FAQ — The Brainworks Foundry Reg D 506(c) SAFE offering

Question 1

What security am I buying?

Accepted Answer

A pooled YC post-money SAFE issued by Brainworks Ventures Foundry, Inc. (Delaware C-corp), modified for a pooled vehicle. Cap-only, no discount. Flat $280M post-money cap applied uniformly to every SAFE Investor — no tiers, no commitment-size pricing. Converts at the next priced round into the same security class issued in that round.

Question 2

What is the minimum check size?

Accepted Answer

Channel-specific minimums apply (all SAFEs convert at the same $280M post-money cap). Track 1a institutional (March 2025 SEC NAL safe harbor): $200K natural / $1M entity minimum with written-representation accreditation. Track 1b (Umergence-verified) via the SVEF channel: $50K natural / $250K entity minimum with independent verification. Different minimums apply by channel; check the PPM for the channel you're considering.

Question 3

How does accredited-investor verification work?

Accepted Answer

Under Reg D Rule 506(c), the Issuer must take reasonable steps to verify accredited status. We use two tracks: Track 1a — Written representation (high-minimum path): Per the March 12, 2025 SEC staff interpretive letter to Latham & Watkins LLP and the reasonable-steps chapeau of Rule 506(c)(2)(ii), a written representation of accredited status satisfies the reasonable-steps test when the subscriber (i) commits at least $200,000 (natural persons) / $1,000,000 (legal entities), (ii) confirms the investment is not third-party financed, and (iii) qualifies under a covered §501(a) category — natural persons under (a)(5)/(6) or entities under (a)(3),(7),(8),(9),(12). Subscribers outside those categories (e.g. §501(a)(10) certification-based individuals, knowledgeable employees, or entities formed specifically to invest) are screened and routed to Track 1b documentary verification. Track 1b — Independent third-party documentation review: A broker-dealer, investment adviser, attorney, or CPA reviews documentation (tax returns, brokerage statements, etc.) and certifies status. Used for sub-floor checks via the SVEF channel. Verification happens before SAFE execution. No funds are accepted before verification is complete.

Question 4

What is the close timeline?

Accepted Answer

The primary close window is 90 days from public 506(c) launch, with rolling close flexibility through the SAFE window. Exact dates are stated in the PPM cover page. Deployment cadence: capital wires into Issuer's segregated account on signing; deployment to Foundry divisions occurs per the deployment schedule in the PPM.

Question 5

Who is the Issuer? Where does the capital go?

Accepted Answer

Issuer: Brainworks Ventures Foundry, Inc., a Delaware C-corporation, formed specifically for this offering. All of its issued and outstanding capital stock is held by its founder, Dr. Phillip Alvelda, in his individual capacity; Brainworks Ventures, LLC is an affiliate under common control (Dr. Alvelda is its sole member) and holds no equity interest in the Foundry. Capital funds the development and operation of the Company's own internal divisions — the five operating Foundry divisions (FlyOnTime.ai, StraightFacts.ai, VitalMe.ai, Catalyst Democracy Operations, Cyrano) and the 43-division development-stage pipeline per the deployment plan in the PPM. It is not capital to acquire outside positions. Real-time deployment-by-division metrics are shown live on the dashboard with LIVE badges.

Question 6

What do I get exposure to? Does the Foundry hold equity in other companies?

Accepted Answer

You get exposure to Brainworks Ventures Foundry, Inc. itself. The Foundry's divisions 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. There is no separate entity, no separate equity, and no intermediate holding company between you and that work product. Each division is tracked and accounted for separately within the Company.

Question 7

Could a division ever be spun out into its own company?

Accepted Answer

It is an option, not a plan. Any division may, at need, be spun out into a separate entity. In that event the Company would expect to retain a material ownership position even alongside material external investment, with the benefit accruing to Foundry shareholders generally. No spin-out is underway, none is committed, and no division has been designated a candidate. Nothing here should be read as a valuation event or a timeline.

Question 8

Is the valuation cap a price?

Accepted Answer

No. The post-money cap sets the maximum effective valuation at which your SAFE converts at the next priced round. The flat $280M cap is not a current valuation, not a price, and not a guarantee. The Foundry Collective Valuation Report referenced on this page is an analyst projection; it carries the ANALYST label and is not binding.

Question 9

How does the commission work for Baird Augustine introductions?

Accepted Answer

Baird Augustine acts as a registered broker-dealer on the institutional channel under a Capital Distribution-as-a-Service (CDaaS) engagement. Commission rate: 5.0% at SAFE Signed, attributed by Source Channel at signing and frozen thereafter. Commission terms are set forth in the CDaaS Engagement Agreement and apply only to Baird-attributed investors.

Question 10

What happens if the offering under-raises?

Accepted Answer

The pooled SAFE has no minimum-raise contingency for issuance — SAFEs execute and convert independently of total raise. If the raise comes in below target, the deployment schedule rebalances proportionally across divisions per the PPM. There is no escrow rebate. Risk factors are stated in the PPM.

Question 11

Is my data on this form private?

Accepted Answer

Yes. Express-interest submissions are stored privately in our queue, reviewed by Phillip Alvelda, and used only to follow up with verification instructions and subscription docs. We do not share or sell your contact info. Aggregate funnel metrics on this page (Contacted / Meeting Held / Verified / Soft Circle / Wired / Deployed) show counts only — no individual identifiers.

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