Term Sheet & Disclosure Memorandum

Prop Pizza, Reincorporated

Doc No. PAP-0001
Draft: Rev. 1 (Final)
Jurisdiction: Delaware, probably

You noticed the pizza box too, huh? There's a scene where a pizza box sits in the background with "paloalto-pizza.com" printed on the lid. Nobody was supposed to read it. I read it. The domain was available, so I bought it, and this is what's here now.

Company Overview

The Company owns a domain name with the word "pizza" in it. That is the extent of the operation. No pizza is made, sold, held in inventory, or planned.

There was, at one point, a real Palo Alto Pizza Co. on Park Blvd. It closed. Its domain lapsed. A television show had already printed the address on a prop box, which is the only reason anyone was still typing it into a browser. The Company exists in the gap between those two facts.

Founder

Name: withheld, pending a better idea
Relevant experience: paused a streaming service and squinted
Qualifications: owns a laptop, and eleven dollars

Capitalization Table

Holder	Shares	Ownership	Vesting
Founder	1	100%	Fully vested on day one
Seed Investor (extra pepperoni round)	0	0%	N/A. Declined to participate.
Advisory Board (a guy who works in ads)	0	0%	Advises verbally, at parties
Option Pool	0	0%	Reserved indefinitely for nobody

Terms

1.1

Valuation, pre-money: zero dollars. Post-money: still roughly zero dollars, adjusted upward slightly for the registration fee already paid.

1.2

Use of proceeds: the annual renewal, then the hosting bill. Any remainder will be spent on pizza from somewhere that actually makes it.

1.3

Liquidation preference: 1x, non-participating. Included here because it sounds correct.

Risk Factors

The Company has no product and no revenue, and is not pursuing either.
Market research consisted of one paused frame of television.
A business by this name already tried this in Palo Alto and is no longer open, which should probably be read as a warning.
Renewal comes due once a year and is the largest recurring liability on the books.
Nothing here is an offer to sell securities, pizza, or anything else.

The Founder

Founder & Sole Employee

Witnessed

By Whoever Was Standing Nearby