The Brainworks Foundry
Legal & Offering Disclosures
This is the canonical, expanded version of the disclosures that appear site-wide. It governs the Foundry SAFE offering and every figure shown on this site. Prospective investors should read it in full alongside the confidential Private Placement Memorandum.
Offering status — not an offer; not advice
This site is for informational purposes. It is not an offer to sell or a solicitation of an offer to buy any security, nor investment, legal, tax, or accounting advice. Any such offer or solicitation will be made only by the Issuer's confidential Private Placement Memorandum and subscription documents. Reg D Rule 506(c) — accredited investors only; verification required. Prospective investors should consult their own advisors and review the full Offering Memorandum, including its risk factors, before making any investment decision.
Accredited-investor requirement — Reg D Rule 506(c)
This offering is conducted under Regulation D Rule 506(c) and is open to verified accredited investors only. Under Rule 506(c), the Issuer must take reasonable steps to verify accredited status; verification is completed before any SAFE is executed and no funds are accepted before verification is complete. Detailed verification tracks are described in the FAQ and governed by the Private Placement Memorandum and subscription documents.
Forward-looking statements
All projected return multiples, AI-multiplier model outputs, sensitivity analyses, division-outcome ranges, and other prospective figures on this site (including the forward projections in the Operating Economics section) are forward-looking modeled estimates only, reflecting current views and assumptions as of the publication date. They are subject to material risks and uncertainties. Actual results may, and likely will, differ materially. Brainworks Ventures Foundry, Inc. has no realized DPI to date; comp-set outcomes referenced on this site are historical third-party context, not predictions of Foundry outcomes. Past performance is not indicative of future results.
Forward-looking projections carry proximate caution wherever they appear: actual results may differ materially, potentially by orders of magnitude. This Offering is a direct investment in Brainworks Ventures Foundry, Inc. — a Delaware seed-stage C-corporation — through a pooled modified post-money SAFE at a flat $280,000,000 post-money valuation cap, which converts into direct equity in the Company at the next priced round on the terms in PPM §10. Projected figures are gross of the Company’s own operating expenses and taxes, and gross of SAFE-conversion and subsequent-round dilution, and they assume liquidity events that may not occur; amounts actually realized by an investor will be materially lower. No PSLRA safe harbor applies to this issuer.
Third-party data. Industry data, comparable-set outcomes, S-1 disclosures, and benchmark indices are reproduced in good faith from publicly available sources believed to be reliable as of the publication date. Brainworks Ventures Foundry, Inc. has not independently verified each underlying datum and makes no representation or warranty as to accuracy, completeness, or timeliness, and undertakes no obligation to update any forward-looking statement except as required by applicable securities law.
What our projections do NOT claim
- The Foundry has no realized distributions to paid-in capital (DPI) to date. All performance figures are forward-looking projections or historical third-party benchmarks.
- This Offering is a direct investment in Brainworks Ventures Foundry, Inc., a Delaware seed-stage C-corporation, through a pooled modified post-money SAFE that converts into direct equity in the Company at the next priced round. Projected figures are gross of the Company’s operating expenses and taxes, and gross of SAFE-conversion and subsequent-round dilution, and they assume liquidity events that may not occur; amounts actually realized will be materially lower.
- Approximately 60–65% of venture investments fail to return invested capital. Venture returns follow a power law, and the same distribution governs this set of divisions.
- Past performance of comparable firms (Sutter Hill, Idealab, Hexa, Science, Atomic, Rocket Internet) is not indicative of Foundry results.
- The Foundry is a concentrated portfolio; poor performance of one or two positions could materially impair returns. Projected outcomes assume portfolio composition and success rates that may not materialize.
- Valuation figures are issuer-prepared with AI assistance and are not independent third-party appraisals.
Regulatory notices
Form D filing: A Form D notice of exempt offering will be filed with the SEC and applicable state securities regulators within fifteen (15) days of the first sale under Rule 506(c).
FINRA Rule 2210: All retail communications related to this offering are retained for not less than three (3) years and reviewed by a qualified principal prior to use.
No solicitation in restricted jurisdictions.
Data discipline
Every numeric value on this site carries one of four labels — LIVE / SOURCED / ESTIMATED / ANALYST — describing its provenance. This is an internal operating discipline; it is not a contractual representation to investors. The binding standard for this offering is Rule 10b-5 / reasonable-care anti-fraud compliance, as set out in the Offering Memorandum §10.
Contact & opt-out (CAN-SPAM)
Investor relations: alvelda@brainworks.ai. Express-interest submissions are stored privately, reviewed by Phillip Alvelda, and used only to follow up with verification instructions and subscription documents. We do not share or sell your contact information.
The entity
The SAFE is issued by Brainworks Ventures Foundry, Inc., a Delaware C-corporation, formed specifically for this offering. All of the Company’s issued and outstanding capital stock is held by its founder, Dr. Phillip Alvelda, in his individual capacity, pursuant to the Founder Stock Purchase Agreement dated June 1, 2026. Brainworks Ventures, LLC is an affiliate under common control — same founder, separate entity (Dr. Alvelda is its sole member) — and holds no equity interest in the Foundry. An investor in this Offering acquires a SAFE that converts into direct equity in Brainworks Ventures Foundry, Inc. at the next priced round.
What the Company holds. The Foundry’s portfolio initiatives are not equity stakes in outside companies. They are code, documentation and work product held directly by the Company as internal divisions of the C-corporation — no separate entity, no separate equity, no intermediate holding company. Each division is tracked and accounted for separately within the Company. Proceeds of this Offering fund the development and operation of those internal divisions; they are not capital to acquire outside positions.
Spin-out optionality. Any division may, at need, be spun out into a separate entity, in which case the Company would expect to retain a material ownership position even alongside material external investment, with benefit accruing to Foundry shareholders generally. This is an option available to the Company — not a plan, not a commitment, and not a valuation event. No spin-out is underway, none is committed, and no division has been designated a candidate.
© 2026 Brainworks Ventures Foundry, Inc. · A Delaware C-corporation · Affiliate under common control: Brainworks Ventures, LLC