Corporatization Roadmap
The roadmap converts working decisions into legal entities, signed documents and gated phases. Nothing moves to the next phase until its gate is passed.
1. Entity map
| Entity | Form | Role | Ownership / status |
|---|---|---|---|
| A Level Alliances LLC (ALA) | LLC (VMG) | IP, concept architecture, ecosystem umbrella; VMG's in-kind service partner | Existing working decision |
| ABC Ventures Corp. (Atelier by Creators Ventures Corp.) | Delaware C-corporation | Holding and investment vehicle for the U.S. food platform | At formation: MSY (via his Turkish company) 80% / ALA 20% in-kind; the 80% ties to the IRC §351 control threshold working decision |
| A Levantine LLC (Ā Levantine) | LLC (may convert) | Operating umbrella; first venture vehicle with Ohanyan's | Mirrors ABC Ventures 80/20; diluted pro rata if Ohanyan's family or a fund joins working decision |
| Ohanyan's Inc. | Existing company (Fresno, 1981) | First product brand; USDA-inspected meat license; distributor channels; lab kitchen | Target; form undecided (purchase vs. combination) working decision |
| 5th Table / Levantine Council | 501(c)(3) NGO (proposed) | Category definition and certification seal; founded by academics and industry experts | Not yet formed |
| Value Masters Venture – Food Venture Fund I (VMV) | 50/50 Delaware LLC with a country partner | Buys U.S. food assets, applies 5th Table identity, leases to Turkish operators | Model designed; partner not signed working decision |
| Wellness Kitchen OpCo (proposed) | Subsidiary of A Levantine (VMA proposal) | Runs the Phygital Wellness Kitchen and Mediterranean Chef formats | To be decided VMA assumption |
Point for counsel: a growth-equity investor such as Monogram will normally want a meaningful stake. The 80% MSY position is required only at ABC Ventures' formation; the dilution path from formation to a Tranche B round should be designed now (preferred stock at ABC Ventures Corp. and/or investment at A Levantine level), with U.S. and Turkish tax advice on the §351 and outbound-investment-incentive effects.
2. Phased roadmap
| Phase | Legal & corporate | Business & operations | Gate to next phase |
|---|---|---|---|
| 0 · Close the foundations Oct 2026 – Q1 2027 | 1. MSY signs the MOU and Operating Agreement (MOU · OA); form ABC Ventures Corp.; finalize the Operating Agreement (Ohanyan's case); NDA with investors; engage U.S. corporate counsel | Obtain Ohanyan's financials; H&G family meetings (Istanbul, Laguna Beach); 5-day California road show (see 2b); Azusa business plan, LOI and term sheet; USDA re-activation path | Financials received; Ohanyan's LOI signed; Azusa terms agreed |
| 1 · Anchor & beachhead Months 0–18 | Close Ohanyan's; form A Levantine LLC structure; trademark filings (Ā Levantine, 5th Table); Tranche A closing | Azusa central kitchen live under USDA; first SKUs on Ohanyan's label (seasoned meat mixes, meze, Akdeniz Burger/Köfte); one Meze Bar pilot region; 3 Wellness Kitchen pilot sites; DTC launch | Pilot sell-through, repeat rate and unit economics proven; platform revenue at or above Monogram's floor |
| 2 · Proof of channels Months 18–42 | Tranche B (Monogram lead candidate); board with investor seats; audited financials; form the 5th Table NGO | Meze Bars across a regional chain; first national retail listing (Costco, Target or Walmart test); bakery line; wellness kiosk roll-out in chosen verticals; FOODMatch decision | Repeatable door economics; second plant decision |
| 3 · Category ownership Months 42–72 | Tranche C or strategic partner; exit readiness (IPO or strategic sale) | National distribution; 5th Table seal licensed to third parties; fast-casual format; global licensing | — |
Phase timing follows the three-phase structure agreed in the initiative's working principles working decision; months count from the closing of Tranche A.
2b. California road show — 5 days (plan v5, 29 Sep 2026)
Purpose: find capacity to mass-produce Ohanyan's-labelled products across three lines — meat processing, dairy, and meze cook–chill–pack — plus the Fresno dried-fruit case. Planned for the last two weeks of October 2026, with the prospective Turkish partners. Source: Road Show 5-day plan v5.
| Day | Route (approx. driving) | Facilities and meetings | Overnight |
|---|---|---|---|
| 1 | LAX → Azusa (~1 h) → Bakersfield (~2 h) | Benchmark: Azusa plant (CBRE) — business plan and LOI. Optional: small LA USDA plant en route | Bakersfield |
| 2 | Bakersfield → Lemoore (~1.5 h) → Fresno (~45 min) | Dairy: Leprino Lemoore East. Main stop: Ohanyan's production review + dinner with the H&G family | Fresno |
| 3 | Fresno → Sanger (~20 min) → Mariposa (~1.5 h) | Case 1: raisin drying and packing company. Meze: Sanger hummus business | Mariposa |
| 4 | Mariposa → Yosemite → CA-120 → Fairfield (~3.5 h) → Santa Rosa (~1 h) | Yosemite Valley in the morning; optional dairy/beverage: former Budweiser plant, Fairfield | Santa Rosa |
| 5 | Santa Rosa → San Francisco (~1.5 h) → SFO | Meze: Amy's Kitchen, Santa Rosa. Meat + cooking: USDA Italian producer (broker meeting); ALA SF base legal meeting | — (return) |
| Facility | Line | Status / asking | Link |
|---|---|---|---|
| Azusa, 1120 W Foothill Blvd (~115,110 sq ft; ~19,820 sq ft freezer; RTE and raw rooms) | Meat + meze + plant-based (benchmark) | Sublease to Dec 2033; direct lease or purchase possible; price on request (CBRE) | CBRE brochure (in hand) |
| Los Angeles USDA plant (optional) | Meat (small) | For sale, $1.1M incl. real estate | BizQuest |
| Leprino Lemoore East | Dairy | Closed; off-market approach | Hanford Sentinel |
| Ohanyan's Inc., Fresno | Main stop | "Capacity-gap review"; OA draft basis | OA draft |
| Fresno County raisin company (Case 1) | Dried fruit and nuts | For sale, $7.9M; reported cash flow $1.2M (to verify) | BizQuest |
| Sanger fresh hummus business | Meze pilot | Asset sale, $625K (OBO) | BizQuest |
| Former Budweiser plant, Fairfield (optional) | Dairy / beverage | Closed Feb 2026; city seeking new use | CBS Sacramento |
| Amy's Kitchen, Santa Rosa | Meze / ready meals | Phased closure from end-2026; no sale announced | Food Dive |
| USDA Italian producer, San Francisco | Meat + cooking (mantı fit) | For sale, $4M incl. real estate | DealStream |
Before departure. NDAs for Azusa (CBRE), Case 1 (GBB Advisors) and the SF Italian producer (DealStream) must be signed 2–3 weeks ahead for in-plant visits, and the Azusa business plan and LOI must be ready. Other visits are presented to the H&G family as "platform expansion discovery" (OA §10.5). Asking prices come from listings and must be confirmed with brokers. Removed from earlier versions: Reno/Sparks, Utah, Riverside (asking ~$62.6M, equipment excluded), Los Banos and others.
3. Open decisions
- Ohanyan's: purchase vs. strategic combination; whether the H&G family takes an interest.
- Committed capital in the Operating Agreement (bracketed until financials).
- Azusa: lease vs. purchase; re-activation timeline; whether VMV holds the property and leases it to the operating company.
- Where the Wellness Kitchen and Mediterranean Chef formats sit (A Levantine subsidiary vs. separate OpCo).
- Dairy line (Mado USA idea) — currently on hold.
4. Signed-document checklist
| Document | Status |
|---|---|
| MOU (EN / TR / bilingual) — EN · TR · bilingual · PDF | Final draft; to MSY for signature — first item; rename to ABC Ventures Corp. |
| ABC Ventures Corp. certificate of incorporation, bylaws, stockholders' agreement | To draft (counsel) |
| Operating Agreement (Ohanyan's case) — bilingual EN/TR · PDF | First draft (EN / TR); to MSY with the MOU; committed capital bracketed; entity name to update |
| Ohanyan's LOI and definitive agreement | Pending financials |
| Azusa lease or purchase agreement | Pending terms |
| Investor NDA and data room | To prepare |