One platform.
Three entities.
The parent platform. VendorMint audits every cost line for 1P retail vendors: chargebacks, compliance fines, shortage deductions, 3PL costs, shipping costs, and tariff charges across Walmart, Target, Kroger, Costco, Home Depot, and 48 additional retailers. Success-based model; no upfront cost. Operates alongside Refund Stacker and, upon close, Rightfully.
The first dedicated reimbursement and fee-dispute tool for Walmart Marketplace 3P sellers. An officially approved Walmart Solution Provider, Refund Stacker operates on a 25% success-only fee with zero upfront cost. Built on the same claims infrastructure as VendorMint's vendor-side practice.
Pending acquisition: a complementary Amazon recovery platform focused on 1P vendor claims. Rightfully deepens VendorMint's Amazon-side coverage and adds a second data infrastructure layer for claims automation. Transaction structured at $8.2M total consideration ($4M upfront, $4.2M earnout).
Enterprise SaaS connecting offsite paid media (Google, Meta, TikTok, YouTube) to retail outcomes on Amazon and Walmart. Ampd closes the attribution gap between ad spend and in-marketplace sales through deep-link routing and AI-driven bid optimization fed by real purchase signals. Clients include Nestlé, Colgate, Unilever, SharkNinja, and Diageo. Amazon Ads Partner of the Year runner-up 2022 and 2023.
What we invest in.
We only invest where we have direct operational knowledge of the problem, not adjacent knowledge, inside knowledge. We've run the workflows, touched the data, and seen where the margin disappears. That's the starting point, not the pitch deck.
Amazon and Walmart third-party volume is growing at double digits annually. Every company in our portfolio is positioned at a structural point of that growth, not riding the wave, but providing something the wave needs to function.
SaaS subscriptions, managed service retainers, membership fees, and success-based recovery. We prefer models where revenue doesn't reset to zero each quarter. Every portfolio company has at least one durable revenue stream.
The biggest platforms don't build the tooling their sellers and vendors need most. We look for gaps: claims recovery, channel management, brand intelligence, offsite attribution. No dominant player exists yet and operator knowledge is the real moat.
The operator behind it.
Max built his career inside the e-commerce recovery stack before ever investing in it. He co-founded GETIDA, the leading platform for Amazon FBA reimbursement: when Amazon's warehouse loses inventory, damages goods, or overcharges fees for marketplace sellers, GETIDA audited those errors and recovered the money. He scaled it to 15,000 seller customers globally. VendorMint works the other side of the same industry: instead of recovering money for sellers on Amazon's platform, it recovers money for the brands supplying inventory to Walmart, Target, Kroger, and 50+ other large retailers directly, the large vendors whose invoices get shorted through wrongful deductions and compliance chargebacks every year. He co-founded VendorMint alongside Dallas Counts, a 15-year Walmart senior merchant buyer, to bring that same audit discipline to the vendor and supplier side.
Jags Capital is the holding structure Max built around that original insight: that the tooling layer of e-commerce is systematically underinvested and underbuilt. He invests where he has operated, and operates where he invests.
Let's talk.
We consider inquiries from capital providers, lending institutions, banking partners, and strategic counterparties.
All correspondence is confidential. We respond to every serious inquiry within one to two business days.
VendorMint
Investor Materials (Confidential)
To prospective investors,
I built my last company into a nine-figure outcome. That company was GETIDA, the leading platform for Amazon FBA reimbursement. In plain terms: hundreds of thousands of small businesses sell products through Amazon's marketplace, and Amazon's own warehouse regularly makes errors. It loses inventory, damages goods, overcharges fees. GETIDA audited those errors and recovered the money. We had 15,000 active clients, 250 operations staff across offices in the Philippines, India, China, London, and the United States, 400 new business sign-ups per month, and at peak were processing over 200,000 new dispute filings every month, auditing more than 10% of all Fulfilled by Amazon data. I didn't fully earn out the maximum earnout tranche when we sold. Two reasons. First, I was never given the latitude to diversify the business beyond Amazon FBA recovery into adjacent audit categories. That constraint was structural, not operational. Second, after I left, Amazon's internal FBA policies shifted materially, and the teams that took over didn't navigate those changes. Volume compressed and the earnout window closed before the business adapted.
VendorMint is what I built next. A revenue recovery platform for brands that supply inventory directly to large retailers: Walmart, Target, Kroger, Home Depot, and 49 more. The two lessons from GETIDA are the architectural foundation. We are diversified across claim types, platforms, and retailer relationships from day one, and I am the operating principal through every policy shift in real time.
Our clients are under pressure from every direction right now: tariffs driving up input costs, purchasing uncertainty shrinking order volumes, inflation compressing margins. And while they are focused on those macro problems, they are leaking money out of their P&L across cost lines no one is fully auditing: wrongful deductions from retailers and marketplaces, overbilling from 3PL providers, freight discrepancies. Our goal is to be the platform that touches all of it. The core vendor audit practice is ours, built from scratch. We built 3PL invoice audit in-house. We are acquiring Rightfully to add Amazon 1P vendor recovery. Shipping audits, tariff recovery, and additional cost lines are in development. Most of our clients do not realize how much they are losing until we show them the full picture.
The model is not theoretical. In January of this year we acquired Refund Stacker, an approved Walmart Solution Provider operating in the marketplace reimbursement space. In the eight months since close, Refund Stacker revenue is up approximately 80%, driven by operational infrastructure we brought in, AI-assisted claim filing and audit tooling we built internally, and a meaningful expansion of the client pipeline. Separately, our home-grown Walmart 1P vendor recovery product went from zero to a $600k annual run rate in the same year. Two revenue lines scaling in parallel, one acquired and one built from scratch. That is what happens when you bring real operational infrastructure to a market that had been running on manual processes.
The Rightfully acquisition adds Amazon 1P vendor recovery to a base that already covers Walmart 1P, Walmart Marketplace, and 53 other retail fronts.
The Rightfully acquisition is the move that turns this from a Walmart platform into a retail infrastructure company. Walmart 1P vendor recovery and Amazon 1P vendor recovery are the two largest claim pools in US retail. They require fundamentally different regulatory knowledge, data infrastructure, and retailer relationships. We've built the Walmart side. And Amazon is home court: GETIDA was an Amazon audit company, and I spent a decade operating inside Amazon's claims infrastructure before ever building on the vendor side. Rightfully brings what takes years to earn on the Amazon 1P side: an operating claims infrastructure, established data pipelines, and relationships at Amazon that don't come from a cold start. We are buying the outcome, not the timeline. Combining them under one data layer, one client relationship model, and one technology stack is the thesis, not just on paper, but in execution.
I'm not going to tell you this is without risk. We're in a growth phase, the Rightfully integration is work that hasn't been completed yet, and the acquisition financing comes with earn-out and debt service obligations against a revenue base that is still scaling. The $55 million revenue projection by 2030 is the management case, not a guarantee. What I can tell you is that the fundamentals here are real: a structurally recurring revenue model, sub-1% penetration of an addressable market measured in the hundreds of millions, and exclusive distribution agreements that competitors cannot replicate.
If you're in the business of backing operators with pattern recognition and a second shot at a proven playbook, I'd like to have that conversation.
FY 2025–2030 Consolidated Projections
Revenue & EBITDA (Combined Roll-Up)
2025 estimated from annual actuals ($972k VMRS); Jan-Jul 2026 = monthly actuals (VMRS). Excludes Rightfully contribution.
Revenue Mix by Segment
Team Headcount Growth
Key Efficiency Metrics (Combined)
| Metric | FY 2024 | FY 2025 | FY 2026 | FY 2027 | FY 2028 | FY 2029 | FY 2030 |
|---|---|---|---|---|---|---|---|
| Total Revenue | $36k | $3.5M | $4.8M | $12.5M | $23.6M | $36.7M | $55.1M |
| Net Income / EBITDA | $(1.95M) | $(0.5M) | $0.7M | $3.7M | $8.6M | $14.6M | $23.4M |
| Total Headcount (combined entity) | 3 | 18 | 51 | 85 | 135 | 165 | 185 |
| EBITDA Margin | NM | -14% | 15% | 30% | 36% | 40% | 42% |
| COGS % of Revenue | n/a | 17% | 10% | 24% | 26% | 26% | 26% |
| OpEx % of Revenue | n/a | 96% | 66% | 44% | 34% | 30% | 28% |
| Revenue / Labor $ | n/a | $1.28 | $1.85 | $2.79 | $3.73 | $4.31 | $4.81 |
Term Sheet A: $6M Acquisition Debt Facility
VendorMint is seeking $6,000,000 in acquisition financing to fund the upfront payment for the Rightfully acquisition. The facility is structured as interest-only with a terminal exit kicker, providing lenders with current yield plus meaningful upside participation at exit.
| Component | Terms | 5-Year Value |
|---|---|---|
| Annual Interest | 12% on $6M | $720,000 / yr |
| 5-Year Interest Total | Interest-only | $3,600,000 |
| Principal Return | At maturity (Yr 5) | $6,000,000 |
| Exit Kicker | 30% of principal | $1,800,000 |
| Total Return | $11,400,000 |
| Year | Combined EBITDA | $6M Facility | Existing Obligations | Total Service | Cash Reserve (b) | Coverage |
|---|---|---|---|---|---|---|
| FY 2027 | $3.7M | $720k | $2,548k (a) | $3,268k | $2,000k | 1.7x |
| FY 2028 | $8.6M | $720k | $1,317k | $2,037k | $2,000k | 5.2x |
| FY 2029 | $14.6M | $720k | $1,317k | $2,037k | $2,000k | 8.2x |
| FY 2030 (maturity) | $23.4M | $6,720k (incl. $6M principal) | $1,317k | $8,037k | $2,000k | 3.2x |
Rightfully generated $1.37M in EBITDA pre-acquisition and is projected at $1.82M in FY2026, covering the $720k annual preferred return at 1.9x and 2.5x respectively, on its own, before VMRS contributes anything. Even at 50% of projected FY2026 EBITDA, coverage holds at 1.3x. The acquisition asset pays for its own financing cost regardless of VMRS performance.
Founding principals and capital investors have committed $4M+ into the platform, representing a first-loss equity cushion that absorbs any enterprise value erosion before the facility is at risk.
The facility is secured against VendorMint's operating assets and cash flows. Standard affirmative and negative covenants apply, including limitations on additional senior indebtedness and material asset dispositions without lender consent.
This term sheet is indicative only and does not constitute a binding commitment. Final terms are subject to due diligence, credit approval, and definitive documentation. For qualified lenders only. Contact max@vendormint.com to proceed.
Term Sheet B: Secondary Unit Purchase
An existing VendorMint unitholder (Eytan Wiener, former GETIDA CEO and early investor) is offering a portion of their position on the secondary market. Units are available at a $14M implied company valuation, representing a meaningful discount to the valuations at which comparable transactions have closed.
This entry price can be benchmarked against recent comparable transactions involving the same operating platform:
This is not a pre-revenue bet. VendorMint is a live, operating business with a proven operator at the helm, revenue already scaling, and multiple growth vectors in motion: Refund Stacker up approximately 80% since acquisition, a China division representing close to half of net new client growth, and the Rightfully acquisition pending close. The $14M entry valuation is a function of one seller's timing need; comparable transactions have cleared at $23M and $31M on the same operating platform. Investors here are acquiring equity in a company that is already working, at a basis that reflects a seller's calendar, not the company's trajectory.
This term sheet is indicative only. Final terms are subject to operating agreement consent rights and definitive documentation. This is not an offer or solicitation to buy or sell any security. Contact max@vendormint.com to express interest.
VendorMint: Secondary Unit Sale & Pending Acquisition
This memorandum presents two concurrent investment opportunities in VendorMint, an operator-led revenue recovery platform serving retail vendors and marketplace sellers across 53+ retail fronts. The opportunities arise from a secondary unit sale by an existing holder and a pending acquisition that will materially expand the company's addressable market.
On a combined pro-forma basis with Rightfully, VendorMint generated $4.8 million in revenue in FY2026 with $0.7 million in operating income, and is projected to reach $55.1 million in combined revenue by 2030 as Refund Stacker scales and the Rightfully acquisition closes.
VendorMint is a profit margin optimization platform for large consumer goods brands. At a time when brands face simultaneous pressure from tariffs, purchasing uncertainty, and inflation, VendorMint audits every cost line and recovers margin across the full P&L: wrongful deductions from retailers and marketplaces, 3PL billing overcharges, and freight discrepancies. The goal is to help brands optimize margins by 30% or more across their combined cost structure. The core vendor audit practice is organic, covering Walmart, Target, Kroger, Costco, Home Depot, and 48 additional retail fronts. 3PL invoice audit was built in-house and is already generating client recoveries. Rightfully, pending acquisition, adds Amazon 1P vendor recovery. Shipping audit, tariff recovery, and additional verticals are in development. The platform also includes Refund Stacker, acquired January 2026, which serves a distinct client base: Walmart Marketplace 3P sellers seeking fulfillment reimbursements as an officially approved Walmart Solution Provider.
The success-only fee model materially reduces collection risk: the company earns only when recoveries are confirmed. This structure aligns incentives with clients and supports high retention with minimal sales overhead.
The recovery services business earns a percentage fee on claims won. The addressable fee market is not the gross deduction volume (which is in the hundreds of billions) but the subset that is invalid, detectable, and winnable: the amount recovery firms can realistically charge for. Based on GMV disclosures and forward projections across US and Canadian retail channels, that fee market totals approximately $877 million today and is projected to reach $1.19 billion by 2035 as retail GMV grows and detection rates improve with automation.
| Channel | 2026 GMV | Invalid Disputable | Fee Market (Today) | Fee Market (2035P) | VM Coverage |
|---|---|---|---|---|---|
| Amazon 3P | $381B | $2.9B | $270M | $380M | Non-compete ends Jul 2027 |
| Amazon 1P | $165B | $1.3B | $92M | $140M | Rightfully (pending) |
| Walmart 1P | $507B | $4.1B | $284M | $350M | VendorMint |
| Walmart 3P | $17B | $370M | $39M | $51M | Refund Stacker |
| Other Retail (Target, Costco, HD, TikTok, etc.) | $717B | $3.2B | $130M | $217M | 53 fronts live |
| Total Market | $1.9T | $12.7B | $877M | $1.19B |
The funnel from gross deduction to recoverable fee has four steps: incidence (deductions taken), disputable (invalid vs. legitimate), detection (what can be found), and win rate. Today, detection rates are low and win rates are moderate, meaning the majority of recoverable value goes unclaimed. As VendorMint's platform automates discovery and filing at scale, its unit economics improve on the same GMV base without needing the market to grow.
Source: GMV from official retailer financials and forward guidance. Claim incidence, disputable %, win rate, and fee structure based on publicly available industry research (SPS Commerce, industry analyst benchmarks). Values in US/Canada only. Market model prepared by management.
Max Borin, founder and CEO, previously built and exited a recovery firm that reached 15,000 active client businesses, 250 operations staff across offices in the Philippines, India, China, London, and the United States, and more than 200,000 new dispute filings per month; at peak, the business processed upwards of 700,000 case-level touches monthly. The exit was a nine-figure outcome; he did not fully earn out the maximum earnout tranche but transferred those learnings directly into VendorMint's architecture.
Two structural lessons carried into VendorMint. First: he was never given the latitude at that prior business to diversify beyond Amazon FBA recovery into adjacent audit categories, a constraint that was built into the acquisition terms, not a failure of execution. Second: after his departure, Amazon's internal FBA policies shifted materially, and the teams that took over didn't navigate those changes. Volume compressed and the earnout window closed before the business adapted. VendorMint is explicitly built to avoid both failure modes: it is diversified across claim types, platforms, and retailer relationships from day one, and Max remains the operating principal through every policy shift in real time.
Max's stated goal is a $1 billion or greater exit. The path runs through a single strategic insight: VendorMint's clients are large CPG vendors whose CFO offices manage billions in retail sell-in. Today VendorMint optimizes one line of their P&L: the receivables side, recovering deductions and reimbursements. The long-term vision is to become the CFO office's full-stack margin optimizer: recovering not just receivables but auditing every cost line (3PL, shipping, vendor allowances) and eventually providing working capital through vendor factoring. Every new service is additive to a relationship that is already embedded in the client's financial operations.
Max described this flywheel: "I want to look at all their financials and optimize their entire bottom line, not just by recovering receivables, but by reducing costs they shouldn't have been spending." The factoring component on the roadmap would route Walmart's vendor payments through VendorMint's lockbox, giving the company direct access to payment data, stickier client relationships, and the ability to deduct commissions at source rather than invoicing retroactively.
VendorMint's platform ingests vendor data directly from retail portals; clients add VendorMint as an authorized user on their Walmart Supplier Center, Kroger vendor portal, and equivalent systems. The company normalizes PO data, invoice data, and check data, then runs proprietary analysis to identify short-shipment disputes, under-invoiced amounts, and contractual allowance overcharges. The same data infrastructure underpins every vertical it enters.
3PL Cost Audit: The newest vertical targets vendors' third-party logistics spend, where billing discrepancies and contract non-compliance are common but no specialist auditor exists. Initial results: a $500K annual 3PL client recovered $68,000 in overcharges. VendorMint is now testing a $10 million and a $3 million 3PL account. The subject matter expert brought in to lead this practice operates on the same success-fee model as the core business.
Vendor Factoring: The company intends to offer debt capital to its vendor clients, with Walmart paying invoices directly into a VendorMint-managed lockbox. This closes the cash flow loop for vendors while giving VendorMint direct deduction of its recovery commission from the payment stream, removing invoice dependency and dramatically increasing stickiness. The factoring receivables would be Grade A collateral, backed by Walmart as the obligor.
The firm currently manages data representing $6 billion in annual client sell-in and is onboarding $200–$400 million of new sell-in per month across approximately 5 new enterprise accounts (minimum $70M in annual Walmart sales).
VendorMint's distribution combines a direct sales team with structural access to the best-positioned people in the Walmart ecosystem. Three channels create compounding supply of clients:
VendorMint's second-largest cap table partner is a former Walmart senior merchant who managed $10 billion in Walmart merchandising. The Bentonville team secured a two-year exclusive contract with the largest broker into Walmart, a firm managing a book of 750 vendor clients, 15 times the size of VendorMint's current base. The broker has committed to referring 40 clients per month. The first lead arrived in September 2026; referrals are ramping. At even a 15% conversion rate, this channel alone adds over 70 net new vendor audit clients in FY2027. Competitors cannot access this pipeline: the exclusivity agreement prevents the broker from working with any competing recovery firm for the duration of the contract.
Refund Stacker's prior operators remain in their earnout period through 2027. Their earnout is pegged to revenue, and they have committed a $4 million sales-and-marketing budget to hit a 2.5x growth target, the number they need to maximize their payout. This is not a management projection; it is a contractually aligned seller spending their own capital to grow a book that benefits VendorMint. VendorMint's founder also placed his partner from his prior exit into a leadership role at RS to drive expansion. The RS earnout structure is one of the more unusual features of this deal: the company is acquiring growth capital alongside the business, paid for by the people most motivated to deploy it.
The majority of VendorMint's existing vendor audit clients sell on both Walmart and Amazon. Rightfully recovers Amazon 1P deductions: wrongful chargebacks, shortage claims, and compliance fines from brands selling direct to Amazon. Post-acquisition, VendorMint's account management team can offer Rightfully's product to every current client without a separate acquisition cost. Cross-selling into a trusted relationship converts at materially higher rates than cold acquisition. This channel requires no new marketing spend and adds Amazon 1P recovery revenue on top of the existing Walmart recovery relationship.
China-based sellers now represent close to 50% of Refund Stacker's net new client growth. A dedicated operational division manages this cohort under separate management, operating as a semi-autonomous acquisition and account management layer that flows into VendorMint's core recovery platform. Chinese Walmart Marketplace sellers are a high-volume, underserved segment with significant recovery needs and strong demand for a compliant, platform-approved recovery partner.
Together these channels give VendorMint a pipeline density that a direct-sales-only competitor cannot replicate. The client is never paying for sales relationships; they are paying only when money is recovered.
An existing unitholder, Eytan Wiener, is seeking to sell a portion of his position. He entered the company at a $650,000 investment and is offering units on the secondary market under a structured swap arrangement at a valuation below the current operating baseline.
Secondary buyers acquire units via a swap against Eytan Wiener's existing position. The transaction is structured to transfer economic exposure at a discount to the company's current implied valuation, providing incoming investors a lower effective cost basis than a primary issuance would offer.
First, this is a secondary sale driven by Eytan Wiener's liquidity preference, not a reflection of the company's trajectory. Second, Max has separately discounted his own SellCord units as part of the transaction structure, and the proceeds Eytan Wiener receives will be used in full to secure a larger position in SellCord. The discount is the price of a broader deal: Eytan Wiener is joining the VendorMint board, VendorMint has contracted SellCord to manage its China sales pipeline, and he will personally lead that division. Incoming investors benefit from a discounted entry on VendorMint and a seller who is simultaneously deepening his operational commitment to the company.
This opportunity suits investors seeking exposure to VendorMint's growth trajectory, particularly the Refund Stacker scaling curve and the Rightfully acquisition upside, at a valuation that reflects Eytan Wiener's liquidity preference rather than the company's current market rate.
Available units are limited to Eytan Wiener's offering block. Interested parties should contact Jags Capital directly to discuss sizing and timing.
VendorMint has entered into a definitive agreement to acquire Rightfully, a complementary recovery platform, for a total consideration of $8.2 million. The transaction expands VendorMint's vendor-side coverage and deepens its data infrastructure for claims automation.
The $6 million acquisition facility is the primary new liability on VendorMint's balance sheet post-close. It is structured against the combined entity's revenue base and is serviced from operating cash flow as EBITDA scales.
The Rightfully integration is expected to accelerate recovery volume in the first 12 months post-close, with the combined entity operating under a unified data and claims infrastructure by end of year one.
The projections below reflect the combined entity post-Rightfully integration and Refund Stacker scaling. All figures in USD millions.
| Metric | FY 2025A | FY 2026E | FY 2027E | FY 2028E | FY 2029E | FY 2030E |
|---|---|---|---|---|---|---|
| Income Statement | ||||||
| Total Revenue | $3.6M | $4.8M | $12.5M | $23.6M | $36.7M | $55.1M |
| EBITDA | $(0.5M) | $0.7M | $3.7M | $8.6M | $14.6M | $23.4M |
| EBITDA Margin | n/a | 15% | 30% | 36% | 40% | 42% |
FY 2025A are actuals. FY 2026E–2030E are management estimates. Projections are not guaranteed and are subject to material change.
This is not an exhaustive risk disclosure. Prospective investors should conduct independent diligence.
- Integration risk: Rightfully's systems and client base must be merged without disruption to either entity's recovery pipeline.
- Debt service: the $6 million acquisition facility requires ongoing service against a revenue base that is still scaling.
- Retail platform dependency: recovery volumes are linked to Walmart and Amazon policy frameworks, which may change without notice.
- Secondary market liquidity: units in an LLC are not freely tradeable; exit is subject to operating agreement terms and consent rights.
- Projection uncertainty: forward estimates reflect management's assumptions and are not audited or guaranteed.
For questions: max@vendormint.com
This document requires an additional access code.
Cap Table
Ownership Distribution
Unit Register
| Code | Role | Units | % | Notes |
|---|---|---|---|---|
| Founding | ||||
| F-01 | Founder | 9,892,922 | 56.15% | Founding allocation |
| CF-01 | Co-Founder | 2,865,417 | 16.26% | Fully vested |
| Investors | ||||
| INV-01 | Investor 1 / Growth Advisor | 1,167,406 | 6.63% | Cash investment; secondary exit sought |
| INV-02 | Investor Group | 943,080 | 5.35% | Cash investment (3 partners) |
| Operators | ||||
| OP-01 | Client Services Operator | 718,556 | 4.08% |
66%
|
| OP-06 | Tech Operator | 536,555 | 3.05% |
14%
|
| OP-02 | Sales Operator | 395,327 | 2.24% |
53%
|
| OP-07 | Finance & Product Operator | 250,000 | 1.42% |
0%
|
| OP-04 | Project Management Operator (Departed) | 235,000 | 1.33% | Fully vested; no longer active |
| OP-05 | SaaS Subject Matter Expert | 172,073 | 0.98% |
10%
|
| Board & Advisors | ||||
| ADV-02 | Exit Advisor | 70,235 | 0.40% | Advisory arrangement; fully vested |
| Acquisitions / Sales Pipeline | ||||
| ACQ-01 | Acquisition 1 | 372,832 | 2.12% | Closed; $500k roll-in at $23.4M valuation |
| Total Outstanding | 17,619,403 | 100% | +899,493 board grants pending (7 positions) | |
Ownership Distribution (Pro Forma)
Unit Register (Pro Forma)
| Code | Role | Units | % | Change |
|---|---|---|---|---|
| Founding | ||||
| F-01 | Founder | 11,188,827 | 60.4% | +1,295,905 (INV-01 transfer + board grant) |
| CF-01 | Co-Founder | 2,993,916 | 16.2% | +128,499 board grant |
| Investors | ||||
| INV-02 | Investor Group | 943,076 | 5.09% | No change |
| Operators | ||||
| OP-01 | Client Services Operator | 718,556 | 3.88% | No change |
| OP-06 | Tech Operator | 536,555 | 2.90% | No change |
| OP-02 | Sales Operator | 395,327 | 2.13% | No change |
| OP-07 | Finance & Product Operator | 250,000 | 1.35% | No change |
| OP-04 | Project Management Operator (Departed) | 235,000 | 1.27% | Fully vested; no longer active |
| OP-05 | SaaS Subject Matter Expert | 172,073 | 0.93% | No change |
| Board & Advisors | ||||
| ADV-01 | Tax Advisor | 128,499 | 0.69% | Board grant · 25,700/yr · Sept 1, 2027–2031 |
| ADV-02 | Exit Advisor | 70,235 | 0.38% | No change |
| INV-01 | Growth Advisor Board Grant | 128,499 | 0.69% | Board grant · 25,700/yr · Sept 1, 2027–2031 · investor units transferred to F-01 |
| ADV-03 | Legal Advisor | 128,499 | 0.69% | Board grant · 25,700/yr · Sept 1, 2027–2031 |
| ADV-04 | Strategy Advisor | 128,499 | 0.69% | Board grant · 25,700/yr · Sept 1, 2027–2031 |
| ADV-05 | Finance & Product Advisor | 128,499 | 0.69% | Board grant · 25,700/yr · Sept 1, 2027–2031 |
| Acquisitions / Sales Pipeline | ||||
| ACQ-01 | Acquisition 1 | 372,832 | 2.01% | Closed; $500k roll-in at $23.4M valuation |
| Total Outstanding | 18,518,896 | 100% | +899,493 from board grants (7 positions) | |
Unit counts and percentages are based on the operating agreement as of September 2026. Names are intentionally omitted. Internal codes are for authorized discussion only. This document is confidential and subject to the terms of the LLC operating agreement.
Grant Terms
| Vest Date | Units Vesting | Cumulative | % of Grant |
|---|---|---|---|
| September 1, 2027 | 25,700 | 25,700 | 20% |
| September 1, 2028 | 25,700 | 51,400 | 40% |
| September 1, 2029 | 25,700 | 77,100 | 60% |
| September 1, 2030 | 25,700 | 102,800 | 80% |
| September 1, 2031 | 25,699 | 128,499 | 100% |
The same 128,499-unit grant and vesting schedule is being issued concurrently to all 7 advisory board positions. Source documents on file: Advisor Agreement, Advisory Board Charter, Board of Managers Written Consent.
Board Seat Types
| Seat | Role | Primary Contribution |
|---|---|---|
| F-01 | Co-Founder & Managing Member | Overall direction, operations, and final decision authority |
| CF-01 | Co-Founder | Strategic co-leadership and equity oversight |
| INV-01 | Growth Advisor | Revenue growth strategy, enterprise relationships, China pipeline leadership |
| ADV-01 | Tax Advisor | Federal and state tax strategy, entity structuring, compliance guidance |
| ADV-03 | Legal Advisor | Contract review, IP protection, regulatory and M&A legal guidance |
| ADV-04 | Strategy Advisor | Acquisition evaluation, competitive positioning, scaling playbook |
| ADV-05 | Finance & Product Advisor | Financial modeling, product roadmap prioritization, operational finance |
Advisory Scope
Board Requirements
Compensation is equity grant (above) plus reimbursement of reasonable out-of-pocket expenses per Company policy. The Company indemnifies Advisors against claims arising from their advisory services, except in cases of gross negligence or willful misconduct. Source: Charter for Advisory Board of Vendormint LLC.
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