SPEC — Blended-Capital Term Sheet Studio

One-liner: Capital-structure design as a fixed-price product, sold at two altitudes. Fund-side flagship: emerging GPs and foundations designing vehicles buy a Structure Sprint (from €5,000) — LPA economics memo, waterfall model, two sessions, one post-counsel revision. Founder-side tripwire: founders raising “weird money” buy a Deal Mechanics Memo (€500) — 5–7 pages that names the instrument, sketches the waterfall, flags the tripwires, and hands them the negotiating language. Not legal advice; the layer above the lawyer.

Judges score: 23/30 → council-revised 2026-07-15. Frontier idea ID: finance-1. Assignment target: first paid engagement of €5,000+ within 30 days. The Sprint is the only tier that can hit it; the plan below is built around closing one Sprint, with memos as pipeline and fallback.

1. Customer

Two adjacent buyers, one skill — but the primary revenue buyer is B:

A. Founders raising catalytic / blended capital (tripwire buyer, content audience). Impact-adjacent startups being offered (or seeking) instruments their lawyer has never papered: recoverable grants, first-loss tranches, revenue-based kickers with equity conversion, donation-as-investment (US 501(c)(3) PRI money or German gemeinnützig capital into a for-profit), demand dividends. Their alternative is €400–700/hr law-firm exploration or a generic accelerator template.

B. Emerging GPs / first-time fund managers / foundations designing vehicles (Sprint buyer, the €5k+ path). Designing funds or foundation vehicles with non-standard economics: impact-linked carry, carry-above-hurdle-to-foundation, evergreen or self-liquidating vehicles, catalytic LP tranches (DFI/foundation first-loss under commercial LPs), mission-investing sleeves. They are pre-fund-counsel or want to walk into fund counsel with a coherent term sheet instead of paying counsel €40k+ to brainstorm. A €5,000–7,500 fixed-scope Sprint is an easy yes against that anchor.

Where they live: Impact Europe, Top Tier Impact, NEXUS, EVPA-orbit networks, steward-ownership circles (Purpose), zebra/regenerative finance LinkedIn, DACH impact scene. Joshua already knows dozens of nodes in these graphs personally.

The pain in one sentence: “Everyone tells me blended finance exists, but nobody will tell me what my specific deal/vehicle should actually look like without a five-figure retainer.”

2. Offer

Structure Sprint (flagship — funds & foundations)

Fixed-scope, scoped on a 30-min call, from €5,000 (typical €5,000–7,500 depending on vehicle complexity): 1. LPA economics memo — instrument and vehicle naming, GP/LP economics, carry mechanics, catalytic-tranche design, in the language fund counsel and LPs recognize. 2. Full waterfall model — downside/base/upside scenarios, one spreadsheet + one table per scenario. 3. Two working sessions (60–90 min) — design session up front, walkthrough session on delivery. 4. One revision after counsel feedback — the memo gets updated once their lawyer has marked it up, so the deliverable survives contact with fund formation.

Deal Mechanics Memo (tripwire — one deal)

Fixed €500 (or €900 with session), delivered in 5 business days: 1. Instrument naming — what the structure actually is, so counsel starts drafting, not researching. 2. Waterfall sketch — worked numeric example, downside/base/upside. One page, one table. 3. Tripwire flags — 3–6 tax/regulatory issues for counsel in the relevant jurisdiction (DE: Gemeinnützigkeit endangerment, § 15a loss allocation in KG structures, regulatory registration triggers; US: PRI/ERI rules, UBIT, securities exemptions). Each flag ends with “ask your lawyer exactly this question.” 4. Negotiating language — 5–10 term-sheet clauses in plain drafting English. 5. What-I’d-push-back-on — one candid page.

Explicit non-scope (page 1 of every deliverable and on the site): not legal, tax, or investment advice; no document drafting; no regulatory filings; no fairness opinions. Deal-design strategy only. Disclaimer block ships in everything.

3. Price

Pricing logic: fund-level work priced like fund-level work — the Sprint anchors against €40k+ fund-counsel exploration and the $50k retainers of the few three-seat advisors. The memo is deliberately cheap: it is the public tripwire/lead magnet with margin, and every memo ends with the Sprint upsell paragraph.

Payment: Stripe payment links (memo tiers) paid up front before intake; Sprint invoiced 100% up front after the scoping call. All prices EUR, excl. VAT where applicable (→ Kleinunternehmer/UG VAT status check is a Morning Action; adjust the site note once confirmed). COGS ≈ €0 beyond the existing Claude subscription. No retainers, no hourly.

4. Delivery mechanics

1. Buy: Stripe link on the one-page site (Memo / Memo+Session). Sprint: mailto → 30-min scoping call → fixed quote → invoice.
2. Intake: 10-question intake form (built — see intake-form.md; stand up in Tally). No call needed for the €500 tier.
3. Draft: one evening/weekend block per memo (3–4 focused hours, Claude-assisted against Joshua’s frameworks). Sprint: 2–3 weekend blocks + 2 scheduled sessions.
4. Deliver: PDF by email within 5 business days (memo) / per scoped timeline (Sprint) + clause bank as editable text.
5. Follow-on: every memo ends with the Structure Sprint upsell paragraph.

Weekday-fund compatibility: async and calendar-light. Launch ceiling: 1 memo/week OR 1 active Sprint at a time; overflow queues (“2 memos/month” scarcity is honest AND marketing). A Sprint’s two sessions are the only synchronous obligations, schedulable evenings.

5. Why Joshua (personal track record only — no Masawa-branded positioning)

Safe-by-default claims (these are what the site ships with):

• Grant side: managed $190–200M of grant-side instruments at USAID — recoverable grants, pay-for-results, public catalytic money from the funder’s chair. [PUB]
• Advisory side: capital-structuring advisory for Sida (Swedish development cooperation). [PUB]
• GP side: co-founded a German impact fund and built the GmbH & Co. KG structure from zero — LPA economics, carry mechanics, German fund-tax reality, first-hand. [PUB]
• Instrument design: impact-linked carry, carry-above-hurdle to a foundation, donation-as-investment mechanics across US and German tax law — structures he designed, not case studies he read. [PUB — Tech.eu]
• Three seats: grant side, LP side, GP side. The few who’ve sat in all three charge $50k retainers.

Opt-in stronger claims (use only after Joshua confirms — see README Morning Action 1): “BaFin-registered” [JH, unconfirmed]; “US and German donations structured as investment capital — deals I papered” (rests on the self-reported two-entity endowment structure) [JH, unconfirmed].

6. Month-one plan to €5,000+ (one Sprint; memos as pipeline)

Week 1 — publish the proof + open the fund-side conversations. - Ship the landing page + sample memo + one-pager (all in this folder) on existing Cloudflare infra; Stripe links for the two memo tiers; Tally intake form. - Publish the LinkedIn anatomy post (rewritten draft in README — invented worked example, personal credential line), ending with both offers: memo €500 for founders, Sprint from €5,000 for GPs/foundations. Audience: 8.8k followers, heavily the right crowd. - Send the first 8 DMs from dm-roster.md — rows 1–10 (fund-side, Template A) go first. The explicit goal: 3 qualified emerging-GP/foundation conversations about a Sprint by end of week 2.

Week 2 — finish outbound, run scoping calls. - Send remaining DMs (founder-side Template B rows keep the memo pipeline warm). - Every fund-side bite → 30-min scoping call within 72h → fixed quote (€5,000–7,500) in writing same day. Founding-client offer: first Sprint at €5,000 flat in exchange for a quotable testimonial. - Memo sales that appear along the way are taken (they’re pipeline and proof), but calls are reserved for Sprint prospects.

Week 3 — close the Sprint; deliver any memos. - Target: 1 Sprint invoiced ≥€5,000 → assignment target hit. - Deliver memo #1 if sold; turn its anonymized skeleton into LinkedIn post #2. Every delivery is next week’s marketing.

Week 4 — deliver Sprint session 1 + decide. - Run the Sprint design session; read VALIDATION.md thresholds and decide: raise memo to €750, raise Sprint floor to €7,500, or kill. - Fallback math if no Sprint closed: 2 memos = €1,000 booked = YELLOW, not success. The stream only “works” per the assignment if a Sprint closes; treat memo-only traction as a signal to re-aim outbound, not to celebrate.

Budget: €0 beyond Stripe fees (~1.5–2.9% + €0.25) and existing domains/hosting. No new accounts beyond Stripe products and one free Tally form.

7. Risks & mitigations