Capital stack architecture memo for a Hadto venture

This memo states Hadto’s current operating design for one venture. It is not legal advice, not an offer to sell securities, and not a final term sheet.

For a public reader, the easiest way to read this memo is to start with three practical questions. Who gets paid first if cash is tight? Who takes the first hit if the venture underperforms? Who stays in charge of day-to-day decisions while the company is healthy? The rest of the structure is built to answer those questions in a consistent order.

Hadto needs a capital stack that does three things at the same time: give senior lenders a clear first claim, let the community share in the economics without blurring that into control, and keep real operating authority with the owner-operator.

For one venture, the baseline legal structure is simple. Venture HoldCo LLC owns 100% of Venture OpCo LLC. Senior lenders lend into the venture and take a first-priority security package over operating assets. When the venture uses a community layer, HoldCo issues it as transfer-restricted revenue-share preferred units that can be represented with a token or in ordinary book-entry form. The operator equity layer is HoldCo common equity, with the owner-operator holding 60% of the voting common and Hadto holding the remaining 40% as sponsor common inside the same layer. Hadto’s platform agreement stays an operating contract. It is not a hidden fourth capital layer and it does not jump ahead of the community or the operator in the payout order.

Capital Layers Overview

The diagram makes the core rule visible: cash priority runs from the top of the stack down, while loss absorption runs from the bottom up.

Layer	Instrument	Economic role	Legal position
Senior Lending Layer	Secured term debt and, when needed, a small working-capital revolver	Lowest-cost capital with a fixed return and no residual upside	First-priority lien, first claim on liquidation proceeds, and lender consent rights after default
Community Token Layer	Transfer-restricted revenue-share preferred units, optionally represented by a token	Subordinated participation capital with defined current yield and a defined upside kicker	Junior to senior debt, senior to common equity, and no ordinary operating vote
Operator Equity Layer	HoldCo common equity, with the owner-operator holding 60% voting common and Hadto holding 40% sponsor common in the same layer	Residual upside and first-loss capital	Ordinary governance control while the venture is solvent and in compliance

Risk Waterfall

First loss: The Operator Equity Layer takes first loss. When the venture underperforms, common distributions stop first, then common equity is diluted or impaired before the community layer is touched. Senior lenders are last in line to take economic loss because they sit at the top of the stack with collateral protection.

In a sale, shutdown, or forced liquidation, the money moves in a simple order. The company first has to satisfy wages, taxes, and other obligations that the law puts ahead of everyone else. After that, senior lenders are paid their interest, fees, and principal from the collateral pool. Only then does the community layer receive its liquidation preference and any earned but unpaid distributions. Whatever is left belongs to the operator common layer. That is what people usually mean when they say senior capital has priority and common equity takes the residual.

Control in a restructuring follows the same logic, but only after a real trigger. Before a payment default or covenant breach, the board still runs the operating plan, approves the budget, and decides how to respond to a weak quarter. After a senior default, lenders gain the practical control points that come with waivers, forbearance terms, collateral remedies, and restructuring milestones. Community holders do not run that process. They only get a separate class vote if the company tries to worsen their payout formula, priority, reporting rights, or transfer restrictions. Operator common equity keeps ordinary governance control only while the venture remains solvent and stays inside the senior loan documents.

So the community layer participates in the economics, not in day-to-day management. Hadto also does not receive a sponsor preference, side letter, or management claim that jumps ahead of the operator common layer.

Return Mechanics

Layer	Target gross IRR	Payout shape
Senior Lending Layer	10-12%	Almost entirely contractual cash yield, with no equity conversion or warrant package in the base template
Community Token Layer	15-18%	Roughly one-third current yield and two-thirds contingent upside, with 6-8% annualized cash yield when distribution tests are met plus a refinance or sale participation kicker
Operator Equity Layer	25%+	No fixed coupon. Returns come from retained earnings, periodic common distributions, and exit value after the upper layers are satisfied

Cash flow follows the same order in ordinary operations. A healthy month first covers payroll, taxes, upkeep, and a board-approved cash reserve. From there the venture pays senior interest and scheduled principal. Once the business is still in compliance with the senior loan documents and the distribution tests are met, the community layer can receive its current yield on the quarterly schedule. Common distributions to the owner-operator and Hadto come last and only after the upper layers and reserve thresholds have been satisfied. On a refinance or sale, the same order applies again: senior is paid out first, the community layer is redeemed next, and common equity receives what remains.

Governance Control

The venture has 3 voting directors. The owner-operator appoints 2 directors, one of whom serves as venture CEO by default. Hadto appoints 1 director. If the community layer is outstanding, those holders receive a board observer seat, not a voting seat.

In plain terms, the owner-operator still runs the business unless the venture has tripped a serious lender default or the board is acting on a defined-for-cause event. The owner-operator must hold at least 51% of total voting power for ordinary operating matters while the venture is in good standing. Hadto cannot remove the owner-operator just because it prefers a different operating style. Community holders do not vote on budgets, hiring, pricing, product scope, or vendor decisions.

Reserved matters still need extra consent because they change the structure of the venture rather than the daily operation of it. That includes a sale of substantially all assets, new debt that would sit level with or ahead of the senior facility, changes to the community payout formula or liquidation preference, changes that cut operator voting control below 51%, amendments to the charter or benefit mission, related-party agreements outside the approved pricing policy, replacement of the owner-operator for cause, and any bankruptcy filing or restructuring support agreement.

This keeps ordinary control with the operator, gives Hadto a narrow sponsor check on structural matters, and keeps the community layer out of operating micromanagement.

Tokenization Framework

Tokenization is optional here. The core instrument is the community participation security itself. Should the venture later choose to represent that security with a token, the token is only a digital wrapper around the same underlying claim. It is not a separate asset class and it does not add governance rights.

The baseline public-participation path is still Regulation Crowdfunding through a registered intermediary. The authoritative holder record stays with the issuer’s transfer agent or regulated cap-table system, not with a public wallet explorer. Any on-chain representation has to reconcile to that authoritative off-chain record.

Regulation Crowdfunding one-year transfer restrictions apply unless a statutory exception applies. After the restricted period, transfers are allowed only through company-approved, compliance-screened channels. Wallets or brokerage accounts must be whitelisted before transfer. Peer-to-peer free trading is not promised.

Community reporting still needs to stay concrete. The venture should publish quarterly updates on revenue, gross margin, debt service coverage, distribution status, and material governance events, plus the annual financial package required by the offering exemption and lender documents. The quarterly report should also show the exact cash waterfall used for the period so holders can see what was paid, what was deferred, and why.

If the venture never tokenizes the community layer, the same economics, governance limits, and reporting rules still apply in conventional book-entry form.

The point of this structure is simple: senior capital gets a clean claim, the community gets a transparent subordinated participation layer, and the owner-operator keeps real control because common equity sits where first loss and long-term upside belong.

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This memo converts Hadto’s current vision and crowdfunding posture into a single venture-level operating template, reviewed 2026-04-15.