Reality is Scarce

Matt Miesnieks
15 min readMay 26, 2022


..and The Metaverse is infinitely abundant.

We live our lives both online and offline. Combining the best of both worlds lets us express our whole selves in exciting ways.

There’s something special about real places that virtual places can’t replicate. Real places have history, context, and feel alive. Being present in a real place can’t quite be communicated through a traditional map or images. You experience a depth of culture that no fictional world can replicate. These are living places, changing with the weather, with the time of day, and especially with the people who are present in that moment. Layers of history are being added in real-time.

People don’t exist independently of a place. Places bring out who we are.

Online, the Metaverse opens up the potential for us to connect globally, detached from geography, with interactions and creativity limited only by our imaginations. Combining the best of both worlds will let us express ourselves in compelling new ways.

I’ve always felt that my attraction to Augmented Reality was that it holds the potential to change our experience of real places, rather than taking us away to a new “virtual place”. So after a long break, I’ve pulled together an amazing team to start a new company to explore this idea.

join our Discord for the latest updates & previews

Today we are announcing, connecting real places to digital-twins, bringing life to the mirror world. We’re building a social layer intertwining the Metaverse and reality, so we can more richly express who we are to each other.

Reflecting the real into the virtual (and back) is a Big Idea, which I’ll explain in more depth later, but the most exciting aspect so far is the team that is forming to build out our vision. LivingCities’ founding team is made up of amazing people I’ve known & admired for years, and I honestly can’t believe we’re all working together on this! We are:

Dream Team for this opportunity :) Matt Miesnieks, John Gaeta and Dennis Crowley

Matt Miesnieks (CEO) — I led from its founding through to its acquisition by Niantic. provided the deep-tech foundation for Niantic’s LightShip developer platform. We showed the industry the necessity of the AR Cloud, and how a computer-vision enabled, semantic 3D map of the world would be foundational for all spatial apps, and is now being built out (under various names) by every major AR platform player. Part of the problem we’re working on now is answering the question “Once we have all these 3D maps, what happens then?”.

John Gaeta (Imagineering) — literally built The Matrix (and won an Oscar for it). His pioneering spirit has influenced countless others to push their own limits of creative innovation. He’s been figuring out how to step into worlds and build layers upon our own world at Lucasfilm & Magic Leap, and most recently was an Executive Creative Producer on Epic’s Matrix Awakens.

Dennis Crowley (Product) — co-founded Foursquare and has spent his whole career working to connect software to the real world. He’s possibly the only person on earth to build real-world-connected social software at scale. I haven’t met anyone who understands how people really use software in the places they live their daily lives, to improve their lives, better than Dennis.

Alongside the three of us we have a small team including talent from Apple, award-winning Nexus Studios, Meow Wolf, and Zaha Hadid’s architectural firm, as well as veteran crypto developers, and we are building a deep bench who understand how real and virtual places can be connected. We are building out the team right now, looking for an MMO Engineeering lead, a community manager, and more technical and creative skill sets.

That’s cool, but what are you building?

We’re building a consumer social product enabling new forms of self-expression. It will:

  • reflect real people & places out to the global audiences of the virtual world; and
  • reflect the creative freedoms of the virtual world back into the real.

What this will look like is a consumer experience, ultimately delivered over open web3 protocols as a 3D space, where the virtual world looks & feels like a real place and is aligned with that place. A point in virtual space exactly matches the corresponding point in real space. Actions in either world can be reflected into the other in many literal or expressionistic (imaginative, impressionistic) ways. New AI adjacent creative technologies allow us to express ourselves in 3D similarly to how camera-phones allowed us to express ourselves in 2D on mobile.

9 principles for connecting the real & virtual

We aren’t ready to talk specifics about our forthcoming product, but we want to share our beliefs that will shape it. We believe that:

  • Reality is Scarce. Compared to online worlds, which are infinitely abundant, there’s only so much physical real estate. It’s finite, and thus comparatively scarce. In infinite online worlds, scarcity is often artificially applied to create value. This is built into the real world. It creates incredible opportunities for creative expression and economic value. We are building with this principle front & center.
  • People are the killer app. I’ve lived through two platform shifts in my career in tech. We’re now shifting from mobile into The Metaverse (in all its 3D, crypto, spatial, XR, decentralized messiness). When these shifts are in their early stages the mass-market skeptically asks, “What are the use cases? What’s the killer app?”. The reality is that there is no killer app for a platform shift. It’s the same use cases we already have today on today’s devices. What drives the shift is that the new platform enables people to express themselves in a new way. We’re most excited about the new forms of social expression that will reflect between the real world & the metaverse.
  • The Spirit of Place is what we want to capture, not the geometry, the textures, the semantics etc. Those are all the bricks that make a digital house, we want to build a home. We found the best description of this here.
  • Lore is built-in to real places. When someone makes a game, or a film, or writes a novel, they need to spend an inordinate amount of time “world-building”. This is because we make our places, then our places make us. This made-up world is what engages the audience, as much as any character or plot device. This often takes more work than crafting the story itself. Imagine how long JRR Tolkein spent world-building for Lord of the Rings vs writing the plot. This is an incredibly difficult task and very few created worlds are deeply believable. When we work with the real world as digital creators, we get all the Lore, accumulated through history, built-in.
  • Communication, social, and self expression are all the same thing. We often hear that gaming is bigger than the rest of the entertainment industry combined (this is true!). But the communication industry dwarves the entertainment industry. Again, people are the killer app. We believe that enabling people to express themselves, their creativity and to share those expressions with their friends and fans is the most interesting area to work on.
  • AR is the wrong place to start. While I’ve spent the last decade+ of my life working in Augmented Reality, it’s clear that there’s some way to go before headsets or hands-up phones are a viable market for a new startup. We view AR as a feature, not a product. We are building a product that can reach people today, yet still be ready for the devices of tomorrow.
  • The real world is a dynamic, living place. This is self-evident, yet when we look at how the real world is experienced digitally today, the experience is dead & lifeless. Static maps with driving directions, photos & videos, data lists of points of interest etc. Meta (Facebook) calls their AR Cloud research project “Live Maps” and I think that’s a great name for what needs to exist. These digital-twins need to be connected to the real place in both directions, all the real-time signals of life from the weather to the people walking by, to the sounds, and shifting objects in the streets need to be reflected into the digital.
  • Get on the metaverse to get off the metaverse. Dennis has a T-Shirt that reads “Defend IRL”. We are doing this! One of the early ways I used to jokingly describe what we are doing was “we are building The Matrix for real”. It got a laugh, but it wasn’t really true. We don’t want to pull you into a virtual world to live your life there. We believe we live our whole lives both online and offline. We want to use the magic of the metaverse to make your whole life better. Online and Offline. We believe this is possible now due to some amazing new capabilities in the tech industry.
  • The real and the virtual are reflections of each other. The idea of the Mirror World is long-standing and compelling. It underpinned many of the ideas behind the AR Cloud that many platforms are building. We are fascinated by the idea that reflections take many forms, from the literal as in a mirror, to rippling reflections in a pond, all the way to expressionistic reflections such as Monet’s water lily paintings. The real world and the mirror world aren’t identical twins, but they are siblings. How you creatively reflect them back into each other is where the magic happens.

Why Now?

Timing is important… My first AR startup Dekko failed because we built the right stuff years too early. was a modest success, but we had to build some incredible deep-tech that didn’t exist at the time, and distribution was a challenge. This time we are focussing on delivering the user-experience using tech that is here today, while being ready for a magical experience leveraging the tech that’s coming soon. What is super exciting is that the last 18 months have seen an incredible paradigm shift across multiple dimensions of the tech industry.

We are just now seeing new things become possible across 3 domains:

Technology makes photo-real, interactive 3D available for everyone:

  • VFX — Cinematic Virtual Production techniques in Visual Effects mean cinema-quality graphics are now available using off the shelf tools like game engines and consumer hardware
Digital sets run on Game Engines, making the real indistinguishable from the virtual. (The Mandalorian via ILM)
  • Gaming-AAA game technology like Unreal Engine 5 and Nvidia Omniverse mean interactive real-time digital experiences have photo-real quality built-in
Clip from The Matrix Awakens where John Gaeta was Executive Creative Producer
  • Computer Vision- Deep Learning advances are beginning to fundamentally alter our ability to capture and simulate reality, in areas like Nerf, as well generate whole new worlds in areas like Generative Pre-trained Transformers.
Not a video. This is a city-scale 3D scene built automatically from cameras by Waymo.

This means that photo-real, interactive, 3D experiences that represent the real world are going to be “table stakes” going forward, and anything built using yesterday’s techniques will look & feel dated.

Social behaviors are moving into 3D:

  • Social Networks- are shifting away from Timelines and feeds towards 3D spaces. Especially for GenZ, this is a generational shift. This is a big part of what Matthew Ball defined as “The Metaverse”. I’ve personally seen this trend happen with my own kids (13 & 14 year old boys) and their friends. Their online socializing happens in 3D spaces, and they have zero interest (or even logins) to 2D timeline/feed-based social platforms.
  • Games- are becoming social places. Game worlds aren’t just for gaming anymore. I’ve seen Fortnite used for hosting ad-hoc fashion shows as well as Travis Scott concerts. Minecraft used to host friends’ Christmas parties (including virtual gift-giving). Homework study groups happening inside Roblox, and business meetings held around Red Dead Redemption’s campfire.
  • Maps- are becoming 3D Game Maps. Apple Maps & Google Maps etc. are adding more & more 3D to their products. Just look at the Google immersive maps announcement last week. The use-cases we use maps for today will still exist but one-day look similar to the UX of video game maps like in GTA.
Google Maps “immersive view” is the ultimate graphics mode for Google Maps

This means 3D spaces will be where we spend more & more time, for more & more use cases.

Web3 is changing Go To Market:

  • Distribution of a software product has meant that the developer has to use an App Store and pay the tax to reach the largest user base. The Web has always been the way around that, but the web has never been able to deliver AAA graphics. Additionally, air-drops and tokenization has meant that reaching & engaging a large user base has become far more effective than ever before (vs buying ads).
  • Monetization has been entirely disrupted by Web3 and Crypto. We can (and do) richly critique web3 for its speculative excesses, but at the same time the potential to avoid the advertising-based business models, and have your users & customers be the same person means that commercial incentives can now be aligned. In-game currencies mean users earn real money through the value they create for others.
  • Ownership through the potential for public spaces to be self-managed via DAOs to decide what content is displayed in specific places cracks open the AR walled gardens erected by the big platforms to control your eyeballs.

This means todays large tech platforms won’t be able to control what we create and monetize on the open web3 platforms of tomorrow.

Why this matters to us personally

Although all of us in the team have been fortunate in our careers so far, the opportunity to connect the real & digital worlds in a meaningful way to make the world a better place is truly a lifelong mission worth pursuing. Additionally, all three of us feel that this space holds unfinished business. I felt had a 20-year vision & we barely got started. Dennis’ first words when I described this vague idea to him were “this is core to what we were chasing at Foursquare for years”. John has been exploring this problem on The Matrix, at ILM and at Magic Leap for years, and inspires all of us when he speaks about exploring the creative potential of humanity, where AI-powered digital tools start to reveal what it means to be human. We have lots of work still to do!

Additionally, I feel like we are on the cusp of a major platform shift in the tech industry. We have a vision for to build an open platform built on open web3 standards. I’ve infamously claimed “open standards are for losers” and I still believe that! But in this case, the web was the loser in the last consumer platform shift to mobile app-store walled gardens. Our next generation of wearable devices have the opportunity to primarily support open software platforms, as the necessary economic incentives toward openness are driven by the dream of Web3!

Lastly, what we are building will solve problems for future AR developers that we’ve experienced personally over many years. It’s hard to get specific here without sharing our product plans, which is for later. However based on everything I’ve learned about AR, I realized that many problems related to developing AR content which will exist in real places, can be solved by taking a new way of thinking. I call it “Reverse AR” internally, as it’s completely backwards to how AR experiences are created today!

Why this is a huge opportunity

I’ve talked to countless startups across the XR/spatial industry over the last decade. Very few ideas have a clear path to be a moonshot. This is one of them. We are skating to where the puck is going.

I’ve said in the past that whoever can build the platform to connect the 3D real world to modern applications could build an asset comparable to the Search Index of Google or Meta’s social graph.

We are aiming our ship in that direction, taking advantage of structural changes recently enabled by new technology and user behaviors in the industry, and moving at startup speed. One of the big product problems we encountered at was that we could capture the world & expose it to developers, but we didn’t have an application to support, so no one (not even us) knew what that interface between the real (virtual) world and the virtual content (the application) needed to be. Do we need 1cm resolution meshes, or 1m? Do we need 4K textures or 1080? Should a semantic API identify something as a dog or a Labrador? About the only thing we learned for sure, was that if we told a consumer that this is a true virtual representation of reality it had to look exactly like reality! (we also learned consumers are really bad at fully scanning things…)

We learned that it’s the applications that matter (duh!), but more importantly, it’s the applications that define the interface between the real world and the virtual world. This interface, the APIs that applications are built on, holds the potential to be the API’s that nearly all future spatial/XR applications will build on. That’s when reality becomes an operating system.

LivingCities is building one layer above today’s mapping platforms. We are focussed on the experiences, applications and interfaces to enable those applications in real places. We think that is a more valuable, and way more fun (!!) place to invest our energy. We aren’t building a mapping company to try & compete with Apple Maps or Google Maps (or Niantic, or Snap, or Meta etc who are also trying to create these maps).

Why us and not a BigCo?

When you’re pursuing a big valuable long-term goal, you have to expect that large companies will also (eventually) understand and value that goal. So why us and not Apple, Snap, Google etc?

I’ve learned over many years that the real world isn’t a simple place to apply software. Our team has decades of learnings and has explored this idea maze possibly more than any other team on Earth, ensuring we can understand and respond faster to what our community wants. We are building something people want, to be able to richly communicate, share, create & express themselves to other people.

We also see lots of companies doing similar but adjacent things to what we are doing:

  • 3D maps like Apple Maps and Google Maps
  • 3D virtual metaverses like VRChat and RecRoom
  • 3D games like GTA and Fortnite

Yet our opportunity isn’t directly competitive with any of those.

This is getting real…we are funded & focussed

One lesson I learned the hard way, is that even if your vision is huge, at the beginning you need to choose your constraints. Solve one problem, not many. Don’t try to boil the ocean, even if the wide-blue ocean is your destination. We have a very focussed & constrained user problem we are working to solve in 2022. We’ve been fortunate to attract some early believers and raised a $4m pre-seed round to test our hypotheses. I’ve been honored that many of them were our earliest backers at, along with Ali Temaseb from DCVC who led this round and who believed in us as repeat founders using his Super Founders methodology.

“We are enthusiastic to be leading the first round of funding in this company and to partner with Matt Miesnieks, Dennis Crowley, and John Gaeta from day one. This is our conviction on a founding team of multiple Super Founders, as well as our belief in what deep-tech can enable for the social metaverse space.”

Our investors include:

  • DCVC
  • Eniac Ventures (who also wrote my first ever VC check 10+ years ago)
  • Anorak (Oculus & angel investor)
  • Matthew Ball (who has seen everything Metaverse)
  • Many Angels/Operators/Friends with specific domain expertise who work in 3D, social and gaming from places like Zynga, Apple AR, Meta Reality Labs, Adobe 3D and across the Scandinavian gaming ecosystem.

We are hiring and we have a new public Discord!

If you’ve made it this far & think this problem & opportunity space sounds exciting (if still somewhat vague!) and want to work on a Big Idea with an amazing team, please have a look at our hiring page on our website, and reach out if you think you might have the skills to give it a shot. We are a startup and we want people who care, even if you don’t tick every box, and especially if you haven’t had all the head-starts in life that others have had, please reach out and say hello!

Lastly, we just launched our public Discord server. You can join here. The community we want to encourage is interested in the ideas in this post. It’s a bigger idea than any product or one company, and we want to foster those who are interested in The Spirit of Place and reflecting the real into the virtual and vice-versa. It’s brand new & we will start promoting it soon, but this is the only place for now where we will post our sneak previews, announce our air-drops, and share our love with our community. Please come by!

Here’s how to get involved:

This endeavor is one of the most exciting things I’ve ever worked on, and we can’t wait to start showing you some magic soon (on our Discord :)



Matt Miesnieks

CEO @livingcitiesxyz, Former CEO @6D_ai (Niantic). Reflecting the real into the virtual