Map-first group-plans app, NYC. YC post-money SAFE, $25K check. pinned.social
The cap is the only economic term: no discount, so in a flat or down next round Daxos converts at the same price as new money and got nothing for being early. The cap only pays if the next priced round clears $12M.
What $12M buys today: an iOS app live since 2 Apr 2026 (467 US ratings, 4.9 stars — the only independent traction signal), three first-time founders, no revenue model shown, and no announced institutional money (Harmonic: zero recorded rounds). The 12K-person waitlist figure is self-reported. This is a seed-round price on a pre-seed company.
$25K ÷ $12M = 0.208% floor, fixed the moment before the next priced round. Post-money mechanics mean other SAFEs and pool top-ups dilute the founders, not us — that part favors the investor. From the priced round onward we dilute like everyone: a round selling 20% takes us to ~0.17%, and so on each round after.
The problem is visibility, not mechanics: the SAFE carries no information rights and no cap-table disclosure, and we do not know how much SAFE stack sits beside us. If they quietly raise $2–3M on the same cap, founders will be handing over 20%+ at conversion — a structural risk to their motivation, and we would never see it coming. Ask for a current cap table with total SAFEs outstanding before wiring.
| Right | In doc? | Consequence |
|---|---|---|
| MFN | No | If a later SAFE gets a lower cap or a discount, we get no adjustment. (MFN exists only in the uncapped YC variant.) |
| Pro rata | No | No right to invest in the next round. YC moved pro rata to an optional side letter — none was offered. |
| Follow-on / info rights | No | No financials, no cap-table updates, no board observer. We learn what the founder chooses to tell us. |
| Amendment protection | No | §5(a): company + a majority-in-interest of same-cap SAFE holders can amend terms without our consent. A $25K check will not be the majority. |
All standard for the YC form — but all fixable with a one-page side letter (pro rata + information rights + MFN). That is the ask.
| Date | "[Date of Safe]" placeholder never filled. An undated instrument muddies the QSBS §1202 holding-period start and looks sloppy on a signed security. |
| Signatures | Company signed (DocuSign, "Carter Munk"); the investor block is blank on a copy labeled "Complete with DocuSign." Not yet a fully executed contract. |
| Name | Signs "Carter Munk," legal name Carter Rocket-Munk — consistent alias across LinkedIn/NY DOS, not a concern, just noted. |
Verified clause-by-clause against the official YC docx: this is the genuine, unmodified post-money SAFE v1.2 (current version), valuation-cap-only variant. Standard 1x cash-out in a sale (junior to debt and convertible notes, pari passu with other SAFEs), converts at the better of cap price or round price. No hidden edits.
Real: Delaware corp (29 Oct 2025), NY foreign qualification current, live and actively updated iOS app, three named co-founders (Carter Munk CEO, Tess Sutter CMO, Filipe Alvarenga CTO). No scam/complaint/litigation chatter anywhere.
Young: CEO is ~23, USC '25, ~14 months out of college. Registered HQ is his residential Park Avenue penthouse (unit PHE, a co-op apartment) — no office, no registered agent. Company is 9 months old.
The scar: his prior startup, dating app Cerca, exposed users' phone numbers, private chats, and passport/license scans in April 2025; coverage reports users were never notified. He was co-founder/COO. For a social app whose core feature is showing friends your location, the founding team's security track record is a real diligence item — ask directly what changed.
All ask for the same four things plus the cap table. They differ in tone and length. Amendment consent is the least standard ask; drop it first if he pushes back.
Carter, we're in for the 25k. Before we wire: add YC's standard pro rata side letter, MFN, and basic info rights (quarterly note, financials and cap table on request). Also send the current cap table with total SAFEs outstanding. None of it touches your cap. Once that's in, money moves fast.
Carter,
Excited to get this done. Before we wire, one piece of paper: a short side letter giving us pro rata in the next priced round, MFN, and simple information rights (a quarterly update, plus financials and the cap table when we ask). Separately, send the current cap table so we can see total SAFEs outstanding. All of this is standard for checks at this stage and none of it changes your valuation.
Best,
Mark
Carter, before we wire the 25k we need four things in a one page side letter:
1. Pro rata in the next priced round. YC's standard template is fine.
2. MFN. If a later SAFE gets a lower cap or a discount, ours matches.
3. Info rights. Quarterly update, plus financials and cap table on request.
4. No amendments to our SAFE without our written consent.
Also attach the current cap table with all SAFEs outstanding. Nothing here touches the cap. Happy to send our draft if that's easier.
Carter, we reviewed the SAFE. The form is clean, but at a 12M cap with no discount we need the protections investors normally get at this stage: pro rata, MFN, information rights, and consent on amendments to our SAFE. One page covers all four and we can send the draft today. We also need the cap table showing total SAFEs raised to date. Once those land we wire same day.
Carter, love what you're building and we're ready to move. One ask before the wire: a short side letter, same one YC publishes, giving us pro rata in the next round, MFN, and basic info rights (quarterly note, cap table on request). Send it with your current cap table so we know what's outstanding. It costs you nothing at this cap and it keeps us useful to you in every round after this one. With that in hand the money moves this week.
Bottom line: the paper is clean YC boilerplate — the issues are price and posture. $12M cap, no discount, and zero investor rights for a 4-month-old app is a take-it-or-leave-it retail-angel structure. If we want in: (1) get the date filled and both signatures on a final envelope, (2) side letter for pro rata + information rights + MFN, (3) see the cap table with total SAFEs outstanding, (4) hear the Cerca security answer. If the answer to the side letter is no, that itself is signal at this cap.
A $25K check needs a ~500x to return a fund at 0.21% — this is a lottery-ticket position, priced as if it weren't.