Investment Plan & Ask
The investment plan follows the method used in the Panayır precedent: no single large raise, but three tranches, each released only when the previous phase passes its gates. Values stay parametric until Ohanyan's financials and the Azusa terms are in hand.
The detailed start-up and funding budget, with an editable workbook, is in Section 10.
1. Three tranches
| Tranche | Timing | Use of funds | Likely sources |
|---|---|---|---|
| A · Formation & anchor | Phase 0–1 | Ohanyan's transaction [price TBD]; Azusa lease or purchase [TBD]; USDA re-activation; first SKUs; working capital; legal and formation costs | MSY via his Turkish company (seeking Turkish outbound-investment supports); VMV Food Venture Fund I for the property; a funding partner |
| B · Proof of channels | Phase 2 (after gates) | Meze Bar roll-out; Wellness Kitchen units; first national retail listing; DTC; bakery line | Monogram Capital Partners — lead candidate; co-investors |
| C · Scale | Phase 3 | Second plant; national distribution; seal licensing; fast-casual format | Monogram follow-on, strategic partner or pre-IPO round |
Valuation method for Ohanyan's working decision: price from inside the post-acquisition plan rather than from acquisition-time multiples, and share that plan with the family; planning documents use "financial value + at least 50% strategic premium" as a parametric frame VMA assumption.
2. Why Monogram, and when
| Monogram criterion verified source | How the platform fits |
|---|---|
| Consumer and retail brands; food & beverage and 4-wall/services in its sector list | CPG brand (Ā Levantine / Ohanyan's) plus physical formats (Meze Bar, Wellness Kitchen) |
| Companies from about $5M to $250M+ revenue | Tranche B timing: after the platform crosses the revenue floor with Ohanyan's plus first channels |
| Up to $50M+ equity per investment | Matches the scale of a Tranche B/C program |
| Help with brand building, supply chain, distribution, new points of sale | Exactly the gaps between pilot and national retail |
Monogram's listed portfolio includes healthy-eating and food brands such as Dig Inn, Tartine Bakery, Suja and Oatly (monogramcapital.com), which suggests familiarity with both fast-casual and CPG — the two halves of this platform.
3. Cap-table principles
- ABC Ventures Corp. at formation: MSY 80% / ALA 20% (in-kind services through IPO, exit or operations) working decision.
- A Levantine LLC mirrors 80/20; Ohanyan's family and/or a fund dilute existing holders pro rata working decision.
- Ohanyan Chapter terms for VMA working decision: (A) equity in ABC Ventures, (B) cash at closing, (C) no operating responsibility.
- Governance: MSY board majority at formation; a VMG deadlock right working decision; investor seats added at Tranche B.
4. What a growth investor will ask for (data room)
- Ohanyan's three-year financials, customer and distributor list, USDA establishment records.
- Azusa facility condition, certification history and re-activation budget.
- SKU-level cost sheets for the first launch range; pilot results (sell-through, repeat, waste).
- Management team: MSY's operating track record (MADO, Simit Sarayı and others); CEO/COO for the U.S.
- Legal: entity documents, trademark searches, halal and USDA compliance.
5. Next 90 days
- MSY — review and sign the MOU and the Operating Agreement (first item). MOU: EN · TR · bilingual · PDF. Operating Agreement (Ohanyan's case): bilingual EN/TR · PDF. Before signing, update the entity name: the drafts (21–25 Sep 2026) still read "ABC Ventures LLC"; the current decision is ABC Ventures Corp. (Delaware corporation).
- Road show (second item) — 5 days, California, planned for the last two weeks of October 2026 (plan v5; Section 02, 2b): sign the Azusa, Case 1 and SF Italian-producer NDAs; finish the Azusa business plan and LOI; confirm the H&G dinner in Fresno and the Leprino and Amy's approaches. Timing check: the plan asks for NDAs 2–3 weeks before departure and today is 17 October — confirm the dates or move the tour to November.
- Randall Cox: Ohanyan's financials and LOI; NDA with Monogram.
- Counsel: ABC Ventures Corp. formation and investor-ready share structure.
- Azusa: term sheet and USDA re-activation estimate after the road-show visit.
- VMA: data room; parametric model updated with real figures; Wellness Kitchen and Chef Meze Bar pilot designs.
- First meeting with Monogram: present this file and agree on the Tranche B entry criteria.