THE VAULT · Capital Stack
Last updated: 2026-07-28 Status: Planning
Recommendation
Scenario A (Lease + Institutional Debt + Outside Equity) is the recommended path.
It limits Taj’s personal equity contribution to under $1.5M, preserves her liquid capital, eliminates real estate risk from the operating business in Year 1, and maintains conversion optionality to Scenario B (property acquisition) in Year 2-3 once operating cash flow is proven.
Total Capital Requirement by Scenario
| Scenario | Path | Total Raise |
|---|---|---|
| A | Lease flagship | $4.0M to $6.0M |
| B | Acquire property (down payment + buildout) | $8.0M to $12.0M |
| C | Acquire property at high end + luxury build | $12.0M to $17.0M |
Scenario A · Lease Path (Recommended)
Total raise target: $5.0M (midpoint)
Sources
| Source | Amount | % of Stack | Notes |
|---|---|---|---|
| Taj personal equity | $1,200,000 | 24% | Cash, not retirement assets; hard cap at $1.5M |
| Trill / TWG co-anchor | $300,000 | 6% | Convertible or equity; aligns interests |
| Outside equity investor(s) | $1,500,000 | 30% | Angel / family office; Charlotte or Black-led |
| SBA 7(a) or 504 loan | $1,200,000 | 24% | For FF&E and working capital; Charlotte CDC |
| Landlord TI offset | $800,000 | 16% | Negotiated; reduces net buildout cost |
| Total | $5,000,000 | 100% |
Uses (Scenario A, $5M midpoint raise)
| Use | Amount |
|---|---|
| Buildout + FF&E (net of TI) | $2,200,000 |
| Pre-open costs | $500,000 |
| Lease deposits + pre-open rent | $350,000 |
| Working capital reserve (15 months) | $1,500,000 |
| Marketing + pre-launch | $150,000 |
| Capital raise fees + legal | $150,000 |
| Buffer | $150,000 |
| Total | $5,000,000 |
Equity Structure (illustrative)
| Party | Equity % | Investment | Notes |
|---|---|---|---|
| Taj Hines (Founder) | 60% | $1,200,000 | Controlling founder |
| Outside Equity Investors | 25% | $1,500,000 | Passive; board seat optional at $1M+ |
| Trill / TWG | 10% | $300,000 | CSO role; no salary; TWG produces Invitational |
| Advisor / Operator Reserve | 5% | $0 | Option pool for GM + key hires |
| Total | 100% | $3,000,000 | Cash equity; TI and SBA are debt/offset |
Taj remains controlling founder at 60%. No outside investor receives majority or blocking rights without Taj’s consent.
Scenario B · Property Acquisition (Year 2 Conversion Target)
Total raise target: $9.0M to $12.0M
This scenario makes sense if: - Vault reaches 500+ members and $250K+ monthly EBITDA by Month 18 - A suitable property becomes available at $4M-$6M - Lender is willing to refi operating business + real estate in a commercial package
Sources (Scenario B)
| Source | Amount | % |
|---|---|---|
| Taj personal equity (new) | $500,000 | 6% |
| Existing Scenario A equity investors (pro rata) | $750,000 | 8% |
| New real estate equity investor / family office | $1,500,000 | 17% |
| Commercial real estate mortgage (70% LTV) | $3,500,000 | 39% |
| SBA 504 (for real estate portion) | $1,500,000 | 17% |
| Operating cash flow contribution (retained earnings) | $1,250,000 | 14% |
| Total | $9,000,000 |
Scenario B is NOT the launch plan. It is the Year 2-3 unlock if the business performs and a buy opportunity emerges.
Scenario C · Full Acquisition at High End
Total raise: $14M to $17M. Requires institutional private equity or CDFI partnership. Not appropriate pre-revenue. Flag for Year 4+ strategic planning only.
Debt Terms (Scenario A SBA)
| Item | Assumption |
|---|---|
| Loan amount | $1,200,000 |
| SBA 7(a) rate | Prime + 2.75% (approx 11% in current environment) |
| Term | 10 years |
| Monthly payment | approx $16,500 |
| Annual debt service | approx $198,000 |
| Personal guarantee required | Yes (Taj); Trill co-guarantee optional if on equity |
SBA 7(a) or 504 is the most accessible path for a new luxury fitness business. SBA 504 is better for long-term fixed assets; SBA 7(a) is more flexible for working capital + FF&E mix. Recommend working with a Charlotte-area CDC (Community Development Corporation) for 504 access.
Alternative: Equipment financing on FF&E separately at lower rates ($500K-$800K of the build is financeable as equipment). Reduces SBA exposure.
Investor Protections (Non-Negotiable for Taj)
- No investor holds more than 25% without Taj consent in writing.
- No drag-along rights below a $20M valuation floor.
- Taj retains board chair regardless of equity dilution.
- Distribution waterfall: operating costs, debt service, reserve replenishment, then pro-rata distributions. No preferred returns to investors that defer Taj’s participation past Y3.
- Any Trill/TWG production fees for Vault Invitational are arms-length, market-rate, disclosed to all equity holders, and approved by Taj.
Fundraising Timeline
| Phase | Window | Target | Notes |
|---|---|---|---|
| Founding prep | Now to Month -6 | Finalize business plan + projections | Operating book is the asset |
| Taj equity commitment | Month -5 | $1.2M earmarked, not deployed | Conditional on closing the full stack |
| Angel / family office outreach | Month -5 to -3 | $1.5M outside equity | Charlotte Black business networks, UNC/HBCU aligned investors |
| SBA application | Month -4 | $1.2M SBA 7(a) or 504 | 60-90 day approval window |
| TI negotiation with landlord | Month -4 to -2 | $800K TI | Tied to 10-year lease signing |
| Close raise | Month -2 | $5.0M total | All tranches committed before construction starts |
| Construction start | Month -1 | ||
| Open day | Month 0 (M1) |
Key Risk Flags
- SBA application can take 60-120 days. Start early. Do not start buildout before the debt commitment is in writing.
- TI negotiation is the make-or-break lever on Taj’s equity exposure. A $600K TI vs a $1.2M TI is a $600K swing in how much she needs to put in personally.
- Outside equity at $1.5M implies a pre-money valuation discussion. Prepare a defensible number: $3M-$5M pre-money based on founding team, IP, concept, and pre-sales is reasonable for a pre-revenue luxury hospitality startup of this scale.
- Trill’s $300K co-anchor converts to 10% equity. If TWG production fees are anticipated, document that relationship in the LLC operating agreement before the raise closes.