Global Public Goods
Goods for the global public — the shared infrastructure of humanity, funded from above-threshold windfall for the UN Sustainable Development Goals.
← The Plans · Shield + Windfall · Page 4 of 7
Shield + Windfall
Two linked ideas, both from the pitch and the legal documents. The Shield protects directors who weigh the public benefit alongside profit. The Windfall pre-commits above-threshold profits to humanity before profits exist. Both are stated here with their limits and their blanks intact — including the places where the pitch overstated what the law provides.
Filed fact: AGI Future Foundation — CA Nonprofit Public Benefit Corp, Entity B20260196664, filed 2026-04-24. AGI Fellowship — CA Nonprofit Religious Corp, Entity B20260229217, filed 2026-05-13. No IRS 501(c)(3) determination letter exists for either — neither is presented as tax-exempt and no donation is presented as tax-deductible. AGI Corp has an EIN only; incorporation is unverified.
The PBC Shield — protection, not immunity
The PBC Shield is expanded business-judgment protection for benefit-considering decisions under California Corporations Code §§14620–14621, plus an annual benefit report under §14630. In plain terms: a California benefit corporation's directors may consider the public benefit — not only shareholder profit — when they decide, and the business-judgment protection for those decisions is expanded accordingly. The Shield is completed by accountability: the corporation must report annually on its benefit performance under §14630, so the protection is paired with a public record of what the benefit actually was.
⚠ The Shield is NOT "legally immune"
A pitch slide — Slide 6 — overstated the Shield as immunity. That is wrong, and the legal documents correct it. The Shield is expanded business-judgment protection for benefit-considering decisions under §§14620–14621. It is not immunity from liability, and the word "immune" must never be copied into an offering. Any material that describes the Shield as making the corporation, its directors, or its decisions "legally immune" is misstating the law and must be corrected to the §14620–14621 formulation on this page.
The correction matters because the Shield is a selling point of the for-profit PBC track, and a selling point that overstates the law is a liability in itself. The honest formulation is also the stronger one: directors of a benefit corporation have a defined, statute-backed protection for weighing benefit alongside profit, and they account for it every year in a benefit report. That is what the Shield is. It is not a promise that no one can ever sue, and no page on this site says that it is.
Three classes of shares — the pitch standard
The share structure for the for-profit PBC track is set to a pitch standard of three classes. Each class has different votes and different economics, and the difference is the point: voting power and economic return are deliberately separated, so that control and cash flow do not have to travel together.
| Class | Votes | Economics | Who may hold it |
|---|---|---|---|
| Class A | 1 vote | Full economics | Global public access. |
| Class B | 10 votes | Economic + voting | Restricted to aligned partners and sovereigns. Screened for sanctions / OFAC, export control, CFIUS, tax, and securities law per jurisdiction. |
| Class C | 1,000 votes | Control-only — no economics | Foundation-only. |
Class A is the public class: one vote, full economics, open to the global public. Class B is the restricted class: ten votes, economic and voting rights together, but only for aligned partners and sovereigns — and every Class B holder is screened for sanctions and OFAC compliance, export control, CFIUS, tax, and securities law in each relevant jurisdiction. Class C is the control class: one thousand votes, held by the Foundation only, carrying control and no economics at all. The Foundation's thousand-vote control shares give it a lock on the mission without giving it a claim on the profits — the mirror image of Class A, which has the profits without the control.
No share price, no number of shares, and no offering terms are stated on this page. The three-class structure is a pitch standard — a shape for the capital structure — not an offering, and nothing has been issued under it.
The Gini figures are illustrations, not data
Pitch material carries Gini figures of approximately ~0.96 and ~0.89. Those figures are illustrations, not verified data. They are not presented here as measurements of anything, they are not cited to a source, and they should not be quoted as facts about wealth distribution, about the project's effects, or about anything else. If the figures are used at all, they must be labeled as pitch illustrations. On this page they are recorded only so that no one mistakes them for verified numbers.
The Windfall Clause — a pre-commitment, made before profits
The Windfall Clause is a legal pre-commitment hardwired before profits, obligating all 33 W3 series. The idea is simple and deliberately timed: the commitment to share windfall profits is made now, while there are no profits to argue about, so that it binds later when there are. It is not a promise to consider sharing, and it is not a policy to be adopted after success — it is a legal pre-commitment, built into the structure in advance, covering every one of the 33 series.
The commitment turns on a threshold: a percentage of Global GDP. Above the threshold, the Windfall Clause applies; below it, it does not. But the threshold itself is blank in every respect that would make it operable, and those blanks are for counsel:
- Which GDP measure — the threshold is a percentage of Global GDP, but which measure of Global GDP is not specified.
- Which profit measure — what counts as profit for the threshold is not specified.
- Per-series vs aggregate — whether the threshold is tested series by series or across all 33 series together is not specified.
- Annual vs cumulative — whether the threshold is tested in a single year or cumulatively over time is not specified.
- Who calculates — who measures the threshold and certifies whether it has been crossed is not specified.
Until counsel fills those blanks, the threshold is a concept, not a number. No percentage is stated here, and no threshold figure should be quoted to anyone as if it had been set.
Below the threshold
Standard returns plus research and development. Below the threshold, the ordinary economics apply: investors receive standard returns, and profits fund R&D. Nothing is diverted, and no Windfall share is owed.
Above the threshold
Above the threshold, the windfall goes to humanity — through the four Benefit Buckets below, for the UN Sustainable Development Goals. The Clause does not say the windfall is shared with investors on better terms, or held for later; above the threshold it is committed outward, to humanity, through the Buckets and for the Goals.
The four Benefit Buckets
Healthcare Access
Access to healthcare — the windfall's share for health, for the UN Sustainable Development Goals.
Energy Infrastructure
Energy infrastructure — the windfall's share for energy, for the UN Sustainable Development Goals.
Technological Self-Determination
Technological self-determination — the windfall's share for people's control over the technology that shapes their lives, for the UN Sustainable Development Goals.
Three more blanks sit at the heart of the Clause. The Windfall Share percentage is blank — the phrase "massive portion" is used in pitch material, and "massive portion" is not a number. No percentage of profits is committed on this page, and no percentage should be quoted as if it had been set. The administrator is blank — who administers the windfall, receives it, and distributes it through the Buckets is not specified. And amendment is restricted: the Clause may be amended only by supermajority plus Class C — so that the pre-commitment cannot be quietly undone by an ordinary vote, and the Foundation's control shares stand in the way of any amendment that would weaken it.
Open Global Investment — no terms exist today
Open Global Investment is a framework only. No terms exist today — no instrument, no eligibility rules, no threshold, no share, no recipient, and no enforceability mechanism have been set. The framework is recorded here so that it is not mistaken for an offering: there is nothing to buy into, no price, no structure, and no commitment. Counsel must set the instrument, the eligibility, the threshold, the share, the recipient, and the enforceability before Open Global Investment becomes anything more than a framework.
The PBC fork — the issuer must be chosen first, in writing
The for-profit PBC structure described on this page does not apply to the filed nonprofit Foundation. The Foundation is a California Nonprofit Public Benefit Corporation, Entity B20260196664, filed 2026-04-24. The PBC Shield, the three-class share structure, and the PBC tranches belong to a for-profit benefit corporation track — a different entity, or a different legal form, and the two must never be confused. Nothing on this page converts the filed nonprofit into a for-profit, and nothing here authorizes the nonprofit to issue shares or SAFEs.
Before any for-profit PBC raise, the issuer must be chosen in writing first. There are three options, and counsel must choose one:
(a) A new for-profit PBC
Form a new for-profit benefit corporation, as a distinct Secretary of State filing — a separate entity from the filed nonprofit Foundation, with its own charter, its own board, and its own filings.
(b) Conversion
Convert the existing entity into a for-profit benefit corporation. This is a major Attorney General and IRS transaction, not a name change — and it is not assumed to be available or advisable. It is an option counsel must evaluate, not a step to be taken casually.
(c) AGI Corp instead
Use AGI Corp as the issuer instead of any PBC — the studio head, rather than a benefit corporation, as the vehicle for the raise.
Whichever option is chosen, the choice is made in writing, before solicitation, and only one issuer is used for a given round. The AGI Corp SAFE and the PBC SAFE are alternative issuers, never both for the same round — a single round has one issuer, one instrument, and one set of terms, and running both SAFEs for the same round would double-issue the same raise.
The tranches — suggested figures, no offering
For the PBC track, the raise is described in three tranches. The figures are suggested, not set, and the tranches are a plan, not an offering. Nothing has been issued, and no tranche is open.
| Tranche | Form | Figures | Status |
|---|---|---|---|
| Tranche 1 | SAFE | $500k–$1.5M suggested; cap $8M–$15M suggested; discount 20% or none. | Suggested figures only. Nothing issued. |
| Tranche 2 | Priced equity | Price set then, not today. | No price exists today. Nothing issued. |
| Tranche 3 | Open Global Investment + Windfall frameworks | Frameworks only — no terms exist. | Framework only. Nothing issued. |
Tranche 1 is a SAFE with suggested figures: a raise of $500k to $1.5M, a valuation cap of $8M to $15M, and a discount of 20% or none. Suggested means suggested — counsel sets the actual figures, and until counsel does, the range is the whole story. Tranche 2 is priced equity, and its price is set at the time of Tranche 2, not today; no price is quoted here because none exists. Tranche 3 is the Open Global Investment and Windfall frameworks — frameworks only, with no terms, as set out above.
There is no offering language on this page, and there must be none added to it: no invitation to buy, no investment control, no subscription, no price at which anyone can participate. The tranches describe a plan for a future raise by an issuer that has not yet been chosen in writing. Until the issuer is chosen, counsel sets the terms, and the proper filings are made, there is nothing to invest in.
What is still unknown
- Which issuer will be chosen for any for-profit PBC raise — new PBC, conversion, or AGI Corp. Not chosen; the choice must be made in writing first.
- Every blank in the Windfall Clause: the threshold percentage and its measures, the Windfall Share percentage, and the administrator. All blank, all for counsel.
- Any terms for Open Global Investment. None exist today.
- Any share price, share count, or Tranche 2 price. None exists today.
- Whether the PBC track will be used at all, and if so by which entity. Not decided — and it does not apply to the filed nonprofit Foundation.