Northern Standard Corporate Context

Evidence cutoff: 2026-08-25, America/New_York

Classification: Private — corporate, investor, financing, lease & negotiation material

Audience: Internal Northern Standard corporate-structuring workstream

Status: Current-state evidence reconstruction; not an approved transaction structure or legal, tax, accounting, or valuation advice

Executive Summary

Northern Standard is a portfolio working name for a developing restaurant group. No inspected source establishes Northern Standard as an incorporated parent entity.

The current evidence establishes two restaurant concepts at different documentary stages:

• Beach Club is a brand/fictitious name used for the existing restaurant at 307 East Atlantic Avenue. The supplied corporate records show a two-tier ownership structure involving Beach Club Pizza LLC and BCP Delray Beach LLC, but the records contain material conflicts over entity jurisdiction, ownership percentage versus units, investor rights, and financing-related equity.
• Pell Street is a proposed Chinese/Asian restaurant concept. The repository contains an unexecuted landlord lease draft and four tenant-side negotiation work products. It contains no executed Pell Street lease, tenant formation record, operating agreement, or definitive ownership agreement.

The principal facts that must be verified before a later structuring analysis can treat the legal state as settled are: the effective and executed governing instrument for BCP Delray Beach LLC; the definitive BCP Delray capitalization ledger; reconciliation of investor-specific agreements and the Krauss financing instrument; the status of the Beach Club lease assignment and guaranty; the intended and formed Pell Street tenant; and any current debt balance or lien record.

Evidence Methodology

This reconstruction uses the repository source set listed in docs/source-ingestion/corporate-source-manifest-2026-08-25.md and the underlying documents at the repository-relative paths cited below. The manifest supplies provenance, file-integrity, and ingestion-status evidence; it does not replace the underlying instrument.

Evidence is treated as follows:

• Executed / signed: signatures, DocuSign evidence, or another execution marker appear in the source.
• Governing: an executed agreement that states operative governance terms. An unsigned governing form is described as a proposed or unverified governing instrument.
• Filed / government record: a filing, certified copy, certificate, or registration issued by a government office.
• Proposed / draft: an unsigned instrument or document with open placeholders.
• Tenant negotiation position: internal tenant-side counterterms, risk review, or drafting instructions; not an agreed lease term.
• Historical: retained for provenance but not treated as current authority.
• Analytical work product: interpretation or scenario analysis, not transaction evidence.
• Execution uncertain: the supplied copy does not establish execution.
• Inference: a conclusion drawn from two or more sources and identified as such.

Filenames and modification dates are not treated as proof of execution, legal effect, or present status. Unknown facts remain unknown. Conflicting instruments are preserved unless stronger evidence resolves the conflict. Personal addresses, tax identifiers, access details, and other unnecessary private data are omitted.

Entity Map

Legal entities, brands & proposed entities

Landlords, creditors & additional entities

Inclusion identifies transaction relevance, not Northern Standard ownership.

The Beach Club Pizza agreement states intended partnership tax treatment and identifies Robert Krauss as Florida registered agent. The historical Delaware Beach Club Pizza packet and the BCP Delray formation record identify Harvard Business Services, Inc. as Delaware registered agent; the BCP Delray form recites DIGISIST LLC as Florida registered agent and intended partnership tax treatment. These are dated documentary statements, not fresh registry or tax-filing verification. Sources: the two operating agreements, Beach Club Pizza Florida articles, and Delaware formation packets cited above.

Beach Club Ownership & Capitalization

Beach Club Pizza LLC

Best-supported capitalization. The executed operating agreement has one class and four equal members:

Source: projects/beach-club/sources/private/corporate/entity-records/beach-club-pizza-llc/OperatingAgreement(BeachClubPizzaLLC).pdf, §§2.1–2.4, 4.1–4.6, 5.1–5.6, 6.1, 7.1 & Exhibit A, pp. 5–10, 22. The agreement is effective and signed January 5, 2026 (pp. 1, 21). Initial contributions are referenced but Exhibit A states no dollar values.

Governance. The company is manager-managed. Ordinary decisions may be made within a manager's assigned area or by managers representing a majority of interests; the CEO may break ordinary-business ties. Major decisions require 80% of interests, including governing-document amendments, new members or interests, substantially all asset dispositions, debt or off-budget expenditure thresholds, mergers/reorganizations, dissolution, tax elections, budgets, capital calls, governance changes, and related-party transactions. Because each member has 25%, an 80% threshold requires all four members. Manager removal also requires 80%. Source: same agreement, §§3.2, 4.1–4.6 & 5.1–5.6, pp. 6–10.

Transfers and exit-relevant mechanics. A proposed non-permitted transfer triggers a 30-day company ROFR and, if declined, an additional 30-day pro rata member option. Any non-member transferee requires 80% approval excluding the transferred interest; an economic transferee is not a member unless admitted by unanimous consent of the non-transferring members. Voluntary withdrawal requires 180 days' notice. Withdrawal or dissociation triggers a company purchase at appraised fair market value, paid quarterly over three years at Prime plus 2%; wrongful dissociation reduces price 20%. The agreement also contains post-departure non-compete/non-solicitation terms and capital-call default consequences. Source: same agreement, §§8.1–8.6, 9.1–9.4 & 15.1–15.5, pp. 11–14, 18–19.

BCP Delray Beach LLC

Execution caveat. The supplied BCP Delray operating agreement has blank effective-date and signature fields. It is the most complete supplied capitalization schedule, but it is not proven executed or governing. Source: projects/beach-club/sources/private/corporate/entity-records/bcp-delray-beach-llc/OperatingAgreement(BCPDelrayBeach).pdf, pp. 1, 16–17.

Best-supported schedule in that form. It states 1,000 authorized and issued units: 355 non-voting Class A units and 645 voting Class B units. The schedule totals 1,000; no separate unit ledger proves present outstanding units.

Source: same agreement, §§1.9, 1.14, Article IV & Schedule A, pp. 2, 4, 17. Pre-payback shares total 99.98% because of stated rounding; they are not ownership percentages. The signature page also varies two names (“Vanderweil”/“Vanderwiel” and “Lauria”/“Laurie”), which requires company-record verification.

Economics. Until the initial Class A holders receive distributions equal to their initial contributions, distributable cash goes only to Class A according to the pre-payback shares. After payback, distributions follow units regardless of class. Managers retain at least 2% as reserves. Class B is also allocated a cumulative management fee equal to 6% of monthly net revenue. Additional capital contributions normally adjust capital accounts without new units; a specified Class A funding-shortfall provision can attach a 110% distribution reference. Source: same agreement, Article V & §§6.1–6.7, pp. 5–6.

Governance and transfer provisions. Robert Krauss is initial manager. Holders of at least 75% of Class B appoint/remove managers; managers run the business. Class A is generally non-voting, but unanimous Class A consent is required to increase authorized units. Dissolution requires at least 75% of Class B. Section 13.1 requires a “supermajority” to amend without defining that percentage. Class A transfer provisions include a company purchase option after certain ownership changes, appraisal-based pricing, 20% down and up to 60 monthly payments; Class B can invoke drag rights, Class A has tag rights if more than 50% of Class B is transferred, and Class B can consolidate the company into a manager-controlled holding company on equal valuation terms. Source: same agreement, §§1.14, 8.1–8.8, 9.5, 10.1–10.4, 12.1–12.3 & 13.1, pp. 2, 8–14.

Conflicting alternatives. The executed Beach Club Pizza agreement states Beach Club Pizza owns 60% of BCP Delray, while the BCP Delray form assigns it 645/1,000 units (64.5%). The eleven investor agreements state 21.5% in aggregate (20.25% excluding unsigned Watson), but no agreement states units and the BCP Delray schedule cannot be reduced to a like-for-like cohort: it includes unmatched holders, party-name differences, and different percentages/capital amounts for certain matched holders. The Krauss note separately grants 2% not shown in the schedule. No definitive cap table can be produced without an executed governing instrument, unit ledger, funding records, and reconciled amendments.

Investor Rights Matrix

Instrument-level terms

No investor agreement states units. Except for Greg Bond's expressly stated valuation, $4 million figures below are arithmetic implications only, not contractual valuation terms. Payment instructions do not prove funding.

On their faces, all eleven agreements total $840,000 and 21.5%; the ten classified executed total $790,000 and 20.25%. These are contract-stated aggregates, not proof of funding or current ownership.

Rights profiles

Sources: each cited agreement, principally §§2–9 and execution page. Greg's anti-dilution cross-reference appears internally incorrect and is preserved as a likely drafting inconsistency. Several instruments use an undefined “primary shareholder/member,” so the approval holder cannot be established from these agreements alone.

Restructuring significance

• Standard long-form preemptive rights, Greg/Sack Lunch anti-dilution and participation rights, 75% reserved-matter clauses, company ROFRs, primary-holder approvals, tags, and change-of-control liquidity provisions could be triggered by an equity contribution, recapitalization, merger, transfer, or control change.
• The short forms do not contain the same reserved-matter, inspection, anti-dilution, tag, or control-liquidity rights; they cannot be treated as identical to the long form.
• Greg and Sack Lunch expressly prioritize their agreements over conflicting operating-agreement terms. The ordinary long forms and short forms do not.
• No investor agreement expressly addresses a HoldCo or parent contribution. Any later analysis must test the actual transaction against each instrument rather than assume the BCP Delray form's consolidation clause is sufficient.
• The agreements do not define the “primary shareholder/member,” and none establishes Ian Bond as that person. They therefore do not independently establish Ian-specific consent or exit rights.

Debt & Secured Obligations

The supplied financing set contains one executed secured note:

Source: note §§1–10, pp. 1–2, and Exhibit A. The note's wiring page is intentionally omitted from this analysis.

The note does not state a merger, parent, recapitalization, or change-of-control rule. It does constrain any sale or transfer of collateral and any competing lien. The lien's perfection, UCC status, and priority against third parties were not established from the supplied set. The 2% equity is not shown in the BCP Delray schedule and may overlap or supplement Kira Krauss's other interests; the evidence does not permit simply adding it to the 7% unit entry or 5% investor-agreement entry.

Beach Club Real-Estate / Lease Constraints

Executed base lease

The executed March 23, 2024 lease is between Rosebud 307, LLC as landlord and SF Delray, LLC as tenant for approximately 4,200 square feet at 307 East Atlantic Avenue plus a revocable outdoor-dining/sidewalk license. The signature page is signed and dated by both entities. Source: projects/beach-club/sources/private/real-estate/307-east-atlantic/Menin SF Delray Lease Fully Executed w Guarantee 3.23.24.pdf, printed lease pp. 1–4 and signature page (PDF p. 31 / printed p. 27).

Sources: same lease, defined terms and §§2.1–2.3, 4.1–4.7, printed pp. 1–14.

Assignment and control. The lease defines a Change in Control to include specified acquisitions of more than 50% of tenant equity, mergers, conversion, substantially all asset transactions, liquidation, or dissolution. Section 13.1 treats Change in Control as an assignment and requires landlord consent for assignment/subletting; it also states that landlord approval of a proposed assignment releases the tenant and guarantor from further lease/guaranty responsibility. The section refers to a contemplated assignment by Clique 307, LLC as of delivery, but no executed Clique 307 assignment is in the supplied set. Source: same lease, definitions and §13.1, printed pp. 1–3, 21–22.

Fixtures, liens, and collateral. Approved alterations, fixtures, betterments, and improvements generally become landlord property at expiration/termination unless restoration is required. Tenant must keep the property free of tenant-created liens and discharge claims. Section 14.6 grants landlord a continuing security interest in tenant goods, equipment, fixtures, furniture, inventory, accounts, intangibles, and chattel paper, with UCC remedies; §14.7 contemplates subordination to qualifying institutional financing only under a separate landlord-approved agreement. Sources: same lease, §§7.1, 8.2, 14.6–14.7, printed pp. 16–17, 20–21.

Radius and casualty. Section 18.6 restricts specified competing activity by tenant and affiliates in Delray Beach east of I-95 and permits inclusion of an offending business's sales in Gross Sales. Casualty/condemnation provisions give the landlord termination rights in specified circumstances, limit rent abatement, and generally leave tenant responsible for its improvements. Source: same lease, §§10.1–10.2, 18.6, printed pp. 18–19, 27.

Guaranty and assignment execution gaps

The base lease's Exhibit D names Kevin Killerman and contains broad payment/performance guaranty language extending to successors, assignees, sublessees, renewals, and holdover. Its signature page is blank. The supplied copy therefore proves a guaranty form, not an executed guaranty. Source: same lease, Exhibit D, PDF pp. 41–43 / printed guaranty pp. 1–3.

The later assignment document proposes:

• SF Delray, LLC as assignor, BCP Delray Beach LLC as assignee, and Rosebud 307, LLC as landlord;
• a May 1, 2025 assignment of lease rights and assumption of all post-assignment obligations;
• a new $42,916.67 security deposit and stated rent/additional-rent payments;
• proposed replacement guarantors Robert A. Krauss, Catherine C. Watson, and Matthew C. Watson;
• release of SF Delray and Kevin Killerman if all stated conditions are met; and
• amended trade name/use for Beach Club Pizza as a pizzeria/casual restaurant/nightlife venue.

Every principal signature block and the replacement guaranty are blank. Accordingly, the assignment date, assumption, releases, replacement deposits, amended use, and replacement guaranties are proposed only. Source: projects/beach-club/sources/private/real-estate/307-east-atlantic/Menin Rosebud 307 SF Lease Assignment and Assumption Agreement BCP Delray Beach LLC Feb 24 2025.docx, recitals, §§2–7, signature pages & Exhibits B–C.

Current leaseholder conclusion: the executed evidence establishes SF Delray as original tenant. It does not establish an effective transfer to Clique 307 or BCP Delray. Current tenant, guaranty exposure, deposit status, and any later amendments require landlord/company-record confirmation.

Ian Bond Current Position

Documented position as of January 5, 2026; current status unverified

The executed January 5, 2026 Beach Club Pizza operating agreement documents Ian Bond as a direct 25% member, manager, and Chief Marketing & Technology Officer. His single-class interest carries 25% of profits, losses, distributions, and proportional voting rights. The CMTO schedule assigns brand, creative, marketing-strategy, technology-platform, and data/automation responsibilities, subject to company budgets and major-decision approval. He also has record-inspection rights and a stated 12-week annual Florida-presence obligation unless a majority of the other managers agrees otherwise. Source: projects/beach-club/sources/private/corporate/entity-records/beach-club-pizza-llc/OperatingAgreement(BeachClubPizzaLLC).pdf, §§2.1–2.4, 4.1–4.6, 5.1–5.3, 10.3, Exhibit A & Exhibit B-3, pp. 5, 7–9, 14, 22, 32–35.

Ian is not listed as a direct BCP Delray member in the supplied BCP Delray form. His indirect economic exposure depends on Beach Club Pizza's unresolved BCP Delray interest:

These look-through figures are inferences, not direct units or independently granted BCP Delray rights.

Ian's transfer, withdrawal, and buyout position is governed on the face of the Beach Club Pizza agreement by Article VIII and Article IX: company/member ROFR process; 80% approval for a non-member transferee; economic-only status absent admission; 180-day withdrawal notice; appraised FMV; three-year quarterly payment at Prime + 2%; and a 20% discount for wrongful dissociation. Major decisions and manager removal require 80%, which mathematically requires all four equal members if the cap table is unchanged. Post-departure non-compete/non-solicitation and capital-call default provisions may survive or affect a transition. Source: same agreement, §§3.2, 4.6, 5.3, 8.1–8.6, 9.1–9.4 & 15.2–15.5, pp. 6, 8–9, 11–14, 18–19.

Stated intended transition

The current corporate source set does not contain an executed Ian exit, redemption, transfer, resignation, settlement, valuation, or release. Any project-level statement that Ian intends to exit is a stated intended transition, not proof that his documented rights changed.

Not documented / requires implementation

No inspected evidence establishes a selected exit path, agreed valuation, payment schedule, consent, completed transfer, manager/officer resignation, release of surviving obligations, or resulting Beach Club Pizza/BCP Delray cap table. Those facts remain for later verification and implementation; this document does not design the exit.

Pell Street Transaction Context

Landlord-side proposed terms

The August 2026 draft is an unexecuted landlord proposal between Rosebud 3rd Avenue, LLC and [TENANT NAME], a proposed Florida LLC. Robert A. “Rob” Krauss is the proposed individual guarantor. The tenant name, tax ID, dates, signatures, guaranty execution, and TI draw schedule are blank. Source: projects/menin-partnership/sources/private/deal/pell-street/landlord-draft/Menin Rob Krauss New Asian Fusion Concept (Ground Floor -Old Lefkes Space) Lease Draft Auguat 23 2026.docx, preamble/definitions, non-binding submission clause, signature pages & Exhibits D/I.

Sources: same draft, definitions and Articles 2–4, 10, 13–14; guaranty Exhibit D; TI Exhibit I. These are landlord proposals, not agreed obligations.

Tenant-side negotiation position

All four documents below are internal tenant-side negotiation or analytical work product. None is an amendment, acceptance, legal opinion, or executed term.

The tenant-side desired entity model is therefore a stated negotiation position: a new standalone Florida tenant LLC, separation from other entities and sales, limited affiliate/group spillover, greater control-change/affiliate flexibility, narrower guaranty/security exposure, and more balanced operating risk. No formation filing or ownership agreement for that tenant was supplied.

Transaction status

Documentary Conflicts

Current-State Organizational Model

Solid arrows represent executed/filed or otherwise stronger documentary evidence. Dashed arrows are proposed, unsigned, indirect, or unresolved.

The sources identify four initial equal members of Beach Club Pizza but do not establish a separate legal “founder” designation. The diagram shows those documented members without converting “initial member” into an unsupported founder classification.

flowchart TB
    RK[Robert Krauss 25%] --> BCPizza["Beach Club Pizza LLC<br/>Florida LLC"]
    SV[Shaun Vanalphen 25%] --> BCPizza
    IB[Ian Bond 25%] --> BCPizza
    MW[Matthew Watson 25%] --> BCPizza

    BCPizza -. "60% recital / 64.5% unsigned unit form" .-> BCPD["BCP Delray Beach LLC<br/>Delaware LLC; FL foreign authorization recited"]
    INV["Outside Class A holders<br/>355 units in unsigned form<br/>separate investor agreements"] -.-> BCPD
    KK["Kira Krauss<br/>secured note + separate 2% grant"] --> BCPD
    BCPD -. "Beach Club registration; registrant/owner unverified" .-> BRAND["Beach Club<br/>brand / Florida fictitious name"]

    R307["Rosebud 307 LLC<br/>landlord"] -->|executed lease| SF["SF Delray LLC<br/>original tenant"]
    SF -. "unsigned proposed assignment" .-> BCPD
    CLIQUE[Clique 307 LLC] -. "contemplated in lease; execution unknown" .-> SF
    KG[Kevin Killerman] -. "unsigned guaranty exhibit" .-> SF
    RG[Proposed replacement guarantors] -. "unsigned assignment guaranties" .-> BCPD

    R3["Rosebud 3rd Avenue LLC<br/>proposed landlord"] -. "unexecuted lease draft" .-> PT["Pell Street tenant<br/>unnamed proposed Florida LLC"]
    ROB[Robert Krauss] -. "proposed guaranty" .-> PT
    PT -.-> PELL["Pell Street<br/>proposed concept / brand"]
    MENIN[Menin Development Inc.] -. "c/o landlord-side contact; ownership not established" .-> R307
    MENIN -.-> R3

This is the current evidence model, not a target architecture. It intentionally shows the Beach Club leaseholder and ownership ambiguities and does not place a Northern Standard parent above the entities.

Restructuring Constraint Register

Source keys used in the register:

• BCPIZZA-OA: projects/beach-club/sources/private/corporate/entity-records/beach-club-pizza-llc/OperatingAgreement(BeachClubPizzaLLC).pdf.
• BCP-OA: projects/beach-club/sources/private/corporate/entity-records/bcp-delray-beach-llc/OperatingAgreement(BCPDelrayBeach).pdf (execution unverified).
• INV-STANDARD: projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Blake).pdf; projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Command).pdf; projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(JW).pdf; projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Koswener).docx.pdf; projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Maczuga).pdf; projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Nicosel).pdf.
• INV-GREG: projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(GregBond).pdf.
• INV-SACK: projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(SackLunch).pdf.
• INV-SHORT: projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(KK).pdf; projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Mario).pdf; projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Watson).pdf (Watson execution unverified).
• KRAUSS-NOTE: projects/beach-club/sources/private/corporate/financing/PromissoryNote(Krauss).pdf.
• BC-LEASE: projects/beach-club/sources/private/real-estate/307-east-atlantic/Menin SF Delray Lease Fully Executed w Guarantee 3.23.24.pdf.
• BC-ASSIGN: projects/beach-club/sources/private/real-estate/307-east-atlantic/Menin Rosebud 307 SF Lease Assignment and Assumption Agreement BCP Delray Beach LLC Feb 24 2025.docx (execution unverified).

The Pell Street draft is not included as an existing legal constraint because it is unexecuted. Its proposed assignment, change-of-control, radius, guaranty, and security provisions remain negotiation constraints described in the Pell Street section.

Evidence Gap Register

Material blockers

1. Definitive BCP Delray governing and capitalization records. Obtain the executed operating agreement and amendments, current unit/member ledger, unit certificates, capital accounts, subscription/payment records, and written-company confirmation. This is necessary to resolve 60% versus 64.5%, investor percentages versus units, holder identities, and the note's 2% grant.
2. Beach Club Pizza Delaware-to-Florida continuity. Obtain conversion, merger, assignment, dissolution, tax, or other records establishing the relationship between the same-named Delaware and Florida entities.
3. Investor-rights reconciliation. Confirm which agreements were funded, remain effective, were amended/assigned, and control over inconsistent BCP governance terms; identify the undefined “primary shareholder/member.”
4. Current Beach Club lease package. Obtain executed assignments, landlord consents, amendments, estoppels, current tenant records, security-deposit records, and executed guaranties/releases. This determines which entity holds the operating lease and whether equity restructuring needs landlord consent.
5. Current debt, liens & collateral. Obtain current Krauss balance/payment status, UCC search/filings, landlord lien-subordination documents, other secured debt, and an asset/fixture ownership schedule. Contractual “first priority” is not enough.
6. Ian Bond transition evidence. Confirm whether Ian remains member/manager/CMTO and obtain any signed notice, consent, valuation, transfer/redemption, resignation, release, or settlement. Stated intent alone cannot support a future cap table.
7. Pell Street tenant and transaction state. Confirm whether a tenant LLC has been formed, its proposed owners/managers, any approved governance, latest lease draft/redline, landlord response, and whether anything has been signed. This materially affects later group design.
8. Current tax/entity treatment. Obtain current tax classification/elections and entity good-standing/foreign-qualification evidence where the later analysis depends on tax or legal continuity.

Important but non-blocking

• Confirm the current registrant/owner and renewal status of the BEACH CLUB fictitious name.
• Value and document the two BCP schedule entries described only as “Lease” contributions.
• Confirm whether required investor reports, inspection rights, and draft-OA delivery/comment processes were honored; noncompliance may affect implementation but does not prevent clean-sheet strategic analysis.
• Reconcile registered-office/agent and principal-office differences without reproducing private addresses.
• Confirm current equipment/fixture ownership and deposits under the Beach Club premises arrangements.
• Obtain a clean, page-numbered execution copy of any Pell Street counter sent, if one exists, and identify the approval owner/date.

Low-priority

• Correct spelling/name variants after legal-holder identities are established.
• Preserve but do not rely on registered-agent marketing/administrative pages in formation packets.
• Verify document-formatting artifacts, blank exhibit labels, and minor cross-reference errors unless counsel finds they affect construction.
• Tax IDs, bank instructions, personal addresses, phone numbers, and similar private details are intentionally excluded; they are unnecessary for the later architecture analysis.

Source Index / References

Provenance and repository governance

• README.md
• PORTFOLIO.md
• AGENTS.md
• projects/beach-club/PROJECT.md
• projects/beach-club/STATUS.md
• projects/beach-club/AGENTS.md
• projects/beach-club/sources/INDEX.md
• projects/menin-partnership/PROJECT.md
• projects/menin-partnership/STATUS.md
• projects/menin-partnership/AGENTS.md
• projects/menin-partnership/sources/INDEX.md
• docs/source-ingestion/corporate-source-manifest-2026-08-25.md

Beach Club entity and governance records

• projects/beach-club/sources/private/corporate/entity-records/beach-club-pizza-llc/OperatingAgreement(BeachClubPizzaLLC).pdf
• projects/beach-club/sources/private/corporate/entity-records/beach-club-pizza-llc/Article of Organization.tif
• projects/beach-club/sources/private/corporate/entity-records/beach-club-pizza-llc/260110135753-700463933137#1.rtf
• projects/beach-club/sources/private/corporate/entity-records/beach-club-pizza-llc/260110135753-700463933137#1_1.rtf
• projects/beach-club/sources/private/corporate/entity-records/beach-club-pizza-llc/legacy-delaware/Copy of 20250680692.pdf
• projects/beach-club/sources/private/corporate/entity-records/beach-club-pizza-llc/legacy-delaware/Copy of Beach Club Pizza LLC 10108809.pdf
• projects/beach-club/sources/private/corporate/entity-records/bcp-delray-beach-llc/OperatingAgreement(BCPDelrayBeach).pdf
• projects/beach-club/sources/private/corporate/entity-records/bcp-delray-beach-llc/Certificate of formation.pdf
• projects/beach-club/sources/private/corporate/entity-records/bcp-delray-beach-llc/BCP Delray Beach LLC 10108790.pdf
• projects/beach-club/sources/private/corporate/entity-records/bcp-delray-beach-llc/CC-G25000065484.pdf

Tax-identity notices and application confirmations were inspected only as corroborating entity evidence and are not reproduced or cited for private identifiers.

Investor agreements and financing

• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Blake).pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Command).pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(GregBond).pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(JW).pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(KK).pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Koswener).docx.pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Maczuga).pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Mario).pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Nicosel).pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(SackLunch).pdf
• projects/beach-club/sources/private/corporate/capitalization/investor-agreements/BCP.INV(Watson).pdf
• projects/beach-club/sources/private/corporate/financing/PromissoryNote(Krauss).pdf

Beach Club real estate

• projects/beach-club/sources/private/real-estate/307-east-atlantic/Menin SF Delray Lease Fully Executed w Guarantee 3.23.24.pdf
• projects/beach-club/sources/private/real-estate/307-east-atlantic/Menin Rosebud 307 SF Lease Assignment and Assumption Agreement BCP Delray Beach LLC Feb 24 2025.docx

Pell Street transaction

• projects/menin-partnership/sources/private/deal/pell-street/landlord-draft/Menin Rob Krauss New Asian Fusion Concept (Ground Floor -Old Lefkes Space) Lease Draft Auguat 23 2026.docx
• projects/menin-partnership/work/private/deal/pell-street/negotiation/Pell Street_FMV Counteroffer v1 .docx
• projects/menin-partnership/work/private/deal/pell-street/negotiation/Pell Street_Full Trap and Backdoor Sweep v1 .docx
• projects/menin-partnership/work/private/deal/pell-street/negotiation/Pell Street_Landlord Total Take v1 .docx
• projects/menin-partnership/work/private/deal/pell-street/negotiation/Pell Street_Redline Instructions to Potential Counsel v1 .docx

Sources deliberately not used for conclusions

• work/private/portfolio/historical-analysis/ns-structuring-analysis-preliminary.pdf — retained historical analysis; excluded by scope as current authority.
• Unavailable Menin - Base Principles and Partnership Proposal (v2) — listed as unavailable in the manifest; no content used.
• The three operational files excluded by the ingestion manifest — no unique corporate dependency identified.