Foundry Company Captable Consideration

Part of this depends on the very structure of how the foundry support happens.

I would suggest that the thought process is kind of like an “N+1” cofounder. So the foundry initiates the projects, looks for co-founders — 1 or 2 people who are the founding team. A company isn’t created right away, but rather worked on inside the foundry. The foundry funds this and facilitates the founders working on the project. The foundry has additional staff and other resources that are put into the project.

Then, at some point, the company is actually formed and the equity is split as founder shares. There are 1 or 2 founders, maybe some early staff, and the foundry itself. The foundry has ideated and also funded things. They are getting founding shares for that work. And, it’s also likely that at this point they are putting $$$ in to keep the company moving forward (because that’s one of the few reasons to formalize the company formation).

So, money has its own rules, and likely going in as convertible debt or SAFE so that outside money sets the valuation is the right thing to do for that part.

For the foundry “founding shares” component — maybe 10–20%? If this is fully vested, maybe 10%. Should a foundry have shares that vest over time, meaning they continue to actively work with the company? This really comes down to an “it depends” and works into the model of the foundry itself.

All that being said — absolutely I have heard that upstream funders look at the foundry equity on the captable and think of it as “dead” equity.