Y Combinator Letter of Intent Investment Template

LETTER OF INTENT: PROPOSED INVESTMENT

[COMPANY NAME] / Y COMBINATOR

1. LEGAL DISCLAIMER & NOTICE

This Letter of Intent ("LOI") outlines the preliminary terms regarding a proposed investment by Y Combinator (YC) in [Company Name] ("Company"). Except for Sections 4 (Confidentiality), 5 (Exclusivity), and 6 (Governing Law), this LOI is non-binding and does not constitute a legal commitment by either party to consummate the transaction. This document is provided for informational purposes and should be reviewed by competent legal counsel prior to execution.

2. PARTIES

• Investor: Y Combinator Management, LLC (or its designated affiliate) ("Investor").
• Company: [Company Name], a [State of Incorporation] corporation, with its principal place of business at [Full Address] ("Company").

3. OPERATIVE TERMS

1. Investment Instrument: The investment shall be made via a [Standard YC Post-Money SAFE / YC Keep], in the principal amount of $[Amount].
2. Valuation Cap: The investment shall be subject to a Valuation Cap of $[Amount].
3. Use of Proceeds: The Company shall use the proceeds for general working capital, product development, and operational scaling consistent with the Company's business plan.
4. Due Diligence: The Investor shall have the right to conduct a customary due diligence review of the Company’s legal, financial, and operational matters. The Company shall provide reasonable access to books, records, and key personnel.
5. Closing: The closing of the transaction ("Closing") is subject to the execution of definitive investment agreements, including the SAFE, which shall incorporate the terms set forth herein.

4. CONFIDENTIALITY & EXCLUSIVITY

1. Confidentiality: Neither party shall disclose the terms of this LOI or the existence of negotiations to any third party (excluding professional advisors) without prior written consent, except as required by law.
2. Exclusivity: From the Effective Date until [Date, e.g., 30 days post-signature], the Company agrees not to solicit, initiate, or engage in discussions with any third party regarding an alternative investment or acquisition of the Company.

5. GOVERNING LAW

This LOI shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

6. EXECUTION BLOCK

FOR THE COMPANY: Signature: __________________________ Name: [Signatory Name] Title: [Title, e.g., CEO] Date: ________________

FOR THE INVESTOR: Signature: __________________________ Name: [Authorized Signatory] Title: [Title] Date: ________________

7. STEP-BY-STEP EXECUTION GUIDE

• Review & Verify: Ensure the Valuation Cap and Investment Amount match the terms agreed upon in the YC interview or offer letter.
• Due Diligence Data Room: Prior to signing, establish a Virtual Data Room (VDR) containing the Company’s Certificate of Incorporation, current Cap Table, and IP Assignment Agreements to expedite the "Closing" phase.
• Execution: Execute via a secure, audit-trailed electronic signature platform (e.g., DocuSign or HelloSign). Retain the signed PDF in the Company's corporate minute book.
• Transition: Upon execution, proceed immediately to the "Closing" by drafting the definitive SAFE documentation provided via the YC Startup Portal.