Emanay
Capital Markets · Response to Investor Diligence Request
1221 Brickell Ave, Suite 900
Miami, FL 33131
legal@emanay.io · emanay.io
Document Reference
ECA-DDR-TATIFOODGROUP-001
Date
July 29, 2026
Prepared By
Alex Camus, Managing Director, Emanay Advisory
Status
Final
Confidential

Thank you for the thoughtful questions below. We've organized our response in the same order you raised them, with supporting detail and the underlying materials referenced where useful. Please don't hesitate to follow up on anything that would benefit from further detail.

01 · Customer Contracts & Revenue Quality
Client Pipeline, Commercial Terms & Revenue Quality
Question 1.1
Which clients are signed, which are pending, and what is the status of each relationship?

As of this writing, no corporate client agreement has been fully executed. This is a deliberate sequencing decision, not a reflection of demand — see the explanation below the table. Here is the complete, current picture of every account in the pipeline:

AccountStatusNotes
Forefront Global (Daniel Shirazi)Service agreement under review35 employees (7 W2 / 28 1099). Daniel Shirazi is a family friend of our team, and his personal belief in the program has directly accelerated this relationship and generated two additional referrals (see below).
FanBasis Inc. (Yash Daftary)Service agreement under review50 total employees identified, 25 confirmed today. tati. is already integrated into FanBasis's employee onboarding package; 3 meetings and 2 live meal trials completed. Targeting a September 1 program start. Company is rebranding to "Commas" (not yet public). This account also carries an embedded advantage: our own legal and accounting service providers have existing relationships within FanBasis, which has meaningfully shortened the sales cycle here.
CNW GlobalActive trial~50 employees. Sourced via a direct introduction from Forefront Global's Daniel Shirazi, after his colleague observed the program running firsthand. A family-style catering trial ran July 27, ahead of a conversion decision.
Brickell Automotive Group (Mario Murgado)Active trial — HR approved200 employees across 5 dealerships. HR has approved the program internally, the largest account in the pipeline by headcount.
C.R. SalonProspect~25 employees; W2/1099 classification pending confirmation.
City of MiamiEarly-stage discussionFollowing a productive initial meeting with city HR, a custom proposal is being prepared for the HR Director covering four employee groups (Police, Fire, General, Solid Waste).
BetrIntroduction stageA corporate meal-program client prospect referred by Daniel Shirazi (Forefront Global). Early-stage relationship.
Why contracts are not yet executed. This is a capital-sequencing decision, not a demand constraint. We currently operate an active offsite kitchen capable of production today — this is the source of the trial runs and catering events described above. Taking on commercial, corporate-scale service obligations requires our primary kitchen (51 NW 23rd Street, Wynwood) to be fully activated first, so that we do not commit to service levels we cannot reliably support as volume ramps. The binding constraint is working capital for food costs and kitchen activation — precisely the use of proceeds this raise is intended to fund.

Question 1.2
Key commercial terms for signed and near-signed clients

Forefront Global and FanBasis are both proceeding under the same master template — the Tati Eats, LLC Corporate Meal Program Services Agreement. Current proposed terms:

TermForefront GlobalFanBasis
Headcount35 employees (7 W2 / 28 1099)50 total identified, 25 confirmed
Price per meal$15.00$15.00
Meal frequency2 meals/day per employee2 meals/day per employee
Employee contribution$7.50/meal (50%)$5.00/meal (~33%)
tati. Benefits (§125 supplemental program)Under evaluationUnder evaluation

Standard contract terms across both agreements: an initial term set on the cover page, automatically renewing on a rolling quarterly basis thereafter; no termination for convenience during the initial term (termination only for an uncured default); 30 days' written notice for non-renewal after the initial term; early termination (other than our own default) requires payment for the remaining term based on enrolled headcount; first month's fee due in advance, net-30 invoicing thereafter; a 24-business-hour account manager response standard; and weekly menu management with immediate updates for severe allergies.

Question 1.3
Detailed calculation supporting the revenue pipeline

We want to be precise here: the $467K figure referenced in earlier materials reflected an older pricing structure and is being superseded by the terms above. At current proposed terms ($15/meal, 2 meals/day, 5-day week, 52-week year), and using the confirmed headcount for each account, indicative annual program revenue is:

AccountConfirmed headcountAnnual mealsIndicative annual revenue
Forefront Global3518,200$273,000
FanBasis Inc.25 (of 50 identified)13,000$195,000
CNW Global~50~$136,000 (prior modeling, subject to final terms)
Brickell Automotive Group200~$546,000 (prior modeling, subject to final terms)

None of this reflects one-time or setup fees — it is entirely recurring program revenue at proposed pricing. It is presented as indicative pipeline value at current terms, not confirmed recurring revenue, since none of these agreements are yet executed. Our tati. Benefits (§125 supplemental) and referral revenue streams are under separate evaluation for each account and are not included above.

Question 1.4
Revenue versus costs — operating economics

The figures below are scoped to the corporate B2B meal program specifically. They exclude other revenue channels that are either already operating today or can be activated immediately once the Wynwood kitchen is live — including our personal/direct-to-consumer meal program, catering, and delivery-platform (Uber Eats) revenue.

To give a concrete sense of that channel: our Stripe processing history from March through July 28, 2026 shows $46,523 in gross charges across 127 transactions ($44,391 net of processing fees and refunds), with monthly volume growing from a standing start in April to approximately $15,000–$18,000/month by May and June. This is real transaction history, distinct from and prior to any corporate account, and reflects genuine demand for the personal and catering side of the business independent of the corporate pipeline discussed throughout this response.

Program-level unit economics for the corporate program are built around a blended cost of approximately $7.50 per meal (ingredients, packaging, and delivery-allocated labor) against the $15.00 program price. Our current monthly kitchen operating structure is as follows:

CategoryRateBasis
Kitchen staff (on-call cooks)$650/week per cook5 available
Delivery$15/delivery10+ drivers on call, scales with volume
Program lead$500/weekFixed
Accounting$1,000/monthOngoing — active bookkeeping and client accounting
Insurance$100/monthOngoing
Rent — Wynwood kitchen (all-in)$15,000/monthFixed

Fixed monthly overhead (rent, insurance, accounting, program lead) runs approximately $17,000–$18,000 before variable kitchen staffing and ingredient costs, with staffing and delivery scaling directly with enrolled volume. A full monthly operating model incorporating these figures against realized program revenue is in progress and can be provided as a follow-up deliverable.


02 · Insurance, Carrier Relationships & Service Model
What Is Operating Today vs. the Roadmap
Question 2.1
Licensed carrier relationships and regulatory status

To be direct: there is no licensed insurance carrier relationship in place today, outside of our benefits program — because that category doesn't exist yet. We are the company setting out to build it. Health insurance today is designed almost entirely to pay for sickness after it occurs. There is a real and growing movement toward wellness and prevention instead, and food has always been among the most direct points of intervention available in that shift. We've pursued this thesis deliberately, not speculatively: it is backed by a clinically-informed Board of Advisors — physicians and former government health officials — whose expertise and relationships give us a genuine path to help lead that movement, not simply theorize about it. That is the forward-looking thesis behind our future carrier roadmap.

What is operating today: the IRC §162 employer meal deduction (an established federal tax provision) and our tati. Benefits program — a §125 supplemental benefits offering (FSA card, telehealth, prescription access, mental health support, annual blood draw, preventative care) administered by our benefits partner. This is the actual insurance-adjacent service being delivered to enrolled employees today. Separately, our team includes a principal who operates a licensed Florida health and life insurance agency with 200+ agents and a relationship with Family First Life — a distribution relationship, not a carrier relationship. A future licensed carrier entity ("tati. Health") is part of our longer-term roadmap, gated to a future funding milestone, and has not been established.

Question 2.2
"Food as the primary clinical intervention" — what this means

This is the same thesis described in Question 2.1, stated more specifically: a population that eats nutritionist-aligned, chef-prepared meals daily as a covered benefit, with the expectation that this improves health outcomes and lowers claims relative to an uncontrolled-diet population over time. It is a forward-looking thesis for our future carrier roadmap, credibly supported by our Board of Advisors' clinical and regulatory expertise — not a claim about current clinical or actuarial results.


03 · Corporate Accounts, Operations & Scaling
Capacity, Timing, and Cost Structure
Question 3.1
What "3–5 corporate accounts" means operationally

Our current single-kitchen footprint (Wynwood, 51 NW 23rd Street) is modeled to reliably produce and deliver for 3–5 corporate accounts of roughly 35–200 employees each — approximately 150–550 covered lives — at current staffing, once fully activated. This isn't purely theoretical: our kitchen has already demonstrated production at comparable scale historically, running approximately 750 meals per day in January 2026 through our personal and catering channels. That figure sits squarely within the volume range this target implies, giving us real confidence in the throughput capacity itself, even as we continue validating the specific service-level requirements (delivery windows, allergy handling, account management) that corporate accounts add on top of raw volume. Based on current pipeline conversion, we expect to reach the 3–5 account range by Q4 2026–Q1 2027.

Question 3.2
Kitchen operating cost structure

See the full staffing and overhead breakdown in Question 1.4 above. Ingredient/COGS cost runs on a blended estimate of approximately $7.50 per meal (ingredients, packaging, delivery-allocated cost); we are refining this into fully itemized ingredient-level detail. Real estate costs are tracked separately from the operating figures above: the Wynwood kitchen carries a $15,000/month all-in rent, following an initial lease payment of $45,182.49 (first month's rent, deposit, and administrative fee) and a $30,000 broker fee. Our owned Cutler Bay facility carries an appraised value of approximately $650,000 and is held separately as a company asset.


04 · Founder, Sponsor & Governance
Structure, Guarantees & Capital Contributed to Date
Question 4.1
Founder guarantee and investor recourse

Yes — Tatiana Palacio has provided a personal guarantee in connection with a separate secured financing facility. On May 27, 2026, TOTS ESV SPV LLC (as Lender) extended a secured loan facility to TWT Personal Chef Enterprises LLC (as Borrower) to bring a mortgage on the company's Cutler Bay property current and keep it serviced. Tatiana Palacio personally guarantees this facility, and has pledged her full 40% membership interest in Tati Food Group LLC as collateral, with that interest fixed at an agreed value of $223,442.27 for enforcement purposes. We are disclosing this in full because it is a material fact relevant to the company's capital structure.

Separately, and distinct from the above: this investment opportunity itself is a straight equity investment (a membership interest in TOTS ESV SPV LLC, which holds equity in Tati Food Group LLC). It carries no personal guarantee, collateral, or repayment obligation running to the investor — recourse is limited to the value of the underlying equity, consistent with a founder-stage equity round.

For completeness, the Company's Wynwood kitchen lease (51 NW 23rd Street) is also personally guaranteed by Tatiana Palacio, with the lease entity, Tati 51 NW 23rd Street LLC, providing a secondary corporate guarantee. We want to be clear about the boundary of this liability structure: no other principal — not Alex Camus, not David Rosati, not Alejandro Lonsdale — and no current or prospective investor holds any personal liability anywhere in the Company's structure. All personal guarantee exposure sits with Tatiana Palacio alone, across both this lease and the secured facility described above.

Question 4.2
Corporate structure, ownership, and existing agreements

Our corporate structure is as follows: Tati Food Group LLC is the parent holding company, wholly owned by its three current holders. Its direct operating subsidiaries are Tati Eats, LLC (the client-facing revenue entity), TWT Personal Chef Enterprises LLC (payroll and real estate), and Tati 51 NW 23rd Street LLC (the Wynwood kitchen leasehold). A separate set of entities under the Emanay umbrella — Emanay Advisory, Emanay Law Group, Emanay Accounting, Emanay Capital, Emanay Ventures, Emanay Realty, and Emanay Technologies, along with our benefits administration partner — provide services under fee-for-service and advisory arrangements, and sit outside the Tati Food Group cap table entirely.

Direct ownership Contractual / service relationship Tatiana Palacio Founder · 40% direct Cholo Holdings LLC Alejandro Lonsdale · 25% direct TOTS ESV SPV LLC 10% · Strategic Member Unallocated pool 25% — not yet issued Tati Food Group LLC Parent holding company Tati Eats, LLC Revenue entity · client agreements TWT Personal Chef Enterprises, LLC (payroll entity) Tati 51 NW 23rd St LLC Wynwood kitchen leasehold Cutler Bay Kitchen Owned asset, held by TWT Appraised value: ~$650,000 Emanay Advisory · Law Group · Accounting · Capital · Ventures · Realty · Technologies Separate licensed affiliate divisions · service & advisory agreements Outside the Tati Food Group cap table

The current capitalization of Tati Food Group LLC is: Tatiana Palacio 40%, Cholo Holdings LLC (Alejandro Lonsdale) 25%, TOTS ESV SPV LLC 10% (Strategic Member), and a 25% unallocated pool available for future investment. There is no option pool, no SAFEs, no convertible notes, and no outstanding warrants. The one existing debt obligation is the secured facility disclosed in Question 4.1 above.

Question 4.3
Capital and sweat equity contributed to date

Direct cash equity into Tati Food Group LLC to date totals $175,000, contributed by Cholo Holdings LLC (Alejandro Lonsdale) in two tranches. Neither David Rosati nor Alex Camus has made a personal cash equity investment; both have received fee-for-service advisory payments for work performed, paid out of that deployed capital, alongside broader Emanay-affiliate service fees (legal, technology, accounting).

Beyond the cash actually invoiced, our team has contributed substantially more in professional time than has been billed. The table below compares what was actually invoiced against a benchmarked market rate for equivalent work:

DeliverableHoursActually invoicedMarket-rate value
Legal draft work — UPA, MSA, entity formations, SPV, agreements200h$15,425$180,000
Tech buildout — platform, sales pipeline, intake, CRM, investor portal300h$29,500$105,000
Corporate structure & tax — entity reorg, cap table, §162 strategy200h$10,000$70,000
Client & project management — onboarding, ops, runbooks250h$7,162$87,500
Advisory services — deal support and facilitation$7,540
Brand & investor materials — brand system, proposals, CIM200h$70,000
Menu development — program design, dietary systems150h$52,500
Kitchen sourcing — sourcing, lease negotiation100h$35,000
On-call partner team — ongoing corporate development300h$105,000
Board & PR development — board sourcing, PR roadmap175h$61,250
Total~1,875h~$69,627$766,250

Market rates above are benchmarked against comparable professional services: general advisory, technology, and project-management work at $350/hour; legal drafting at $900/hour, the midpoint of current U.S. market rates ($800–$1,000/hour) for a comparably experienced corporate attorney in a major market. On this basis, approximately $696,000 in professional time has been contributed to date beyond what has actually been invoiced against invested capital.

Beyond professional services, Emanay has also directly covered or advanced real operating costs on the Company's behalf over the past several months — ongoing accounting, ingredient costs, and payroll-adjacent transfers — beyond what the $175,000 in deployed equity capital covered:

CategoryAmount
Operational advances — accounting, ingredients, payroll transfers (April–June)$36,627.66
Operational advances — accounting, ingredients, operations (July, through the 30th)$18,824.76
Total operational advances beyond deployed equity capital~$55,452.42

Separately, $20,000 of the Wynwood lease broker fee was covered directly on Emanay's own balance sheet rather than from Company capital or the operational advances above. A running balance owed to Emanay of $46,627.66 (through June) and $18,824.76 (July, through the 30th) reflects amounts advanced beyond deployed capital, currently unreconciled as a formal payable. A fully itemized expense ledger is available upon request.


05 · Valuation & Capitalization
Basis for Valuation and Resulting Capitalization
Question 5.1
Valuation methodology

The Company's initial valuation was established at the time of the January 2026 Unit Purchase Agreement: 60% of the Company was valued at $350,000, implying a full-company valuation of approximately $583,000. This was grounded in two concrete inputs: the $650,000 appraised value of the Company's Cutler Bay real estate asset, and the Company's actual FY2025 historical financial performance — $655,627 in total revenue and $173,255 in net income (26.4% net margin), reflecting a profitable first full year of operations across all revenue channels. On this basis, the initial valuation reflects approximately 0.9× trailing revenue and 3.4× trailing net income — modest multiples for a profitable operating business.

A subsequent proposed investment, documented in a non-binding term sheet, would value the Company at $656,250 pre-money / $875,000 post-money for a $218,750 investment representing 25%. Definitive documentation for this transaction is in process.

Question 5.2
Current capitalization table

The Company's current capitalization is: Tatiana Palacio 40%, Cholo Holdings LLC (Alejandro Lonsdale) 25%, TOTS ESV SPV LLC 10% (Strategic Member), and a 25% unallocated pool. There is no option pool, no SAFEs, no convertible notes, and no outstanding warrants. As disclosed in Section 4, a security interest exists over Tatiana Palacio's 40% interest in connection with a separate secured financing facility, fixed at $223,442.27 for enforcement purposes.


06 · Supporting Materials
Available Now and In Progress
Requested MaterialStatus
Signed customer agreements / material terms summaryTerms summarized above; executed copies to follow upon signature
Detailed revenue pipeline and forecastIncluded above; full model available upon request
Monthly operating budget and cash-flow modelIn progress
Kitchen operating cost scheduleIn progress as part of kitchen activation planning
Corporate structure chart, ownership chart, and capitalization tableIncluded above
Founder and sponsor investment summaryIncluded above
Itemized expense ledger (all Emanay-related capital, Jan–Jul 2026)Available upon request

We're glad to go deeper on any of this

Happy to schedule a call to walk through any of the above in more detail, or to provide the in-progress materials as they're finalized.