V2.0 captures the structure locked in the 2026-07-14 consultation with Jonathan Savar. It supersedes the pre-consultation V1.0 brief on three material points: the operating entity is a Delaware C-Corporation (not a PBC), capital instruments include SAFE for angel-stage funding (prior "no SAFE ever" rule retired), and all IP assigns into the C-Corp at formation (prior IP-Co LLC strand retired). Foundation strand and franchise thesis stay in place; the founder-liquidity path through QSBS §1202 is preserved and, if anything, cleaner.
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.
Revenue model (internal — investor + legal only, not for public materials):
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.
| Topic | V1.0 plan (pre-Savar) | V2.0 plan (locked with Savar) |
|---|---|---|
| Operating entity | Delaware PBC (mission enshrined in charter) | Delaware C-Corp (classic, VC-standard, QSBS-eligible) |
| Capital instrument | Priced equity only. Hard rule: no SAFE ever. | SAFE for angel stage. Priced round at Series A. |
| IP holding | Separate IP-Co LLC licenses to Op-Co (arm's-length exclusive) | All IP assigned into the C-Corp at formation (single entity) |
| Founder ownership at formation | Tomas holds ~100% via multi-entity structure | Tomas holds 100% of C-Corp common (CEO + President) |
| Foundation (501(c)(3)) | Q4-2026 formation, separate entity | Unchanged — Q4-2026 formation; contracts with C-Corp arm's-length |
| QSBS §1202 clock | Starts at PBC stock issuance | Starts at C-Corp stock issuance (same 5-yr clock) |
| Franchise model | $75K + 20% BA-referred rev share | Unchanged |
| Counsel of record | Courtney Thornton (TMs + DMCA) + counsel TBD for entity work | Jonathan Savar acting counsel; Courtney narrowed to TMs + DMCA |
Unchanged from V1.0 in shape, cleaner in execution. The founder liquidity plan targets $11M free-and-clear at a Y4–Y5 growth/PE event ($100–160M EV; revenue $20–35M; 25–30% EBITDA). Mechanism: QSBS §1202 — C-Corp founder stock held five years, less than $50M gross assets at issuance, $10M+ federal cap-gains excluded. NY does not conform (~9–10% state stays).
| Classification | Contents | Assignment at C-Corp formation |
|---|---|---|
| Trade secret | LESRI formula, multiplier stack constants, 1,800 AU/wk anchor, contraindication substitution mapping, source code (SaaS-isolated), aggregate anonymized dataset. | Contribution to C-Corp under founder IP-assignment agreement at formation. DTSA "reasonable measures" continue: NDAs with §1833(b) whistleblower notice, MFA, audit logs, bulk-export alerting. |
| Patent — provisional drafted | Dual-State Protocol (10 claims); possibly Fibonacci-as-state-machine. | Provisional filed personally, assigned to C-Corp at incorporation. 12-month conversion clock ties to filing date. |
| Copyright | Source code; SharedPicture assets; documentation. | Assigned to C-Corp at formation. Batch registration follows. |
| Trademark (5 registered) | Better Athlete, Seen. Strong., Everyday Athlete + two others. | Assigned from Tomas to C-Corp at formation via TM assignment agreement. Everyday Athlete renewal October 19, 2026 — file personally, then assign. |
| Entity | Status | Proposed V2.0 disposition |
|---|---|---|
| Red Hook Performance Lab LLC | FORMED (NY, EIN 41-5345361) | Decision needed. Options: keep as operating sub for studio work; dissolve; or wind down after C-Corp absorbs operations. Depends on whether RHPL has active contracts/leases/liabilities. |
| Better Athlete App LLC | IN PROCESS | Halt filing. C-Corp replaces this entity's intended role. |
| EA Operations LLC | IN PROCESS | Halt filing. Same reasoning. |
All partnership tracks execute against the C-Corp as the counterparty (was: TBD entity or Tomas as individual).
NWSL veteran (NC Courage, 10 seasons, 3 championships), Yale alum, ACL recovery story. Equity ceiling 1.0–2.5% staged vesting tied to external milestones (pilot wins, sponsor intros, capital support). Not an operating cofounder. Instrument shape now: restricted C-Corp common with milestone vesting cliffs (§83(b) election on the athlete's side). Call one already scheduled — no formal equity number on call one.
Co-CEO Esusu Financial ($1.2B unicorn); TIME100 NEXT. Tomas-locked sequence: Foundation advisor seat first, Bay/Gotham warm intros T+30–60d, LAFC-style playbook T+90+, Founding Investor conversation T+180d. Investor entry now on SAFE (was: priced-only).
Smartphone-based AI movement intelligence (Ryan Talbot CEO, Austin TX). Stage 1 = export/API only. Named pilot: "Seen. Strong. × VueMotion Youth Female Movement Intelligence Pilot." 4-stage roadmap → 100K athletes by 2027 Women's World Cup. Data-rights structure: VueMotion aggregated de-identified benchmark rights for youth female sport; BA owns relationship + program layer + applied risk/education workflow.
Tier 1 clinical signoff on the readiness model (2026-06-24) from Allison Gibbons. Frank Ennis, MD — sports medicine physician; advisor side-letter drafted 2026-06-13, not yet signed. Kirk Campbell, MD added to the Clinical Advisory 2026-07-14 (specialty + affiliation TBC). Advisor/consulting agreements needed for both MDs — Savar to draft standard advisor agreements. Frank + Kirk are candidates for peer-reviewable case series by Y2.
Not yet drafted. Structure: $75K one-time fee + 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 — not source, multiplier constants, cross-tenant data, aggregate corpus, or sub-licensing. FDD + state registration exposure to be scoped by Savar.
Jonathan Savar, Partner, The Savar Law Firm PLLC — acting counsel going forward. 43 W. 43rd Street, Suite 55, New York NY 10036. +1 917 881 4009. www.savarlaw.ai · linkedin.com/in/jonathansavar. Scope: entity formation, IP assignment, capital instruments (SAFE + priced round), franchise agreement + FDD, Foundation 501(c)(3), partnership instruments (Meredith equity, VueMotion API + data rights, advisor agreements), NDA + trade-secret hygiene.
Nathan J. Gallus, Associate | IP Attorney, Billion & Armitage — patent counsel. Engaged 2026-07-13. Office (952) 697-2646 · cell (952) 200-7132 · ngallus@billionarmitage.com · linkedin.com/in/nathanjgallus/. Engagement co-signatory partner: Benjamin C. Armitage. Scope: omnibus provisional patent application (Dual-State Protocol + LESRI + Fibonacci-as-state-machine candidates) and downstream patent prosecution. Timeliness: 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) — narrowed to trademarks + DMCA. 650.776.1133 · courtney@thorntoniplaw.com · thorntoniplaw.com. Immediate: Cease-and-desist letter to Everyday Athlete, LLC (infringement of EVERYDAY ATHLETE mark); USPTO change of representation for all 5 marks. Filed the 5 marks and DMCA agent registration (DMCA-1074271); will execute TM assignment into C-Corp post-formation. Deadlines: 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.