Festivus - First round funding

Festivus is raising $230,000in its first round. In first-round funding we set a runway sum, not a valuation: the figure is what the venture needs to operate, and investors participate on their belief in the product’s ability to generate profit rather than on an early paper valuation.

Offers are non-binding and start from $1, with no card up front. An indication of interest is not an investment. The final investments are completed through Wefunder under Regulation Crowdfunding once the round closes.

No upfront personal payment by the Founder. Every fee in the round comes out of the capital the round raises.

Before the round closes: you are expressing interest in a proposed venture. Your offer is non-binding, and no company and no shares exist yet.

At a successful close, Festivus is incorporated and shares are created. Dream x Destiny holds no equity at this stage.

1. First round

   Founder70%Syndicate30%

   Dream x Destiny holds no equity at this stage.

The syndicate’s 30% is 3,000,000 of 10,000,000 shares. What a single offer buys is that same fraction of the round: the calculator on the round card above works it out for any amount.

1. First round closes
2. Festivus incorporates - 10,000,000 shares
3. Founder owns 70%, the syndicate 30%
4. The 18% Growth Pool is reserved from the Founder’s ownership
5. The company operates - the Founder in their chosen role, Talent Pool, AI workflows, Dream x Destiny as the operating layer
6. Quarterly financial measurement - Income - Expenses = Profit or Loss
7. 3x Profit Checkpoint - cumulative profit reaches $690,000
8. $230,000 distributed pro-rata to all shareholders
9. Dream x Destiny earns its 1% - 69% / 30% / 1%
10. Round 2 starts internally - venture capital and angel capital
11. The 18% Growth Pool is used partially or in full - illustrative, used in full, 51% / 18% / 30% / 1%
12. Round 3 and later - normal financing

Your vote. On a disputed major decision the Founder holds 1 vote, Dream x Destiny holds 1 vote, and each syndicate investor holds 1 vote. If there is a tie the vote is held again; on a third tie in a row the CEO gets 2 votes.

A major decision is one that seriously changes the product, brand, business model, ownership, pricing or strategic direction. Exactly how voting is implemented in law is set out in the venture's governing documents.

Ownership and involvement are separate. The Founder chooses a role and can change it later.

Every quarter the venture records income minus expenses - a profit or a loss. Quarterly results accumulate. Financial results are intended to be recorded quarterly and made visible to shareholders through the designated reporting system.

Example - not live venture data. Festivus has not published a quarterly report, and the figures above are the shape of one rather than a record of anything.

When cumulative profit reaches 3x the original funding sum, the venture reaches a 3x Profit Checkpoint. The original funding sum is then distributed pro-rata to all shareholders, according to their ownership at that time.

For Festivus, that is cumulative profit of $690,000 - 3x the $230,000 raised - at which point $230,000, the original funding sum, is distributed.

There is no investor-first waterfall. Everyone is paid on the same ownership percentages, at the same time.

A worked example on Festivus’s own numbers. The same distribution pays out differently before and after Dream x Destiny has earned its 1%.

After the first 1% event, every further distribution is pro-rata according to ownership at that time.

Everyone is paid at the same time, on the same percentages. A shareholder’s share of a distribution is their share of the company, and nothing more is implied by it.

The 3x is the venture's cumulative profit measured against its original funding sum - it is not a 3x return on any individual investment. The checkpoint is not a repayment schedule. Shareholders participate in each distribution according to ownership at that time. The number and timing of future distributions depend entirely on the venture's profitability and available cash.

A checkpoint is a mechanism, not a guaranteed return. A venture may reach several, one, or none at all. Festivus may never generate enough profit to reach one, distributions depend on available cash, and you can lose part or all of what you invest. Nothing here promises that you will get your money back.

The whole ladder, in order. Every percentage below is the model’s own, and it is identical on every Dream x Destiny venture.

1. First round

   Founder70%Syndicate30%

   Dream x Destiny holds no equity at this stage.

2. First 3x Profit Checkpoint

   Founder69%Syndicate30%Dream x Destiny1%

   The 1% comes from the Founder's ownership.

3. Round 2 - illustrative, pool used in full

   Founder51%Round 218%Syndicate30%Dream x Destiny1%

   Illustrative: the Growth Pool can be used partially or in full. Partial use leaves the Founder between 51% and 69%.

18% Growth Pool: Reserved ownership - used to bring new capital into the company.

The 18% Growth Pool is reserved from the Founder's own ownership. It is set aside at incorporation, it is not used in the first round, and it can be allocated partially or in full in a future financing - the capital that financing raises goes into the company, not to the Founder.

The ownership offered comes from the reserved 18% Growth Pool. The capital raised goes into the company to grow it. Illustrative, used in full, it takes the Founder from 69% to 51% - 18 percentage points of reserved ownership, out of the Founder’s own holding. Used partially, the Founder lands somewhere between the two.

Round 3 and later: New shares may be issued and existing holders may be diluted. No permanent percentage promises.

That does not protect the syndicate from future dilution. Round 3 and later financings may create new shares and dilute existing holders.

Round 2 starts internally after successful first-round funding and incorporation.

Dream x Destiny prepares the round, seeks venture capital, seeks angels, and works to close growth financing.

Illustrative: if the Growth Pool is used in full, the ownership model becomes 51% Founder · 18% Round 2 · 30% Syndicate · 1% Dream x Destiny.

1. Round 2 - illustrative, pool used in full

   Founder51%Round 218%Syndicate30%Dream x Destiny1%

   Illustrative: the Growth Pool can be used partially or in full. Partial use leaves the Founder between 51% and 69%.

The 18% Growth Pool is reserved ownership from the Founder's holding, so offering it in Round 2 does not reduce the syndicate's 30% in that round.

Round 3 and later are normal future financing. New shares may be issued, existing holders may be diluted, and the terms are negotiated with those investors. No percentage is promised permanently.

Want to sell? After the applicable resale restrictions, you may be able to sell your shares if you find a buyer and the transfer is permitted. Dream x Destiny can direct you to the appropriate transaction process. No buyer is promised, and no liquidity is guaranteed.

An acquisition is an exit event. Sale proceeds follow ownership and the transaction documents. An acquisition is never promised.

If the venture is still not safe at the end of the 8 weeks, it is frozen before cash reaches zero. Taxes, required obligations, committed payments and a defined buffer are protected first; any remaining legally distributable cash may be distributed pro-rata. A frozen venture can restart when capital or cash returns.

Bias-free by design. To keep the ventures bias-free, information about the founders of these ventures is kept private while a venture is being evaluated and presented for funding. The venture is judged on what it is, not on who is behind it.

What you are looking at. A venture that has passed a defined creation and review process, runs on a shared operating layer, and is intended to record its financial results quarterly. The product, the ownership, the risks and the financial path are shown in one place so they can be weighed together.

Why investing early can be difficult. Early-stage investing can involve:

• Hard-to-find opportunities.
• Small ownership positions.
• No clear path to a return.
• Unclear ways to measure progress.
• Future dilution.
• Long periods before a sale may be possible.

Dream x Destiny tries to make the journey easier to understand by showing the product, ownership, risks and financial path in one place.

The units above are those pieces, on Festivus’s own funding sum: the Quarterly Financial Pulse, the 3x Profit Checkpoint, the ownership ladder, the 18% Growth Pool, what future financing can do to a holding, and the limits on selling shares.

A checkpoint is a mechanism, not a guaranteed return. A venture may reach several, one, or none at all. No return is guaranteed. We recommend understanding the model, the business plan, and the risks before investing actual money. Consider independent professional advice if needed. Dream x Destiny does not provide investment advice.