NC
Naomi Chen 🇨🇳
Acme — Series-B SAFE · Tokyo→SF
Privileged & audit-logged · end-to-end encrypted · 6 messages today
NC
Yuki-san, Akira shared the draft term sheet. The 1.25× discount looks tight given current market — can we revisit the valuation cap before we send v2 to a16z?
8:51 · Yesterday
YT
Agreed. I'll model two cap scenarios overnight — USD 65M and USD 75M post-money — and flag JP tax exposure on each. Bu Er is pulling comparable SAFE rounds from this quarter.
9:02 · Yesterday
NC
One more thing — Akira asked whether we should run the round through the JP K.K. or the Delaware sub. The JP side has the Series A investors with veto rights.
9:08 · Yesterday
YT
We'll run it through Delaware — the K.K. veto matrix would block the SAFE conversion mechanics. I'll need a quick confirm letter from the JP Series A holders waiving the cross-investment trigger before close.
9:11 · Yesterday
Naomi attached: Term-Sheet-v2.pdf
NC
Here's v2. Akira and the founders are on board with the Delaware path. Wire timing question below.
Term-Sheet-v2.pdf
412 KB · sent 7:48
7:48 · Today
NC
On wire timing — a16z wants to close end of next week. Their treasury will fund Wed afternoon PT. The Tokyo bank cut-off for same-day receipt is Thu 10am JST. Can you confirm the receiving entity wire details with Mizuho before then?
8:55 · Today
YT
Yes. Bu Er pulled the Delaware sub's wire instructions from the K&W KM. I'll send a confirmation packet to Mizuho and to a16z's treasury today, and request that they pre-validate the SWIFT path so there's no surprise on Wed.
9:08 · Today
YT
Draft v3 of the SAFE will be ready by Thu evening JST — I want to include the waiver letter as Exhibit C so it ships as a complete pack. Working on it now in WorkDeck.
9:09 · Today
NC
Perfect, thank you. One small thing — please make sure the JP-version side letter uses the same defined terms. Akira's team will be reviewing both languages in parallel.
9:12 · Today
NC
Got it, please send the revised draft by Friday.
9:14 · Today