The Model

This is the single source of truth for the Just Badge studio vehicle. Every other document in this room is generated from it. If a number changes, it changes here first.

We publish it in full, including the parts that are unresolved. Section 11 lists what is not settled; section 12 lists the decisions still open. A model that only showed the settled parts would not be worth reading.

Revision v6 · August 2, 2026 · Owner: Matthew LaCrosse

v6 sets the model at the size we are actually raising. $2M, thirty companies, $50,000 each — half a build contract, half growth capital — for 30%. The build a company receives costs about $300,000 anywhere else, which is the only reason a $50,000 entry is defensible. No management fee is drawn from the vehicle; the build contract is how the studio is paid.

1. What was wrong with v4, stated first

An investor deserves to see the correction before the pitch. Four findings, all computed from v4's own published numbers.

The build contract lost money, and it was the only revenue line. v4 charged each company a $25,000 build fee — $750,000 across thirty companies — and proposed a fifteen-person team over fifteen months to deliver them. That is 19,500 organization-hours. $750,000 across 19,500 hours is $38.46 per hour to run an entire company-building operation. v4's own benchmarking memo put the input cost at $52,000–98,000 per company against that $25,000 fee. The studio was therefore subsidizing the portfolio by roughly $810,000 to $2.2M, and no document said so. Any investor relying on the build getting delivered was relying on an undisclosed subsidy that could stop at any time.

There was no money to run the vehicle. v4 advertised "management fee: none" as a benefit. It meant there was no budget for underwriting, portfolio management or investor reporting for ten years. The $850,000 expense line was entirely third-party — administration, audit, legal, insurance. No salaries. So the affiliate build fee was the only pre-carry income, and per the finding above it was underwater. The conflict was not a governance problem to be papered over with a related-party policy. It was the only way the managers ate, and it did not work.

The sourcing filter selected against the return model. We hunt credentialed professionals in fragmented, expert-led industries with demand already proven. That profile reliably produces good $5–30M businesses. It very rarely produces the single $300M outcome that v4's 10x needed. v4 applied a power-law venture return model to a portfolio deliberately selected for non-power-law businesses.

Operator majority and a $300M outcome could not both be true. v4's strongest selling point was that the operator always keeps the majority. A company that reaches $300M raises several rounds and leaves its founder at 10–20%. A practitioner who took the deal because they keep control will decline exactly the dilution that outcome requires.

The correction. Keep the thesis and the operator profile — both are right and both are the actual edge. Replace the venture-fund wrapper, which was never the right container for these businesses.

2. The model in one sentence

The vehicle invests $50,000 into each of thirty companies at formation, in exchange for a 30% combined position. The $50,000 splits in two, and each half does a different job:

• $25,000 is a build contract paid to Just Badge to build the entire company. That work costs roughly $300,000 anywhere else — we have delivered it once, end to end, and the benchmarking memo carries twenty published sources for the figure.
• $25,000 is growth capital the operator spends buying the traction that makes the company ready for a Series A.

The one-line version, value first:

Every operator we back gets a company built for them and the money to go get traction with it. They keep 70%.

Nothing is drawn from the vehicle to run it. There is no management fee. The build contract is Just Badge's income — invoiced against delivered milestones — which means every dollar raised reaches a company, and if we build nothing we are paid nothing.

2a. Sizing

2b. Build, then prove — two clocks

These are different lengths and conflating them is how a model starts claiming a whole company gets built in six weeks. It does not.

The expensive part of venture is not the losers. It is the slow losers — kept alive because shutting one down is an admission and a bridge round is easier than a conversation. Four months to a verdict takes that cost out of the model, and it is only possible because we build the company ourselves rather than paying someone else to.

2c. Returns

At a stated 50% dilution by exit, a 30% entry is 15% look-through. Scenario arithmetic on stated assumptions; not projections.

One of thirty is enough. A single $100M company returns $15.0M against a $2.0M vehicle — 7.5x, from one position. The multiple looks implausible for exactly one reason: the entry is $50,000, and that is only defensible because roughly $300,000 of build goes in beside it. Attack the entry price. That is the load-bearing number, not the multiple.

9. Selection

Two gates, both independently fatal, neither waivable for relationship or enthusiasm.

Gate one — the operator. Integrity, ownership temperament, domain expertise, distribution or access, personal runway, candid references, and the first ten customers by name.

Gate two — the idea. Roughly thirty hours of structured invalidation: market reality, wedge, customer, distribution, regulatory exposure, unit economics, buildability.

The operator profile

This is the sourcing filter, and it is the part of v4 that was right.

• Disciplined background — ex-military, or a career built somewhere consequences were real
• Credentialed professional — JD, MD, PhD, PE, CPA. A license, and a body that can revoke it
• Deep domain expertise in a fragmented, expert-led industry, held as judgment rather than theory
• Demand already proven — the customers, the referral network, the reputation
• Missing exactly one thing — a product team, and no realistic path to hiring one

The risk that usually kills a formation-stage company is that nobody wants it. This operator disproved that before we arrived. What they cannot do is build, and that is the half we supply.

Sourcing by credential is the supply advantage. These people are concentrated inside institutions, they are identifiable by license and degree, and they are verifiable with the machine Just Badge already runs. Almost nobody else is looking at them, because almost nobody else can build the company for them.

10. Terms

Ownership. The operator keeps 70%. The house position is 30%, and how that 30% splits between the vehicle and the studio block is genuinely undecided — it is listed in section 12, and it is the term where our interest and an investor's are least aligned.

The principal conflict, stated plainly. Half of every $50,000 we deploy comes straight back to us as a build contract: $750,000 across thirty companies, paid to an entity we own, for work we price ourselves. The argument for it is that a management fee is paid whether or not anything gets built, out of the same $2M that is supposed to fund companies — 2% for ten years is $400,000, or eight companies we would not have funded. The build contract is paid on delivery, for a thing that either exists or does not.

What it costs us to deliver is not proven at scale. It has been done once, not thirty times. The first three companies are instrumented — real hours by role — and the contract is repriced from that evidence rather than defended.

11. What is not settled

• The legal structure and the offering exemption. Neither selected. A closed-end fund, a holding company and a deal-by-deal vehicle each raise different questions, and publishing this room openly narrows the available paths. That trade was made deliberately, in favor of being examinable, and it is counsel's first question.
• A prospective capital sponsor's role. Three candidate shapes, none cleared: principal with earned carry, uncompensated introducer, or a registered placement agent. A proposed fee based on capital raised is routed to counsel, neither accepted nor declined.
• The same pattern in our own agreements. Transaction-based compensation for raising capital appears in five places across our own documents, not one. None is excluded from the analysis.
• Prior-engagement economics and equity. Conflicting figures across our own documents, including on this website. Nothing is represented externally until they reconcile to executed documents.
• Executed corporate records. None held.
• No capital is committed. One oral indication, one conversation. Nothing named, nothing signed.
• No track record. No investment has been made through any vehicle we manage. One company has been built end to end.
• What the build costs us is unproven at scale. It has been done once, not thirty times.

12. Open decisions

13. Failure modes and structural responses

Decision log

| 2026-08-02 | $2.0M vehicle, thirty companies at $50,000 — a $25,000 build contract plus $25,000 of growth capital — for 30% combined. The operator keeps 70% | | 2026-08-02 | No management fee is drawn from the vehicle. The build contract is the studio's income, so every dollar raised reaches a company and nothing is paid for work that is not delivered | | 2026-08-02 | Two clocks, stated separately: 8–10 weeks to build the company, then 45 days of live traction proof. About four months to a verdict — against 18–24 months for a seed investment. An earlier draft collapsed both into "45 days" and claimed a whole company got built in six weeks; it does not | | 2026-08-02 | Evergreen holdco, twelve companies at $300,000, $7.0M vehicle, 3.5x. Superseded — it was sized for capital we are not raising, and a 2% fee would have consumed eight companies' worth of the fund |

Just Badge Studio Vehicle — Due Diligence Questionnaire

Vehicle: Just Badge studio vehicle (legal structure not yet selected) · Manager: Just Badge Inc. (studio) / GP entity not yet formed Prepared: July 31, 2026 · Revised: August 2, 2026 against Model v5 · Source of truth: 00-the-model.md Format: ILPA-style due diligence questionnaire

How to read this document

Every answer carries one of four labels. There are no unlabeled answers.

Why the gaps are in here. Most managers keep a document like this clean and answer the hard questions when asked. We decided the opposite on July 31, 2026: every gap appears inline, in the version an investor reads, with a name and a date against it. There are 42 of them. If that count is uncomfortable, that is the correct reaction to a vehicle that has not been formed yet, and you should be able to see it before you spend an hour on anything else.

One thing to know before section 1. No investment has ever been made through any vehicle we manage. There is no track record. Section 4 says so at length and does not soften it.

0 · What changed on August 2, 2026

Read this before anything else. Until August 2 this document described a thirty-company, $4.55M ten-year venture fund. That model's own arithmetic did not support it. It has been replaced by a $2.0M vehicle deploying $50,000 into each of thirty companies, and the reasons are published rather than quietly edited out.

VThe build contract lost money and was the only revenue line. The old model charged each company a $25,000 build fee — $750,000 across thirty companies — to fund a fifteen-person team over fifteen months. That is 19,500 organization-hours at $38.46 per hour. Our own benchmarking memo already stated the input cost at $52,000–98,000 per company. The studio was subsidizing the portfolio by roughly $810,000–$2.2M and no document disclosed it.

VThere was no operating budget. "Management fee: none" meant no money to underwrite, govern or report for ten years. The entire expense line was third-party. The affiliate build fee was the only pre-carry income, and it was underwater.

VThe sourcing filter contradicted the return model. Credentialed professionals in fragmented industries produce good $5–30M businesses, not the single $300M outcome the old 10x required. And "the operator always keeps the majority" cannot coexist with an outcome that dilutes a founder to 10–20%.

VAlso withdrawn on August 1: an effective "$867,000 post-money against a $1.4M formation valuation, about 38% below the mark," and a cost-per-point comparison against Antler, Techstars and Y Combinator. The $1.4M derived from a $350,000 figure that was follow-on capital, not value received; the accelerator comparison used inconsistent bases. Both are recorded in the Model's decision log.

The model now

VThe company never pays its own investor. The vehicle pays the studio directly on delivered milestones as a disclosed portfolio-services cost, so the operator's growth capital stays the operator's. The round-trip in the old model — fund gives the company capital, company hands part of it back — is structurally removed rather than governed.

VNo management fee is drawn from the vehicle. The $25,000 build contract is the studio's entire income — $750,000 across thirty companies — and it is invoiced against delivered milestones, so nothing is paid for work that is not delivered and every dollar raised reaches a company.

GAP-13What a build costs Just Badge to deliver is not proven at scale. It has been done once, not thirty times. The first three companies are instrumented and the build contract is repriced from that evidence before company four.

1 · Firm and General Partner

1.1 Legal name and structure of the management company and general partner. GAP-01The GP entity, management company and carry vehicle are not formed. Structure is settled at the commercial level — GP, manager and carry vehicle separate from portfolio ownership, with no founder-owned holdco between the vehicle and portfolio companies — but no entity exists. Formation is Ticket 07 and follows the Phase 0 go/no-go.

1.2 Legal name and status of the affiliated operating company. Just Badge Inc., a Delaware C-corporation. GAP-02Formation is confirmed by Matthew LaCrosse. The corporate records are not held in our workspace: no certificate of incorporation, EIN confirmation, bylaws, executed board consent, founder stock purchase agreement or share ledger, 83(b) evidence, IP assignments, cap table of record, certificate of good standing, or bank documentation. These must be retrieved from the filing service, the State of Delaware and IRS correspondence before this fund can represent its own corporate existence to anyone.

1.3 Ownership of the management company. GAP-03Not established. A planned Just Badge Inc. table exists (Matthew 52.5% / Mimi 22.5% / 25% option pool of 10,000,000 authorized shares) but it is a plan, not an issued-share record. The management company does not exist. Kyle Moore is the internal legal and governance owner; his equity and role are undocumented.

1.4 Firm history. ISJust Badge operates a venture studio that selects expert operators, validates the opportunity, and builds the company — product, brand, go-to-market, operating infrastructure, investor readiness. The published standard is a full company build delivered on a ten-week cycle for a fee well below its market value plus an equity position, with approximately $300,000 of the founders' own money already invested in the systems that make that price possible. GAP-14The exact fee and equity on the one completed engagement are stated three ways across our own documents and are not represented externally until they reconcile to executed documents. VBoth figures are published at justbadge.com and justbadge.com/labs.

1.5 Offices and locations. VOceanside, California (North County San Diego). No other offices.

1.6 Assets under management. VZero. No fund, no vehicle, no managed capital of any kind.

1.7 Insurance. GAP-04No management liability, E&O, D&O, cyber or crime coverage is in place. Coverage is required before first close. Ticket 10.

1.8 Key-person provisions. FLMatthew LaCrosse and Mimi Phan will both be named key persons, with suspension of the investment period on a key-person event. Exact triggers, cure periods and LP consent thresholds are drafted by counsel in Ticket 09. GAP-05No key-person provision exists today because no LPA exists.

1.9 Succession planning. GAP-06Not established. This is a two-person firm and a genuine concentration risk. See 2.4.

2 · Team

2.1 Investment professionals. Two. Matthew LaCrosse and Mimi Phan.

2.2 Background — Matthew LaCrosse. VSeventeen years in early-stage technology: venture formation, product, growth and capital markets. Owns founder underwriting, the investment decision, company architecture and distribution. GAP-07Specific prior outcomes described in conversation — a gaming company valuation moving from approximately $40M to $250M, and approximately $100M raised across a dozen projects in the 2017–2019 cycle — are self-reported and not substantiated by documents we hold. They are not relied on anywhere in this document and should not be relied on by a reader.

2.3 Background — Mimi Phan. VTwo decades of engineering leadership across aerospace, logistics, health and financial systems, including work at NASA and Northrop Grumman. Owns how every company is built and whether it holds up. GAP-08Standard pre-close background and reference verification has not yet been run — for either principal. It is a scheduled step, not a doubt.

2.4 Time commitment. VMatthew LaCrosse is also a founder of ELITE, a separate company, and his time is currently split approximately 80% ELITE / 20% Just Badge. This is a material key-person disclosure and it is not resolved. A fund proposing 30 company launches in 15 months cannot run on 20% of one principal's attention. The time-commitment covenant, and what changes at first close, is an open decision. GAP-09

2.5 Other business activities and outside boards. VMatthew LaCrosse: ELITE (founder), iRocket Digital, Just Badge Worldwide. Mimi Phan: GAP-10not cataloged.

2.6 Departures in the last five years. VNone. The team has not previously existed as an investment firm.

2.7 Advisers and other participants. Kyle Moore is described internally as the legal and governance owner. GAP-11He does not appear on any cap table and no engagement, grant or role document exists. A prospective capital sponsor holds an undefined role — see section 10.

3 · Strategy

3.1 Investment thesis. ISInvest at formation in companies founded by expert operators, where the opportunity has survived structured invalidation, and where Just Badge contributes the company-building work required to launch. Two gates — the founder, then the idea — each independently fatal.

3.2 Stage. ISFormation stage. Pre-product in most cases. This is deliberately a high-volume, formation-stage strategy closer to an accelerator's construction than a concentrated seed fund's.

3.3 Sector and geography. GAP-12Not settled. The working direction is AI-native companies in fragmented, expert-led service industries. A definitive mandate — permitted sectors, prohibited sectors, geography, security type — is Ticket 08 and has not been adopted. A reader should treat the sector description as a direction of travel, not a mandate.

3.4 Sourcing. VA documented origination system exists: 81 scored candidates, 32 written diligence memos, 32 seller-facing briefs and 3 sprint plans. These files exist and are dated. This is the strongest verified asset the firm has.

3.5 Competitive position. ISThe differentiator is that the manager owns the build shop. A conventional fund writes a check and relies on the founder to hire; this fund writes a smaller check and contributes the build. That produces a materially different ownership-for-capital ratio and is also the source of the fund's principal conflict — see section 10.

3.6 Capacity of the strategy. ISThirty companies inside a $2.0M vehicle. Each build runs eight to ten weeks with three to four live at once — roughly fifteen a year, thirty across two years. What keeps that operable is the traction test: forty-five days after launch a company either earns more of our time or it does not, so the portfolio never accumulates thirty simultaneous claims on attention. GAP-13That has not been demonstrated at volume. See 6.6.

4 · Track record

4.1 Prior funds. VNone. Just Badge the vehicle is a first fund.

4.2 Fund track record. VThere is none. No investment has been made through any vehicle managed by these principals. There is no realized return, no unrealised mark, no IRR, no TVPI, no DPI, and no benchmark comparison, because there is no portfolio. Any figure elsewhere in our materials describing company outcomes is operating track record and is presented as such below.

4.3 Operating track record. Presented item by item. No aggregation, no blended multiple, and no figure in this section should be read as fund performance.

4.4 Realisations. VNone.

4.5 Write-offs. VNone — there are no investments to write off.

5 · Fund terms

5.1 Target size. IS$2.0M: $1.50M of deployment (30 × $50,000) and $500K of fund costs and reserve. No operating budget is drawn from the vehicle — the studio is funded by the build contracts, so every dollar raised reaches a company. Size scales with company count: forty companies is roughly $2.5M, twenty is roughly $1.2M. GAP-17No capital is committed. The $2M figure originates in a single oral indication from one conversation on July 29, 2026. There is no named investor, no entity, no amount, no jurisdiction, no timing and no written indication of interest.

5.2 Management fee. ISNone. Not a reduced fee — no percentage management fee of any kind in the vehicle.

5.3 How the manager is compensated. ISTwo ways, both disclosed. First, a $25,000 milestone build contract paid by each portfolio company to Just Badge Inc. — $750,000 across the fund, 16.5% of committed capital, down from 40% in the original model. Payment for delivered work, not a fee on assets. The margin on it is disclosed at 10.1 rather than defended away. Second, carried interest, which only exists after limited partners receive all contributed capital plus an 8% preferred return. This is the fund's central related-party arrangement and section 10 covers it in full.

5.4 Carried interest. IS20%, whole-fund (European) waterfall, after return of all contributed capital and an 8% preferred return, with clawback. FLEscrow and clawback mechanics drafted by counsel in Ticket 09.

5.5 GP commitment. IS1% of total commitments, in cash, at close. Contributed build value is disclosed as additional sponsor alignment but is never substituted for, or booked as, the cash commitment.

5.6 Fund expenses. ISDisclosed third-party costs only, raised on top of company capital rather than taken out of it. The line is $850,000, built up from components — administration $250K, audit $150K, tax and K-1s $120K, formation legal $100K, securities counsel $50K, insurance $80K, 30 portfolio closings $75K. GAP-18Every line is a planning estimate; none is a quote. The previous $300,000 cap was found by independent review to be short by 2–4x, which is why this replaces a cap with a build-up. Three real quotes — administration, audit, tax — are required before the LPA budget is fixed. Ticket 10.

5.7 Term. FLLong-duration and illiquid; ten years plus extensions is the expected shape. GAP-19Not fixed — the term, extension mechanics, investment period, recycling, capital-call and default provisions are set in Tickets 08 and 09 and drafted by counsel.

5.8 Minimum commitment. GAP-20Not set.

5.9 Distributions. ISReturn of contributed capital, then 8% preferred return, then carry. FLDetailed waterfall and timing drafted in Ticket 09.

6 · Portfolio construction

6.1 Number of investments. IS30. Losses are expected and the construction needs many independent shots at asymmetric outcomes, but thirty positions with larger checks beat forty thin ones — and a smaller count removes the pressure to fund the marginal company.

6.2 Investment size. ISEvery company enters at the same size: $50,000 — a $25,000 build contract the vehicle pays the studio, plus $25,000 of growth capital the operator directs. GAP-13Whether the vehicle reserves for follow-on, and how much, is an open decision; the $500,000 of fund costs and reserve is not yet allocated between the two.

6.3 Ownership target. ISA combined house position of 30%; the operator retains 70% and always retains the majority. GAP-31How the 30% splits between the vehicle and the studio block is undecided and is listed as an open decision. It is the term where the manager's interest and an investor's are least aligned, and it is stated as open rather than presented as settled.

6.4 Reserves. ISUndecided. The vehicle holds $500,000 of fund costs and reserve; how much of that is available for follow-on has not been settled. Any follow-on would be allocated against evidence by investment-committee decision rather than spread automatically, and follow-on beyond the reserve would use opt-in co-investment vehicles. The vehicle does not promise pro-rata support it cannot finance.

6.5 Concentration and diversification limits. GAP-21Not adopted. Ticket 08.

6.6 Pacing. ISThirty companies, running three to four builds concurrently rather than thirty. Two clocks make that arithmetic work: a company is built in eight to ten weeks, then gets forty-five days of live acquisition to prove someone wants it. Most do not, and they release the capacity a conventional studio would still be spending on them a year later. Company thirty is also materially cheaper than company one, because it inherits the systems, playbooks and dead ends of the twenty-nine before it. GAP-13, continuedAll of that is a capacity hypothesis, demonstrated once. The first three companies are instrumented as a calibration cohort measuring scope, hours by role, non-labor cost, quality, founder transition and margin before the pace increases. No investment is approved without reserved delivery capacity.

6.7 Expected returns. ISScenario analysis only, never a projection — and position and fund returns are always labeled separately, because conflating them is the most common misreading of this model.

A winner that earns all three tranches receives $350,000 of fund capital and, with follow-on defending the position, holds roughly 11% into a later round:

IS14.25x gross, with twenty of thirty companies written off in the base case. The multiple is large for exactly one reason and we would rather say it than have it discovered: the entry price is $50,000, and that is only defensible because roughly $300,000 of build goes in beside it. The entry price is the load-bearing number here, not the multiple, and it is the figure a reader should attack first. A single $100M company returns $15.0M against a $2.0M vehicle — 7.5x from one of thirty.

ISLook-through is 15% against a 30% combined entry — a stated 50% dilution by the time a company exits. These companies raise less than venture-track companies so dilution is lighter, but it is real and it is not wished away.

ISCash distributions are excluded from the table entirely. Several of these businesses will be profitable and will not sell. We have no operating history to model distributions from, so they are upside rather than a counted number, and the structure that would govern them is not yet selected.

Downside at the same volume: at 50% dilution break-even is $52.0M and the carry hurdle (capital plus 8% compounded, 2.16x) is $112M; at 70% dilution those become $86.7M and $187M. Without the breakout the base case collapses to $18.9M — 4.2x — and if the "good" tier also fails it is under 1.2x. Preferences, debt, taxes, timing, write-offs, later dilution and carry all reduce distributions. Most companies in a portfolio of this shape return nothing.

6.8 The 24-month horizon. ISTwenty-four months is an operating and valuation inflection milestone, not liquidity. No materials promise that any company returns 10–100x, and no document represents a two-year liquidity event.

7 · Investment process

7.1 Screening — Gate One, the founder. ISIntegrity, temperament for ownership, domain expertise, distribution or access, personal runway, learning velocity, candid references, and the ability to name the first ten customers by name. Independently fatal.

7.2 Diligence — Gate Two, the idea. ISApproximately thirty hours of structured invalidation: market reality, wedge, customer, distribution, regulatory exposure, unit economics, buildability. The exercise is designed to break the idea. Independently fatal. This process is part of selection and is not sold as a product.

7.3 Investment committee. GAP-22No investment-committee charter exists. Membership, quorum, voting, recusal, minutes, emergency authority and deadlock rules are Ticket 08. Today the decision-makers are Matthew and Mimi, with no written charter and no independent member.

7.4 Investment memoranda. FLA standard written memorandum per company before capital moves. Template built in Ticket 08.

7.5 Monitoring. ISBadge retains governance involvement, reusable platform support and scheduled fractional-C-suite involvement after launch. Day-to-day maintenance transfers to the operator's team or a separately contracted support lane at handoff.

7.6 Exits. GAP-23No exit policy adopted. Ticket 08.

8 · Operations and infrastructure

8.1 Fund administrator. [GAP-24a] None appointed. Required before first close. Ticket 10. 8.2 Auditor. [GAP-24b] None appointed. Ticket 10. 8.3 Bank and custody. [GAP-24c] No fund banking or custody arrangements. Ticket 10. 8.4 Tax adviser. [GAP-24d] None appointed. Ticket 10. 8.5 Legal counsel. Kyle Moore is the internal legal and governance owner. [GAP-24e] Specialist private-fund and securities counsel is not engaged. Ticket 03. 8.6 Technology and records. ISDocuments are held in a private repository with version control. FLA controlled data room with role-based access, watermarking and activity logging is designed in ticket D4 and implemented in Ticket 11. 8.7 Business continuity. [GAP-24f] No plan. Compounded by the two-person key-person concentration in 2.4.

Items 8.1–8.7 are counted as a single gap, GAP-24, in the register.

9 · Compliance and regulatory

9.1 Adviser status. GAP-25Not determined. Whether the manager is an exempt reporting adviser, a state-registered adviser, or otherwise, is a legal question that has not been answered. Ticket 03.

9.2 Offering exemption. GAP-26Not selected. Rule 506(b) and Rule 506(c) impose materially different solicitation and verification requirements and the choice constrains everything about how this fund may be marketed. No solicitation of any kind takes place before counsel selects the path.

9.3 Investment Company Act treatment. FLExpected to rely on an exclusion available to private funds; counsel selects it. One fact relevant to sizing: under 17 CFR 270.3c-7 the qualifying venture capital fund threshold is $12,000,000 of aggregate capital contributions plus uncalled committed capital. At $2.5–3.0M, the vehicle can sit under §3(c)(1)(C) with up to 250 beneficial owners rather than 100. Counsel confirms applicability.

9.4 Compliance program, code of ethics, personal trading. GAP-27None exist.

9.5 AML / KYC / sanctions. FLFull identity, source-of-funds, sanctions and tax screening on every subscriber before acceptance. GAP-28No program is built. Note that the FinCEN investment-adviser AML rule has been postponed to January 1, 2028, which changes the compliance deadline but not the commercial necessity.

9.6 Regulatory actions, litigation, bad-actor disclosures. GAP-29No covered person has completed a bad-actor questionnaire. Required for any Rule 506 offering and covers the manager, its principals and any person compensated for soliciting investors. Ticket 09.

10 · Conflicts of interest

This section is longer than the others because this fund's principal conflict is structural rather than incidental.

10.1 The central conflict, stated plainly. ISThe vehicle pays Just Badge Inc. — an entity owned by the vehicle's principals — a $25,000 build contract per company to build it. Across thirty companies that is $750,000, and it is the studio's entire income. The company itself pays nothing: the operator's growth capital stays the operator's. In the prior model the fund gave a company capital and the company paid part of it back to the manager's affiliate; that round-trip is structurally removed rather than governed. GAP-33What the build costs the studio to deliver is not yet measured, so the margin on that $750,000 is unknown and is not represented.

10.2 Why it is structured this way rather than avoided. ISThe build is the strategy. The alternative to the build contract is a management fee — capital drawn from the vehicle whether or not anything is built. At 2% over ten years that is $400,000 of a $2.0M vehicle, or eight companies that would never be funded. The build contract is paid only against delivered milestones. The arrangement is defensible only if it is priced at arm's length, approved independently, documented per transaction, and disclosed continuously. Those controls are ticket D2.

10.3 Controls. FLRelated-party transaction policy, build-fee benchmarking against published market rates, a contemporaneous contributed-value ledger per company, and a written allocation policy. Drafted in D2; adopted as binding policy in Ticket 08.

10.4 Is the build contract tied to the investment? ISIt must not be. A portfolio company that declines the Badge build must still be able to accept the fund's investment. If the written policy does not permit that, the policy is describing a tied sale and is wrong. This is an explicit test in D2.

10.5 Allocation of opportunities. GAP-30No allocation policy is adopted. Lanes that must be governed: the vehicle, Just Badge Inc., Shared Holdco, participating builders, co-investment vehicles, the prospective sponsor's existing vehicles, and any future fund. Until this is written, there is no rule preventing the best opportunity from going somewhere other than the fund.

10.6 Pre-existing positions. GAP-31Whether any position held today may ever transfer into the vehicle, and on what terms, is not decided. Related to GAP-15.

10.7 The prospective sponsor. Vthe prospective capital sponsor is a prospective capital-formation partner. His academic roles are independently confirmed by the institutions: Hospitality Business Professor for multi-unit restaurant management at UNLV's Lee Business School Office of Executive Education, inaugural appointment in Spring 2022 funded by a $5M gift from the Panda Express co-founders; and Faculty Director of the Center for Entrepreneurship and Innovation at Cal Poly Pomona. GAP-32His role in this fund is undefined. Three lawful shapes are on the table — an investment principal with defined duties and earned carry, an uncompensated introducer, or a relationship conducted through a registered placement agent — and none is agreed. GAP-33His proposed compensation of 5% of capital raised is not agreed and not payable. Transaction-based compensation for raising capital is a broker-dealer question; 17 CFR 240.3a4-1(a)(2) makes the issuer-personnel safe harbor unavailable to a person compensated by remuneration based on transactions in securities. Routed to counsel, unanswered. GAP-34His stated investment track record is entirely self-reported. Every dollar figure traces back to him, including where it appears on a university page that republishes his own biography. None of it is relied on in this document and none should be relied on by a reader. GAP-35Conflicts arising from his other activities — a fund he is described as raising, an advisory role with another fund sourcing deal flow and LP relationships, and an unnamed listed-company directorship — are not resolved. Deal allocation, LP-relationship ownership and exclusivity must be in writing before any joint fundraising.

10.8 Our own equivalent problem. VOur standard portfolio term sheet contains §3.2 "Growth Track," under which 1% vests when the company closes a $250,000+ financing round "where Badge contributes materially to deck preparation, investor introductions, or due diligence support." That is success-linked compensation for introducing investors — structurally the same pattern flagged in 10.7. It goes to counsel as one question with the 5%, not as two. Disclosed here rather than discovered later.

11 · Valuation

11.1 Valuation policy. GAP-36None adopted. Ticket 08. 11.2 Methodology, frequency, independence. FLTo be set by policy and confirmed by the auditor. 11.3 Contributed build value. ISThe roughly $300,000 per-company contributed build is supported by a deliverable-based comparable set built from published 2026 agency rates across nine priced workstreams — $119,000 conservative, $224,000 mid-market, $418,000 upper. It is the market value of what the company receives, not what Just Badge spends; input cost at the budgeted build hours is roughly $52,000–98,000, and that difference is the studio's operating leverage. The figure is never used without its scope inventory. The $8–15M portfolio aggregate is a modeled extrapolation, not a measurement, and is labeled as such. All of it is an operating and underwriting fact. It is never an LP capital contribution, a fund asset, a GAAP value, a NAV mark, or any part of the GP commitment. Any document that implies otherwise is wrong.

12 · Reporting

12.1 Cadence. FLQuarterly reporting and annual audited financials. 12.2 Templates. FLILPA Reporting Template and ILPA Fee Reporting Template from the first reporting period, so fees, expenses and carry are disclosed on the standard the LP community defined rather than one we invented. 12.3 Capital accounts. FLQuarterly, produced by the administrator. 12.4 Affiliate payments. ISEvery build-contract payment appears in fund reporting and the conflicts register, per company and in aggregate. 12.5 LPAC. GAP-37Composition, powers and consent thresholds not set. Ticket 08. 12.6 Current reporting capability. GAP-38None. No administrator, no accounting system, no reporting process exists today.

13 · Legal and litigation

13.1 Litigation involving the firm or principals. GAP-39Not formally cataloged. No known matters; a written representation is required from each principal before first close. 13.2 Regulatory proceedings. GAP-39, continuedSame. 13.3 Fund documentation. GAP-40No LPA, PPM, subscription agreement or investor questionnaire exists. Ticket 09.

14 · ESG and responsible investment

14.1 Policy. GAP-41None adopted. 14.2 Integration into diligence. ISThe founder gate assesses integrity and references, which overlaps with governance diligence but is not an ESG policy and should not be presented as one. 14.3 Reporting. FLTo follow the policy once adopted.

15 · References

15.1 Founder references. FLAvailable on request; the operator of the legal-tech company built in 2026 is the primary reference. 15.2 Co-investor references. VNone — there have been no co-investments. 15.3 Service-provider references. GAP-42None; no service providers are appointed.

Gap register

Every gap above, with an owner and what closes it. This is a live work list, not a disclaimer.

Count: 42 numbered gaps. The three that gate everything else are GAP-26 (no offering exemption, so no solicitation), GAP-02 and GAP-14/15 (we cannot document our own company or our one portfolio position), and GAP-17 (no capital is committed).

Source map

Every claim in this document derives from one of these. No other source was used.

Not used anywhere in this document: any SettleSmart dollar figure or equity percentage; any dollar figure from the prospective sponsor's stated track record; the portfolio claims listed at 4.3; any founder biography beyond role and years.

Data Room Index

Prepared: July 31, 2026 · Revised: August 2, 2026 against Model v5 · Reconciles against: 01-ddq.md gap register (42 gaps)

How to read this

Every document a limited partner would expect to find in a fund's data room is listed below — whether or not we hold it.

The missing lines are the point. Any manager can publish a list of what they have. Publishing what you don't have, before anyone asks, is the same discipline as the gap register in the questionnaire, and this index reconciles against it line for line.

Current position: 15 Held · 17 Draft · 71 Not yet created · 6 N/A, across 102 rows. For a fund that has not been formed, that ratio is the expected one. It is also the work list.

§1 · Fund overview

§2 · Legal and offering

§3 · Entity and corporate records — Just Badge Inc.

Nothing in this section is held. Formation is confirmed verbally by Matthew; the records are not in our workspace. This is GAP-02 and it is the second-most blocking item in the fund.

§4 · Team

§5 · Track record

§6 · Investment process

§7 · Portfolio

§8 · Operations and service providers

§9 · Compliance and conflicts

§10 · Financials and tax

§11 · References

What is published and what is not

The room is open. There are no access tiers and no gate — the model, the questionnaire, the governance set and the evidence behind the pricing are all published in full, to anyone, at justbadge.com/fund.

Two categories stay internal, and the reason is not commercial.

Both exist, both are current, and both are available to counsel, to an auditor, or to a prospective investor in diligence who asks. They are held rather than hidden.

Everything else is public, including the parts that are unflattering: the gap register, the open decisions, the affiliate margin and the list of what is not true yet.

Controls

• Role-based access by tier, granted per person, revocable
• Watermarking with recipient identity on every document
• Version control — a released document is pinned; superseding it notifies prior recipients
• Release approval: no document moves from a lower tier to a higher one without Matthew's explicit approval, recorded
• Activity logging: who opened what, when, for how long
• No bulk download at tiers 1 and 2

Reconciliation with the questionnaire

The gap register in 01-ddq.md and the Not yet created lines here describe the same reality. They must agree in both directions.

The three that gate everything: GAP-26 (no offering exemption — no solicitation of any kind), GAP-02 (we cannot document our own company), GAP-14/15 (we cannot document our one portfolio position).

Related-Party Transaction Policy

Prepared: July 31, 2026

Why this policy exists

The vehicle pays an affiliate of its own manager to build every company it invests in. It deploys $50,000 per company — a $25,000 build contract paid to Just Badge Inc., and $25,000 of growth capital the operator directs. Across thirty companies the build contracts total $750,000, and they are the studio's entire income: no management fee is drawn from the vehicle.

The company itself pays nothing to the manager. This is the structural change made on August 2, 2026. An earlier model gave a company capital and had the company pay part of it back to Just Badge — a round-trip through the operator's own balance sheet. The vehicle now pays the studio directly on delivered milestones, as a disclosed portfolio-services cost, and the operator's growth capital stays the operator's. That removes the objection at the root; everything below governs what remains.

Why this conflict exists at all. The alternative is a management fee, which is paid out of the same capital whether or not anything is built. The build contract is paid only for work delivered. That is the trade, and it is the reader's to judge rather than ours to declare settled.

That is not a flaw to be hidden. It is the strategy — the edge is that the manager owns the build shop. But an arrangement of that shape is defensible only if it is priced at arm's length, approved by someone who does not benefit from it, documented per transaction, and disclosed continuously. This policy is what makes those four things happen by default rather than by memory.

1 · What counts as a related-party transaction

This list is not exhaustive by intent. Anything with the same shape — the fund's money or the fund's opportunity moving toward a principal — is treated as related-party whether or not it appears above.

2 · Approval path

[GAP] The investment committee and the LPAC do not exist. Both are established in Ticket 08 and the LPA. Until they do, no related-party transaction may be executed — which is straightforward today, because the fund has made no investments.

Recusal means recusal. A recused person does not vote, does not sit in the deliberation, and does not draft the memo the deciders read.

3 · The tied-sale prohibition

A portfolio company that declines the Badge build must still be able to accept the fund's investment.

This is the single most important line in this policy. If accepting the fund's money requires buying the manager's services, then the "investment" is a services sale with an equity kicker, the fund's independence is fictional, and every other control here is decoration.

In practice:

• The investment decision and the build decision are separate decisions, taken in that order, and recorded separately.
• An operator may decline the build, take the capital alone, and keep the investment. Ownership is renegotiated in that case — the 30% position prices capital plus build, so a capital-only deal prices materially lower. [GAP] The capital-only ownership band is not yet set; Ticket 08.
• No document, term sheet or side agreement may condition the investment on the build.
• The operator is told this in writing, before signing, in plain language.

4 · Documentation required per transaction

No related-party transaction is executed without all of these on file first:

1. Written scope
2. Price, and the benchmark reference supporting it
3. Named approver and the date of approval
4. Recusal record
5. Milestone schedule, where payment is milestone-based
6. Invoice and payment trail
7. The disclosure destination and the date it was disclosed

A transaction missing any of these is not "informally approved." It is unapproved, and it is reversed.

5 · Disclosure

Disclosure is not consent. Telling investors about a transaction after approving it does not substitute for the approval path in section 2.

6 · Offsets

[GAP] Whether the studio's delivery margin offsets anything else is undecided, and it is a genuine commercial question rather than a technicality. The vehicle charges a 2% management fee, so the conventional mechanism — affiliate revenue reducing the management fee — is available. The alternatives are that the margin offsets carry, that it offsets nothing and stands as disclosed studio revenue, or that a portion is credited to investors. It must be settled in the investor's favor or explicitly declined. Ticket 08, with counsel.

7 · When the policy and a live deal disagree

The deal stops. Not the policy.

The escalation path is: the investment team documents the conflict in writing → Kyle reviews → the investment committee decides whether to decline the deal, restructure it, or seek an exception → any exception requires LPAC consent and is recorded in the conflicts register with its rationale.

A policy that bends the first time it is inconvenient was never a policy. Every exception granted is reported at the annual meeting.

8 · Review

Reviewed annually and on any change to the vehicle's affiliate arrangements. The benchmarking memo behind RP-1 pricing is refreshed at least annually and before first close.

Related documents

• 02-build-fee-benchmarking-memo.md — the pricing evidence behind RP-1
• 03-contributed-value-ledger.md — the per-company evidence trail
• 04-allocation-policy.md — which opportunity goes to which lane
• ../01-ddq.md §10 — how this is disclosed to investors

Build Cost Benchmarking Memo

Purpose: establish, from published sources, what the end-to-end company build actually costs on the open market — so that the $25,000 build contract the vehicle pays Just Badge Inc. can be judged against it. This is the evidence behind the entry price: a company receives roughly $300,000 of build for $25,000, and that gap is the reason a $50,000 entry for 30% is defensible.

Method (settled 2026-07-31): published sources only. No agency, vendor or valuation firm was contacted. Nothing about the vehicle was disclosed to anyone.

Prepared: July 31, 2026 · Revised: August 2, 2026 against Model v5 · Refresh: before first close

What changed on August 2, and why this memo does a smaller job now

Earlier versions of this memo asked whether the build fee was below market, and whether a $200,000–300,000 contributed-value claim was supportable. Both are answered below, and the second is now the one that matters.

An earlier model led with "the company receives $274,000," which valued our own build at our own claimed market rate and made a self-assessed figure the center of the investment case. That framing is withdrawn. The build's market value is evidence, not the headline. What the company receives is a company built for it plus $25,000 of growth capital; what that build would cost elsewhere is context for judging the entry price and the related-party contract.

The old $25,000 fee is also gone, and the reason matters more than the number. At the budgeted hours it recovered $77–96 per hour, which this memo called "comfortably below market." It was below cost. Section 3 now says so plainly.

Headline findings

1 · The end-to-end scope, priced against published 2026 bands, lands at roughly $300,000 — $314,000 pricing the product line for an AI-native build and every other line at mid-market. A standard-MVP reading of the same table gives $224,000; the full range runs $119,000 to $417,500. Section 4 shows all of it.

2 · The $25,000 build contract is far below that market value, which is the correct direction for a related-party payment: the vehicle pays its affiliate a small fraction of what an unrelated vendor would charge for the same scope.

3 · Whether the $25,000 contract covers what delivery costs Just Badge is not yet proven. It has been delivered once, not thirty times. The claim the studio makes is that its own systems and AI leverage put the input cost inside the contract; the claim is not evidenced at volume and is not presented as though it were. See point 5.

4 · The most sensitive line is senior involvement. Fractional CTO and CMO time accounts for about $70,000 of the total. If actual senior involvement is materially lighter than a standard fractional engagement, the figure falls to roughly $244,000. That is the line to measure in the contributed value ledger before the number is used externally again.

5 · Cost to deliver is measured, not asserted. The first three companies are instrumented — actual hours by role — and the build contract is repriced from that evidence before company four. If delivery costs more than $25,000, the studio cannot fund itself at this contract and the model needs fewer companies or a larger contract.

1 · Scope definition

What a Badge build delivers, stated as an outside firm would have to quote it:

Why the comparable set matters. This scope is materially broader than "MVP development." Version 1 of this memo tested it against MVP-only pricing and reached an unfavorable provisional conclusion. That was the wrong comparable — no single vendor sells this bundle, so the correct method is to price each workstream against its own published market and sum.

2 · Published rate comparables

All figures published, dated, and captured July 31, 2026. Sources at the end.

US agency hourly rates, 2026: offshore $50–99 · mid-market specialist $100–149 · senior boutique/enterprise $150–200 · highly specialized $200–300 · agency principal $300–500+. The most common digital-agency band in 2025 was $175–199/hour (36% of agencies), with a further 32% at $200–249.

Published project pricing by workstream:

3 · Test one — does the build contract cover the cost of delivering?

Unproven, and stated as unproven.

Hours-based. The honest answer is that we have one data point. One company was delivered end to end, by two principals using systems the studio already owned, and the studio was not tracking hours by role against a contract price at the time. That is precisely why the first three companies are instrumented before the pace increases.

Hours-based, prior model — the error. 260–325 budgeted hours at $25,000 implied $77–96 per hour, which version 2 of this memo described as "below market." It was below cost. Scaled to the delivery team the prior model actually proposed, the fee paid $38.46 per organization-hour. No studio runs on that, and the gap was being absorbed silently by Just Badge Inc.

Project-based. $25,000 sits far below the published band for the full scope delivered — roughly 8% of the ~$300,000 comparable in section 4, and about 11% even on the conservative standard-MVP reading.

Against the deliverable value in section 4. $25,000 against a ~$300,000 deliverable value is roughly 8% of market — the vehicle pays its own affiliate about a twelfth of what an unrelated vendor would charge for the same scope.

Conclusion. For the related-party question — is this affiliate paid more than an unrelated party would charge? — the answer is no, by an order of magnitude. For the harder question — can the affiliate actually deliver at this price without quietly subsidizing the portfolio? — the answer is not yet evidenced, and it is the single most important thing the calibration cohort measures.

The reverse concern, stated plainly. A price this far below market raises a different question: whether the real consideration is the equity rather than the cash, and whether the cash is nominal cover. It largely is, and that is disclosed rather than argued away — the studio's return on a portfolio company is its share of the house position, and the build contract funds the studio's operations rather than capturing the value of the work. An investor should read the $25,000 as what keeps the lights on, and the equity as what the studio is actually working for.

4 · Test two — what would this scope cost from unrelated vendors?

Roughly $300,000 for the scope we actually deliver. This is the benchmark the $25,000 build contract is measured against — not a claim about capital the company "receives."

The derivation matters, because the same table produces three different answers depending on which product band you price against. A standard MVP build across all nine lines totals $224,000. But Badge does not deliver a standard MVP — it delivers an AI-native product, which the published data prices in a $60,000–150,000 band rather than the $30,000–60,000 one. Pricing the product line in that band and holding every other line at mid-market gives $314,000, and that is the basis for the ~$300,000 figure used throughout this room.

Each workstream priced against its own published band, for a ten-week end-to-end build with roughly 2.5 months of scheduled senior involvement. The scope is the whole company — product, brand, site, go-to-market, operating infrastructure, financial model and investor readiness — which is why no single vendor comparable exists for it.

A note on the count. This memo prices nine lines because it costs the senior-involvement time as two separate fractional roles. Outward-facing tables show those two as a single senior-involvement line, which makes the scope eight workstreams. Both add to the same total — if you have seen "eight" elsewhere and "nine" here, that is why, and it is the only place the two counts differ.

Three readings of the same table:

The stated figure is ~$300,000, which is the third reading. It is not the top of the range, and it is not the sum of upper bands — it is mid-market on eight lines with the product line priced for what is actually built. A reader who thinks Badge ships standard MVPs should use $224,000 instead; the $25,000 contract clears either one by an order of magnitude.

Four honest limits on this number

One — sum-of-parts overstates an integrated purchase. A company buying all nine workstreams from one vendor would get a package price, not nine separate margins. The counter-argument is that no single vendor sells this bundle, so nine vendors is the realistic alternative. Both things are true; the number should be read as "what this would cost to assemble," not "what one firm would quote."

Two — the senior-involvement line is the most arguable. Fractional CTO and CMO account for $70,000 of the total, and Badge's involvement is described internally as scheduled fractional time, not a standard full retainer. Excluding those two lines entirely, the AI-native reading falls to roughly $244,000. This is the single line most worth measuring in the ledger, and it is the one that would move the $300,000 figure most.

Three — published bands are not quotes. These are market surveys and agency pricing guides. They establish ranges, not a price for our specific scope. The $25,000 conclusion is robust because it clears every reading by an order of magnitude. The $300,000 figure is a reasoned build-up from published bands and is inherently softer — it should always travel with the table above rather than as a bare number.

Four — this is value delivered, not cost incurred. The input cost at market labor rates is a fraction of the deliverable value, and that gap is the AI-leverage thesis working exactly as intended. It becomes a problem only if a document ever implies the ~$300,000 is what Badge spends, or that it is capital, or that it is a fund asset. It is none of those things.

5 · Conclusion and recommendation

1. Keep the $25,000 fee. Supported, and it is the number that governs the conflict.
2. State the contributed value as ~$300,000, derived as mid-market across eight lines with the product priced in the AI-native band. Two conditions: the scope inventory and the three-readings table travel with the number whenever it is used externally, and the number is always described as the market value of what the company receives.
3. Watch the senior-involvement line. If scheduled fractional time turns out lighter than modeled, the honest figure moves toward $244,000. Measure it in the contributed value ledger; don't assume it.
4. Never describe it as cost. The gap between market value and input cost is the studio's edge, not something to obscure. Any document implying the ~$300,000 is spend, capital, or NAV is wrong.
5. Upgrade before first close. Supplement or replace this memo with competitive quotes or an independent valuation opinion if counsel requires it for the related-party file.
6. The ledger settles it permanently. After the calibration cohort of three to five companies, the contributed-value ledger produces a measured figure and this memo becomes a cross-check rather than the primary evidence.

The open question raised in version 1 is closed. The figure stands. The hours-based test was the wrong test, and this memo now says so on its face rather than leaving a contradiction on the record.

Sources

All captured July 31, 2026.

Agency rates and pricing models

• Agency Pricing in 2026 — Real Rates, Formulas, and Models Backed by Data (Swydo)
• Agency Pricing Statistics 2026: Hourly Rates & Pricing Models (Agiled)
• Design Agency Pricing Guide (Clutch)
• Agency Rate Card: 2026 Guide to Pricing Strategies (Bonsai)

Product / MVP build

• MVP Development Cost in 2026: Full Breakdown & Strategies (Ideas2IT)
• MVP Cost in 2026: Complete Pricing & AI Guide (TeaCode)
• MVP Development Cost in 2026: From $5K to $500K (Chrono)

Brand identity

• What's included in a branding package and what does it cost in 2026? (Superside)
• How Much Does Branding Cost in 2026? Real Pricing From $5K to $150K+ (8GNC)
• Branding Package Pricing (NEWMEDIA)

Website

• Website Development Cost 2026: Complete Pricing Data (Digital Applied)
• Web Development Agency Costs in 2026 (Dribbble)
• Web Development Agency Pricing: Real Costs & Ranges 2026 (Devverx)

Go-to-market

• GTM Agency Retainer: 2026 Pricing & What's Included (Beanstalk)
• Go-to-Market Strategy Cost in 2026: Pricing Guide (Knex)
• How Much Does a Marketing Consultant Cost? (GTM 8020)

Operating infrastructure / RevOps

• RevOps Agency Pricing: What to Expect in 2026 (MergeYourData)

Financial model

• Fractional CFO cost: the complete 2026 pricing guide (Fiscallion)
• How Much Does a Fractional CFO Cost? (Pilot)

Investor readiness

• How Much Does a Pitch Deck Cost in 2026? (Whitepage)
• Pitch Deck Design Cost in 2026 (Next Figures)

Fractional C-suite

• Fractional CTO Cost 2026: Real Pricing $8K–$25K/mo (Kompella)
• Fractional CTO Pricing 2026: Hourly, Monthly & Project (Kompella)
• Fractional CMO Cost: 2026 Rates by Engagement Type (GoFractional)
• Fractional CMO Cost in 2026 (Revenue Nomad)

Contributed Value Ledger — template and rule

Prepared: July 31, 2026

What this is for

The contributed-build figure is load-bearing in every external document — the one-pager leads with it. A number that appears in the first sentence of the pitch needs an evidence trail per company, or it is marketing.

This ledger is that trail. It also happens to be the instrument that settles an open question: what a build actually costs Just Badge to deliver is not yet proven at scale — it has been done once, not thirty times. After the first three companies are ledgered properly, the real figure is a measurement rather than an estimate, the $25,000 build contract is repriced against it, and the argument ends.

The prohibition — stated on the face of the template, not in a footnote

Contributed value is not capital. It is never a limited-partner capital contribution, never a fund asset, never a GAAP value, never a NAV mark, never a component of the GP commitment, and never counted toward any fund return calculation.

It is an operating and underwriting fact: a record of work delivered, valued at market rates, for internal measurement and for disclosure. Nothing more.

Any document that implies otherwise is wrong and gets corrected.

The contemporaneous rule

The ledger is written as the work happens. Hours are recorded weekly, at the latest. Scope lines are added when the work is scoped, not when it is finished.

A ledger reconstructed at reporting time is worth very little — it is a memory of hours, filtered by whatever number the reconstructor was hoping to reach. If a company's ledger has to be reconstructed, it is marked as reconstructed on its face and it may not be used to support any external figure.

Per-company template

CONTRIBUTED VALUE LEDGER
Company: ____________________    Fund investment date: ____________
Ledger opened: ______________    Status: [ ] Contemporaneous  [ ] Reconstructed

A · Scope delivered

Undelivered lines stay in the table marked undelivered. Deleting them inflates the result.

B · Hours by role

Rate discipline. Every rate cites a published source and a capture date — the same sources the benchmarking memo uses. A rate with no source is not a rate.

No blended rates. A single blended figure hides which work was principal-level and which was not, and that distinction is the whole argument.

C · Non-labor cost

D · Result

E · Sign-off

The operator signs too. A record of what we gave a company that the company has never seen is a claim, not evidence. Operator acknowledgment is what makes it a record.

How the aggregate may and may not be used

May: state the per-company range as a documented ledger average across companies actually ledgered, with the sample size named. "Across the first five companies, contributed value averaged $X, ledgered contemporaneously."

May not:

• Multiply an estimated per-company figure by the portfolio count and present the product as a portfolio total. That is an assumption raised to a power.
• Present any aggregate as fund value, NAV, capital, or a component of returns.
• Use any figure from a reconstructed ledger externally.
• Use the modeled $8–15M portfolio aggregate as though it were measured. It is derived from a per-company estimate that the benchmarking memo has not been able to support.

When delivery falls short of the model

If a company's ledgered contributed value comes in materially below the modeled range, three things happen:

1. It is recorded as-is. The ledger is not adjusted to meet the model.
2. The variance is reported to the investment committee, and to LPs in the affiliate-economics disclosure if the pattern persists.
3. After the calibration cohort of three to five companies, the modeled range is revised to the measured range — in 00-the-model.md first, then everywhere downstream.

The model follows the ledger. Not the reverse.

Related documents

• 02-build-fee-benchmarking-memo.md — where the rates come from, and the open question about the modeled range
• 01-related-party-transaction-policy.md — the approval path this evidences
• ../00-the-model.md §3 — the modeled range this measures against

Allocation Policy

Prepared: July 31, 2026

Why this exists

Without a written allocation rule, every good deal the manager keeps outside the fund looks like self-dealing, and there is no way to prove otherwise after the fact. The rule has to exist before the opportunity does.

This matters more here than at a normal fund. Just Badge originates companies for its own account, has an existing portfolio position, and is discussing a joint vehicle with a prospective sponsor who runs his own vehicles. There are seven places an opportunity could go.

1 · The lanes

2 · The default rule

During the vehicle's investment period, every opportunity that fits the fund's mandate goes to the vehicle first.

Not "is considered for." Goes to. The fund has right of first refusal on everything inside its mandate, and the burden of justification sits on any decision to place an opportunity elsewhere — never on the decision to place it in the fund.

An opportunity leaves the fund's lane only if one of these is true, and the reason is recorded before the deal proceeds:

Nothing else is a reason. "It suits the studio better," "it was sourced personally," and "the operator prefers it" are not reasons.

3 · The studio block is not an exception

Every fund-backed company produces a combined 15–30% house position, split 70% to the vehicle and 30% to a studio block (itself 35% Shared Holdco / 65% participating builders).

That 30% is not an allocation decision made deal by deal. It is a fixed, disclosed feature of every fund-backed deal, set in the fund documents, identical across the portfolio. There is no per-deal discretion to increase it, and any exception requires LPAC consent.

The reason for the rule: discretion is where self-dealing lives. A fixed split cannot be gamed on the deals that turn out well.

4 · Tiebreaks

When an opportunity plausibly fits more than one lane:

1. the vehicle wins unless a section-2 exception applies.
2. Follow-on beyond the reserve → co-investment SPV, offered to all LPs pro rata before any principal or third party participates.
3. Sourced by the prospective capital sponsor → still the vehicle first if it fits the mandate. His sourcing does not create a claim on the opportunity. Any different arrangement requires a written agreement, LPAC consent, and counsel review before it applies to a single deal.
4. Fits the vehicle and a future fund → the vehicle, for as long as its investment period is open.
5. Genuinely ambiguous → the investment committee decides with interested parties recused, and the reasoning is recorded.

5 · Pre-existing positions

Positions held before the fund exists — including the legal-tech company built in 2026, whether held by Just Badge Inc., by Matthew and Mimi personally, or by Shared Holdco.

Default: they stay outside the vehicle. The fund does not acquire assets from its own principals.

A transfer in is possible only with all of: independent valuation, full written disclosure of the principals' interest, LPAC consent, counsel confirmation, and all principals recused. Absent every one of those, it does not happen.

[GAP] The ownership of that position is itself unresolved — 15% versus up to 15% versus held personally, with no executed equity document located. It cannot be considered for anything until it is documented. DDQ GAP-15.

6 · Documentation

Every allocation decision that places an opportunity anywhere other than the vehicle is recorded before the deal proceeds:

• The opportunity, and how it was sourced
• Which lane it went to
• Which section-2 exception applied, and the evidence for it
• Who decided, who was recused
• Date

Held in the conflicts register. Reported to the LPAC quarterly and at the annual meeting — including the count of opportunities that did not go to the fund, which is the number an investor actually wants.

7 · Determinacy test

The policy has to produce one answer, not a discussion. Worked cases:

8 · Review

Reviewed annually and on any change to the fund's lanes — including if the prospective sponsor's role is settled, if a second fund is raised, or if the mandate changes.

Related documents

• 01-related-party-transaction-policy.md — approval and disclosure for affiliate transactions
• ../01-ddq.md §10.5 (GAP-30), §10.6 (GAP-31) — how this is disclosed
• ../00-the-model.md §5 — the fixed 70/30 and 35/65 ownership rules