A LEVEL ALLIANCES — FOUNDERS' COUNCIL HANDBOOK

Start with the empty store

Walk into almost any older American shopping mall and you will find at least one enormous empty space where a department store used to be. One hundred thousand square feet. Lights off. Sometimes for a decade.

These are called anchor boxes, because the department store anchored the mall — it was the reason people drove there. When it closed, the shops along the corridor lost their traffic, and many of their leases let them cut their rent or leave when the anchor goes dark.

So the owner has an empty box that is also dragging down everything around it.

Why nobody fills it

The owner has three options today, and all three are bad.

Find another department store — there are very few left. Cut the box into smaller shops — that costs roughly $135 to $150 per square foot before a single tenant signs. Or buy a tenant in with free rent and a build-out allowance, which means paying somebody to occupy your own building.

There is a deeper reason too. Lenders want tenants with credit ratings. Real-estate investment trusts are measured on a standard tenant mix. Franchise manuals dictate what a store looks like. The result is that the party who owns the building is structurally unable to put anything interesting in it. Sameness is not a failure of imagination. It is what the financing requires.

What we put in it

One floor that does seven things at once, instead of one tenant that does one.

There are 1,001 selling positions for independent makers and small producers — not permanent shops, but stands on a rotation, so the floor is different month to month. Around them: a café and kitchens, a stage with a year-round events calendar, a members' workspace, a fitness and wellness club, and a delivery service that gets what you bought to your door.

People pay a membership to belong to it. That is the part that matters commercially: a membership is a promise to come back on a schedule, which is the one thing a struggling mall cannot manufacture.

Why it takes fourteen partners

Read that list again and notice how many different businesses it describes. Running a restaurant is not running a gym. Building a payment system is not booking a concert. Owning a building is not curating a thousand craftspeople.

No single company does all of it well, and a company that claimed to would be bluffing on most of it. So instead of hiring contractors, each capability is held by a partner who owns that business already, and who is paid in a share of the whole thing rather than a fee.

That is what an ally is here. Fourteen of them, each carrying one piece, each holding shares in the result. We call them rings.

The fourteen allies

Each ring has its own page: what the job is, who it suits, what you put in and what you get back.

MR-0125%A Level Alliances

The ring that invites the other thirteen.

MR-025%The Legal Ally

The ring that holds the pen and the escrow.

MR-035%The Media Ally

The ring that makes the floor visible.

OR-0410%The Trust Ally

The ring that runs the floor.

OR-05No sharesThe Location Ally

One form, every box.

OR-0610%The Hospitality Ally

The ring that makes people stay.

OR-0710%The Technology Ally

The ring that makes the floor countable.

OR-0810%The Sponsor Ally

The ring that puts its name on the door.

OR-096%The Digital Twin Ally

The ring that builds the copy of the building.

OR-106%The Events Ally

The ring that gives people a reason to come back.

OR-114%The Workspace Ally

The ring that fills the weekday.

OR-124%The Wellness Ally

The ring that sets the weekly rhythm.

OR-132.5%The Makers Ally

The ring that fills the 1,001 positions.

OR-142.5%The Logistics Ally

The ring that keeps the shelves full.

Who owns what

The Location Ally is the one ring that takes no shares. A property owner wants income from the building without putting capital at risk, so that relationship is a revenue share instead: 7.5% of gross receipts, paid ahead of any profit distribution.

Ring	Ally	Block	Shares	What it puts in
MR-01	A Level Alliances	Founding ring	25%	No cash. Ideas, brands and the rulebook.
MR-02	The Legal Ally	Founding ring	5%	No cash. Legal work.
MR-03	The Media Ally	Founding ring	5%	No cash. Advertising space and reach.
OR-04	The Trust Ally	Operating ring	10%	Cash, plus the management team.
OR-05	The Location Ally	Operating ring	No shares	The building. No cash.
OR-06	The Hospitality Ally	Operating ring	10%	Cash, plus running the food and drink.
OR-07	The Technology Ally	Operating ring	10%	Cash, plus the payment and sensor systems.
OR-08	The Sponsor Ally	Operating ring	10%	Cash only.
OR-09	The Digital Twin Ally	Operating ring	6%	Cash, plus the design and modelling work.
OR-10	The Events Ally	Operating ring	6%	Cash, plus the programme.
OR-11	The Workspace Ally	Operating ring	4%	Cash, plus running the workspace.
OR-12	The Wellness Ally	Operating ring	4%	Cash, plus running the club.
OR-13	The Makers Ally	Operating ring	2.5%	No cash. The network of makers and the work of running it.
OR-14	The Logistics Ally	Operating ring	2.5%	Cash, plus running the logistics.
Total			100%

The money, plainly

The first eighteen months cost $12 million: $10 million in cash and a $2 million reserve called the Good-Will Pool, which is held back for partners who join later or to replace one who drops out.

The eleven operating partners fund that between them, in proportion to their shares. It is called in three instalments rather than all at once, and the second and third only release if the project has actually hit its targets.

The three founding partners put in no cash at all. They contribute the brands, the legal structure and the advertising reach instead.

When	Share	Amount	What it pays for	Released only if
Day 0	30%	$3,600,000	Setting up the company, legal filings, the first lease, first manufacturing orders	—
Month 6	40%	$4,800,000	Building the stands, integrating the software, opening the first location	The first location is delivered, physically and digitally
Month 12	30%	$3,600,000	Second and third wave locations, screen network, national sponsorship	The first location hits its revenue, traffic and engagement targets

How you actually earn your shares

Nobody gets their shares on the day they sign. They are held in escrow by the legal partner and released as the work is done.

For the three founding partners, shares release over three years, with nothing at all released in the first year, against legal and brand-transfer milestones.

For the operating partners there are two tests, and both have to be met: pay each instalment on time, and hit your agreed service levels. Miss a payment and you have thirty days to fix it; after that, the shares you have not yet earned are diluted and go to the Good-Will Pool or to a replacement. Fail to deliver what you promised to operate, and the unearned shares are clawed back.

How the money comes back out

Revenue is paid out in a fixed order. Nothing in a lower tier is paid until the tier above it is satisfied.

Order	Who gets paid	Out of what
First	Running the floor — operating costs, utilities, vendor fees	Gross takings from the shops and stands
Second	The Location Ally	7.5% of gross receipts, in place of rent
Third	All thirteen share-holding partners	Whatever profit is left, split by shareholding

The order we build in

The numbers on the fourteen rings are not a list. They carry two different meanings.

The first five — the founding three, then the management partner and the property — are a sequence. Each one makes the next one possible, and until all five are in place there is nothing concrete to show anybody else: no site, no budget, no operator. That is the anchor block.

From the sixth onward, every ring is a revenue line, and the order follows the size of the shareholding, which reflects how much each is expected to contribute. One consequence worth stating out loud: the shareholdings are therefore an implicit revenue forecast. If the real numbers come in differently after the pilot, the split was mispriced — so whether the percentages get revisited at that point should be settled in writing before anyone signs.

Is this you?

Every ring has its own page with the criteria written out, but three things are true of all of them.

You already run the business in question — this is not a role for somebody who intends to start one. You can carry your share of the cash across three instalments, and show that you can. And you are willing to be measured: every partner's performance is reported to the other thirteen, from the same data, every period.

If you would rather be paid a fee and keep your numbers to yourself, this is a vendor relationship and not an ally one. That is a legitimate preference and worth saying early.

The source documents

The three documents this handbook is built from, published in full.

Term SheetExecutive Term Sheet and Partnership Framework

The source document. It sets out the entities, the equity architecture, the capital call schedule, the vesting rules and the distribution waterfall for the Atmosphere operating company and its special purpose vehicle.

Capital MatrixCapital and Return Matrix

What each of the fourteen rings puts in, in what form, and what it gets back.

Schedule and RightsCapital Call Schedule, Vesting and Clawback

The eighteen-month funding timetable, and the rules that decide when a partner's shares become theirs — or stop being theirs.

A note on these figures

The budget, the instalments, the vesting rules and the waterfall are taken directly from the source documents. The shareholding shown here supersedes the original matrix in one respect: the Location Ally takes a revenue share instead of equity, and the 10% that freed up sits with A Level Alliances. Illustrative projections are not forecasts. Nothing here is an offer of securities, and nothing here is a legal or tax opinion.