EVERYONE LLC: INVESTOR FREQUENTLY ASKED QUESTIONS (FAQ)
This document provides general information about EVERYONE LLC's Profit Participation Rights offering. It is not a substitute for the full investment documents (Participation Agreement, Term Sheet, Investment Prospectus, Risk Disclosure, or Financial Model). All investors must review complete legal documentation, consult with their own legal and tax advisors, and conduct independent due diligence before making any investment decision.
This is a private offering of securities to accredited investors only under Regulation D, Rule 506(b) of the Securities Act of 1933. The information contained herein is confidential and is being provided solely for the purpose of evaluating whether you are interested in investing.
GENERAL QUESTIONS
Q: What is EVERYONE?
A: EVERYONE is a cultural property designed to shift humanity's orientation from inevitable doom to non-zero possibility: and to make that shift visible, contagious, and actionable.
It operates through multiple integrated expressions:
- Immersive Cinematic Experience: A 45-minute cinematic journey designed for domes, LED environments, planetariums, and large-format projection: including the Sphere. Not a documentary or lecture, but an experience designed to produce a felt shift in how you understand your place in the universe and your relationship to everyone else. One master is produced at the highest cinematic quality, then deployed across formats (immersive venues, streaming, home viewing, portable).
- The Book: EVERYONE: A Case for Belief: Why the Human Team Can Still Win. The intellectual foundation. A long-form philosophical work building the complete argument for why belief is not naive but necessary. 35,000+ words across 17+ chapters, publicly accessible at believe.everyone.team. Book proposal completed for agent/publisher outreach.
- Team Wear: Identity products for the human team. The EVERY1 mark is a visual identity where the numeral "1" reveals the word EVERYONE in negative space: once seen, it cannot be unseen. Positioned as identity infrastructure, not merchandise.
- The Companion: An AI thinking partner built on the full intellectual canon: every argument, every chapter, every piece of content the project has produced. It meets people wherever they are and helps them work through their own relationship to belief, possibility, and agency. Already live and in use at everyone.team.
- The Platform: A membership system where people join the team, create their identity within it, and find each other. Public profiles, member numbers, tier-based access. Already operational with signup, authentication, and public profile pages.
- Campaigns: Standalone micro-experiences designed to travel. Short-form video, image, audio, text: each isolating one perceptual shift from the larger work and delivering it natively to its platform.
Each piece reinforces the others. The system is designed as a compounding flywheel where content attracts attention, experience changes orientation, the mark makes belonging visible, the Companion deepens understanding, and the platform turns individuals into a team.
EVERYONE LLC is a Delaware limited liability company. The founder-members are Zak Zaidman (Creative Director) and Zev Zaidman (Producer).
Q: Why would I invest in EVERYONE?
A: Potential reasons to invest include:
- Cultural Property with Multiple Revenue Streams: Diversified revenue from immersive experiences, touring, streaming, book publishing, team wear, licensing, platform memberships, and AI Companion subscriptions reduces dependence on any single stream.
- Emerging Market Position: Immersive and experiential entertainment is a fast-growing market. The Sphere and similar venues are creating a new category of cinematic experience with limited content supply.
- Scalable Model: One cinematic master deployed across formats: from dome venues to streaming to portable: without rebuilding. Campaigns and content travel independently.
- Integrated Ecosystem: Unlike single-product companies, EVERYONE's interconnected system (film + book + platform + team wear + AI Companion) creates compounding value where each piece drives the others.
- Profit Participation Structure: Investors benefit from profitability with a defined 2X cap, fast-track recoupment (100% of profits until 1X return), and a clear exit without diluting ownership.
- Substantial IP Foundation: 200,000+ words of original philosophical, creative, and strategic content. Proprietary AI system. Growing user base. Canon of original work that deepens over time.
However, this is a speculative investment suitable only for investors who can afford to lose their entire investment.
INVESTMENT STRUCTURE
Q: What am I investing in? (What are Profit Participation Rights?)
A: Profit Participation Rights are contractual claims to receive a percentage of the Company's Net Distributable Profits. They are not equity and do not represent ownership.
Key points:
- You own a percentage of profits, not a percentage of the company
- You have no voting rights, no governance rights, no board seat
- You have no ownership claim on company assets (except through distributions)
- You are not a member of the LLC
- Your claim is contractual and passive: you have no say in company decisions
Think of it as: You are a financial investor receiving a percentage of profits, but you have no say in how the company is run.
Q: Is this a security?
A: Yes, Profit Participation Rights are securities offered under Regulation D, Rule 506 (either 506(b) or 506(c)) of the Securities Act of 1933.
This means:
- This is a private offering not registered with the SEC
- The offer is limited to accredited investors only
- The securities are "restricted" and cannot be freely traded
- You cannot resell them without Company consent and compliance with applicable law
- The Company must comply with Reg D requirements and may file a Form D with the SEC
Q: Why offer profit participation instead of equity?
A: There are several advantages to the profit participation structure:
For Investors:
- Cap provides defined exit and return target (2X return)
- Phase 1 fast-tracks recoupment (100% of profits until 1X capital returned)
- Phase 2 provides profit sharing (50% of profits from 1X to 2X)
- Less dilution than equity (investors participate in distributable profits, not a percentage of ownership)
- Downside protection (losses capped at investment amount)
- Simpler structure (fewer governance complications)
For the Company:
- Founders retain 100% ownership and control
- No dilution of ownership or voting rights
- Flexibility to make all business decisions without investor approval
- Simpler governance and compliance
Overall:
- Profit participation aligns investor and company interests (both want profitability)
- Simpler than equity structures with multiple investors and governance complications
Q: Is this like equity ownership?
A: No. Key differences:
| Aspect | Equity | Profit Participation |
| Ownership | Equity holders own % of company | Profit Participants own % of profits only |
| Voting | Equity holders vote on major decisions | Profit Participants have no voting rights |
| Governance | Board representation, decision-making | No governance role |
| Upside | Unlimited upside (value appreciation) | Capped at 2X return |
| Downside | Can lose investment | Can lose investment |
| Control | Shareholders can influence decisions | Profit Participants have no control |
| Liquidation | Equity holders get proceeds above debt | Profit Participants get their % of profits |
The key difference: With equity, you own a piece of the company and have governance rights. With profit participation, you own a piece of profits and have no governance rights.
Q: What happens if EVERYONE is sold or acquired?
A: If the Company is acquired or sold:
- Equity Holders would participate in the sale proceeds (after debt)
- Profit Participants (you) would receive your percentage of Net Distributable Profits realized from the sale, up to your 2X cap
- Any proceeds beyond the 2X caps go to the Company/Members
Example: If EVERYONE is sold for $10 million and your cap is $100,000, you receive your share of $100,000. The remaining sale proceeds go to Members.
This is one reason the profit participation cap is important: it defines your maximum return.
RETURNS AND DISTRIBUTIONS
Q: What is the return structure?
A: You receive distributions through a three-phase waterfall:
Phase 1 (Recoupment): 100% of Net Distributable Profits to investors until cumulative distributions equal 1X your initial investment
Phase 2 (Profit Sharing): 50% of Net Distributable Profits to investors and 50% to EVERYONE LLC (retained for deferred compensation recoupment, team growth, and operations), until cumulative distributions equal 2X your initial investment
Phase 3 (Post-2X): After reaching 2X, your participation automatically terminates and 100% of profits is split four ways (25% each to EVERYONE LLC / Above-the-Line, Below-the-Line Team Profit Share, Reinvestment, Foundation & Mission)
Example:
- You invest $100,000 (minimum 1X cap = $100,000; maximum 2X cap = $200,000)
- Your participation is 2.5% of the investor pool (assuming $4,000,000 total raised)
Phase 1 Scenario (reaching first $100,000):
- In a quarter where Net Distributable Profits are $100,000, you receive: 2.5% × $100,000 = $2,500
- You continue receiving 100% of your pro rata share until cumulative distributions = $100,000
Phase 2 Scenario (from $100,000 to $200,000):
- Once you've received $100,000, subsequent distributions shift to 50% to investors, 50% to EVERYONE LLC
- In a quarter where Net Distributable Profits are $100,000, you receive: 2.5% × 50% × $100,000 = $1,250
- You continue receiving distributions until cumulative total = $200,000 (2X your $100,000 investment)
Phase 3 (after 2X cap):
- Once you've received $200,000 total, your participation automatically terminates
- No further distributions to you; 100% of NDP is split four ways (25% each to LLC, Team, Reinvestment, Foundation)
Q: How are profits calculated? (What is the waterfall?)
A: Net Distributable Profits are calculated by deducting several categories of expenses from Gross Revenue:
Waterfall Formula:
- Gross Revenue (all sources)
- Less: Venue/Platform Splits (30–40%)
- Less: Cost of Goods Sold (16–22%)
- Less: Marketing & Promotion (8–12%)
- Less: Operating Expenses (8–12%)
- Less: Production Budget (up to $500K/year)
- = Net Distributable Profits
From Net Distributable Profits (Three-Phase Distribution):
- Phase 1 (Recoupment): 100% to Profit Participation investors until 1X capital returned
- Phase 2 (Profit Sharing): 50% to Profit Participation investors, 50% to EVERYONE LLC (retained for deferred comp, team growth, operations) until 2X cap reached
- Phase 3 (Post-2X): 100% split four ways (25% each to EVERYONE LLC, Team, Reinvestment, Foundation) after 2X cap
Example:
- Gross Revenue: $200,000
- Venue Splits: -$70,000 (35%)
- COGS: -$30,000 (15%)
- Marketing: -$20,000 (10%)
- Operating Expenses: -$15,000 (7.5%)
- Production Budget: -$10,000
- Net Distributable Profits: $55,000
Your share (if you're 2.5% of the investor pool):
- During Phase 1 (Recoupment): $55,000 × 2.5% = $1,375 (you receive 100% of your pro rata share)
- During Phase 2 (Profit Sharing): $55,000 × 50% × 2.5% = $687.50 (you receive 50% of your pro rata share)
Q: What expenses reduce my distributions?
A: All of the following reduce Net Distributable Profits available to investors:
| Category | Examples | Range |
| Venue/Platform Splits | Theater rental, ticketing fees, streaming platform takes, retail/wholesale partner markups | 30–40% |
| COGS | Merchandise materials, manufacturing, fulfillment, shipping | 16–22% |
| Marketing | Advertising, social media, PR, promo events, marketing salaries | 8–12% |
| Operating Expenses | Staff payroll, insurance, utilities, rent, professional services | 8–12% |
| Production Budget | Creative development, new production, content creation, equipment (up to $500K/year) | Annual limit |
These are normal and necessary business expenses. The waterfall is designed to ensure all costs are covered before profits are distributed.
Q: When will I receive distributions?
A:
- Frequency: Quarterly (every 3 months)
- Payment Date: Within 45 days after the end of each quarter (March 31, June 30, September 30, December 31)
- Method: Wire transfer or check
- Condition: Only if Net Distributable Profits exceed $50,000 in that quarter
Timeline: Distributions will begin only after EVERYONE reaches profitability, which could take months or years. Investors should expect no distributions for an extended period (assume 12–24 months minimum, but could be longer).
Q: What if there are no profits?
A: If the Company does not generate profit (or generates losses), you receive no distributions. There is no guaranteed payment, no interest accrual, and no obligation to make up shortfalls in future periods.
This is the core risk: You may never receive any return.
Q: What if profitability is delayed?
A: All profit participation rights can be delayed indefinitely. There is no timeline for achieving profitability. Depending on market conditions, execution challenges, or economic downturn, EVERYONE may:
- Take 2–3 years to reach profitability
- Take longer than expected
- Never reach profitability
Investors should be prepared for distributions to be delayed indefinitely.
Q: What happens once I reach 2X?
A: Once your cumulative distributions equal 2X your investment:
- Participation automatically terminates
- No further distributions are paid to you
- Your participation rights become null and void
- You receive no participation in any future profits beyond the 2X threshold
Example: $50,000 investment with $100,000 2X cap. Once you've received $100,000 in total distributions, you're done. All future profits go entirely to the Company/Members.
WHAT YOU DON'T GET
Q: Am I an owner of EVERYONE?
A: No. You are a financial investor, not an owner.
- You do not own any percentage of the company
- You do not have membership rights
- You do not have claims on company assets (except through distributions)
- You are not a member of EVERYONE LLC
Q: Do I have voting rights?
A: No. You have zero voting rights.
- You cannot vote on any company decisions
- You cannot elect or remove leaders
- You cannot approve major decisions (like selling the company, raising additional capital, etc.)
- You cannot veto unfavorable decisions
All company decisions are made by the founder-members (Zak and Zev Zaidman).
Q: Do I have governance rights?
A: No. You have no governance rights.
- You do not have board representation
- You cannot attend board meetings
- You cannot review operational details (only financial/waterfall info)
- You cannot inspect non-financial company records
You are a passive investor with no say in how the company operates.
Q: Do I have information rights?
A: Limited. You receive:
- Quarterly: Financial reports showing revenue, expenses, Net Distributable Profits, and your distribution
- Annually: Audited financial statements (if $4,000,000+ is raised)
- Inspection: Right to inspect books and records upon 10 days' notice (for verification of financial calculations)
You do not receive:
- Operational updates or strategic plans
- Advance notice of major decisions
- Details about partnerships or new initiatives
- Non-financial company information
TRANSFER AND LIQUIDITY
Q: Can I sell my participation?
A: Not without Company consent. Specifically:
- You cannot transfer without written approval from EVERYONE LLC
- The Company has a right of first refusal if you propose to sell
- There is a 12-month lock-up from investment date before you can even propose a sale
- No secondary market exists; finding a buyer is unlikely
- Any sale would likely require a deep discount due to illiquidity
Bottom line: Assume you cannot sell your participation. Plan on holding for the long term (until 2X is reached or the company is liquidated).
Q: What if I need liquidity?
A: Options are limited:
- Reach 2X: Your distributions automatically stop, but you receive no liquidity event
- Company Buyback: EVERYONE may offer to buy back your interest at its discretion (at capital + 20% premium, but this is optional)
- Forced Sale: If the company is sold or merged, your participation may be settled, but only up to your 2X cap
- Dissolution: If the company dissolves, remaining assets are liquidated
Otherwise, you cannot liquidate. This is an illiquid investment suitable only for investors who can hold long-term without needing the capital.
Q: What if EVERYONE is sold?
A: In an acquisition:
- The acquiring company would pay for the Company
- Profit Participation investors would receive their share of Net Distributable Profits from the sale proceeds, up to their 2X cap
- Any proceeds above 2X caps go to the Members (founders)
Example: Company sells for $10 million. All profit participation investors in aggregate receive enough to reach their 2X caps (pro rata). Members receive all proceeds above the caps.
This is designed to ensure investors are protected (get their 2X) while incentivizing Members to maximize the sale price.
LEGAL AND FINANCIAL CONSIDERATIONS
Q: What makes me qualified to invest?
A: You must be an accredited investor, defined as:
- Individual net worth > $1,000,000 (excluding your primary residence), OR
- Individual income > $200,000 in the past 2 years (or joint income > $300,000 if married)
You will need to complete an accredited investor questionnaire and provide documentation.
Note: If you're not currently accredited, you do not qualify for this investment.
Q: What are the tax implications?
A: Tax considerations include:
- Ordinary Income: Distributions are likely taxed as ordinary income (not capital gains)
- Self-Employment Tax: Depending on structure, you may owe self-employment tax
- Passive Activity: May be treated as a passive activity (affecting loss deductibility)
- Retained Earnings: You may owe tax on retained profits not distributed in cash
- Complex Filing: You'll receive partnership-like tax reporting (K-1 equivalent) requiring complex tax filings
Important: You are solely responsible for understanding and paying all taxes owed. The Company provides no tax advice.
Recommendation: Consult with a CPA or tax attorney before investing to understand your specific tax situation.
Q: What if I have losses?
A: Possible tax loss scenarios:
- If the company operates at a loss, you may have a tax loss deduction (pro rata to your ownership %)
- Losses may offset other income for tax purposes
- However, loss deductions may be limited if you're a "passive investor"
Consult with your tax advisor regarding how losses affect your personal tax situation.
Q: Will distributions be taxable?
A: Yes. Distributions are taxable to you as ordinary income in the year received (or accrued, depending on your tax method). You owe taxes on distributions regardless of whether you reinvest them or need the cash.
Q: Is there any guarantee of return?
A: No. There are zero guarantees:
- No guaranteed distributions
- No guaranteed return of capital
- No guaranteed timeline
- No promised payments
- No downside protection
Your investment is entirely at risk. You may lose your entire investment.
COMPANY OPERATIONS
Q: Who manages EVERYONE?
A: EVERYONE is managed by its two founder-members:
- Zak Zaidman: Creative Director, Writer, and Executive Producer. Zak is the author of the book, the architect of the intellectual framework, and the creative director across all expressions of the project. Background in philosophy, cognitive science (NSF Fellow, UC Berkeley), and immersive media: he co-founded one of the world's first immersive content studios in 1993, and has spent two decades since building ventures across technology, climate, and culture.
- Zev Zaidman: Producer and Executive Producer. Zev designed the profit participation model, built the financial architecture, and leads fundraising, investor relations, and operations. Career spanning investment banking, venture capital, startups, and sustainability-driven organizations.
Both are equal co-owners of EVERYONE LLC with full authority to make all company decisions jointly. They have been developing the core ideas behind EVERYONE for over fifteen years.
Beyond the founders, the production team includes an Emmy Award-winning visual effects supervisor, leading immersive experience producers, and a production studio recognized by Fast Company as a Top 10 Most Innovative Company in AR/VR. Full team bios are available in the data room.
Q: What if one of the founders leaves?
A: The company's success depends significantly on both founders. If either founder leaves:
- Creative direction may change
- Operational continuity may be disrupted
- Investor confidence may suffer
- The company's trajectory may be materially affected
This is a key person risk that investors should be aware of.
Q: How much capital is being raised?
A: Total raise target is $4,000,000 for Phase 1 across multiple investors. Minimum investment is $25,000 per investor.
Phase 1 Deliverables:
- Complete, distributable 45-minute immersive cinema master experience
- 12-15 standalone campaign pieces for digital distribution
- Original orchestral score by a world-class film composer
- everyone.team platform launch
- EVERY1 brand assets and initial team wear line
- Initial distribution partnerships and venue agreements
- Pilot program (3-5 group venues)
Q: How will the money be used?
A: Capital raised will be used to:
- Develop and produce the immersive cinematic experience (the anchor asset)
- Marketing and launch across immersive venues, streaming, and digital platforms
- Book publishing support, including agent/publisher outreach and marketing
- Platform development including membership, AI Companion, and community infrastructure
- Team wear production and distribution
- Operations including team, insurance, and overhead
- Professional services including legal, accounting, and compliance
The company has discretion to adjust allocations as business needs change.
Q: What are the main revenue streams?
A: EVERYONE expects revenue from:
- Immersive Cinematic Experience (Public Venue Screenings): Admission revenue from dome, LED, planetarium, and large-format venues (including touring). Public evening and weekend shows.
- Group and Sponsored Screenings: Corporate sponsors, private donors, and foundations fund screenings for school audiences and organizational groups at immersive venues. Zero cost to schools and organizations. Schools are aggregated demand (one booking fills the room). Revenue from sponsor payments and charitable funding flows through the same waterfall. Group venues include schools, organizations, companies, and sponsored screenings.
- Team Wear: Identity products (apparel and accessories) sold direct-to-consumer online via campaigns, at live events, and through retail partnerships. A referral/creator revenue share (10% of team wear revenue) incentivizes members and creators to refer new buyers.
- Book Publishing: Self-published first to prove demand, with potential traditional publishing path. Sales from the published book across all formats.
- Platform and Companion: Membership fees ($8/month subscription), premium tier access, and AI Companion subscriptions.
- Streaming and Digital: Licensing and distribution to streaming platforms (deliberately delayed 12-18 months to protect venue value); digital content revenue from campaigns.
- IP Licensing: Licensing of the EVERYONE brand, content, and frameworks to partners.
- Speaking and Events: Keynotes, conferences, and ticketed events.
All revenue streams flow through one waterfall (no internal priority).
RISKS AND SCENARIOS
Q: What is the main risk?
A: The primary risk is total loss. EVERYONE is an early-stage venture building a new category of cultural property. Key risks include:
- New Category: EVERYONE is building something that doesn't exist yet: a multi-platform cultural property designed to shift collective belief. Market demand is uncertain.
- Early Stage: Limited operating history and revenue track record.
- Market Competition: Larger entertainment companies could compete in the immersive experience space.
- Execution Risk: Success depends on team execution across multiple interconnected workstreams (film, book, platform, team wear, AI).
- Economic Sensitivity: Discretionary entertainment spending is vulnerable to recessions.
- Key Person Risk: Heavily dependent on founders' vision and execution.
- Technology Risk: The AI Companion and platform infrastructure are still developing.
Investors should assume they may lose their entire investment and plan accordingly.
Q: What if EVERYONE doesn't generate profit?
A: If EVERYONE never becomes profitable:
- You receive zero distributions
- You cannot recover your capital
- Your investment is a total loss
- The 2X cap is never reached
This is a realistic scenario, especially in the early years. Early-stage ventures fail. Be prepared for this possibility.
Q: What if a major revenue stream fails?
A: If one major revenue stream underperforms or fails:
- Overall profitability is reduced
- Distributions to investors are reduced or eliminated
- Timeline to profitability is extended
However, because EVERYONE has multiple revenue streams (immersive experience, book, team wear, platform, streaming, licensing), the diversified model provides some resilience against any single stream underperforming.
Q: What if there's a pandemic or crisis?
A: Immersive experiences are vulnerable to pandemics or health crises:
- Venues may be forced to close
- Consumer attendance may collapse
- Revenue from live experiences may drop significantly
However, EVERYONE's multi-format approach (streaming, digital, book, team wear, platform) means not all revenue streams depend on physical attendance. The cinematic master can be deployed to home and digital formats if venue-based distribution is disrupted.
Q: What are the main advantages?
A: Potential advantages include:
- Multiple Revenue Streams: Diversified revenue across eight categories (including sponsored group screenings) reduces dependence on any single source.
- Scalable Content Model: One cinematic master deployed across formats without rebuilding.
- Emerging Market: Immersive experiences is a high-growth sector with increasing venue capacity (Sphere, LED environments, planetariums).
- Integrated Ecosystem: Each piece of the system (film, book, platform, team wear, AI) reinforces the others, creating compounding value.
- Substantial IP Portfolio: 200,000+ words of original content, proprietary AI system, growing platform with real users.
- Defined Cap: 2X cap provides clarity on maximum return and exit.
- Mission Alignment: The four-bucket model (LLC, Team, Reinvestment, Foundation) aligns profit with purpose.
However, advantages do not guarantee success.
Q: What if I have regrets after investing?
A: Once you invest:
- You cannot withdraw your capital
- You cannot force the company to buy back your interest
- You cannot sell your participation (without consent and a buyer)
- You are locked in for the long term
Choose carefully before investing. Once you've made the decision, you should assume your capital is committed until profitability or the 2X cap is reached.
THE FOUR BUCKETS (Post-2X / Phase 3)
Q: What are the four buckets that receive the non-investor share?
A: During Phase 2, the non-investor 50% goes entirely to EVERYONE LLC (retained for deferred compensation recoupment, team growth, and operations). The four-way split begins in Phase 3 after investors reach 2X:
| Bucket | What It Is | Phase 2 | Phase 3 |
| EVERYONE LLC | The company itself | 50% (retained) | 25% |
| Above-the-Line | Profit participation for above-the-line contributors | | 25% |
| Below-the-Line Team Profit Share | Crew and collaborators on projects generating revenue | | 25% |
| Reinvestment | Capital redeployed into aligned ventures within the EVERYONE ecosystem | | 25% |
| Foundation & Mission-Aligned Initiatives | Donations to nonprofit causes aligned with EVERYONE's mission | | 25% |
Q: What happens with the EVERYONE LLC bucket?
A: During Phase 2, EVERYONE LLC retains 50% of NDP for deferred compensation recoupment and operations. In Phase 3, EVERYONE LLC receives 25% of NDP. These funds are available for:
- Operations and payroll
- Deferred compensation for founders and team who worked at below-market rates
- Future investments and growth
- Strategic reserves
- Discretionary deployment by the founders/members
Q: How is the Team bucket allocated?
A: The Team bucket represents profit participation for people who worked on the specific project generating revenue. Allocation is determined per project and distributed to crew, collaborators, and contributors based on:
- Contribution to the project
- Role and scope of work
- Negotiated terms for that project
Team allocation is not a separate budget; it's a share of profits from projects.
Q: What is the Reinvestment Fund?
A: The Reinvestment Fund is retained earnings earmarked for investment into aligned ventures and projects within the EVERYONE ecosystem. It is:
- Not a separate legal entity yet (managed as an allocation/reserve within EVERYONE LLC)
- Deployed toward mission-aligned opportunities identified by the company
- Reinvestment in the EVERYONE ecosystem (not paid out as individual distributions)
- Governed by EVERYONE LLC leadership
Q: What is the Foundation?
A: The Foundation bucket represents quarterly distributions to nonprofit causes aligned with EVERYONE's mission. It is:
- Not a separate 501(c)(3) entity yet (EVERYONE LLC makes direct donations to external nonprofits)
- Guided by EVERYONE's values and mission
- Determined per quarter by company leadership
Q: Why is there a 4-way split instead of just investors and company?
A: The 4-way split reflects EVERYONE's thesis about distributed value creation. Rather than concentrating profits in two places (investors and founders), this model distributes value across:
- Investors: who took financial risk
- Company: which sustains and operates the entity
- Team: who actually created the work
- Reinvestment & Foundation: who advance the ecosystem and mission
This structure is integral to the EVERYONE philosophy: coordination at scale requires ensuring that value flows to everyone who contributes, not just those at the top of the capital stack.
TRANCHE 1 AND FUTURE TRANCHES
Q: What is Tranche 1?
A: Tranche 1 (also called Series 1 Participation) is the first institutional raise for EVERYONE. This offering:
- Raises up to $4,000,000
- Covers all revenue from all EVERYONE expressions (immersive experience, book, team wear, streaming, platform, licensing)
- Uses a single unified waterfall (all investors participate pro rata)
- Operates under the three-phase waterfall model (Phase 2: 50/50 investors/LLC; Phase 3: 4-way split)
- Is the first of potentially multiple tranches
Q: What are future tranches?
A: Future tranches may include:
- Tranche 2, Tranche 3, etc.: Additional capital raises with potentially different terms
- Project-Specific SPVs: Special Purpose Vehicles for specific projects (e.g., specific venue partnerships, international expansion) with their own investors and terms
- Different Scopes: Future tranches may be narrower (specific project) or broader (new revenue surfaces) than Tranche 1
- Different Terms: Each tranche may have different participation percentages, caps, or distribution mechanics
Q: How does Tranche 1 relate to future tranches?
A:
- Tranche 1 investors participate in all EVERYONE revenue until they reach their 2X cap, then the 4-way split applies
- Future tranche investors may participate only in their specific project/revenue surface, depending on structure
- Capital from all tranches is pooled operationally, but participation rights are tranche-specific
- Dilution risk: If a future tranche raises capital in the same revenue pool, existing investors' percentage may be diluted (though their dollar cap remains unchanged)
Q: Can I participate in future tranches?
A: Not as an investor (participation rights are generally non-transferable and capped at 2X). However:
- Once you reach your 2X cap in Tranche 1, you can invest in future tranches at your discretion
- Different tranches will have different terms and scopes
- Future investment opportunities will be offered to existing investors first
DUE DILIGENCE
Q: What should I review before investing?
A: Before making any investment decision, you should review:
- Term Sheet: Overview of terms and structure
- Participation Agreement: Full legal agreement governing your rights and obligations
- Risk Disclosure: Comprehensive risk factors
- Financial Model: Revenue projections and waterfall calculations
- What Is EVERYONE?: Complete guide to the project, work, and why it exists
- Full Investment Case: The comprehensive case for investing
- Film Proposal: Production and distribution strategy for the immersive experience
- IP Protection Plan: Intellectual property inventory and strategy
- Operating Agreement Outline: How the company is governed (for context)
All of these documents are available in the investor data room at everyone.team.
Q: What questions should I ask?
A: Consider asking:
- What is the production timeline for the immersive cinematic experience?
- What is the go-to-market strategy for the first venue?
- What is the expected revenue trajectory for years 1, 2, and 3?
- What is the break-even analysis?
- Who are the target venues/partners, and what's the status of conversations?
- What is the book publishing timeline and strategy?
- What happens if a founder leaves?
- How much capital is already committed?
- What are the key dependencies and risks?
- What is the exit strategy if profitability isn't achieved?
Q: Should I hire a lawyer?
A: Yes. Before investing any meaningful amount, you should:
- Hire a lawyer to review the Participation Agreement
- Ensure you understand the legal terms
- Identify any areas of concern
- Get personalized advice based on your situation
Similarly, consult with a tax advisor and financial advisor regarding the investment's fit with your portfolio.
Q: How do I evaluate if this is right for me?
A: This investment is appropriate if:
- You are accredited (high net worth or income)
- You can afford to lose the entire investment
- You do not need liquidity for 5–10+ years
- You are comfortable with speculative ventures
- This is a small portion of your overall investment portfolio (not over-concentrating)
- You have a long investment horizon and patience
- You believe in the potential of immersive entertainment and cultural properties
This investment is not appropriate if:
- You are not accredited
- You need the capital in the short term
- You cannot afford to lose the money
- You need guaranteed returns or regular income
- You want to maintain control or have a say in decisions
- You are risk-averse or prefer stable, predictable investments
NEXT STEPS
Q: How do I invest?
A: Investment process:
- Review all offering documents and conduct due diligence
- Consult with your legal, tax, and financial advisors
- Complete Accredited Investor Questionnaire and provide documentation
- Execute Subscription Agreement and Participation Agreement
- Wire your capital to the Company's designated account
- Confirm closing and receipt of final documents
Q: What is the minimum investment?
A: $25,000 minimum. Recommended investment is $50,000, but minimum is $25K. There is no maximum (but aggregate raise is capped at $4,000,000).
Q: What is the investment timeline?
A: This depends on the company's readiness and SEC/compliance requirements. Typical timeline:
- Now: Document preparation and review
- Next 2–4 weeks: Investor outreach and due diligence
- Following weeks: Subscriptions and closings (can be rolling, not a single deadline)
Q: Who should I contact with questions?
A: Contact information:
- General Questions: core@everyone.team
- Legal Questions: Contact your own securities attorney
- Tax Questions: Contact your CPA or tax attorney
- Investment Suitability: Contact your financial advisor
Q: Is there anything else I should know?
A: A few key reminders:
- This is a speculative investment: assume 100% loss is possible
- This is an illiquid investment: assume you cannot sell or exit
- This is a long-term investment: assume 5–10+ years minimum hold period
- This is a passive investment: you have no control or governance rights
- This is a high-risk venture: success is not guaranteed
Make your decision carefully, and only invest if this aligns with your goals, risk tolerance, and financial situation.
COMPANION DOCUMENT
This FAQ is a companion document to the EVERYONE Business Plan. For the complete investment case, team bios, execution roadmap, and financial projections, see the Business Plan.
Last Updated: March 23, 2026 (Financial Model v7.1)
For the $4,000,000 raise targeting accredited investors.
Contact: core@everyone.team | everyone.team