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Investor Document

Investor FAQ

Frequently asked questions about investing in EVERYONE.

Last updated: March 24, 2026
Confidential — For investor review only — Not for distribution

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:

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:

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:

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:

Q: Why offer profit participation instead of equity?

A: There are several advantages to the profit participation structure:

For Investors:

For the Company:

Overall:

Q: Is this like equity ownership?

A: No. Key differences:

AspectEquityProfit Participation
OwnershipEquity holders own % of companyProfit Participants own % of profits only
VotingEquity holders vote on major decisionsProfit Participants have no voting rights
GovernanceBoard representation, decision-makingNo governance role
UpsideUnlimited upside (value appreciation)Capped at 2X return
DownsideCan lose investmentCan lose investment
ControlShareholders can influence decisionsProfit Participants have no control
LiquidationEquity holders get proceeds above debtProfit 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:

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:

Phase 1 Scenario (reaching first $100,000):

Phase 2 Scenario (from $100,000 to $200,000):

Phase 3 (after 2X cap):

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:

  1. Gross Revenue (all sources)
  2. Less: Venue/Platform Splits (30–40%)
  3. Less: Cost of Goods Sold (16–22%)
  4. Less: Marketing & Promotion (8–12%)
  5. Less: Operating Expenses (8–12%)
  6. Less: Production Budget (up to $500K/year)
  7. = Net Distributable Profits

From Net Distributable Profits (Three-Phase Distribution):

Example:

Your share (if you're 2.5% of the investor pool):

Q: What expenses reduce my distributions?

A: All of the following reduce Net Distributable Profits available to investors:

CategoryExamplesRange
Venue/Platform SplitsTheater rental, ticketing fees, streaming platform takes, retail/wholesale partner markups30–40%
COGSMerchandise materials, manufacturing, fulfillment, shipping16–22%
MarketingAdvertising, social media, PR, promo events, marketing salaries8–12%
Operating ExpensesStaff payroll, insurance, utilities, rent, professional services8–12%
Production BudgetCreative 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:

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:

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:

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.

Q: Do I have voting rights?

A: No. You have zero voting rights.

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 are a passive investor with no say in how the company operates.

Q: Do I have information rights?

A: Limited. You receive:

You do not receive:


TRANSFER AND LIQUIDITY

Q: Can I sell my participation?

A: Not without Company consent. Specifically:

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:

  1. Reach 2X: Your distributions automatically stop, but you receive no liquidity event
  2. Company Buyback: EVERYONE may offer to buy back your interest at its discretion (at capital + 20% premium, but this is optional)
  3. Forced Sale: If the company is sold or merged, your participation may be settled, but only up to your 2X cap
  4. 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:

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:

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:

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:

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:

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:

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:

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:

Q: How will the money be used?

A: Capital raised will be used to:

The company has discretion to adjust allocations as business needs change.

Q: What are the main revenue streams?

A: EVERYONE expects revenue from:

  1. Immersive Cinematic Experience (Public Venue Screenings): Admission revenue from dome, LED, planetarium, and large-format venues (including touring). Public evening and weekend shows.
  2. 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.
  3. 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.
  4. Book Publishing: Self-published first to prove demand, with potential traditional publishing path. Sales from the published book across all formats.
  5. Platform and Companion: Membership fees ($8/month subscription), premium tier access, and AI Companion subscriptions.
  6. Streaming and Digital: Licensing and distribution to streaming platforms (deliberately delayed 12-18 months to protect venue value); digital content revenue from campaigns.
  7. IP Licensing: Licensing of the EVERYONE brand, content, and frameworks to partners.
  8. 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:

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:

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:

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:

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:

However, advantages do not guarantee success.

Q: What if I have regrets after investing?

A: Once you invest:

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:

BucketWhat It IsPhase 2Phase 3
EVERYONE LLCThe company itself50% (retained)25%
Above-the-LineProfit participation for above-the-line contributors25%
Below-the-Line Team Profit ShareCrew and collaborators on projects generating revenue25%
ReinvestmentCapital redeployed into aligned ventures within the EVERYONE ecosystem25%
Foundation & Mission-Aligned InitiativesDonations to nonprofit causes aligned with EVERYONE's mission25%

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:

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:

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:

Q: What is the Foundation?

A: The Foundation bucket represents quarterly distributions to nonprofit causes aligned with EVERYONE's mission. It is:

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:

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:

Q: What are future tranches?

A: Future tranches may include:

Q: How does Tranche 1 relate to future tranches?

A:

Q: Can I participate in future tranches?

A: Not as an investor (participation rights are generally non-transferable and capped at 2X). However:


DUE DILIGENCE

Q: What should I review before investing?

A: Before making any investment decision, you should review:

  1. Term Sheet: Overview of terms and structure
  2. Participation Agreement: Full legal agreement governing your rights and obligations
  3. Risk Disclosure: Comprehensive risk factors
  4. Financial Model: Revenue projections and waterfall calculations
  5. What Is EVERYONE?: Complete guide to the project, work, and why it exists
  6. Full Investment Case: The comprehensive case for investing
  7. Film Proposal: Production and distribution strategy for the immersive experience
  8. IP Protection Plan: Intellectual property inventory and strategy
  9. 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:

  1. What is the production timeline for the immersive cinematic experience?
  2. What is the go-to-market strategy for the first venue?
  3. What is the expected revenue trajectory for years 1, 2, and 3?
  4. What is the break-even analysis?
  5. Who are the target venues/partners, and what's the status of conversations?
  6. What is the book publishing timeline and strategy?
  7. What happens if a founder leaves?
  8. How much capital is already committed?
  9. What are the key dependencies and risks?
  10. 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:

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:

This investment is not appropriate if:


NEXT STEPS

Q: How do I invest?

A: Investment process:

  1. Review all offering documents and conduct due diligence
  2. Consult with your legal, tax, and financial advisors
  3. Complete Accredited Investor Questionnaire and provide documentation
  4. Execute Subscription Agreement and Participation Agreement
  5. Wire your capital to the Company's designated account
  6. 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:

Q: Who should I contact with questions?

A: Contact information:

Q: Is there anything else I should know?

A: A few key reminders:

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

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