Aether House Pattaya — Full LP Term Sheet

1. Parties and Subject Matter

Aether House Pattaya is a sponsored builder residency in Pattaya, Thailand, operated by Fling.AI Pte. Ltd. (Singapore) as Manager. In consideration for residency benefits, each resident grants Fling.AI a 10% economic interest in residency-derived work under the Aether House Founder Agreement (see §6).

Fling.AI aggregates these grants into a resident equity pool from which Limited Partners (“LPs”) receive pro-rata distributions, net of carry, under the Aether House LP Agreement (see §9). Fling.AI is the central counterparty under both agreements.

This summary term sheet sets out the proposed, non-binding terms on which LPs may subscribe. Definitive terms will appear only in the executed LP Agreement.

2. LP Subscription Summary

LPs commit capital under the LP Agreement (§4). In exchange each LP receives:

• a pro-rata share of net distributions from the resident equity pool generated by the cohorts they fund (§9);
• optional participation in the Partner Fund Track on partner-VC cheques deployed into residents (§12).

LPs do not vote on individual residents, projects, or investments. The Manager retains full operational discretion (§3, Governance). Returns are venture-style and illiquid; expected timeline at §11.

3. Summary Terms

• Manager / GP: Fling.AI Pte. Ltd. (Singapore), UEN 202329897K.
• GP principal: Michael B. Currie. Contributes no capital. Compensated via ranged salary (op-ex; see §14) plus 20% carry on the resident equity pool.
• Community Manager: salaried role (op-ex). On-site in Pattaya; runs operations, events, payments, scheduling, and the monthly show-and-tell call (§10).
• Resident grant: 10% economic interest per resident, structured as a SAFE-style instrument with IP and revenue back-stops (see §6).
• LP commitment: Suggested $25,000 – $250,000 per LP. Larger tickets considered. Commitment can be drawn over 12 months.
• Carry to manager: 20% of net distributions from the resident equity pool. (Industry-standard VC carry.)
• Management fee: None on AUM. GP and Community Manager salaries are disclosed line items in the operating budget (§14), not a management fee.
• Venue model: partner-resort block-booking (pay-per-occupied-room). No long-term villa lease in the first 12 months. See §13.
• Visiting Partners: short-stay (2–5 day) high-profile guests — prominent crypto, DeFi, AI, and builder figures. Free accommodation from existing room-block capacity in exchange for cohort talks and name/photo rights. See §16.
• Term: 7 years, with two one-year extensions at manager’s discretion to allow trailing exits.
• Reporting: A single monthly show-and-tell call where residents demo what they shipped. Recording shared with LPs.
• Governance: The manager retains full operational control over resident selection and program direction. LPs do not vote on individual residents or investments.
• Jurisdiction: Singapore law. Disputes resolved by SIAC arbitration in Singapore.
• Tail period on resident grants: 24 months after a resident’s departure (see §7).

4. Legal Structure

The arrangement uses a simple two-agreement structure with Fling.AI Pte. Ltd. (Singapore) sitting at the centre:

• The Aether House Founder Agreement — signed by every resident before move-in. This is the instrument by which the resident grants Fling.AI a 10% economic interest in residency-derived work, plus standard IP back-stop and revenue-share fallback (see §6).
• The Aether House LP Agreement — signed by every Limited Partner at subscription. This is the instrument by which the LP commits capital and is allocated a pro-rata share of net distributions from the resident pool, after carry.

Singapore is chosen because (a) Fling.AI is already a Singapore company with operating history, (b) Singapore is the natural jurisdiction for SE Asia dealflow, and (c) Singapore law is familiar to most international investors.

The GP (Michael B. Currie) contributes no capital to the vehicle. GP compensation consists of a monthly salary disclosed in the operating budget (§14) plus 20% carry on net distributions from the resident equity pool (§9). This alignment ensures the GP is paid to do the work and rewarded on the upside, without charging LPs a management fee on committed capital.

5. Team and Roles

Aether House is operated by a small, deliberate team. Roles and compensation are visible to every LP at subscription.

• General Partner — Michael B. Currie. Selects and interviews residents, structures and signs all Founder Agreements and LP Agreements, runs financial structuring, acts as Director of Fling.AI Pte. Ltd., and represents the vehicle to partner funds and Visiting Partners. Compensation: $3,000 – $5,000 / month salary (op-ex; see §14) plus 20% carry on the resident equity pool.
• Community Manager. Hired in Pattaya. On-site host for each cohort. Handles event programming, resident logistics, monthly payments (groceries, resort invoices, stipend transfers), scheduling, on-boarding and off-boarding, Visiting Partner hosting, and runs the monthly show-and-tell call (the GP attends; see §10). Compensation: $1,500 – $3,000 / month salary (op-ex; see §14).
• Limited Partners. Commit capital. No operational responsibilities. Receive pro-rata distributions (see §9) and the reporting stream (see §10).

The GP contributes only work, time, and network. All capital comes from the LPs.

6. Resident-Side: How the 10% Actually Works

The Founder Agreement is governed by Singapore law; disputes go to SIAC arbitration in Singapore (see §3).

6.1 Scope: What Is In, What Is Out

Every resident files two documents before move-in:

• Prior Inventions and Outside Obligations Schedule. Lists pre-existing projects, patents, open-source commitments, and employment or contractor engagements the resident is continuing. This is the standard “IIAA Schedule A” pattern used by every VC-backed startup at hire. Items on this schedule are categorically excluded from the 10% grant.
• Residency Project Schedule. The canonical list of what the resident is actually building at Aether House. Updated monthly with the Community Manager and counter-signed by the GP. Items on this schedule are in scope for the 10% grant.

Out of scope by default:

• Work continuing from a prior employer under an existing obligation.
• Open-source contributions to unrelated projects.
• Personal hobby projects with no commercial activity, no revenue, and no incorporation.

In scope:

• Anything built, designed, prototyped, or materially advanced using residency time and resources, where that work appears on the Residency Project Schedule.

6.2 The 10% Mechanism

Every resident signs the Aether House Founder Agreement before they move in. That agreement contains a layered grant — designed so that whatever a resident ships, the House gets paid:

• Layer 1 — Equity SAFE. If the resident incorporates a company in connection with the project, Fling.AI receives a post-money 10% SAFE on standard YC-style terms. It converts at the next priced round, on a change of control, or at IPO.
• Layer 2 — Founder share assignment. If a company already exists on the resident’s arrival, the resident assigns 10% of the founder common stock to Fling.AI within 30 days, subject to standard vesting acceleration on residency completion.
• Layer 3 — Revenue share fallback. If the resident never incorporates but generates revenue from the project (e.g., indie SaaS, token sale, agency revenue), the resident pays Fling.AI 10% of net revenue from that project, capped at 24 months of revenue or 3× the cash-equivalent value of the residency benefits received, whichever the resident prefers. This cap is the explicit safety valve for indie hackers.
• Layer 4 — IP back-stop. Any IP created during the residency in connection with a residency project is co-owned by the resident and Fling.AI until the resident has performed Layer 1 / 2 / 3 above. Once the grant is documented, the IP reverts to the resident’s entity.

The resident chooses whichever path matches their commercial reality. The House does not force incorporation. A resident who never monetises a project owes nothing.

6.3 Scenarios: What You Owe the House

Concrete examples of how the 10% applies (and doesn’t) in the cases savvy entrepreneurs actually ask about:

If your situation isn’t listed, it is adjudicated by the two schedules above and the “materially worked on” test in §7. When in doubt, ask the GP before you sign anything.

7. Safeguards Against “Finishing After Leaving”

This is the most common LP question and the one we’ve worked hardest on. The Founder Agreement includes four overlapping safeguards:

• The Project Schedule. Every resident maintains a written list — updated monthly with the manager and counter-signed — of every project they are materially working on at Aether House. This is the canonical record of what is and is not covered.
• The 24-month tail. Anything on the Project Schedule that is incorporated, financed, acquired, or commercialised within 24 months of a resident’s departure date is deemed a residency project. The 10% applies. This is identical to the non-compete / IP-tail provisions used by most VC-backed startups for their employees.
• “Materially worked on” test. A project is on-schedule if the resident shipped code, design, data, prototypes, fundraising decks, customer interviews, or any other tangible work product on it during their stay. This is a deliberately broad and well-trodden contract standard.
  • In-scope examples. Committing code to a residency project’s repo during the stay. Running customer interviews using residency time. Authoring pitch decks or fundraising materials while in residence. Using the cohort as product feedback.
  • Out-of-scope examples. A single line of documentation on a pre-existing open-source project. Maintenance on a Prior Inventions-listed codebase. Weekend work on a personal blog. A bug fix on an existing employer’s product.
• Audit rights. Fling.AI has the right (not the routine practice) to request reasonable evidence — git history, public launches, fundraising announcements, cap tables — if a former resident appears to be re-launching a residency project under a different brand.

The Prior Inventions Schedule defines what is categorically excluded; the “materially worked on” test applies only to cases not pre-cleared on either schedule.

Disputes go to SIAC arbitration in Singapore. The bar to invoke is high; the documentation is unambiguous; the standard mirrors what every YC, Antler, and South Park Commons company already signs.

8. Solo Builders vs. Collaboration

Both happen. The mix is roughly 70/30 solo-to-collaborative across comparable residencies, and we expect Aether House to look similar:

• Solo projects. The 10% applies to the resident’s share of the project. Most short-stay residents fall here.
• Resident-resident collaborations. The 10% applies to each resident’s share of the project. So if two residents co-found a company 50/50, Fling.AI ends up with 10% of the company in aggregate (5% from each founder’s stack), not 20%. Collaboration is not penalised.
• Resident + outside collaborator. Only the resident’s portion of the cap table is subject to the 10%. Outside co-founders are not affected.

It is realistic — and common — for a serious builder to ship a meaningful project solo within a 1–6 month residency, especially in AI tooling, crypto/DeFi, and indie SaaS. Collaboration is encouraged but never required, and the program is explicitly designed so a single builder with a sharp idea can ship without depending on the cohort.

9. LP-Side Economics & Distribution Waterfall

LPs subscribe to a class of contractual rights under Fling.AI Pte. Ltd. The economics are:

• Capital deployment. LP capital flows directly into residency operations. There is no separate management fee on top.
• Cohort allocation. Each LP is allocated to one or more cohorts based on the timing and size of their commitment. An LP funding three cohorts shares pro-rata in the equity pool generated by those three cohorts.
• Carry. The manager receives 20% of net distributions; LPs receive 80%, allocated pro-rata to their share of cohort funding.
• Distributions. Distributed in cash or in-kind (shares) when the underlying instruments produce a liquid event — priced round, secondary, M&A, IPO, or revenue-share payments.
• No cross-collateralisation. A failing cohort does not dilute the upside of a successful one; LPs are scoped to their funded cohorts.

Worked example. An LP commits $100,000 to fund a single 8-resident cohort whose total operating cost is $200,000. They have funded 50% of the cohort. One resident later sells their company for $20M; the House’s 10% returns $2M. After 20% manager carry ($400k), $1.6M is distributed pro-rata to LPs. This LP receives $800,000 — 8× on that single hit. Across a typical 8-resident cohort, one or two hits is what drives the vehicle.

10. Reporting & Transparency

Reporting is deliberately lightweight: one monthly show-and-tell call, and that is the entire LP-facing process.

• Monthly show-and-tell. A single live call (typically 60–90 minutes). Each in-house resident demos what they shipped that month — code, customers, fundraising, launches, whatever they have to show. The Community Manager runs the call; the GP attends.
• LP attendance. All LPs are invited. Attending live is optional. The recording is shared with every LP afterward, along with a brief written summary of who is in-house and what was demoed.
• Resident obligation. Participation in the monthly show-and-tell is a contractual obligation under the Aether House Founder Agreement. Missing it without cause is a breach. This is also how we surface residents who aren’t shipping, so they can be replaced.
• Ad-hoc disclosures. Material events — a resident raising a priced round, an acquisition, a closure — are emailed to LPs as they happen.

What we deliberately do not do: monthly written reports, quarterly investor calls, audited annual statements, or a real-time portfolio dashboard. The administrative cost of those exceeds their value at this fund size, and the work itself — visible every month at the show-and-tell — is the report.

11. Investment Timeline & Expected Returns

This is a venture-style commitment with a venture-style timeline. LPs should plan for:

• Years 0–1. Capital deployed into operations. First cohorts ship. Most projects are pre-revenue and pre-financing. No distributions expected.
• Years 1–3. First priced rounds and acquisitions appear. Revenue-share payments begin trickling in for indie projects. First small distributions possible.
• Years 3–7. The bulk of expected DPI. Successful residents either raise institutional rounds (triggering SAFE conversions and secondary opportunities) or are acquired.
• Years 7–10. Long-tail exits and outliers. The vehicle’s extension period covers this window.

The fastest paths to liquidity are crypto/DeFi projects (where token launches can produce distributions in 6–18 months) and revenue-share fallbacks (which produce monthly cash flow once a project is monetised). The slowest are equity SAFEs in companies that take time to raise — but that is also where the largest outcomes live.

This is an illiquid commitment. LPs should expect their capital to be locked for the full term and should size their commitment accordingly.

12. Partner Fund Track (Optional)

In addition to the standard LP slot, Aether House can partner with seed and pre-seed VCs who want a structured pipeline of cohort-vetted founders. This is a separate track from the LP commitment and operates on familiar accelerator-style terms:

• The deal. Partner fund commits to deploy a standard cheque (e.g., $10,000 – $50,000) into every resident who opts in, on uncapped MFN SAFE terms. Iterative-style $10K validation cheques are the canonical reference point.
• What partner fund gets. First-look on every resident’s next round, structured access to the cohort, and branding rights at the villa.
• What Aether House gets. A negotiated carry slice on partner-fund-deployed cheques (typically 5–10%), which flows back into the LP distribution waterfall on the same 80/20 split.
• Resident optionality. Residents can decline partner fund cheques without affecting their residency. The 10% house grant is independent of any partner-fund cheque.

This track turns Aether House into a dealflow machine for one or two carefully chosen funds, layers an additional carry stream on top of the resident equity pool, and gives residents an easy on-ramp to institutional capital. We are open to one anchor partner fund per cohort.

13. Operations Model and Venue

Aether House deliberately avoids real-estate capital commitments in its first year. The goal is to expose LP capital to program risk, not property-market risk.

• Default model: partner-resort block-booking. Aether House negotiates preferred long-stay rates for a block of 6–12 rooms per month at one or two luxury resorts on Jomtien Beach. The vehicle pays only for occupied rooms. No lease deposit, no minimum monthly spend beyond the block minimum, no empty-room risk.
• No real-estate capital commitment. The vehicle does not buy property and does not sign a long-term villa lease in the first 12 months. This is a deliberate LP-protection choice.
• Common spaces. Dedicated coworking space (in-resort or nearby, ~$400–$800 / month supplement), poolside access, and event venues either through the resort partnership or booked à la carte.
• Graduation path. Once two consecutive cohorts run at ≥80% occupancy (i.e., demand is proven), the vehicle may transition to a dedicated villa lease for cohesion and brand-identity reasons. This transition will be disclosed to LPs in advance and reflected in the next month’s operating budget.

This model inverts the usual hacker-house risk profile. Instead of signing a villa lease and hoping to fill it, we fill cohorts and expand our room block to match.

14. Budget Breakdown (Monthly, ~8 Residents — Scalable)

All figures in USD. Based on 2026 Pattaya market rates. 1 USD ≈ 32 THB.

Per resident add-on: 2,000 USDT (one-time) transport stipend toward flights, paid as a flat amount to the resident’s crypto wallet on arrival at the villa. Crypto-only. If a resident cannot front the ticket, the house may book the flight directly in lieu of the stipend.

Annual run-rate example (8 residents steady-state): ≈ $190,000 – $322,000 USD (plus initial setup costs).

15. Funding Mechanics

• LP wires committed capital to Fling.AI Pte. Ltd. per the call schedule in the LP Agreement.
• Capital flows into a ring-fenced operating account; bookkeeping is done in Singapore.
• Any operating surplus rolls into a follow-on reserve used to participate in residents’ later priced rounds at LP-friendly terms.
• All resident grants (SAFEs, founder share assignments, revenue rights) are held by Fling.AI on behalf of the LP pool. The current cap table of holdings is shared at the monthly show-and-tell (see §10).

16. Visiting Partners & Strategic Relationships

16.1 Visiting Partners

High-profile crypto, DeFi, AI, and builder figures — people whose presence raises the cohort’s ambient IQ and lends the House credibility — are invited to visit for 2–5 days at a time.

The deal with a Visiting Partner:

• Free accommodation at the partner resort for the duration of the visit (absorbed into existing room-block capacity; see §13).
• Airport pickup, welcome dinner with the cohort, and one off-schedule evening.
• In exchange: one informal talk or AMA with the cohort (slides optional), a photo session, and name / photo rights for House marketing materials.

Why the trade works. We offer a short luxury beach holiday in exchange for a few hours of their time. That trade is attractive to a very large pool of high-profile individuals who are otherwise expensive to book for the same content. It produces compounding network effects: Visiting Partner #3 is easier to land after #2, who was easier to land than #1. And once the venue has hosted its first few recognisable names, the pipeline for residents and LPs also gets easier.

Marketing posture. Confirmed Visiting Partners are announced at the next monthly show-and-tell (§10) and in House marketing as they book. No speculative endorsements, no names before commitment. An empty “past Visiting Partners” list is better than a speculative one.

16.2 Strategic Relationships

Institutional-level relationships distinct from Visiting Partners — organisations rather than individuals:

• Regional industry associations and standards bodies.
• Partner funds (see §12).
• Allied hacker-house and residency operators (mutual referral).
• Thailand-based crypto, DeFi, and AI organisations.

These produce soft-network access (office hours, AMA windows, dealflow routing) that residents cannot easily buy elsewhere. Same marketing posture: announced at the next monthly show-and-tell (§10) as they formalise; never before.

The “no names before commitment” rule signals to LPs that anything announced is real, not marketing.

Issued by Fling.AI Pte. Ltd. as Manager. Authorised representative: Michael B. Currie, Director. For subscription enquiries and onboarding, see letsmakethefuture.org/villa-lp.