01
Capital and Return Matrix
| Ring | Ally | Shares | Capital type | What it contributes | What it receives |
|---|---|---|---|---|---|
| MR-01 | A Level Alliances | 25% | No cash. Ideas, brands and the rulebook. | 6 Core IP Brands, vision, ecosystem architecture and the charter | Core IP licensing income + 25% dividend share |
| MR-02 | The Legal Ally | 5% | No cash. Legal work. | Legal infrastructure, registrations, Stewardship Mandate and SPV escrow | Legal governance fee + 5% dividend share |
| MR-03 | The Media Ally | 5% | No cash. Advertising space and reach. | National PR, B2B/B2C communications, outdoor screen rights and agency channels | Media commissions + 5% dividend share |
| OR-04 | The Trust Ally | 10% | Cash, plus the management team. | C-level management of the operating company, executive decisions, budget discipline | Operating performance bonus + 10% dividend share |
| OR-05 | The Location Ally | No shares | The building. No cash. | Vacant class B/C anchor boxes, allocated on a revenue share | 7.5% of gross receipts, paid ahead of any dividend. No shares. |
| OR-06 | The Hospitality Ally | 10% | Cash, plus running the food and drink. | Live gastronomy, tasting pods, café and restaurant operations | Share of operating revenue + 10% dividend share |
| OR-07 | The Technology Ally | 10% | Cash, plus the payment and sensor systems. | Smart sensors, point-of-sale payment infrastructure and software licensing | Licence or per-transaction fee + 10% dividend share |
| OR-08 | The Sponsor Ally | 10% | Cash only. | “Powered by Brand” gate and naming sponsorship, and space financing | Naming rights revenue + 10% dividend share |
| OR-09 | The Digital Twin Ally | 6% | Cash, plus the design and modelling work. | Digital twin, AR/VR layer and cyber-physical design | PropTech service fee + 6% dividend share |
| OR-10 | The Events Ally | 6% | Cash, plus the programme. | Events calendar, stage performances, launches and community programme | Event and ticket revenue + 6% dividend share |
| OR-11 | The Workspace Ally | 4% | Cash, plus running the workspace. | Flexible workspace and business club operations | Membership and desk revenue + 4% dividend share |
| OR-12 | The Wellness Ally | 4% | Cash, plus running the club. | Sport, fitness, wellbeing and recreation space | Club membership revenue + 4% dividend share |
| OR-13 | The Makers Ally | 2.5% | No cash. The network of makers and the work of running it. | Coordinating local makers and artisans across the 1,001 stand positions | Sales commission + 2.5% dividend share |
| OR-14 | The Logistics Ally | 2.5% | Cash, plus running the logistics. | On-site micro-logistics, stand replenishment and delivery management | Logistics transaction fee + 2.5% dividend share |
02
Capital logic
- Founding block (35%): puts in no cash. It commits intellectual property, registrations, legal architecture and national media inventory as sweat capital.
- Operating block (65%): funds the first eighteen months — $10M in cash plus the $2M Good-Will Pool — in proportion to shareholding.
- The Location Ally sits inside the operating block but holds no shares. It is paid from Tier 2 of the waterfall, ahead of any dividend, and carries no capital at risk.
03
Distribution waterfall
Revenue is distributed in a strict order of priority. Each tier is satisfied before the next receives anything.
| Tier | What is paid | Source |
|---|---|---|
| 1 — Field operations | Direct store and stand operating costs, utilities and vendor fulfilment fees | Gross takings from the shops and stands |
| 2 — Location share | 7.5% of gross receipts to the Location Ally, in place of long-term fixed rent | Gross receipts at the box |
| 3 — Dividend | Net profit distributed pro rata across the thirteen share-holding allies | Whatever remains |
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.