Meeting Title: Brainforge Finance C-Corp Meeting Date: 2025-11-20 Meeting participants: Megan’s Notetaker, Uttam Kumaran, megan, Rico Rejoso, Robin O’Donnell, TroyConstance
WEBVTT
1 00:00:24.320 ⇒ 00:00:25.350 Uttam Kumaran: Hi, Megan.
2 00:00:25.580 ⇒ 00:00:28.149 megan: Hey! Long time no talk.
3 00:00:28.150 ⇒ 00:00:29.760 Uttam Kumaran: Yes.
4 00:00:29.910 ⇒ 00:00:33.740 megan: You should have, gotten an invite to Fathom, so…
5 00:00:33.740 ⇒ 00:00:34.250 Uttam Kumaran: Straight.
6 00:00:34.250 ⇒ 00:00:35.230 megan: Around in there.
7 00:00:36.050 ⇒ 00:00:36.600 megan: Yeah.
8 00:00:36.600 ⇒ 00:00:38.789 Uttam Kumaran: Yeah, that’s… that’s gonna be my, like…
9 00:00:39.150 ⇒ 00:00:42.150 Uttam Kumaran: Holiday, just poking around while things.
10 00:00:42.150 ⇒ 00:00:58.629 megan: Yeah, it’s a work in progress, because obviously we’re missing a lot of assumptions, but we’ve got a good baseline, so that’s, but yeah, let me know if you have any questions. I’ve learned… you’ve also got access to all the reports and stuff, which we didn’t even really go through, but…
11 00:00:58.630 ⇒ 00:00:59.140 Uttam Kumaran: Okay.
12 00:00:59.140 ⇒ 00:01:00.429 megan: Yeah.
13 00:01:00.590 ⇒ 00:01:03.029 megan: Yeah, happy to use that going forward.
14 00:01:07.480 ⇒ 00:01:08.820 megan: Hey, Robin.
15 00:01:09.300 ⇒ 00:01:09.990 Uttam Kumaran: Hey, Robin.
16 00:01:11.360 ⇒ 00:01:12.380 Robin O’Donnell: How are you?
17 00:01:13.110 ⇒ 00:01:14.279 Uttam Kumaran: Hey, good, how are you?
18 00:01:14.280 ⇒ 00:01:15.030 Robin O’Donnell: Boom!
19 00:01:18.090 ⇒ 00:01:21.309 Robin O’Donnell: So, I think we’re waiting on…
20 00:01:21.790 ⇒ 00:01:22.490 Uttam Kumaran: Troy.
21 00:01:22.490 ⇒ 00:01:24.410 Robin O’Donnell: Yeah, one more person.
22 00:01:26.820 ⇒ 00:01:29.190 megan: Troy’s our tax guy.
23 00:01:29.360 ⇒ 00:01:30.160 Robin O’Donnell: Perfect.
24 00:01:34.890 ⇒ 00:01:39.759 Uttam Kumaran: And then we also, on our side, I know it’s sort of like, we just kind of have about a month
25 00:01:40.230 ⇒ 00:01:46.940 Uttam Kumaran: kind of change between, kind of, when we want to, like, execute conversions. So, on our side, we put together a little bit of a Gantt chart.
26 00:01:47.380 ⇒ 00:01:51.709 Uttam Kumaran: That way we have some, like, sort of project management on our side around it, but…
27 00:01:52.400 ⇒ 00:01:53.639 Uttam Kumaran: Hey, Troy.
28 00:01:53.990 ⇒ 00:01:55.600 TroyConstance: Hey, how’s it going?
29 00:01:55.790 ⇒ 00:01:56.920 Uttam Kumaran: Good, how are you?
30 00:01:56.920 ⇒ 00:01:58.589 TroyConstance: Good, good, nice to see you with them.
31 00:01:58.620 ⇒ 00:01:59.969 Uttam Kumaran: Hey, Megan. Nice to see you.
32 00:02:00.200 ⇒ 00:02:01.090 megan: Hey!
33 00:02:01.710 ⇒ 00:02:03.340 Uttam Kumaran: Hi, nice to meet you, Troy.
34 00:02:03.340 ⇒ 00:02:04.289 TroyConstance: Hey, Robin!
35 00:02:05.010 ⇒ 00:02:05.990 Robin O’Donnell: How are you?
36 00:02:05.990 ⇒ 00:02:06.960 TroyConstance: Oh, good.
37 00:02:07.320 ⇒ 00:02:07.800 Robin O’Donnell: Bye.
38 00:02:07.800 ⇒ 00:02:10.220 megan: Got so much brain power here!
39 00:02:11.230 ⇒ 00:02:14.830 megan: Scary.
40 00:02:15.810 ⇒ 00:02:19.820 Robin O’Donnell: Okay, so do you want to just jump right in? Please.
41 00:02:20.510 ⇒ 00:02:22.300 Robin O’Donnell: Give an overview of, of…
42 00:02:22.570 ⇒ 00:02:39.890 Robin O’Donnell: what the thoughts are, right? So I think right now, the understanding is that, you want to convert Brainforge LLC, right, to a Delaware corporation, and then dissolve the other LLC, correct? Correct. I’ve been decided. Okay. And then,
43 00:02:41.960 ⇒ 00:02:48.460 Robin O’Donnell: bring on another shareholder to Brainforge once it’s converted to a Delaware Corporation, correct?
44 00:02:48.620 ⇒ 00:02:49.370 Uttam Kumaran: Correct.
45 00:02:49.700 ⇒ 00:02:51.329 Robin O’Donnell: Okay.
46 00:02:51.330 ⇒ 00:02:58.080 TroyConstance: Can I clarify one thing there real quick, just before we go too fast? When you said, the intention was to…
47 00:02:58.420 ⇒ 00:03:05.470 TroyConstance: Dissolve the other LLC… are you talking about Brainforge, or is there, something…
48 00:03:05.710 ⇒ 00:03:07.729 TroyConstance: else in here. I remember there was a Pungo…
49 00:03:07.730 ⇒ 00:03:13.360 Robin O’Donnell: So BrainFridge LLC would be converted to a corporation, so it wouldn’t dissolve.
50 00:03:13.360 ⇒ 00:03:15.230 TroyConstance: And then Pungo would be dissolved.
51 00:03:15.230 ⇒ 00:03:16.990 Robin O’Donnell: Right, that’s what… I mean, we…
52 00:03:16.990 ⇒ 00:03:17.320 Uttam Kumaran: Yeah.
53 00:03:17.630 ⇒ 00:03:20.760 Robin O’Donnell: That’s a few different scenarios, but I believe that’s where we are right now.
54 00:03:20.900 ⇒ 00:03:24.489 TroyConstance: Okay, perfect. I just want to make sure we’re all on the same page.
55 00:03:24.490 ⇒ 00:03:33.720 Robin O’Donnell: Yeah, because we also talked about creating a separate corporation and dissolving both of them, but I believe that we landed on just converting Brainforge and dissolving Congo.
56 00:03:34.190 ⇒ 00:03:34.750 TroyConstance: Yep.
57 00:03:34.750 ⇒ 00:03:35.620 Robin O’Donnell: Yeah, okay.
58 00:03:36.140 ⇒ 00:03:49.570 megan: And Troy also brought up the timing, trying to do that on December… align that with December 31st, just because it makes things easier on the, on the tax transition.
59 00:03:51.630 ⇒ 00:03:53.870 TroyConstance: Selfishly, yes.
60 00:03:54.050 ⇒ 00:04:03.269 TroyConstance: But, yeah, it would be, it would prevent having to do, short period, tax returns. So if the transition occurred
61 00:04:04.490 ⇒ 00:04:05.370 Robin O’Donnell: 31st.
62 00:04:05.370 ⇒ 00:04:19.830 TroyConstance: Yeah, if a transition occurred, like, December 1st, for example, there would be a short period S-Corp, short period C-Corp for 2025, which is fine. I mean, we can totally do that. It’s just… if we have the discretion to choose, and there’s nothing else.
63 00:04:20.660 ⇒ 00:04:23.370 TroyConstance: causing it otherwise, I would selfishly pick the.
64 00:04:23.370 ⇒ 00:04:26.870 Robin O’Donnell: January 1st. Or, or the, or January 1st.
65 00:04:27.900 ⇒ 00:04:28.470 Robin O’Donnell: Sure.
66 00:04:28.990 ⇒ 00:04:29.540 TroyConstance: For what it’s.
67 00:04:29.540 ⇒ 00:04:31.710 Robin O’Donnell: Yeah, that’s certainly doable.
68 00:04:34.390 ⇒ 00:04:41.860 Robin O’Donnell: I think it’s pretty straightforward on my end, now that everyone’s decided how they want to proceed. Are there questions for me that…
69 00:04:42.360 ⇒ 00:04:43.720 Robin O’Donnell: are outstanding?
70 00:04:43.980 ⇒ 00:05:03.330 TroyConstance: I, I, I do. So, currently, Brainforge, if my understanding is correct, is a Texas LLC. Is the intention to do a statutory conversion? Correct. So, go Texas LLC, Texas C-Corp, then Texas C-Corp to Delaware C-Corp.
71 00:05:03.330 ⇒ 00:05:09.580 Robin O’Donnell: Oh, you… oh, we were… we only discussed doing the Texas LLC to a Delaware corporation.
72 00:05:10.670 ⇒ 00:05:21.179 TroyConstance: Oh, you can, you can just go direct. I guess, yeah, yeah, if it’s, if it’s… I think it’s called statutory conversion, as long as… as the entity doesn’t, like.
73 00:05:21.310 ⇒ 00:05:23.880 TroyConstance: dissolve or go away, it just morphs.
74 00:05:23.990 ⇒ 00:05:35.729 TroyConstance: Right. If I’m saying that right, probably not legal terms. But as long as the entity morphs, we’re able to keep the entity alive from the tax position, keep the same EIN.
75 00:05:35.850 ⇒ 00:05:39.150 TroyConstance: It’s… it’s a smooth transition.
76 00:05:39.150 ⇒ 00:05:49.030 Robin O’Donnell: I understand that’s already taxed as an S corporation, right? So, if it’s already taxed as a corporation, I should be able to keep the same EIN upon conversion.
77 00:05:49.280 ⇒ 00:06:05.140 TroyConstance: Yeah, yeah. Yeah, and, and with the… yeah, basically from the tax side, it would just be a matter of, revoking the, the S election. It automatically defaults to then a C-Corp, and then when we, we, we change the,
78 00:06:05.510 ⇒ 00:06:12.009 TroyConstance: entity type with the IRS, we just send in those, statutory conversion docs, and then… then they change it on the IRS side.
79 00:06:12.010 ⇒ 00:06:14.300 Robin O’Donnell: Okay, so this is actually very helpful for me to know. I actually didn’t.
80 00:06:14.300 ⇒ 00:06:14.770 TroyConstance: Okay.
81 00:06:14.770 ⇒ 00:06:16.500 Robin O’Donnell: meaning for this,
82 00:06:17.040 ⇒ 00:06:24.989 Robin O’Donnell: this portion, the S corporation part. So, for your purposes, does it need to be converted prior to their booking the S-Corporation status?
83 00:06:25.560 ⇒ 00:06:28.140 TroyConstance: Yeah, timing’s not as important.
84 00:06:28.140 ⇒ 00:06:28.909 Robin O’Donnell: Brooklyn, okay.
85 00:06:28.910 ⇒ 00:06:32.460 TroyConstance: Yeah, so, we…
86 00:06:32.690 ⇒ 00:06:41.239 TroyConstance: When we file with the IRS, we’ll tell it the dates that it was effective, and then they can backdate that as needed.
87 00:06:41.930 ⇒ 00:06:47.590 Robin O’Donnell: So we don’t need to wait for your green light to convert it in terms of the S corporation,
88 00:06:47.710 ⇒ 00:06:48.960 Robin O’Donnell: Rivent.
89 00:06:48.960 ⇒ 00:07:01.700 TroyConstance: Correct. Yeah, yeah. The way we’ve done this, successfully many times in the past is, the, the, all the legal documentation is, is handled first, and then we just, we just proceed forward.
90 00:07:02.600 ⇒ 00:07:07.710 TroyConstance: Yeah, and interesting enough, technically speaking,
91 00:07:08.070 ⇒ 00:07:13.610 TroyConstance: you know, from the IRS regulation side, the conversion itself
92 00:07:13.940 ⇒ 00:07:22.280 TroyConstance: from the S-Corp to the C-Corp actually terminates the election. We just have to get the paperwork caught up to get the IRS on the same page as that, so…
93 00:07:22.280 ⇒ 00:07:22.910 Robin O’Donnell: Got it,
94 00:07:23.460 ⇒ 00:07:27.549 TroyConstance: Yeah, yeah. It’s kind of fascinating, quite frankly, doing it from an export.
95 00:07:27.550 ⇒ 00:07:30.290 Robin O’Donnell: I did not know that part. That’s helpful for me to know.
96 00:07:30.290 ⇒ 00:07:45.420 TroyConstance: Yeah, yeah, it’s a simple process. I mean, it’s not simple, but it takes time, so it’s gonna take several weeks to get the IRS to get all caught up and get this processed, but it shouldn’t… from your point of view.
97 00:07:45.600 ⇒ 00:07:50.539 TroyConstance: no issues whatsoever. You just… you just roll through, get… get all the documentation in place.
98 00:07:50.880 ⇒ 00:07:51.890 TroyConstance: And,
99 00:07:52.000 ⇒ 00:07:57.150 TroyConstance: And, and then… and then pass over to me, when you’re done, and then… and then I take my part.
100 00:07:57.760 ⇒ 00:07:58.930 Robin O’Donnell: Okay, great.
101 00:07:59.230 ⇒ 00:07:59.770 TroyConstance: Yeah.
102 00:07:59.770 ⇒ 00:08:13.699 megan: And then the plan, too, is that we would, then starting January 1st, because we’re… we’re also at a point where it’s like, we need to set up a payroll system for UTAM, and then Robert, once the C Corp is finished.
103 00:08:13.700 ⇒ 00:08:14.410 TroyConstance: Hmm.
104 00:08:14.420 ⇒ 00:08:22.239 megan: And so, you know, kind of based on this plan, we’d be kicking that off January 1st, have the two of them on payroll.
105 00:08:22.240 ⇒ 00:08:36.979 megan: And we talked about doing it, sooner, just to, like, kind of close out any potential loose ends with, like, the current structure, S-Corp, owner draws, you know, net contributions for the year.
106 00:08:37.409 ⇒ 00:08:50.249 megan: any issue there on Utom’s part, just to make sure that he wasn’t running into a compliance issue for the S-Corp for 2025, but it seems like on, the payroll side, it’s…
107 00:08:50.249 ⇒ 00:09:04.469 megan: actually a little harder, like, there’s… there’s just more work involved to kind of switch that S-Corp to C-Corp, so they suggested just waiting until a C-Corp is complete, so that would put us at, like, starting a new payroll.
108 00:09:04.469 ⇒ 00:09:10.139 megan: You know, like, we’d be… we’re, planning to use JustWorks for that.
109 00:09:10.139 ⇒ 00:09:29.289 megan: So starting at January 1st, and then get on a regular cycle as the C corp, and just not even worry about it for the S-Corp, because it’s really just do… it’s really just do Tom, there’s no other FTEs, so that does make it more simple. But that’s kind of, like, our… our task to do alongside, like, all this other timing.
110 00:09:29.490 ⇒ 00:09:37.239 megan: Right, right. Yeah, I just wanted to mention that. I don’t think it means any, like, action items or changes any plans, but since we’re talking about it and having.
111 00:09:37.240 ⇒ 00:09:38.730 TroyConstance: Yeah. Game plan.
112 00:09:39.500 ⇒ 00:09:48.930 TroyConstance: It shouldn’t, I, I have seen, since you’re, you’re on, Gusto today, is it? And then you’re switching over to JustWorks?
113 00:09:48.930 ⇒ 00:09:52.560 megan: No, not on anything right now, so…
114 00:09:52.560 ⇒ 00:09:55.320 TroyConstance: Gotcha, gotcha.
115 00:09:55.320 ⇒ 00:09:55.950 megan: Gusto.
116 00:09:55.950 ⇒ 00:10:02.110 TroyConstance: I know to look at that before year-end here, so, but, but that said,
117 00:10:03.710 ⇒ 00:10:09.820 TroyConstance: Yeah, if you’re setting up the payroll brand new, I don’t think you’ll have any issues with that. I have seen where…
118 00:10:09.850 ⇒ 00:10:25.399 TroyConstance: where the change from, the change in entity type can kind of create some delays where you’re waiting for a letter from the IRS, or the payroll people don’t want to move forward until they get that letter from the IRS, so that could take a few weeks. But, you’re probably not going to have any issue
119 00:10:25.500 ⇒ 00:10:27.819 TroyConstance: Setting it up brand new, though.
120 00:10:27.820 ⇒ 00:10:28.440 megan: Yeah, the E.
121 00:10:28.440 ⇒ 00:10:28.909 TroyConstance: Wouldn’t they?
122 00:10:28.910 ⇒ 00:10:29.980 megan: name, so…
123 00:10:29.980 ⇒ 00:10:31.940 TroyConstance: Yeah, EIN will stay the same.
124 00:10:31.940 ⇒ 00:10:42.679 megan: Yeah, and then by then, we’ll have the formation paperwork complete, so I think we might be able to just give them enough paperwork to make it, you know, sufficient.
125 00:10:42.680 ⇒ 00:10:43.400 TroyConstance: So…
126 00:10:43.400 ⇒ 00:10:51.859 megan: So I do want to make sure that it’s, you know, the taxability is as a C-Corp, not an S-Corp. It’s just a huge difference, so…
127 00:10:51.860 ⇒ 00:10:52.190 TroyConstance: Yeah.
128 00:10:52.190 ⇒ 00:11:02.759 megan: For payroll taxes, at least. Yeah. For the company perspective. I don’t… I don’t think there’s as much impact to the… the people, but it’s just a big mess for the company otherwise, so…
129 00:11:03.690 ⇒ 00:11:17.139 megan: But yeah, so that is kind of like, it’s… it’s an effect of this plan, so yeah, we’ll just make sure that we’ve got a good… good game plan there, too.
130 00:11:17.660 ⇒ 00:11:25.260 TroyConstance: Yeah, yeah. And I, I, I, I, you brought up a great point with… with just Utam being on, on payroll today,
131 00:11:25.600 ⇒ 00:11:30.090 TroyConstance: There’s a lot of flexibility in that if needed, so, so that’s good.
132 00:11:30.290 ⇒ 00:11:37.190 megan: Yeah, well, it’s helpful to everybody else’s contractors, and the Pungo is kind of off to the side, like.
133 00:11:37.190 ⇒ 00:11:37.800 TroyConstance: Hell yeah.
134 00:11:37.800 ⇒ 00:11:38.160 megan: So…
135 00:11:38.160 ⇒ 00:11:38.720 TroyConstance: Yeah.
136 00:11:40.010 ⇒ 00:11:40.700 TroyConstance: Cool.
137 00:11:43.210 ⇒ 00:11:45.020 megan: So, and…
138 00:11:45.290 ⇒ 00:11:53.769 megan: Let’s see… Rico, you’d put together a project plan, were you wanting to go through that on this call?
139 00:11:54.700 ⇒ 00:12:03.979 Uttam Kumaran: Yeah, I guess, Robin, what’s the, like, best first step? And then we can go through that on this call, if that’s helpful to, sort of, as a guide for everybody, and, like, kind of, like, what do you think?
140 00:12:03.980 ⇒ 00:12:04.900 Robin O’Donnell: So, I…
141 00:12:05.490 ⇒ 00:12:19.930 Robin O’Donnell: I wasn’t actually sure if… I thought this call was partially about exact confirming, the high… the structure that you want to go with, but it sounds like that’s… that is already confirmed. I thought there were going to be some questions of the CPA
142 00:12:20.100 ⇒ 00:12:36.139 Robin O’Donnell: that Corey was going to, bring in that might change that. But if we’re certain that that’s the direction that we want to go in, the Delaware Corporation, then I’m… I can go ahead and send you an intake form with the information I’ll need. Okay.
143 00:12:36.320 ⇒ 00:12:42.300 Robin O’Donnell: And then… we can get started from there. I will also, of course, read the
144 00:12:42.300 ⇒ 00:13:00.310 Robin O’Donnell: for the dissolution part, I’ll need the Congo Insights LLC documentation, too. I mean, the type of information I’ll need for the corporation are such as the number of shares that you want to authorized for Delaware, and the percentage ownership that you ultimately want to have
145 00:13:00.350 ⇒ 00:13:15.409 Robin O’Donnell: post-conversion, once Rob comes, stuff like that. So I’ll go ahead and set everything up so that we can proceed, since you’ve confirmed the structure you want to go with, and go from there. It’s pretty straightforward now that you’ve decided.
146 00:13:15.610 ⇒ 00:13:16.950 Robin O’Donnell: on the structure.
147 00:13:17.870 ⇒ 00:13:30.989 Uttam Kumaran: Okay, perfect. And then, I think for the rest of comms, we can just do emails, and that’s perfectly fine. I guess, Troy, is there anything else, or Megan, is there anything else that we need to ask now? Otherwise, we’ll kind of just retain… I’ll kind of just make sure that
148 00:13:30.990 ⇒ 00:13:39.170 Uttam Kumaran: I’ll send over, on our side, just, like, we’re gonna keep track of, sort of, the project, but if there’s nothing else from y’all, then we can do that async as well.
149 00:13:40.540 ⇒ 00:13:45.249 megan: I guess, talking about the equity structure,
150 00:13:45.430 ⇒ 00:13:57.239 megan: So there’d be the… you and Robert as the founders, basically, or co-founders, and then, are you wanting to do the ESOP, the employee stock option pool, too?
151 00:13:57.760 ⇒ 00:13:58.819 Uttam Kumaran: Yeah, so.
152 00:13:58.820 ⇒ 00:14:00.300 megan: or 10%.
153 00:14:00.890 ⇒ 00:14:14.090 Uttam Kumaran: Exactly, yeah, so there’s… there will be, both we’re gonna do a carve-out for that, and then there is an existing obligation we have to VIXL. So I’ll also send you those materials, Robin. We’re part of an accelerator
154 00:14:14.090 ⇒ 00:14:21.300 Uttam Kumaran: we owe them shares in the new entity, so I will kind of send those materials, over as well. Yeah.
155 00:14:21.510 ⇒ 00:14:38.010 Robin O’Donnell: Just so you’re aware, so when you do statutory conversion, the owner has to be the same as before and after conversion, so you would be the only owner immediately following the conversion, and then we would add Robert, and then we could add those investors after the conversion is completed.
156 00:14:38.620 ⇒ 00:14:47.960 Uttam Kumaran: Okay, that’s fine. Yeah, as long as, again, like, we… for my side, I’m following your lead, so as long as we… I can clearly outline that to all the parties, I don’t think there’s gonna be a problem, yeah.
157 00:14:47.960 ⇒ 00:14:49.010 Robin O’Donnell: Pardon?
158 00:14:49.650 ⇒ 00:14:54.619 megan: Yeah, I agree. And then, I’ll have to look, too, at,
159 00:14:55.020 ⇒ 00:15:04.840 megan: Does issuing those new shares to VIXL, does that start to trigger a, you know, safe harbor and require us to do a 409A valuation?
160 00:15:04.970 ⇒ 00:15:06.020 megan: Then…
161 00:15:06.660 ⇒ 00:15:13.659 Robin O’Donnell: Are you… is… Yeah, what form are you… you’re issuing preferred chairs, or what’s the intention?
162 00:15:13.660 ⇒ 00:15:15.110 megan: I don’t know.
163 00:15:15.110 ⇒ 00:15:19.060 Uttam Kumaran: Yeah, I’ll have to send you the… the documents…
164 00:15:20.440 ⇒ 00:15:38.340 Uttam Kumaran: Basically, while I pull that up, basically, we went through an accelerator, because we’re… we were only, we’re only an export, and we’re going through this conversion, we have an LOI or some agreement with them on that, upon conversion, we can issue them
165 00:15:38.480 ⇒ 00:15:40.819 Uttam Kumaran: some percentage.
166 00:15:40.990 ⇒ 00:15:44.079 Uttam Kumaran: I don’t… I don’t know, I don’t have the exact details in front of me, but I.
167 00:15:44.080 ⇒ 00:15:45.740 megan: I’m trying to find it.
168 00:15:45.740 ⇒ 00:15:47.970 Uttam Kumaran: I’ll share that all over, yeah.
169 00:15:48.140 ⇒ 00:16:00.980 megan: referred versus common, but that is something else that we’d need to review. If it does start to trigger, then we’d need to get a 409A evaluation done, and, you know, make sure we’ve got CARTA up and…
170 00:16:01.290 ⇒ 00:16:12.080 megan: the cap table kind of managed through there, so yeah, just… these are all kind of things that happen, like, just with normal C-Corp. It’s just a matter of, like, well, what triggers that?
171 00:16:13.190 ⇒ 00:16:13.940 Robin O’Donnell: So…
172 00:16:14.070 ⇒ 00:16:28.960 Robin O’Donnell: Founder shares don’t trigger a evaluation. Right. So it depends on… and sometimes accelerators will invest via SAFE, or convertible note, or something along those lines. It all depends on how they’re investing.
173 00:16:29.310 ⇒ 00:16:42.599 megan: I think the Vixel one might, because, yeah, yeah, and I agree with you, and I know that too, the founders share, if it’s just the founders, but it’s once we start adding in other parties, and I…
174 00:16:42.710 ⇒ 00:17:01.740 megan: Yeah, that’s… that’s kind of where, we’ll just need some input on what that means for Vixel, not necessarily for Tom and Robert. But then, if we were also to then start issuing, you know, out of the stock options pool, or even advisory shares, things like that, like, then.
175 00:17:01.740 ⇒ 00:17:08.320 Robin O’Donnell: If you don’t… those… you don’t need, you don’t need a 409A evaluation for the.
176 00:17:08.319 ⇒ 00:17:09.569 Uttam Kumaran: Employee stock.
177 00:17:09.680 ⇒ 00:17:10.770 Robin O’Donnell: Option column.
178 00:17:11.130 ⇒ 00:17:16.569 megan: Yeah, okay, okay. I guess it’s really… it’s the Vixel one is that I’m… Unsure.
179 00:17:16.790 ⇒ 00:17:18.830 Robin O’Donnell: Yeah, it depends on the form that they’re investing.
180 00:17:18.839 ⇒ 00:17:20.189 megan: Yeah, yep.
181 00:17:20.190 ⇒ 00:17:23.910 Uttam Kumaran: So I’ll send you… I’ll send you the phantom Equity Agreement we have with them.
182 00:17:23.910 ⇒ 00:17:25.889 Robin O’Donnell: And it has all the details in it.
183 00:17:27.560 ⇒ 00:17:29.959 Uttam Kumaran: Otherwise, yeah, that’s… I think that’s the only…
184 00:17:30.210 ⇒ 00:17:34.429 Uttam Kumaran: For outstanding thing. And then, yeah, as part of the intake form, I can get you all those details.
185 00:17:34.660 ⇒ 00:17:38.479 Uttam Kumaran: And, yeah, I feel okay about that.
186 00:17:39.660 ⇒ 00:17:40.350 Robin O’Donnell: Okay.
187 00:17:42.870 ⇒ 00:17:43.550 TroyConstance: Nice.
188 00:17:45.160 ⇒ 00:17:46.190 Uttam Kumaran: Anything else?
189 00:17:47.820 ⇒ 00:17:49.750 Robin O’Donnell: Not from my end.
190 00:17:50.650 ⇒ 00:17:55.700 TroyConstance: Well, congratulations, Utom. This is… this is… this is exciting. It’s awesome to see you going forward like that.
191 00:17:55.700 ⇒ 00:17:58.889 Uttam Kumaran: It’s a long… it’s a long time coming,
192 00:17:59.030 ⇒ 00:18:07.369 Uttam Kumaran: And, you know, it’s sort of funny, because we did a lot of… even, like, working with Ben and working with y’all is just a lot of advanced planning for, like, growing with our company, but…
193 00:18:07.450 ⇒ 00:18:21.319 Uttam Kumaran: You sort of don’t have a company until you get money and you get clients and everything, so it didn’t really matter until now it’s starting to matter. But we’re definitely interested in formalizing, and we’re, like, you know, we’re considering maybe taking an outside equity and just, like, becoming a…
194 00:18:21.620 ⇒ 00:18:23.590 Uttam Kumaran: A real business, you know, so…
195 00:18:23.710 ⇒ 00:18:26.169 Uttam Kumaran: Yeah, it’s great. I appreciate it. Thanks, friend.
196 00:18:26.170 ⇒ 00:18:29.810 TroyConstance: I’ll watch for you on Shark Tank.
197 00:18:29.990 ⇒ 00:18:36.440 Uttam Kumaran: I don’t want to be on TV, I don’t need that. We just need… I just need clients and employees to be happy, that’s it. I hear ya.
198 00:18:38.000 ⇒ 00:18:44.640 megan: Yeah, lots of growth, lots of, yeah, the next couple months are gonna be pretty… pretty cool, too, so…
199 00:18:45.880 ⇒ 00:18:51.889 megan: We’ll get this… get this done, and I think we’ll be in a really good shape for 2026.
200 00:18:55.250 ⇒ 00:18:56.550 Uttam Kumaran: Awesome. Well, thanks, everyone.
201 00:18:56.550 ⇒ 00:18:57.360 Robin O’Donnell: Thanks.
202 00:18:57.360 ⇒ 00:18:58.279 TroyConstance: Alright, take care.
203 00:18:58.280 ⇒ 00:18:59.299 Uttam Kumaran: Talk soon. Bye.