Hadto Journal

Hadto Model Memo · 2026-04-15

Capital stack architecture memo for a Hadto venture

A concrete public memo defining first loss, claim priority, return targets, governance, and the optional community token layer for one Hadto venture.

capital stackgovernancecommunity investmentowner operatorshadto

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.

Hadto needs a capital stack that does three things at the same time: keep senior money in a clean priority position, let the community participate without pretending participation is the same thing as 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.
  • The Community Token Layer, when used, is issued by HoldCo as transfer-restricted revenue-share preferred units.
  • The Operator Equity Layer is HoldCo common equity. The owner-operator holds 60% of the voting common. Hadto holds the remaining 40% as sponsor common inside the same layer.
  • Hadto’s platform agreement is an operating contract. It is not a hidden fourth capital layer and it does not sit ahead of the community or the operator in the claim waterfall.

Capital Layers Overview

Capital stack architecture for one Hadto ventureThree stacked capital layers. Senior lending sits at the top with first claim and yield-only returns. The community token layer sits in the middle with subordinated yield plus upside. The operator equity layer sits at the bottom, takes first loss, and holds ordinary control while the venture is solvent.Single-venture capital stackClaim priority runs top-downCASH WATERFALLLOSS ABSORPTION1Senior Lending LayerSecured term debt and small working-capital revolverSecured claim; first-priority lien on venture assetsAbsorbs loss last, after all junior capital is exhausted10-12% gross IRR; yield onlyMonthly interest + scheduled amortization2Community Token LayerTransfer-restricted revenue-share preferred unitsSubordinated to senior debt; senior to common equityAbsorbs loss after common equity and before senior debt15-18% gross IRR; yield + upside kickerQuarterly distribution when covenant tests pass3Operator Equity LayerCommon equity; Hadto participates only in this layerResidual claim; owner-operator holds 60% voting commonTakes first loss and keeps ordinary control while solvent25%+ target IRR; residual upsideResidual quarterly or semiannual common distributionsOperating cash: reserves and statutory obligations -> senior debt service -> community distribution -> common residualRestructuring control shifts to senior lenders only after a payment default or covenant breach.
Hadto participates only inside the Operator Equity Layer. It does not hold a separate sponsor preference that jumps ahead of the community or the owner-operator.

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.

Senior Lending Layer

  • Instrument: secured term debt and, when needed, a small working-capital revolver.
  • Economic role: lowest-cost capital with a fixed return and no residual upside.
  • Legal position: first-priority lien, first claim on liquidation proceeds, and lender consent rights after default.

Community Token Layer

  • Instrument: transfer-restricted revenue-share preferred units, optionally represented by a token.
  • Economic role: subordinated participation capital with defined current yield and a defined upside kicker.
  • Legal position: junior to senior debt, senior to common equity, and no ordinary operating vote.

Operator Equity Layer

  • Instrument: HoldCo common equity.
  • Ownership split: owner-operator holds 60% of voting common; Hadto holds 40% sponsor common in the same common layer.
  • Legal position: residual claimant, first-loss capital, and ordinary governance control while the venture is solvent and in compliance.

Risk Waterfall

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

Claim priority on liquidation or sale is:

  1. unpaid wages, taxes, and other statutory obligations
  2. senior lender interest, fees, and principal from collateral proceeds
  3. community token liquidation preference plus any earned but unpaid distributions
  4. residual proceeds to operator common equity

Restructuring control follows the same order, but only after a trigger:

  • Before a payment default or covenant breach, the board controls the operating plan, cash budget, and turnaround steps.
  • After a senior default, senior lenders control the workout through waiver rights, forbearance terms, collateral remedies, and any required restructuring milestones.
  • Community token holders do not direct the workout. They receive a separate class vote only if the company amends the instrument in a way that worsens their priority, payout formula, reporting rights, or transfer restrictions.
  • Operator common equity keeps ordinary governance control only while the venture remains solvent on a going-concern basis and in compliance with senior documents.

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

Return Mechanics

Target return profile by layer:

  • Senior Lending Layer: 10-12% gross IRR, almost entirely contractual cash yield.
  • Community Token Layer: 15-18% gross IRR, with roughly one-third current yield and two-thirds contingent upside.
  • Operator Equity Layer: 25%+ target gross IRR, driven primarily by residual upside rather than current yield.

Yield versus upside split:

  • Senior: 100% yield; no equity conversion and no warrant package in the base template.
  • Community: 6-8% annualized cash yield when distribution tests are met, plus a refinance or sale participation kicker sized to move the layer into the target IRR band.
  • Operator equity: no fixed coupon. Returns come from retained earnings, periodic common distributions, and exit value after the upper layers are satisfied.

Cash flow cadence:

  1. Operating cash first funds payroll, taxes, maintenance capex, and a board-approved liquidity reserve.
  2. Senior interest and scheduled amortization pay monthly.
  3. Community current yield, if earned and if senior covenants remain satisfied, pays quarterly.
  4. Common distributions to the owner-operator and Hadto sponsor pay quarterly or semiannually, only after senior obligations, community obligations, and reserve thresholds are met.
  5. Refinance or sale proceeds follow the same priority stack: senior is paid out first, community is redeemed next, and common equity receives the residual.

Governance Control

Board structure:

  • 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.
  • Community token holders receive a board observer seat, not a voting seat, once the community layer is outstanding.

Voting rights:

  • The owner-operator must hold at least 51% of total voting power for ordinary operating matters for as long as the venture is not in senior default.
  • Hadto has no unilateral removal right over the owner-operator except for fraud, willful misconduct, or a board-approved replacement after a defined cause process.
  • Community token holders do not vote on budgets, hiring, pricing, product scope, or vendor decisions.

Reserved matters require board approval plus consent from any directly affected class and any senior lender consent required by loan documents:

  • sale of substantially all assets
  • issuance of debt senior to, or pari passu with, the existing senior facility
  • changes to the community payout formula, liquidation preference, or redemption cap
  • changes that reduce operator voting control below 51%
  • amendments to the charter, equity plan, or benefit mission
  • related-party agreements outside an approved pricing policy
  • replacement of the owner-operator for cause
  • bankruptcy filing or execution of a 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 operational micromanagement.

Tokenization Framework

If the community layer is tokenized, the token is only a digital wrapper around the security. It is not a separate asset class and it does not add governance rights.

Compliance model:

  • Baseline public-participation path: 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 onchain representation has to reconcile to that authoritative offchain record.

Transfer restrictions:

  • 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.

Reporting transparency:

  • Quarterly venture report: revenue, gross margin, debt service coverage, distribution status, and material governance events.
  • Annual financial package at the level required by the offering exemption and lender documents.
  • Community reporting must show the exact cash waterfall used for the quarter so holders can see what was paid, what was deferred, and why.

If the community layer is not tokenized, the same economics, governance limits, and reporting rules 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.

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

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