The Line Bali

$8.0M of outside equity for approximately 30% of the HoldCo. Pre-money approximately $18.7M, post-money approximately $26.7M. A single round, no follow-on, targeted to close in 2026.

The round is right-sized to fund the club build, the land acquisition, and club working capital through breakeven. The HoldCo (Singapore Pte. Ltd.) owns 100% of the Bali asset SPV (Indonesian PT PMA), the brand, the member system, and operating IP. Investors hold equity at the HoldCo level, not the SPV.

Two reasons. First, governance: Singapore offers institutional-grade reporting standards, English-language jurisdiction, and creditor protections that PT PMA does not. Second, platform leverage: HoldCo equity captures co-invest priority on every future market at preferred terms. Bali is site one of a deliberately replicable, multi-market club platform, not the only asset.

The HoldCo also holds the brand, IP, technology, and the digital/Remote membership centrally, so that the platform value sits above any single operating company. Investors hold equity at the HoldCo level.

8% per annum cumulative preferred return on invested capital, accruing from Year 1 and paid ahead of founder economics. The waterfall is European, with no catch-up: (1) 100% to investors until contributed capital is returned, (2) 100% to investors until the cumulative 8% preferred is met, (3) the surplus above the preferred-capital-account hurdle is distributed pro-rata to ownership (~30% investor / ~70% founder).

No. An earlier working draft carried a 25% equity ratchet on a Y5 IRR miss; it was removed in the final structure (2026-07-06). Downside protection is carried instead by the 8% cumulative preferred ahead of founder economics, the escrowed first close releasing only on land control and clean title, and the staged, sales-gated construction plan.

The bulk of the return is the retained club stake, realized at a future liquidity event, plus waterfall distributions that begin once the club opens, funded by staged residence collections and operating cash. Modeled cadence (base case, illustrative):

The hold maps to the club stabilization arc. The club opens in 2029; staged residence collections (25% at signing, 30% at structure, 30% at fit-out, 15% at handover) fund the build, and the waterfall begins returning capital and the 8% preferred from 2029. The club ramps toward ~830 members and stabilizes by Year 5, with distributions from operating EBITDA from Year 5. Y7 is the natural liquidity point where club EBITDA is stabilized at ~$4.5M in the base case and the exit multiple can be anchored to the members-club comp set (Soho House, ~16x, Jan 2026) rather than to a hotel multiple. Capital and the accrued preferred are returned in full by 2031; the retained ~30% club stake is the main value at Y7.

Yes. $0.35M of founder cash already deployed (due diligence, PT PMA setup, legal, notary). Additional $0.40M founder pro-rata commitment in the round alongside investors on the same terms, for $0.75M total founder capital.

This is meaningful. Founders are not getting paid-off by the raise. They are buying in alongside outside capital.

Accredited investors only, under Singapore Reg S framework. Minimum subscription $250K. Investor must self-certify accredited status and complete Singapore-jurisdiction KYC / AML before sub docs are countersigned.

Target round close in 2026, ahead of land LOI and acquisition (Gate 1). Soft commit window opens 90 days prior. Hard commit requires countersigned sub docs and wire confirmation. Side letters reviewed case by case for tickets above $1M.

Equity funds the things residence pre-sales cannot: land, the club build, and club working capital through breakeven. The residence build is funded by staged residence collections, not by this equity.

Illustrative allocation. The full $26.1M project cost is met by the capital stack in Section A1: $8M equity + $0.75M founder + ~$23M of staged residence collections (25% at signing / 30% at structure / 30% at fit-out / 15% at handover).

An honest buffer for a first Bali ultra-luxury build, where overruns of 25 to 40% are common. The strategy carries 20% on construction and soft costs (~$3.6M on the $26.1M project). It is visible in the project cost, not parked off-balance, and is governed by the same drawdown discipline as the core construction budget.

The club is built within an envelope that holds up to 1,500 members. The base case stabilizes at ~830 paying members at Year 5 (bear ~550 / upside ~1,140 toward the 1,500 cap), so the building carries headroom for the upside without a later retrofit. Breakeven is only ~295 members, so the asset is profitable well below the base-case target. Building for capacity from day one is cheap optionality versus retrofitting later.

A reserve to fund the club ramp to breakeven (~295 members) plus a buffer for timing shocks. Joining fees recover member-acquisition cost at signing, and the club is profitable from Year 1, so the reserve is sized for ramp and timing, not for structural operating losses. The strategy's sources-vs-uses also leaves a ~$3.3M net working-capital cushion across the project after residence transaction tax, above this club-specific reserve. If the member ramp runs slow, the reserve absorbs the shortfall before any other line is touched.

Land closing absorbs ~$3.3M (price plus acquisition costs) on clean diligence in Q3 to Q4 2026, gated behind the LOI (Gate 1). Club construction runs from groundbreaking in Q2 2027 to opening in Q1 2029, with draws on standard GMP milestones: 20% mobilization, 30% structure, 30% finishes, 20% on completion. By club opening, most of the $8M equity is deployed into land and the club, with the working-capital reserve held against pre-opening launch and the ramp to breakeven. The residence build draws on staged residence collections, with a construction-period standby facility (~$3.8M peak in the base case, secured against staged pre-sale receivables) bridging any timing gap between draws and collections, not on this equity. The facility is repaid in full from collections before any distribution (interest ~$0.3M in the base case).

Three structural factors.

• Member spend is fragmented. The target resident in the Canggu-Seseh corridor currently spends $625 to $1,020 per month across four to five separate memberships (gym, wellness, co-working, restaurant, club). No integrated venue exists. They are paying more for less.
• Construction scarcity. The September 2025 hospitality construction moratorium across several Bali districts increases the scarcity value of a fully-entitled, already-permitted club and residence project, provided entitlement is secured cleanly.
• Corridor premiumising. Regent Bali Canggu opened Dec 2024 at ~$760 ADR and reset the corridor's premium ceiling; Mandarin Oriental and Anantara both arrive in 2027. Demand for branded, members-only product is building exactly where the site sits.

They do two different jobs. The club is the asset the investor owns; the residences are the financing mechanism that builds it.

The members club delivers recurring revenue: membership dues are ~53% of club revenue at stabilization, and because members return year after year, the great majority of revenue recurs. That recurring base is what earns a members-club exit multiple (Soho House, ~16x, Jan 2026), not a hotel multiple.

The 18 members-only residences are not a separate real-estate play. Pre-sold off-plan to qualified members, their staged collections (25% at signing (~$5.8M), then milestone payments at structure, fit-out, and handover) fund the construction of the residences and, in part, the club, so that outside equity is not consumed building inventory. At defensible pricing they roughly pay for themselves and leave the investor owning a share of an operating club that exits unlevered: the construction-period standby facility is repaid in full from collections before any distribution.

The result: residences make the build self-funding and then earn as managed hospitality; the club makes the core return; the platform makes it scale.

A Singapore master HoldCo owns the brand, IP, technology, and the ~90%-margin digital/Remote membership, plus 100% of each operating company. Bali is site one of a deliberately replicable, multi-market platform. The archive has carried candidate markets from the outset, Chiang Mai, Hong Kong, Tokyo, Lisbon, Tulum and others, but the platform is framed as optionality, not promised value: it is credible only once the unit economics are proven at site one.

Each new club is its own ring-fenced raise, so that one market's cash never funds another's build. Investors in this round receive co-investment priority on every subsequent market at preferred terms, rather than exposure to their construction risk.

The platform optionality sits on top of the ~$18.7M pre-money, which is grounded in the Bali club itself, not in the platform.

It is grounded in the club, not in a sum-of-the-parts that leans on the residences or the platform. The figure is built to stand up to diligence.

The residences recapitalize the build rather than producing a pre-sale windfall, so they are not loaded into the pre-money; their recurring managed-hospitality EBITDA is credited at exit, not at entry. The platform is real but is treated as optionality on top, not as promised value. The pre-money is grounded in the club and is the same for every investor within a given closing; it steps up between the first close and the final close.

Three structural reasons.

1. The downside case is a profitable members club that exits unlevered. Breakeven is only ~295 members; the bear case (~550 members) clears that comfortably, so the asset still generates EBITDA and a positive, if modest, return.
2. Investors hold HoldCo equity with co-invest priority on every subsequent market at preferred terms. As markets follow, the stake diversifies, though that mitigation is partial until market two opens.
3. The build is gated. Land closes only on clean diligence (Gate 1); construction starts only on a pre-sale threshold, a fixed-price GMP contract, and entitlement (Gate 2); residences are built in tranches against confirmed sales, not on spec. The investor is not exposed to forced bad deployment.

None deliver the five-vertical club spine. Potato Head is event-led, not membership infrastructure. COMO Uma is hotel-led without a member system. Six Senses Uluwatu is pure hotel. Aman properties are residential ultra-luxury, not member-network. The Bali lifestyle market is full of adjacency, but none of these compete for the members-club-plus-members-only-residence proposition.

There is currently no Soho House or equivalent recurring-revenue members club operating in Bali. The Line is creating the category locally, not displacing an incumbent.

Real-asset cash flow with a software-grade revenue mix. The club carries SaaS-like recurring revenue, dues are ~53% of revenue and the great majority of revenue recurs, with a blended gross margin above 55%, well above typical hospitality. The members-only residences add a one-time development contribution that funds the build, then a recurring managed-residence hospitality layer (~$1.2M Y5 EBITDA) that earns the club's operating multiple. A further optional, separately-capitalized hospitality asset (ADRIFT) could later add real-asset yield, but it is out of this raise.

The blended profile is hard to manufacture in pure software: software does not own land, does not earn rental yield, does not capture a branding premium at residential exit. The club-and-residences model has all three. The thesis is to build a software-grade revenue mix on a real-asset chassis.

This is a single $8M round with no follow-on, right-sized to fund the club, the land, and club working capital through breakeven. There is no separate hotel or off-site residence raise; the residences are funded by their own staged pre-sale collections.

Capital efficiency comes from gating the deployment, not from staging the raise. Each commitment is gated on a validated milestone: land is controlled before construction, and residences are built in tranches against confirmed pre-sales rather than on spec. This sequencing protects the equity: if land or entitlement fails diligence, the capital is not yet at risk in the ground.

Most Bali hospitality projects bet the entire thesis on day one. The gated build is the antidote, and the residence pre-sales convert an otherwise equity-hungry build into one where outside equity mainly buys the club.

Land acquisition is the first deployment of the equity and the first gate. It clears only on:

• Clean title diligence on the 40 are freehold parcel.
• Confirmed HGB / PMA pathway and PKKPR zoning conformity.
• Price at or below the underwritten target (~IDR 1.3B per are, ~$3.0M for 40 are).

No construction capital is committed until the parcel is controlled and entitled. If the land or entitlement fails diligence, the capital is not yet at risk in the ground. The LOI has not yet been initiated; it is the first use of funds.

Gate 2 (groundbreaking). Club and Phase-1 residence groundbreaking is gated on three conditions, all of which must clear: a pre-sale threshold (target ~30 to 40% of residences pre-sold off-plan), PBG permitting issued, and a fixed-price GMP construction contract in hand. Residence signing payments (25%) then begin funding draws, followed by the structure, fit-out, and handover milestone payments.

Gate 3 (phased build). Residences are built in tranches against confirmed sales, so there is no unsold inventory built on spec. If absorption is slow, the build paces to the sales, protecting both the equity and the cushion.

The club is what the investor owns at the end. It is a recurring-revenue business that exits unlevered in every scenario; the construction-period standby facility (~$3.8M peak in the base case) is repaid in full from collections before any distribution:

Breakeven is only ~295 members, so even the bear case is comfortably profitable. The retained ~30% of this club is the main value to the investor.

Three failure modes modeled.

• Demand failure. Members ramp to only ~550 by Y5 (vs. base ~830). Y5 club EBITDA ~$3.0M; at a 10x bear exit the retained business is worth ~$38M (club ~$30M + residence hospitality), and the investor case falls to ~2.9x / ~18%. The club is still profitable, well above the ~295-member breakeven. The 8% cumulative preferred, paid ahead of founder economics through the waterfall, carries the investor priority in this scenario.
• Cost failure. The 20% contingency (~$3.6M on the $26.1M project) absorbs the most common Bali first-build overruns. A fixed-price GMP contract caps the GC-side risk. Beyond the contingency, the residence build paces to confirmed sales rather than drawing the club reserve.
• Absorption failure. If residences pre-sell slowly, the phased build (Gate 3) paces construction to sales, and the capital-return timing extends rather than the equity being impaired.

$8M is right-sized to fund exactly what residence pre-sales cannot: the land, the club build, and club working capital through breakeven. A smaller raise would force compromise on build quality or leave the club under-reserved through ramp, both of which erode the exit thesis. A larger raise would dilute founders without a use for the capital, since residence pricing funds the residence build without an equity top-up. The ask is the amount the build genuinely requires, sized to the use of proceeds rather than to a residence surplus.

Joining fees recover member-acquisition cost at signing, giving a blended LTV:CAC of roughly 11x to 20x and CAC payback under six months. The tiers:

All tiers clear the 3:1 investability threshold. The Regular tier (dominant by member count) clears around 20:1, and joining fees give an LTV:CAC of roughly 11x to 20x across the book.

The bottom-up model lands at ~830 paying members at Year 5 in the base case (downside ~550 / upside ~1,140 toward the 1,500-member cap). Base-case ramp toward stabilization:

Profitable from Year 1; breakeven at ~295 members. The 1,500 cap is the upside case. The single largest operating risk is building the prospect pipeline: today's documented pipeline is materially smaller and must be converted into 300+ documented EOIs ahead of opening.

The bear case underwrites only ~550 active members at Y5. Even at that level, Y5 club EBITDA is ~$3.0M and the club is firmly profitable, supporting a ~$30M enterprise value at a conservative 10x.

The members club breakeven is approximately 295 members. The bear case is well above breakeven. The constraint in the bear scenario is the pace of the ramp, not viability.

Two reasons.

• Operational reliability. Validate cohort, programming, staff ratios, and ops infrastructure as the base ramps toward ~830 members before pushing toward the cap. A members club that is operationally over-extended bleeds the highest-tier members fastest.
• Capacity optionality. The facility is built within an envelope that holds up to 1,500 members. Headroom above the ~830 base case is the upside case, worth carrying because it is far cheaper to build in from day one than to retrofit later. Every incremental member above the base adds high-margin recurring dues that compound through the exit multiple.

The base case (~830 members) is roughly a 15 to 21% share of the qualified resident base; the 1,500 cap is the upside. Even the cap sits within international Soho House market-share precedents (London, Berlin, Mumbai run 20 to 35% of qualified resident base). The high-margin Remote/digital tier and corporate seats are additional and not counted in the resident base.

The price-lock applies to monthly dues, not joining fees, so joining fees can be raised without breaking the promise. The tiers:

• Founding (cap 150): $1,500 joining, $350 monthly, price-locked. Held deliberately, a marketing asset and social proof, not a revenue line. Recruited pre-opening.
• Charter (cap 175): $3,500 joining, $280 monthly.
• Regular (~635, the dominant tier): $4,500 joining, $395 monthly, at peer median (all-in Y1 ~$9,240, below Six Senses Place London ~$10K and far below Aman Club).
• Founders Reserve (cap 40): $25,000 joining, $1,250 monthly. A capped ultra-tier filling the gap between Charter and Aman Club.
• Remote: $0 joining, $110 monthly (~90% margin). Online programming only; conversion funnel into Regular.
• Corporate: team / executive / enterprise seat bundles.

The structure delivers base Y5 club EBITDA of ~$4.5M (~$4.5M/yr of recurring dues across the capped tiers at ~830 members, plus ~$5.3M of cumulative one-time joining fees, with the uncapped Remote/Corporate tier carrying the balance of the ~53% recurring share) and, with the residence-hospitality layer, a base IRR of ~29%, keeping the net-of-structure IRR (~25 to 26%) clear of a 15% hurdle. The ~95%-margin recurring dues from the Regular and Founders Reserve tiers are the largest driver.

At stabilization:

• Membership dues: ~53% of club revenue.
• Non-membership (F&B and events, bathhouse, training, retail): the balance.

Because members return year after year, the great majority of revenue recurs. That recurring base, not the F&B line, is what earns the club an operating-business exit multiple. Revenue mix shifts toward dues as the member base scales and ancillary penetration normalizes.

Hospitality cost mix. Direct costs include F&B cost of goods (~30% of F&B revenue), bathhouse consumables, training equipment, and member-event direct costs. A pure software business would carry 80%+ gross margin; a pure hotel runs 35% to 45%. The Line clears 55%+ blended gross, weighted by the non-membership revenue line that carries lower margin than dues. EBITDA margin ramps to ~40% at stabilization.

Because the competition solves single verticals, and the market is moving toward connected journeys. The corridor's best facilities (Body Factory, Nirvana Strength, Obsidian, and peers) each excel at training or recovery, but none combines training, recovery, F&B, workspace, and cultural programming under one capped membership. Independent industry analysis (Yves Preissler, Indonesia's Next Chapter in Fitness & Wellness, August 2026) makes the same point from the operator side: modern equipment has become "the starting point rather than the competitive advantage," operators increasingly compete on coaching, hospitality, recovery, and community, and consumers "no longer want wellness as one isolated service. They want the pieces to make sense together."

The same analysis sizes Indonesia's wellness economy at roughly $56B (2024, Global Wellness Institute) and concludes the strongest wellness markets are built where fitness, hospitality, healthcare, and recovery evolve together. That is the design brief The Line started from: the moat is not any single vertical, it is the integration, plus a hard scarcity model the standalone gyms structurally cannot replicate.

No. A future beachfront hospitality asset, a boutique hotel and branded villas under the ADRIFT name, remains a candidate expansion, but it is explicitly out of this raise. It would be its own site, its own diligence (beachfront sempadan, LP2B agricultural overlay), and its own capital, funded by its own pre-sales and debt with no additional outside equity from this round.

This $8M round funds the members club and the 18 members-only residences on the 40 are freehold site. ADRIFT is mentioned for completeness, not underwritten here. In detail:

• It would sit on its own coastal site with its own entitlement (beachfront sempadan, LP2B agricultural overlay), distinct from the 40 are club-and-residences parcel.
• It would be funded by its own pre-sales and debt, with no outside equity from this round.
• Founders Reserve members receive priority ADRIFT access with no blackout dates, which is a membership benefit, not a reason to underwrite the hotel here.

The returns, EBITDA, exit multiple, and capital stack in this Q&A are the club-and-residences deal only. ADRIFT carries no figures in this document.

They are the financing mechanism, not a separate real-estate play. 18 members-only Line Residences sit on the same 40 are freehold site as the club. Pre-sold off-plan to qualified members, their staged collections (25% at signing (~$5.8M), 30% at structure (mid-2028), 30% at fit-out (early 2029), and 15% at handover (Q4 2029)) fund the construction of the residences and, in part, the club, so that the $8M of outside equity is not consumed building inventory.

At defensible pricing the residences roughly cover their own land share, construction, and a modest margin. They are a de-risking and self-funding mechanism for the build, and once built they run as a managed-residence hospitality business (~$1.2M Y5 EBITDA). They are not presented as a source of multi-million-dollar pre-sale profit; the return to the investor is the retained operating business (club + residence hospitality), not a residence windfall.

~$4,460/m² blended. Bear ~$17.6M; upside (top-of-range, ~$5,100/m²) ~$26.7M. This is a club-integration premium to local product (Seseh villas ~$1,700 to 2,400/m²), positioned at or below branded beachfront/cliff comps, a level that stands up to diligence in this corridor. Final pricing to be validated by the sales channel against live comparables.

The residences sit on the same 40 are site as the club, in their own building with a separate residence lobby and a private members' path to the club. Co-locating them on one campus is what makes them members-only and what de-risks the build, since the same architect and contract cover both. Buyers receive:

• HGB tenure (30 + 20 + 30 years) via PT PMA, deliverable because the land is held HGB freehold.
• Founding-tier Line membership bundled for Years 1 to 5; Founders Reserve members hold first right of refusal on pre-sales.
• Managed rental pool: all 18 units enrolled by default (opt-out), operated hotel-style; net split 60/40 pied-à-terre, 70/30 family (owner/operator), with reserved owner-use weeks; annual service charge ~$45/m².
• Resale restricted to qualified Line members, which preserves the community and the club's scarcity.

The build is phased against confirmed sales (Gate 3), so there is no unsold inventory built on spec. Slow absorption extends the capital-return timing rather than impairing the equity. Branded-residence demand has softened island-wide (C9 Hotelworks notes 1,600+ units on hold or canceled), which is a real risk, mitigated by the conservative pricing, the 18-unit cap, and members-only resale.

Because the residences fund the build and the core return is the retained club plus the residence-hospitality layer, a slow residence ramp affects timing and the early capital return, not the core thesis.

They keep earning. Once built, The Line operates all 18 residences as a managed-residence hospitality business, the model Soho House layers onto its owned residences (Soho Beach House Los Cabos). All 18 units are enrolled in a default opt-out rental pool, run hotel-style (reservations, housekeeping, F&B, guest services). Operating costs are netted, then the net rental income splits 60/40 on the pied-à-terre and 70/30 on the family units (owner / operator); The Line's net operator share is ~$1.0M, and building service-charge margin, maintenance and concierge add ~$0.2M, for ~$1.2M of Y5 residence-hospitality EBITDA (bear ~$0.8M / upside ~$1.6M). It earns the club's operating multiple and, because it does not depend on the club hitting ~830 members, partially hedges the membership ramp.

Owners are underwritten on total return (target band 12 to 17%), not cash yield alone: net cash yield (~6 to 10%) is the conservative floor, appreciation is upside rather than the headline, and founding-tier membership is bundled for Years 1 to 5. The all-18-unit pool is the base assumption (ADR ~$700 pied-à-terre / ~$1,700 family at ~55% occupancy); owners opting out or softer ADR trims the hospitality layer, not the club.

The club is the entire EBITDA engine; there is no hotel in this deal. Dues are ~53% of revenue, F&B and events the balance. The premium tiers (Regular at peer median plus the Founders Reserve ultra-tier) contribute ~95%-margin recurring dues, which is why EBITDA runs ahead of a straight margin on the F&B-weighted revenue line.

Anchored to the members-club comp set, at a deliberate discount.

• Soho House was taken private at ~16x EBITDA in January 2026 (MCR / Apollo, $2.7B), the members-club exit reference.
• South-East Asian luxury resort assets, by contrast, trade at 8 to 12x.
• The membership premium is the difference, and it has to be earned with retention data.
• Independent risk-adjusted analysis of Bali hotel markets (the DRAGI study, 2026) supports the premium's logic from the other direction: income with low downside volatility warrants a lower operating-risk premium and a tighter valuation range, and recurring price-locked dues are exactly that income type, unlike the nightly-repriced RevPAR the hotel comp set is valued on.

A single, still-ramping Bali club is not Soho House, so the base case applies 12x, a discount to the Soho House comp, and reserves 14x for the upside once the model is proven and a second market is open. The bear case uses 10x. The recurring revenue base is what earns the premium over the resort comp set.

Across the bear / base / upside scenarios (each row pairs its own operating Y5 EBITDA, club + residence hospitality, with its own exit multiple), on a ~30% stake, pre-tax, 7-year hold:

Single round of $8M for ~30%, no follow-on. The 11x and 13x rows interpolate between the bear / base / upside scenario points; a pure multiple flex on the base EBITDA sits between them (e.g. 14x on the base ~$5.7M implies ~$79M EV).

Pre-tax. The base case is ~29% pre-tax. Tax treatment (11% VAT embedded at the operating level; a ~30% total leakage envelope on distributed cash, which is Indonesian CIT 22% plus the 10% treaty withholding to Singapore, not a separate stack; CIT / final tax on developer sales; and possible PPnBM luxury-goods tax on the larger residence units) reduces net IRR to roughly 25 to 26%, about 3 to 4 points below the pre-tax figure and comfortably clear of a 15% hurdle. Tax structure is pending counsel sign-off.

Unless otherwise stated, IRR figures in this document are quoted pre-tax.

The bear case still clears the 8% preferred return ahead of founder economics, and the club is comfortably above its ~295-member breakeven. The 8% cumulative preferred, paid ahead of founder economics through the waterfall, carries the investor priority in this scenario. The downside is a profitable members club, not a stranded asset: the standby facility is repaid from collections before any distribution, and capital is returned through the waterfall from staged residence collections.

Upside scenario: the club fills to ~1,140 members toward its 1,500-member cap, Y5 club EBITDA ~$5.8M; with the residence-hospitality layer (~$1.6M) operating EBITDA is ~$7.3M, and a 14x exit = ~$103M operating enterprise value. Investor IRR ~37% pre-tax, MOIC ~5.9x. Platform co-invest optionality (a second market) sits on top of those figures and is not counted in them.

This is a single round with no follow-on, so there is no dilution from later phases. The return is realized in three pieces: waterfall distributions (capital return plus the 8% preferred) funded by staged residence collections (from 2029), distributions from club operating EBITDA from Year 5, and the value of the retained ~30% club stake at a Year 7 liquidity event. Capital and the accrued preferred are returned in full by 2031; the retained stake is the main value.

The retained-stake value is shown net of capital already returned to avoid double-counting, on a minority basis.

The 40 are freehold target is a forward acquisition, not yet under LOI or contract. Land is the first deployment of the equity and the first gate. It clears only on clean title diligence, a confirmed HGB / PMA pathway, PKKPR zoning conformity, and a price at or below the underwritten target. No construction capital is committed until the parcel is controlled and entitled, so if land or entitlement fails diligence the capital is not yet at risk in the ground.

On tenure, the structure is standard foreign-friendly Bali: HGB (right-to-build, 30 + 20 + 30 years) acquired and held via PT PMA. This also makes the residence HGB titles deliverable. Counsel and notary are engaged.

Residual risks: acquisition / title / price risk on the target parcel, regulation change, entitlement delay. The gated sequencing is the mitigant.

• Fixed-price GMP contract with a named GC. Build-side risk contractually capped.
• 20% contingency on construction and soft costs (~$3.6M), an honest buffer for a first Bali ultra-luxury build where 25 to 40% overruns are common.
• Single architect across the club and residences; phased residence construction against confirmed sales.
• Independent quantity surveyor verification at each draw; a detailed monthly cash-flow model to confirm peak funding need before close.

Modeled in USD. Mitigants:

• Natural hedge from revenue. Member dues and residence sales are USD-denominated, so most revenue dollars come in unaffected by IDR moves.
• IDR-denominated operating costs. Payroll, local supplies, and utilities are IDR. IDR weakness lowers operating costs in USD terms; IDR strength raises them.
• Construction. IDR construction cost against USD pre-sale collection is a natural hedge.
• Land. Bought in IDR. USD pricing reflects recent IDR strength, consistent with the residence comps.

Net exposure is modest.

The club is largely decoupled from the Bali hotel cycle: membership dues are recurring, residency-driven revenue, not nightly-rate revenue. The cyclical exposure is residence absorption, where branded-residence demand has softened island-wide.

That exposure is gated, not bet: residences are built in tranches against confirmed pre-sales, so a soft market extends the timeline rather than stranding unsold inventory. There is no hotel in this deal to expose to the ADR cycle.

Partly mitigated by the platform. Investors hold HoldCo equity with co-invest priority on future markets; as subsequent clubs capitalize, the stake diversifies geographically. Each new market is its own ring-fenced raise, so one market's cash never funds another's build.

That said, until a second market opens, investors are economically exposed primarily to Bali. The mitigation is real but partial in the early years, and the platform is framed as optionality, not promised value.

Three pieces.

• Founders are co-invested ($0.35M already deployed + $0.40M pro-rata on the same terms, $0.75M total), aligning long-term incentives.
• Key person provisions in the shareholders' agreement: if a founder departs within the hold period, accelerated vesting and replacement protocols trigger.
• Operating team and brand are built; an execution partner reduces single-point dependence. Honest: the team has not yet exited a multi-property platform.

The membership pipeline build is the key operating risk; converting the qualified-prospect base into 300+ documented EOIs ahead of opening is the operating crux.

Force majeure insurance, business continuity plan, asset insurance covering volcanic and seismic events. Construction designed to local seismic code with margin. The Seseh-Munggu site sits outside the primary volcanic hazard zone for Mount Agung. Climate-related insurance reviewed annually.

Risk is non-zero and acknowledged. Multi-market platform diversification is the long-term mitigation.

Sequence of events: the club builds and opens, membership ramps only to the bear scenario (~550 by Y5), and residence absorption is slow so the phased build paces down and the early capital return is delayed.

Outcome: the investor holds ~30% of an operating business, unlevered at exit, earning ~$3.8M Y5 EBITDA (club ~$3.0M + residence hospitality ~$0.8M), worth ~$38M at a conservative 10x. Investor IRR approximately 18% pre-tax / low-teens net of tax, MOIC ~2.9x. The 8% preferred is still met ahead of founder economics. Capital preserved with a modest return.

The catastrophic scenario, total capital loss, requires asset condemnation or fraud, both insured / mitigated. The land gate also means equity is not committed to the ground until title and entitlement clear.

The Line self-operates. It is the operator of record: it owns its own P&L, leadership and member culture, rather than handing the asset to a branded third-party operator. This is a deliberate design choice, not a gap.

• By design, not by default. A members club of this scale sits below the size a branded hospitality operator takes on, and that is an advantage. Branded operators standardise; a members club lives or dies on a specific, owner-led culture that cannot be franchised in.
• How it is run. Operations are led directly by the founding team (capital-projects and hospitality-development background: CBRE, JLL, Halliburton), with a dedicated in-house members-club general manager and department heads owning the floor day to day.
• Where specialist depth is bought in. The highest-execution-risk function, food & beverage, is being structured as a dedicated specialist F&B partnership rather than carried by a generalist manager; hospitality and residence-operations execution support reduces single-point dependence. These are support roles under The Line, not an operator-of-record handover.

Members fund and join a club run by its owners, not a white-label venue. A licence to a branded operator (Marriott, Hyatt, Ennismore) is retained only as a long-term defensive option, not the operating model.

The analysis in question (PT Hotel Investment Advisory's DRAGI study, 2026) ranks Bali hotel markets by RevPAR growth per unit of downside volatility. Canggu and Seminyak, the nearest named locality, ranks sixth of seven on the 120-month window and second on the 60-month window, which the study reads as current-cycle strength not yet proven over a full cycle. The same house's August 2026 Risk & Absorption Monitor adds the current-cycle read: Canggu and Seminyak is classed as weakening, with occupied-room demand growing 3.2 points slower than supply over the twelve months to July 2026, RevPAR carried by rate rather than occupancy, roughly 558 rooms opening between September 2026 and January 2028, and FY2027 implied occupancy of 62.2% in the downside case (P15) to 70.6% at the median. Four points in response.

• It measures a business The Line is not running. DRAGI ranks hotel room-night economics. The club's revenue is ~53% recurring, price-locked membership dues from corridor residents and residence owners, with breakeven at ~295 of 1,500 members. The study's own premise, that nightly-repriced income with high operating leverage deserves a higher risk premium, is the argument for the membership model, not against it.
• The exposed slice is small and bear-cased. The only hotel-style income in the model is the residence-hospitality layer: base ~$1.2M of ~$5.7M Y5 operating EBITDA, bear-cased at ~$0.8M, with ADR and occupancy validation a named pre-close workstream. The pool's ~55% occupancy assumption sits below the Monitor's all-class downside case for the locality and above the 49.4% island luxury-class occupancy recorded in 2025.
• The corridor's premium reset is read precisely. Regent Bali Canggu's opening at a ~$760 ADR (December 2024) reset the corridor's premium ceiling to a level it had never previously supported, which is evidence of top-end pricing power; the Monitor's own read is that rate is currently carrying the corridor's result while physical absorption is soft. The Line's revenue depends on neither, and the corridor remains the validated northwest branded-residence cluster (~17% of island supply).
• Locality hotel rankings are not stable forecasts. Ubud, the DRAGI study's long-cycle leader, is classed as weak in the Monitor (demand contracting 8.1 points faster than supply, FY2027 median occupancy below current, a further ~361 high-end branded rooms opening by May 2027), while Canggu and Seminyak ranks fourth of seven on current absorption against sixth of seven on the long-cycle measure. That instability is exactly why the club underwrites recurring dues rather than room nights.

It is grounded in the club, not a sum-of-the-parts that leans on the residences or the platform. See Section C4 for the table. The logic:

• The club is the asset. At base, Y5 EBITDA ~$4.5M at a 12x exit implies a club enterprise value of ~$54M (bear ~$30M / upside ~$81M).
• Discount back to today. Pre-revenue, pre-entitlement, single-asset, 7-year hold, no put right. That discount, not a platform multiple, is what brings the figure down to a defensible ~$18.7M pre-money ($15 to 20M range).
• Residences are excluded from the pre-money. Their pre-sales recapitalize the build, not a windfall; their recurring managed-hospitality EBITDA is credited at exit, not loaded into the entry valuation.
• Platform is optionality, not value. Co-invest priority on future markets sits on top, credited at zero in the pre-money.

The ~$18.7M is grounded in the club and built to survive diligence, rather than inflated by a sum-of-the-parts.

Because today's club is pre-revenue and pre-entitlement. The ~$54M base club enterprise value is a Year-5 stabilized figure; the pre-money has to reflect everything between here and there:

• Illiquidity (7-year hold, no put right).
• Execution risk (the asset is not yet operating; the land is a forward acquisition).
• Single-asset, single-jurisdiction concentration until a second market opens.
• The membership ramp, the largest operating risk, is still to be built.

The result is a ~$18.7M pre-money, deliberately conservative and grounded in the operating asset.

It is credited at zero in the pre-money, by choice. The platform is real, a Singapore master HoldCo owning the brand, IP, technology, and the ~90%-margin Remote membership, with co-invest priority for this round on every subsequent market, but it is framed as optionality, not promised value. It becomes credible only once the unit economics are proven at site one.

That means the upside from a second market is genuinely additive to the returns in Section H, not already baked into the entry price.

The club. The residences fund the build and their recurring hospitality is credited at exit, not in the pre-money valuation line. If absorption is slow, the phased build (Gate 3) paces construction to sales, the capital-return timing extends, and the pre-money, which rests on the club, is unaffected. Even the bear club (~550 members, ~$3.0M EBITDA, 10x) supports a ~$30M enterprise value, well above the ~$18.7M pre-money.

A single, still-ramping Bali club is not Soho House. The base case applies a deliberate discount to the reference transaction:

12x is the base exit multiple, applied to Year-5 EBITDA, reflecting Bali execution risk and pre-platform scale. 14x is reserved for the upside once the model is proven and a second market is open; 10x is the bear. All three sit below Soho House's ~16x (Jan 2026) and the membership premium over the 8 to 12x resort range has to be earned with retention data.

Well below the 12x base. On the ~$4.5M Year-5 club EBITDA and an $8M entry, even the 10x bear case clears the cumulative 8% preferred return through staged residence collections and club cash (the preferred is a simple cumulative 8% on capital, met by the waterfall distributions through 2031; the bear case's ~17% IRR reflects the timing and size of the remaining value, not a missed pref). The preferred is structurally protected ahead of founder economics, so the question at the multiples in play is the size of the upside, not whether the pref is met.

Singapore HoldCo (territorial tax regime) over Indonesian PT PMA SPV. The tax drag has several layers:

• 11% VAT on applicable sales and services.
• Indonesian CIT / final tax on developer (residence) sales.
• Possible PPnBM luxury-goods tax on the larger residence units; unit contract values to be structured to manage the threshold, subject to counsel.
• A ~30% total leakage envelope on distributed operating cash: Indonesian CIT 22% plus the treaty-capped 10% dividend withholding to Singapore (vs. 20% statutory). The 30% is the whole stack, not an additional layer on top of CIT.

Together these reduce net IRR by roughly 3 to 4 points: base case ~29% pre-tax becomes ~25 to 26% net. Modeled at ~$3M of residence transaction tax / CIT in the capital stack. Tax structure is pending counsel sign-off.

Note The figures above are illustrative and not individualized tax projections. Investors should consult their own tax counsel for jurisdiction-specific advice.

The land is to be acquired and held HGB freehold (right-to-build, 30 + 20 + 30 years) via PT PMA. Because the land is held HGB freehold, the residence HGB titles (same 30 + 20 + 30 structure) are deliverable to members. This is the standard foreign-friendly Bali structure, counsel-vetted.

Note the land is a forward acquisition: the LOI is the first use of funds, gated on clean title diligence (see I1). Foreign investors do not hold land directly; they hold equity in the Singapore HoldCo, which holds PT PMA, which holds the HGB title.

Equity is illiquid for the 7-year hold. No put right on the HoldCo. Secondary transfer of shares is permitted but subject to right of first refusal (ROFR) by founders and other investors, and to KYC / AML on the transferee. There is no later equity round to create a secondary window, but capital is returned through waterfall distributions funded by staged residence collections and club cash (2029 to 2031), which shortens the effective duration of capital at risk.

The investment should be approached as a 7-year hold; it is not suited to capital that may be needed in the short term.

Two paths, in order of preference:

1. Negotiate a private secondary sale to another investor or the founders (subject to ROFR and KYC / AML on the transferee).
2. Apply for a partial waiver of lock-up from the board. Granted at board discretion in case of hardship; not a general right.

The capital return through the waterfall, funded by staged residence collections (from 2029), and ongoing distributions also relieve some pressure ahead of the Y7 liquidity event. There is no put right or guaranteed liquidity. Investors should size their commitment accordingly.

Founders and Partners

• Ian Chadsey, Founder of The Line. 20+ years institutional real estate (Managing Director at CBRE, Director at JLL) and a former Olympic-level athlete.
• David Myers (ADRIFT). Michelin-starred chef and founder of the ADRIFT restaurant portfolio, 21 restaurants across three continents. In discussions on the direction of F&B and hospitality across the club, and the prospective anchor for the optional future ADRIFT expansion; the brand agreement is in drafting.
• Danny Gonzales, Creative Director. Former Creative Director at Giorgio Armani and Cartier, shaping the full brand system, interiors, and cultural design.
• Sergio Perera, Performance Nutrition and Culinary Director. Spanish chef trained at ARZAK, Mugaritz, and elBulli, and founder of ORA Sydney.

Operating Leadership

• Justin Malcolm, Hotel Operator and General Manager. 30-year hospitality veteran and Managing Director of JPA Worldwide. Named best General Manager in HCMC by Travel + Leisure 2024. Led the rebrand of Sheraton Maldives through the GFC.
• Tsoler Jekalian, Members Club General Manager. Senior F&B operator with leadership roles across 1880, The Nanson Singapore, and other top-tier Singapore and Hong Kong venues.
• Inge de Bruijn, Athletic Programming Director. Four-time Olympic Gold Medalist and one of the most decorated swimmers in history.
• Justin Fallon, Head Coach. Seven-time Regional competitor in competition-grade functional fitness, leading Training Ground programming and athlete community.

Advisory Board

• Rainer Frey. Principal at Sapa Capital with 30+ years across investment, M&A, capital raising, and project structuring in Southeast Asia. Lead on the financial model and capital structure.
• Richard D'Silva. Led the development of The Ned London (GBP 288M), one of the most celebrated members club openings of the past decade.
• Chris Neff. International C-level executive and board advisor with 25+ years leading growth, market expansion, and strategic partnerships for global luxury brands. Advises on commercial strategy, international scaling, and value creation across Europe, Asia, and the Middle East, contributing a network spanning luxury, hospitality, wellness, technology, family offices, and private capital.

Founders co-invested. Key person provisions in the shareholders' agreement.

Pre-round: founders, with $0.35M of founder cash already deployed (due diligence, PT PMA, legal), are on the cap table.

Post-round close (2026): outside investors ~30%, founders the balance, with a further $0.40M founder pro-rata commitment alongside investors at the same terms ($0.75M total founder capital).

No third-party institutional investors on the cap table pre-round.

$1M+ in founding member EOIs already soft-circled prior to formal round launch. Names disclosed in the data room under NDA. These are member commitments, not equity commitments.

Equity soft commits are tracked separately and disclosed to prospective investors in the data room under NDA.

Individual deep track records across each domain required to build, fund, and run the club and residences.

• Real estate and capital markets. Ian Chadsey, 20+ years institutional: Managing Director at CBRE, Director at JLL.
• F&B and hospitality. David Myers, Michelin-starred chef and founder of the ADRIFT portfolio, 21 restaurants across three continents.
• Brand and creative. Danny Gonzales, former Creative Director at Giorgio Armani and Cartier.
• Performance nutrition. Sergio Perera, trained at ARZAK, Mugaritz, and elBulli; founder of ORA Sydney.
• Hotel operations. Justin Malcolm, 30-year hospitality veteran, Managing Director of JPA Worldwide, named best GM in HCMC by Travel + Leisure 2024, led rebrand of Sheraton Maldives through the GFC.
• Members club operations. Tsoler Jekalian, senior F&B operator with leadership roles across 1880, The Nanson Singapore, and other top-tier Singapore and Hong Kong venues.
• Athletic programming. Inge de Bruijn, four-time Olympic Gold Medalist. Justin Fallon, seven-time Regional competitor in competition-grade functional fitness.
• Members club development. Richard D'Silva, led The Ned London (GBP 288M), on the advisory board.
• Capital structure and project finance. Rainer Frey, Principal at Sapa Capital, 30+ years across investment, M&A, capital raising, and project structuring in Southeast Asia. Owns the financial model.
• Global luxury partnerships. Chris Neff, international C-level executive and board advisor, 25+ years leading growth, market expansion, and strategic partnerships for global luxury brands across Europe, Asia, and the Middle East.

This is a first-platform venture for the team. Bali asset one is the founding execution. The platform replicability thesis is unproven until property two closes.

Honest framing Platform replicability is unproven. The team has individual deep track records in their domains but has not built and exited a multi-property hospitality platform together before. Investors in this round are partly underwriting first-platform execution risk.

• Quarterly. Management accounts (P&L, cash position, member count by tier, residence pre-sale and collection progress). Distributed within 45 days of quarter end.
• Annually. Audited financials by Big 4 auditor for Singapore HoldCo. Annual investor letter.
• Semi-annually. Strategy update covering the platform pipeline (markets under evaluation), team additions, capital plan.
• Real-time. Investors at $1M+ tickets receive monthly KPI dashboard access.

The board is founder-led. Investors in this round hold board observer rights plus a defined consent list, rather than voting seats.

• Board observer. The investor group appoints an observer who attends all board meetings and receives all board materials.
• Where investor protection binds. The structural matters listed in M4 require investor consent regardless of board composition, and step-in rights activate on a material KPI miss.
• Why founder-led. A single round with no follow-on, an 8% cumulative preferred ahead of founder economics, and gated capital deployment align control with accountability.

Major decisions (the land and build gates, exit, key hires above certain thresholds, dividend policy changes, opening a second market) require board approval and, where they touch the M4 list, investor consent. Routine operating decisions remain at management discretion.

All accredited investors receive quarterly reports and the annual audit. Investors at $1M+ receive the monthly KPI dashboard. Investors at $5M+ may negotiate side letters for additional information rights or a dedicated observer seat alongside the round's collective observer.

Investors in this round collectively hold consent rights on:

• Material amendment to capital structure (new equity or debt above $1M).
• Sale, merger, or change of control.
• Material related-party transactions.
• Voluntary dissolution.

Operational decisions remain with management. Gate decisions (land acquisition, groundbreaking) and opening a second market require board approval; investors follow them through the board observer and the consent list above.

The round additionally carries tag-along rights, a drag-along exercisable from Year 6 (with a founder right of first offer), weighted-average anti-dilution, and step-in rights on a material KPI miss.

Four buyer pools modeled.

• Strategic operator. Marriott Bonvoy, Hyatt Unbound Collection, Ennismore (Accor), IHG (Six Senses parent). Brand acquisitions priced at strategic premium. Soho House sold to MCR/Apollo at $2.7B (Jan 2026) is the closest precedent.
• Lifestyle PE buyer. MCR + Apollo, Brookfield, KSL, Blackstone Hospitality. Member spine commands multiple expansion vs. hotel-only comps.
• Family office consortium. APAC multi-family offices, TREC-style hospitality value-add platforms targeting lifestyle yield plus appreciation.
• Refinance + hold. A modest senior facility against the unlevered club at stabilization, recap distributions to investors, retain the platform for a future roll-up exit.

Refinance and hold. Against a ~$54M base-case club enterprise value, a modest senior facility at stabilization can fund a recap distribution that returns investor capital, while equity remains in the business for continued ownership and platform scaling. Adding such a refinance is an open decision (it trades leverage for speed of capital return). Investor IRR drops versus a sale, but capital is returned.

The refinance path is the floor scenario, not the base case. An active marketed exit of the unlevered club is the base assumption, and the drag-along exercisable from Year 6 (with a founder right of first offer) ensures a marketed whole-company sale can actually be delivered to a buyer.

Lifestyle PE is the most likely natural buyer, anchored to the Soho House / MCR-Apollo precedent. Strategic operators tend to acquire whole portfolios, which is plausible once a second or third market opens. A family office consortium becomes more likely if Asia-Pacific family office capital continues to consolidate around lifestyle hospitality.

The exit process at Y7 is expected to test all paths; no single buyer profile needs to be committed to today.

No, and they are not presented that way. At defensible pricing the residences roughly cover their own land share, construction, and a modest margin; they are a de-risking and self-funding mechanism, not a source of multi-million-dollar pre-sale profit. Their ~$23M of pre-sales fund the build, collected in stages (25% at signing, 30% at structure, 30% at fit-out, 15% at handover); once built, all 18 run as a managed-residence hospitality business (~$1.2M Y5 EBITDA), leaving the investor owning a share of an operating campus that exits unlevered.

What the staged collections do provide is an early start to the capital return plus the 8% preferred, with waterfall distributions from 2029. The value at exit is the retained ~30% of the club, not a residence windfall.

The aspects most relevant to a family office:

• Yield. 8% cumulative preferred return ahead of founder economics. The capital return begins in 2029 through the waterfall, funded by staged residence collections, with distributions from club EBITDA from Year 5.
• Tangible asset backing. A 40 are HGB freehold site (forward acquisition, ~$3.3M all-in) plus a recurring-revenue club, unlevered at exit. Real-asset chassis with a software-grade revenue mix on top.
• Tax structure. Singapore HoldCo over Indonesian PT PMA; Indonesia-Singapore DTAA. Net IRR ~25 to 26% after tax. Refer to investor's counsel for jurisdiction-specific impact.
• Generational platform. Co-invest priority on a multi-market roadmap. Compounding allocation over 10 to 15 years if the family office wants to deepen.
• Inheritance. Singapore HoldCo equity is transferable subject to ROFR; structurally compatible with trust and dynasty vehicles.

This is a patient-capital, asset-backed return profile rather than a venture-style fast-exit play.

The aspects most relevant to a venture firm:

• Platform thesis. Bali is site one of a replicable, multi-market platform. A Singapore master HoldCo owns the brand, IP, technology, and the ~90%-margin Remote membership. Candidate markets (Chiang Mai, Hong Kong, Tokyo, Lisbon, Tulum and others) are optionality, not promised value.
• Replicability. The five-vertical club, the price-locked tiers, and the residences-fund-the-build mechanism are a template. Brand, IP, and operating SOPs replicate at near-zero marginal cost; each new market is its own ring-fenced raise.
• Category creation. No Soho House equivalent below the Aman price point in these markets. Each new market is a category-creation moment, not a price-taker entry.
• Network effects. Members in one city earn reciprocal access in all sister clubs. The member graph compounds with each market.
• Software-grade revenue mix. Dues are ~53% of revenue and the great majority of revenue recurs. SaaS-like cohort economics on a real-asset chassis.

Caveat: this is not a high-velocity software business. Each club carries 24 to 36 months of build-and-stabilize, and the platform is credible only after site one proves out. Velocity is the platform compounding rate, not the asset-level turnaround.

The aspects most relevant to an individual investor:

• Founder co-investment. $0.75M founder capital ($0.35M deployed + $0.40M pro-rata) alongside investors at the same terms. Skin in the game is real.
• $250K minimum. Accredited only, single round into the HoldCo. Smaller allocations are accommodated within the round at the discretion of the founders, on the same terms.
• Membership benefit. Investors at $250K+ receive a Founding membership with the joining fee waived; anchor participants at $1M+ receive a Founders Reserve membership on the same basis. Monthly dues apply per the published tiers. Asset access and personal use overlap.
• 7-year hold. Underwritten for the full duration, though capital and the accrued preferred are returned through waterfall distributions by 2031. Not suited to capital that may be needed in the short term.

Same terms for all Friends-and-family investors are held to the same standards as institutional investors: the same subscription documents, the same KYC, and the same lock-up. Verbal commitments are not binding; a commitment is recognized only once subscription documents are countersigned and the wire is confirmed.

The aspects most relevant to an institutional investor:

• Singapore HoldCo with Big 4 audited financials, English-language jurisdiction, institutional reporting standards.
• Board governance: 5-seat board, 2 investor reps, 1 independent. Material decisions require board majority.
• DD package available: legal opinion, title and entitlement diligence, AMDAL / environmental, the financial model with sensitivity analysis, comp set, and the detailed monthly cash-flow model (in progress).
• Side letter eligible for tickets at $5M+. Additional information rights, a dedicated observer seat, MFN clauses negotiable.
• Co-invest priority on every subsequent market at preferred terms.

The aspects most relevant to a real-estate-focused investor:

• Land at ~$3.0M for 40 are HGB freehold in the Seseh-Munggu corridor (tourism sub-zone W). Underwritten at ~IDR 1.3B per are; a forward acquisition gated on clean diligence (~$0.3M acquisition costs).
• Residences priced to real comps: ~$4,460/m² blended (~$23.2M gross across 18 units), a club-integration premium to local product (~$1,700 to 2,400/m²) and at or below branded beachfront/cliff comps. Pre-sales fund the build; once built they run as a managed-rental pool (~$1.2M Y5 EBITDA).
• Club exit at base 12x Y5 EBITDA (~$4.5M) = ~$54M enterprise value (bear ~$30M / upside ~$81M), a discount to Soho House (~16x, Jan 2026).
• Construction scarcity tailwind: the Sept 2025 hospitality moratorium across several Bali districts raises the value of a fully-entitled project, provided entitlement clears cleanly.

Several elements of the plan are targets or estimates rather than commitments:

• Exit timing. Year 7 (2033) is the target window, not a guarantee. Market conditions at the time will determine the actual exit.
• Exit multiple. 12x base case is the underwriting anchor (10x bear / 14x upside), a discount to Soho House's ~16x. The actual multiple depends on the buyer pool at the time.
• Buyer identity. The buyer pools are illustrative; no specific acquirer is committed.
• Personal returns. Model figures are quoted pre-tax (with the ~25 to 26% net flagged); individualized net IRR or MOIC depends on an investor's own tax position and counsel.
• Tax outcomes. Investors should consult their own tax counsel for jurisdiction-specific impact.
• Member identities. Founding member EOIs are disclosed under NDA only.
• Construction completion dates. The schedule is the plan; construction in Bali carries real timing variability, so target dates carry a +/- 3-month window.

Founders have $0.75M of personal capital committed alongside investors ($0.35M deployed + $0.40M pro-rata). Founders carry standard corporate liability limits for actions taken on behalf of the SPV or HoldCo, and do not personally guarantee investor returns or principal. The founder's personal capital is invested on the same terms as outside capital, so the incentive structure means the founders earn alongside investors, not at their expense.

The worst plausible scenario for the founder is the same as for investors: bear case execution where the club stabilizes at only ~550 members and residence absorption is slow. Founders take a smaller exit and bear the reputational cost of a single-asset outcome rather than a platform launch. The founder is not financially wiped out, but the platform thesis is delayed by 3 to 5 years.

The downside is real and acknowledged, not dismissed.

The view of adjacent Bali venues (Potato Head, COMO Uma, Six Senses Uluwatu, Capella Ubud, Bulgari Resort Bali) and global comps (Soho House cities, Aman, Six Senses portfolio) rests on public information only. The model does not rely on specific competitor financials, member churn, occupancy, or operating issues absent a verifiable source, and no future Bali entrant (a hypothetical Soho House Bali, a new operator) is treated as confirmed unless announced publicly.

In short, the model rests on its own assumptions and on public data. No non-public information has been received from any current or prospective Bali competitor; the thesis stands on its own.

Side letters are available at $5M+, subject to MFN protection of other investors in the round. There are no off-balance "favors" or undisclosed terms; every economic preference granted to one investor is disclosed to all investors via the MFN clause.

Personal relationships do not create exceptions. Terms that are not available to every investor in the round are not offered to any single investor. The pre-money is the negotiable, and it is the same for everyone.

The round is sized at $8M with no follow-on. A single investor cannot take the whole round (concentration is a governance risk for the project and for the investor). Maximum single-investor allocation is approximately $3M to $4M.

If an investor wants to deploy more capital, the conversation extends to: (1) a larger allocation within the round, up to the concentration cap, and (2) anchor allocation and co-invest priority in the next market post-Bali. There is no later phase of this raise to absorb additional capital.

• NDA required before sharing the full financial model, feasibility and market studies, member-by-member EOI list, or named operator letters.
• Pre-NDA: pitch deck, this Q&A, top-line round terms, and the public-facing investor brief.
• Post-NDA: the data room, including the financial model, scenario sheets, capital stack, comp set, legal opinion, and individual reference letters.
• Investor names, ticket sizes, and commitment status are confidential and are not disclosed without the explicit consent of the named investor.