The Numbers

How to read this page

Three rules govern every number below, and they are worth stating before the table rather than after it.

First, every figure is suggested. The valuations and raise sizes come from the corporate paperwork as Mike-directed suggested figures for planning. "Suggested" means someone proposed the number as a planning anchor; it does not mean a market agreed it, an investor accepted it, a valuation was set, or a round was priced. A suggested pre-money valuation is not a valuation. An illustrative raise size is not a raise.

Second, the figures are never summed. The suggested valuations belong to different entities, different tracks, and different instruments. Adding them together produces a number that means nothing — it is not a family valuation, not a combined value, and not a total raise. This page says so explicitly in the table and again below it, because summed figures are the easiest way for a planning page to mislead.

Third, the nonprofit and for-profit tracks are alternatives, not parallels. The Foundation's numbers exist in two mutually exclusive forms: a for-profit PBC track with a suggested valuation and raise, and a nonprofit track with no valuation and a donation target instead. Counsel must choose one track before any solicitation, and the two must not be run at the same time. The same either/or logic applies to issuers: the AGI Corp SAFE and the PBC SAFE are alternative issuers for a round, never both for the same round.

Suggested valuations and raises — planning only

Never sum these figures into a family total. $50,000,000 + $25,000,000 is not $75,000,000. It is not a combined valuation, not a portfolio value, and not a total raise. The Foundation's $50,000,000 suggested figure belongs to a for-profit PBC track that does not apply to the filed nonprofit; SmartCiti.X's $25,000,000 belongs to a corporation that has not been formed; the AGI Corp studio's $20,000,000 belongs to an entity whose incorporation is unverified. Adding suggested figures across different entities, different tracks, and different legal forms produces a number with no meaning, and this page does not present one. Anyone quoting a summed total from this page is misquoting it.

Equally, no figure on this page is money raised. The $5,000,000 Foundation first raise, the $2,000,000 studio seed, the $10,000,000 SmartCiti.X tranched raise, and the $100,000–$500,000 per-series figures are all suggested sizes for raises that have not happened. There is no closed round, no committed capital, and no issued instrument behind any of them. The honest statement of fundraising to date, across the whole structure, is: nothing has been issued and nothing has been raised.

SmartCiti.X — the first studio raise, in detail

SmartCiti.X is the proposed first studio raise, and it is the only raise on this page with a detailed use of funds. The detail is still planning only: the issuer is a proposed new corporation, SmartCiti.X, Inc., recommended as a Delaware C-corporation (Wyoming as the alternative), with PBC versus standard corporation to be chosen by counsel as one option. It has its own charter, bylaws, EIN, bank account, and cap table in the plan — none of which exists today. Name and trademark clearance comes first, before any of the rest. SmartCiti.X, Inc. is not incorporated, not filed, not funded, and not offered.

The suggested raise is $10,000,000, tranched: $5,000,000 in Tranche 1 (SAFE or priced equity — one instrument, with a suggested $25,000,000 cap if a SAFE is used) plus $5,000,000 in Tranche 2, which closes only on a milestone. Tranche 2 is not automatic and not assumed. It closes only on board certification that all of its gates are met: a signed union agreement, an AR/VR pilot delivered, a first site closed or leased, a first manufacturing order or pilot customer, Tranche 1 reconciled, and a Windfall report drafted. If any gate is unmet, Tranche 2 does not close. The second-tranche price must be stated in the Tranche 1 documents — it is not left to be decided later.

The suggested use of the $10,000,000 is: $4,000,000 for manufacturing, $3,000,000 for sites, $2,000,000 for AR/VR training, and $1,000,000 for working capital and legal. Those four buckets are suggested allocations for planning, not spent money, not committed contracts, and not a budget adopted by any board — no board has adopted a SmartCiti.X budget, because no SmartCiti.X corporation exists to have a board.

The purpose of the raise, as planned, is robotics training plus union trades AR/VR plus robotics manufacturing plus Louisiana and Indiana site acquisition and fit-out. The training and manufacturing ambitions are real parts of the plan; the sites, the union, and the customers are not yet real in the sense that matters — see the next section.

What is NOT named — and why

No site, city, address, price, seller, or union is named anywhere on this page — or anywhere in the plans. None is signed. That is not an omission to be filled in by guessing; it is the current state of the facts, and this page preserves it.

No site has been acquired or leased for SmartCiti.X. No city has been selected in a signed agreement. No address exists. No purchase price has been agreed with any seller, because no seller has been named and no purchase agreement has been signed. No union agreement has been signed, and no union is named. No manufacturing customer or pilot customer has been signed. Diligence and signed agreements are required before any of those things can be stated as fact, and none of them exists today.

Two decisions that are often assumed are explicitly undecided. First, lease versus purchase per site is a board, counsel, and lender decision — it has not been made, and it will be made site by site when a real site, a real board, and real counsel and lenders are involved. Second, the $3,000,000 sites bucket in the SmartCiti.X use of funds covers acquisition costs for the first Louisiana and Indiana sites only — not an unlimited portfolio. It is a first-sites envelope, not a fund for buying property at will. Later phases — further Louisiana purchases, Nebraska, and Indiana expansion beyond the first sites — are planned for Series A or later funding only, not for this $10,000,000, and no site in those phases is named, priced, or agreed.

The same discipline applies to the other series. The $100,000–$500,000 suggested figures for other W3 series and for the Delaware cohort series C1S1–S3 are per-series planning anchors. They are not prices, not commitments, and not evidence that any series has a product, a customer, or a site. A series with no Steward Council, no filing, and no signed agreement has no raise — it has a suggested range on a planning page.

The PBC fork — which issuer, and why it matters

The Foundation's numbers cannot be read without the PBC fork, so it is restated here briefly. There are two different things that share the letters "PBC," and they must not be confused.

The filed AGI Future Foundation is a California nonprofit public benefit corporation (Entity B20260196664). It is a nonprofit. The for-profit benefit-corporation structure described in the corporate paperwork — dual-class shares, a SAFE, a priced equity tranche, a Windfall Clause, a fiduciary shield — applies to a for-profit California benefit corporation only. It does not apply to the filed nonprofit Foundation as it stands. The for-profit track would require either forming a new for-profit PBC or converting the existing entity on counsel's advice — and conversion of a filed nonprofit is not a routine step and is not assumed here. Until counsel advises otherwise, the filed nonprofit's lane is donation and grant only, with no valuation, no equity, and no SAFE.

Before any solicitation, the issuer must be chosen in writing, first: a new for-profit PBC, a conversion, or AGI Corp. That choice has not been made. And the AGI Corp SAFE and the PBC SAFE are alternative issuers, never both for the same round — the same round cannot be issued by two different entities. The paperwork's suggested terms for a for-profit PBC raise (a Tranche 1 SAFE of $500,000–$1,500,000 suggested, a cap of $8,000,000–$15,000,000 suggested, a discount of 20% or none) are suggestions for that track only, and they are not terms of any live offering, because there is no live offering.

The Windfall frameworks in the pitch materials follow the same rule: the Windfall Clause and the Open Global Investment frameworks have no terms today — counsel must set the instrument, eligibility, threshold, share, recipient, and enforceability before any of it can be described as an obligation rather than a framework. The threshold is a percentage of Global GDP, with the measure and scope blank for counsel. Nothing on this page fills in those blanks.

What a reader should take away

If one sentence from this page survives, it should be this: these are suggested planning figures for raises that have not happened, issued by entities that in several cases have not been formed, under tracks that counsel has not yet chosen. The Foundation's suggested $50,000,000 belongs to a for-profit track that does not apply to the filed nonprofit. The studio's suggested $20,000,000 belongs to an EIN-only entity. SmartCiti.X's suggested $25,000,000 and $10,000,000 belong to a corporation that does not exist yet, for sites that have not been acquired, with a union that has not signed and customers that have not been named. The per-series $100,000–$500,000 ranges are planning anchors for series that are not formed. The Fellowship and the nonprofit Foundation have no valuation at all — they have donation targets, and no deductibility claim.

That is not a small or empty statement. It is the difference between a plan and a prospectus, and this page is a plan. When the facts change — when a track is chosen in writing, when a corporation is filed, when a site is signed, when counsel sets terms — the numbers page can be updated to say so, with the filing or the agreement as the source. Until then, the numbers stay suggested, illustrative, and planning-only, and they are never summed.