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
The plan01 / 40
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 203202 / 40
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 pays03 / 40
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 steps04 / 40
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.
How it's set up05 / 40
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).
C-corp todayConversion options need tax attorney · liquidate? convert? hold?
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
Formation sequence06 / 40
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 is a C-corp today — conversion decision urgent
Holding passive yield inside a C-corp is tax-inefficient: 21% federal + 8.85% NYC GCT at the corp, then dividend tax to get money out. Tax attorney to model conversion options: (a) liquidate Aither C-corp (taxable on appreciated assets), (b) Form 2553 S-election (§1374 BIG tax on VOO + §1375 risk if E&P), or (c) restructure use case. Material decision; do not file anything before counsel weighs in.
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
The credit cards07 / 40
Card stack, per entity · Suncraft runs Amex MR · Sunspell runs Chase UR + Mercury · no Brex
Suncraft runs Amex for points. Sunspell runs Mercury for control. No Brex.
Each entity holds its own cards on its own EIN with its own Mercury checking. No card spans entities. This preserves the §262 routing discipline from slide 8. Suncraft is the spend engine, so we lean into the Amex MR ecosystem I already operate personally. Sunspell is a quiet HoldCo, so we lead with controls and a small fee-paying card only where it earns out. Mercury IO sits on top of each entity's Mercury checking as the SaaS and contractor rail. Brex is out per your call. Ramp was considered and passed because Mercury IO covers the controls layer on the bank we are already opening.
Suncraft
Primary card
Amex Business Gold ($375/yr) · the workhorse. 4x MR on the top 2 of 6 categories per month, capped at $150k/yr combined 4x spend then 1x. Suncraft will hit US restaurants (client meals) and US advertising every month. US computer software and cloud also qualify, so most US SaaS routes here at 4x, not to Mercury IO.
Secondary card
Amex Business Platinum ($895/yr, post-2025 refresh · verify at application). 2x MR on single purchases of $5,000 or more (capped at $2M/yr), 1x baseline, Centurion lounge, and roughly $300 to $400 of statement credits we realistically capture (airline incidental, wireless, Adobe). Mercury IO ($0/yr) sits underneath as the charge-card rail for contractor pay and per-vendor virtual cards, paid in full each statement period from Suncraft's Mercury checking.
Monthly spend band
$15,000 to $26,000 per month, $180k to $310k per year.
Best for
Client meals, biz travel, advertising, US SaaS subscriptions (Gold catches them at 4x where eligible, Platinum catches the $5k+ annual renewals at 2x), large purchases over $5k, and contractor pay routed through Mercury IO virtual cards.
Why this stack
Same MR ecosystem I already operate personally, so the redemption muscle memory is unified. Each card opens fresh on Suncraft's EIN post-July 15. Points earned on Suncraft spend stay in the Suncraft Amex login and redeem for Suncraft travel. Any cross-pool redemption gets booked as a constructive distribution at fair value, per slide 8.
Expected value / yr
Steady-state: roughly 450k to 780k MR per year, worth $5,000 to $10,000 at typical 1.2 to 1.5 cpp via transfer partners (ANA, Aeroplan, Hyatt), plus $300 to $400 of usable Platinum credits and ~$450 of Mercury IO cashback if we hold the $50k average Mercury balance. Annual fees $1,270 ($895 + $375 + $0). Net positive ~$4,500 conservative, ~$10,000 optimistic. Year-one welcome bonuses across both Amex cards add another $5,000 to $7,500 one-time, not counted above.
Sunspell
Primary card
Chase Ink Business Preferred ($95/yr). 3x UR on travel, shipping, US internet/cable/phone, and advertising on social and search, capped at $150k combined per anniversary year. Best points value at HoldCo spend. UR transfers to Hyatt and United, giving the household a second transfer-partner network so we are not all-Amex.
Secondary card
Mercury IO charge card ($0/yr) on Sunspell's own Mercury checking. Per-vendor virtual cards for legal, IP, formation, design tools, and shared infra, with hard caps and auto-pause. Settles each statement period from Sunspell Mercury, so Sunspell needs to hold roughly 30 to 60 days of card spend in checking at all times.
Monthly spend band
$3,000 to $5,000 per month steady-state, $36k to $60k per year. This is revised down from the current $5k to $8k Sunspell line on slide 7, which carried spend that more properly belongs at Suncraft post-July 15. We will reclassify at formation. A fundraise or M&A event could push Sunspell to $8k to $12k for a quarter, still well under the Ink Preferred $150k 3x cap.
Best for
Legal, IP, formation costs, board meetings and offsite travel, telecom and internet at the entity, any HoldCo-level marketing, and all per-vendor controlled spend on shared design tools and lab infra.
Why this stack
HoldCo spend is too thin to earn out a premium card fee. Ink Preferred at $95 is the cheapest serious points card on the market and the UR ecosystem complements Suncraft's MR. Mercury IO is the controls layer and the same bank we are already opening, so it is one ledger and zero new vendors. Considered Ramp and passed because Ramp would add a second platform for no extra reward at this volume. Considered Capital One Spark Cash Plus and Chase Ink Cash and passed because Sunspell's bonus categories beat 2% flat once welcome bonuses are included.
Expected value / yr
Steady-state: roughly 60k to 90k UR per year, worth $900 to $1,700 at 1.5 to 1.9 cpp via Hyatt and United. Mercury IO 1.5% cashback only kicks in above a $50k Mercury balance, which Sunspell HoldCo may not always hold, so I am modeling Sunspell Mercury cashback at $0 conservatively. Annual fees $95. Net positive ~$800 conservative, ~$1,600 optimistic. Year-one Ink Preferred welcome bonus adds roughly $2,000 to $2,400 one-time, not counted above.
Mercury IO · the spine of both stacks. Mercury IO is the spine of both stacks, not a footnote. Each entity opens its own Mercury checking as the operating bank on its own EIN, with Mercury IO charge card sitting on top. IO is paid in full each statement period from the matching Mercury checking. No float, no revolving balance, no new credit exposure for either entity. At Suncraft, IO is supplemental: the Amex pair captures the high-multiplier categories and IO handles contractor payouts, per-vendor virtual cards, and anything we want a kill switch on. At Sunspell, IO is the everyday primary: per-vendor caps, auto-categorization, clean audit trail, with Ink Preferred only catching the categories where 3x UR beats 1.5% cashback. Mercury IO's 1.5% cashback requires a $50k average Mercury balance, so Suncraft earns it easily and Sunspell is modeled at $0 unless we choose to park HoldCo reserves in Mercury. Considered Ramp side by side. Ramp's 2026 cashback is now a variable 0% to 1.5% set by Ramp, and Mercury IO sits inside the banking rail we are already using. No reason to add a fourth vendor.
Aither transition · dated, not vague. Aither winds down. Cards close, no card or balance crosses entity boundaries. Three dated actions, not vague triggers. T minus 30 days from Aither's dissolution filing: confirm whether Aither's Amex Business Platinum login is linked to my personal Amex MR account. If linked, MR balance survives card closure. If standalone (most likely), redeem the Aither MR pool by booking a final Aither business trip or transferring to Aither's own United or Hyatt loyalty accounts. Amex does not allow MR transfers between separate accounts after closure, and points forfeit at close with no reliable grace period. T zero, final statement clears: close the Aither Amex Business Platinum. T plus 90 days, after the final 1120 reconciliation: drain Aither Mercury cashback to the Aither operating account, sweep to the dissolution distribution, and close Aither Mercury last. Owner: I handle the Amex MR sweep since it has to come from my login. Suncraft Mercury opens once the entity is formed and the EIN is issued, target on or around July 15. S-corp election filing is separate and does not block account opening. Sunspell Mercury opens within 30 days of HoldCo being operational. Both Amex Business Gold and Platinum applications and the Chase Ink Preferred application go in under the new EINs once Mercury checking is live, so welcome bonuses land on the right entity.
The combined math. Combined annual fees $1,365 ($1,270 Suncraft + $95 Sunspell). Conservative steady-state value across both entities ~$5,400 in points plus ~$450 of Mercury cashback at Suncraft = ~$5,850. Optimistic case ~$11,700 in points plus credits and cashback = ~$13,000. Floor is roughly 4.3x fees, ceiling roughly 9.5x. Net positive at every reasonable redemption rate. Year-one welcome bonuses add another $7,000 to $10,000 of one-time value on top, not counted in the steady-state math. One question for you before we file the applications: is Aither's Amex Business Platinum on its own login, or already linked to my personal Amex MR account? Answer determines whether we sweep the Aither MR balance or it survives the close. Routing table for which card to swipe (client meals to Suncraft Amex Gold, biz travel to Suncraft Amex Platinum, SaaS to Suncraft Amex Gold or Sunspell Mercury IO by entity, contractor pay to entity Mercury IO, legal and IP to Sunspell Mercury IO, board travel to Sunspell Ink Preferred) lives on slide 8 alongside the §262 discipline so we use one map, not two.
Augusta Rule reminder. §280A(g) lets us rent a home for legitimate business meetings tax-free. 14-day cap is per dwelling, not per renter, so the entities SHARE the 14 days, not each get 14. Currently inactive (we rent our NYC apartment; §280A(g) requires ownership). When we buy: ~$30k a year combined at NYC market rates, properly documented (comp study, board minutes, 1099-MISC from each entity). Anything higher is the Sinopoli v. Commissioner fact pattern.
Concierge + personal services08 / 40
Compozure + the "expense everything" fantasy · what works, what doesn't
Concierge services and the "expense everything" fantasy.
David, I want to be honest about Compozure and the "just run it through the business" idea. Most of what we'd want a concierge for — house cleaning, errands, dry cleaning, personal cooking, dog care — is not deductible no matter how creatively the invoice is written. If we route it through Suncraft anyway, the IRS calls it a constructive distribution: we still pay tax on it as ordinary income at our ~48% combined marginal, the entity loses the deduction, AND it's a red flag on audit.
What IS legitimately deductible.
Service
What we can deduct
Cite
PA — business calendar portion only
The documented hours scheduling client work, vendor mgmt, Suncraft logistics. PA on Suncraft W-2 with written job description; personal portion paid by us personally.
§162(a), Ireland v. US
Home-office cleaning — business sqft only
If office is 10% of home, 10% of cleaning bill via accountable plan. Not the whole bill.
The Compozure honest take. If they do anything genuinely business — sourcing venues for Suncraft offsites, vendor logistics, Augusta meeting setups — that narrow slice is deductible at documented hours. Everything else (maid, laundry, errands, personal calendar) is personal. The clean structure: Compozure invoices us personally for the personal portion, and bills Suncraft separately with a project-coded invoice for any documented business work. No commingling. Putting the whole bill through Suncraft costs us 48% on the value + kills the entity deduction + invites IRS exam.
The actual "expand the $50k" strategy. Augusta ($30k/yr) + accountable plan + biz-portion PA + healthcare + 401k + §127 + §129 + §125 = ~$26.5k/mo of controlled value on top of the $50k cash. ~$76.5k/mo of real household economic flow without crossing any line. Pay for Compozure personally out of the $50k. Let the legitimate vehicles do the lifting.
Aither's reserves09 / 40
What's in the Fidelity account · and what we do with it
The $1.29M in Fidelity, and what it's doing.
The reserve does two jobs. It's the cushion if things slip. And it throws off gross yield (~$88k/yr if fully allocated). Important caveat: the ~$1.29M Fidelity is split between business and personal — exact split TBD pending statement review. Only the business portion is the Aither operating cushion. Second caveat: Aither is a C-corp, so business-side yield gets eaten by corporate tax (~21% fed + 8.85% NYC GCT) before any reaches us. Conversion decision needed.
Where the $1.29M sits.
Three buckets. Liquid enough to cover anything that comes up. Predictable enough to budget around. A small slice growing faster than inflation.
Bucket
What it's in
Amount
Yield
Instant cash
Money market (SPAXX)
~$290k
~4.3%
Short treasuries
SGOV / BIL
~$600k
~4.3%
Long-term growth
S&P 500 index (VOO)
~$400k
~7-9%
Total
—
$1.29M
~$88k/yr
Aither is a C-corp — conversion decision urgent. Holding passive yield in a C-corp is tax-inefficient. Tax attorney to model: (a) liquidate the C-corp (taxable on appreciated VOO), (b) Form 2553 S-election (§1374 BIG tax + §1375 trap risk if accumulated E&P), or (c) keep C-corp and restructure use case. No new positions inside Aither until the decision is made. We never touch the principal in the base case either way — only yield flows out.
Why the mix.
Instant cash
For anything that surprises us. 2-3 months of household burn covered immediately, no selling needed.
Short treasuries
Yield close to MM with slightly better tax treatment (state-tax-free). The reliable income engine.
Index
A small slice that beats inflation. Not tactical. Set it, rebalance once a year, ignore it.
QSBS architecture10 / 40
§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.
Trusts + holdings stack11 / 40
Eleven structures beyond SLAT and dynasty trust · use the right ones, skip the rest
The full trust + holdings stack.
David, SLAT (post-marriage) and the non-grantor dynasty trust (pre-marriage) do the heavy lifting on §1202 stacking and our primary estate freeze. Here's what else goes around them. Three rules: (1) every dollar of lifetime gift exemption is most valuable when applied to pre-priced-round Sefid shares ($1 of exemption can move $5-10M+ out of estate at exit); (2) NY recharacterizes incomplete-gift non-grantor trusts as grantor trusts for state income tax, so the 10.9% NY savings on QSBS only materializes with FULLY-completed gifts; (3) BDIT and IDGT installment-sale are aggressive — sequence them AFTER the boring stuff is in.
Structure
Purpose
When
Verdict
IDGT installment sale
Estate freeze beyond SLAT capacity. Sell ~$15-20M of Sefid to SD grantor trust for 9-yr balloon at AFR. No cap gain on sale. ~$22M outside estate, ~$11M tax saved.
Q1 2027 post-marriage / post-Series A only
Use later
Zeroed-out GRAT (Walton, 2-yr)
Capture Series A pricing pop without burning lifetime exemption. Preserves $13.99M for dynasty trust QSBS stack.
Right before/after Series A prices
Use
BDIT (Beneficiary Defective Inheritor Trust)
Move Sefid appreciation out at $0 exemption cost via §678 deemed ownership.
Likely never — non-grantor dynasty trust at founding captures 80% of benefit with 30% of risk
Skip v1
DAPT (SD or NV, self-settled)
Creditor protection on Aither portfolio + pre-marital Sefid shares. Grantor-trust to preserve §1202.
Q4 2026 / Q1 2027
Maybe defer to 2030
ILIT + survivorship UL
Estate-tax-free death benefit liquidity. ~$10-15M death benefit, $40-80k/yr premiums.
Defer to Q4 2031 — post-exit, may be redundant given SLAT
Defer
QPRT — Manhattan apt
Gift residence at discounted value, retain use.
Don't — NYC RE flat, 2-yr replacement trap, IRS-scrutinized
Skip
SLAT-purchase Hamptons home
Move vacation home appreciation out of estate. SLAT buys directly post-marriage — no §2036 clawback, no QPRT gymnastics.
When/if we buy Hamptons
Use
CRT / CLAT (charitable trusts)
Defer cap gains on Sefid exit OR zero-out gift transfer. Only matters on slice ABOVE QSBS-stacking capacity.
Decision year before exit (2030)
If exit >$40M
Sunspell brand / trademark holding LLC
Hold Sunspell + Sefid wordmarks in DE LLC owned by non-grantor dynasty trust. License to Sefid + Suncraft at 0.5-1% of sales. Trademark + brand only — Sefid keeps Sun OS source code internally for §1202 active-business test.
Q4 2026 alongside Sefid formation
Use
Aither C-corp PHC fix
Eliminate §541 Personal Holding Company tax. Annual December dividend (or §565 consent dividend) to zero out undistributed PHC income.
This tax year — annual
Urgent
Series LLC
Cost-saving consolidation of multiple LLCs.
Don't — saves $900/yr in DE franchise tax, but NY courts haven't enforced inter-series walls. One veil-pierce fight = $50-250k defense vs. $900 saved.
Skip
Sequence. Q3-Q4 2026 form Sefid + Suncraft + Sunspell brand LLC, gift founder Sefid shares to non-grantor dynasty trust at par. Q4 2026 prenup negotiation begins. Q1 2027 form DAPT (grantor) + run 2-yr GRAT through any Series A. Post-Oct-2027 marriage fund SLAT. Q1 2028 IDGT installment sale if exemption capacity remains. Defer ILIT and CRT decisions to 2030-2031 when exit shape is known. Skip: BDIT, QPRT (Manhattan), Series LLC, offshore, Cook Islands.
Offshore reality check12 / 40
Should we set up Sunspell or Suncraft offshore? The honest answer.
Should we set up Sunspell or Suncraft offshore? No.
David, every founder gets asked this in their first year — usually by a guy at a dinner who "has a Cayman thing." Honest answer for US citizens in Manhattan: offshore does almost nothing for us. The US taxes worldwide income. CFC rules (Subpart F, GILTI), PFIC, and FATCA were built to close every door someone used to walk through. The narrow cases where offshore makes sense aren't our cases.
Verdict. No offshore entity for Sunspell, Suncraft, or Sefid. We are US citizens, US residents, with US customers and US-source income. Offshore adds ~$30-100k/yr of compliance cost (Form 5471, 8865, 8938, FBAR, FATCA, CFC Subpart F/GILTI calcs, transfer pricing), zero federal tax savings, and a massive audit-flag posture for a $25M+ QSBS exit where we want diligence to be boring. §1202 + South Dakota non-grantor dynasty trust does what we actually want.
Nine jurisdictions, side by side.
Cayman Islands
Famous fund domicile, zero corporate tax. But CFC rules tax US owners. Form 5471 every year ($5-15k prep). No QSBS — §1202 requires US C-corp. Cayman is for non-US LPs, not US founders.
Skip
BVI
Cheap Cayman. Same CFC math. Worse banking post-FATCA. "Privacy" evaporated with UK + US beneficial-ownership registers (CTA 2024). Zero benefit, real cost.
Skip
Bermuda
Introduced 15% corporate tax 2024 (OECD Pillar Two). Setup costs highest in offshore world (~$50k+). For $1B reinsurance, not a $25M boutique studio.
Skip
Singapore
Best-quality offshore option, 17% rate, respected. But needs real substance — staff + board + decisions in Singapore. Without it, GILTI claws income back. Only makes sense if we open a Singapore office serving Asian clients.
Narrow case
UAE (Dubai / RAK)
9% corporate tax since 2023. Personal 0% tax irrelevant for US citizens (FEIE caps ~$126k). To get personal benefit, need to expatriate — §877A exit tax on Sefid at FMV = ~$5-6M on a $25M exit. Not relevant.
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Estonia (e-Residency)
0% on retained earnings, 20% on distribution — but we need $50k/mo distributed. Same CFC clawback. Banking hard without local substance. Marketing program for digital freelancers.
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Puerto Rico Act 60
4% corporate, 0% cap gains on PR-source — the ONLY structure that works for US citizens (PR is US territory). BUT bona fide residence requires 183+ days/yr + closer-connection test. Cap gain exclusion only applies to gains AFTER moving. Moving from Manhattan with kids 2028 isn't on the table.
Narrow case
Cook Islands
Real asset protection — but US courts now order settlors to repatriate under contempt (FTC v. Affordable Media, Anderson). Setup $25-75k, annual $15-50k. SD/NV DAPT does ~80% of the work at ~10% of the cost without the contempt risk.
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Nevis
Cook Islands lite. Same FATCA / CTA disclosures. Same contempt risk. Wyoming or Delaware LLC gets comparable charging-order protection inside the US legal system where our life is.
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What actually works — domestic.South Dakota for the non-grantor dynasty trust (no state income tax on undistributed trust income, dynasty perpetuity, strong directed-trustee statute). Nevada or South Dakota for a DAPT (2-yr statute of repose, no exception creditors in NV). Delaware for the C-corp (Sefid) and holding LLCs (predictable Chancery court). Wyoming for any LLC where charging-order protection is the main goal (best statute in the US, low franchise tax). These four jurisdictions do everything the offshore conversation is actually trying to do — without the compliance tax, without the audit posture, and without compromising the §1202 exit.
Right now13 / 40
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.
Cash audit · July 15 transition14 / 40
Aither winds down · Suncraft picks up at $0 · the actual cash picture
What we actually have, and what's coming in.
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.
Investment allocation · business + personal15 / 40
Business Fidelity (Aither) · my personal Fidelity — two different strategies
What to do with each pool of money.
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 urgent actions for business Fidelity. (1) Distribute December dividend or §565 consent dividend to avoid §541 PHC tax once Aither stops earning July 15 — passive-income test fails the moment operations cease. (2) Move appreciated VOO out of Aither C-corp now if any is in there — every dollar of unrealized gain inside C-corp is a future double-tax.
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.
How we make money16 / 40
Steady-state Suncraft P&L · post-July-15 run rate · annualized
How Suncraft 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.
Where the $50k actually goes17 / 40
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
The $50k by source · where it comes FROM.
Before we look at how the $50k gets spent, here is what's IN it. The household line is funded by three Suncraft payment mechanisms (W-2 paychecks, accountable-plan reimbursements, K-1 distribution top-up), each with its own tax treatment, its own card / account, and its own cite. Centerline numbers below; floor case has the same shape with a smaller K-1 wedge.
W-2 salary · employee compensation
$26,600
53% of the $50k · ~$320k/yr net
Jasmine net W-2 ~$15.4k/mo ($325k gross less FICA, fed, NY, NYC, 401k deferral). David net W-2 ~$11.2k/mo ($180k base + ~$40k commission less the same stack). Both direct-deposit semi-monthly from Suncraft payroll (Gusto) into joint checking. Subject to FICA, fed, NY, NYC withholding at source. §3121 · §3402 · §3101(b)(2) AMT
Accountable-plan reimbursements · tax-free
$2,250
4.5% of the $50k · $27k/yr tax-free
Jasmine $15k/yr (cell + home internet biz portion, biz travel, conferences). David $12k/yr (client meals on Suncraft Amex Gold are billed directly; this line is for biz travel + BD that he advanced personally). Original biz expense paid on the JOINT card first, then Suncraft cuts a reimbursement check that lands in joint checking. Net effect on the pie: a wash · the money cycles. §62(c) · Reg §1.62-2
K-1 distribution · top-up to $50k
$21,150
42.5% of the $50k · ~$254k/yr net
Jasmine draws this as the residual to hit the $50k household line. Full K-1 is $96.5k/mo gross / $55.8k/mo net; only $21.15k flows into household; the remaining $34.65k/mo stays as tax reserve + Sunspell capitalization + future-hire bridge. Quarterly wire from Suncraft into Jasmine's personal account (after CPA confirms basis per §1368), then swept to joint checking. NO FICA / SECA per §1402(a)(2). NO NIIT per §469 material participation. §1366 · §1402(a)(2) · §469
The surplus story. Jasmine's full K-1 net is ~$55.8k/mo. The $50k household line only pulls $21k of it. The remaining ~$35k/mo (~$416k/yr) stays at Suncraft as retained earnings (for next-hire reserves), goes to Sunspell HoldCo as capital contributions (Sapour/Seda DE bridges), or sits in tax-reserve accounts for the personal estimated tax payments (4/15, 6/15, 9/15, 1/15). FLOOR CASE: K-1 net drops to ~$25k/mo, so the household still clears the $50k line by ~$4k/mo — tight, but covered. That's the operating leverage of the budget sheet.
The cards · what each one does, by world.
Two completely separate worlds of cards. The $50k household pie only touches PERSONAL cards. The Suncraft / Sunspell business cards live in business cash flow, never the $50k.
Personal world · inside the $50k
Joint personal card (Chase Sapphire Reserve) · $10,500/mo · day-to-day + joint discretionary + DAF · default card when in doubt
Jasmine personal card · $10,000/mo · wellness, beauty, experiences · solo only, no commingling
David personal card · $4,000/mo · personal subs + clothing + hobbies · solo only, NEVER on an entity card
Auto-debit from joint checking · $25,500/mo · rent $8.7k + savings buckets · no card
Total of $50k: $50,000 lands here, gets spent here, recycles back as accountable-plan reimbursements.
Business world · separate from the $50k
Suncraft Amex Business Gold · 4x MR on client meals + US advertising + US SaaS · paid from Suncraft checking · earns ~144-240k MR/yr
Sunspell Chase Ink Preferred · 3x UR on travel + telecom + advertising · paid from Sunspell HoldCo
Sunspell Mercury IO · per-vendor virtual cards for legal + IP + design tools · daily settle from Sunspell Mercury
Total of $50k from these: $0. These are paid from BUSINESS checking, not household.
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.
Household wealth trajectory18 / 40
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.
Sales playbook19 / 40
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
Sales targets20 / 40
2026 by quarter · 2027 by year-end
What we want to hit, and by when.
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
Investors for Sefid21 / 40
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.
Sefid · the biggest bet22 / 40
Judgment as the scarce asset · the $25M+ QSBS exit thesis
Sefid is the bet that turns a venture studio into real wealth.
Every other venture sharpens the engine. Sefid becomes a real company. In the AI era, generic intelligence got cheap — judgment didn't. Sefid captures yours, versions it, lends it. The moat is whose judgment, not generic judgment.
Tagline · for David, when he goes out. "The export format for your judgment, before it walks out the door." Use this opener: "Jasmine is building Sefid, a daily inbox that scores the decisions you already made and back-computes how you actually think. Over twelve months it builds a model of you that can answer the way you would. It's the first product treating judgment itself as a licensable asset." The linked deck below is the foundation — improve it in your voice before you walk into a room with it.
Why this is the biggest bet.
Largest TAM
Every founder + every senior operator
Started consumer (founder cohort) → enterprise pilots (judgment archive for C-suites) → eventually a licensable layer.
Compounding moat
Trace log + scoreboard
Each captured decision sharpens the model. Defensibility scales with use; one user's judgment can be lent or licensed to the next.
QSBS exit
$30M federal-tax-free
Standalone DE C-corp + non-grantor trust = $15M × 2 caps. Aug 2026 founder issuance + 5-year clock = sellable late 2031 with full §1202 exclusion.
Path to revenue.
2026 · Dogfood + trace logI use it daily · ML engineer Dec 31 · pre-seed $250-400k Oct 31
2027 · Founder cohort + priced seed30-100 early users · scoreboard live · $2.5-3M priced seed Q2-Q3
2028-2029 · Enterprise pilots$30k-100k ACV per pilot · 10-20 enterprise customers · Series A material
2031-2032 · QSBS exit window5-year clock matures · strategic acquisition or secondary · $25M+ to household
My take. Sefid is the bet because I am the bet. I'm dogfooding it, my judgment is the seed dataset, I'm the founder. The other ventures are real but Sefid is the one where my time + the AI tooling + the QSBS structure all compound at the same time. If we win one venture by 2032, this is the one.
Reality check · the honest read.
My confidence
40%
On the $25M+ exit by 2032. Path is real but not a slam dunk — most likely outcome is $1-3M ARR by 2031 → $15-40M acquisition range, mid-distribution.
Cultural + tech climate
Mixed
AI fatigue cuts both ways. Sefid is counter-positioned (deliberate, anti-engagement) which helps. Crowded orbit (Granola, Reflect, Mem) — none cracked judgment-as-licensable-asset. White space, uncertain timing.
Most likely 2026 outcome
Pre-seed at $250-300k
Closes below the $400k target. ML engineer signs Q1 2027, not Dec 31. Trace log live with founder cohort by Q1 2027.
Built for us → could become a SaaS we license to every design agency
Syncara is the second-biggest bet hiding in plain sight.
Built originally for Suncraft client work — the room where the proposal, contract, weekly updates, and deliverables all live. Live with Agora today, all clients next week. Here's the bet: every design agency in the world has the same problem we just solved. Syncara is licensable.
Tagline · for David, when he goes out. "The room you put your client in." Use this opener: "Syncara is the operating layer for boutique design studios. Proposal, contract, weekly update, and final deliverable all live in one branded room the client logs into. We built it for Jasmine's own studio, it's already running real client work, and we're opening it to the next five thousand studios that look like us." The linked deck below is the foundation — improve it in your voice before you walk into a room with it.
Why this is a bet, not just an internal tool.
Already validated
Live with us + Agora
We use it every day. Agora uses it every day. We can demo a working product to design partners, not a pitch deck.
Real TAM
~5,000 boutique studios
Every 10-50 person design / strategy / brand agency globally. We sell to peers, not strangers. Network effect if multiple agencies cross-reference.
Recurring + sticky
$500-1500/mo
SaaS pricing per agency. Switching costs high once client work flows through it. Long retention.
Path to revenue.
2026 · Prove outSuncraft + Agora full integration · automation proof in 30 days
Q1 2027 · 3-5 design-partner agenciesFriends-of-the-house studios use it free in exchange for feedback
Q3 2027 · SaaS launch$500-1500/mo per agency · self-serve onboarding
2028 · 50-100 paying agencies$300k-1.2M ARR · could spin out with own seed round or stay inside Sunspell
2029-2030 · 200-500 agencies + acquisition interestSale candidate (Notion / Linear / Figma adjacent) or run as cash cow
My take. This is the bet I'd never have planned, but the proof is already on our screens. Building Syncara solo would've been a slog; building it inside Suncraft means we already pay for the work as part of running our studio. Every dollar of Syncara revenue from here on is high-margin SaaS on top of a product we already need to maintain. The asymmetry is the point.
Reality check · the honest read.
My confidence
65%
On hitting $300-500k ARR by 2028. ~30% on $1M+. Probably the most reliable near-term revenue bet in the portfolio. Sales motion is the gate, not the product.
Cultural + tech climate
Strong
Boutique studios category is growing. Vertical SaaS for agencies is a real demand wave (Cursor / Claude Code analogues for design = wide open). Sophisticated buyers — switching is hard but lifetime value is high once locked in.
Most likely 2026 outcome
2-3 design partners
Internal + Agora live. By Q4 we have 2-3 partner studios using it free in exchange for feedback. No paid revenue this year, but the pipeline for 2027 is real.
Consumer-led · hardware-defensible · the founder cohort plays first
Seda is the consumer bet on voice as the next mirror.
Most products are assistants. Seda is a mirror. Listens across your workday and reflects how you actually communicate — balance, clarity, warmth — week over week. Consumer-first, founder cohort early, physical prototype for defensibility.
Tagline · for David, when he goes out. "An Oura ring for how you sound at work." Use this opener: "Seda listens across your workday and reflects back how you actually communicate — balance, clarity, warmth, week over week. It's a mirror, not a coach, and it gets better the less you touch it." The linked deck below is the foundation — improve it in your voice before you walk into a room with it.
Why this is a bet.
Undermonetized category
Voice intelligence + reflection
Wellness products are a $1.5T market. Communication self-awareness has no clear leader. Adjacent to journaling apps + coaching but pulls in voice data nobody else owns.
Hardware defensibility
Physical prototype
The physical form factor raises switching costs vs a pure app. Distinguishes from the wash of LLM wrappers. Hardware buyer = sticky subscriber.
Feeds Sefid
Voice + judgment = full self
What Seda learns about how you communicate is exactly what Sefid needs to lend your voice forward. They compound when used together.
2029-2030 · Enterprise L&D pilotCommunication-coaching layer for Series B+ companies · $30-100k ACV
My take. Seda is the most "founder-led" of the consumer bets — I deeply want this product for myself. That's both the strength (real taste) and the trap (founder myopia). If I had to rank by certainty of revenue, it's behind Sefid + Syncara, but the upside as an acquisition target (Spotify / Apple / Anthropic) is huge if we ship the hardware well. I'd run this slow and deliberate.
Reality check · the honest read.
My confidence
25%
On $1M ARR by 2029. ~50% on shipping good product + raising seed. The acquihire path is more realistic than the standalone-revenue path. Highest-risk bet in the portfolio.
Cultural + tech climate
Mixed
Voice AI matured (cheap to build now) and deliberate-tech culture growing. But: consumer hardware is a graveyard in 2026 — Humane, Rabbit, Friend Pin all struggled or died. $20/mo consumer AI subscription is brutal market.
Most likely 2026 outcome
Prototype Q4 (not Q3)
UX build this month delivers but physical prototype slips one quarter. Founder cohort early access pushes to Q2 2027. Seed conversation stays paused.
Biology-informed connection profiles + curated gatherings. Beta flows shipped, reports working. The bet: chemistry is real, measurable, and shareable — and people pay premium for curated events that get it right.
Tagline · for David, when he goes out. "The place you meet someone, not the app you delete." Use this opener: "Sapour is a curated membership for single people in their thirties who are done with the apps. We profile the biology and the taste, then put thirty plausible people in a beautiful room four times a year. It's the answer to what people actually go to Soho House for and pretend they don't." The linked deck below is the foundation — improve it in your voice before you walk into a room with it.
Why this is a bet.
Premium pricing
$500-2k membership
Curated events command $100-500/seat (Soho House, Side Society precedent). Membership model layered on top = recurring revenue + selectivity flywheel.
Counter-positioning
vs Hinge / Tinder
Dating apps are a race to the bottom. Sapour is the opposite — exclusive, science-backed, designed for actual chemistry vs swipe count. Premium positioning protects margin.
B2B optional
License the chemistry layer
The profile + matching engine could be sold to dating apps as a feature layer ($1-5/match cost). Doesn't compete with their core, augments it.
Q1 2027 · First curated gathering10-30 people · NYC + LA · ticketed at $200-500
Q3 2027 · Membership launch$500-2k/yr · 50-200 founding members · seed late 2027
2028 · 1000+ members · 10+ events/yr$500k-$2M ARR · expansion to 5+ cities
2029-2030 · B2B chemistry layerLicense profile + matching tech to 1-3 dating apps · $50-200k/yr deals
My take. The most "experiential" of the ventures — and the one where brand discipline matters most. The category has burned a lot of money on bad execution (Field, The Atlantic Group, etc.). What we have that others don't: working tech + design taste + a founder cohort to seed it with. If we keep the curation tight and the science honest, this becomes a real business. If we let it become "another members club," it doesn't.
Reality check · the honest read.
My confidence
50%
On $500k ARR by 2028 (NYC + LA events + membership). ~20% on the B2B chemistry-licensing angle landing meaningfully. Events businesses are labor-intensive — margin trap is real.
Cultural + tech climate
Very strong
Post-COVID isolation hangover + dating-app fatigue + Soho House saturation = wide open lane for premium curated alternatives. Cultural wind at our back. Less tech-dependent than the others.
Most likely 2026 outcome
Q4 polish + first cohort
Marketing campaign Q3-Q4 (slower than ideal). First curated event Q1 2027 — 15-25 people, NYC. No revenue this year.
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.
Why Sefid still leads27 / 40
Confidence ≠ expected value · how we re-balance attention without losing the lead bet
If Sapour's confidence is higher, why is Sefid still the lead?
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.
Hiring goals28 / 40
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.
Hiring budget cadence29 / 40
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.
Suncraft budget sheet30 / 40
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 is winding down 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.
Who gets paid what · per-person routing31 / 40
Salary · distribution · expense reimbursement · by entity · by bank account · by card
Jasmine vs David · each income type, who pays, where it lands, which card it touches.
David, this is the per-person view of the budget sheet. Every dollar each of us takes out of these entities is one of three things: W-2 salary (FICA-taxed wages), K-1 distribution (S-corp profit pass-through, owner only), or accountable-plan reimbursement (tax-free return of personal cash advanced for a business expense). I still draw a final Aither salary during the wind-down through July 15; you start clean at Suncraft on July 15.
Jasmine · three income streams, two entities in 2026, one in 2027.
Income type
Paid by
2026 (transition)
2027 (steady)
Bank account
Card touched?
Aither W-2 (wind-down) Final salary Jan to Jul 15 only
Aither C-corp (Mercury account, closing T+90)
~$125k ($250k annualized × ~6 mo)
$0 (Aither closed)
Jasmine personal checking · semi-monthly direct deposit
Jasmine personal checking · semi-monthly direct deposit
None · pure paycheck
Suncraft K-1 distribution Owner-only; pass-through profit
Suncraft S-corp (Mercury) · wire to Jasmine personal
~$30-50k (small H2 2026 profit)
$1,158,000 centerline · $514k floor
Jasmine personal account · QUARTERLY wire (Q-end + 30 days after CPA confirms basis per §1368)
None · wire only
Accountable-plan reimbursement Tax-free · returns of biz expenses I advanced
Suncraft S-corp (Mercury)
~$7k (H2 partial)
$15,000 (floor: $12k)
JOINT checking · cycle: I swipe on JOINT card, submit receipts in Expensify, Suncraft cuts reimbursement check to joint
Joint Chase Sapphire Reserve (then wash)
Aither final liquidation One-time · §331 cap gain treatment
Aither C-corp · final distribution at dissolution
~$60-70k (residual after wind-down costs)
$0
Jasmine personal account · final wire before Aither dissolves
None
David · two income streams from Suncraft, plus tax-free reimbursement.
Income type
Paid by
2026 (H2 partial)
2027 (steady)
Bank account
Card touched?
Suncraft W-2 (base salary) $180k annual base · semi-monthly
Suncraft S-corp (Mercury)
~$82,500 ($180k × 5.5 mo)
$180,000
David personal checking · semi-monthly direct deposit (Gusto)
None · pure paycheck
Suncraft W-2 commission 10% of NEW MRR · supplemental wages · NOT 1099 per Rev. Rul. 87-41
Suncraft S-corp (Mercury) · separate supplemental check from base
~$15-25k (H2 new MRR landed × 10%)
$40,000 (floor: $28k)
David personal checking · MONTHLY commission run on supplemental check (22% flat withholding per Reg §31.3402(g)-1)
None · pure paycheck
Accountable-plan reimbursement Tax-free · BD travel + biz meals you advanced
Suncraft S-corp (Mercury)
~$5,000 (H2 partial)
$12,000 (floor: $9k)
JOINT checking · cycle: you swipe on JOINT card or Suncraft Amex Gold (client meals), submit in Expensify, reimbursement to joint
Suncraft Amex Gold (client meals at 50% deduction §274(n)) OR Joint Chase Sapphire (then wash)
K-1 distribution NOT a shareholder · this line is intentionally empty
—
$0
$0
— · §1361(b)(1)(D) single class of stock
—
Bank account topology · what feeds what.
Jasmine personal checking
INFLOWS: Aither W-2 (through Jul 15), Suncraft W-2 (Jul 15+), Suncraft K-1 distribution (quarterly wires), Aither final liquidation (one-time).
OUTFLOWS: Sweep half to joint checking for household. Hold the rest for personal estimated tax payments (4/15, 6/15, 9/15, 1/15), Sefid QSBS founder-stock subscription (Aug 2026), Sunspell HoldCo capital contributions, brokerage auto-buys.
OUTFLOWS: Sweep majority to joint checking. Hold a small reserve for your personal portion of estimated taxes + your $3,500/mo personal-card autopay.
Joint checking (the household line)
INFLOWS: Sweeps from Jasmine personal + David personal. Accountable-plan reimbursement checks from Suncraft (cell/internet/biz travel — both of us). Net: $50k/mo target.
OUTFLOWS: Auto-debit to rent ($8.7k), auto-ACH to savings ($17.3k total), joint card payments ($10.5k), joint card pays Jasmine + David personal card autopays.
Aither wind-down · what's still moving in 2026. I take a final Aither W-2 paycheck through Jul 15 (~$125k for the year on the existing $250k annualized base — that's already happened or in progress). After Jul 15 Aither earns nothing; my income switches entirely to Suncraft. The Aither final liquidation distribution (~$60-70k residual, §331 cap-gain treatment) hits my personal account at dissolution — likely Q4 2026 or Q1 2027 once the final 1120 reconciliation lands and we drain the Mercury balance. None of this Aither cash flows into the $50k household line; it stays at my personal account as tax-reserve + Sunspell capital. The Aither Amex Business Platinum closes after the final statement clears; the Aither Mercury closes T+90 after the final 1120 (see slide 7 transition timeline).
How this ties to the $50k household line. Of the $50k/mo that lands in joint checking, ~53% is W-2 take-home (yours + mine, swept from our personal accounts), ~43% is my K-1 top-up (the residual I draw from the quarterly Suncraft distribution wire), and ~4% is accountable-plan reimbursements (cycling through joint as a wash). The full per-source breakdown is on slide 17; this slide shows the per-PERSON view that maps each dollar to a paycheck, a wire, or a reimbursement check, and to the specific bank account it lands in.
Who owns what32 / 40
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.
The next 6 months33 / 40
The checklist for the next six months
What stands between us and a real foundation.
Everything rests on the next six months. The tax attorney unblocks the entity formations, which unblock everything else. Client work + ventures both have their own gates.
What
By when
☐
Engage QSBS-literate tax attorney · before any entity gets formed
July 15
☐
File Sefid + Suncraft + Sunspell IP-LLC · three entities in sequence
Aug 15
☐
Lock Electio + Loovly extensions · papered through 2027
Aug 15
☐
1-2 more clients signed · on top of Insuit
Sept 30
☐
Sefid pre-seed first money in · $250-400k
Oct 31
☐
Sunspell grant or investment · reduces Suncraft burden
Q4 push
☐
Sefid ML engineer signs · ISO grant ready
Dec 31
The bare minimum34 / 40
Five things absolutely have to happen for the plan to hold
The bare-minimum version of the plan.
Strip everything else out. If these five happen, the wedding year stays calm, the cushion stays untouched, the long arc opens on schedule. Miss two and we eat into the reserve.
1
Engage QSBS-literate tax attorney by July 15.
Every entity formation step downstream depends on this. Wrong structure = $5-15M+ of §1202 QSBS forfeited at the Sefid exit. Hire by July 15, before any paperwork gets filed.
July 15 · hard
2
File Sefid Inc. + Suncraft Inc. + Sunspell IP-LLC by Aug 15.
Three entities, papered in sequence. Sefid standalone DE C-corp (founder shares + §83(b)), Suncraft S-corp (Form 2553 + NY CT-6), Sunspell as IP-holding LLC for Sun OS.
Aug 15
3
Sefid pre-seed first money in by October.
$250-400k from the right people. Funds the ML engineer that builds the product. Reduces Suncraft burden of subsidizing Sunspell venture costs.
Oct 31
4
Sunspell grant or investment in pipeline.
Sunspell as a venture studio raises its own first dollars (grant or pre-seed) — every month earlier this lands is ~$30-50k of Suncraft surplus that stays in the household.
Active outreach
5
Don't break what's already working.
Sun OS and Syncara are live and holding clients. Sefid prototype shipped. Sapour beta done. Protect them while we add new stuff.
ongoing
If things slip35 / 40
Honest counterweight to the bare minimum · the fallback
What we do if the essentials slip.
Five things have to happen. If two slip, here's the floor. Cushion gets used. Wedding shrinks. Sefid round pushes a quarter. The plan doesn't break.
Three scenarios, in order of likelihood.
Scenario A · most likely slip
Pipeline closes only 1-2 of 4.
What we do: pull $80-160k from Aither for the year. Reserve mostly intact (~$1.13M). First $50k month at home slips to Jan 2027. Wedding shrinks to $150-200k.
Scenario B · timing slip
Studio Lead slips to Q1 2027.
What we do: I stay on delivery 3-4 more months. Sefid full-time slips to March 2027. Wedding still on. ML hire delays one month.
Scenario C · raise slip
Sefid pre-seed delays to Q1 2027.
What we do: ML hire pushes 2-3 months. Priced seed still on track for Q2-Q3 2027. Aither covers $80-120k of Sefid burn in Q1 2027.
Worst case, stacked. All three slip together. We pull ~$200k more from Aither than planned across 2026-27. Reserve drops to ~$1.05M. Wedding $150k. Kid #1 timing unchanged. The plan keeps going — slower, leaner, intact.
Risk register36 / 40
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 held as a C-corp eats ~30% of yield to tax
Fix: Tax attorney models conversion options before any other Aither decision. (a) Liquidate (taxable on appreciated assets), (b) S-elect with §1374 BIG analysis, or (c) restructure use case. Do not file anything before counsel weighs in.
~$10-25k/yr tax drag
Three scenarios37 / 40
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.
The long arc38 / 40
2027 → 2032 · the next six years
What the next six years look like.
If the first six months land, the rest follows. November is our first $50k month at home. From there: hand off, raise, marry, kids, sell, free.
2027
Hand off. Raise. Marry.
Studio Lead runs Suncraft on their own. I'm fully on Sefid. Bigger Sefid round (~$2.5-3M) closes in Q2-Q3. Two weddings — Lake Como in Italy + an upstate NY celebration — kept to $200-250k combined.
2028 → 2030
Two kids. Real home.
NYC apartment in late 2028. First kid Q3 2028, second in 2030. Parents take over their place. Sefid growing under its own team. I'm work-optional by late 2028. Home runs $55-70k a month.
2031 → 2032
Sell. Be free.
The five-year QSBS clock on Sefid finishes. That's when we sell with the biggest tax break. $25M+ in the bank. Hamptons beach house. Japan home (~$750k cash) in 2032. Greece in 2033-2034. Four homes, family-first, work optional.
Professional team39 / 40
Six specialists · hire-by dates · what each one does · budgets
The team we hire before any paperwork gets filed.
Every structural decision above requires named specialists. Generalists won't catch the QSBS holding-co trap, the NY CT-6 election, or the §83(b) 30-day window. Hire in this order. Budget $90-200k for the initial wave.
QSBS-literate startup tax attorney
Wilson Sonsini / Gunderson / Pillsbury / Fenwick / Cooley or a comparable boutique with explicit §1202 stacking experience. Designs the architecture: standalone Sefid C-corp, founder issuance, §83(b), trust gifting, 80% active-business test. NOT a generalist — this is structuring.
$15-30k setup
By July 15
NYC startup CPA / S-corp specialist
Federal Form 2553 AND NY CT-6 (the missed step), RCReports reasonable-comp study, NY PTET + NYC PTET elections by March 15 every year, Augusta Rule template, quarterly estimates, §41 R&D credit on first Sefid 1120, controlled-group 401(k) testing.
$8-15k/yr ongoing
By Aug 1
Corporate / startup equity attorney
DE certificates of incorporation, bylaws, founder stock purchase agreements with vesting + repurchase, Sefid Stock Option Plan and form of ISO grant agreement, convertible note papering, inter-company IP license + MSA.
$20-40k setup
By Aug 1
Two NY matrimonial attorneys (one each side)
Prenuptial agreement under DRL §236(B). Independent counsel rebuts Cioffi-Petrakis duress claims. Carve-outs for all pre-marital founder equity + Price v. Price active-appreciation override. Coordinates with estate counsel on SLAT compatibility.
$30-75k total
By Sept 30
Estate attorney with §1202 trust experience
Non-grantor dynasty trust (DE/SD/NV situs) — separate §1202 taxpayer with own per-issuer $15M cap. Form 709 gift-tax filing + qualified appraisal of pre-priced-seed shares. Post-marriage SLAT layer.
$15-40k per trust
By Q4 2026
R&D credit specialist + 409A firm
alliantgroup / KBKG / boutique for §41 R&D credit on Sefid ML spend ($50-200k cumulative payroll-tax offset via §41(h)). Carta or Aranca for 409A valuations before each Sefid option grant.
$5-10k/yr each
By Q4 2026
Total initial setup: $90-200k. Pays for itself many times over — the QSBS architecture alone is worth $5-15M+. The team is the budget item with the highest ROI in the whole plan.
Decisions + what's next40 / 40
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.