Bridge round

Two ways to participate in the upside of the reboot.

Two ways to participate in the upside of the reboot. The RUV puts money into Cadoo Inc. The note is from Timothy Z. Parsa, personally, and the shares come out of his own holding. The revenue plan below is the business those two instruments sit on.

The business

A buyer funds the game. A person has to do the work.

Fitness brands, events, and corporate wellness programs fund the base. The entry fee on that game is $0. The prize is that buyer’s own store credit. People join free. The credit only counts when the workout is real.

The revenue is four lines. A brand campaign: the buyer pays $10,000, players can earn $9,000, and Cadoo keeps $1,000. That campaign is 100 people, $30 of store credit, 3 games. A friend game adds a separate 25% on what is forfeited. A host adds 10% of an extra pool when the game is created, Premium at the app store price, 3.5% + $2 on a cash deposit, and 10% + $2 on a cash withdrawal. Spending the credit on skins does not charge the brand again.

A friend game is a stake. If they finish, the entry comes back with the reward. If they forfeit, a separate 25% applies to forfeited entry stakes. That fee is not part of the brand pool.

A brand can start with a free private game. That game is the proof. The revenue is the campaign they fund after it. The free join is not the fee.

The public revenue plan is the same story, on the site.

The person

Join, then finish the game, then the money.

This is the path in the product. There is no separate “investor version” of it. Credit is paid when the game is completed, not after one workout.

  1. They join

    Free. A camera game counts the rep and the form. Steps come from Apple Health or Google Health Connect.

  2. The game is finished

    A brand series pays when the player hits the daily target on the days that game requires. One verified workout is not the payout. Only the reps and steps that counted are paid.

  3. Only what counted gets paid

    A brand, event, or company game pays that buyer’s store credit, and only for the work that counted. A friend game pays from the stake.

  4. Cadoo was already paid

    The 10% was taken when the buyer funded the pool. Spending the credit does not charge another 10%.

  5. They host the next one

    That person hosts, or plays on a team between two sides. Hosting and team games are what bring the next fitness brand, the next event, and the next corporate wellness program. That buyer pays the pool again.

What the buyer pays

The brand pays once.

Cadoo keeps 10% of that payment. The rest is credit players can earn. Spending the credit does not charge the brand again.

$10,000Brand pays
$9,000Players can earn
$1,000Cadoo keeps

That $10,000 is one campaign: 100 people, $30 of store credit, 3 games.

The credit spends on that brand’s skins inside Cadoo. Another brand’s credit cannot buy them. A code at the brand’s own checkout, in the store or online, is not live. Until then the credit does not leave Cadoo. Cash from a friend game is a different balance, and it is not converted into brand credit.

An event can fund a private game today. The event calendar is not on yet. Winner cards are how the player shows the buyer’s name on the work.

Retain. Grow. Avoid churn and brand decay.

What a host pays

The consumer fees sit on top of the 10%.

The 10% above is the buyer. Hosting adds these.

  1. 10% of an extra pool

    When a host adds a prize pool, Cadoo keeps 10% of that pool when the game is created. The host’s own entry is not charged that 10% again.

  2. 25% on a forfeit

    On a friend game, the 25% applies to forfeited entry stakes. A solo competitive game uses 17.5% instead, and it does not use the 25%.

  3. Premium, deposits, withdrawals

    Premium is a subscription at the price the app store charges. It lets a player host before Silver I, and add cash before Bronze I. Reaching Silver I still unlocks hosting without a subscription. A cash deposit is 3.5% + $2. A cash withdrawal is 10% + $2.

Two ways in.

The RUV, or the note.

From Timothy Z. Parsa. Two instruments. One puts money into Cadoo Inc. The other is a personal note, and the shares come out of his holding. The dollar amount of founder money already in the company is not in this packet. The price per share on the note is not in this packet.

Path A · the RUV
Path B · the note
Issuer
Cadoo Inc.
Timothy Z. Parsa, personally. The company is not the payor.
Instrument
An AngelList Roll Up Vehicle. Many people can participate. The vehicle signs one post-money SAFE with Cadoo Inc. The round is Seed+.
A secured convertible note in the holder’s own name.
Valuation
Cap $15,000,000. Discount 0%. Size $500,000. This round sits inside that cap.
The June 2021 seed, $8,000,000 post-money.
Price per share
Set when the SAFE converts.
Fixed from the cap table when the note is signed. Not printed here.
Interest
None.
5% simple. The year is 365 days, and the count is the actual days. Interest converts with the principal.
Term
Until the SAFE converts.
24 months.
Conversion
When the SAFE converts, the upside is shares of Cadoo Inc.
The holder may convert at any time. Conversion is also automatic at a priced round of $1,000,000 or more, immediately before a sale or IPO, and at maturity. At a sale, an IPO, or maturity, the holder may take cash instead.
Prepayment
Not applicable.
Tim may repay on 10 days' notice. During those 10 days the holder may convert instead.
Shares
New shares, issued by the company.
Shares from his own holding. Cadoo issues no new shares.
Security
The SAFE is not secured by a pledge.
His own shares, equal to the shares the principal converts into.
The money
Cash to the company.
Cash to him. Not to the company.

The cap table is not attached.

Share counts, and what a check is worth at the next priced round, are not in this packet. There is no pro forma until that table is attached. Founder money already in the company is on this same SAFE. That dollar total is not on this page.

Still open, and not filled in here: the price per share, any minimum, the size of the note series, default interest, the governing law, and the venue. The form of note is not attached yet. Neither is the AngelList subscription.

Risks.

These are the risks of this business and of these two instruments. A later round may never happen. You can lose the whole amount.

  1. The note is personal

    If it is repaid in cash, repayment depends on Timothy Z. Parsa alone. Cadoo Inc. does not guarantee it. None of that cash goes to the company.

  2. The shares are his

    Cadoo issues no new shares on the note. What can be delivered is limited to his holding. Until the cap table is attached, this packet does not show how many shares that is, or what percent it is.

  3. The price is not in this packet

    The note converts at the June 2021 seed, $8,000,000 post-money. The price per share is fixed from the cap table when the note is signed. It is not printed here, so this packet does not show what a check is worth at a later round.

  4. The brand fee is the campaign

    A free private game is the proof. It is not revenue. Cadoo keeps $1,000 when a buyer pays $10,000 for one campaign. If buyers do not fund the next campaign, that line does not repeat.

  5. The credit stays in the app

    Players spend a brand’s credit on that brand’s skins inside Cadoo. A code at the brand’s own checkout, in the store or online, is not live. Until it is, the credit does not leave Cadoo. Friend-game cash is a different balance, and it is not converted into brand credit.

  6. The workout has to count

    Camera reps include form. A wrong angle does not count as a full rep. Steps come from Apple Health or Google Health Connect. The event calendar is not on yet. An event can fund a private game today. It cannot sell a calendar listing.

  7. Neither path is liquid

    The SAFE waits for a conversion. The note can convert into shares or be repaid in cash. Neither one is a public security, and neither one is something a holder can sell on a market today.

Next step.

Path A or Path B: write tim@cadoo.io with the path, the amount, and the name it should be in. The subscription and the form of note go out only after those terms are set. This page is not the instrument. The documents you sign control.

For the person it is addressed to. Not an offer to sell, and not a solicitation of an offer to buy, any security. Any sale is made only by the definitive documents. Neither instrument is registered under the Securities Act or any state law. You could lose your entire investment. Ask your own legal, tax, and financial advisors.

Get fit. Inspire friends. Get paid.

One address. The packet and the revenue plan are the same facts.

tim@cadoo.io