Investor Access
Emanay
Capital Markets · Response to Investor Diligence Request
1221 Brickell Ave, Suite 900
Miami, FL 33131
legal@emanay.io · emanay.io
Document Reference
ECA-DDR-TATIFOODGROUP-001
Date
August 2, 2026
Prepared By
Alex Camus, Managing Director, Emanay Advisory
Status
Final — Appendix 1 Draft
Confidential

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.

01 · Customer Contracts & Revenue Quality
Client Pipeline, Commercial Terms & Revenue Quality
Question 1.1
Which clients are signed, which are pending, and what is the status of each relationship?

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:

AccountStatusNotes
Forefront Global (Daniel Shirazi)Service agreement under review35 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 review50 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 GlobalActive 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 approved200 employees across 5 dealerships. HR has approved the program internally, the largest account in the pipeline by headcount.
C.R. SalonProspect~25 employees; W2/1099 classification pending confirmation.
City of MiamiEarly-stage discussionFollowing 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).
BetrIntroduction stageA corporate meal-program client prospect referred by Daniel Shirazi (Forefront Global). Early-stage relationship.
Why contracts are not yet executed. This is a capital-sequencing decision, not a demand constraint. We currently operate an active offsite kitchen capable of production today — this is the source of the trial runs and catering events described above. Taking on commercial, corporate-scale service obligations requires our primary kitchen (51 NW 23rd Street, Wynwood) to be fully activated first, so that we do not commit to service levels we cannot reliably support as volume ramps. The binding constraint is working capital for food costs and kitchen activation — precisely the use of proceeds this raise is intended to fund.
Question 1.2
Key commercial terms for signed and near-signed clients

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
1Initial Term — set on the cover page per client
2Renewal — automatically renews on a rolling quarterly basis thereafter
3Termination during Initial Term — no termination for convenience; only for an uncured default
4Termination after Initial Term — either party, 30 days' written notice
5Early termination fee — payment due for the remaining term based on enrolled headcount (other than our own default)
6Payment terms — first month's fee due in advance, net-30 invoicing thereafter
7Performance obligations — 24-business-hour account manager response standard; weekly menu management with immediate updates for severe allergies
Question 1.3
Detailed calculation supporting the modeled pipeline revenue

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):

AccountConfirmed headcountAnnual mealsModeled annual revenue
Forefront Global3518,200$273,000
FanBasis Inc.25 (of 50 identified)13,000$195,000
Group A total6031,200$468,000

Group B — earlier-stage prior modeling, not yet recalculated on the Group A basis:

AccountHeadcountModeled annual revenueBasis
CNW Global~50~$136,000Prior modeling at different volume/pricing assumptions than Group A; being recalculated to confirmed terms as this account progresses
Brickell Automotive Group200~$546,000Same 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

Modeled pipeline revenue by account $273K Forefront Group A $195K FanBasis Group A $136K CNW Group B $546K Brickell (prior figure) Group B $1,560K Brickell (full terms) Reference unreconciled gap Group A (confirmed terms) · Group B (prior modeling, unreconciled) · Brickell full-terms reference shown for comparison only

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.

Question 1.4
Revenue versus costs — operating economics

Specific proposed pricing terms for our two active accounts:

TermForefront GlobalFanBasis
Headcount35 employees (7 W2 / 28 1099)50 total identified, 25 confirmed
Price per meal$15.00$15.00
Meal frequency2 meals/day per employee2 meals/day per employee
Employee contribution$7.50/meal (50%)$10.00/meal (~67%)
Tati Benefits powered by Ignite (§125 supplemental program)Under evaluationUnder 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

$15.00 program price per meal $8.53 COGS · $6.47 margin $6.58 $0.93 $6.47 margin $0.00 $15.00 Food & ingredients — $6.58 (43.9%) Packaging & containers — $0.75 (5.0%) Quality control & food safety — $0.10 (0.7%) Delivery / logistics — $0.17 (1.1%) Kitchen labor (on-call cooks) — $0.93 (6.2%) Gross margin — $6.47 (43.1%) Note: this is the $15.00 top-tier ("Flow State") price point. Lower-priced tiers carry the same ingredient/packaging/QC dollar cost against a smaller price, so blended margin across the full tier mix runs below 43.1%.

Our current monthly kitchen operating structure — the staffing, delivery, and fixed-cost inputs behind the labor line above — is as follows:

CategoryRateBasis
Kitchen staff (on-call cooks)$650/week per cook5 available
Delivery$15/delivery10+ drivers on call, scales with volume
Program lead$500/weekFixed
Accounting$1,000/monthOngoing — active bookkeeping and client accounting
Insurance$100/monthOngoing
Rent — Wynwood kitchen (all-in)See Year 1 schedule belowEscalating — abatement in early months, steady-state from Month 6

Year 1 rent schedule — Wynwood kitchen:

MonthBase RentAdditional RentTotalNotes
1$0.00$0.00$0.00Prepaid on execution
2–4$7,322.50$2,738.33$10,060.83Abated for equipment allowance and base rent
5$9,822.50$2,738.33$12,560.83Equipment allowance abatement ends
6–12$12,322.50$2,738.33$15,060.83No 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.

Interactive model — adding corporate accounts identical to Forefront Global

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).

0

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.

Monthly revenue
$39,000
Monthly COGS
$22,178
Gross margin
43.1%
Net income/mo
-$1,505
Fixed monthly overhead: $18,327.50 (program lead + accounting + insurance + steady-state rent) Breakeven at ~1.87 Forefront-equivalent accounts

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.


02 · Insurance, Carrier Relationships & Service Model
What Is Operating Today vs. the Roadmap
Question 2.1
Licensed carrier relationships and regulatory status

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.

Question 2.2
"Food as the primary clinical intervention" — what this means

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.


03 · Corporate Accounts, Operations & Scaling
Capacity, Timing, and Cost Structure
Question 3.1
What "3–5 corporate accounts" means operationally

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.

Question 3.2
Kitchen operating cost structure

Full breakdown by category, each classified as fixed or variable:

CategoryAmountFixed / VariableBasis
Food & ingredients$6.58/mealVariableScales directly with meal volume; see Figure 1.4a
Packaging & containers$0.75/mealVariableScales directly with meal volume
Quality control & food safety$0.10/mealVariableScales directly with meal volume
Delivery / logistics$0.17/meal (at $15/delivery, scaling)Variable10+ drivers on call; cost scales with delivery volume
Kitchen labor (on-call cooks)$0.93/meal ($650/week per cook, 5 available)Semi-variableCooks 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)FixedContractual lease obligation, independent of volume
Program lead$500/weekFixedSalaried role, independent of volume
Accounting$1,000/monthFixedOngoing bookkeeping and client accounting
Insurance$100/monthFixedOngoing policy cost
EquipmentNot yet itemized as an ongoing lineFixed (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
UtilitiesNot yet itemized as a separate lineFixed (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.


04 · Founder, Sponsor & Governance
Structure, Guarantees & Capital Contributed to Date
Question 4.1
Founder guarantee and investor recourse

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.

Question 4.2
Corporate structure, ownership, and existing agreements

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.

1. Emanay Firm Structure — Independent Oversight

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

PARENT COMPANY SUBSIDIARY SUBSIDIARY SUBSIDIARY FEATURED SUBSIDIARY SUBSIDIARY SUBSIDIARY All seven entities are separately licensed, independently operating subsidiaries of Emanay Holdings LLC — not divisions of one another. Emanay Ventures LLC (highlighted, centered) is the entity that appears in the Transaction Structure Model, Figure 4.22, immediately below.
2. Investment Vehicle — Transaction Structure Model (TOTS ESV SPV LLC)

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

Emanay Ventures Parent — sits above the Associate Ventures LLC vertical Oversight only — not itself the SPV owner "Associate Ventures LLC" — the vertical under Emanay Ventures Two are part of TOTS ESV today, one potential — Emanay has others across its broader portfolio, not shown here Profit-share interest only — no voting rights, to avoid a governance daisy chain (see note below) Emanay DR Ventures David Rosati · existing Holds profit-share interest in TOTS ESV — non-voting Emanay DS Ventures Dillon Shamoun · existing Holds profit-share interest in TOTS ESV — non-voting ★ YOUR POSITION Emanay VG Ventures Your associate SPV · potential third Would hold profit-share only — non-voting, if formed TOTS ESV SPV LLC 10% today · 35% if your investment closes Voting & decision-making rests here — Alex Camus, sole Manager, controls the vote ↓ owns its stated % of Tati Food Group LLC (see full structure chart below) You would become an owner of Emanay VG Ventures, which would then hold a profit-share interest in TOTS ESV SPV LLC — non-voting Solid lines = direct economic interest today. Red dashed line = your future economic interest. Voting sits solely with the SPV's Manager.

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.

3. Cap Table — Current 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

Tatiana Palacio Founder · 40% direct Cholo Holdings LLC Alejandro Lonsdale · 25% direct ★ YOUR INVESTMENT VEHICLE TOTS ESV SPV LLC 10% · Strategic Member Unallocated pool 25% — not yet issued Tati Food Group LLC Parent holding company Tati Eats, LLC Revenue entity · client agreements TWT Personal Chef Enterprises, LLC (payroll entity) Tati 51 NW 23rd St LLC Wynwood kitchen leasehold Cutler Bay Kitchen Owned asset, held by TWT Appraised value: ~$650,000 Tati Wynwood Kitchen Operating facility within the leasehold Activation target: Aug 1, 2026 Emanay's agreements run to Tati Food Group LLC — not to individual subsidiaries Emanay Advisory · Law Group · Accounting · Capital · Ventures · Realty · Technologies Separate licensed affiliate divisions · service & advisory agreements Outside the Tati Food Group cap table
Direct ownership / economic interest Contractual / service relationship

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.

Question 4.3
Capital and sweat equity contributed to date

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:

DeliverableHoursActually invoicedMarket-rate value
Legal draft work — UPA, MSA, entity formations, SPV, agreements200h$15,425$180,000
Tech buildout — platform, sales pipeline, intake, CRM, investor portal300h$29,500$105,000
Corporate structure & tax — entity reorg, cap table, §162 strategy200h$10,000$70,000
Client & project management — onboarding, ops, runbooks250h$7,162$87,500
Advisory services — deal support and facilitation$7,540
Brand & investor materials — brand system, proposals, CIM200h$70,000
Menu development — program design, dietary systems150h$52,500
Kitchen sourcing — sourcing, lease negotiation100h$35,000
On-call partner team — ongoing corporate development300h$105,000
Board & PR development — board sourcing, PR roadmap175h$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:

CategoryAmount
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.


05 · Valuation & Capitalization
Basis for Valuation and Resulting Capitalization
Question 5.1
Valuation methodology

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.

Question 5.2
Current capitalization table

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.

Question 5.3
Post-financing (pro forma) capitalization table

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

Current vs. pro forma capitalization 40% 25% 10% 25% 40% 25% 35% Current Pro forma (illustrative) Tatiana Palacio Cholo Holdings LLC TOTS ESV SPV LLC Unallocated pool
HolderCurrentPro forma post-financing
Tatiana Palacio40%40% (unchanged)
Cholo Holdings LLC (Alejandro Lonsdale)25%25% (unchanged)
TOTS ESV SPV LLC10% (Strategic Member)35% (10% existing + 25% from the proposed investment)
Unallocated pool25%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.


06 · Supporting Materials
Available Now and In Progress
Requested MaterialStatus
Signed customer agreements / material terms summaryTerms summarized above; executed copies to follow upon signature
Detailed pipeline revenue calculation and forecastIncluded 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 modelSee Appendix 1 — full financial model (Sections A–G), draft status, pending sign-off from our accounting team
Kitchen operating cost scheduleIncluded above (Question 3.2) — full category breakdown with fixed/variable classification; equipment and utilities flagged as not yet itemized
Insurance carrier documentation and reimbursement assumptionsNo 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 tablesIncluded above (Questions 5.2–5.3); post-financing table is explicitly illustrative and contingent on the proposed investment closing
Founder and sponsor investment summaryIncluded above
Itemized expense ledger (all Emanay-related capital, Jan–Jul 2026)Available upon request
Driver contractsAvailable upon request
Kitchen contractsAvailable upon request
Leasing arrangementsTerms summarized above; full lease document available upon request
Intercompany and member loan / security arrangementsDisclosed 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 policiesAvailable upon request


Appendix 1 · Financial Model, Complete
Per-Meal Economics, Monthly Models, and Company-Wide Cash Flow

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.

Current performance — what the business is actually doing today

Two distinct data points, kept separate rather than blended, since they measure different things:

MeasureFigureBasis
FY2025 actual total revenue$655,627Historical, 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/monthStripe transaction data, average of the two most recent full months (May, June 2026) — see Question 1.4
B2B program revenue to date$0 confirmedNo 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.

Status note: This is a working draft, not a finalized deliverable. Two categories of cost — kitchen equipment and utilities — are not itemized anywhere in the underlying data and are flagged as open items rather than estimated. Catering/DTC/Uber margin is confirmed at a fixed 60% design target (Section D) rather than a rough estimate.
A · Scope & Methodology
How This Model Is Built
A.1
Two revenue lines, modeled on two different bases

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:

A.2
What "audited" means in this document

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.


B · Per-Meal Unit Economics
Corporate Program Cost Structure (Audited)

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.

Program price
$15.00
per meal
Total COGS
$8.53
per meal
Gross margin
43.1%
$6.47/meal
$15.00 program price per meal $8.53 COGS · $6.47 margin $6.58 $0.93 $6.47 margin Food & ingredients — $6.58 (43.9%) Packaging & containers — $0.75 (5.0%) Quality control & food safety — $0.10 (0.7%) Delivery / logistics — $0.17 (1.1%) Kitchen labor (on-call cooks) — $0.93 (6.2%) Gross margin — $6.47 (43.1%) This is the $15.00 top-tier ("Flow State") price point. Lower-priced tiers carry the same ingredient/packaging/QC dollar cost against a smaller price, so blended margin across the full tier mix runs below 43.1%.

C · Corporate B2B Monthly Model
Group A — Committed Base Case (Forefront Global + FanBasis Inc.)

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.

MonthAug-26Sep-26Oct-26Nov-26Dec-26Jan-27Feb-27Mar-27Apr-27May-27Jun-27Jul-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
Key finding: at steady state, with both Group A accounts fully ramped and rent at its full Year-1 rate, the corporate B2B program alone runs a net operating loss of approximately $1,503/month. Two confirmed accounts do not cover fixed overhead on their own — see Section E for the company-wide picture once current operations are included.

D · Current Operations
Personal / DTC, Catering & Events, Uber Eats

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.

MonthAug-26Sep-26Oct-26Nov-26Dec-26Jan-27Feb-27Mar-27Apr-27May-27Jun-27Jul-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
Reconciliation gap — read before citing either figure: the ops-planning workbook (internal FinSum tab) projects FY2026 revenue of $554,689 (recurring meal) + $186,845 (weekly meal) + $83,314 (catering) + $202,500 (Uber) = $1,027,348 for these combined channels. Actual Stripe data for March–July 28, 2026 annualizes to roughly $112,000–$130,000/year at the recent run-rate — an order of magnitude below the ops-planning workbook's projection. This model uses the Stripe-actual run-rate as the defensible base case. The ops-planning workbook's figures for these channels should be treated as aspirational and unvalidated until reconciled, and should not be cited to an investor without this caveat attached.

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.

Margin nuance — personal/DTC packages specifically: personal packages (5/10/15/21/28-meal packs, priced $20.71–$23.00/meal) carry the same fixed $8.53/meal COGS as the corporate B2B program, not a percentage-of-price structure like catering. Most standard packs land close to the 60% figure (58.8%–62.9%), but legacy-rate personal accounts priced at $17.00/meal — confirmed in Stripe data — run only 49.8% margin. If legacy accounts represent a meaningful share of personal/DTC volume, the true blended current-ops margin is likely somewhat below the 60% figure used throughout this section, not exactly at it. This model still uses 60% as a single blended proxy across all of current operations; refining it would require the actual pack/legacy volume mix.

E · Company-Wide Monthly Model
Combined P&L and Cash Flow

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.

MonthAug-26Sep-26Oct-26Nov-26Dec-26Jan-27Feb-27Mar-27Apr-27May-27Jun-27Jul-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
Key finding: once current operations are included, the company-wide picture is materially different from the B2B-only view in Section C — steady-state net operating income of approximately +$8,661/month, and cumulative cash growing from $175,000 to approximately $276,443 over the 12-month window, rather than declining. The corporate B2B program alone does not yet cover fixed overhead; current operations, running at its confirmed 60% margin, is what makes the combined business cash-flow positive today.

F · Pipeline Upside
Group B — Not Included in the Base Case

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.

AccountHeadcountModeled annual revenue (prior modeling)Note
CNW Global~50~$136,000Prior modeling at different volume/pricing assumptions than Group A; not yet recalculated to confirmed terms
Brickell Automotive Group200~$546,000At 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

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Happy to schedule a call to walk through any of the above in more detail.

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