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ODNT HOLDINGS | R.AI.D.IO />

CONFIDENTIAL // INVESTMENT MEMO

SEED ROUND TERM SHEET

Simple Agreement for Future Equity (SAFE) structure designed for the recursive scaling of the ODNT Holdings LLC. Project R.AI.D.IO /> network.

Issuer Information

Entity ONDT Holdings, LLC. (NJ Corp)
Date December 21, 2025
Target Raise $1,500,000 USD

Post-Money Valuation Cap

$8,000,000
20% Discount Rate

01. DEAL ECONOMICS

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Security Type

Standard Y Combinator Post-Money SAFE. Ensures clarity on ownership dilution immediately.

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Conversion Trigger

Next Equity Financing (Priced Round) of at least $5,000,000 (excluding SAFE conversion).

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Liquidity Event

Investors receive the greater of 1x Investment Amount or Conversion at the Valuation Cap.

02. USE OF PROCEEDS

Capital allocation for the "Phase 3: Awakening" milestone (18-month runway).

Engineering & AI

Aggregator build, LLM fine-tuning, GPU compute.

$600,000
40%

Growth & Marketing

"Home for the Homeless" user acquisition.

$450,000
30%

Operations

Server costs, B2B sales team.

$300,000
20%

Legal & IP Defense

Copyright defense, User agreements.

$150,000
10%

03. RISK DISCLOSURES

A. Copyright Uncertainty

Legal status of AI music is in flux. Rulings (e.g., RIAA v. Suno) could impact content liability.

MITIGATION: Perpetual broadcast license required from all users.

B. Upstream Dependency

Reliance on tools like Suno/Udio. Shutdowns could diminish supply.

MITIGATION: Model agnostic aggregator. Accepting open-source outputs.

C. Platform Distribution

Apple/Google store policies on AI are opaque. Ban risk exists.

MITIGATION: Fully functional PWA (Progressive Web App) web-based core.

D. Competitive Response

Incumbents (iHeart) lobbying for "Human Origin" regulations.

STRATEGY: Counter-positioning as "Guaranteed Infinite" brand.

GOVERNANCE & INFO RIGHTS

Board Structure

The Board currently consists of the Founders. No board seats are granted in this SAFE round.

Major Investor Rights (>$250k)

  • Quarterly financial statements.
  • Annual budget & cap table updates.
  • Standard "Pro Rata" participation rights.

LEGAL COUNSEL: [Name of Firm]

BANK: [Name of Bank]