Equity Structure
Cap Table Strategy for the $5.25M Seed Round.
The Offer
Investment Vehicle
Regulation D (506c) Offering
Open to Accredited Investors via the Operating Company (OpCo).
Target Return
18-22% IRR (Projected)
Driven by high-yield short-term rental revenue and land appreciation (if land option exercises).
Pro Forma Cap Table
| Class | Allocation | Rights | Min. Ticket |
|---|---|---|---|
| Class A (Investors) | 40% | Preferred Return (8%), Pro-Rata Profit Share | $50,000 |
| Class B (Founders) | 40% | Management Control, Common Equity | N/A |
| Class C (The Guild) | 20% | Profit Share Pool (Vested over 4 years) | Labor/Service |
*Structure subject to final legal review by counsel. The "Guild" shares are non-voting profit interest units (PIUs) designed to retain talent.
Exit Strategy
Option A: The Refinance (Year 5)
Once stabilized (Year 3), we refinance the initial construction debt + investor equity with long-term commercial debt. Investors get their principal back + accrued pref, and retain their equity stake for cash flow ("The Infinite Return").
Option B: The Buyback
The OpCo reserves the right to buy back investor shares at a 2.5x multiple starting in Year 7, allowing us to eventually transition to 100% Employee/Guild ownership (The Patagonia Model).