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.
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:
| Account | Status | Notes |
|---|---|---|
| Forefront Global (Daniel Shirazi) | Service agreement under review | 35 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 review | 50 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 Global | Active 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 approved | 200 employees across 5 dealerships. HR has approved the program internally, the largest account in the pipeline by headcount. |
| C.R. Salon | Prospect | ~25 employees; W2/1099 classification pending confirmation. |
| City of Miami | Early-stage discussion | Following 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). |
| Betr | Introduction stage | A corporate meal-program client prospect referred by Daniel Shirazi (Forefront Global). Early-stage relationship. |
Forefront Global and FanBasis are both proceeding under the same master template — the Tati Eats, LLC Corporate Meal Program Services Agreement. Standard terms are summarized below; specific pricing terms for each account are included in Question 1.4, alongside the revenue calculation they support.
| § | Term — Summary |
|---|---|
| 1 | Initial Term — set on the cover page per client |
| 2 | Renewal — automatically renews on a rolling quarterly basis thereafter |
| 3 | Termination during Initial Term — no termination for convenience; only for an uncured default |
| 4 | Termination after Initial Term — either party, 30 days' written notice |
| 5 | Early termination fee — payment due for the remaining term based on enrolled headcount (other than our own default) |
| 6 | Payment terms — first month's fee due in advance, net-30 invoicing thereafter |
| 7 | Performance obligations — 24-business-hour account manager response standard; weekly menu management with immediate updates for severe allergies |
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 in Question 1.4. 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:
| Account | Confirmed headcount | Annual meals | Indicative annual revenue |
|---|---|---|---|
| Forefront Global | 35 | 18,200 | $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 Group | 200 | — | ~$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 powered by Ignite (§125 supplemental) and referral revenue streams are under separate evaluation for each account and are not included above.
Specific proposed pricing terms for our two active accounts:
| Term | Forefront Global | FanBasis |
|---|---|---|
| Headcount | 35 employees (7 W2 / 28 1099) | 50 total identified, 25 confirmed |
| Price per meal | $15.00 | $15.00 |
| Meal frequency | 2 meals/day per employee | 2 meals/day per employee |
| Employee contribution | $7.50/meal (50%) | $10.00/meal (~67%) |
| Tati Benefits powered by Ignite (§125 supplemental program) | Under evaluation | Under evaluation |
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:
| Category | Rate | Basis |
|---|---|---|
| Kitchen staff (on-call cooks) | $650/week per cook | 5 available |
| Delivery | $15/delivery | 10+ drivers on call, scales with volume |
| Program lead | $500/week | Fixed |
| Accounting | $1,000/month | Ongoing — active bookkeeping and client accounting |
| Insurance | $100/month | Ongoing |
| Rent — Wynwood kitchen (all-in) | See Year 1 schedule below | Escalating — abatement in early months, steady-state from Month 6 |
Year 1 rent schedule — Wynwood kitchen:
| Month | Base Rent | Additional Rent | Total | Notes |
|---|---|---|---|---|
| 1 | $0.00 | $0.00 | $0.00 | Prepaid on execution |
| 2–4 | $7,322.50 | $2,738.33 | $10,060.83 | Abated for equipment allowance and base rent |
| 5 | $9,822.50 | $2,738.33 | $12,560.83 | Equipment allowance abatement ends |
| 6–12 | $12,322.50 | $2,738.33 | $15,060.83 | No abatement — steady-state rate |
Fixed monthly overhead (rent, insurance, accounting, program lead) runs approximately $18,000–$18,300 at the steady-state rent rate, before variable kitchen staffing and ingredient costs, with staffing and delivery scaling directly with enrolled volume. A full monthly operating model incorporating revenue, gross margin, direct costs, and expected cash burn is in progress, pending sign-off from our accounting team, and will be provided as a follow-up deliverable.
Tati Benefits powered by Ignite, delivered through our benefits partner Add Benefits LLC (a licensed insurance agency, coordinated with Ignite Health for app and onboarding integration), is what's actually available to enrolled employees today, at $0 net cost to their take-home pay: unlimited $0-copay telehealth, $0-copay prescriptions on 1,000+ medications, an FSA card, mental health support, women's health services, a MEC (Minimum Essential Coverage) plan for emergency and hospitalization coverage, an annual comprehensive blood draw, and preventative screenings. The employer fee is $75 per enrolled employee per month, with an approximate net saving to the employer of $50/employee/month through reduced FICA obligations. The referral agreement formalizing this partnership was executed June 18, 2026, providing Tati Food Group, LLC a 20% revenue share on collected fees from referred clients — real, contracted company revenue, not a related-party arrangement.
Health insurance today is designed almost entirely to pay for sickness after it occurs. We believe food is, and has always been, one of the most direct and underused points of intervention available to change that — and we're building tati. to prove it, starting with the corporate meal program itself.
To be direct on where our own licensed-carrier vision stands: tati. does not have a licensed insurance carrier relationship of its own in place today — BECAUSE THAT CATEGORY DOESN'T EXIST YET. We are the company setting out to build it. We are moving to ensure this will be backed by real clinical and regulatory credibility. We've already begun assembling a Board of Advisors for this purpose and are looking to expand it further as part of Phase II, including Jean-Claude Camus (former Assistant Deputy Minister of Health, Ontario) and, we hope, Dr. Arun Gupta. What is operating today: the IRC §162 employer meal deduction (an established federal tax provision), and the Tati Benefits powered by Ignite program described above. 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. One nuance worth noting for completeness: our benefits partner's program references a separate third-party insurer in connection with the MEC plan component specifically; we are confirming that relationship in writing and will provide detail once confirmed, since it involves a partner's partner rather than tati. directly.
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.
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 — at our prior facility, notably a less capable setup than the Wynwood kitchen now awaiting activation. That figure sits squarely within the volume range this target implies, and having already proven that throughput at a lesser facility gives us real confidence the upgraded kitchen will support at least that volume, and likely more, 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.
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.
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) carries a guaranty structure broader than a single personal guarantee. Three parties have each executed an unconditional, unlimited guaranty of this lease, joint and severally: Tatiana Palacio personally, TWT Personal Chef Enterprises LLC, and Tati Food Group LLC itself — the parent holding company. Unlike the Cutler Bay facility above, this lease guaranty carries no dollar cap; each guarantor is liable for the full rent and other lease obligations for its term, and the landlord may pursue any one guarantor directly upon default without first exhausting remedies against the tenant. We want to be clear about the rest of the liability boundary: 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. The exposure runs to Tatiana Palacio personally and to the two entities named above.
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.
Emanay Holdings LLC is our parent company; Emanay Inc. (operating as Emanay Advisors) and each of the six licensed affiliate divisions below are separate subsidiaries — not divisions of one another. Each professional-services area (legal, accounting, capital markets, technology, real estate, venture advisory) is walled off into its own independently licensed entity, so no single practice area's judgment is compromised by pressures from another. Emanay Ventures LLC — the entity relevant to the Transaction Structure Model in Figure 4.22 below — is one of these seven co-equal subsidiaries, not a standalone operation.
Figure 4.21
Since this investment is made directly into TOTS ESV SPV LLC, we want to show how that entity itself is structured, not just what it owns of Tati Food Group LLC. Emanay Ventures sits above a broader vertical of "Associate Ventures LLC" entities across Emanay's portfolio — David's and Dillon's are the two that hold a direct interest in TOTS ESV SPV LLC specifically, plus a potential third for you (Emanay VG Ventures). It is these Associate Ventures LLC entities themselves that hold the direct interest in TOTS ESV SPV LLC:
Figure 4.22
Why the Associate Ventures LLC entities are non-voting: if each carried its own voting rights tied to its economic interest in TOTS ESV SPV LLC, every decision would require working through multiple layers of separate entities and their own internal decision-makers — a "daisy chain" that slows or blocks decisions and creates single points of failure. Structuring the associate SPVs as non-voting, profit-share-only interests means voting and decision-making authority sits solely with TOTS ESV SPV LLC itself — specifically with Alex Camus as sole Manager — regardless of who holds the underlying economic interest. This is a deliberate, programmatic design choice: if an associate passes away, becomes incapacitated, or leaves the firm, the SPV's ability to make decisions for its stake in Tati Food Group LLC is entirely unaffected.
The strategic benefit of this structure: because the Associate Ventures LLC entities hold non-voting, profit-share-only interests, Emanay — acting through TOTS ESV SPV LLC as Strategic Member — can bring in further capital and participants over time (such as your position through Emanay VG Ventures) without disturbing or renegotiating the existing cap table. New participants slot into the vertical underneath TOTS ESV SPV LLC without changing who controls the vote at the SPV level. Rather than distributing voting rights at the Emanay/SPV level as capital comes in, our approach is to build out a Board of Advisors at the Tati Food Group LLC level instead — providing clinical, regulatory, and strategic input on the operating business itself. This is the same Board of Advisors referenced in Section 2.1, including Jean-Claude Camus and, we hope, Dr. Arun Gupta, with further additions planned as part of Phase II.
This layer is designed as an internal K-1 tax-reporting mechanism for phantom equity on associate and venture-investor documents, allowing individual participants to hold an economic position through their own Associate Ventures LLC entity without a direct, personally-taxed line item in TOTS ESV SPV LLC. It is not a required structure, but it's a useful one: your position would sit inside Emanay VG Ventures (to be formed upon closing), which would hold a profit-share interest in TOTS ESV SPV LLC — non-voting, consistent with the existing David and Dillon Associate Ventures LLC entities. Once your investment closes, TOTS ESV SPV LLC's stake in Tati Food Group LLC rises from 10% to 35% — the unallocated 25% pool folds into the existing 10% position — making TOTS ESV SPV LLC the majority holder in the resulting capitalization.
Continuing the flow from the top: here is the full entity and ownership structure, showing TOTS ESV SPV LLC's position within Tati Food Group LLC's broader cap table and subsidiary structure.
Figure 4.23
Legend applies to Figures 4.22 and 4.23 above.
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.
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:
| Deliverable | Hours | Actually invoiced | Market-rate value |
|---|---|---|---|
| Legal draft work — UPA, MSA, entity formations, SPV, agreements | 200h | $15,425 | $180,000 |
| Tech buildout — platform, sales pipeline, intake, CRM, investor portal | 300h | $29,500 | $105,000 |
| Corporate structure & tax — entity reorg, cap table, §162 strategy | 200h | $10,000 | $70,000 |
| Client & project management — onboarding, ops, runbooks | 250h | $7,162 | $87,500 |
| Advisory services — deal support and facilitation | — | $7,540 | — |
| Brand & investor materials — brand system, proposals, CIM | 200h | — | $70,000 |
| Menu development — program design, dietary systems | 150h | — | $52,500 |
| Kitchen sourcing — sourcing, lease negotiation | 100h | — | $35,000 |
| On-call partner team — ongoing corporate development | 300h | — | $105,000 |
| Board & PR development — board sourcing, PR roadmap | 175h | — | $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:
| Category | Amount |
|---|---|
| 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 |
Of the $30,000 Wynwood lease broker fee: $10,000 was funded from Cholo Holdings capital, $15,000 was covered directly by Emanay on its own balance sheet, and $5,000 was offset in good faith from a separate real estate arrangement between LX Realty and Emanay Realty. 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.
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.
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. See Section 4.2 for the Transaction Structure Model showing how TOTS ESV SPV LLC itself is structured underneath this cap table line.
| Requested Material | Status |
|---|---|
| Signed customer agreements / material terms summary | Terms summarized above; executed copies to follow upon signature |
| Detailed revenue pipeline and forecast | Included above |
| Monthly operating budget and cash-flow model | In progress, pending sign-off from our accounting team |
| Kitchen operating cost schedule | Included above |
| Corporate structure chart, ownership chart, and capitalization table | Included above |
| Founder and sponsor investment summary | Included above |
| Itemized expense ledger (all Emanay-related capital, Jan–Jul 2026) | Available upon request |
| Driver contracts | Available upon request |
| Kitchen contracts | Available upon request |
| Leasing arrangements | Terms summarized above; full lease document available upon request |
| Intercompany and member loan / security arrangements | Disclosed in full in Section 4.1; additional arrangements available upon request |
| B2B customer contract (template) | Terms summarized above; full template available upon request |
| App/website terms of use, privacy, and liability policies | Available upon request |
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.