01
Executive summary
In the realistic case one 100,000 sq ft box reaches $20.0M of consolidated revenue and $9.9M of EBITDA in Year 5 (49%), with 19,505 Master members, payback in Y3 and a seven-year unlevered IRR of 61% without an exit.
The pessimistic case still fails for the reason Rev.04 named: a backup anchor with a lower trip count and no sponsor cash. In terminal language, a terminal without its daily shuttle does not fill. That is why the anchor LOI comes first in the 120-day calendar.
02
What changed — Rev.04 → Rev.05
Rev.04 was rebuilt on the twelve-item GTM correction instruction. Rev.05 keeps all twelve and changes one thing at the root: the instrument a brand holds. Everything that follows from it is rebuilt, not patched.
| Item | Rev.04 | Rev.05 |
|---|---|---|
| Brand instrument | 5-year credit-backed commitment | Position Right — renewable, transferable usage right in one of 1,001 positions; monthly usage fee, credit-tiered |
| Occupancy revenue lines | Market Hall tables · vitrines and stalls · Arcade · Stage slots (four lines, $8.4M realistic Y5) | Position Right usage fees (operator and investor holders) · placement pool management fee · retained/unsold Hotel Discipline placement · transfer fees |
| Investor track | — | Investor holders place positions in the pool: 70% of placement rent to the holder, 30% to OpCo. Income depends on placement and is never promised. |
| Two tills | — | Landing revenue (what brands and tenants pay to be at the gate) and Terminal revenue (what the traffic produces) reported side by side |
| Dog Land | — | Parking-field programme entered as orange placeholder lines with a switch: member add-on, day passes, partner café share, daycare/hotel tenant rent, capex and opex |
| Traffic engine | Members derived from traffic (Rev.04 instruction 1) | Rebuilt on Rev.04 Year-5 parameters; conversion calibrated so Year-5 members match Rev.04. Barter Hall return visits use the prior-year member base, so Year-5 weekly visitors sit slightly below Rev.04. |
| Operating costs | Margins published only | Itemised (staff, utilities, cost of services, marketing net of sponsor activation, member servicing, SBLC, property tax) and calibrated to Rev.04 company EBITDA |
Realistic case, Year 5 — Rev.04 versus Rev.05
| Measure | Rev.04 | Rev.05 |
|---|---|---|
| Weekly visitors | 29,876 | 27,811 |
| Master members | 19,500 | 19,505 |
| Consolidated revenue | $20.1M | $20.0M |
| Consolidated EBITDA | $9.1M (45%) | $9.9M (49%) |
| Total capex net of kit | $8.6M | $8.8M |
| IRR, 7 years, no exit | 52% | 61% |
| NPV @ 15%, no exit | $16.5M | $21.3M |
| Payback | Y3 | Y3 |
Rev.05 is designed to land on Rev.04's realistic revenue envelope so the change is the instrument, not the volume. EBITDA and IRR sit above Rev.04 because Dog Land adds a small placeholder line and because the itemised opex is calibrated at, not above, Rev.04 company EBITDA; both are levers in the Inputs sheet.
03
Position Right economics
A brand holds a usage right in one of 1,001 positions, priced with a monthly usage fee and held like a condominium unit — renewable, transferable, bought and sold. Council mix for the realistic case: 50% operator holders, 30% investor holders, 20% retained by Atmosphere. Investor and unsold positions are placed under Hotel Discipline at the placement rate (a premium to the usage fee); the investor holder keeps 70% of placement rent and pays the usage fee; OpCo keeps 30%.
| Year 5, single box | Pessimistic (backup anchor) | Realistic (Trader Joe's) | Optimistic |
|---|---|---|---|
| Positions held by operator holders | 213 | 469 | 543 |
| Positions held by investor holders (placement pool) | 71 | 281 | 345 |
| Retained and unsold positions (placed by OpCo) | 703 | 237 | 99 |
| Positions placed | 495 | 909 | 965 |
| Floor occupancy | 50% | 92% | 98% |
| Average usage fee ($/month) | $451 | $501 | $551 |
| Investor holder net income per position ($/year) | ($2,379) | $1,141 | $3,060 |
| Indicative resale value per Position Right | $0 | $9,512 | $30,595 |
The pessimistic case shows a negative holder spread and a zero resale value: at 35–50% occupancy the placement pool does not cover the usage fee. This is the honest reading of the investor track — its income is placement income, never a promised yield. Position class counts and base fees (sheet 'Positions') are placeholders pending Space & Capacity Model reconciliation and leasing comps; the founder's field reference for long-term RV parking in Orange County (about $1,200–1,800 a month) is recorded there as a reference to be sourced.
04
Traffic engine → members
Members are an output of traffic, not an assumption: anchor trips × capture + open-market pull + stage attendance + the Barter Hall return loop → weekly visitors → annual visits → registration → conversion → capped members. The loop — members generate visits, visits generate members — bends the realistic and optimistic curves upward after Year 2.
| Year 5, single box | Pessimistic (backup anchor) | Realistic (Trader Joe's) | Optimistic |
|---|---|---|---|
| Anchor trips per week | 1,038 | 4,038 | 6,346 |
| Open-market shoppers per week | 5,250 | 15,120 | 28,875 |
| Stage attendance per week | 180 | 500 | 1,050 |
| Barter Hall return visits per week | 347 | 8,153 | 37,623 |
| Total weekly visitors | 6,815 | 27,811 | 73,894 |
| Annual visits | 354,398 | 1,446,165 | 3,842,489 |
| New Master conversions (Year 5) | 620 | 5,502 | 10,144 |
| Master members (Year 5) | 2,511 | 19,505 | 38,988 |
| RevPAM — revenue per member | $2,485 | $1,024 | $1,008 |
| Weekly visitors, Year 1 | 2,997 | 11,877 | 26,215 |
| Master members, Year 1 (incl. presale) | 1,098 | 6,204 | 15,355 |
Weekly visitors by year
Master members by year
05
Year-5 revenue by company and line
OpCo-TRS — Landing till
| Year 5, single box | Pessimistic (backup anchor) | Realistic (Trader Joe's) | Optimistic |
|---|---|---|---|
| Position Right usage fees — operator holders | $1.2M | $2.8M | $3.6M |
| Position Right usage fees — investor holders | $384K | $1.7M | $2.3M |
| Placement pool management fee (30% of pool rent) | $92,211 | $862K | $1.4M |
| Retained and unsold positions — Hotel Discipline placement | $2.1M | $2.4M | $1.4M |
| Initiation fees (one-time, on new holders) | $0 | $0 | $0 |
| Transfer fees on resale | $0 | $28,539 | $136K |
| 09 Phygital Operations — brand service fees | $158K | $391K | $502K |
| 04 Fulfillment + lockers | $314K | $787K | $1.4M |
| 05 Back of House services | $299K | $591K | $890K |
| Category partnerships | $50,000 | $175K | $250K |
| OpCo Landing revenue | $4.6M | $9.8M | $11.9M |
OpCo-TRS — Terminal till
| Year 5, single box | Pessimistic (backup anchor) | Realistic (Trader Joe's) | Optimistic |
|---|---|---|---|
| 03 Stage — live GMV commission | $164K | $693K | $2.0M |
| 04 ReCommerce — floor commission | $432K | $1.5M | $3.3M |
| 04 Consignment margin (Barter Hall) | $7,001 | $312K | $2.3M |
| 04 Barter Points breakage | $2,691 | $156K | $1.2M |
| 04 Box-free return fees | $0 | $251K | $890K |
| 06 Media & DOOH — ad sales | $198K | $559K | $978K |
| Dog Land — café/bar partner revenue share (placeholder) | $20,000 | $60,000 | $100K |
| Dog Land — day passes (placeholder) | $17,720 | $145K | $576K |
| OpCo Terminal revenue | $841K | $3.7M | $11.3M |
| OpCo-TRS gross revenue | $5.4M | $13.4M | $23.1M |
MemberCo
| Year 5, single box | Pessimistic (backup anchor) | Realistic (Trader Joe's) | Optimistic |
|---|---|---|---|
| 07 Master membership | $452K | $4.7M | $11.7M |
| 07 Emeritus (50% of Master fee) | $4,972 | $70,510 | $234K |
| 07 Stage Access creators | $9,000 | $36,000 | $90,000 |
| 07 Corporate seats | $60,000 | $225K | $600K |
| 08 Digital Landlord — PaaS | $0 | $234K | $936K |
| Sponsor Rung 1 cash (conditional, from month 13) | $0 | $250K | $500K |
| Dog Land — member add-on (placeholder) | $30,136 | $468K | $1.4M |
| MemberCo gross revenue | $556K | $6.0M | $15.5M |
PropCo tenants
| Year 5, single box | Pessimistic (backup anchor) | Realistic (Trader Joe's) | Optimistic |
|---|---|---|---|
| Grocery anchor rent | $108K | $148K | $189K |
| Shop-in-shop corner rent | $80,000 | $224K | $288K |
| Street-food operator rent | $72,000 | $90,000 | $108K |
| Charging host share | $5,000 | $15,000 | $30,000 |
| Dog Land — daycare/hotel tenant rent (placeholder) | $0 | $90,000 | $120K |
| PropCo tenant revenue | $265K | $568K | $735K |
Orange rows are placeholders pending LOIs or Council resolutions. Layer numbers follow the Rev.04 revenue lines; the nine-layer table in the GTM file numbers the doors differently and the two are to be reconciled in the next revision.
06
Three companies, consolidated · two tills
PropCo holds the box at the write-off price and collects tenant rent plus a share of OpCo NOI with no floor. OpCo-TRS runs the nine layers under Hotel Discipline with no lease liability and no kitchen. MemberCo holds membership, Digital Landlord, Barter Points and the credit-backed pool, and carries the SBLC cost.
| Year 5, single box | Pessimistic (backup anchor) | Realistic (Trader Joe's) | Optimistic |
|---|---|---|---|
| Consolidated gross revenue | $6.2M | $20.0M | $39.3M |
| Landing till (OpCo landing + PropCo tenants) | $4.8M | $10.3M | $12.6M |
| Terminal till (OpCo terminal + MemberCo) | $1.4M | $9.7M | $26.7M |
| Terminal till share | 22% | 48% | 68% |
| OpCo NOI before PropCo share | $3,904 | $5.7M | $12.1M |
| PropCo share of OpCo NOI (no floor) | ($1,171) | ($1.4M) | ($2.4M) |
| OpCo-TRS EBITDA | $2,733 | $4.2M | $9.7M |
| MemberCo EBITDA (after SBLC) | ($98,432) | $3.9M | $11.8M |
| PropCo EBITDA | $50,221 | $1.8M | $3.0M |
| Consolidated EBITDA | ($45,478) | $9.9M | $24.4M |
| EBITDA margin | -0.7% | 49% | 62% |
| Barter Points liability, closing Year 5 | $2,153 | $125K | $933K |
Two tills — Year 5
Airports earn a large share of their money from the concourse, the parking field, advertising and the lounge rather than the planes: non-aeronautical revenue was 36.7% of global airport revenue in 2023 (ACI World). Atmosphere reports the same split. Landing revenue carries the base; Terminal revenue carries the margin and the upside.
07
CapEx, ROI, IRR, NPV
| Year 5, single box | Pessimistic (backup anchor) | Realistic (Trader Joe's) | Optimistic |
|---|---|---|---|
| OpCo capex gross | ($8.6M) | ($6.4M) | ($5.2M) |
| Sponsor Rung 0 kit (capex offset) | $138K | $838K | $1.0M |
| Dog Land capex (placeholder) | ($250K) | ($250K) | ($250K) |
| PropCo box purchase (write-off price) | ($4.0M) | ($3.0M) | ($2.0M) |
| Total capex (net of kit) | $12.7M | $8.8M | $6.5M |
| IRR — 7 years, no exit | n/a | 61% | 186% |
| IRR — with Year-7 operator exit (7× EBITDA) | n/a | 73% | 189% |
| NPV @ 15% — no exit | ($15.8M) | $21.3M | $67.7M |
| NPV @ 15% — with exit | ($15.3M) | $53.8M | $134.5M |
| ROI 7-year — no exit | -131% | 539% | 1994% |
| MOIC − 1 — with exit | -121% | 1520% | 4747% |
| Payback year | beyond Y7 | Y3 | Y1 |
Consolidated EBITDA by year
Cumulative cash, no exit
Sponsor economics follow the Pilot → Scale ladder: Rung 0 in-kind kit is a capex offset and the activation budget a contra-marketing item (neither is revenue); Rung 1 cash is conditional from month 13 and zero in the pessimistic case; Rung 2 is purchased participation per new site in the rollout.
08
Nationwide rollout
Cohort method: every box opened in a given year follows the single-box profile by age, so a Year-5 portfolio of 50 boxes contains one five-year-old box and 25 one-year-old boxes. Each new box is funded at its full net capex; Rung 2 sponsor participation offsets part of it. Peak equity need is therefore higher than Rev.04's figure, which netted only the sponsor cash.
| Portfolio | Pessimistic (1·1·3·5·10) | Realistic (1·2·7·15·25) | Optimistic (1·3·11·25·60) |
|---|---|---|---|
| Locations open, Year 5 | 20 | 50 | 100 |
| Year-5 portfolio gross revenue | $91.2M | $643.2M | $2.31B |
| Year-5 portfolio EBITDA | ($25.1M) | $234.1M | $1.24B |
| Year-5 EV (actual EBITDA × 7) | $0 | $1.64B | $8.69B |
| Year-5 EV (stabilised) | $0 | $3.46B | $17.11B |
| Sponsor Rung 2 cumulative (Y7, sites 2–N) | $0 | $24.8M | $109.5M |
| Peak equity funding need | $630.3M | $60.7M | $0 |
| Boxes for $1B EV (stabilised) | n/a | 15 | 6 |
| Boxes for $10B EV (stabilised) | n/a | 145 | 59 |
| $1B EV milestone (actual EBITDA) | not by Y7 | Y5 | Y3 |
| $10B EV milestone (actual EBITDA) | not by Y7 | not by Y7 | Y6 |
Realistic crosses $1B of enterprise value in Year 5 on actual EBITDA (Year 4 on stabilised EBITDA) at about 15 boxes; $10B needs roughly 145 boxes on realistic economics. Site selection follows the GTM Rev.05 site screen: a medium or small hub airport metro first, then a Class B/C box at the market's write-off price.
09
Placeholders — the LOI work plan
Every input carries a source cell. Orange inputs are placeholders with a named source class; they are replaced by LOI data on signature, and the list itself is the 120-day work plan.
| Input | Source class expected |
|---|---|
| Visitor registration rate | Assumption — calibrated with conversion so Y5 members match Rev.04 |
| Annual member churn | Assumption |
| Placement rate vs usage fee (Hotel Discipline, short-term) | Specialty-leasing premium over long-term dues — placeholder pending comps |
| Annual resale turnover of sold positions | Assumption — placeholder |
| Capitalisation rate for resale value of the holder spread | Assumption — placeholder |
| One-time initiation fee per Position Right | Council: monthly fee only (set >0 to model an entry fee) |
| Barter Points issued per member | Set so breakage matches Rev.04 Y5 ($3K / $150K / $1.1M); liability memo |
| Barter Points redeemed (share of opening + issued) | Assumption |
| Barter Points breakage (share of opening + issued) | Assumption — placeholder |
| Category partnerships (pouring rights, payments, telecom) | Rev.04 Financial Database (10 Sep 2026), financial-database.atmospheremarketplace.com — pouring rights offers pending |
| Sponsor Rung 1 cash fee (from month 13, gated) | Rev.04 Financial Database (10 Sep 2026), financial-database.atmospheremarketplace.com — Sponsor & Ally Option 4 ladder |
| Sponsor Rung 2 purchased participation per new site | Rev.04 Financial Database (10 Sep 2026), financial-database.atmospheremarketplace.com |
| Dog Land switch (1 = on) | Council resolution 14, GTM Rev.05 |
| Members taking the Dog Land add-on | Assumption; 53% of U.S. households own a dog (APPA 2026 Dog Report) |
| Dog Land add-on | Reference: MUTTS Canine Cantina $25/mo (El Paso Inc, 2024) |
| Day passes | Assumption; $10 day pass reference |
| Day pass price | MUTTS Canine Cantina reference |
| Dog café / bar partner revenue share to OpCo | Partner-operated (REEF wound) — placeholder |
| Dog daycare / hotel tenant rent to PropCo | Franchise tenant (Dogtopia-class AUV ≈ $928K FY2024) — placeholder |
| Dog Land capex (fence, turf, shade, water, wash) | Assumption — placeholder |
| Dog Land operating cost (attendant, upkeep) | Assumption — placeholder |
| Grocery anchor rent (NNN) | Rev.04 Financial Database (10 Sep 2026), financial-database.atmospheremarketplace.com — broker comps pending |
| Shop-in-shop corner rent (8 corners) | Rev.04 Financial Database (10 Sep 2026), financial-database.atmospheremarketplace.com — Best Buy model reference; fees pending |
| Charging host share | Rev.04 Financial Database (10 Sep 2026), financial-database.atmospheremarketplace.com — Supercharger for Business reference |
| OpCo floor staff and management (Hotel Discipline) | Assumption — placeholder; calibrated to Rev.04 company EBITDA |
| Utilities and CAM | Assumption — placeholder |
| OpCo insurance | Assumption |
| Technology platform (HuxNet, OffNdOn, PingPod, Fifth Signal ops) | Assumption |
| Repairs and maintenance | Assumption |
| OpCo G&A | Assumption |
| Cleaning and security | Assumption |
| Sponsor annual activation budget (contra-marketing) | Rev.04 Financial Database (10 Sep 2026), financial-database.atmospheremarketplace.com (Rung 0) |
| MemberCo member servicing | Assumption — placeholder |
| MemberCo fixed (Barter Hall desk, community programming) | Assumption — placeholder |
| Property tax on box | Assumption |
| PropCo insurance and reserve | Assumption |
| Sponsor Rung 0 in-kind kit (capex offset) | Rev.04 Financial Database (10 Sep 2026), financial-database.atmospheremarketplace.com — sponsor kit terms pending |
| PropCo box purchase at write-off price | Rev.04 Financial Database (10 Sep 2026), financial-database.atmospheremarketplace.com — box comps pending |
| Position class counts and base fees (sheet Positions) | Space & Capacity Model reconciliation; mall specialty-leasing and coworking comps |
| Sell-through and occupancy curves (sheet Curves) | Brand LOIs; placement pool pilot data |
10
Downloads, sources and links
Download the Rev.05 workbook (Excel, 3,050 formulas)
Sheets: Cover · Summary · Inputs (blue = change here) · Positions · Curves · Calc_P / Calc_R / Calc_O · Rollout · Placeholders.
- Go-To-Market Strategy Rev.05 (Terminal narrative, site screen, Position Right) · Sponsor Ally (Option 4 ladder) · Position 08 — Users, Visitors & Beyond · Landlord math · Anchor Allies · Pressure Test · Entrepreneur Allies · Legal Ally
- ACI World Insights — Maximizing Non-Aeronautical Revenues (36.7% non-aeronautical share, 2023)
- APPA — 2026 Dog Report release (71M dog-owning households, 53%); Industry Trends and Stats; El Paso Inc — MUTTS Canine Cantina pricing; Dogtopia FDD data
- SEC — Release 33-5347 (1973); Investor.gov — Regulation A bulletin; TTG — Heathrow slot pair, $75M (2016)
Rev.04 values quoted for comparison are from the Rev.04 Financial Database page (10 Sep 2026). The Rev.04 workbook itself was not available to this rebuild; Rev.05 was reconstructed from the published parameters and is a full rebuild, not a patch.