
1.  It has limited supply
2.  People believe it has value
3.  It can be easily transferred to facilitate economic transactions

Right now, Bitcoin meets all three of these standards. There is limited supply due to its unique block-chain encryption standards, people believe it has value from the increasing rate of exchange to the dollar, and it can be transferred easily to facilitate economic transactions using online Bitcoin wallets.  So how did fiat currencies get started and what can we learn from these early currencies about the future of Bitcoin?

In 1294 Gaykhatu (literally, “Awesome” in Mongolian) was the leader of one Hoard of Mongols ruling over what is now Iran, Iraq and Southwest Asia.  Taking his name a little too literally, Awesome decided that he needed fiat currency like that introduced by his distant cousin Kublai in China. 

Awesome was in the middle of a crippling drought in his territory, and after several years of expending all of the royal treasury building a seriously sweet palace (still unfinished, of course), he was broke. When he heard that Kublai was just printing his own money, he saw his path to riches and summoned the Ambassador from Kublai’s court, demanding to see the new paper currency.

So smitten with this idea, Awesome copied the idea and printed his own money.  He liked the notes printed by Kublai so much, he even copied the Chinese characters on them.  He demanded that everyone accept these new notes as currency.  However; Awesome had competing currencies.  He didn’t think about confiscating all the gold and silver currency in circulation and soon discovered that no one wanted his paper money (Kublai at was smart enough to make some of his Chao out of copper to help with the perception of value).

Awesome also launched his new currency during the worst cattle plague his realm had ever encountered, and printing new money at such a tumultuous economic event was just poor form.  Needless to say, no one thought Awesome was awesome.  Riots and violence broke out around his kingdom.

Topping it off, Awesome himself emptied out his treasury of the notes he printed for himself, buying lavish materials for his palace from merchants foolish enough to accept his worthless piles of paper.  Awesome was bankrupt, his markets frozen from the lack of a credible medium of exchange.

In the end, he was pelted with all manner of foul, medieval produce without refrigeration, and openly mocked over the irony of his increasingly worthless name.  His cousin was so angry, he didn’t stop there, he killed Awesome by strangulation with a bowstring and took over his kingdom. Yeah, that ended badly.

So, what does this have to do with Bitcoin?  Bitcoin has value only from the drug dealers, money launderers, illegitimate governments, and black market moguls who see Bitcoin as a valuable exchange to conceal their dirty doings. Like Awesome, these neer-do-wells created a virtual currency that can’t be traced to support their palace building.

And like Awesome, this party will crash back down to earth.  There are two primary structural problems to Bitcoin that will undermine its ability to satisfy all three standards for a fiat currency.

First, quantum computing stands to make any encryption 100% worthless in the next ten years.  We are rapidly approaching a future where there will be no secrets stored on computers, because no computer can encrypt itself sufficiently to prevent a quantum computer from hacking any and all methods designed to protect it, end of story.  This means that the encryption protecting Bitcoin itself, Bitcoin wallets, and any and all servers that are used to process and secure its ownership rights, will all be broken and worthless.  This destroys the fundamental premise of value, to say the least.  Goodbye limited supply!

Second, governments can block people from using Bitcoin as a measure of exchange.  Why would they do this?  Because Iran, North Korea, drug cartels, tax evaders, and money launderers are using Bitcoin to evade sanctions, bank laws, taxes, and pretty much violate every lawful economic law on the books.  They are already starting to do so, in China and South Korea, and the impact of this on Bitcoin value is just beginning.

At the end of Bitcoin, no governments will allow an asset class that has a primary purpose to undermine the faith of their regulated, lawful financial system and allow untraceable and untaxable exchanges of value between two parties.  In short, all these ICOs are a threat to the established global financial system, so the governments who created this system will not permit Bitcoin to stand.  You can’t fight city hall, let alone every major world government.

When these governments begin to go to war against crypto-currencies in earnest, belief that Bitcoin has value will plummet, the ability to use it to exchange goods and services will evaporate, and its demise will be the latest chapter in fiat currency collapse.  When this happens, I hope the Winklevoss twins have good security.  I’d hate to see them go the way of Awesome.

Joe Merrill is an Austin-Texas based venture capitalist at Sputnik ATX and Linden Ventures. Follow his blog at or on Twitter @Austin_VC

Free Money to Go International

International expansion seems spooky and very expensive for a start-up or small business.

It doesn’t have to be.

Don’t get me wrong, if you’re a start-up you should totally focus on the low-hanging fruit at home before you look abroad. However, if you have good traction and are ready to add some sizzle to your B round, a good international growth channel can dramatically expand the size of your addressable market and be easier to execute than you think.

You just need to know what FCS means.

FCS is the Foreign Commercial Service at the US Department of Commerce. Yep, you heard right, the government can help you. While this may be a shock to some people, the US government helps companies grow overseas, and even more shocking to libertarians: they really know what they’re doing.

The FCS has offices all over the world, and in major US cities, like Austin, taco metropole of the universe. These offices maintain commercial networks and cultivate business ties in the communities where they work. They permit US companies to access these networks, and they even screen and set up appointments for you in the countries where you’re looking to expand.

I’m getting ahead of myself and am clearly over excited about this, so let’s start from the beginning: how can you grow internationally?

First off, the world is quite large (I’m sure you noticed) so you can’t roam around willy-nilly and expect to find customers. You need to do a market study. This means that you survey the global market for demand for your product/services and identify areas where your product/service has the largest demand. You then overlap this with places that are import friendly to the US. Add a dash of channel research to identify the leading companies and paths to the customer in that market, and you should be able to analyze and identify the most promising place for you to export your good stuff.

So how do you do all that research? You don’t! The FCS will do this for you, and it is cheap (like a couple hundred bucks cheap). If you were to hire a consultant to do this for you there are two problems:
1. The consultant will be crazy more expensive, like tens of thousands of dollars
2. The consultant will give you bad advice, because no consultant has the breadth, information and experience of the entire US government at their disposal.

Think of it this way, do you want your intel from the government who also runs the CIA, or Barney the sales blogger who you found on the internet? Yep, no contest there. Get the FCS do to this for you.

Now that you have the research and have identified the most promising market, how do you find partners and expertise to enter the market? If you guessed, “ask the FCS”, then you have a cunning grasp for the obvious, and you may have just read about that when I got over excited earlier.

The FCS will, for a modest fee of a couple hundred bucks (see a pricing trend here?), contact companies in the international markets that you’re targeting and pitch them your company and then screen and identify those who are interested in working with you. Best of all, they have a staff of people in the local economy who speak the language and know the culture. No one will be accidentally offending the prospective partner’s family for five generations because they blew their nose at the wrong time.

Next up, setting up appointments to visit them either directly or online. You guessed it, FCS will do this for you also, for the couple hundred bucks we’re just going to mention again so you remember how this works.

Help you get a visa to travel there, yep, FCS will direct you to resources to help with that.

Add you to the local FCS trade show booth to promote your company and make more international connections?  OH YEAH! They do that too.

Give you thousands of dollars in grants to pay for the FCS fees, your travel to the international market, cover the cost of translations, etc, (and yes, this may seem like a bridge too far) but… HECK YEAH, they have block grants for this also.  Free money!

In short, the FCS will pay your company to use their services and even pay for your sales team to go visit and set up your first international sale.

I don’t know any consultant who will do that for anyone. The FCS will educate you on how to export, provide data on where to do it best, set up connections for you in the market, and pay you the money you need to do it (if you get the grant). This is the biggest sales no-brainier ever.

So, why are you still reading this blog post? Go out and contact your local FCS office and get busy exporting!

Yes, I’d like $100,000, but What the Heck is a SAFE Note?

The SAFE note allows Sputnik ATX to invest in your company today, at a price that will be determined in the future.

There are two problems with early stage investing: how much is a company worth when truthfully, it is still worthless; and how can early stage companies protect themselves from over dilution when they are, effectively, worthless.  Two sides of the same intractable coin.

To solve this, VCs and entrepreneurs need a quick and easy way to provide seed funding, without a long, drawn out negotiation, onerous debt covenants, or a crazy valuation that could hurt the investor and/or the entrepreneur. YC came up with a novel way to do this in 2013 called the SAFE note.

When Sputnik ATX funds a company in our program, we give them $100,000 through a SAFE note.  This begs the questions, what is a SAFE note, and why use it?

This article answers these two main questions, and summarizes a few of the terms of the Sputnik ATX SAFE note.

First, what is a SAFE Note?

A SAFE note is a Simple Agreement for Future Equity. This note provides that should we give you funding in the accelerator program, you agree to provide us equity in the future at terms outlined in the note. Think of it this way: Billy sees his friend Mitch enjoying a Popsicle by the ice cream truck but has no money. Mitch offers to give him the money for his ice cream today if he’ll pay him back tomorrow with ice cream of slightly greater value, hopefully Amy’s Ice Cream because that is just the kind of cool person you are.

That is how the SAFE note works, we give you money today, and you give us shares in your company tomorrow, preferably a good deal for both of us because you’re growing fast.

The SAFE notes gives us the right to trade the note for equity (shares in your company) when you raise additional funds in the future in a qualified round of funding that is priced by the future investor.

SAFE notes have some preferred qualities to convertible debt notes. Unlike debt, the SAFE note does not come with onerous restrictions and covenants that risk insolvency, induce regulations, force interest payments, complicate subordination agreements, etc. It sits on your balance sheet as a form of equity. Think of it as happy equity as opposed to angry debt.  Ben and Jerry’s, not frozen ice milk in one gallon plastic tubs.

The SAFE note allows Sputnik ATX to invest in your company today, at a price that will be determined in the future, that you can influence in your favor by channeling your inner worker bee and making honey. No need to haggle over valuation with us now, just get funded and get to work. The note will convert in the future when you raise more serious funding and the value of your company is better understood and defined by you and your future investor.

Why use a SAFE note?

SAFE notes have great economic value to both investors and start-ups. For investors, SAFE notes mean that we don’t have to negotiate valuation with all the companies we’re looking to bring into the accelerator. That is a time killer for both the companies and investors, and the resulting valuation is never better than a poor guess regardless of effort. We punt this decision down the road and agree to just convert the note when that value is clearer, and the investment large enough to justify more precise pricing.

SAFE notes also permit companies to clean up their early-stage cap tables without fear of triggering convertible debt covenants that might prevent them from making needed changes. A cap table (for all you cool rookies out there) is a list of everyone who owns shares in your company, as well as the type of shares, value of those shares, and rights of those shareholders; along with the same information for all debts and debt holders.

We don’t like convertible debt for many reasons: it can lead to sub-optimal decisions to avoid covenant defaults, but also can skew debt ratios for some companies that would benefit from SBA loans in the future. SBA loans are a great way to access cheap funding, so forcing early stage companies to take debt seems like a bad idea for equity holders that would benefit from this.

The Sputnik ATX SAFE Note has a couple of key provisions you should understand. Note: there are more, but these are just the ones we get asked about the most.

  1. The note converts at a 30% discount.  This means that for the $100,000 Sputnik ATX provides you, it will convert in your next round of priced funding as if I gave you $130,000.  That is so that we can capture a small fraction of the value we created before your next funding round.  Given the fact that most early stage companies increase value between 100% and 200% between rounds, we think this is a good deal for the entrepreneur. We’re getting you Ben and Jerry’s today, so make sure to give us some more tomorrow.
  2. The note converts at a maximum valuation (cap) of $4.5mm.  This is to protect us from getting diluted in a scam round with your cousin Vinnie where he invests a small amount of money at some crazy high valuation, just so you can cram us down.  This is, obviously, not cool. Of course, you would never do such a thing to your VCs, so I assume the cap will not bother you.

The real implications of these two provisions are that they only work if you can grow your company value faster than our discount rate (hooray for everyone) and if you’re company isn’t already worth more than $4.5mm when you start the accelerator program.

The hard truth is that many people won’t apply to the accelerator because of this second point.  They think their idea is worth a whole lot more, so we don’t see them.  That is awesome for us, because funding entrepreneurs who have over-inflated valuation bias leads to failed companies (losses) down the road, and we’d like to avoid that kind of investment also.

In this way, our SAFE note is poka-yoke designed to help us screen for entrepreneurs who are in the Sputnik ATX sweet spot: MVP and at least one customer.  These are the makers who are ready to grow, and we are here to help make that happen.

We wouldn’t have it any other way!