Fifteen percent and a royalty

The in-person meeting produces the actual numbers, safe to share because nothing’s signed yet, an NDA to come ▸ 9:55: 25 million pesos for 15% of Tencargo, plus a 3% royalty on net profits ▸ 10:52. His read is immediate, “me está cogiendo por dos lados” ▸ 11:38, and the diary supplies the term he looked up for it, a double-dip, equity and royalty both, poorly regarded because the next investor asks why so much is flowing to one person ▸ 11:50. His counter is precise: cap the royalty with a deadline so it doesn’t become “una sanguijuela”, and they settle on 3% only until the 25 million is recouped ▸ 12:14.

The move that flips the deal is the padrino’s, and it’s worth studying: 15% for 25 million alone is stingy, so he reframes it as staged, 25 million for the MVP now, more later, up to 80 million, all at the same participation ▸ 12:58. Suddenly the same headline percentage reads generous instead of predatory ▸ 13:30. The lesson for the diary is that a term sheet’s fairness lives in its second clause, not its first.

un term sheet se juzga por la segunda cláusula, no por el titular →

The relational beat is the tell he reads in real time. He saves the REAPRA-Asia complication for last, not wanting to open with it, and watches the padrino cross his arms mid-explanation, “casi que involuntariamente” ▸ 8:53. What defuses it is the honest incentive alignment: the only way he’d reject Asia is if they make Tencargo profitable in six months ▸ 23:48, which is exactly the urgency the padrino wants, so the threat becomes a shared deadline. He signs with the padrino first, REAPRA second ▸ 13:50, and the whole thing is framed correctly at the end: the money matters less than the goal, “la vaquita de leche” that funds the companies after this one ▸ 14:56…