Three pieces. Suncraft pays the bills. Sefid is the long bet. Aither is the safety net. By 2027 we're at $50k a month. By 2032 we're free.
Sunspell / Suncraft plan · with David · confidentialCover · 29 slides
✳Sunspell
ACT 1 OF 5
Goals / Life
Why we're doing this and what 2032 looks like.
Sunspell / Suncraft plan · with David · confidentialSection 1
The plan02 / 29
Where we're headed · and how we get there in four steps
What we're building.
Three companies. Suncraft is the design studio — the cash. Sefid is the long bet — the payoff. Aither is what's already in the bank — the cushion. Every slide after this fits into one of the four steps below.
Where we want to be by 2032.
Income
$50k/mo
into the household, every month, after tax
Wealth
$25M+
in the bank, mostly from a Sefid sale
Family
Two kids
growing up out of the city · plus four homes
Time
Optional
Jasmine off the clock by late 2028
How to read this. Twenty-five more slides cover the four steps, the entity structure + formation sequence + QSBS architecture, the Aither reserve, where we are now, how we make money, sales, investors, hires, the next six months, the bare minimum, the fallback, the risk register, the three scenarios, the long arc, the professional team to engage, and what we decide together. Every slide has chips you can tap for more.
Life by 203203 / 29
The actual life behind the numbers · the qualitative side
What the life actually looks like.
The numbers are the means. This is the end. The life we're going for, year by year.
Two weddings · 2027Lake Como, Italy + an upstate NY celebration.
NYC apartment · 2028Family-size. Walking distance to parks.
Two kids · 2028 + 2030Close to nature, close to grandparents.
Jasmine work-optional · late 2028Off the clock. On Sefid by choice, not need.
Hamptons beach house · 2031After Sefid liquidity hits.
Japan · Karuizawa · 2032Long summers. Real second home.
Greece · 2033-2034The fourth home. Scouting after the wedding.
Non-negotiables, the whole way. Time together, not optimized. Health (sleep, food, sun) never traded. Taste never sold for speed.
Why getting married pays04 / 29
October 2027 isn't just personal · it unlocks the biggest tax + wealth tools
Getting married is also the smartest tax move.
Marriage unlocks tools we can't touch as partners. Most matter for the $25M+ exit by 2032. The wedding date is a tax milestone too — and when we marry, relative to the Sefid priced seed, changes how much exit wealth we can shield.
Filing + income tax
Saves us $20-50k a year.
Joint filing brackets stretch higher · $20-50k/yr saved at our income
Unlimited spousal transfers · §1041 · move cash + equity tax-free between us
$36k/yr combined annual exclusion gifts to kids' trusts
One health plan, one premium · ~$5-15k/yr
Estate + wealth transfer · the big ones
Shields $5-15M+ when we sell.
SLAT — Spousal Lifetime Access Trust · married-only · moves Sefid equity out of Jasmine's estate while David retains access · shields $5-15M+
Federal estate portability · $13.99M each → $27.98M combined exemption · cannot port as singles
Dynasty + GST trust · stack both exemptions · ~$28M generation-skipping potential before the federal sunset (2025-2026 window)
Property + insurance
Cleaner everything.
$500k joint home-sale exclusion · §121 · vs $250k single · matters for NYC apt resale
Joint mortgage qualification · NYC apt 2028 easier to underwrite
ILIT (Irrevocable Life Insurance Trust) · key-person policy on Jasmine · outside the estate
Spousal beneficiary on retirement accounts · 401k/IRA stretch + rollover rights
Timing trap. The Sefid priced seed (Q2-Q3 2027) bumps Sefid's valuation. Moving shares into a SLAT before the seed shields ~5-10× more wealth per dollar of exemption than moving them after. Two options: marry earlier than Oct 2027, or use pre-marriage tools (GRAT, IDGT) to lock low-valuation transfers in ahead of the round. Estate attorney to walk us through it.
The four steps05 / 29
From now through 2032 · in four stages
Four steps to get there.
Each step opens the next. Foundation in 2026. Hand-off and wedding in 2027. Family and growth through 2030. Liquidity and freedom by 2032.
1
Now → end of 2026
Set the foundation.
Suncraft humming on 5-6 clients. Studio Lead hired so I'm not the bottleneck. First Sefid money in the bank. November is our first $50k month at home.
2
2027 · Wedding year
Hand off, raise, marry.
Studio Lead running things on their own. I'm fully on Sefid. Bigger Sefid round closes. Two weddings — Lake Como + upstate NY.
3
2028 → 2030 · Family years
Two kids, a real home.
NYC apartment, two kids, Sefid growing. I'm work-optional by late 2028. Home runs $55-70k/month.
4
2031 → 2032 · The exit
Sell Sefid. Be free.
Sefid exit window opens. $25M+ in the bank. Hamptons beach house. Japan home in 2032. Greece a year or two after.
✳Sunspell
ACT 2 OF 5
Money
$5-15M QSBS at stake. What we have, how we hold it, the tax architecture protecting it.
Sunspell / Suncraft plan · with David · confidentialSection 2
Right now07 / 29
Where we are · June 23, 2026
Suncraft just started. The pipeline is real.
Four paying clients at $110k/month ≈ $1.32M annualized. Today the money is split — Aither C-corp (Jan-July 15) and Suncraft (post-formation). July 15 is the cutover — Aither stops earning, Suncraft starts at $0, all new revenue flows there. 1-2 more prospects likely landing August. Sefid prototype shipped; raise opens August.
$110k
MRR · 4 active clients
~$80k
Cash in bank
~$1.29M
Fidelity · biz + personal
July 15
Suncraft cutover
The Sunspell ventures, today.
Venture
Where it is
What's next
Sun OS
Live The engine all client work runs on
Always on · powers everything
Syncara
Live Running for Agora · all clients next week
Prove out the automation in 30 days
Sefid
Using it Prototype shipped
Jasmine starts daily use next week
Seda
Designing UX build this month
Then physical prototype
Sapour
Beta done Reports working
Polish + marketing push
What changed. Six months ago, every version of 2026 ended in the red. Electio + Loovly are both leaning into extension talks (not churning). Insuit is new. With 1-2 more landing in August, 2026 lands in surplus, not break-even. Cushion stays untouched. First $50k month at home moves to this November.
How it's set up08 / 29
Three companies · one household · shared cash and shared costs
How it's all set up.
Three companies, one household. Each has a job. Each carries its own costs. That's what makes $50k a month at home cheaper than it sounds.
The structure — three legal entities + Sunspell as a brand umbrella.
Suncraft · S-corp
The cash now.
The studio. Real clients, real revenue today. Pays salary + profit share into the household monthly.
Not yet formedFile DE Inc + S-elect within 30 days of start
Sefid · standalone DE C-corp
The long bet.
Owned directly by me, not by Sunspell. Wealth grows here on paper. The real cash hits when Sefid sells in 2031-2032 with §1202 QSBS exclusion.
Not yet formedFile DE C-corp by Aug 1 · §83(b) within 30 days
Aither · C-corp (already exists)
The safety net.
$1.29M cash reserve from earlier wins. Earns yield. Currently held inside a C-corp — tax-inefficient for passive income (21% fed + 8.85% NYC GCT, then dividend tax to get it out).
S-elect committedForm 2553 by March 15, 2027 · Jan 1, 2027 effective · investment sidecar going forward
Sunspell is the brand, not a legal parent. If we made Sunspell a C-corp that owns Sefid, selling Sefid stock at exit puts proceeds in Sunspell first (21% corporate tax + NY), then a dividend taxed again. §1202 QSBS exclusion never reaches me. Worth $5-15M+ to get this right. Each venture (Sefid, Seda, Sapour) is its own standalone DE C-corp owned directly.
How the money moves.
Money in · from Suncraft to household$50k/month from November onwards
Money parked · in Aither C-corp, untouched$1.29M · ~$88k/yr gross yield (net less after C-corp tax)
Money compounding · in Sefid Inc.$7.5M on paper by end of 2027
Costs spread · on each company's card$15-26k/mo of real expenses paid by businesses
Aither C-corp → S-corp, committed. Jan 1, 2027 effective. Drain accumulated E&P via final dividend in late 2026, file Form 2553 by March 15 2027, §1374 BIG window Jan 2027–Jan 2032. After conversion Aither is the investment sidecar · yield pass-through on K-1, no double tax, no PHC. See the Aither's reserves drawer below for the bucket math + 3-step plan.
Formation sequence09 / 29
90-day plan · what gets filed in what order · driven by Sefid Oct 31 close
How we form the entities, in order.
Sunspell and Suncraft aren't formed yet — both are urgent. Sefid hasn't been formed either. Aither already exists as a C-corp and needs its own conversion decision. Order matters: the Oct 31 Sefid pre-seed close is the binding deadline, everything works backward.
1 · July 15
Engage tax attorney + CPA + corporate attorney
QSBS-literate startup tax attorney (Wilson Sonsini, Gunderson, Pillsbury, Fenwick, Cooley). NYC startup CPA. Corporate equity attorney. In parallel. No paper gets filed without them.
Sets foundation
2 · Aug 1
File Sefid Inc. (Delaware C-corp, standalone)
Standalone DE C-corp — NOT a Sunspell subsidiary. Bylaws, board, founder common to me at $0.0001/share. §83(b) filed within 30 days, certified mail. 409A valuation ordered.
QSBS clock starts
3 · Aug 1
Studio Lead starts at Suncraft
Design Director joins. Frees me to move toward Sefid full-time by Q4. Hired ahead of Suncraft S-corp formation; runs through TBD payroll vehicle for 6 weeks.
Pulled forward
4 · Aug 15
File Suncraft Inc. + Form 2553 + NY CT-6 + Sunspell IP-LLC
All three urgent — none exist yet. Suncraft as Delaware Inc., federal S-election within 75 days, NY CT-6 separately (the missed step that kills NY S-status). Sunspell as IP-holding LLC owning Sun OS. RCReports comp study ordered. Valid NY S-corp by Jan 1, 2027 = NY PTET eligible.
Both ASAP
5 · Sept 30
Sun OS license agreement live + matrimonial counsel engaged
Arm's-length §1.482-4 license memo from Sunspell IP-LLC → Suncraft signed (2-6% royalty). Sefid pays nothing. Two NY matrimonial attorneys engaged — prenup drafting begins (6+ months pre-wedding).
Protects exit + marriage
6 · Oct 30
Non-grantor dynasty trust funded with Sefid shares
Estate attorney drafts. DE/SD/NV situs. Gift portion of Sefid founder shares to trust at near-zero valuation (Form 709, qualified appraisal). Separate §1202 taxpayer — additional $15M QSBS exclusion cap.
+$15M QSBS cap
7 · Oct 31
Sefid pre-seed convertible closes
$250-400k. Stock Option Plan adopted before close. ML engineer ISO grant ready for Dec 31. All structural work above is upstream of this date.
The binding deadline
⚠ · Aither
Aither → S-corp committed, effective Jan 1, 2027
Aither stops earning operating revenue July 15, 2026 but doesn't dissolve. Late 2026: drain accumulated C-corp E&P via final dividend so §1375 passive-income trap doesn't apply post-conversion. File Form 2553 by March 15, 2027 (Rev. Proc. 2013-30 late-election relief OK). Jan 1, 2027 onward: investment yield passes through on K-1, no double tax. §1374 BIG window Jan 2027–Jan 2032 — don't sell appreciated VOO during the window.
Needs attorney
— · Sunspell
Sunspell entity — IP-holding LLC for Sun OS, NOT a parent C-corp
A Sunspell C-corp that owns Sefid would forfeit §1202 ($5-15M+ lost). The defensible Sunspell entity is an IP-holding LLC that owns Sun OS IP and licenses it to Suncraft at arm's-length (§1.482-4 memo, 2-6% royalty). Sefid pays no royalty. File the LLC alongside Sefid Inc. + Suncraft Inc.
By Sept 1
Year-one specialist stack: ~$45-65k for legal + tax + planner. See the Professional team drawer below for the named firms and per-specialist budgets.
QSBS architecture10 / 29
§1202 — the single largest tax lever · stacked across entities + trusts
How we keep $10M+ of the Sefid exit tax-free.
§1202 Qualified Small Business Stock — the cleanest federal tax break for tech founders. 100% gain exclusion at 5 years (50% at 3yr, 75% at 4yr under post-OBBBA tiered rules), up to $15M per issuer per shareholder. Get the structure right at formation and most of the Sefid exit pays no federal tax.
The architecture.
Per-issuer cap
$15M
Each standalone DE C-corp gets its own exclusion cap. Stacked with non-grantor trusts as separate taxpayers.
5-year clock
Aug 2026
Starts at founder-share issuance, not company formation. Tacks through gifts to non-grantor trusts under §1202(h)(1).
Active business test
80%
§1202(e)(1)(A) — 80% of assets used in active business. Holding-co structure typically blows this. Standalone preserves it.
Stacking the exclusions.
Me · Sefid Inc.$15M exclusion · founder shares + §83(b)
Me · Seda Inc. (when formed)$15M exclusion · own DE C-corp, not Sunspell sub
Me · Sapour Inc. (when formed)$15M exclusion · own DE C-corp
Total achievable (Sefid alone)$30M federal-tax-free
Total achievable (all three ventures)$60M+ federal-tax-free
Five ways to blow it. (1) Sefid as a Sunspell subsidiary — $5-15M+ lost. (2) Skip §83(b) within 30 days — every vest tranche becomes ordinary income. (3) Convertible note converts before founder shares are issued — issuance date moves and the clock restarts. (4) Sunspell C-corp ever owns Sefid stock — taints active-business test. (5) Cross $50M gross-asset cap before issuance — disqualified, full stop.
Cash audit · July 15 transition11 / 29
What we have · what we do with it · cutover math + asset allocation in one page
The honest cutover · cash today and how it gets allocated.
David, this folds the cash-audit numbers and the investment-allocation strategy into one read. First: what we actually have. Then: where it goes by tax wrapper.
What we have.
David — being precise: Aither stops earning July 15. Everything after that flows to Suncraft, which starts from $0 on July 15. Here's the cash today, what comes in before the switch, and the honest 2026 P&L given the actual timing.
Liquid cash today.
Bank checking~$80k
Fidelity portfolio (business + personal mix · split TBD)~$1.29M
Total liquid today~$1.37M
Pre-July-15 · Aither's final earnings.
Aither revenue YTD already collected~$480k
+ 1-2 final invoices by July 15+$40k
Aither total 2026 revenue~$520k
After July 15$0 — Aither stops earning
Post-July-15 · Suncraft starts at $0.
4 active clients move to Suncraft · Electio + Loovly + Agora + Insuit$110k MRR
+ 1-2 pipeline landings August+$50-60k MRR
Suncraft 2026 revenue · July 15 → Dec 31 (5.5 months)~$800k-$900k
The honest 2026 combined P&L.
Aither (Jan-July 15)~$520k
Suncraft (July 15-Dec 31)~$800-900k
Combined 2026 revenue~$1.32M-$1.42M
Cost base (both entities, full year)~$940k
2026 net~$380-480k surplus
Aither §541 PHC tax becomes urgent the day revenue stops. Once Aither is 100% passive Fidelity yield with zero operating income, it fails the 95% personal holding company income test. Annual December dividend (or §565 consent dividend) required to zero out undistributed PHC income — engage CPA before EOY. Realistic exposure if ignored: $8-13k/yr, growing.
What we still need to know. Exact Fidelity business/personal split (need the Fidelity statement). How much of the $80k bank is Aither operating cash vs household. Whether any 2026 Aither estimated tax has been paid in. These three numbers change the cost-base allocation between Aither and Suncraft for the Jan-July period.
What we do with it · allocation by pool.
Two pools, two different strategies. Business money inside a C-corp wants liquidity + predictable yield (growth gets double-taxed on the way out). Personal money wants long-term growth in tax-efficient wrappers.
Pool 1 · Business Fidelity (Aither portion).
Goal: cushion + predictable yield · not growth. Growth inside a C-corp is double-taxed at realization.
Bucket
What it's in
Target %
Why
Instant cash
Money market (SPAXX)
30-40%
Instant liquidity for surprises · 2-3 months household burn covered
Short Treasuries
SGOV / BIL
40-50%
~4.3% yield · state-tax-free (we don't pay NY on T-bill interest)
NY-tax-exempt munis
NY muni MM (FZSXX) or NY muni ETF
10-20%
Triple-tax-free for NYC residents at high brackets · only worth it on NY-issuer paper
Equity index
Keep low or zero
0-10%
C-corp pays 21% federal + NYC GCT on appreciation when realized · tax-inefficient inside
Two committed actions before the S-election. (1) Late 2026: drain accumulated C-corp E&P via December dividend (or §565 consent dividend). This kills both the final-year §541 PHC exposure AND clears E&P so the post-conversion §1375 passive-income trap doesn't apply. (2) Decide pre-conversion whether to harvest gains on appreciated VOO inside the C-corp (one-time 21% federal hit, then clean S-corp basis), or hold through the §1374 BIG window (Jan 2027–Jan 2032) and sell after. CPA models both before filing Form 2553.
Pool 2 · My personal Fidelity.
Goal: long-term growth in tax-efficient wrappers. Personal money compounds outside the corporate tax cage.
Bucket
What it's in
Target %
Why
Emergency cash
SPAXX / SGOV
5-10%
3-6 month buffer · overlaps with $80k bank · don't double-stack
Global equity index
VOO + VXUS (or VTI + VXUS)
35-45%
Long-term wealth compounding · taxed at LTCG rates, not corp + dividend
Short Treasuries
SGOV / BIL
15-20%
State-tax-free yield · stable allocation
NY municipal bonds
NY muni ETF or direct ladder
10-15%
Triple-tax-free for NYC · meaningful at our bracket
Tax-advantaged
Roth IRA · backdoor Roth · HSA if HDHP
10-15%
Tax-free growth forever · max contributions
Personal-side actions. Max Roth IRA $7,000/yr (or backdoor if income above $230k MFJ). HSA $4,300/yr if we switch to HDHP. At $200k+ taxable account, consider direct indexing for ongoing tax-loss harvesting (Wealthfront or Fidelity FDI) — typically harvests 1-2% per year in losses, worth ~$8-15k/yr in tax savings at our bracket.
Coordination across both pools.
Wash sale rulesSelling at a loss in one pool and rebuying same security within 30 days triggers wash sale · matters across business + personal
Tax-loss harvest annuallyLate Nov / early Dec across both pools · CPA coordinates
Asset location strategyBond yield in tax-advantaged accounts · equity in taxable (LTCG > ordinary) · munis only in taxable
Rebalance once a yearJanuary after tax-loss season · same date for both pools
What this changes about the deck's Aither numbers. Our previous "$1.29M reserve · ~$88k/yr yield" assumed the whole Fidelity was business. The business portion alone (Aither C-corp) might be $400-800k depending on the split. Yield available to the household via Aither dividends is correspondingly smaller — the rest of the $1.29M is my personal money that grows for our long-term wealth, not for monthly cash flow. We need the Fidelity statement to model precisely.
Asset-location rule, one line. Bonds in tax-advantaged (IRA, 401k, HSA). Equity in taxable brokerage. Munis in taxable only. See the Cash audit drawer below for the three open questions on Fidelity / bank splits.
✳Sunspell
ACT 3 OF 5
Budget
$50k/mo is sacred. Here is where it comes from, where it goes, what is left.
Sunspell / Suncraft plan · with David · confidentialSection 3
How we make money13 / 29
Post-July-15 Suncraft P&L · plus the sales targets by year
How the revenue engine pays for everything.
This is the post-July-15 steady-state run rate. Four clients at $110k MRR = $1.32M annualized. Real fixed cost base is roughly $890-940k (team + contractors + me and David). That's $380-430k of surplus at the run rate. 2026 totals are mixed — see the Cash audit slide for the Aither + Suncraft split.
What it costs today.
Team salaries (fixed)
~$360k
Michael $200k · Wayeez $80k (Jim wound down end Q1 2027 · see hiring slide). Before me + David W-2.
Me + David W-2
~$430k
My salary $250k (RC study) · David base $180k + commissions $160-165k on W-2 supplemental. Profit share on top.
Surplus, not break-even. The deck used to chase a $376k break-even bar — that math was built before Insuit landed and before Electio leaned into extension talks. Today's run rate covers the cost base with $380-430k headroom. Every additional contract is pure surplus or accelerated Sunspell venture funding.
Sales targets by year.
Numbers, not vibes. Today's $110k MRR + 1-2 prospects in August already puts us in surplus. Every new logo on top is either household cash or accelerated Sunspell venture funding.
2026 targets.
Electio + Loovly extensions paperedby Aug 15
New logos signed by mid-October2 more on top of Insuit
MRR by Dec 31$140-170k/month
Active clients by Dec 316-7 on retainer
2027 targets.
MRR sustained from Q2 onwards$170-200k/month
Annual revenue run-rate~$2-2.4M
Active clients steady8-10 (Studio Lead + Designer #2 in seat)
New logos in 20274-6 new contracts
Where the $50k actually goes14 / 29
The household pie · $50k after-tax · 11 wedges, each tagged with the card that pays it · click any slice to see card + documentation
Of $50,000/mo after-tax cash: ~$32.7k funds our life, ~$17.3k compounds for us.
The $50k that lands in our joint checking each month is the AFTER-tax personal draw — all federal/NY/NYC withholding and estimateds already happen on the Suncraft side before this number. So $50k IS the spend-and-save bucket. Out of that: ~$35k funds our life (rent + household + my wellness + your personal + our discretionary), and ~$15k compounds (brokerage + HYSA + wedding sinking + backdoor Roth + a DAF wedge). The business cards (Suncraft, Aither, Sunspell) are a separate world — they pay for client work, our healthcare premium, our 401k Safe Harbor — and none of that is in here. This is just us.
Click any slice or legend row · primary card + biz-card portion + tax cite
$50k
per month
NYC rent
Auto-debit / bank transfer
17.4%
$8,700/mo
Day-to-day living (groceries, household, utilities)
Joint personal card
16.0%
$8,000/mo
Jasmine — wellness, beauty, experiences
Jasmine's personal card
20.0%
$10,000/mo
David — personal
David's personal card
8.0%
$4,000/mo
Joint discretionary (date nights, travel, gifts)
Joint personal card
4.0%
$2,000/mo
SAVE — Taxable brokerage (the engine)
Auto-debit / bank transfer
18.0%
$9,000/mo
SAVE — HYSA emergency + lumpy buffer
Auto-debit / bank transfer
4.0%
$2,000/mo
SAVE — Wedding sinking fund (Oct 2027)
Auto-debit / bank transfer
6.0%
$3,000/mo
SAVE — Backdoor Roth holding (Jasmine + David)
Auto-debit / bank transfer
2.0%
$1,000/mo
SAVE — Sefid QSBS founder reserve (post-Aug 2026)
Auto-debit / bank transfer
3.6%
$1,800/mo
Charitable (DAF)
Joint personal card
1.0%
$500/mo
Want the full IN-side breakdown by tax category (W-2 vs accountable plan vs K-1 top-up) and the cards-by-world map? See the $50k income sources + card worlds drawer below.
The $50k by pocket · who pays for what.
Now the OUT side. None of the $50k itself runs through a business card; it IS personal cash. So the real question is which wallet absorbs each slice. Four buckets, all 100% personal: Jasmine personal · David personal · Joint shared · Auto-debit (savings + rent + taxes). The tiny "expensed back" line at the bottom is the only piece that touches a business at all (Suncraft reimburses cell + internet biz portion via accountable plan).
Jasmine personal card
$10,000
20% of $50k
Jasmine wellness, beauty, experiences. Solo only. No reimbursement, no commingling, no biz card.
David personal card
$4,000
8% of $50k
David personal. Solo only. Never touches an entity card · would be a constructive distribution to me.
Joint shared card
$10,500
21% of $50k
Day-to-day $8k + joint discretionary $2k + DAF $0.5k. Chase Sapphire Reserve · the default card when in doubt.
Auto-debit · bank transfer
$25,500
51% of $50k
Rent $8.7k + brokerage $9k + HYSA $2k + wedding sinking $3k + Sefid QSBS reserve $1.8k + Roth holding $1k. ACH from joint checking. No card touches these.
Expensed back · reimbursed by Suncraft
~$100-200/mo
Cell + home internet biz portion. Paid on the joint card. Suncraft reimburses quarterly via accountable plan (§62(c)) with a usage log. The reimbursement check lands back in joint checking, so it's a wash on the $50k. The ONLY piece of the $50k pie that touches a business at all.
Never on a business card · §262 floor
$49,800/mo
Effectively the entire $50k. Rent, household, wellness, your personal, joint discretionary, savings, taxes. Routing any of these to a Suncraft/Aither/Sunspell card = constructive distribution at ~48% combined marginal AND lost entity deduction AND audit red flag. The business cards live in a separate world.
Standing card rules
RULES OF THE ROAD — your post-it for the wallet:
1. JOINT (Chase Sapphire Reserve) is the default. When in doubt, joint. 2. Three categories NEVER touch a business card, full stop: rent + utilities, groceries + cleaner, my wellness/beauty/clothing/gym. §262 + §274(a)(3) + §301/§316 constructive-distribution trap. 3. Your card stays clean of every entity card. You're not a shareholder or employee — entity money flowing to you is a deemed dividend to me. 4. A meal is a Suncraft expense only if (a) bona-fide client/prospect at the table, (b) business discussed, (c) attendees + topic written on the receipt within 60 days (§274(d)). Friend-who-happens-to-be-a-founder ≠ client meal. When in doubt: joint card. 5. Augusta Rule (§280A(g)) is OFF for our NYC apartment — we rent, the statute requires ownership. Unlocks only when we own. The board meetings can still happen; the $30k tax-free claim does not. 6. Cell + home internet biz % is paid on JOINT card, then Suncraft reimburses via accountable plan within 60 days with a usage log. Never swipe the Suncraft Amex for the phone bill. 7. Healthcare premium (~$30k/yr) and 401k Safe Harbor (~$59k/yr) are paid by Suncraft from business cash and ride on Jasmine's W-2 — NOT inside this $50k.
Savings breakdown
HOW THE $50,000 SPLITS — the honest version:
LIFE — $32,700/mo (65.4%) Rent $8,700 + Day-to-day $8,000 + My wellness $10,000 + Your personal $4,000 + Joint discretionary $2,000
SAVE / GIVE — $17,300/mo (34.6%) Brokerage $9,000 (the engine) + HYSA $2,000 (emergency reserve) + Wedding sinking $3,000 (Oct 2027) + Sefid QSBS reserve $1,800 (post-Aug 2026 founder-stock + follow-on) + Backdoor Roth $1,000 (both of us, exec'd every January) + DAF $500
OUTSIDE THIS PIE (business cash flow): 401k Safe Harbor ~$59k/yr (employee + employer), healthcare premium ~$30k/yr (entity-paid, W-2 add-on), Suncraft NY PTET election ~$15k/yr fed savings on the entity side. Add ~$70k/yr of household economic value not visible on this chart.
How this connects to the rest of the deck. This pie sits next to the concierge + cards slides on purpose. Concierge handles the household ops; the cards slide names which plastic pays for what; this pie is the $50k that hits our joint checking each month, AFTER every tax has come out on the business side. The biz cards (Suncraft / Aither / Sunspell) are a separate world — they pay for client work, healthcare premiums, our 401k Safe Harbor, contractor pay. None of that is in this pie. So when I say "put it on Suncraft," I mean it's a real client expense, paid by Suncraft from Suncraft cash — it never came out of our $50k.
Suncraft budget sheet15 / 29
Centerline vs floor · people lines split salary/distribution/expense · G&A on one page
Suncraft budget sheet
David, this is just Suncraft. Sunspell has its own books (Wayeez sits over there and the intercompany fee shows up on Sunspell's income statement). Aither stops earning operating revenue July 15 and becomes an investment-only S-corp effective Jan 1, 2027 (see Aither drawer) · its K-1 yield flows separately and is not in this sheet. Two columns: CENTERLINE at $200k MRR ($2.4M annual) is the 2027 steady-state plan; FLOOR at $140k MRR ($1.68M) is the Q4-26/Q1-27 lower bound from slide 29. Floor column shows what holds (W-2 base salaries, intercompany fee, healthcare, 401(k), legal, insurance, employer payroll taxes) and what flexes (contractors, marketing, software, office, misc, your commission, expense reimbursements). The biggest structural choice on this page is Wayeez sitting on Sunspell payroll and Suncraft reaching her time via one §482-priced intercompany fee · that keeps the IP with the HoldCo and makes our services economics legible. Convention: base salaries shown UNLOADED on the people lines so employer payroll taxes, healthcare, and 401(k) match each live in their own G&A line and never double-count. The K-1 distribution is the residual and absorbs revenue swings · that's the line that moves when MRR moves. Tax cites only where they tighten a rule.
Line
Monthly
Annual
Note · cite
Suncraft client revenue
Cash basis, after the July 15 2026 S-corp cutover.
Suncraft W-2 employee. Head of Engineering / delivery lead. Not a shareholder, so no K-1.
Salary (W-2 base)
$16,667
$200,000
Base salary, semimonthly via Gusto. Ordinary and necessary trade-or-business compensation per §162(a)(1), fully deductible to Suncraft. Eligible for the Safe Harbor 401(k) match. No equity at Suncraft… §162(a)(1); §3121 (FICA)
Distribution (K-1)
$0
$0
Not a shareholder.
Wayeez
Sunspell W-2 employee (NOT Suncraft). Product DRI for Sunos AND Syncara per the hiring restructure on slide 28. Suncraft funds Wayeez indirectly via the intercompany fee below; Suncraft never writes her a paycheck.
Salary (paid by Sunspell, $0 direct to Suncraft P&L)
$0 to Suncraft ($6,667 at Sunspell)
$0 to Suncraft ($80,000 base / ~$92,000 loaded at Sunspell)
Wayeez sits on Sunspell because the Sunos + Syncara IP lives at the HoldCo and the developer should sit with the IP. Suncraft's economic contribution flows through the intercompany services + license … §162(a)(1) at Sunspell; §482 + Reg. §1.482-9; Form 2553 / 8832 election
Distribution (K-1)
$0
$0
Not a Sunspell member with a distribution interest. W-2 employee at Sunspell only.
Expense reimbursement (accountable plan, at Sunspell)
$0 to Suncraft
$0 to Suncraft
Sunspell runs its own accountable plan for Wayeez (cell via Notice 2011-72 Suncraft-paid line, conferences, hardware). Suncraft does NOT reimburse her directly · that would muddy the §482 arm's-length… §62(c) at Sunspell
Raised from the original $250k sketch to $325k after the verification flagged audit risk. At $250k base against ~$1.16M K-1 (~17% W-2 / 83% distribution) the wage-to-distribution ratio sat in the IRS … Watson v. Commissioner, 668 F.3d 1008 (8th Cir. 2012); §3121
Distribution (K-1, residual)
see K-1 line below
see K-1 line below
Variable residual on the dedicated K-1 line below the operating P&L so it reads as the residual it is, not a fixed cost. Pass-through to her 1040 Schedule E as ordinary income; NO FICA / SECA per §140… §1402(a)(2); §1366; Rev. Rul. 59-221
Expense reimbursement (accountable plan)
$1,250 → $1,000
$15,000 → $12,000
Cell + home internet business portion documented at the start of each year via a written business-use percentage of the actual bills, substantiated quarterly against receipts (NOT a fixed $200/mo stip… §62(c); Reg. §1.62-2; Notice 2011-72 (cell)
David
Suncraft W-2 employee. Head of Growth / new business. NOT a shareholder, so NO K-1, NO distributions, NO equity at the operating company. Equity (if any) lives at Sunspell on a separate cap table.
Salary (W-2 base)
$15,000
$180,000
Base salary, semimonthly via Gusto. Eligible for the Safe Harbor 401(k) match. Healthcare: because David is Jasmine's spouse, §318(a)(1) family attribution makes him a >2% shareholder-employee under §… §162(a)(1); §3121; §318(a)(1) family attribution; §1372
Commission (W-2 supplemental wages)
$3,333 → $2,333
$40,000 → $28,000
STRUCTURE (every number ties to one formula): 10% of new ARR landed, i.e. 10% of the annualized contract value of each new MRR dollar booked. Plan target $400k new ARR/yr = ~$33k/mo new MRR equivalent… §3121(d) common-law employee; Rev. Rul. 87-41; §3509; Reg. §31.3402(g)-1 (22% supplemental flat rate)
Distribution (K-1)
$0
$0
Not a Suncraft shareholder. No K-1, no distributions, no operating-company equity.
Expense reimbursement (accountable plan)
$1,000 → $750
$12,000 → $9,000
Client meals (Suncraft Amex Gold per slide 7 · you swipe, Suncraft pays the card directly), business travel for client visits, BD meals + travel. Meals 50% deductible to Suncraft per §274(n) but 100% … §62(c); §274(n) meals; §274(a)(1) entertainment; Reg. §1.62-2
Intercompany · Suncraft pays Sunspell
Master Services + Platform License + Hosting Agreement, §482 arm's-length, three legs priced separately.
Services + license + hosting (Wayeez time + Sunos/Syncara IP + infra)
Employer payroll taxes (FICA + FUTA + NY SUI + NY MCTMT)
$4,170
$50,000
Single line for ALL employer payroll taxes across Michael, Jasmine, David base + commission. Breakdown: SS 6.2% to the $176,100 wage base + Medicare 1.45% uncapped on each (Michael $13.8k, Jasmine $17
Healthcare premiums (S-corp family plan)
$2,500
$30,000
Premiums paid by Suncraft and ADDED to Jasmine's Box 1 W-2 wages (exempt from Box 3/5 FICA per Notice 2008-1), then deducted by her above-the-line on Schedule 1 of the 1040 per §162(l), limited by her
401(k) Safe Harbor · 3% non-elective
$2,100
$25,000
3% non-elective Safe Harbor design under §401(k)(12), chosen over basic-match because it does not depend on employee deferral behavior and avoids ADP/ACP testing. 3% of base wages (Michael $200k + Jas
Coworking memberships + meeting-room credits for client work. Centerline $25k; floor $18k by dropping the shared-space line. No home-office at the entity level; home-office cost routes through the acc
Legal + accounting + payroll
$2,500
$30,000
Gusto or Justworks payroll, fractional CPA (annual 1120-S, quarterly reviews, reasonable-comp memo refresh, §482 transfer-pricing memo refresh), corporate counsel. Holds at the floor · CPA + payroll a
Insurance (E&O, GL, cyber, workers comp, NY PFL)
$1,250
$15,000
Workers comp required by NY statute for any W-2 headcount. E&O required by enterprise clients. NY Paid Family Leave premium (~$1,200) employee-paid but employer-administered, included for cleanlin
Marketing / BD / conferences / travel
$1,670 → $1,000
$20,000 → $12,000
Conference sponsorships, BD travel, content production. Distinct from per-trip reimbursements on people lines. Travel deductible at 100% under §162(a)(2) with §274(d) records. Meals 50% per §274(n). E
True 1099-NEC independents only · set own hours, work for other clients, use own tools. W-9 before first payment; 1099-NEC if ≥$600/yr per §6041A. We do NOT 1099 anyone who functions like an employee
Misc / buffer
$1,260 → $830
$15,000 → $10,000
Bank fees, hardware refresh (<$2,500/item de minimis per Reg. 1.263(a)-1(f)), one-off subscriptions, state filing fees. Buffer for surprises. Centerline $15k; floor $10k.
G&A SUBTOTAL
$26,700 → $21,830
$320,000 → $262,000
K-1 distribution to Jasmine · the residual
No FICA / SECA (§1402(a)(2)). No NIIT (material participation §469). Quarterly in arrears.
$96,500
Floor: $42,800
$1,158,000
Floor: $514,000
Operating leverage: revenue down 30% → K-1 down 56% (85% of cost stack is committed). §1402(a)(2) · §469 · §1368
Arithmetic check. CENTERLINE ($2,400k revenue): 2,400 minus Michael $200 minus Jasmine W-2 $325 minus Jasmine reimb $15 minus David W-2 $180 minus David commission $40 minus David reimb $12 minus Intercompany to Sunspell $150 minus G&A subtotal $320 minus K-1 to Jasmine $1,158 = $0. Total operating costs $1,242k; profit before K-1 $1,158k; K-1 absorbs the residual. RECONCILES TO ZERO. FLOOR ($1,680k revenue): 1,680 minus Michael $200 minus Jasmine W-2 $325 (holds) minus Jasmine reimb $12 minus David W-2 $180 (holds) minus David commission $28 minus David reimb $9 minus Intercompany $150 (holds, contractual) minus G&A subtotal $262 minus K-1 to Jasmine $514 = $0. Total operating costs $1,166k; profit before K-1 $514k. RECONCILES TO ZERO. Operating leverage read: revenue drops 30% ($2.4M → $1.68M), K-1 drops 56% ($1,158k → $514k), because ~85% of the cost stack is committed (W-2 bases, employer payroll taxes, healthcare, 401k, legal, insurance, intercompany fee). $58k of G&A flex + $12k of David commission flex + $3k of reimbursement flex = $73k of variable cost; the rest is locked. That is why $200k MRR is the plan and $140k MRR is the floor we do not sit at. STRETCH ($2,880k): K-1 climbs to ~$1,638k since the cost stack does not step until $300k+ MRR triggers the next hire.
Household tie-back · how the $50k actually shows up. "David, here's how this lands in joint checking. Convention: combined-ordinary-income stack on a joint 1040, not separate W-2 vs K-1 effective rates (the marginal stack is what's real). CENTERLINE: My W-2 gross $325k. Employee FICA $16,306 (6.2% × $176,100 SS wage base = $10,918, plus 1.45% Medicare × $325k = $4,713, plus 0.9% Additional Medicare on $75k over the $250k joint threshold = $675). Federal effective on the W-2 slice within the combined $1.483M stack is ~26% post-deduction = ~$84k. NY state ~6.85% = ~$22k. W-2 net ~$203k/yr (~$16.9k/mo). K-1 of $1,158k is ordinary income on Schedule E, NO FICA per §1402(a)(2), NO NIIT per §1411(c)(2) because I materially participate (>500 hrs/yr in Suncraft activities, contemporaneous calendar logs · this is load-bearing and saves ~$44k/yr at centerline; if material participation slips, NIIT hits and household drops). NO §199A QBI: Suncraft is an SSTB (consulting) and we're far past the joint phase-out ceiling. NY PTET election under Tax Law §860 (Suncraft pays NY tax on K-1 at the entity level by March 15 deadline, federal SALT-cap workaround) saves ~$45k federal at centerline · already baked in. Blended effective on the K-1 slice ~41% combined (37% federal marginal + 6.85% NY, less PTET federal benefit). K-1 net ~$683k/yr (~$56.9k/mo). HOUSEHOLD CENTERLINE: $203k + $683k = $886k/yr = ~$73.8k/mo into joint. Clears the $50k/mo target by ~$23.8k/mo of cushion · that's where tax reserves, personal savings rate, and the Sunspell venture-capitalization bucket come from. PLUS your separate Suncraft W-2 stream ($180k base + $40k commission + $12k tax-free reimbursement) is its own household-cash line on top, not duplicated here. FLOOR CASE ($140k MRR): K-1 compresses to $514k/yr. Same blended rate ~40% (slightly lower since stack is smaller) = K-1 net ~$308k. Household: $203k + $308k = $511k/yr = ~$42.6k/mo, ~$7.4k/mo BELOW the joint-checking target. Floor lever: throttle the $60k contractor line + $20k marketing line (collectively $80k = $6.7k/mo of restored profit), which gets us back to ~$49k/mo · at the line but not over. The honest read: $140k MRR is survival, not steady-state. We run to $200k MRR. If pipeline slips two consecutive quarters we have the conversation about either accelerating new MRR via your commission engine, slowing personal savings, or tapping reserves; we do NOT cut my W-2 below the Watson floor to lift the K-1, ever."
Sign-off items before July 15 formation. David, this is the honest version. The centerline is what we run to. The floor is what we survive. The K-1 line is the residual, which is also why I keep my W-2 high enough to defend under Watson and material-participation logs current enough to keep the K-1 out of NIIT. Everything else is plumbing. Sign-off items before July 15 formation: confirm Sunspell tax election (S-corp via Form 2553 or multi-member partnership) so the intercompany fee actually moves income to a separate taxpayer; sign the §482 master services + platform license + hosting agreement with the three legs priced separately; adopt the written accountable plan by board resolution; commission the RCReports reasonable-comp study; elect NY PTET by March 15. None of these are optional.
Household wealth trajectory16 / 29
What the SAVE wedge from the pie compounds into · pre-Sefid floor
The wealth floor — what $17.3k/mo of savings becomes by 2031.
The pie on the prior slide is the monthly view. This slide is the long view. $17.3k/mo of SAVE in the pie + business-side benefits (401k Safe Harbor, healthcare via S-corp, NY PTET election) compound into a household floor that doesn't depend on whether Sefid hits. The Sefid exit is upside on top — not the foundation under it.
What compounds, by source.
Year-1 SAVE from the pie (Nov 2026 → Oct 2027)~$208k
5-year cumulative through 2031 · $208k/yr at 5% blended return~$1.15M
Plus 401k Safe Harbor ($59k/yr pre-tax, outside the pie) compounded+$340k
Augusta Rule (CONDITIONAL — only if we buy a home; we currently rent)$0 unless we own
Suncraft equity build (services firm value at exit)+$0.5–2M
Household wealth floor by end of 2031 · before any Sefid exit~$2.0M+
The dial — discretionary tightening vs. SAVE.
Trim wellness $2k/mo
+$24k/yr to SAVE
Wellness slice drops $10k → $8k. Brokerage absorbs the $2k. Over 5 years: +$130k household wealth. Cost: fewer facials.
Combined: +$200k household wealth by end of 2031. The dial we can flex.
The wealth-building floor. The Sefid exit is the upside; this slide is the bedrock. Disciplined SAVE + 401k Safe Harbor + Suncraft equity gets us to ~$2M+ in household wealth by 2031 even if Sefid is a complete miss. That's what makes the plan resilient.
Augusta Rule reality check. The earlier "$30k/yr tax-free" claim required us to OWN our residence — §280A(g) is statutorily limited to dwellings the taxpayer uses as residence AND owns. We currently rent, so the Augusta lever is inactive until we buy. If we do buy, the lever returns ~$30k/yr × 5 = +$150k tax-free across the window — but with a 14-day-per-dwelling cap and Sinopoli substantiation requirements.
✳Sunspell
ACT 4 OF 5
Roadmap
Five essentials. The four bets, the futures we are picking between, the funders.
Sunspell / Suncraft plan · with David · confidentialSection 4
The four venture bets18 / 29
Sefid · Syncara · Seda · Sapour · each with tagline, confidence, link to its own deck
The four bets, one page.
David, you have foundation decks for each of these (linked on each card). This slide is the at-a-glance read of the four bets together: what each one is, my confidence, and where to dig in. Setara is internal leverage, not a bet (it powers the others). The four below are the external story.
Sefid · confidence 40%
"The export format for your judgment, before it walks out the door."
Every other venture sharpens the engine. Sefid becomes a real company....
Built originally for Suncraft client work — the room where the proposal, contract, weekly updates, and deliverables all live. Live with Agora today, all clients...
How they fit together. Sefid is the long bet (QSBS exit thesis, 5-year clock). Syncara is the sleeper SaaS (already live with Suncraft + Agora). Seda is the highest-variance consumer bet (mirror for voice, feeds Sefid). Sapour is the dark horse riding a real tailwind (Soho House saturation). The Studio (Suncraft) pays the bills while these compound.
Confidence + EV · why Sefid still leads19 / 29
Side-by-side confidence + climate + EV math · one conclusion: Sefid leads, Sapour gets accelerated
The honest portfolio read.
Confidence + climate, side by side.
Aspirational language is everywhere in venture decks. Here's the version where I'm honest about what the climate, the market, and the data actually say — across all five bets, side by side. If David asks "do you actually believe this," this is the slide.
Confidence by venture.
Venture
Bet thesis
Confidence on the thesis
Climate read
Sefid
$25M+ exit by 2032
40%
Mixed · counter-positioned vs AI fatigue · crowded orbit
Syncara
$300-500k ARR by 2028
65%
Strong · agency-SaaS wave + we're our own proof
Seda
$1M ARR by 2029
25%
Mixed · voice AI mature, but consumer hardware is a 2026 graveyard
Sapour
$500k ARR by 2028
50%
Very strong · premium curated category wave at our back
4 · Setara (operational leverage)Non-dollar value · enables everything else
5 · Seda (highest variance)Either ~$0 or acquisition windfall · binary outcome
What this changes about the plan. Sefid is still the lead bet — but it's the bet, not the certainty. Syncara is genuinely underrated and may end up being the steadier revenue source. Seda needs the most scrutiny and may need a "should we keep going?" check by end of 2026. Sapour is the dark horse cultural play. Setara is leverage, not a bet — stop calling it a bet externally.
EV math · same conclusion at finer resolution.
Fair pushback. The answer is expected value, not raw confidence. Sefid's upside × probability is 10-30× Sapour's even when Sapour's probability is higher. But that doesn't mean Sapour gets what it deserves under the current plan — and you're right to flag it.
The math, side by side.
Bet
Confidence
Wealth contribution if it hits
Expected value
Sefid · QSBS exit
40%
$25-50M
$10-20M
Syncara · SaaS + acquisition optionality
65%
$3-10M
$2-6.5M
Sapour · membership + B2B chemistry
50%
$1-3M cumulative
$500k-1.5M
Seda · acquihire windfall
25%
$3-15M (binary)
$750k-3.75M
Setara · internal leverage only
80%
non-dollar value
—
Why Sefid still leads. Even at 40% confidence, Sefid's expected dollar value is ~10× Sapour's. The QSBS structure (standalone DE C-corp, §1202, $30M federal-tax-free) is purpose-built for Sefid's exit shape — it doesn't translate to an events/membership business. My time is the seed dataset for Sefid; Sapour can be operated by someone else. Expected value × structural tax advantage × my dogfooding fit = lead bet.
But you're right that Sapour is underserved. The fix.
Move 1
Dedicated Sapour operator
Hire a Sapour-specific venture lead in Q4 2026 (not "TBD"). Runs polish, marketing, first cohort, brand. Frees Sapour from my time-bottleneck.
Move 2
Accelerated launch
First curated event Q4 2026 (not Q1 2027). Sapour rides the post-summer NYC + LA cultural moment. Membership soft-launch Q1 2027.
Move 3
Sapour-specific raise
Separate $150-300k pre-seed for Sapour by Q1 2027. Brand + curated-events angels, not deep-tech VCs. Different audience than Sefid.
The combined plan. My attention stays on Sefid (the lead bet). Sapour gets the resources and operator it deserves to run in parallel. The cultural tailwind is real and we shouldn't waste it — but we also shouldn't trade $10-20M of expected Sefid value for $500k-1.5M of expected Sapour value. Both, not either.
Investors for Sefid20 / 29
Pre-seed first ($250-400k) · then priced seed ($2.5-3M) in 2027
Who funds Sefid, and when.
Sefid raises its own money. The first round opens in August, closes in October. I own the pitch + the deck. David sources fit + opens warm doors — judging which Aither LPs, ex-Partiful designers, product founders match the bet. The earlier this lands, the less Suncraft has to subsidize Sunspell venture costs — every month sooner is ~$30-50k of surplus that stays in the household. Also pursuing grants for Sunspell as a venture studio.
The first round.
Size
$250-400k
Convertible note. ~10-15 checks at $15-50k each. Funds the technical hire and me on Sefid full-time through Q2 2027.
Timing
Aug → Oct
Deck + conversations start August. First commitments mid-September. Closes October 31.
Audience
Tastemakers
Designers, product founders, brand leaders. People who feel the problem in their gut, not generalists.
Who we go to, in order.
1 · Aither LPs already warm to Jasmine~8-10 conversations · first asks
2 · Designer-founders Jasmine has worked withPartiful, Spotify, Make, Ursa Major alumni
3 · Product-led investors who get judgment-captureSpecific angels · referrals from #1 + #2
4 · Brand + media voices that move the room1-2 names to anchor signal · saved for late in the round
The priced seed comes later. $2.5-3M in Q2-Q3 2027, after the trace log is live and the scoreboard has six months of data. Different audience — VCs and strategic angels. Different conversation.
Three scenarios21 / 29
Three honest reads · based on how many of the five essentials hit
Ideal · Plan B · Plan C.
Three futures, depending on how many of the five essentials land. Each one is real. Each one has its own wedding, cushion, and long arc.
Ideal · if all 5 hit
The plan, on schedule.
$50k/mo from November · sustained
Aither stays whole · $1.29M
Two weddings $200-250k · Lake Como + upstate NY
Sefid priced seed lands Q2-Q3 2027
2032: $25M+ · four homes
Plan B · if 2-3 of 5 hit
Slower, leaner, intact.
$40-50k/mo · gappy through Q1 2027
Aither dips to ~$1.05M
Wedding $150-200k
Sefid priced seed pushes to Q3-Q4 2027
2032: $15-20M · three homes
Plan C · if 0-1 of 5 hits
Reset. Big bets paused.
Income drops to $25-35k/mo
Aither drops to $500-700k
Wedding postponed or $50-100k
Sefid pre-seed fails · ML hire stalls
2032: back to 2025 footing
We'll know which one by December. By the end of 2026, the 5 essentials are done or they're not. That's when we know which scenario we're in.
✳Sunspell
ACT 5 OF 5
How we get there
David owns inflow. Lanes, hires, risks, decisions.
Sunspell / Suncraft plan · with David · confidentialSection 5
Sales playbook23 / 29
Who we target · how deals shape · what we want by year-end
Your playbook, and the targets.
You're the BD lead on both sides. Suncraft: design retainers — brand, product, marketing, strategy. Sefid: identifying investor fit + qualifying enterprise pilot leads from your rolodex. Your judgment on who's a good fit for what is the real asset — at Suncraft for clients, at Sefid for early users + investors.
Why you on Sefid too. You're great at reading whether someone's a fit — for the work, for the bet, for the room. That's exactly what Sefid's pre-seed needs: investors who feel the problem in their gut. And once enterprise pilots open in 2027-2028, the same judgment matters for which founders / senior operators get early access. You're not "selling" Sefid (SEC §15(a) bars commission tied to securities) — you're sourcing fit. Compensation stays inside your existing Suncraft W-2 role for Sefid intros.
Who we target.
Stage
Series A → B
Funded enough to spend $25-30k a month on craft. Not big enough to have an in-house team.
Founder type
Taste-first
Treats brand and product as one thing. Wants category-defining design, not generic agency work.
Lead source
Warm
My portfolio + network drives most of the inbound. Your job: convert those, plus work your own network.
How deals shape.
Retainer · the main shape$25-30k/month · 6 months minimum
Project · one-shots like Athena$30-80k · 6-12 weeks
Average year-one revenue per client~$300k
Real contract length (with extensions)~9-10 months
Who owns what24 / 29
Areas of clear ownership · plus the action each of us can take to win
Who owns what, and how each of us wins.
Clear lanes stop fights and slips. Most things have one owner. A few we share. Each lane has one action — what the owner does this year to make the plan more likely.
Jasmine owns
Suncraft delivery + taste (until Studio Lead)
Sefid product, roadmap, and brand
Sun OS + Syncara engine
All hiring sign-offs · all design hires
Action this year
· Sefid pre-seed deck locked by Aug 15
· Suncraft delivery handed off cleanly by Dec 1
· Hold brand + taste discipline across every venture
David owns
Suncraft BD pipeline + new logos
Client relationships (post Studio Lead)
Sefid investor fit + warm intros (under W-2, no commission)
Sefid enterprise pilot lead qualification (from 2027)
Aither reserve oversight + Fidelity
P&L discipline · margin · vendor calls
Action this year
· Close 3+ of 4 pipeline projects by mid-Oct
· Build a 30-name warm investor list for Sefid (judge fit, not just rolodex)
· Keep Suncraft margin above 35% — no scope creep
Shared — we decide together.
Studio Lead hireFinal call jointly · Jasmine on taste fit · David on operational lift
Sefid pre-seed approachesJasmine writes the deck · David opens warm doors
Big strategic spend ($25k+)Joint sign-off · documented in shared Notion
Big client pitches + comp negotiationsBoth present · both negotiate
Helpers, not owners. CPA (S-corp + tax). Tax attorney (entity work). Recruiter (Studio Lead). Lawyer (contracts + IP). Each one owns a deliverable, not a decision.
Hiring goals25 / 29
Slide 28 · the team that ships
Three venture surfaces, three founding builders, one founder-brand operator, one platform spine.
The old slide listed roles. This one names owners. Every product surface has one person whose name sits on it; every hire is gated on the capital event that funds it; every offer waits for its check to clear before it is signed. Sunspell HoldCo carries less than $90k of net new annual burn through full ramp.
Who owns what · the new ownership map.
Sefid (memory / Safi review layer)
Design Engineer · Sefid (new hire) · product DRI. Reports to Jasmine through HoldCo until pre-seed close; transitions to Sefid C-corp board on close.
First-dollar-of-pre-seed hire who owns the daily review surface end-to-end. Jasmine is product lead only until close, then steps back to founder/board.
Sapour (scent / curated singles)
Design Engineer · Sapour (new hire) · product DRI. Reports to Jasmine. Jasmine carries Sapour product directly in the gap between summer handoff and DE start (summer intern support continues internally).
Taste-driven product needs one builder who owns craft and category together. Cannot be contracted out.
Seda (voice / wellness)
Design Engineer · Seda (new hire) · product DRI. Reports to Jasmine.
Replaces the ML-engineer placeholder with a permanent product owner. Voice and wellness surface needs design hands, not model training. ML stays contracted.
Sunos (Suncraft internal OS + design system)
Wayeez · product DRI (decides what ships, owns the roadmap). Michael · engineering partner at ~30% allocation (owns how it runs; escalation on infra).
Internal OS and design system already lives in Wayeez's hands; formalize the DRI. Michael's allocation is fractional so his Suncraft delivery time is visible.
Wayeez · product DRI (decides what ships). Michael · engineering partner at ~50%, ramps to 100% on SaaS spin.
Syncara reuses Sunos primitives; same DRI keeps the spine coherent. Naming Wayeez as DRI now positions her to lead the SaaS spin cleanly.
Suncraft client delivery (studio engagements)
David · DRI (client P&L + relationship anchor). Michael · engineering support (~20% allocation, shared with Sunos/Syncara). Jasmine off client delivery by Q2 2027.
Design engineers cover product; Wayeez covers platform; David anchors delivery. No Studio Lead role re-imported by this slide. Studio Lead is a separate question for David to weigh in on (see closing note).
Founder Brand + Growth Lead (new hire) · audience and channel DRI. Reports to Jasmine.
One operator runs Jasmine's IG/LinkedIn + brand social + audience/channel execution across every venture. Per-venture product positioning stays with Jasmine + each DE · this hire owns reach, not message.
Trigger. Target start Q2 2027. Gated on Sefid pre-seed close (≥ $2M) AND 18 months of fully-loaded comp committed in round. If pre-seed slips past Q1 2027, HoldCo bridge offer letter holds the candidate at same comp + 0.5% HoldCo grant convertible 1:1 to Sefid ISO at close.
Funding. Sefid pre-seed (venture-funded). Lands on Sefid C-corp P&L from close forward; any pre-close bridge sits on HoldCo and is reimbursed by Sefid NewCo at close (papered at offer signing to protect QSBS).
Why now. First dollar of Sefid pre-seed funds the founding builder. Sefid cannot ship the daily-review surface without a permanent product owner; Jasmine stays product lead only until close.
Comp
$250-300k base + $25-40k signing
Equity
1.5-3.0% ISO in Sefid C-corp at pre-seed close, 4yr / 1yr cliff, double-trigger acceleration, early-exercise eligible, refresh at year 3 sized to maintain founding-engineer ownership through Series A. Grant on fully-diluted post-money basis.
Trigger. Target start Q3 2027. Gated on EITHER signed Sapour pre-seed term sheet OR board-approved $500k HoldCo capital contribution (18 months loaded comp) into Sapour cost center.
Funding. Until Sapour C-corp exists: Sunspell HoldCo capital contribution into a Sapour-tagged cost center (NOT a Suncraft services transfer · preserves QSBS and clean cost pools). At incorporation: Sapour seed.
Why now. Sapour is closest to a paying audience. Replaces Seogyeong's summer handoff with permanent ownership; taste-driven product cannot be contracted out.
Comp
$240-290k base + $25-40k signing
Equity
Day-one: Sunspell HoldCo grant of 0.5-1.0% (RSU or NSO, 4yr / 1yr cliff). Conversion right at Sapour C-corp incorporation: rolls 1:1 into 2.0-3.0% Sapour ISO, cliff credit retained, granted at NewCo 409A. Bridge payroll reimbursed by Sapour NewCo at incorporation (cash or founder stock), papered at offer signing.
Trigger. Target start Q4 2027. Gated on EITHER first $50k of Seda cohort revenue OR board-approved $500k HoldCo capital contribution. Jim's role does NOT gate this hire; transition is on its own clock.
Funding. Until Seda C-corp exists: Sunspell HoldCo capital contribution into a Seda-tagged cost center. At incorporation: Seda seed or cohort revenue.
Why now. Replaces the old ML-engineer placeholder, which was wrong-shaped. Seda is voice and wellness; the surface needs a product hand, not a model trainer. ML work stays contracted or comes later.
Comp
$240-290k base + $25-40k signing
Equity
Day-one: Sunspell HoldCo grant of 0.5-1.0% (RSU or NSO, 4yr / 1yr cliff). Conversion right at Seda C-corp incorporation: rolls 1:1 into 2.0-3.0% Seda ISO, cliff credit retained, granted at NewCo 409A. Bridge payroll reimbursed by Seda NewCo at incorporation (cash or founder stock), papered at offer signing.
4
Founder Brand + Growth Lead
Jasmine founder presence (IG + LinkedIn + essays) + Sunspell / Suncraft brand social + audience and channel execution across all venture surfaces
Senior IC (5-8 yr), creator-economy fluent, content-first operator who can also run paid and lifecycle. Owns audience and channel execution, NOT per-venture product positioning (that stays with Jasmine + each DE).
Trigger. Open req now. Offer extended only when EITHER Suncraft trailing-3-month contribution margin covers loaded comp ($230k/yr) OR Sunspell HoldCo raise closes. Search runs against the cash gate, not the calendar.
Funding. Sunspell HoldCo (ivory bar only). 100% on HoldCo payroll. Suncraft and the ventures benefit but do not pay; no intercompany allocation until a formal MSA exists post-Sefid close. Preserves QSBS on Sefid.
Why now. Distribution is the bottleneck on every venture's GTM. One senior operator owns founder channel + brand voice; per-venture growth strategists come later when each venture raises. Until then per-venture positioning stays with Jasmine + each DE.
Comp
$160-200k base + $15-25k signing
Equity
0.5-1.0% in Sunspell HoldCo, 4yr / 1yr cliff, double-trigger acceleration, with pro-rata participation rights in each venture entity at first priced round.
Jim transition. Jim transitions off payroll end of Q1 2027 on a fixed date, independent of the Seda Design Engineer timeline. We are aligning him with a 60-day defined handoff window through end of Q3 2026 planning, a bridge contract available through Q2 2027 if Seda DE has not started, fair severance (estimated $12-18k all-in, ≤2 months base + COBRA bridge, absorbed by HoldCo in Q1 2027 and not affecting steady-state numbers above), and a warm reference. This is a shape question, not a performance question · the venture-ownership model does not have a seat for the role he is in now. Jasmine has the conversation with Jim before this slide leaves her laptop. Lucy is not on the deck and stays off it; handled separately, off-deck.
Payroll delta · honest version. Today (full cost base, matches slide 37 footer): Jasmine W-2 ~$250k + David base $180k + commissions $160-165k + Michael $200k + Wayeez $80k + Jim $80k + contractors $120k + ~$80k other ≈ $1.15M/yr. || Steady state (Jim out, four hires landed, each gated on its capital event): ~$2.43M/yr (≈2.1x total cost base). Of the +$1.28M delta, only ~$86k/yr lands on Sunspell HoldCo as net new burn (Founder Brand + Growth Lead $230k loaded, less Jim wind-down $86k loaded). The three Design Engineers (~$910k loaded combined) are funded by venture capital events · Sefid pre-seed and Sunspell HoldCo capital contributions to Sapour/Seda cost centers · and convert to NewCo P&L at incorporation. || Hard rule: no offer signed before its funding source closes. Slippage on a round = slippage on the hire, not burn on HoldCo. Worst-case bridge exposure (both Sapour and Seda DEs on HoldCo cost-center while seeds slip): up to ~$500k/yr peak; the gate ($500k committed per hire, 18 months loaded) is what prevents this from compounding.
Project manager · Setara replaces the role. No PM hire scheduled. Setara · our internal orchestration spinout, currently in build · is the bet that orchestration can be automated across ventures. We re-evaluate at one of two clear signals: (a) Setara is coordinating across three or more active ventures without manual rescue by end of Q3 2027, in which case we never hire here; or (b) Setara stalls or the venture ramp outpaces what one orchestration layer can hold, in which case we hire ONE senior operations lead (Chief of Staff / Head of Ops, band TBD at trigger, Sunspell-funded) · not a layer. Treat as trigger-based, not scheduled.
This is the team that ships 2032. This is the team that ships the 2032 outcome. Three design engineers own the three venture surfaces end-to-end. Wayeez runs the Suncraft platform spine that every studio engagement and every venture sits on. One growth operator turns founder presence into per-venture audience. Jim's role transitions out cleanly because the shape of the org changed, not because of him. The math holds because every venture hire is funded by the venture's own capital event before the offer is signed · Sunspell HoldCo carries less than $90k of net new annual burn until those events close. We are not over-hiring against hope; we are pre-committing the right ownership so each capital event lands on a person already chosen.
The scoreboard · quarter by quarter26 / 29
Hiring budget and your accountability · quarter by quarter
What it takes to fund the hires. What you bring in to make it work.
David, this is the plan as a centerline. Each quarter shows the revenue we are assuming, the funding events we need to land, the hires that fall in that window, and the explicit gap you need to close to keep the household line untouched AND get the offer extended on time. The $50k a month to our checking is the only number that does not move. Everything else is yours to engineer.
The household line is sacred. $50k/mo to our checking is sacred · $600k/yr · drawn before any hire is funded · zero exceptions. One-time setup: operating account seeded with $350k from Fidelity at the July 15 cutover (Suncraft startup capital). Fidelity after seed ~$940k; household-side reserve. After this seed the $50k/mo household draw begins immediately and is never interrupted by a hire decision.
Quarter by quarter.
Q3 2026 · Jul-Sep · Suncraft cutover
Revenue in
Suncraft client cash $330-420k (Jul $110k · Aug $110-140k · Sep $110-170k as 1-2 named August pipeline deals land). Aither C-corp tail through Jul 15 ~$60k. Total inflow midpoint ~$450k. David's committed number: hold the existing $110k MRR base AND close 1 named pipeline deal by Aug 31 at $25k+ MRR.
Funding
None modeled in-quarter. Sefid pre-seed conversations begin (David + Jasmine build target list of 20-25 funds + angels; deck v1 + data room by Sep 30). Sunspell HoldCo grant application submitted by Jul 31.
Hires landing
No new hire lands in Q3. Founder Brand + Growth Lead req stays open; offer extended only when Suncraft forward-looking 3-mo MRR × contribution margin clears ~$19.2k/mo loaded gate. Honest gate-check date is Oct 15 (cutover is Jul 15, so end-Aug has no real trailing-3-mo data). Target start Nov 1 if gate clears.
Comp detail
No new hire on payroll. Existing team loaded 1.15x. David: $180k base + 10% commission on new contracts (paid monthly as MRR lands). Loaded comp footnote: 1.15x assumes FICA + benefits + Solo 401k. Jasmine to confirm with payroll provider before any senior offer extends; senior DE actual load may run 1.20-1.25x.
Monthly burn
~$177k/mo operating burn. Components: household $50k + existing team loaded $42k (Michael + Wayeez + Jim + contractors $10k) + Jasmine W-2 $21k + David base + commission cash $28k + biz cards $20k + monthly tax accrual $16k (Sep 15 lump payment ~$47k hits this quarter). Quarter burn ~$531k.
Cash at end
Operating account: seeded with $350k from Fidelity Jul 15 + $450k inflow - $531k burn = ~$269k end-Sep. Fidelity after seed: ~$940k untouched. Household: $50k drawn every month, intact.
David's gap
REVENUE: close 1 named pipeline deal at $25k+ MRR by Aug 15 (gives 60-day forward run-rate proof for the Oct 15 Founder Brand gate). FUNDING: Sefid investor target list named + first 5 warm intros taken by Sep 30. HoldCo grant application submitted by Jul 31. If August deal slips: Founder Brand offer slips to Dec or Q1 27. Household stays intact either way.
Suncraft client cash $420-540k (3 mo at $140-180k MRR depending on whether 1 or 2 of the August deals closed and held). David's committed number: hold $140k+ MRR floor; stretch to $170k. Show two cases: PLAN $510k at $170k MRR · FLOOR $420k at $140k MRR.
Funding
Sefid pre-seed term sheet target by Dec 15 (David-led raise, 15 first meetings + 5 second meetings target this quarter). HoldCo grant decision expected; not yet modeled as landed.
Hires landing
Founder Brand + Growth Lead starts Nov 1 IF Oct 15 gate clears. $180k base × 1.15 = $207k loaded ongoing + $20k signing one-time = $227k Y1 cash. Monthly run-rate $17.3k/mo. Nov + Dec on payroll = ~$35k + $20k signing one-time.
~$177k/mo Oct (no new hire yet) · ~$214k/mo Nov-Dec (Founder Brand on, $17.3k/mo loaded + $20k signing booked Nov). Quarter burn ~$605k including signing.
Cash at end
PLAN case ($510k revenue): $269k start + $510k - $605k = ~$174k operating end-Dec. FLOOR case ($420k): ~$84k operating end-Dec, no Fidelity draw needed yet. Fidelity untouched at $940k. Sefid entity not yet funded.
David's gap
REVENUE: hold $140k MRR minimum; stretch to $170k. FUNDING: Sefid term sheet signed by Dec 15 (this is THE Q4 deliverable, sets up Q1 close). HoldCo grant closed by Dec 31. If MRR drops below $140k: Founder Brand stays, but Q1 27 Sefid DE offer slips until pre-seed actually closes. If Sefid term sheet slips past Dec 15: Sefid DE start moves from Q1 27 to Q2 27.
Q1 2027 · Jan-Mar · Sefid pre-seed closes; Jim winds down
Revenue in
Suncraft client cash $420-540k (steady at $140-180k MRR). David's committed number: hold $160k MRR sustained for 3 months (the contribution-margin proof point Sefid investors will diligence). New-logo target: 1 expansion or new logo at $15-20k MRR cushion to buffer the Sefid DE ramp.
Funding
Sefid pre-seed CLOSES $2M target by Mar 31 (lands in Sefid entity, ring-fenced; funds Sefid DE comp + signing + 18-mo Sefid runway). Use of funds: $316k DE Y1 loaded + $32k signing + $200k Sefid product/infra + $1.45M cushion. If pre-seed slips to April: HoldCo bridges up to $300k from Fidelity trim to keep Sefid DE start on schedule, or Sefid DE pushes to Q2.
Jim off payroll end of Mar 31. Severance ~$15k all-in absorbed by HoldCo (not operating). Jasmine owns the Jim conversation by Feb 15; David briefed beforehand.
Comp detail
Founder Brand $17.3k/mo × 3 = ~$52k Q1 from operating. Jim through Mar 31: $80k/yr ÷ 12 = $6.67k/mo × 3 = ~$20k Q1. Sefid DE: $32k signing + $26.4k March partial = ~$58k from Sefid entity. Jim severance $15k from HoldCo.
Monthly burn
~$214k/mo Jan-Mar (Founder Brand fully loaded, Jim still on full quarter). Jim severance $15k one-time end of Mar from HoldCo. Q2 onward burn drops to ~$207k/mo (Jim off). Quarter operating burn ~$642k including severance carved to HoldCo, ~$627k from operating. Jan 15 tax lump ~$47k hits this quarter.
FUNDING: Sefid pre-seed signed and wired by Mar 31. This is non-negotiable. REVENUE: hold $160k MRR sustained 3 months. CONSEQUENCE OF MISS: Sefid pre-seed slip past Mar 31 means either (a) Jasmine approves up to $300k Fidelity trim as HoldCo bridge so Sefid DE starts on schedule, OR (b) Sefid DE start slips to Q3. David's call on which lever to pull. If MRR drops below $140k AND pre-seed slips: both deferred.
Q2-Q4 2027 · Apr-Dec · Sefid DE on; Sapour + Seda land if their gates clear
Revenue in
Suncraft client cash $1.62-2.16M (9 mo at $180-240k MRR; PLAN target $200k+ MRR exit rate by Dec 27). Retention assumption: 90% logo retention, 95% net revenue retention. Holding $200k MRR requires ~$25k/qtr gross new MRR to offset assumed churn (one new client every ~60 days). David's commission scales with new MRR. David's committed number: $200k MRR exit rate by Dec 31 2027.
Funding
Sapour pre-seed PRIMARY path: target close Jun 30 2027 ($1.5-2M into Sapour entity). FALLBACK: if not closed by Jun 30, HoldCo $500k bridge auto-triggers. Seda seed PRIMARY: target close Sep 30 ($1.5-2M into Seda entity). FALLBACK: HoldCo remainder if available, OR Seda cohort revenue at $50k/mo MRR sustained ($600k/yr annualized covers DE + margin). If both Sapour pre-seed AND Seda seed slip: Seda DE slips to Q1 2028.
Hires landing
Sefid DE on payroll Apr 1 through Dec 31 (9 mo). Sefid entity comp ~$237k for the period + $32k signing already paid Q1. Zero operating impact.
Sapour DE start Jul 1. $265k base × 1.15 = $305k loaded ongoing + $32k signing = $337k Y1 cash. 6 mo of comp in 2027 = ~$152k. Funded from Sapour entity (if pre-seed closed) OR HoldCo bridge.
Seda DE start Oct 1. $305k loaded ongoing + $32k signing = $337k Y1 cash. 3 mo of comp in 2027 = ~$76k. Funded from Seda entity, HoldCo remainder, or cohort revenue per the fork above.
Comp detail
Operating (Suncraft) Q2-Q4: Founder Brand 9 mo loaded ~$156k + existing team (Michael + Wayeez + contractors) ~$280k + David base + commission ~$255k + Jasmine W-2 ~$190k. Sefid entity: DE $237k 9-mo comp. Sapour entity (or HoldCo): DE $152k partial + $32k signing. Seda entity (or HoldCo/cohort): DE $76k partial + $32k signing.
Monthly burn
Operating account: ~$207k/mo flat across Q2-Q4 (Founder Brand on, Jim off, no new hires hit operating). Quarter operating burn ~$621k. Consolidated burn across ALL entities by Q4 27: ~$284k/mo ($207k operating + $26.4k Sefid + $25.4k Sapour + $25.4k Seda). DEs sit in their own entities; operating account does NOT carry them.
Cash at end
PLAN end-Dec 27: operating ~$370k bank ($57k Q1 end + $1.89M revenue at $210k avg MRR - $1.86M burn over 9 mo = $390k, rounded). Fidelity ~$760-940k depending on whether bridges fired ($940k if no slips · $760k if Sefid bridge fired · $440k if Sefid + Sapour bridges fired). Sefid entity: ~$1.7M remaining. Sapour entity: funded through 2028 if pre-seed landed. Seda entity: funded per the chosen path.
David's gap
REVENUE: $200k MRR exit-rate by Dec 31 2027. Roughly +$25k MRR vs Q1 27 baseline; ~3-4 new logos at $8-15k MRR avg net of churn. FUNDING (sequential): (1) Sapour pre-seed term sheet by May 31, close by Jun 30, OR Jasmine approves $500k HoldCo trim by Jun 15. (2) Seda seed term sheet by Aug 31, close by Sep 30, OR stand up Seda cohort to $50k+ MRR by Sep 30. CONSEQUENCE OF MISS: each missed funding event = one DE slips one quarter or to 2028. Two misses = Seda DE deferred to 2028 and we revisit 2028 hire plan in Q4.
David's accountability · the scoreboard. David owns the inflow side of every column above. Where a hire is on the line, your close-by date is the quarter end. Where only Fidelity is on the line, your revenue gap rolls cumulatively (every $1 of MRR not closed compounds the drawdown). Your scoreboard, quarter by quarter: Q3 26 = 1 named close by Aug 15 + Sefid target list named by Sep 30 + HoldCo grant submitted by Jul 31. Q4 26 = hold $140k+ MRR floor + Sefid term sheet by Dec 15. Q1 27 = Sefid $2M wired by Mar 31 + $160k MRR sustained. Q2-Q4 27 = $200k MRR exit-rate + Sapour pre-seed by Jun 30 + Seda seed (or cohort) by Sep 30. Miss none and we land all four hires on plan. Miss one funding event and one DE slips a quarter. Miss two and we revisit the 2028 hire plan together.
End-2027 plan state. END-2027 PLAN STATE (if all gates clear): Suncraft revenue cumulative Jul 26 - Dec 27 ~$2.85-3.30M · Funding banked: Sefid $2M (Q1 27) + Sapour $1.5-2M (Q2-Q3 27) + Seda $1.5-2M or cohort revenue (Q3-Q4 27) + HoldCo grant if landed · Operating account end-2027 ~$370k bank · Fidelity ~$760-940k (depending on bridges fired; hard floor we will not cross: $400k household reserve) · Sefid + Sapour + Seda entities each self-funded into 2028 · 4 of 4 hires landed (Founder Brand Nov 26 · Sefid DE Apr 27 · Sapour DE Jul 27 · Seda DE Oct 27) · Household preserved every quarter: $50k/mo × 18 mo = $900k delivered to checking, never reduced, never delayed. MISS CASE (David misses MRR + 1 funding event): Fidelity draws to ~$440-500k; household intact through 2027; 2028 hire plan revisited together.
Sign-off + revisit trigger. Agreed [date] · Jasmine [initials] · David [initials] · Version 1.0. Revisit trigger: any quarter where Suncraft MRR drops more than 15% vs PLAN OR a funding event slips more than 30 days vs target. Loaded comp footnote: 1.15x assumed; Jasmine confirms with payroll provider before any senior offer extends (actual senior DE load may run 1.20-1.25x and would adjust gaps by $15-25k per hire). Contribution margin definition: collected Suncraft cash minus delivery team loaded comp allocated by billable percent minus David comp + commission minus biz cards; excludes household, taxes, HoldCo overhead, Jasmine W-2. Trailing-3-mo means avg of last 3 closed months at the gate-check date. Forward-looking version used for the Oct 15 Founder Brand gate because cutover is Jul 15.
Risk register27 / 29
The structural risks · ranked by dollar exposure · each one with a fix
What kills the plan, ranked.
Not "things slip" risks — those are slide 21. These are structural mistakes that don't recover. Mostly upstream of any operational outcome. Get the formation right and most of these vanish.
1
Sefid held as Sunspell C-corp subsidiary
Fix: Form Sefid as a standalone DE C-corp owned directly by me. Sunspell stays a brand umbrella with no equity in Sefid.
$5-15M+ at exit
2
Prenup signed inside 6 months of wedding
Fix: Engage matrimonial counsel Sept 30, 2026. Signed prenup by Q1 2027. Carve-outs for all pre-marital founder equity + active-appreciation override.
$7-12M divorce risk
3
§83(b) missed in 30-day window on any founder issuance
Fix: Standing checklist. Every founder issuance triggers §83(b) within 30 days, certified mail with return receipt. CPA + personal tax file. Single most-missed step in startup tax.
$50-200k tax bomb
4
David's commissions paid as 1099 instead of W-2
Fix: All Suncraft shareholder-employee comp through W-2 payroll. RCReports study before first payroll. Watson v. Commissioner is the binding precedent.
$60-120k FICA reclass
5
Augusta Rule documented as $63-126k/yr
Fix: Defensible target ~$30k/yr combined. 14-day cap is per dwelling, not per renter. Sinopoli v. Commissioner is the disallowance precedent.
$15-25k audit penalty
6
March 15, 2027 NY PTET election missed
Fix: Suncraft S-corp formed + valid NY S by Jan 1, 2027. PTET election by March 15 (annual + irrevocable). 60-day + 7-day reminders.
$15-30k/yr forfeited
7
David takes investor-support retainer or commission for Sefid intros
Fix: Strike the $5k/mo retainer + $14k narrow investor work lines. Sefid intros covered under existing Suncraft W-2 role with no transactional nexus.
SEC §15(a) exposure
8
Aither S-election timing slip · 2027 effective date missed
Fix: Form 2553 must file by March 15, 2027 for Jan 1, 2027 effective; late-election relief under Rev. Proc. 2013-30 is generally available for owner-only S-corps if reasonable cause shown. Miss the relief window and we eat another year of C-corp double-tax on the yield (~$25-35k cost). CPA + tax attorney to handle the filing + draining E&P first.
~$10-25k/yr tax drag
Decisions + what's next28 / 29
Three to decide together · five to do this month
What we decide together, and what's next.
The big bets are joint calls. Three need a yes-or-no this month. Then the handful of things we're moving on right after.
Three things to decide together.
1 · Studio Lead roleDesign Director level — start the search this week?
2 · Sefid first round$250-400k — which Aither LPs do we talk to first?
3 · QSBS-literate tax attorneyEngage by July 15 — before any entity gets formed?
This month.
Studio Lead job posting live by Friday · 60-80 name list
Sefid pitch deck drafted · 15-20 conversations lined up for September
Lock Loovly + Agora extensions by August 15
Push New Project 1 + 2 to signature by August 15 · 3 and 4 in Sep / Oct
Engage QSBS-literate tax attorney + NYC startup CPA — no entity gets formed without their sign-off
✳Sunspell
What we need from this conversation
Studio Lead by August. Sefid formed by August. Sefid raise closes October.
Three calls in the next 30 days. The math behind each one lives in the chips on the slides above — tap any of them.