Thank you for the thoughtful questions below. We've organized our response in the same order you raised them, with supporting detail and the underlying materials referenced where useful. Please don't hesitate to follow up on anything that would benefit from further detail.
As of this writing, no corporate client agreement has been fully executed. This is a deliberate sequencing decision, not a reflection of demand — see the explanation below the table. Here is the complete, current picture of every account in the pipeline:
| Account | Status | Notes |
|---|---|---|
| Forefront Global (Daniel Shirazi) | Service agreement under review | 35 employees (7 W2 / 28 1099). Daniel Shirazi is a family friend of our team, and his personal belief in the program has directly accelerated this relationship and generated two additional referrals (see below). |
| FanBasis Inc. (Yash Daftary) | Service agreement under review | 50 total employees identified, 25 confirmed today. tati. is already integrated into FanBasis's employee onboarding package; 3 meetings and 2 live meal trials completed. Targeting a September 1 program start. Company is rebranding to "Commas" (not yet public). This account also carries an embedded advantage: our own legal and accounting service providers have existing relationships within FanBasis, which has meaningfully shortened the sales cycle here. |
| CNW Global | Active trial | ~50 employees. Sourced via a direct introduction from Forefront Global's Daniel Shirazi, after his colleague observed the program running firsthand. A family-style catering trial ran July 27, ahead of a conversion decision. |
| Brickell Automotive Group (Mario Murgado) | Active trial — HR approved | 200 employees across 5 dealerships. HR has approved the program internally, the largest account in the pipeline by headcount. |
| C.R. Salon | Prospect | ~25 employees; W2/1099 classification pending confirmation. |
| City of Miami | Early-stage discussion | Following a productive initial meeting with city HR, a custom proposal is being prepared for the HR Director covering four employee groups (Police, Fire, General, Solid Waste). |
| Betr | Introduction stage | A corporate meal-program client prospect referred by Daniel Shirazi (Forefront Global). Early-stage relationship. |
Forefront Global and FanBasis are both proceeding under the same master template — the Tati Eats, LLC Corporate Meal Program Services Agreement. Standard terms are summarized below; specific pricing terms for each account are included in Question 1.4, alongside the revenue calculation they support.
| § | Term — Summary |
|---|---|
| 1 | Initial Term — set on the cover page per client |
| 2 | Renewal — automatically renews on a rolling quarterly basis thereafter |
| 3 | Termination during Initial Term — no termination for convenience; only for an uncured default |
| 4 | Termination after Initial Term — either party, 30 days' written notice |
| 5 | Early termination fee — payment due for the remaining term based on enrolled headcount (other than our own default) |
| 6 | Payment terms — first month's fee due in advance, net-30 invoicing thereafter |
| 7 | Performance obligations — 24-business-hour account manager response standard; weekly menu management with immediate updates for severe allergies |
We want to be precise here: the $467K figure referenced in earlier materials reflected an older pricing structure and is being superseded by the terms below. None of these figures are ARR — no agreement in this pipeline is executed yet, so nothing here is confirmed recurring revenue. What follows is modeled pipeline revenue at current proposed terms, and we've split it into two groups because the two groups are not calculated on the same basis and should not be added together without that caveat.
Group A — calculated at current confirmed terms ($15/meal, 2 meals/day, 5-day week, 52-week year, using confirmed headcount):
| Account | Confirmed headcount | Annual meals | Modeled annual revenue |
|---|---|---|---|
| Forefront Global | 35 | 18,200 | $273,000 |
| FanBasis Inc. | 25 (of 50 identified) | 13,000 | $195,000 |
| Group A total | 60 | 31,200 | $468,000 |
Group B — earlier-stage prior modeling, not yet recalculated on the Group A basis:
| Account | Headcount | Modeled annual revenue | Basis |
|---|---|---|---|
| CNW Global | ~50 | ~$136,000 | Prior modeling at different volume/pricing assumptions than Group A; being recalculated to confirmed terms as this account progresses |
| Brickell Automotive Group | 200 | ~$546,000 | Same caveat — prior modeling only. At full confirmed terms (200 employees × 520 meals/year × $15), this account alone would model to approximately $1,560,000; the $546,000 figure reflects earlier, more conservative assumptions and has not been reconciled to the Group A methodology |
We're flagging this gap directly rather than presenting a single blended total: Group A and Group B were built on different assumptions, so summing all four accounts into one pipeline number (as earlier materials did) overstates precision we don't yet have. As CNW Global and Brickell Automotive Group move toward signed terms, we'll recalculate both on the Group A basis and present a single, consistent methodology.
Figure 1.3a — Modeled pipeline revenue by account
None of this reflects one-time or setup fees — it is modeled recurring program revenue at proposed pricing, not confirmed recurring revenue, since none of these agreements are yet executed. Our Tati Benefits powered by Ignite (§125 supplemental) and referral revenue streams are under separate evaluation for each account and are not included above.
See Appendix 1 for the full financial model backup, including month-by-month detail and the Group A/Group B methodology split in full.
Specific proposed pricing terms for our two active accounts:
| Term | Forefront Global | FanBasis |
|---|---|---|
| Headcount | 35 employees (7 W2 / 28 1099) | 50 total identified, 25 confirmed |
| Price per meal | $15.00 | $15.00 |
| Meal frequency | 2 meals/day per employee | 2 meals/day per employee |
| Employee contribution | $7.50/meal (50%) | $10.00/meal (~67%) |
| Tati Benefits powered by Ignite (§125 supplemental program) | Under evaluation | Under evaluation |
The figures below are scoped to the corporate B2B meal program specifically. They exclude other revenue channels that are either already operating today or can be activated immediately once the Wynwood kitchen is live — including our personal/direct-to-consumer meal program, catering, and delivery-platform (Uber Eats) revenue.
To give a concrete sense of that channel: our Stripe processing history from March through July 28, 2026 shows $46,523 in gross charges across 127 transactions ($44,391 net of processing fees and refunds), with monthly volume growing from a standing start in April to approximately $15,000–$18,000/month by May and June. This is real transaction history, distinct from and prior to any corporate account, and reflects genuine demand for the personal and catering side of the business independent of the corporate pipeline discussed throughout this response.
Program-level unit economics for the corporate program are itemized below at the $15.00 program price point, sourced directly from our kitchen cost model. This refines the blended $7.50/meal estimate cited elsewhere in early conversations into fully itemized, ingredient-level detail: audited actual cost comes to $8.53/meal, yielding a 43.1% gross margin per meal at this price tier.
Figure 1.4a — Per-meal unit economics, $15.00 program tier
Our current monthly kitchen operating structure — the staffing, delivery, and fixed-cost inputs behind the labor line above — is as follows:
| Category | Rate | Basis |
|---|---|---|
| Kitchen staff (on-call cooks) | $650/week per cook | 5 available |
| Delivery | $15/delivery | 10+ drivers on call, scales with volume |
| Program lead | $500/week | Fixed |
| Accounting | $1,000/month | Ongoing — active bookkeeping and client accounting |
| Insurance | $100/month | Ongoing |
| Rent — Wynwood kitchen (all-in) | See Year 1 schedule below | Escalating — abatement in early months, steady-state from Month 6 |
Year 1 rent schedule — Wynwood kitchen:
| Month | Base Rent | Additional Rent | Total | Notes |
|---|---|---|---|---|
| 1 | $0.00 | $0.00 | $0.00 | Prepaid on execution |
| 2–4 | $7,322.50 | $2,738.33 | $10,060.83 | Abated for equipment allowance and base rent |
| 5 | $9,822.50 | $2,738.33 | $12,560.83 | Equipment allowance abatement ends |
| 6–12 | $12,322.50 | $2,738.33 | $15,060.83 | No abatement — steady-state rate |
Fixed monthly overhead (rent, insurance, accounting, program lead) runs approximately $18,000–$18,300 at the steady-state rent rate, before variable kitchen staffing and ingredient costs, with staffing and delivery scaling directly with enrolled volume.
This calculator uses only the audited, disclosed figures from this document (the $8.53/meal COGS breakdown in Figure 1.4a, the real Year 1 rent schedule, and Forefront Global's actual confirmed terms: 35 employees, 2 meals/day, $15/meal). Drag the slider to see how the B2B program's economics change as additional accounts on Forefront's exact terms are added, on top of the two currently confirmed accounts (Forefront Global and FanBasis).
Baseline (slider at 0, Group B off) = Forefront Global + FanBasis, the two accounts confirmed today. Each additional account added matches Forefront's exact profile: 35 employees, 2 meals/day, $15/meal, $8.53/meal COGS. Group B, if toggled on, adds CNW (~$136,000/yr) and Brickell (~$546,000/yr) at their prior-modeled revenue — meal count for these two is estimated as revenue ÷ $15/meal, since the exact basis behind their prior modeling isn't disclosed; treat the consolidated view as directional only.
Fixed overhead is held constant in this model regardless of account count. At higher account volumes, additional kitchen labor and delivery capacity beyond what's disclosed in Question 1.4 would likely be needed — this calculator does not model that scaling threshold and should not be read as implying unlimited capacity at the current cost structure.
This calculator is scoped to the B2B program (Group A, with an optional Group B toggle above). It excludes personal/DTC, catering, and other revenue channels — see Appendix 1 for the full company-wide model combining this view with actual current-operations revenue, which shows a materially different, positive steady-state picture once all channels are included. Appendix 1 remains a draft pending Emanay Accounting's sign-off.
Tati Benefits powered by Ignite, delivered through our benefits partner Add Benefits LLC (a licensed insurance agency, coordinated with Ignite Health for app and onboarding integration), is what's actually available to enrolled employees today, at $0 net cost to their take-home pay: unlimited $0-copay telehealth, $0-copay prescriptions on 1,000+ medications, an FSA card, mental health support, women's health services, a MEC (Minimum Essential Coverage) plan for emergency and hospitalization coverage, an annual comprehensive blood draw, and preventative screenings. The employer fee is $75 per enrolled employee per month, with an approximate net saving to the employer of $50/employee/month through reduced FICA obligations. The referral agreement formalizing this partnership was executed June 18, 2026, providing Tati Food Group, LLC a 20% revenue share on collected fees from referred clients — real, contracted company revenue, not a related-party arrangement.
Health insurance today is designed almost entirely to pay for sickness after it occurs. We believe food is, and has always been, one of the most direct and underused points of intervention available to change that — and we're building tati. to prove it, starting with the corporate meal program itself.
To be direct on where our own licensed-carrier vision stands: tati. does not have a licensed insurance carrier relationship of its own in place today — BECAUSE THAT CATEGORY DOESN'T EXIST YET. We are the company setting out to build it. We are moving to ensure this will be backed by real clinical and regulatory credibility. We've already begun assembling a Board of Advisors for this purpose and are looking to expand it further as part of Phase II, including Jean-Claude Camus (former Assistant Deputy Minister of Health, Ontario) and, we hope, Dr. Arun Gupta. What is operating today: the IRC §162 employer meal deduction (an established federal tax provision), and the Tati Benefits powered by Ignite program described above. Separately, our team includes a principal who operates a licensed Florida health and life insurance agency with 200+ agents and a relationship with Family First Life — a distribution relationship, not a carrier relationship. A future licensed carrier entity ("tati. Health") is part of our longer-term roadmap, gated to a future funding milestone, and has not been established. One nuance worth noting for completeness: our benefits partner's program references a separate third-party insurer in connection with the MEC plan component specifically; we are confirming that relationship in writing and will provide detail once confirmed, since it involves a partner's partner rather than tati. directly.
This is the same thesis described in Question 2.1, stated more specifically: a population that eats nutritionist-aligned, chef-prepared meals daily as a covered benefit, with the expectation that this improves health outcomes and lowers claims relative to an uncontrolled-diet population over time. It is a forward-looking thesis for our future carrier roadmap, credibly supported by our Board of Advisors' clinical and regulatory expertise — not a claim about current clinical or actuarial results.
Our current single-kitchen footprint (Wynwood, 51 NW 23rd Street) is modeled to reliably produce and deliver for 3–5 corporate accounts of roughly 35–200 employees each — approximately 150–550 covered lives — at current staffing, once fully activated. This isn't purely theoretical: our kitchen has already demonstrated production at comparable scale historically, running approximately 750 meals per day in January 2026 through our personal and catering channels — at our prior facility, notably a less capable setup than the Wynwood kitchen now awaiting activation. That figure sits squarely within the volume range this target implies, and having already proven that throughput at a lesser facility gives us real confidence the upgraded kitchen will support at least that volume, and likely more, even as we continue validating the specific service-level requirements (delivery windows, allergy handling, account management) that corporate accounts add on top of raw volume. Based on current pipeline conversion, we expect to reach the 3–5 account range by Q4 2026–Q1 2027.
Full breakdown by category, each classified as fixed or variable:
| Category | Amount | Fixed / Variable | Basis |
|---|---|---|---|
| Food & ingredients | $6.58/meal | Variable | Scales directly with meal volume; see Figure 1.4a |
| Packaging & containers | $0.75/meal | Variable | Scales directly with meal volume |
| Quality control & food safety | $0.10/meal | Variable | Scales directly with meal volume |
| Delivery / logistics | $0.17/meal (at $15/delivery, scaling) | Variable | 10+ drivers on call; cost scales with delivery volume |
| Kitchen labor (on-call cooks) | $0.93/meal ($650/week per cook, 5 available) | Semi-variable | Cooks are brought on/off call in step with volume, so this scales in practice, but isn't a pure per-meal cost like ingredients |
| Rent — Wynwood kitchen (all-in) | $15,060.83/month at steady state (see Year 1 schedule below) | Fixed | Contractual lease obligation, independent of volume |
| Program lead | $500/week | Fixed | Salaried role, independent of volume |
| Accounting | $1,000/month | Fixed | Ongoing bookkeeping and client accounting |
| Insurance | $100/month | Fixed | Ongoing policy cost |
| Equipment | Not yet itemized as an ongoing line | Fixed (capex/depreciation, once itemized) | Initial kitchen equipment was covered through a lease equipment allowance (reflected in the Year 1 rent abatement below), not a modeled ongoing opex line. Depreciation/maintenance/replacement cost is not yet broken out separately — an open item we'll itemize as part of the full monthly operating model referenced at the end of this section |
| Utilities | Not yet itemized as a separate line | Fixed (with a variable component tied to production volume) | Currently absorbed within the steady-state $15,060.83/month all-in rent figure rather than broken out on its own; we'll itemize this separately once we have a full billing cycle of Wynwood utility data to model against |
We want to be direct about the two gaps above rather than estimate numbers we don't yet have real data for: equipment and utilities are the two categories in this list not yet itemized as their own line items. Every other category — labor, food, rent, delivery, packaging, and QC — is sourced from either the audited per-meal cost model (Figure 1.4a) or the lease and staffing terms below.
See Appendix 1, Section B for the complete per-meal unit economics backup.
Real estate costs beyond the operating rent above: the Wynwood kitchen carries a steady-state $15,060.83/month all-in rent (see the Year 1 schedule in Question 1.4), following an initial lease payment of $45,182.49 (first month's rent, deposit, and administrative fee) and a $30,000 broker fee. Our owned Cutler Bay facility carries an appraised value of approximately $650,000 and is held separately as a company asset.
Yes — Tatiana Palacio has provided a personal guarantee in connection with a separate secured financing facility. On May 27, 2026, TOTS ESV SPV LLC (as Lender) extended a secured loan facility to TWT Personal Chef Enterprises LLC (as Borrower) to bring a mortgage on the company's Cutler Bay property current and keep it serviced. Tatiana Palacio personally guarantees this facility, and has pledged her full 40% membership interest in Tati Food Group LLC as collateral, with that interest fixed at an agreed value of $223,442.27 for enforcement purposes. We are disclosing this in full because it is a material fact relevant to the company's capital structure.
Separately, and distinct from the above: this investment opportunity itself is a straight equity investment (a membership interest in TOTS ESV SPV LLC, which holds equity in Tati Food Group LLC). It carries no personal guarantee, collateral, or repayment obligation running to the investor — recourse is limited to the value of the underlying equity, consistent with a founder-stage equity round.
For completeness: the Company's Wynwood kitchen lease (51 NW 23rd Street) carries a guaranty structure broader than a single personal guarantee. Three parties have each executed an unconditional, unlimited guaranty of this lease, joint and severally: Tatiana Palacio personally, TWT Personal Chef Enterprises LLC, and Tati Food Group LLC itself — the parent holding company. Unlike the Cutler Bay facility above, this lease guaranty carries no dollar cap; each guarantor is liable for the full rent and other lease obligations for its term, and the landlord may pursue any one guarantor directly upon default without first exhausting remedies against the tenant. We want to be clear about the rest of the liability boundary: no other principal — not Alex Camus, not David Rosati, not Alejandro Lonsdale — and no current or prospective investor holds any personal liability anywhere in the Company's structure. The exposure runs to Tatiana Palacio personally and to the two entities named above.
Our corporate structure is as follows: Tati Food Group LLC is the parent holding company, wholly owned by its three current holders. Its direct operating subsidiaries are Tati Eats, LLC (the client-facing revenue entity), TWT Personal Chef Enterprises LLC (payroll and real estate), and Tati 51 NW 23rd Street LLC (the Wynwood kitchen leasehold). A separate set of entities under the Emanay umbrella — Emanay Advisory, Emanay Law Group, Emanay Accounting, Emanay Capital, Emanay Ventures, Emanay Realty, and Emanay Technologies, along with our benefits administration partner — provide services under fee-for-service and advisory arrangements, and sit outside the Tati Food Group cap table entirely.
Emanay Holdings LLC is our parent company; Emanay Inc. (operating as Emanay Advisors) and each of the six licensed affiliate divisions below are separate subsidiaries — not divisions of one another. Each professional-services area (legal, accounting, capital markets, technology, real estate, venture advisory) is walled off into its own independently licensed entity, so no single practice area's judgment is compromised by pressures from another. Emanay Ventures LLC — the entity relevant to the Transaction Structure Model in Figure 4.22 below — is one of these seven co-equal subsidiaries, not a standalone operation.
Figure 4.21
Since this investment is made directly into TOTS ESV SPV LLC, we want to show how that entity itself is structured, not just what it owns of Tati Food Group LLC. Emanay Ventures sits above a broader vertical of "Associate Ventures LLC" entities across Emanay's portfolio — David's and Dillon's are the two that hold a direct interest in TOTS ESV SPV LLC specifically, plus a potential third for you (Emanay VG Ventures). It is these Associate Ventures LLC entities themselves that hold the direct interest in TOTS ESV SPV LLC:
Figure 4.22
Why the Associate Ventures LLC entities are non-voting: if each carried its own voting rights tied to its economic interest in TOTS ESV SPV LLC, every decision would require working through multiple layers of separate entities and their own internal decision-makers — a "daisy chain" that slows or blocks decisions and creates single points of failure. Structuring the associate SPVs as non-voting, profit-share-only interests means voting and decision-making authority sits solely with TOTS ESV SPV LLC itself — specifically with Alex Camus as sole Manager — regardless of who holds the underlying economic interest. This is a deliberate, programmatic design choice: if an associate passes away, becomes incapacitated, or leaves the firm, the SPV's ability to make decisions for its stake in Tati Food Group LLC is entirely unaffected.
The strategic benefit of this structure: because the Associate Ventures LLC entities hold non-voting, profit-share-only interests, Emanay — acting through TOTS ESV SPV LLC as Strategic Member — can bring in further capital and participants over time (such as your position through Emanay VG Ventures) without disturbing or renegotiating the existing cap table. New participants slot into the vertical underneath TOTS ESV SPV LLC without changing who controls the vote at the SPV level. Rather than distributing voting rights at the Emanay/SPV level as capital comes in, our approach is to build out a Board of Advisors at the Tati Food Group LLC level instead — providing clinical, regulatory, and strategic input on the operating business itself. This is the same Board of Advisors referenced in Section 2.1, including Jean-Claude Camus and, we hope, Dr. Arun Gupta, with further additions planned as part of Phase II.
This layer is designed as an internal K-1 tax-reporting mechanism for phantom equity on associate and venture-investor documents, allowing individual participants to hold an economic position through their own Associate Ventures LLC entity without a direct, personally-taxed line item in TOTS ESV SPV LLC. It is not a required structure, but it's a useful one: your position would sit inside Emanay VG Ventures (to be formed upon closing), which would hold a profit-share interest in TOTS ESV SPV LLC — non-voting, consistent with the existing David and Dillon Associate Ventures LLC entities. Once your investment closes, TOTS ESV SPV LLC's stake in Tati Food Group LLC rises from 10% to 35% — the unallocated 25% pool folds into the existing 10% position — making TOTS ESV SPV LLC the majority holder in the resulting capitalization.
Continuing the flow from the top: here is the full entity and ownership structure, showing TOTS ESV SPV LLC's position within Tati Food Group LLC's broader cap table and subsidiary structure.
Figure 4.23
Legend applies to Figures 4.22 and 4.23 above.
The current capitalization of Tati Food Group LLC is: Tatiana Palacio 40%, Cholo Holdings LLC (Alejandro Lonsdale) 25%, TOTS ESV SPV LLC 10% (Strategic Member), and a 25% unallocated pool available for future investment. There is no option pool, no SAFEs, no convertible notes, and no outstanding warrants. The one existing debt obligation is the secured facility disclosed in Question 4.1 above.
Direct cash equity into Tati Food Group LLC to date totals $175,000, contributed by Cholo Holdings LLC (Alejandro Lonsdale) in two tranches. Neither David Rosati nor Alex Camus has made a personal cash equity investment; both have received fee-for-service advisory payments for work performed, paid out of that deployed capital, alongside broader Emanay-affiliate service fees (legal, technology, accounting).
Beyond the cash actually invoiced, our team has contributed substantially more in professional time than has been billed. The table below compares what was actually invoiced against a benchmarked market rate for equivalent work:
| Deliverable | Hours | Actually invoiced | Market-rate value |
|---|---|---|---|
| Legal draft work — UPA, MSA, entity formations, SPV, agreements | 200h | $15,425 | $180,000 |
| Tech buildout — platform, sales pipeline, intake, CRM, investor portal | 300h | $29,500 | $105,000 |
| Corporate structure & tax — entity reorg, cap table, §162 strategy | 200h | $10,000 | $70,000 |
| Client & project management — onboarding, ops, runbooks | 250h | $7,162 | $87,500 |
| Advisory services — deal support and facilitation | — | $7,540 | — |
| Brand & investor materials — brand system, proposals, CIM | 200h | — | $70,000 |
| Menu development — program design, dietary systems | 150h | — | $52,500 |
| Kitchen sourcing — sourcing, lease negotiation | 100h | — | $35,000 |
| On-call partner team — ongoing corporate development | 300h | — | $105,000 |
| Board & PR development — board sourcing, PR roadmap | 175h | — | $61,250 |
| Total | ~1,875h | ~$69,627 | $766,250 |
Market rates above are benchmarked against comparable professional services: general advisory, technology, and project-management work at $350/hour; legal drafting at $900/hour, the midpoint of current U.S. market rates ($800–$1,000/hour) for a comparably experienced corporate attorney in a major market. On this basis, approximately $696,000 in professional time has been contributed to date beyond what has actually been invoiced against invested capital.
Beyond professional services, Emanay has also directly covered or advanced real operating costs on the Company's behalf over the past several months — ongoing accounting, ingredient costs, and payroll-adjacent transfers — beyond what the $175,000 in deployed equity capital covered:
| Category | Amount |
|---|---|
| Operational advances — accounting, ingredients, payroll transfers (April–June) | $36,627.66 |
| Operational advances — accounting, ingredients, operations (July, through the 30th) | $18,824.76 |
| Total operational advances beyond deployed equity capital | ~$55,452.42 |
Of the $30,000 Wynwood lease broker fee: $10,000 was funded from Cholo Holdings capital, $15,000 was covered directly by Emanay on its own balance sheet, and $5,000 was offset in good faith from a separate real estate arrangement between LX Realty and Emanay Realty. A running balance owed to Emanay of $46,627.66 (through June) and $18,824.76 (July, through the 30th) reflects amounts advanced beyond deployed capital, currently unreconciled as a formal payable. A fully itemized expense ledger is available upon request.
The Company's initial valuation was established at the time of the January 2026 Unit Purchase Agreement: 60% of the Company was valued at $350,000, implying a full-company valuation of approximately $583,000. This was grounded in two concrete inputs: the $650,000 appraised value of the Company's Cutler Bay real estate asset, and the Company's actual FY2025 historical financial performance — $655,627 in total revenue and $173,255 in net income (26.4% net margin), reflecting a profitable first full year of operations across all revenue channels. On this basis, the initial valuation reflects approximately 0.9× trailing revenue and 3.4× trailing net income — modest multiples for a profitable operating business.
A subsequent proposed investment, documented in a non-binding term sheet, would value the Company at $656,250 pre-money / $875,000 post-money for a $218,750 investment representing 25%. Definitive documentation for this transaction is in process.
The Company's current capitalization is: Tatiana Palacio 40%, Cholo Holdings LLC (Alejandro Lonsdale) 25%, TOTS ESV SPV LLC 10% (Strategic Member), and a 25% unallocated pool. There is no option pool, no SAFEs, no convertible notes, and no outstanding warrants. As disclosed in Section 4, a security interest exists over Tatiana Palacio's 40% interest in connection with a separate secured financing facility, fixed at $223,442.27 for enforcement purposes. See Section 4.2 for the Transaction Structure Model showing how TOTS ESV SPV LLC itself is structured underneath this cap table line.
This table is illustrative only and has not occurred. It shows what the cap table would look like if the proposed $218,750-for-25% investment referenced in Question 5.1 closes on its current non-binding terms, filling the existing 25% unallocated pool via TOTS ESV SPV LLC. Definitive documentation for this transaction is still in process, and this pro forma should not be read as a confirmed or current ownership position.
Figure 5.3a — Current vs. illustrative pro forma capitalization
| Holder | Current | Pro forma post-financing |
|---|---|---|
| Tatiana Palacio | 40% | 40% (unchanged) |
| Cholo Holdings LLC (Alejandro Lonsdale) | 25% | 25% (unchanged) |
| TOTS ESV SPV LLC | 10% (Strategic Member) | 35% (10% existing + 25% from the proposed investment) |
| Unallocated pool | 25% | 0% — fully allocated by the proposed investment |
No other terms of the current cap table change under this scenario: no option pool, no SAFEs, no convertible notes, and no outstanding warrants either before or after. The security interest over Tatiana Palacio's 40% interest disclosed in Section 4 is unaffected by this financing and would carry forward unchanged.
| Requested Material | Status |
|---|---|
| Signed customer agreements / material terms summary | Terms summarized above; executed copies to follow upon signature |
| Detailed pipeline revenue calculation and forecast | Included above (Question 1.3) — modeled pipeline revenue, split by calculation basis; not ARR, as no agreement is yet executed |
| Monthly operating budget and cash-flow model | See Appendix 1 — full financial model (Sections A–G), draft status, pending sign-off from our accounting team |
| Kitchen operating cost schedule | Included above (Question 3.2) — full category breakdown with fixed/variable classification; equipment and utilities flagged as not yet itemized |
| Insurance carrier documentation and reimbursement assumptions | No licensed carrier relationship exists today, so no carrier documentation exists to provide — see Question 2.1 for the current state and roadmap. The one reimbursement-style assumption in the business today is the ~$50/employee/month employer FICA saving under Tati Benefits powered by Ignite, also described in Question 2.1 |
| Corporate structure chart, ownership chart, current and post-financing capitalization tables | Included above (Questions 5.2–5.3); post-financing table is explicitly illustrative and contingent on the proposed investment closing |
| Founder and sponsor investment summary | Included above |
| Itemized expense ledger (all Emanay-related capital, Jan–Jul 2026) | Available upon request |
| Driver contracts | Available upon request |
| Kitchen contracts | Available upon request |
| Leasing arrangements | Terms summarized above; full lease document available upon request |
| Intercompany and member loan / security arrangements | Disclosed in full in Section 4.1; additional arrangements available upon request |
| B2B customer contract (template) | Terms summarized above; full template available upon request |
| App/website terms of use, privacy, and liability policies | Available upon request |
This appendix is the complete financial-model backup referenced in Questions 1.3, 1.4, and 3.2 of the primary Response to Investor Diligence Request, and satisfies the "Monthly operating budget and cash-flow model" item in Section 6 (Supporting Materials). It has not yet been reviewed or signed off by Emanay Accounting. Please treat every figure below as directional until that review is complete.
Two distinct data points, kept separate rather than blended, since they measure different things:
| Measure | Figure | Basis |
|---|---|---|
| FY2025 actual total revenue | $655,627 | Historical, audited-basis actuals, all revenue channels combined (personal/DTC, catering, weekly) |
| FY2025 actual net income | $173,255 (26.4% net margin) | Same basis — a profitable first full year of operations |
| Recent run-rate (personal/DTC/catering) | ~$16,500/month | Stripe transaction data, average of the two most recent full months (May, June 2026) — see Question 1.4 |
| B2B program revenue to date | $0 confirmed | No B2B agreement is executed yet; all B2B figures elsewhere in this document are modeled pipeline, not actuals |
FY2025 predates the corporate B2B pivot and reflects the personal/DTC/catering business only. It is not directly comparable to the B2B modeled figures below, which is why we're not summing them into one number.
This model separates the business into two lines that are not yet on a common measurement basis, and combines them only after each is modeled on its own defensible terms:
Where a cost figure is described as audited, it is sourced from a bottom-up, itemized build in the underlying B2B cost model (food, packaging, QC, delivery, labor priced individually per meal). Where a figure is described as a rough or blended estimate, it is a company-wide ratio applied for planning purposes only, with no channel-specific breakdown behind it. This document is explicit about which is which throughout, and no cost figure is presented with more confidence than its actual source supports.
Itemized at the $15.00 program price point, sourced directly from the B2B kitchen cost model. This is the audited basis for every B2B cost figure in Sections C and E below.
FanBasis is modeled starting Program Month 2 (targeting a September 1 start), at 50% of confirmed headcount in its first active month and 100% thereafter. Forefront Global is modeled starting Program Month 3, one month behind, reflecting that its agreement is still in redline/review. These are modeling assumptions, not confirmed start dates.
| Month | Aug-26 | Sep-26 | Oct-26 | Nov-26 | Dec-26 | Jan-27 | Feb-27 | Mar-27 | Apr-27 | May-27 | Jun-27 | Jul-27 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue (Group A: Forefront + FanBasis) | $0 | $8,126 | $27,629 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 |
| Total variable cost (audited, per-meal — Section B) | $0 | $4,621 | $15,712 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 |
| Total fixed cost (rent per Year-1 schedule, program lead, accounting, insurance; equipment/utilities placeholders currently $0) | $3,266 | $13,327 | $13,327 | $13,327 | $15,827 | $18,327 | $18,327 | $18,327 | $18,327 | $18,327 | $18,327 | $18,327 |
| Total operating cost | $3,266 | $17,948 | $29,039 | $35,509 | $38,009 | $40,509 | $40,509 | $40,509 | $40,509 | $40,509 | $40,509 | $40,509 |
| Net operating income | ($3,266) | ($9,822) | ($1,410) | $3,497 | $997 | ($1,503) | ($1,503) | ($1,503) | ($1,503) | ($1,503) | ($1,503) | ($1,503) |
| Cumulative cash — B2B only, illustrative | $171,734 | $161,911 | $160,501 | $163,999 | $164,996 | $163,493 | $161,990 | $160,488 | $158,985 | $157,482 | $155,979 | $154,477 |
Modeled from actual Stripe processing data (March 1 – July 28, 2026: $46,523 gross / $44,391 net across 127 transactions). The prior version of this appendix used the DD response's rounded "$15,000–$18,000/month" range as a flat assumption; that figure has since been traced directly against the underlying transaction file: April $285 (standing start), May $15,759.75, June $18,119.88, July $12,358.80 (partial month, through the 28th). This model now uses the May–June average of $16,940/month as the steady-state run-rate, since April reflects a ramp-up outlier and July is a partial month. No growth is assumed beyond that baseline by default.
| Month | Aug-26 | Sep-26 | Oct-26 | Nov-26 | Dec-26 | Jan-27 | Feb-27 | Mar-27 | Apr-27 | May-27 | Jun-27 | Jul-27 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross revenue (May–June verified average) | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 |
| Cost estimate (confirmed: menu COGS engineered to hit 60% margin — Assumptions!B23) | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 |
| Net contribution | $10,164 | $10,164 | $10,164 | $10,164 | $10,164 | $10,164 | $10,164 | $10,164 | $10,164 | $10,164 | $10,164 | $10,164 |
Catering/DTC/Uber margin is confirmed at a fixed 60% target: menu COGS for this channel is engineered by design to always meet that margin, rather than fluctuating order-by-order. This is a real, confirmed input, not a placeholder — but it is a designed target margin, not yet an audited realized-margin figure computed from completed order data the way the corporate B2B figures in Section B are. Worth accounting spot-checking against actual completed orders once available, but reliable for planning purposes today.
Sums Section C (Corporate B2B, Group A only) and Section D (Current Operations). Group B pipeline accounts (CNW Global, Brickell Automotive Group — Section F) are not included. Starting cash balance: $175,000, confirmed directly by Alex Camus, August 2026 — this is a point-in-time figure, not yet reconciled against bank or QuickBooks records.
| Month | Aug-26 | Sep-26 | Oct-26 | Nov-26 | Dec-26 | Jan-27 | Feb-27 | Mar-27 | Apr-27 | May-27 | Jun-27 | Jul-27 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Corporate B2B revenue (Group A) | $0 | $8,126 | $27,629 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 | $39,006 |
| Current ops revenue (May–June verified average) | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 | $16,940 |
| Total revenue | $16,940 | $25,066 | $44,569 | $55,946 | $55,946 | $55,946 | $55,946 | $55,946 | $55,946 | $55,946 | $55,946 | $55,946 |
| Corporate B2B variable cost (audited — Section B) | $0 | $4,621 | $15,712 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 | $22,181 |
| Current ops cost (confirmed: 60% margin target — Section D) | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 | $6,776 |
| Fixed overhead (rent, program lead, accounting, insurance; equipment/utilities placeholders) | $3,266 | $13,327 | $13,327 | $13,327 | $15,827 | $18,327 | $18,327 | $18,327 | $18,327 | $18,327 | $18,327 | $18,327 |
| Total cost | $10,042 | $24,724 | $35,815 | $42,285 | $44,785 | $47,285 | $47,285 | $47,285 | $47,285 | $47,285 | $47,285 | $47,285 |
| Net operating income | $6,897 | $342 | $8,754 | $13,661 | $11,161 | $8,661 | $8,661 | $8,661 | $8,661 | $8,661 | $8,661 | $8,661 |
| Cumulative cash balance (starting cash $175,000) | $181,897 | $182,239 | $190,993 | $204,654 | $215,815 | $224,477 | $233,138 | $241,799 | $250,460 | $259,121 | $267,782 | $276,443 |
Per DD response Question 1.3, these accounts are modeled on different, not-yet-reconciled assumptions and are shown here only as directional upside — not summed into any total above.
| Account | Headcount | Modeled annual revenue (prior modeling) | Note |
|---|---|---|---|
| CNW Global | ~50 | ~$136,000 | Prior modeling at different volume/pricing assumptions than Group A; not yet recalculated to confirmed terms |
| Brickell Automotive Group | 200 | ~$546,000 | At full confirmed terms (200 × 520 meals/yr × $15) this account alone would model to approximately $1,560,000; the $546,000 figure reflects earlier, more conservative assumptions and has not been reconciled to the Group A methodology |
Happy to schedule a call to walk through any of the above in more detail.
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