Strategic Navigator
Interactive Roadmap to the Newco Partnership Offer| Focus Area | Full Offer Definition | Action |
|---|---|---|
| 1. Executive Overview | Mandate & APX Commitments | Navigate to Sec 1 |
| 2. Newco Snapshot & Strategic Fit | Formation Facts & Convergence | Navigate to Sec 2 |
| 3. Partnership Structure | Six Coordinated Workstreams | Navigate to Sec 3 |
| 4. Commercial Terms | Retainer, Alignment & Exclusions | Navigate to Sec 4 |
| 5. Commitments | Investment & Advisory Board | Navigate to Sec 5 |
| 6. Strategy & Execution (I) | Operating Principles & Incubator Model | Navigate to Sec 6 |
| 7. Strategy & Execution (II) | Marketing & Political Campaign Vertical | Navigate to Sec 7 |
| 8. Strategy & Execution (III) | AI Video, Micro-Drama & Fundraising | Navigate to Sec 8 |
| 9. Strategy & Execution (IV) | Governance, KPIs & Operating Cadence | Navigate to Sec 9 |
| 10. APXCoin Commitment | Treasury Allocation & Milestones | Navigate to Sec 10 |
1. Executive Overview
APX Group (the "APX") proposes a comprehensive, multi-layer partnership with Newco and the broader Newco ecosystem (collectively, the "Company") to accelerate the transformation from fee-based production services to an equity-focused business incubator, scale artificial intelligence video production capabilities, expand into vertical micro-drama content creation, and build a category-defining platform at the intersection of traditional media production, AI-enhanced content generation, and venture capital incubation.
This offer combines substantial capital support, institutional-grade strategy and marketing execution, milestone-controlled token escrow mechanisms, production facilities collaboration, and executive advisory services through APX leadership. The partnership is structured to align incentives, reduce execution risk, increase velocity across multiple business verticals, and position Newco as a leading business incubator and content production innovator in the Manhattan market and beyond.
The intent is to provide Newco with the capital, strategic guidance, operational discipline, and partnership resources required to execute its ambitious vision while maintaining governance standards, investor-grade reporting, and clear narrative positioning for capital providers, portfolio companies, and strategic partners.
Providing Newco with the capital, strategic guidance, operational discipline, and partnership resources required to execute its ambitious vision while maintaining governance standards.
What APX is Committing
- Investment support : Cash and structured instruments with tranche discipline tied to objective milestones and governance protections, supporting both infrastructure expansion and portfolio company investments.
- Adi Cohen Advisory Board appointment : Supporting capital formation strategy, investor introductions, portfolio company selection and management, category positioning, and operational governance.
- Integrated 8-month execution program : Covering fundraising readiness, business model refinement, portfolio company incubation framework, digital marketing infrastructure, political campaign marketing strategy, AI video production acceleration, and vertical micro-drama content development.
- APXCoin commitment: USD 3,000,000 equivalent in APXCOIN, locked in milestone-controlled escrow structure for marketing campaigns, portfolio company incentives, and strategic partnership activations.
- Political campaign digital marketing infrastructure : Strategic support for political digital marketing vertical including compliance frameworks, platform strategy, AI-enhanced targeting, and client acquisition systems.
- Compliance-first approach : Documentation standards and governance frameworks appropriate for sophisticated investors, institutional partners, portfolio companies, and regulatory scrutiny.
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Months Initial Term
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Core Workstreams
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USD APXCoin Commitment
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Execution Milestones
2. Newco Snapshot and Strategic Fit
Newco is expected to be formed as a dedicated acquisition and incubation platform under the leadership of Barry Kostiner. Newco’s objective is to source, acquire, and scale media assets and related intellectual property, while building a repeatable operating model for portfolio company support, capital formation, and AI-enabled content production capabilities. This section provides a high-level formation snapshot and strategic fit rationale for the contemplated partnership with APX.
Table 1: Newco Formation Facts and Strategic Context
| Formation Item | Details |
|---|---|
| Entity Status | Newco is a newly formed entity to be organized for the purpose of this strategic partnership and related media acquisition and incubation activities. |
| Responsible Executive | Barry Kostiner (anticipated Chief Executive Officer of Newco), acting on behalf of Newco and its organizing principals. |
| Purpose | To source, acquire, finance, and scale media assets and related intellectual property, including through acquisitions, structured investments, and services-for-equity arrangements. |
| Initial Operating Plan | An integrated eight (8)-month execution program with APX to establish Newco’s operating model, acquisition pipeline, diligence and integration processes, and fundraising readiness. |
| Capitalization | Newco’s capitalization requirements and target raise size will be determined by Newco and APX based on the acquisition pipeline and execution plan; any cash investment by APX is tied to an APX-led fundraising closing. |
| Governance and Reporting | Institutional cadence and controls (weekly cadence calls, biweekly workstream reviews, monthly reporting, and quarterly board-style packages), together with mutually agreed reserved matters. |
| Strategic Context | Newco is intended to serve as a scalable platform for media acquisitions and portfolio value creation, supported by APX’s strategic, operational, and capital markets capabilities and an equity-backed APXCOIN escrow framework. |
APX views Newco as a high-conviction convergence opportunity positioned at the intersection of multiple powerful trends: AI disruption of traditional video production, evolution of content consumption toward short-form vertical video, democratization of sophisticated production capabilities through volume wall technology, and growing demand for integrated marketing and capital markets services among early-stage consumer and media companies.
The combination of proven production operations, emerging AI capabilities, strategic relationships through the Looking4Larry merger, and capital markets expertise through Barry Kostiner creates a differentiated platform with multiple paths to significant value creation.
The strategic fit with APX is compelling across multiple dimensions:
- Production infrastructure synergies : APX facilities and Newco infrastructure create complementary capabilities enabling seamless project overflow, specialized post-production workflows, and collaborative content development that expands capacity for both organizations.
- AI video production collaboration : Gold Leader AI's generative capabilities combined with APX technical resources accelerate innovation, reduce development costs, and enable rapid iteration on commercial applications across advertising, entertainment, and political marketing.
- Portfolio company value creation : APX strategic advisory and Newco production/marketing services create comprehensive incubator offering addressing capital formation, go-to-market execution, brand development, and content creation needs of early-stage companies.
- Political digital marketing : APX expertise in compliance frameworks, data architecture, and platform strategy combined with Newco creative capabilities and Looking4Larry promotional excellence positions partnership to capture meaningful share of multi-billion-dollar political advertising market.
- Vertical micro-drama content : Shared investment in horror and genre content for mobile-first distribution platforms creates revenue diversification and IP value beyond traditional client services.
- Capital formation acceleration : APX investor network and Newco capital markets expertise through Barry Kostiner enable portfolio company financing, strategic partnerships, and eventual exit opportunities through NASDAQ listings or acquisitions.
3. Proposed Partnership Structure
APX proposes a partnership structured around six coordinated workstreams that run in parallel and reinforce each other. Each workstream has defined deliverables, accountable owners, objective milestones, and measurement frameworks.
- Workstream A : Capital formation, investor relations, and portfolio company financing strategy
- Workstream B : Business model refinement, incubator framework design, and portfolio construction principles
- Workstream C : Marketing infrastructure, political campaign vertical development, and client acquisition systems
- Workstream D : AI video production acceleration, technology roadmap, and competitive positioning
- Workstream E : Vertical micro-drama content development, distribution strategy, and monetization frameworks
- Workstream F: Token escrow mechanism and APXCoin treasury allocation
4. Commercial Terms and Alignment
APX proposes an alignment model balancing base retainer compensation for execution capacity with performance-based success fees linked to measurable outcomes and equity participation aligned to long-term value creation. Specific economics will be finalized during term sheet negotiation based on final scope confirmation and mutual priorities.
Structure 1: Integrated Engagement with Success Alignment
- Monthly retainer : USD 20,000 per month covering Adi Cohen Advisory Board participation, strategic oversight, and comprehensive execution across all six workstreams as detailed in Section 4.3
- Success fee: Flat 7.5% of gross cash proceeds raised and received by Newco from investors introduced or sourced by APX (including through APX-led syndication), payable at each financing closing.
- Equity compensation : Equity grant or warrant issuance (0.5-2.0% of fully-diluted equity typical range for advisory/execution engagement of this scope and duration) vesting over engagement period or tied to milestone achievement, with standard terms including anti-dilution protection and drag-along rights
- APXCoin escrow allocation: USD 3,000,000 equivalent APXCoin committed as described in Section 5.4, released through milestone-controlled escrow and structured to support equity-aligned ecosystem incentives and strategic activations (not counted as retainer compensation).
Services Included Within Monthly Retainer
(delivered during 8-month engagement period):
All deliverables detailed in Section 4.3 including:
- Advisory Board and strategic oversight (Adi Cohen quarterly sessions plus ad hoc availability)
- Incubator model framework, portfolio strategy, and investment operations (Workstream A and B)
- Marketing infrastructure, political vertical development, client acquisition systems (Workstream C)
- AI video production acceleration and technology roadmap (Workstream D)
- Vertical micro-drama content strategy and distribution (Workstream E)
- Fundraising readiness, investor relations, and capital formation execution
- Governance frameworks, KPI systems, reporting cadence, and operating discipline
- Token escrow mechanism design, implementation, and milestone verification processes
- Weekly operating calls, biweekly workstream reviews, monthly board reporting
Services Excluded from Retainer
(separate third-party costs or pre-approved expenses):
- Legal fees for corporate matters, financing documentation, portfolio company agreements, regulatory compliance
- Accounting, tax, and audit fees
- Paid media and advertising spend for marketing campaigns
- Smart contract development and security audits (unless APX provides in-house)
- Volume wall construction costs and vendor payments
- Travel, lodging, and related expenses beyond reasonable limits (pre-approval required for significant travel)
- Third-party consultants or contractors for specialized needs beyond APX capabilities
Incubator Model Framework100% Focused
Fundraising Readiness & Execution95% Focused
AI & Political Verticals85% Focused
5. APX Commitments
5.1 Investment Commitment
APX may (but shall not be obligated to) participate as a lead, anchor, or strategic investor in an equity financing for Newco that is led, arranged, and sourced by APX (an “APX-Led Fundraise”). Any APX cash investment shall be made only in connection with, and conditional upon, the closing of an APX-Led Fundraise.
The amount, valuation, security type (including preferred equity, SAFE, or convertible note), tranching (if any), and other investment terms shall be set forth exclusively in definitive financing documentation negotiated in good faith and executed at the closing of the applicable APX-Led Fundraise.
For clarity, APX’s fundraising activities under this Offer are intended to be equity-aligned and supported by the APXCoin escrow commitment described in Section 5.4, and are not dependent on any facilities or services credit line.
5.2 Advisory Board Appointment
Adi Cohen will join Newco' Advisory Board for the duration of the engagement period and for an agreed term thereafter, providing senior strategic oversight and operational guidance across capital formation, portfolio company selection and management, strategic partnerships, governance discipline, and narrative positioning.
Scope of Advisory Support :
- Capital formation strategy : Investor targeting, equity story refinement, diligence preparation, term negotiation support, and syndication coordination
- Investor and strategic partner introductions : Connections to institutional investors, family offices, strategic corporates, distribution partners, technology platform companies, and industry executives with relevant domain expertise
- Portfolio company incubation : Deal flow evaluation frameworks, investment selection criteria, valuation methodologies, equity documentation standards, and portfolio construction principles balancing risk and return
- Strategic partnerships : Introductions and relationship development with political campaigns, advertising agencies, streaming platforms, international distributors, volume wall technology vendors, and AI technology partners
- Narrative and positioning : Category definition, competitive differentiation, thought leadership platform, and messaging frameworks for different stakeholder audiences (investors, portfolio companies, clients, media, regulators)
- Governance and operational discipline : Board-level reporting standards, KPI frameworks, risk management systems, and executive decision support for major strategic choices
Advisory Engagement Principles :
- Quarterly structured advisory sessions plus ad hoc availability during active fundraising, major portfolio company decisions, strategic partnership negotiations, and crisis management situations
- Clear confidentiality provisions protecting both APX and Newco proprietary information and deal flow
- Conflict management protocols addressing situations where APX and Newco may compete for opportunities or serve competing clients
- Advisory compensation through equity grants, warrants, or other customary structures aligned to long-term value creation and success milestones
6. Strategy and Execution Package (Part I)
APX will deliver an integrated strategy and execution program that transforms Newco from conceptual vision to operational reality, with emphasis on institutional readiness, repeatable systems, measurable outcomes, and investor-grade governance. The program is designed to produce tangible results within the engagement period: functioning incubator operations, portfolio company investments, revenue generation across new verticals, and capital formation progress that validates the business model and supports subsequent financing rounds.
The approach emphasizes pragmatic execution over theoretical planning, with all deliverables in actionable formats including templates, playbooks, dashboards, and decision frameworks that Newco leadership can immediately implement.
Scope and Operating Principles :
- Single coherent narrative : Investors, portfolio companies, clients, partners, and employees receive consistent strategic messaging adapted appropriately for each audience, avoiding confusion and building unified brand identity
- Evidence-based decision making : Strategic choices, marketing campaigns, and portfolio investments structured as measurable experiments with explicit hypotheses, success metrics, post-mortems, and iteration cycles
- Governance and risk discipline : Financial controls, compliance frameworks, reporting cadences, and decision rights that protect execution quality, manage downside risk, and support institutional capital requirements
- Talent and capability building : Not just delivering services but transferring knowledge and building internal capabilities so Newco team can sustain operations independently after engagement concludes
- Speed and decisiveness : Bias toward rapid implementation, controlled experimentation, and fast iteration rather than extended analysis and perfect planning that delays value creation
Deliverables and Workstreams :
1) Incubator Model Framework and Portfolio Strategy
| Deliverable | Description |
|---|---|
| Investment thesis refinement | Define target sectors, stage focus, business model preferences, founder profiles, and strategic fit criteria that guide portfolio company selection rather than accepting any company willing to trade equity for services |
| Service-for-equity valuation methodology | Frameworks for valuing production services, marketing services, and capital markets advisory at market rates, then converting to equity stakes using appropriate valuation methodologies (comparable companies, DCF, venture capital methods) to ensure fair economic exchange |
| Portfolio construction principles | Target portfolio size, diversification across sectors and stages, position sizing rules, follow-on investment reserve allocation, and expected loss rates based on venture capital benchmarks |
| Due diligence playbook | Standardized evaluation framework assessing market opportunity, competitive positioning, team quality, business model viability, capital efficiency, and Newco strategic fit, with consistent scoring and approval process |
| Term sheet templates | Convertible notes, SAFE agreements, and equity investment documentation with standard terms including equity percentage, vesting schedules, board rights, information rights, anti-dilution protection, and exit preferences |
| Portfolio company service agreements | Contracts defining scope, timeline, deliverables, and performance standards for production services, marketing services, and business advisory provided in exchange for equity stakes |
| Value-add playbook | Systematic approaches for supporting portfolio companies beyond contracted services, including strategic planning sessions, customer introductions, additional capital facilitation, talent recruitment, and crisis management |
| Portfolio monitoring and reporting | Quarterly portfolio company performance reviews tracking revenue growth, customer acquisition, burn rate, funding status, and strategic milestones, with clear escalation protocols for underperforming investments |
| Exit strategy framework | Approaches for liquidity realization including M&A positioning, SPAC combination strategies leveraging Barry Kostiner's experience, NASDAQ listing preparation, and secondary market sales |
2) Business Model Hardening and Revenue Architecture
| Deliverable | Description |
|---|---|
| Revenue stream prioritization and targets | Rank order revenue opportunities by speed to implementation, capital requirements, margin profile, strategic fit, and scaling potential across traditional production services, AI video production, incubator equity appreciation, political digital marketing, vertical micro-drama content, international EdTech, and capital markets advisory fees |
| Traditional production services optimization | Pricing architecture review, client profitability analysis, utilization improvement opportunities, premium service positioning, and strategies to maintain stable cash flow while transitioning resources toward incubator model |
| Gold Leader AI commercial model | Product packaging, pricing structures, target customer segments, competitive positioning, and go-to-market strategy for AI video production services differentiating through creative expertise and production integration rather than pure technology |
| Political digital marketing packaging | Service offerings, pricing models, client qualification criteria, compliance frameworks, and sales processes for campaigns and political organizations across federal, state, and local levels |
| Vertical micro-drama monetization | Distribution platform strategy (proprietary app vs. platform partnerships), subscription pricing, advertising models, international licensing, and IP exploitation approaches for serialized horror content |
| Unit economics models | Customer acquisition cost, lifetime value, payback periods, contribution margins, and retention analysis for each revenue stream, with sensitivity analyses identifying key value drivers and risk factors |
| Financial planning and forecasting | Three-year financial model integrating all revenue streams, expense budgets, capital requirements, cash flow projections, and scenario analyses supporting fundraising narratives and operational decision-making |
7. Strategy and Execution Package (Part II)
3) Marketing Infrastructure and Client Acquisition Systems
| Deliverable | Description |
|---|---|
| Brand architecture and positioning | Define Newco identity distinct from Newco, articulate value proposition for different customer segments (portfolio companies, traditional production clients, political campaigns), and establish thought leadership platform |
| Portfolio company acquisition funnel | Lead generation strategies, qualification frameworks, pitch processes, conversion tactics, and onboarding workflows that systematically build deal flow rather than relying on inbound inquiries and personal networks |
| Traditional client retention and expansion | Account management systems, upsell/cross-sell frameworks, and relationship development approaches that protect existing production revenue while introducing incubator opportunities to appropriate clients |
| Political campaign vertical GTM | Targeting strategy (presidential, senate, house, gubernatorial, state legislative, ballot initiatives), outreach sequences, compliance-first positioning, case study development, and referral systems leveraging Looking4Larry relationships and Paul Heyman's promotional capabilities |
| Digital marketing capabilities | Paid media management (Google, Meta, YouTube, programmatic), SEO and content marketing, email marketing and automation, conversion rate optimization, and marketing analytics infrastructure supporting both Newco marketing and portfolio company services |
| PR and communications strategy | Founder positioning (Barry Kostiner, Michael Canzoniero), thought leadership content, strategic media relationships, speaking opportunities, awards submissions, and crisis communications protocols |
| Sales infrastructure | CRM system implementation (pipeline management, activity tracking, forecasting), sales playbooks and training, proposal templates, pricing and discounting guidelines, and sales performance dashboards |
| Partnership development frameworks | Strategic partnership identification (production equipment vendors, AI technology companies, political consultancies, streaming platforms, advertising agencies, venture capital firms), outreach processes, deal structure templates, and relationship management systems |
4) Political Campaign Digital Marketing Vertical Development
| Deliverable | Description |
|---|---|
| Market analysis and opportunity sizing | Total addressable market across federal, state, and local campaigns; realistic market share targets; revenue projections with conservative, moderate, and aggressive scenarios |
| Service offering design | Comprehensive digital fundraising (small donor acquisition, email/SMS programs, peer-to-peer fundraising), paid advertising management (Meta, Google, YouTube, programmatic, connected TV), organic social media and content creation, AI-enhanced personalization and targeting, rapid response systems, and analytics and optimization |
| Compliance and regulatory framework | FEC compliance for federal campaigns, state-level regulatory requirements, platform policies (Meta, Google political advertising rules), transparency and disclosure obligations, and internal review processes preventing problematic content or targeting |
| AI ethics and synthetic media guidelines | Clear policies on AI-generated content use in political advertising, deepfake prohibitions, disclosure requirements for synthetic media, and quality control processes ensuring content accuracy and avoiding manipulation |
| Client qualification and risk management | Criteria for accepting political clients (candidate viability, campaign professionalism, alignment with ethical standards), engagement terms protecting against payment default, and reputational risk assessment frameworks |
| Talent and capabilities | Identification of required expertise (digital political strategists, compliance specialists, data analysts, creative teams experienced in political messaging), recruitment strategy, compensation benchmarks, and training programs |
| Technology infrastructure | CRM systems specialized for political campaigns, donor databases, email service providers handling high volume, analytics platforms, AI targeting tools, and creative production workflows optimized for rapid turnaround |
| Sales and business development | Campaign outreach strategies, consultant and strategist partnerships, referral systems, conference and event presence, and pilot campaign strategies building case studies and credibility |
| Case study and proof point development | Documentation of successful campaign work demonstrating fundraising results, volunteer mobilization, voter turnout impact, and cost efficiency that can be used in sales processes |
8. Strategy and Execution Package (Part III)
5) AI Video Production Acceleration and Competitive Positioning
| Deliverable | Description |
|---|---|
| Technology roadmap | Gold Leader AI development priorities balancing proprietary technology investment vs. leveraging third-party platforms (Runway, Pika, Stability AI), infrastructure requirements, compute budget, and talent acquisition |
| Competitive differentiation strategy | Positioning focused on creative expertise, production integration, hybrid live-action/AI workflows, and specialized applications rather than competing on pure AI model capability against well-funded technology companies |
| Product-market fit validation | Target customer segments most receptive to AI video (direct-to-consumer brands, small businesses, political campaigns, social media content creators), use cases where AI provides clear advantages, and pricing that captures value while remaining accessible |
| Quality and creative standards | Guidelines ensuring Gold Leader AI output maintains Newco's quality reputation, human creative oversight processes, and iterative workflows combining AI generation with traditional editing and finishing |
| Client education and expectation management | Communication frameworks explaining AI capabilities and limitations, appropriate use cases, and collaborative creative processes that produce best results |
| Integration with traditional production | Workflows combining AI-generated elements with live-action footage, volume wall virtual environments, and traditional production techniques creating distinctive content impossible with either approach alone |
| Commercial and legal frameworks | Rights and licensing for AI-generated content, client ownership structures, model training data considerations, and platform terms of service compliance |
6) Vertical Micro-Drama Content Strategy and Distribution
| Deliverable | Description |
|---|---|
| Content development pipeline | Genre selection (horror focus leveraging Chris Perna's expertise, romance, thriller, sci-fi), story development processes, scriptwriting for serialized cliffhanger formats, and production planning optimizing for volume wall and AI-enhanced workflows |
| Production model | Volume wall utilization maximizing efficiency, AI-generated environments and effects reducing costs, rapid production schedules enabling multiple series development, and budget frameworks targeting profitability at scale |
| Distribution strategy | Platform partnership approach (ReelShorts, YouTube Shorts, TikTok, Instagram Reels, proprietary app), revenue share negotiations, international licensing opportunities, and multi-platform optimization |
| Monetization frameworks | Subscription models, advertising support, virtual gifting mechanics, merchandise and IP licensing, and hybrid approaches maximizing revenue per user |
| Audience development | Marketing strategies for mobile-first content, genre community building, influencer partnerships, social media virality mechanics, and international expansion particularly in Asian markets where vertical micro-drama thrives |
| IP strategy | Rights ownership structures, sequel and franchise planning, traditional feature film adaptations, and IP exploitation beyond serialized mobile distribution |
| Performance analytics | Viewership metrics, engagement rates, retention analysis, revenue per user, subscriber lifetime value, and content performance benchmarking informing future production decisions |
7) Fundraising Readiness and Investor Relations
| Deliverable | Description |
|---|---|
| Equity story development | Compelling narrative connecting macro trends (AI disruption, content consumption evolution, venture studio emergence), competitive advantages (physical infrastructure, team capabilities, strategic relationships), business model innovation (services-to-equity transformation), financial trajectory, and exit opportunities |
| Investor materials | Pitch deck refinement incorporating storytelling best practices and anticipating investor objections, executive summary for first outreach, detailed appendix with financial models and market research, and FAQ document addressing common questions |
| Data room construction | Organized virtual data room with corporate documents, financial statements and projections, contracts and partnerships, IP and legal matters, team bios and references, customer testimonials and case studies, and market research, structured for efficient diligence |
| Investor targeting | Segmentation of potential investors (venture capital firms focused on media/technology convergence, family offices with entertainment industry connections, strategic corporates seeking production capabilities or content IP, high-net-worth individuals in New York market), prioritization based on fit and accessibility, and outreach sequencing |
| Meeting preparation and management | Presentation rehearsal and refinement, Q&A preparation for leadership team, objection handling frameworks, follow-up processes, and pipeline tracking maintaining momentum through fundraising process |
| Term negotiation support | Valuation benchmarking against comparable companies and transactions, term sheet analysis identifying favorable and unfavorable provisions, negotiation strategy and tactics, and legal counsel coordination |
9. Governance, KPIs, and Operating Cadence
8) Governance, KPIs, and Operating Cadence
| Deliverable | Description |
|---|---|
| KPI framework | Hierarchical metrics connecting high-level outcomes (revenue, portfolio value, cash runway) to operational drivers (client acquisition, production utilization, portfolio company performance, campaign effectiveness), with clear ownership and accountability |
| Dashboard development | Monthly executive dashboard, portfolio company performance tracker, production utilization and profitability, marketing and sales pipeline, cash flow and runway, and risks and mitigation actions |
| Board reporting standards | Monthly management reports with standardized format, quarterly board packages for investors and advisors, annual strategic planning sessions, and ad hoc reporting for material events or decisions |
| Operating cadence | Weekly executive team meetings addressing immediate priorities and blockers, biweekly workstream reviews tracking progress against plans, monthly board-level business reviews, and quarterly strategic planning sessions |
| Decision frameworks and approvals | Authority matrices defining decision rights for different transaction sizes and strategic choices, approval processes for portfolio investments and major expenditures, and escalation protocols for time-sensitive decisions |
| Risk management | Risk register identifying strategic, operational, financial, and reputational risks; mitigation strategies and contingency plans; ongoing monitoring and reporting; and governance structures ensuring appropriate risk-taking within boundaries |
10. APXCoin Treasury Commitment
5.4 APXCoin Treasury Commitment (USD 3,000,000 Equivalent)
APX will allocate USD 3,000,000 equivalent in APXCoin from its treasury as a structured commitment to Newco. This allocation is not a substitute for operational cash and will be deployed exclusively through a controlled escrow mechanism with objective milestone triggers, designed to protect both parties while reducing execution risk and creating accountability.
High-level Purpose of APXCoin Allocation :
- Marketing campaign funding : Digital advertising, content promotion, and brand awareness initiatives for Newco and portfolio companies where token-based incentives add value without undermining business fundamentals
- Portfolio company growth incentives : Customer acquisition rewards, referral programs, early adopter benefits, and community building initiatives that accelerate portfolio company growth trajectories
- Strategic partnership activation : Incentive structures for key partnerships with political campaigns, content creators, distribution platforms, and technology providers that expand Newco ecosystem reach
- Employee and contributor rewards : Performance-based compensation supplements, milestone achievement recognition, and retention incentives for key team members aligned to long-term value creation
- Political campaign innovation : Experimental token-based fundraising and engagement mechanisms for political campaigns willing to explore emerging technologies within regulatory boundaries
- Vertical micro-drama audience development : Early viewer rewards, content creator incentives, and community governance mechanisms building engaged audiences for serialized content platforms
- Liquidity and treasury management : Strategic reserve enabling opportunistic deployments as high-value use cases emerge during partnership execution
Deployment Principles :
- Releases strictly controlled by objective milestone achievement verified through governance process
- All deployments focused on genuine utility creating measurable business value, avoiding speculative dynamics or regulatory risk
- Compliance-first approach ensuring deployments align with applicable securities regulations, platform policies, and ethical standards
- Transparency and auditability with clear documentation of allocation decisions and performance outcomes
Token Escrow Release Schedule
Milestone 1: Partnership Kickoff
Engagement agreements executed, baseline KPIs documented, reporting cadence operational, escrow smart contract deployed and tested; Release: USD 151,200 equivalent for initial marketing and infrastructure
Milestone 2: Organizational Foundation
Entity structure finalized, governance documentation completed, Advisory Board formalized, initial team hires completed; Release: USD 226,800 equivalent for talent acquisition and legal/compliance infrastructure
Milestone 3: First Portfolio Investments
Three portfolio companies with executed investment agreements and equity stakes documented, due diligence completed, service contracts signed; Release: USD 302,400 equivalent for portfolio company growth incentives
Milestone 4: Volume Wall Construction
Volume wall vendor contracts executed, construction initiated with verified progress milestones, technical specifications finalized; Release: USD 378,000 equivalent for construction support and technical infrastructure
Milestone 5: Political Marketing Traction
Five political campaign clients secured with active campaigns, compliance frameworks operational, revenue generation validated; Release: USD 302,400 equivalent for campaign marketing and client acquisition
Milestone 6: Vertical Content Launch
Two micro-drama series produced, distribution agreements executed, initial viewership and revenue metrics validated; Release: USD 302,400 equivalent for audience development and content marketing
Milestone 7: Fundraising Success
Financing round closed with minimum USD 3,024,000 raised, investor reporting initiated, governance standards operational; Release: USD 302,400 equivalent for investor relations and strategic initiatives
Milestone 8: Portfolio Value Creation
Portfolio companies demonstrating measurable growth (revenue, users, funding), at least one follow-on funding round or exit event; Release: USD 151,200 equivalent for portfolio expansion and value acceleration
CONCLUSION
Institutional Execution Standard
By establishing rigorous diligence frameworks, standardized valuation methodologies, and board-level reporting, APX positions Newco to operate at an institutional standard from day one.
Aligned Economics
The structure balances baseline operational stability with massive upside alignment via the success fees, equity compensation, and strategic APXCoin escrow mechanism.
Controlled Activation
The detailed 8 milestone gates guarantee that major expenditures and strategic pivots are unlocked only by verified operational and commercial progress.
Ready to Execute
This comprehensive roadmap guarantees that Newco is primed to immediately transform from fee-based services into an equity-rich, AI-accelerated business incubator.