Phase 1 is a bounded, single-market investment in an advanced-concrete-materials platform for island and coastal markets. The operating market is Turks & Caicos Islands. The capital structure is $5.0M of investor cash matched by $5.0M of sponsor in-kind contribution. There is no launch debt. Phase 1 funds one factory platform, two prototype projects, a proof-and-documentation system, and a reserve layer — and nothing else.
Phase 1 is not a bet on a broad Caribbean network. It is not a technology licensing story. It is not contingent on later markets to make its economics work. It is a disciplined first-market investment with two identifiable monetization events, an institutional governance frame, and a return architecture that operates in both a continue case and a clean buyout case.
The simplest description: one island market, one factory, two prototype projects, a proof system, and a clean capital stack — with the option to do far more if Phase 1 earns it.
| Parameter | Phase 1 Position |
|---|---|
| Geography | Turks & Caicos Islands only |
| Capital Raise | $5.0M investor cash + $5.0M sponsor in-kind contribution = $10.0M total |
| Launch Debt | Zero |
| Local Operating Partner | North Caicos Contracting Ltd. — 20+ year TCI operating history |
| Prototype 1 Sale | 2028 @ $3.0M |
| Prototype 2 Sale | 2029 @ $3.0M |
| Minimum Cash Reserve | $750,000 — maintained throughout the model period |
| Hurdle | 1.75x MOIC or 25% IRR — whichever is reached first |
| Post-Hurdle Split | 20% investor / 80% founders |
The return architecture operates through two paths. The continue case assumes the investor stays in through 2035, receiving priority distributions starting in 2028 and a 20% continuing share after the hurdle is met. The buyout case provides a clean exit off 2030 EBITDA at a defined multiple. Payback is expected in Year 3 under base assumptions, with Year 4 the downside timing.
| Year | Operating Event | Investor Relevance |
|---|---|---|
| 2026 | Factory commissioned; anchor accounts established; QC and proof system active | Capital deployed; plant uptime and ramp the primary watch variables |
| 2027 | Utilization ramp to ~65%; mix beginning to widen | Operating rhythm established; first commercial evidence accumulating |
| 2028 | $20.6M revenue, $8.8M EBITDA; Prototype 1 sale at $3.0M | Priority distributions begin; payback clock moving |
| 2029 | Prototype 2 sale at $3.0M; full payback expected under base case | Investor payback achieved; buyout option crystallizes |
| 2030–2035 | $29.9M to $57.2M revenue; 54–59% EBITDA margins; DevCo demand rising | Continue case: 20% share of compounding earnings |
Two prototype sales plus operating cash participation produce a payback path that does not require the investor to wait until 2035. The long-tail continue case is the upside, not the requirement.
The operating model is built around a factory-first discipline: ready-mix and in-situ pours establish the utilization floor, technical services create pull-through for premium products, and prototype projects generate the earliest monetization events. The commercial rule is proof before premium.
Revenue Streams
- Factory product revenue — recurring earnings floor; primary durable source
- Technical services — premium enabler; turns documentation into pricing power
- Prototype sales — $3.0M monetization events in 2028 and 2029
- Other revenue — aggregates and ancillary services
Operating Controls
- Batching discipline with set-point control and variance monitoring
- Lab testing cadence with documented release criteria per load
- Stop-ship authority protecting proof-system integrity
- NCR closure and trend management as operating discipline
- Minimum cash reserve of $750K held throughout
Technology Platform
- BioCene graphene admixture system for performance-grade concrete
- Basalt reinforcement — non-corrosive in marine exposure
- Compounding system: graphene + basalt + process discipline
- Proof packs and bounded warranty logic as commercial differentiation
- 25% lighter, higher strength, lower permeability vs. conventional mixes
| Year | Revenue | EBITDA | Margin | Utilization |
|---|---|---|---|---|
| 2026 | $2.9M | ($4.3M) | negative | ~15% |
| 2027 | $14.4M | est. $2.0M | est. 14% | ~65% |
| 2028 | $20.6M | $8.8M | ~43% | ~75% |
| 2030 | $29.9M | $16.4M | 54.8% | ~78% |
| 2035 | $57.2M | $33.6M | 58.7% | ~80% |
The risk profile is real but manageable. The most important near-term risk is prototype timing — delays push payback from Year 3 to Year 4 but do not structurally break the model. The governance architecture is designed to catch execution risks early and protect investor capital throughout.
| Risk | Mitigation | Residual |
|---|---|---|
| Prototype timing delay | Conservative scheduling; gated drawdown; two prototypes provides redundancy | Moderate |
| Revenue ramp / utilization | TCI-only focus; existing operator base; demand-stack discipline | Moderate |
| QC drift / proof-system failure | Stop-ship authority; testing cadence; NCR closure; bounded warranties | Low–Moderate |
| CapEx overrun | Reserve line; contingency; linked sources-and-uses governance | Low–Moderate |
| Hurricane / supply disruption | Inventory buffers; critical spares matrix; continuity playbooks | Moderate |
Why This Is Investable
- Single-market focus keeps underwriting legible and controllable
- Zero debt at launch eliminates leverage risk
- Two prototype sales create visible, non-speculative cash events in 2028 and 2029
- Existing local partner (North Caicos Contracting Ltd.) reduces cold-start risk
- Proof-before-premium discipline protects quality credibility throughout
- Institutional governance built in from day one — not bolted on later
- Reserve protection ($5.23M strategic reserve) supports disciplined ramp
- Minimum cash floor ($750K) maintained throughout the model period
Governance Architecture
- Entity: HoldCo + TCI OpCo + prototype SPVs where useful
- Monthly operating and investor dashboard
- Quarterly board package with reserved matters
- Phase-gate capital release requiring board approval
- Investor-grade documentation from day one
- Daily, weekly, monthly, quarterly reporting cadence
The strongest description of Phase 1: a bounded, governed, milestone-driven investment with visible monetization events, improving operating quality, and institutional controls built to make the business financeable rather than merely interesting. The platform comes after the proof. Not before.
The following items require finalization before the investment is ready to close. Each is a governance requirement — the deal is better when these items are locked before capital is deployed rather than resolved under operational pressure.
| Item to Finalize | Why It Matters | Owner |
|---|---|---|
| Final cap table and rights schedule | Locks control, economics, and decision rights for all parties at close | Legal counsel + founders + investor |
| Final sources and uses and drawdown schedule | Confirms deployment discipline, reserve posture, and milestone-linked release logic | CFO / finance lead + board |
| Final TCI three-statement and monthly waterfall model | Hardens the return bridge and scenario logic from which all distributions are calculated | Finance lead + investor review |
| Final legal structuring and SPV design | Completes risk ring-fencing and reporting pathways for prototype projects | Legal counsel |
| Final risk disclosure language | Ensures the underwriting is explicit, institutional-grade, and defensible | Legal counsel + management |
| North Caicos Contracting commercial terms | Locks the operating base, supply arrangements, and local execution framework | Founders + NCC |
Investor Decision Checklist
- Capital structure and waterfall mechanics confirmed
- Prototype timing and sale mechanics understood
- QC and proof-system approach reviewed and accepted
- Risk profile and reserve logic reviewed
- Continue case and buyout case both modeled and accepted
- Governance rights and reserved matters confirmed
Key Contacts
Jason Carter
Patrick Fleming