KOKOS

How Your Investment Works

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How It Works Investor Overview Growth Plan
How Your
Investment Works
Confidential
July 2026
Contact
invest@kokosicecream.com
Plain English
You are not making a loan.
You are betting on the company.

Emerald Sea Holdings, Inc. — the parent company behind the KOKOS brand — is raising money through an instrument called a SAFE — Simple Agreement for Future Equity. If you haven't seen one before, don't worry. This document walks you through exactly what a SAFE is, how your money works, and how you could eventually see a return. No jargon required.

Example Investment
$25,000
Instrument
Post-money SAFE
Valuation Cap
$4,000,000
Illustrative Ownership
~0.625%
before future dilution
What a SAFE is
A promise of future equity — not a loan.
A SAFE stands for Simple Agreement for Future Equity. It was created by Y Combinator to make early-stage investing simpler and fairer for both sides.

When you invest through a SAFE, the company takes your money now and promises that when a future milestone happens — like a bigger fundraising round or an acquisition — your investment converts into actual equity in the company.

You are not a lender. There is no scheduled repayment, no interest rate, and no maturity date that forces a payout. You are an early believer who gets in at a favorable valuation cap in exchange for accepting early-stage risk.
What a SAFE is not
Not a loan. Not a guarantee. Not a sure thing.
A SAFE is not a loan — the company does not owe you a repayment on a schedule. It is not a guaranteed return — your outcome depends entirely on how the company performs. It is not a bond or savings product.

You will not receive monthly interest. You will not get your money back at a fixed date. If the company fails before a triggering event occurs, you could lose your entire investment.

That is the trade-off: you accept real risk in exchange for getting in early, at a $4 million valuation cap, before the company's value grows to reflect what you believe it will become.
The Math
$25,000 at a $4M cap equals approximately 0.625%
At the $4 million post-money valuation cap, a $25,000 investment represents approximately 0.625% of the company before any future dilution. Future fundraising rounds will dilute everyone — that is normal and expected — but your percentage is locked in at conversion based on these terms.
$25,000
$4,000,000
0.625%
Approximate ownership at cap
The Return
Three ways a SAFE investor
could see money back
01
Company is acquired
If Emerald Sea Holdings, Inc. is acquired, the SAFE converts into equity at the cap and you receive your share of the acquisition proceeds. This is the most common liquidity path for consumer brand investors.
02
Company raises a priced round
If Emerald Sea Holdings, Inc. raises a larger equity round — Series A or beyond — your SAFE converts into shares of that class (or a related class). You then own actual stock, and that stock could be sold in a later event.
03
Majority recapitalization or IPO
If the company is partially sold, recapitalized with a majority investor, or eventually goes public, the SAFE converts and your equity position participates in that event under the terms of the agreement.
Illustrative Outcomes
What 0.625% looks like at different company values
Illustrative Company Value Your ~0.625% Approx. Multiple Illustrative Gain
$4,000,000 $25,000 1.0× — break-even $0
$10,000,000 $62,500 2.5× $37,500
$25,000,000 $156,250 6.25× $131,250
$50,000,000 $312,500 12.5× $287,500
These are illustrations only — not forecasts or promises. Actual returns depend on SAFE terms, future dilution, transaction costs, taxes, and whether the company achieves a liquidity event.

Real ownership at exit will usually be lower than 0.625% due to dilution from future fundraising. Future financing rounds are expected and normal — they also tend to indicate the company is growing.

Step by Step
What happens after you invest
1
You sign the SAFE and wire funds
You execute the SAFE agreement and transfer $25,000 (or your chosen amount) to Emerald Sea Holdings, Inc. The SAFE is now a legal contract.
2
The company builds
Emerald Sea Holdings, Inc. uses the proceeds to grow the KOKOS brand — completing the company transition, building wholesale, improving the flagship, and executing the growth plan. You get updates along the way.
3
A triggering event occurs
When the company raises a priced equity round, is acquired, or another SAFE trigger occurs, your SAFE converts into equity. You become a shareholder.
4
Liquidity event
If the company is sold or otherwise becomes liquid, you receive your share of the proceeds based on your equity ownership and the terms of the transaction.
Common Questions
Answered honestly
Do I own shares right now?
Not yet. A SAFE is a contractual right to receive equity when a triggering event occurs — not immediate share ownership. Think of it as a reserved seat that activates when the time comes.
Am I guaranteed 0.625% forever?
No. The 0.625% is what your investment implies at the $4M cap before dilution. Future fundraising rounds will dilute all shareholders — including you. That dilution is normal and expected as the company grows.
Do I receive interest or dividends?
No. A SAFE is not a loan and pays no interest. Dividends are possible only if the board declares them in the future — which is unlikely in the early years when profits are reinvested for growth.
When do I get my money back?
There is no scheduled repayment date. A return depends on a future liquidity event: an acquisition, a larger priced equity round, or another triggering event. These typically take 5–10 years at the earliest.
Can I lose all of my investment?
Yes. This is an early-stage, illiquid, high-risk investment. If the company fails before a triggering event occurs, the SAFE has no guaranteed recovery. Only invest what you can genuinely afford to lose.
Can I sell my SAFE to someone else?
Generally, SAFEs are not transferable without company consent. Your investment is intended to be held until a company liquidity event — it is not a tradable instrument like a stock.
The People Behind It
Sam Brooker & Jerusa van Lith
Husband & Wife · Co-Founders · Nashville, TN

We started KOKOS nine years ago with a simple and stubborn conviction: that ice cream made without dairy, eggs, or nuts should be so good that no one notices what's missing. Not a substitute. The best ice cream — full stop. Ice cream for everyone.

Nine years later, the goal hasn't changed. The company around it is growing up to match it.

What You Are Really Betting On
That KOKOS becomes something Nashville and beyond can't imagine losing.
Nine years in, the KOKOS brand is loved. The product is proven. The vision is clear. This round funds Emerald Sea Holdings, Inc.'s transition from a founder-built local brand into a scalable company with the legal, financial and operational structure to grow — and eventually to give investors a return worth having.
Next Steps
Start with a conversation.
If you are interested or just have questions, reach out directly. There is no hard sell here. If this investment is right for you and for us, we will both know it. The SAFE documents and full investor overview are available on request.

invest@kokosicecream.com

Important: This document is an illustrative explainer provided for discussion purposes only. It does not constitute an offer to sell or a solicitation to buy any security. The figures shown are illustrative examples — not forecasts, projections or promises of financial performance. All investor rights and obligations are governed solely by the executed SAFE agreement and applicable law. This is a high-risk, illiquid investment; investors could lose their entire investment. Consult your own legal, tax and financial advisors before investing. Emerald Sea Holdings, Inc. | Nashville, Tennessee | invest@kokosicecream.com

KOKOS · How Your Investment Works · Emerald Sea Holdings, Inc. · Confidential · July 2026 invest@kokosicecream.com