Master brief · founder + counsel

Better Athlete — Master Attorney Brief V3.0

For: Tomas Anthony (Founder & CEO) Counsel: Jonathan Savar, The Savar Law Firm PLLC Date: 2026-07-14 Supersedes: V1.0 (archived), V2.0 (structure-plan component)

V3.0 is the master briefing document for counsel — one place to see the whole company. It covers positioning, IP, corporate + technical architecture, AI methodology, business model + unit economics, partnerships, competitor landscape, business plan, key advisors, 24-month KPIs, strategy + tactics, and the founder's $11M liquidity plan through QSBS. The V2.0 structure plan (Delaware C-Corp formation checklist) is the operational companion doc; V3.0 provides the surrounding context every advisor and instrument needs to be scoped against.

CONTENTS

  1. Company snapshot & positioning
  2. IP portfolio
  3. Corporate architecture
  4. Technical architecture
  5. AI in methodology & business model
  6. Business model — six flywheels
  7. Partnerships in flight
  8. Competitor analysis
  9. Business plan & unit economics
  10. Key advisors
  11. KPIs — next 24 months
  12. Strategy & tactics
  13. The $11M goal & valuation strategy
  14. Counsel routing & implementation

01Company snapshot & positioning

Public positioning (canonical, 2026-07-14):

Better Athlete is training intelligence for youth sports. The coach sees effort. The parent sees mood. The trainer sees the body. Better Athlete composes those fragments — movement, biometrics, load, and feel — into one clinically standardized daily readiness call, so the right call is clear long before anything breaks. Over time, that record becomes the athlete's transcript.

Internal — investor + legal only, not public:

Revenue stacks six connected flywheels — family subscriptions ($49–149/mo), parent-funded school and club assessment programs, facility combines and events, per-lead gym referrals, provider-network memberships, and a $75K franchise that licenses the full operating stack. BA runs no facilities; franchisees do — HQ operates as tenant #1 on the exact stack it licenses, and every operator makes the intelligence corpus smarter.

Stage: BASIS Independent school pilot confirmed 2026-05-22, going live August 2026. Meredith Speck (NWSL/NC Courage) in Founding Athlete Partner conversation. July–August is the runway before pilot data collection begins.

02IP portfolio

Four-layer classification (per reference_ip_embedding_strategy, locked 2026-07-01). All layers assign into the Delaware C-Corp at formation per the V2.0 pivot.

LayerContentsInstrument
Trade secret LESRI formula (thresholds, floor, σ-scale, exponent); 8-multiplier stack constants (position, phase, season, verb, ACWR, readiness); 1,800 AU/wk anchor; contraindication substitution mapping; source code (SaaS-isolated); aggregate anonymized dataset. DTSA + state trade-secret law. Requires "reasonable measures" — NDAs with §1833(b) whistleblower notice, MFA, audit logs, branch protection, bulk-export alerting. File-level trade-secret markers already on 6 Worker files.
Patent — omnibus provisional in drafting Dual-State Protocol (10 claims drafted); candidates for the same omnibus filing include LESRI composition + multiplier stack, Fibonacci-as-state-machine, Master Library selection workflow. Final claim set at Nathan Gallus's discretion. Engaged Nathan J. Gallus, Billion & Armitage on 2026-07-13. Provisional filed then assigned to C-Corp at incorporation. Post-Recentive (Fed Cir 2025) analysis says method-of-training patents remain §101-eligible.
Copyright Source code; SharedPicture assets; docs. Register batch. Assign to C-Corp at formation.
Trademark (5 registered) Better Athlete, Seen. Strong., Everyday Athlete + two others. Assignment from Tomas to C-Corp at formation. Everyday Athlete October 19, 2026 renewal (Section 8+9 combined) — file personally, then assign. DMCA agent registered (DMCA-1074271) via Courtney Thornton.

ToS §6 revision (Savar): user owns raw personal data; BA owns derivative outputs (LESRI scores, tiers, prescriptions); BA holds perpetual license on anonymized aggregate for methodology + research; reverse engineering + scraping prohibited.

Master Library canon (Physiopedia integration, 2026-07-12): 2,076-exercise library, tagged along 7 primary axes — body_region · movement_pattern · movement_family · training_qualities · tier_lanes · difficulty · equipment. Every draft flagged pending_clinical_review=TRUE until Allison Gibbons PhD PT + Frank Ennis MD sign off. This is the corpus the prescription engine reads from.

03Corporate architecture

Locked with Savar 2026-07-14 (see V2.0 structure plan for the 13-item implementation checklist). Two entities replace the prior three-entity architecture.

  1. Better Athlete, Inc. — Delaware C-Corporation. Operating entity + IP holder. Tomas holds 100% common at formation as sole founder; CEO + President + Sole Director. Standard 10M authorized shares at $0.0001 par. QSBS §1202-eligible. IP-assignment agreement contributes all pre-formation IP at incorporation.
  2. Seen. Strong. Foundation, Inc. — Delaware 501(c)(3) public charity, Q4-2026 formation. Runs the 100,000 Girls campaign. Independent board; Tomas may chair but not control per private-benefit doctrine. Contracts with the C-Corp at arm's-length for assessment services.

Existing NY LLCs: Red Hook Performance Lab LLC (formed) — disposition pending (keep as operating sub / dissolve / wind down). Better Athlete App LLC + EA Operations LLC — halt in-process filings.

Signing posture pre-formation: "Tomas Anthony, an individual" with forward-assignment. Post-formation: "Better Athlete, Inc., a Delaware corporation."

04Technical architecture

Locked in reference_architecture_canon_v2 and project_holdco_architecture_principle. Multi-tenant from day one — HQ runs as tenant #1 on the exact stack every franchisee will run on.

The stack

Module map (a franchisee's operating stack)

Fifteen modules total. Foundation modules (Playbook Engine, Tenant Config, Provisioning CLI) are LIVE as of Phase 1 close 2026-06-04. Assessment + Rx engines LIVE. CRM, Scheduling, Financials, Marketing Engine currently in SmartSuite; migrate to Supabase at franchise scale.

The 5-tier readiness canon

PushGo
HoldSteady
ShiftAdjust
EaseBack off
HealRecover

Colors: #16A34A · #FACC15 · #F97316 · #DC2626 · #1E293B. Shape-coded for accessibility: circle · hexagon · square · triangle · diamond.

05AI in methodology & business model

Where AI shows up in the engine

Composition (the daily readiness call). A proprietary model reads the crossings between four signals — Move, Load, Bio, Feel — not just the reads. Load×Bio tells whether the body is absorbing the work or falling behind it. Feel×Move tells where perceived cost shows up as altered mechanics. The engine normalizes each signal 0–100 against the athlete's own baseline and resolves the crossings into one tier (Push/Hold/Shift/Ease/Heal) with a confidence value and a named driver. Deterministic math against a curated corpus, not a black-box classifier.

Prescription (AUTO-RX1). Every tier + driver + phase combination selects from the 2,076-exercise Master Library tagged along 7 axes. The engine picks the exercises the athlete needs today from what her operator has on the floor, respecting contraindications and dose ceilings. Trainers deliver; they don't design.

Communication (four audiences, one truth). The same structured record renders in each stakeholder's own language — athlete gets "ease off the gas today, you're recovering"; coach gets "available, capped volume, no max efforts"; parent gets "normal mid-season dip, nothing's wrong"; clinician gets "HRV-driven HOLD, ACWR 1.31, monitor 48h." One record, four voices, no drift.

Clinical safety loop. Every AI-generated protocol flagged pending_clinical_review until Allison + Frank sign off. Corpus is human-curated before it ships. That's what lets us claim clinically standardized — the model composes from a vetted library.

Continuous learning. Every completion, re-assessment, and clinician sign-off tightens priors on the next athlete's read. The corpus is the learning surface; franchisees on the network add signal density.

Where AI creates business leverage

Near-zero marginal cost per athlete. A generated protocol is compute, not labor. Once the engine + Master Library exist, the marginal cost of the next athlete's daily call is negligible. That's the OrangeTheory-scale move — but replacing OrangeTheory's fixed workout-of-the-day with per-athlete bespoke prescription without adding coach hours.

Franchise licenses the intelligence. Franchisees pay $75K one-time + 20% BA-referred rev share for the OS + brand + methodology + lead flow. What they license is the engine + corpus + record architecture. AI does the design work at every location.

Corpus compounding = the moat. Every operator on the network feeds signal back into one shared record architecture. The next athlete's read is tighter because 10,000 athletes' outcomes fed the priors. Longitudinal youth-female movement data at consented scale doesn't exist anywhere else.

Phone-screen assessment as top-of-funnel. Costs the family nothing, produces a real readout in minutes. AI-generated protocols make that first assessment worth returning to — same engine reads the third week, third season, third year. The athlete's transcript compounds.

06Business model — six flywheels

Revenue stacks across six connected flywheels. Each engine is a revenue line AND a signal source — every athlete completion, assessment, and clinician sign-off feeds the shared corpus. See §06 · Cross-engine synergy below.

#EnginePricingPer-unit economics (Pro Forma V16.6)
1Family subscriptions$49 / $79 / $99 / $149 per month · weighted $78 blendedTier mix: Aware 40% / Guided 30% / Coached 20% / Elite 10%. ~85% GM. DTC entry via phone-screen assessment (250/wk → 4,000/wk funnel, VueMotion-driven).
2School + club assessment programsParent-funded; institution loss-leader ($15/$25/athlete + $3K license); opt-in 25/45/60% by institution year; cost-neutral to school by Y3~$51K GP / 64% GM per school (100 athletes, 45% opt-in Y2, VALD shared across 3 schools). Y2 rev mix: Assessment 12.2% · Subs 54.1% · Training Rx 8.5% · Community Events 19.3% · Follow-up 2.7% · Summer 3.3%.
3Facility combines + eventsCombines 1/mo × 40 athletes × $300 net of 25% venue share · camps 4/yr × 30 × $495 · training-plan share~$220K/facility-yr. ~40% event COGS (matures to 25%). Volunteer labor $800/day first cycle → $450/day lead-only after. Feeds Engine 1 + Engine 6.
4Per-lead gym referralsFlat fee per pre-assessed, pre-prescribed client who walks inConversion-only revenue. Gyms pay $0 for subscription; only on walk-in. Ends churn via visible progress; standardizes floor.
5Provider-network membershipsContinuum-OS network fee $2K / $3K / $4K per month per system · patient-paid $99/mo continuum subs · PT-clinic network $1K/mo + 5 activations/moPT-clinic network 1/mo M13 → 2/mo Y3. 10% card-handed on continuum (CONFIRM). 10% COGS. 5-mo cohort stack. Stark-clean structure (network fee, not per-referral).
6Franchise fee + rev share$75K one-time + 20% rev share on BA-referred clients only. Facility event delivery hands off to franchisees at M31: 20% royalty, 5% COGS.Licenses the full operating stack (LESRI, Rx engine, brand, playbook, equipment access). BA runs no facilities. HQ = tenant #1 on the exact stack franchisees run.

Cost of goods: per-athlete Rx generation is compute-only (near-zero marginal cost). Human cost is clinical review (batch, amortized across the corpus) + trainer delivery (paid by franchisee). VALD lease $2,312/mo per 3 institutions (resolves lease-vs-CapEx canon flag).

Cross-engine synergy — why the six flywheels compound

The six engines are not parallel revenue lines. They share one addressable record architecture and one AI engine. Every completion on any engine tightens the priors on the next athlete's read across all engines. Per reference_self_reinforcing_framework, five feedback loops close what would otherwise be a DAG:

The compounding thesis: LESRI formula is the month-1 moat (trade secret). The data corpus is the month-12+ moat. Cohort norms across position × age × sex require 500+ athletes × 12 months to build. Cannot be forged, cannot be shortcut. This is O(n × t), not O(n) — every operator on the network deepens the moat for every other operator.

Foundation as CAC lever (not a 7th flywheel)

Seen. Strong. Foundation (Q4-2026, per V2.0) sits underneath the six flywheels, not alongside them. Philanthropic dollars (RWJF, Knight, Doris Duke, Women's Sports Foundation, NIH/NIBIB, corporate CSR, DAFs) underwrite the 100,000 Girls campaign — which produces two outputs the C-Corp captures directly: (a) drops CAC across every family + school + club engine (assessments already funded when they enter the funnel), and (b) generates consented baseline youth-female corpus data at scale — the exact demographic that becomes the moat per §04 IP portfolio. Foundation contracts with the C-Corp arm's-length for assessment services; Op-Co books program revenue.

Milestone-gated hire triggers (per V16.6 lean staffing)

Five strategy hires are milestone-gated against unit-count triggers, so headcount cost never precedes the revenue engine that unlocks it:

Slip milestone → slip hire. See _HANDOFF/2026-07-09-BA-Pro-Forma-V16.6-Lean-Milestone-Gated.xlsx.

Concentration + watch items

HSS ~14% concentration — Hospital for Special Surgery, if it signs, would represent ~14% of Y3 revenue in the current model. Diligence watch item. Diversify enterprise base as Engine 2 scales. See V16.6 stress-test report at _HANDOFF/2026-07-09-BA-Stress-Test-Report-V16.5.md.

Strategy document cross-reference

The six-flywheel model is grounded in and cross-refers to:

Deeper competitor + strategic-partner + NWSL/Gotham landscape analysis in the companion doc _HANDOFF/2026-07-14-BA-Strategic-Landscape-V1.0.{html,docx}.

07Partnerships in flight

Meredith Speck — Founding Athlete Partner

NWSL midfielder, NC Courage. 10 seasons, 3 championships, 3 Shields, 2 Challenge Cups. Yale alum. ACL recovery story (2023-24). Cultural credibility: "For the Win" (Amazon Prime), Sam Mewis best friend, HAO connection. Equity ceiling 1.0–2.5% staged vesting tied to external milestones (pilot wins, sponsor intros, capital support). Not operating cofounder. Instrument: restricted C-Corp common with milestone-cliff vesting; §83(b) election on athlete's side.

Samir Goel — Foundation advisor → investor

Co-CEO Esusu Financial ($1.2B unicorn). TIME100 NEXT. Esusu × LAFC precedent (Official Rent Reporting Platform of LAFC). Boards: MoMA PS1, NYU Stern CSB, SaverLife. Cap-table network: Goldman Sachs + AF Ventures. Sequence: Foundation advisor seat first, Bay FC / Gotham FC warm intros T+30-60d, LAFC-style playbook T+90+, Founding Investor conversation T+180d (SAFE, per V2.0). Highest-leverage single potential advisor.

VueMotion — Stage 1 API partnership

Smartphone-based AI movement intelligence. Founders: Ryan Talbot (CEO, Austin TX), Dr Amit Gupta (CTO, ex-Canon CiSRA), David Klineberg (COO). Elite validation — LA Rams, Houston Texans, Rugby Australia, Tennis Australia. Stage 1 ask: export/API pilot only — CSV/API export, report links, webhooks. Named pilot: "Seen. Strong. × VueMotion Youth Female Movement Intelligence Pilot." 4-stage roadmap → 100,000 athletes by 2027 Women's World Cup. Data rights: VueMotion aggregated de-identified benchmark rights for youth female sport; BA owns relationship + program layer + applied risk/education workflow.

Allison Gibbons, PhD, PT + Frank Ennis, MD — clinical Tier 1

Signed off on the readiness model 2026-06-24 (4 pre-pilot fixes). Clinical review for every draft in the Master Library pending_clinical_review workflow. Candidates for peer-reviewable case series by Y2 (part of the outcome-proof moat).

BASIS Independent — first school pilot

Confirmed 2026-05-22. Goes live August 2026. Athletic-department deployment; every team on one readiness board; AT-driven case load prioritization. First real-world data source for the corpus.

Franchise agreement template

Not yet drafted. Structure: $75K one-time + 20% rev share on BA-referred clients only. Two-tier confidentiality (during-term + post-term perpetual for trade secrets). Franchisee gets rendered outputs, rationale strings, brand license, know-how manuals. Franchisee does not get: source code, multiplier constants, cross-tenant data, aggregate corpus, sub-licensing rights. FDD + state-by-state registration exposure scoped by Savar.

08Competitor analysis

The market has established players in each of the four input categories but no one integrating all four into a single daily call + prescription + communication + franchise-scalable stack. That gap is BA's category.

PlayerWhat they doWhere BA wins
Hudl (Signal · WIMU · Titan · ADI · Statsbomb · Volleymetrics · Sportscode) Elite-team performance data + video review + wearable performance tracking. Product portfolio via acquisition — WIMU + Titan for GPS, Signal for cloud-based athlete monitoring, ADI for movement analysis. Siloed products, elite-team price point ($$$$), no prescription engine, no family/parent audience, no franchise model. BA integrates all four inputs in one daily call and lands at youth-athlete price points.
VALD (ForceDecks · DynaMo · SmartSpeed · NordBord · HumanTrak) Gold-standard force-plate + strength + isometric testing. Elite/clinical assessment hardware + software. Assessment-only. No protocol layer, no communication layer, no cross-input integration. BA layers on top — VALD becomes an input source, not a competitor. Quote EDATBA26 $2,312/mo Y1 for pilot units.
VueMotion Smartphone-based AI movement intelligence. Elite team + emerging enterprise API. Partner track, not competitor. See §07 — Stage 1 API export. BA provides the youth deployment + campaign scale VueMotion cannot reach alone.
Sway Medical (Sway Balance) Concussion + balance assessment via smartphone. Clinical-focused. Single-input (balance/concussion). No prescription, no readiness call. Complementary — BA's Concussion module could route here for specialized clinical follow-up.
Bound School athletics ops platform — ticketing, registration, scheduling, facilities, concessions. "20 solutions, 1 platform." Ops/logistics — NOT readiness. Bound is the plumbing; BA is the intelligence layer above it. Different sale.
Movella / Xsens Motion capture hardware for biomechanics research. Research-grade capture, not deployment-grade platform. Too expensive per unit; no daily-call model.
Whoop · Oura · Garmin (biometric wearables) Bio-only tracking — HRV, sleep, resting HR. Consumer subscription. Single-input; no Move/Load/Feel integration; no clinical layer; no protocol. BA can consume Bio-signal from any of these via HealthKit (custom Swift plugin already shipped — 3,970 Apple Watch samples pulled).
Return-to-play platforms (Sparta Science, Recover.ai, Kitman Labs) Enterprise team performance/injury-risk analytics. Sold to pro clubs + colleges. Enterprise pricing, elite-team narrative, no youth/family channel, no franchise. BA's youth-first + parent-facing UX + franchise model does not exist in this category.

Positioning summary: BA is the only player integrating four-signal readiness + AI prescription + stakeholder communication + longitudinal transcript + franchise-scalable operating stack, targeting youth (12–18) + families as the primary buyer. No direct competitor spans all five surfaces.

09Business plan & unit economics

Pilot & go-live timeline

Unit census (Y3 target, per Pro Forma V16.6 + Unit Census 2026-07-09)

Y5 targets (N2 case per liquidity plan)

Pro Forma V16.6 highlights (current master)

10Key advisors

AdvisorRoleStatus
Jonathan Savar, Partner, Savar Law Firm PLLC · NYC
+1 917 881 4009 · savarlaw.ai · linkedin.com/in/jonathansavar
Acting counsel — entity, IP assignment (into C-Corp at formation), SAFE + Series A, franchise + FDD, Foundation, partnership instruments, NDA hygieneEngaged 2026-07-14
Nathan J. Gallus, Associate | IP Attorney, Billion & Armitage · MN
O (952) 697-2646 · C (952) 200-7132 · ngallus@billionarmitage.com · Partner: Benjamin C. Armitage
Patent counsel — omnibus provisional application (Dual-State Protocol + LESRI + Fibonacci-as-state-machine candidates); downstream patent prosecutionEngaged 2026-07-13. Perpetual portable work-product clause.
Courtney Thornton (she/her), Managing Partner, Thornton IP Law LLC · Atlanta GA
650.776.1133 · courtney@thorntoniplaw.com · thorntoniplaw.com
Trademarks + DMCA — narrowed scope post-Savar engagement. Immediate: C&D to Everyday Athlete, LLC + USPTO change of representation. Deadlines: EA renewal 2026-10-19 · Section 8/15 for 2020 marks 2026-11-17Active
Allison Gibbons, PhD, PTClinical Tier 1 signoff. Master Library pending-review queue.Confirmed 2026-06-24
Frank Ennis, MDSports medicine physician · clinical Tier 1 signoff · peer-review co-author path Y2. Advisor side-letter drafted 2026-06-13; not yet signed.In conversation → signing
Kirk Campbell, MDAdded to Clinical Advisory 2026-07-14. Specialty + affiliation TBC. Advisor side-letter to be drafted by Savar.Added 2026-07-14
Meredith Speck, NWSL / NC CourageFounding Athlete Partner candidate — cultural + women's-soccer credibility, ACL story.Call one scheduled; equity band 1.0–2.5% locked; instrument TBD (Savar)
Samir Goel, co-CEO Esusu FinancialFoundation advisor first; Bay/Gotham warm intros; Founding Investor trackSequencing locked; T+180d investor conversation
Raphael team (4-role advisors)Product/growth/finance/ops sounding-board bench. Tomas = CEO + CPPO.Active
Tomas Anthony, Founder + CEO + President + Sole Director100% common at C-Corp formation. Signs everything until entity is filed.Sole founder; BFS alum (connection to BigTeams / fall preseason ~Aug 18)

11KPIs — next 24 months

Four KPI families. Each has a Y1 target (2026 through H1-2027) and a Y2 target (H2-2027 through mid-2028).

Revenue KPIs

Y1 · pilot revenue

BASIS + first 20 family subs + 2 clubs · target ~$50K–$100K ARR ceiling

Y2 · baseline revenue

~$400K–$1M ARR · Series A gate

Y1 · CAC by channel

Establish CAC per channel (family / school / club / clinic) from cold intro to first sub

Y2 · NRR

Instrument >110% NRR — currently the biggest diligence gap per liquidity-path memo

Corpus KPIs (the moat)

Y1 · assessments logged

Target 500+ athletes on baseline · 100% consent + provenance from record #1

Y2 · assessments logged

10,000+ athletes · youth-female concentration >60%

Y1 · clinical sign-offs

2,076 Master Library items reviewed → shipped-ready count

Y2 · peer-reviewable case series

2 co-authored publications with Allison + Frank

Network KPIs (unit count)

Y1 · schools

1 (BASIS) → 3 signed

Y1 · clubs

2 → 10 signed. Club 100 list is this-month sourcing task.

Y1 · franchisees

1 signed LOI · pilot territory identified

Y2 · territories

3–5 territories · 20+ clubs · 5+ facilities

Diligence-readiness KPIs (Series A bar)

Recurring mix

>60% by Y2 close (V16.6 model ~70%)

Gross margin

~70% by Y3 · already trending

Cohort close-rate

Capture from 2027 actuals per cadence engine playbook (4 closes/rep/qtr, 3× coverage rule)

Franchisee-side P&L

Publish artifact — frandev lead's #1 diligence exhibit

12Strategy & tactics

Five strategy pillars

  1. Concentric-arc rollout. HQ (tenant #1) → BASIS pilot → first franchisee (territory 1) → cluster expansion. Each ring proves the OS + adds signal to the corpus before the next opens. Never open faster than the corpus can absorb.
  2. Foundation as capital lever. Seen. Strong. Foundation (Q4-2026) taps philanthropic dollars (RWJF, Knight, Doris Duke, Women's Sports Foundation, NIH/NIBIB, corporate CSR, DAFs, HNW major gifts) that priced equity cannot reach. Runs 100,000 Girls campaign. Contracts with C-Corp arm's-length for assessment services — Op-Co books program revenue; Foundation reports program spend on 990.
  3. Corpus compounding as moat. Every completion, every clinician sign-off, every re-assessment tightens the priors on the next athlete's read. Every franchisee on the network adds signal density. Precision is a function of corpus depth — the network grows the edge.
  4. Clinical partnership as credibility multiplier. Allison + Frank Tier 1 signoff on the readiness model is the enterprise wedge. Two peer-reviewable case series by Y2 = the outcome-proof bank for Series A + PE due diligence.
  5. Franchise as the scaling mechanism. BA does not run facilities. Y1 direct training is a pressure test only (~$20K) to validate the Rx model. From Y2 forward, every training-delivery dollar flows through franchisees. Low CapEx, high leverage.

Tactics — highlights

13The $11M goal & valuation strategy

Target: $11M free-and-clear net to the founder at a Y4–Y5 growth/PE event ($100–160M EV; revenue $20–35M; 25–30% EBITDA; 4–5× revenue multiple). Preserves ~45–50% founder equity + board/exec-chair role to retirement.

Mechanism · QSBS §1202. C-Corp founder stock held five years, less than $50M gross assets at issuance, $10M+ federal capital-gains excluded. Target ~$12.3M gross secondary → ~$11M+ net (NY does not conform; ~9–10% state stays).

The staged path

StageTriggerFounder %Note
Q3-2026 · C-Corp formationStock issuance100%QSBS §1202 clock starts. Top-priority workstream.
Angel round on SAFE~$100K–$1.5M @ ~$6M cap100% common; SAFE converts at Series APre-conversion; no equity dilution yet.
Mid-2028 · Series A$4–6M @ $20–30M pre + optional $500K–1M small secondary~55–58%SAFE converts. Founder small secondary possible; later tranches also QSBS-eligible if 5-yr held.
Y4–Y5 · growth/PE event$100–160M EV · founder secondary 8–10%~45–50%$12–14M gross ≈ $11M+ net. §1202 5-yr clock cleared at Q3-2031. Later tranches also QSBS-eligible.

Moat ranking (what acquirer pays a premium for)

  1. Longitudinal youth-female movement dataset — consented, multi-modal, one standard. Requires research-use consent + provenance from record #1. Uncopyable at scale.
  2. Outcome-proof bank — Continuum tables + 2 peer-reviewable case series with Allison + Frank by Y2.
  3. Franchise royalty system — proven unit-economics + FDD-registered network by Series A.
  4. Trade-secret engine + IP perimeter — LESRI + multiplier stack + Master Library. Assigned to C-Corp, DTSA-hardened.
  5. Foundation-subsidized CAC — 100K Girls program pulls assessment volume that would otherwise cost the C-Corp acquisition dollars.

Diligence bar for Y3 (data-room ready)

14Counsel routing & implementation

Jonathan Savar (acting counsel, Savar Law Firm PLLC) — entity, IP assignment into C-Corp at formation, SAFE + Series A, franchise + FDD, Foundation 501(c)(3), partnership instruments (Meredith equity, VueMotion API + data rights, advisor agreements), NDA + trade-secret hygiene, general corporate.

Nathan J. Gallus — Associate | IP Attorney, Billion & Armitage (Ben Armitage is Partner). Office (952) 697-2646 · cell (952) 200-7132 · ngallus@billionarmitage.com · linkedin.com/in/nathanjgallus/. Scope: omnibus provisional patent application drafting (Dual-State Protocol + LESRI + Fibonacci-as-state-machine candidates); downstream patent prosecution. Timeliness terms: 4+ US business days / 7+ foreign business days lead time on PTO deadlines. Work product portable to future counsel on full payment.

Courtney Thornton (she/her) — Managing Partner, Thornton IP Law LLC (Atlanta GA). 650.776.1133 · courtney@thorntoniplaw.com · thorntoniplaw.com. Scope: trademarks + DMCA. Immediate: Cease-and-desist letter to Everyday Athlete, LLC (unauthorized use of EVERYDAY ATHLETE mark); USPTO change of representation for all 5 marks. Phase 2: EVERYDAY ATHLETE renewal (Section 8+9 combined) by October 19, 2026; Section 8/15 combined maintenance affidavits for the four 2020 registrations (Reg. Nos. 6,200,700–6,200,703) by November 17, 2026. TM assignment execution into C-Corp post-formation.

Detailed 30–60 day implementation checklist (13 items) lives in the V2.0 structure plan: _HANDOFF/2026-07-14-BA-Entity-Formation-Structure-Plan-V2.0.html. High-priority sequence: Week 1 file Delaware C-Corp; Week 1–2 issue founder common + officer appointments; Week 2 founder IP-assignment agreement; Week 2–4 provisional patent filed; Week 3–4 TM assignment + DTSA NDA template; Week 3–6 SAFE template + first angel checks; Week 4–6 Meredith Founding Athlete Partner instrument; Week 6–10 franchise agreement + FDD scoping; Q4-2026 Foundation formation prep.