ALA — Founders Structure
How A Level Alliances proposes to found Atmosphere™ with a Legal Ally and a Media Ally who contribute work instead of cash, and how eleven operational allies would fund the first 18 months.
01The Founders Chain
Atmosphere™ starts with a small founding core, the Founders Chain (Baş Halka). It joins three founders: A Level Alliances (ALA) as architect and IP provider, a Legal Ally as the spine of the structure, and a Media Ally as master agent. Each founder contributes in kind (IP, legal architecture, media and production) rather than cash, and each is designated an Atmosphere™ Founder.
The Founders Chain holds a 25% founder block of the company. The remaining 75% is reserved for operational allies who bring cash.
Percentages are of total company equity. The Media Ally is not yet selected; its 5% is reserved until it joins.
Equity injection rule
During development and onboarding, none of the three founders bills cash fees or retainers to one another or to the company. Legal, media and design-supervision work is contributed as equity and recorded in the master founding agreement.
02Why This Legal Ally
Cole-Frieman & Mallon calls itself an investment management law firm. The phrase describes its clients: the firm counsels investment managers, from first-time launches to multibillion-dollar funds. Public sources do not describe the firm managing capital or holding equity in its clients, so the Stewardship Mandate is new ground. It is designed to strengthen the firm's standing, not to change what the firm is.
The firm was formed in 2011, when Cole-Frieman LLP and Mallon P.C. merged in San Francisco. Managing Partner Karl Cole-Frieman was General Counsel and Chief Compliance Officer of Standard Pacific Capital, an SEC-registered hedge fund manager, so he has sat on the client's side of the table. The firm's practices map directly onto Atmosphere: SPVs, real estate funds, tokenization and real-world assets, adviser registration, intellectual property, and corporate and transactional work.
Firm figures as published by the firm. Sources: colefrieman.com · Practice areas · Karl Cole-Frieman · Formation announcement, 2011
03The Legal Ally Mandate
The Legal Ally is not engaged as a billable-hours law firm. ALA offers a Stewardship Mandate with four parts.
A share carved from the founder block, in place of hourly billing.
Loyalty, care and full disclosure toward ALA and every ally admitted through the funnel. Responsibility for compliance and market readiness.
Authority over entity design and jurisdiction, regulatory registrations and the admission standard for future allies. Veto on structural and compliance matters only. Commercial and brand decisions stay with ALA.
Custodian of all ally commitments as they enter the structure.
Boundary. The Legal Ally's scope is counsel and architecture. Every counterparty and investor relationship is held personally by the principal.
Scope of work
- Architect the corporate stack: PropCo (real-asset relationship), OpCo-TRS (operations), MemberCo (membership layer), the Purpose Trust and the IP holding structure under ALA.
- Counsel the Formation Round (private placement, accredited investors only) and prepare the path to a broader qualified offering at Scale.
- File and manage trademark applications, system registrations and regulatory filings.
- Draft the preliminary agreement for Phygital Elements development.
- Lead the vetting and admission of every subsequent ally, starting with the Media Ally.
- Write three precedent lessons into the documents: no long-duration lease liability under the operating company (the WeWork lesson); no self-operated food and beverage economics (the REEF lesson); the landlord as partner through management or revenue-share structures (the Industrious model).
04The Iceberg
Value in the chain moves in one order. Atmosphere earns first, from its own operating revenue. That income creates the company's value, which every shareholder holds in proportion to its stake. Only then, and only by delivering services, do allies that also supply Atmosphere earn their own revenue. Supplier income is derived from the value created for Atmosphere; it is never a share of running it.
Supplier business · fees that allies earn by delivering fixtures, payments, media, logistics and services to Atmosphere, under separate contracts at market terms
What one box carries · Year 5, realistic case
The realistic rollout reaches 50 boxes in year 5: a capacity of 50,050 positions, $643.2M portfolio revenue and about 27,800 visitors a week in each box.1 Every one of those positions is a business that needs fixtures, payments, media, logistics and, by its own choice, legal counsel.
| Benchmark | Basis | Per week | Note |
|---|---|---|---|
| Mall of America | 40M+ visits a year | ~770,000 | Super-regional ceiling; the "LAX" of shopping |
| Costco, Scarborough ME | 1.8M visits, Nov 2024–Oct 2025 (Placer.ai) | ~34,600 | One warehouse club, second year open |
| Trader Joe's | ~50 visits per sq ft a year × ~15,000 sq ft (Placer.ai, 2023) | ~14,400 | Chain average, derived |
| Average U.S. supermarket | $668,377 weekly sales ÷ $49.06 per in-store transaction (FMI) | ~13,600 | Transactions, not visitors; derived |
| Atmosphere box, Y5 realistic | 100,000 sq ft (Financial Database Rev.05) | 27,811 | Range 6,815 to 73,894 across scenarios |
1. Weekly traffic benchmarks. Per-week figures are annual figures divided by 52 or derived as shown; they are approximate and should be checked against the primary sources. The realistic Atmosphere box works out to about 14.5 visits per sq ft a year (27,811 × 52 ÷ 100,000), below Trader Joe's ~50 and close to the ~16 that Placer.ai gives as the 75th percentile for grocery chains. Best Buy and Industrious do not publish per-location traffic; Industrious, now fully owned by CBRE, runs 200+ locations on the management-agreement model Atmosphere follows, and measures members rather than visitors.
Sources: Triple Five / Mall of America · Portland Press Herald, Nov 2025 · Placer.ai, The Anchor · FMI Food Industry Facts · Industrious · Atmosphere Financial Database Rev.05
| Link | Equity | Supplier business, under separate contracts at market terms |
|---|---|---|
| ALA · 5th Wall Phygital Elements | 15% | Supplies the modular fixtures for every box and its 1,001 positions. Every new box is a new fit-out order. |
| Legal Ally | 5% | Formation Round and Scale offering; the Position Right investor track and its transfers; entity and real-estate work for every new box; Purpose Trust and trademark portfolio; admission documents for every ally; an optional preferred-counsel panel for allies, brands and position holders. |
| Media Ally | 5% | Continuous programming in every box: launches, live-commerce sessions, influencer activations, and sponsor and brand media across the network. |
| Trust Ally | 10% | Executive management of every OpCo as the network grows. |
| REIT / PropCo | 10% | A 20–30% NOI share from boxes that were standing empty. |
| Hospitality & F&B | 10% | Exclusive food, beverage and social zones in every box. |
| AI & Phygital POS | 10% | Processing on every transaction across every position; software licensing. |
| Sponsor | 10% | National naming rights and category exclusivity across the whole network. |
| Spatial Cybernetics | 6% | Digital twin and AR/VR layer for each box. |
| Event & Cultural | 6% | Ticketing and programming revenue. |
| Workspace & Business Club | 4% | Memberships, corporate packages and bookings. |
| Wellness & Sports Club | 4% | Individual and family club memberships. |
| Artisan Collective | 2.5% | Vendor fees from local makers. |
| Micro-Logistics | 2.5% | Fulfillment, storage and last-mile fees. |
The rule. An ally earns supplier income only by delivering a service on market terms, under a contract separate from its shareholding. Fees may be fixed or revenue-linked, as with the landlord's NOI share, but no ally receives a share of Atmosphere's operating income for being a shareholder, and no ally operates the network as a pool.
The founder block across scenarios · Year 5
| Scenario | Boxes | Portfolio revenue | Enterprise value | Founder block 25% | Legal Ally 5% |
|---|---|---|---|---|---|
| Pessimistic | 20 | $91.2M | $0 | $0 | $0 |
| Realistic | 50 | $643.2M | $1.64B | ~$410M | ~$82M |
| Optimistic | 100 | $2.31B | $8.69B | ~$2.17B | ~$435M |
Illustration only: enterprise value × ownership share, before dilution from later rounds, and assuming the founder block maps to the whole portfolio, which is an open point for counsel. The pessimistic case shows no value. Nothing here is a promise of return.
Measured against this flow, the $2.0M day-0 goodwill pool is a modest entry ticket. Its level and treatment will be finalized with the Legal Ally.
Sources: Atmosphere Financial Database Rev.05 (10 Sep 2026) · Executive Handbook
05Sequence
Phase 1 — Structure, IP Vault, Phygital Elements
The Legal Ally completes the legal and commercial structuring of ALA and Atmosphere™. ALA hands over its IP Data Vault, built over 32 months of field work, strategic mapping and ally vetting. On signing, ALA takes the role of Project Supervisor and directs the design, prototyping and production preparation of Phygital Elements (modular retail displays and fixtures) at the OnQ Design Office in San Francisco, under the preliminary agreement the Legal Ally drafts.
Phase 2 — Media Ally and platform
After auditing the Data Vault, the Legal Ally opens negotiations with Media Ally candidates, from the Vault or the wider market, and attaches the selected partner as the second link. ALA, the Legal Ally and the Media Ally then complete the 3D, VR, physical scale model and web platform for Atmosphere™. All contributions remain tied to each party's shareholding.
06Financial Simulation — 18 Months
Eleven operational allies fund a $10.0M cash budget for the 75% operational block, plus a $2.0M ecosystem goodwill fee pool paid on day 0. For reference, $10.0M for 75% implies a post-money value of about $13.3M.
| Ally position | Equity | Cash share | 18-mo cash | Goodwill fee | Total |
|---|---|---|---|---|---|
| Trust Ally (C-level / execution) | 10.0% | 13.33% | $1,333,333 | $266,667 | $1,600,000 |
| REIT / PropCo (Landlord Ally) | 10.0% | 13.33% | $1,333,333 | $266,667 | $1,600,000 |
| Hospitality & F&B Ally | 10.0% | 13.33% | $1,333,333 | $266,667 | $1,600,000 |
| AI & Phygital POS Ally | 10.0% | 13.33% | $1,333,333 | $266,667 | $1,600,000 |
| Sponsor Ally (“Powered by Brand”) | 10.0% | 13.33% | $1,333,333 | $266,667 | $1,600,000 |
| Spatial Cybernetics (PropTech) | 6.0% | 8.00% | $800,000 | $160,000 | $960,000 |
| Event & Cultural Ally | 6.0% | 8.00% | $800,000 | $160,000 | $960,000 |
| Workspace & Business Club Ally | 4.0% | 5.33% | $533,333 | $106,667 | $640,000 |
| Wellness & Sports Club Ally | 4.0% | 5.33% | $533,333 | $106,667 | $640,000 |
| Artisan Collective Ally | 2.5% | 3.33% | $333,333 | $66,667 | $400,000 |
| Micro-Logistics Ally | 2.5% | 3.33% | $333,333 | $66,667 | $400,000 |
| Operational allies | 75.0% | 100% | $10,000,000 | $2,000,000 | $12,000,000 |
| Founders Chain block (ALA 15 · Legal 5 · Media 5) | 25.0% | Exempt | In kind | Exempt | — |
Row figures are rounded; totals are the planned budget. Recipient, accounting and treatment of the goodwill fee pool are to be structured with the Legal Ally.
Month 18 · the first funding round
$13.3M is the entry price, not the value. By month 18 the pilot box is open and producing data. If it tracks the realistic case, the first funding round is priced on what the network is projected to become. A sponsor that commits $1.6M on day 0 then holds a stake worth about $15.5M, roughly 9.7 times its commitment.
| Holder | Stake | Paid in | Day 0 | Month 18 | Multiple |
|---|---|---|---|---|---|
| Each 10% ally (Trust, REIT/PropCo, F&B, AI & POS, Sponsor) | 10.0% | $1.60M | $1.33M | $15.5M | 9.7× |
| Each 6% ally (Spatial Cybernetics, Event & Cultural) | 6.0% | $0.96M | $0.80M | $9.3M | 9.7× |
| Each 4% ally (Workspace, Wellness) | 4.0% | $0.64M | $0.53M | $6.2M | 9.7× |
| Each 2.5% ally (Artisan, Micro-Logistics) | 2.5% | $0.40M | $0.33M | $3.9M | 9.7× |
| ALA | 15.0% | In kind | $2.00M | $23.3M | — |
| Legal Ally | 5.0% | In kind | $0.67M | $7.8M | — |
| Media Ally | 5.0% | In kind | $0.67M | $7.8M | — |
Day 0 values each stake at the $13.3M entry price; month 18 values it at the $155.0M pre-money. The pilot opens at the end of the 18-month runway and model year 1 starts there, so year 5 ends about five years after the round. At a 40% target return, the pre-money rises to $243.9M and a 10% stake to about $24.4M. Holders keep the value of their stake through the round, while their percentage falls by the new capital (to about 72% of today's share). These are projections from Financial Database Rev.05, not a promise of return; in the pessimistic case the network has no enterprise value.
07Use of the $10M
- $3.0MPhygital Elements: industrial design, prototyping, tooling and manufacturing setup at OnQ Design Office, San Francisco.
- $2.5MTechnology: AI sensor network, Phygital POS and payments, spatial mapping, and the 3D, VR, scale-model and web digital twin.
- $2.5MPilot hub: architecture, build-out and fit-out of the first dark-box anchor location as a Civic Third Space.
- $1.0MNational media launch, B2B marketing and grand opening, led by the Media Ally.
- $1.0MGovernance and working capital: Purpose Trust, SPV/TRS stack, regulatory filings, C-level onboarding and 18 months of administration.
08Allies Annex
Founders Chain — in kind
A Level Alliances (ALA) 15%
Founder entity, strategic architect and Project Supervisor. Vision, master IP, supervision of Phygital Elements.
Master brand ownership; strategic approval rights; liability protection to the extent the law allows.
Legal Ally 5%
Corporate stack, trademarks and registrations, contract governance, ally vetting, escrow custody.
Lead counsel for the structure; narrow governance as set out in section 03.
Media Ally 5%
National B2B and B2C communications, PR, and co-building the 3D, VR, scale-model and web platform.
Sole master media and marketing agent.
Operational allies — cash and capability
Trust Ally 10% · $1.6M
OpCo executive management, C-level leadership, field deployment, commercial scaling.
Executive management, operating dividends, performance bonuses.
REIT / PropCo 10% · $1.6M
Allocates dark-box, anchor and vacant retail space under NOI or revenue-share agreements.
Revenue/NOI share, portfolio value gains, site-level equity rights.
Hospitality & F&B 10% · $1.6M
Curates food and beverage zones, hospitality standards and social space.
Category exclusivity in F&B and social zones; revenue participation.
AI & Phygital POS 10% · $1.6M
Smart retail hardware, AI sensors, data architecture, integrated POS payments.
Sole technology and payment provider; software licensing revenue.
Sponsor Ally 10% · $1.6M
National brand backing, product integration in hubs, co-marketing.
“Atmosphere™ — Powered by Brand” naming rights, category exclusivity, Living Lab display, anonymized consumer insights.
Spatial Cybernetics 6% · $960K
Spatial mapping, AR/VR zones, digital twin, cyber-physical design.
Master PropTech and digital twin supplier.
Event & Cultural 6% · $960K
Civic Third Space event calendar, cultural activations, community engagement.
Ticketing, event and programming revenue share.
Workspace & Business Club 4% · $640K
Co-working, meeting suites, executive business club.
Membership fees, corporate packages, venue booking revenue.
Wellness & Sports Club 4% · $640K
Health, fitness, sports and wellness club facilities.
Individual and family memberships, wellness curation fees.
Artisan Collective 2.5% · $400K
Local makers, artisans and independent creators; stall curation.
Artisan marketplace management and vendor fee participation.
Micro-Logistics 2.5% · $400K
Click-and-collect, micro-fulfillment, dark store and last-mile operations.
Logistics, storage and fulfillment service fees.
09Open Points for Counsel
This draft sets out intent. These points are for the Legal Ally to resolve before anything binding is signed.
- A law firm taking equity for services, acting as escrow custodian and vetting allies triggers professional-responsibility requirements on business transactions with clients. Form, disclosures and consents to be set by the Legal Ally.
- Cash commitments from operational allies are likely securities offerings. Exemption, investor eligibility and documentation to be determined.
- Recipient, accounting and characterization of the $2.0M goodwill fee pool.
- Which entity the equity percentages refer to: a single Atmosphere™ company or the PropCo / OpCo-TRS / MemberCo stack.
- Term, scope and exit terms for exclusivity grants (technology and payments, F&B category, naming rights).
- Preferred-counsel panel: the firm cannot sit on both sides of a deal with the company it co-founded. Which allies, brands and position holders it may represent, and on what disclosures, follows the conflict rules.
- Entity status: A Level Alliances exists as an LLC; the Atmosphere™ operating entities are not yet formed.
10About ALA & 5th Wall Phygital Elements
A Level Alliances (ALA) is a strategic execution alliance founded and led by Mehmet Narin, formed as an LLC in October 2023. ALA is the sole capital-raising entity behind Atmosphere™ and holds its IP infrastructure: HuxNet™, OffNdOn™, PingPod™ and Fifth Signal™. In the Founders Chain, ALA is the link that gathers, produces and operates the members, tenants and users: the network's cash generator and the engineer of its Lease-Backed Securities.
5th Wall Phygital Elements is ALA's modular retail fabrication subsidiary. It designs and builds the displays, fixtures and digital surfaces that turn an empty anchor box into a working marketplace, and it works as a solution and platform partner rather than a product vendor. Its manufacturing alliance includes OnQ Solutions, Wisconsin Built, Graphic Trends and RCS Innovations, in a U.S. market for retail fixtures ($14.2B) and digital signage ($7.5B) that the ALA data room sizes at $21.7B combined.
ALA PEIT Data Room · EN / TR. The archive of ALA's 2025 alliance program and its record of past performance: the ALA and PEIT structure, the PEIT Summit at OnQ Solutions (Akron, Ohio, August 2025), the Alliance Execution Matrix, the 5th Wall market and manufacturer analysis, and the PEIT Setup Handbook.
ala-xray.fifthwallpe.comFrom the 2025 plan to today's structure. The 2025 program launched under a C-level executive team recruited from market-leading companies, on a plan of 200 locations at $3.6M of physical infrastructure each, with 65% held by ALA and 35% by outside investors. The team's results fell short of expectations: it approached the concept as a continuation of what it already knew rather than as a new model, and its engagements were ended after a six-month trial. The plan was then rebuilt around a chain of institutional allies and a Trust Ally that provides executive management through an SPV. The figures in this document supersede the 2025 figures: a 25% founder block and 75% for operational allies, a 100,000 sq ft box with 1,001 positions, and 50 boxes by year 5 in the realistic case. The archive is kept unchanged as a record.
About the Founders
Mehmet Narin
Started as a shopkeeper and merchant, then built ventures in China, India and Europe. His operating background is in street furniture, FMCG street points and newspaper stands through Qumbet; 5th Wall is Qumbet's heir in the United States. In Atmosphere he is the architect and the demand generator.
Paul Chapuis
Leads the commercial side of Phygital Elements: go-to-market frameworks for modular showroom environments and revenue strategy for 5th Wall products, with OnQ as the delivery partner for design and fabrication.
Together they form the heart and the brain of the Atmosphere plan. ALA creates the demand, OnQ delivers the solution, and they share the value they create.