Recommendation
Approve with conditions
Commitment US$750,000 · US$12.0m post-money company valuation cap
Go to decision askInvestment Committee
Cover Memorandum
Project Aster · Proposed US$750,000 SAFT+T investment in digital-asset settlement infrastructure, including companion rights to 43,750,000 future AQY tokens.
Confidential report simulation. Project Aster is fully fictional; every entity, person, source and figure is synthetic. The analytical form, evidence treatment and decision language match the intended client deliverable. Informational only — not an offer or solicitation. The commissioning investor retains the final decision.
Decision ask
Approve a US$750,000 SAFT+T commitment at a US$12,000,000 post-money cap, subject to CP1–CP4 and quarterly underwriting refresh.
The reconciled operating record and synthetic DR10 underwriting bridge support a conditional pass: Year-5 revenue is driver-built from 400 active accounts at US$30,000 annual revenue/account, producing a US$120,000,000 equity-value scenario at a 10.0× direct equity/revenue scenario multiple. Give the future token no value.
Transaction and mandate fit
| Item | Exact term | IC treatment |
|---|---|---|
| Investor commitment | US$750,000 | Within the fictional mandate’s US$1,000,000 initial-check maximum. |
| Round | US$2,400,000 | Lead allocation equals 31.25% of the round. |
| Instrument | SAFT+T package | Future-equity conversion right plus companion token warrant; final counsel review required. |
| Company valuation | US$12,000,000 post-money cap | 6.25% initial company ownership before future dilution. |
| Token right | 43,750,000 of 1,000,000,000 genesis tokens | 4.375%; 12-month lock then monthly vesting over 24 months. |
| Reserve posture | US$750,000 reserved | 1.0× initial commitment; follow-on requires milestone review. |
| Holding period | 5 years | Used for equity-only outcome analysis. |
| Mandate fit | Pass | Seed digital infrastructure; ownership exceeds 5.00% minimum and check is within limit. |
Investment thesis
1 · Evidence of demand
Q2 payment volume of US$26,400,000 reconciles to processor records. Forty-two businesses transacted at cutoff, and the January customer cohort retained 25 of 30 accounts after six months.
2 · Improving revenue quality
Q2 net revenue is US$213,840 at a 0.81% realized net take rate. LTM net revenue is US$612,000, annualized Q2 revenue is US$855,360, and gross margin is 67%.
3 · Defensible workflow position
The product sits between treasury teams and regulated payment providers without taking custody. Contractual integrations, reconciliation tooling and customer workflows create switching cost.
4 · Token optionality kept separate
The future token supports operator bonding and fee rebates, but is not live. No token price, listing, liquidity or treasury value appears in the return case.
Underwriting bridge
A synthetic underwriting record connects the observed US$612,000 LTM base to a bottom-up Year-5 scenario and makes the conditional-pass assumptions explicit. Business judgment rests on paying usage, retention and partner-sourced customer acquisition; transaction judgment remains conditional on CP1–CP4, OP1 and enforceable rights. Social following is not a demand proxy for this B2B settlement case.
| Workstream | Synthetic evidence in room | Conditional-pass treatment |
|---|---|---|
| Market | DR10 defines four launch corridors and a focused wedge before expansion. | Bounded bottom-up scenario; no top-down TAM claim; quarterly corridor refresh. |
| Competition | DR10 maps incumbent processor, treasury middleware and corridor specialist archetypes. | Qualitative differentiation only; named win/loss benchmark remains follow-on. |
| Distribution | DR10 models 80 / 140 / 205 / 264 / 400 ending accounts in Years 1–5, approximately 75% annual retention, and 48 / 80 / 100 / 110 / 202 new accounts. The Year-5 jump to 202 new accounts is an unproven execution stretch. | Scenario only; test the Year-5 202-account acquisition step, CAC, retention and OP1 quarterly. |
| Team | Two-founder product/operations base plus Year-1 sales/compliance and Year-3 finance hires. | Hiring and key-person milestones remain monitored. |
| Exit bridge | 400 accounts × US$30,000 annual revenue/account = US$12m Year-5 revenue; 10.0× direct equity/revenue scenario multiple = US$120m equity value. | Scenario input; no probability weighting or token value. |
Evidence supporting approval
| Test | Result | IC conclusion |
|---|---|---|
| Revenue population | US$213,840 Q2 revenue ties to 0.81% of US$26.4m processor volume and to ledger/bank samples. | Supported |
| Customer activity | 51 contracted; 42 transacting; six references: five positive, one neutral. | Supported with concentration monitoring |
| Retention | January cohort 25 of 30 active at month six = 83.33%; US$100,000 month-0 revenue became US$118,000 at month six = 118.00% NRR. | Supported · Findings!C12:C13 · DR04 |
| Cash and runway | US$610,000 cash less US$160,000 liabilities plus US$2.31m net financing = US$2.76m. At US$138,000 planned monthly burn: 20.00 months. | Supported · Financial model!C26:C32 |
| Ownership and IP | Cap table, board authority and IP assignments reconcile. | Supported |
| Security | Independent audit reports no open critical finding and one high-severity item remediated. | Condition: final retest letter |
| Token | Allocation sums to 100%; investor right is arithmetically defined. | Contractual and pre-deployment; value excluded |
Valuation and outcomes
Price the operating company; derive the dilution; do not smuggle token speculation into the base case.
| Measure | Calculation | Result |
|---|---|---|
| Initial company ownership | US$750,000 ÷ US$12,000,000 | 6.2500% |
| Modeled ownership at exit | 6.2500% × 65.00% retained — derived below | 4.0625% |
| Entry / LTM net revenue | US$12,000,000 ÷ US$612,000 | 19.61× · Financial model!E20 |
| Entry / annualized Q2 net revenue | US$12,000,000 ÷ US$855,360 | 14.03× · Financial model!E21 |
| Token value in all cases | 43,750,000 × US$0 | US$0 |
Dilution bridge
The exit ownership is derived, not assumed. Dilution is the most leveraged input in the return case, so the path that produces 65.00% retained ownership is stated in full.
| Event | Dilution at event | Investor ownership after | Basis |
|---|---|---|---|
| At close — SAFT+T conversion | — | 6.2500% | US$750,000 ÷ US$12,000,000 post-money cap. |
| Series A, including option-pool refresh | 18.75% | 5.0781% | 6.2500% × 81.25% retained. |
| Series B, including option-pool refresh | 20.00% | 4.0625% | 5.0781% × 80.00% retained. |
| Cumulative to Year 5 | 35.00% | 4.0625% | 81.25% × 80.00% = 65.00% retained. |
Scenario construction
Each case is built from the same two drivers as the base case — Year-5 ending accounts and net revenue per account — then priced on a stated multiple. No case is asserted as a value.
| Case | Year-5 ending accounts | Net revenue / account | Year-5 net revenue | Equity / revenue multiple | Year-5 equity value |
|---|---|---|---|---|---|
| Downside | 180 | US$25,000 | US$4,500,000 | 2.0× | US$9,000,000 |
| Base | 400 | US$30,000 | US$12,000,000 | 10.0× | US$120,000,000 |
| Upside | 600 | US$40,000 | US$24,000,000 | 15.0× | US$360,000,000 |
Outcomes
| Case | Year-5 company equity value | Investor proceeds | Gross MOIC | 5-year gross IRR |
|---|---|---|---|---|
| Downside | US$9,000,000 | US$365,625 | 0.4875× | −13.38% |
| Base | US$120,000,000 | US$4,875,000 | 6.5000× | 45.41% |
| Upside | US$360,000,000 | US$14,625,000 | 19.5000× | 81.14% |
Gross, pre-tax, pre-fee scenario outputs. Exit value is applied to 4.0625% modeled ownership after 35.00% dilution, derived in the bridge above. No probability weighting and no token, treasury, staking or liquidity value.
Risks and mitigants
| Priority | Risk | Mitigant / IC treatment |
|---|---|---|
| High | Top five customers produce 38.00% of Q2 volume; the largest produces 9.47% of Q2 net revenue. | Quarterly concentration report; 25.00% single-customer revenue escalation threshold. |
| High | Regulatory treatment varies by corridor and token design. | Jurisdiction-specific counsel opinion and distribution restrictions before closing/TGE. |
| High | AQY utility, launch timing and liquidity are unproven. | Assign zero token value; no launch or listing assumption in returns. |
| High | Production key, oracle and contract controls can fail. | Independent audit closure, 2-of-3 multisig, pause, rotation and incident procedures. |
| Medium | The largest processor handles 64.00% of Q2 volume. | OP1: Processor-B live in each new corridor before its funded expansion. |
| Medium | Planned burn rises from US$92,000 to US$138,000 monthly. | Monthly budget-to-actual reporting and 12-month minimum runway alert. |
Conditions precedent and ownership
| # | Condition | Owner | Evidence / pass test |
|---|---|---|---|
| CP1 | Final SAFT+T and corporate authority | Company counsel | Executed instrument and board approvals preserve US$12m cap, 6.25% initial ownership and 43.75m token entitlement. |
| CP2 | Security closure | CTO / independent auditor | Retest letter confirms no open critical or high finding; production deployment hash matches reviewed code. |
| CP3 | Custody and token controls | Board / security lead | 2-of-3 multisig, qualified custodian for treasury keys, pause and key-rotation procedures active before TGE. |
| CP4 | Refreshed evidence and concentration covenant | CFO | Closing-date cash, liabilities, cap table, revenue bridge and customer concentration vary by no more than 5% from the reviewed record. |
IC decision record
The conditional pass rests on reconciled actuals plus the clearly labeled synthetic DR10 bridge. Legal, security, custody and closing-refresh conditions remain binding, and the token contributes no value.
Basis, method and limitations
This IC cover memorandum synthesizes the public-source screen, verification memorandum and evidence workbook. It applies a claim-to-evidence register, independent financial re-performance, explicit ownership and dilution math, separate treatment of company and token value, risk prioritization, alternative explanations and documentary closing conditions.
It is a fictional specimen for a fictional commissioning investor. It is not a fairness opinion, audit, legal opinion or assurance engagement. The specialist opinions and executed closing documents remain conditions to funding.