Proposed Delaware Joint Venture Platform — APX Corporation Inc. & Kickin' Assets Sports Inc.
Proposed Delaware Joint Venture Platform — APX Corporation Inc. & Kickin' Assets Sports Inc.
This Strategic Position Paper proposes the formation of a permanent Delaware joint venture between APX Corporation Inc. and Kickin' Assets Sports Inc. — a platform built to acquire, invest in, promote, and operate sports franchises across the United States and internationally. The JV launches with two active opportunities: América de Cali as the inaugural asset and a USL expansion pathway through Everett, Washington.
APX contributes institutional-grade infrastructure — capital formation, deal engineering, tokenisation, media systems, investor networks, and governance architecture. Kickin' Assets contributes operating-level sports knowledge, USL league relationships, local market access, and field-level credibility. Together: financial sophistication and on-the-ground operations under one disciplined, scalable entity.
This paper covers legal rationale, governance design, commercial mechanics, financial projections, risk allocation, and the full APX institutional capability stack. It builds on a signed bilateral execution agreement dated February 2026 and proposes converting that cooperation into a standing manager-managed LLC with transaction-level SPVs for each franchise opportunity.
14 sections across strategy, governance, economics, and execution
Professional sports franchise ownership has evolved from a trophy-asset hobby into one of the most compelling institutional investment categories of the past two decades. The combination of scarcity (fixed league supply), durable revenue streams (media rights, sponsorship, matchday, licensing), and cultural permanence has produced returns that rival or exceed private equity, real estate, and venture capital over equivalent holding periods.
The aggregate enterprise value of the four major North American leagues (NFL, NBA, MLB, NHL) has grown from approximately USD 100 billion in 2012 to over USD 400 billion by 2025, representing compound annual appreciation of roughly 11 percent across the asset class.
The USL Championship offers a structural entry point that MLS no longer provides. Expansion fees range from $10-15M versus $325M+ for MLS. Total investment can be structured at $40-100M including purpose-built stadium.
USL clubs in strong markets have a credible path to MLS promotion or acquisition at multiples of entry cost. This is the ground-floor opportunity.
PwC and Deloitte estimated the global sports industry at approximately $500-620 billion per annum by 2025, spanning broadcasting, sponsorship, ticketing, merchandise, betting, esports, and digital fan engagement.
Digital and streaming segments growing at 12-18% annually, creating new monetization pathways for club-level platforms.
Seven major revenue segments, with broadcasting and media rights representing the largest share.
Strategic Position Paper — Proposed Delaware Joint Venture
| Proposed JV | Delaware manager-managed parent platform with transaction-level SPVs for specific franchise, club, league, and media opportunities. |
|---|---|
| Core Deal Logic | APX contributes the institutional engine; Kickin' Assets contributes the U.S. operating bridge. Recommended ownership: 70% APX / 30% Kickin' Assets. |
| Question | Recommended Answer | Why It Matters |
|---|---|---|
| Why form the JV now? | Because APX already has the Cali acquisition/fundraising architecture and the Kickin' Assets/KickinAssets execution architecture. The missing piece is a permanent parent platform that can own the sports-franchise pipeline instead of leaving it fragmented across one-off deals. | It converts bilateral cooperation into institutional alignment and creates a repeatable machine. |
| Why Delaware? | Delaware LLC law gives maximum freedom to allocate control, economics, reserved matters, transfer restrictions, and SPV flexibility while remaining highly legible to investors and counterparties. | It is the cleanest jurisdiction for a scalable sports-investment platform. |
| Why 70/30? | APX contributes the continuing enterprise-level infrastructure, capital-markets stack, treasury credibility, strategic and token rails, media systems, and investor relationships. Kickin' Assets contributes the USL / Everett operating bridge and local execution know-how. | The split mirrors the relative contribution weight without under-incentivizing Kickin' Assets. |
| Why is it attractive to Kickin' Assets? | He enters the broader APX sports platform, including practical adjacency to Cali and future opportunities, without independently financing the full institutional infrastructure. | He gets leverage, scale, and upside without platform-build cost. |
| Why is it attractive to APX? | APX secures a formalized U.S. sports-franchise operator channel and standardizes a repeatable sports playbook inside one enterprise. | It protects pipeline access and strengthens future fundraising credibility. |
América de Cali is not just the first transaction on the platform — it is the transaction that made the platform necessary. The scale, complexity, and cross-border execution requirements of this engagement are the principal reason APX and Kickin' Assets are forming a permanent Delaware JV. Every structural decision in this document was designed with Cali as the proving ground.
The América de Cali engagement is the principal reason APX proposed forming a permanent Delaware JV. The deal's requirements — cross-border capital formation, multi-jurisdiction compliance, integrated media and tokenisation capabilities, SPV ring-fencing, and institutional governance — demanded a standing platform, not a one-off bilateral arrangement. The JV was designed around Cali. Every structural feature, governance mechanism, and commercial pathway in this position paper was engineered to execute this transaction and those that follow it.
América de Cali represents one of the most compelling acquisition and recapitalisation opportunities in Latin American football. The club carries deep cultural equity, a loyal fanbase measured in the millions, national competitive pedigree, and untapped commercial monetisation potential across media rights, sponsorship, digital fan engagement, and matchday revenue. APX has been engaged as the exclusive lead strategic advisory and fundraising services provider for the club's capital formation programme and institutional transition.
The opportunity sits at the intersection of three powerful secular trends: the globalisation of football club ownership, the institutionalisation of Latin American sports assets, and the emergence of new capital formation instruments including digital securities and fan participation tokens. América de Cali is not a speculative play on any one of these trends. It is a club with nearly a century of competitive history, a city-defining cultural identity, and a clear path from undermonetised legacy asset to professionally managed, commercially optimised sports franchise.
APX will operate and execute the entire América de Cali engagement through the proposed Delaware JV platform. The Cali deal is not simply the first asset — it is the founding transaction. The JV exists because Cali demanded it.
América de Cali was founded on 13 February 1927 in Santiago de Cali, the capital of Valle del Cauca and Colombia's third-largest city. The club is one of the oldest and most decorated in Colombian football history. Over its nearly century-long trajectory, América de Cali has won 14 Colombian league titles, ranking among the most successful clubs in the country alongside Atlético Nacional and Millonarios.
The club's most celebrated era was the 1980s, when América de Cali reached the Copa Libertadores final three consecutive years (1985, 1986, and 1987) — a feat matched by very few clubs in South American football history. During this period, the club dominated the Colombian domestic league, winning multiple titles and establishing a reputation for tactical discipline, attacking football, and a relentless competitive spirit that became synonymous with the city of Cali itself.
The 2000s brought financial turbulence, a period of relegation to the second division, and a prolonged institutional reset. Critically, however, the club's fanbase and cultural significance never diminished. América de Cali returned to the first division, resumed competitive performance, and entered the current decade as a club with enormous untapped institutional and commercial potential. The very challenges the club endured created the conditions for the opportunity that exists today: a storied franchise with a massive fanbase, undermonetised commercial assets, and a clear appetite for institutional-grade ownership and management.
América de Cali is not a startup franchise being manufactured for investors. It is a living institution with nearly 100 years of competitive history, cultural depth, and emotional resonance that no amount of marketing spend can replicate.
APX Strategic AssessmentAmérica de Cali's fanbase is among the largest and most passionate in Colombia. Conservative estimates place the national supporter base at over 25 million people. The club draws its core following from Cali and the broader Valle del Cauca region, but its reach extends nationwide and into the Colombian diaspora across the Americas and Europe. The emotional bond between América de Cali and its supporters is not merely recreational — it is identity-defining. In Cali, the club's colours (scarlet red) are embedded in the city's visual culture, local commerce, and civic pride.
The supporter community is multi-generational. Families pass down their allegiance over decades. Matchday attendance, even during periods of on-pitch difficulty, has remained robust relative to peers. The club's principal supporters' group, the Barón Rojo Sur, is one of the most organised and visible fan movements in South American football. This kind of cultural infrastructure is irreplaceable and represents a commercial asset class in itself: a community platform for brand partnerships, digital products, ticketing innovation, and — with the right institutional framework — tokenised fan participation.
The commercial implications of this fanbase are significant and largely untapped. Colombian football has historically undermonetised its supporter relationships relative to Brazilian, Argentine, and Mexican peers. Media rights remain fragmented. Sponsorship is local rather than regional or global. Digital engagement is nascent. Merchandise and licensing programmes are informal. Each of these categories represents a revenue acceleration opportunity under professional institutional management.
América de Cali's fanbase is not a liability to be managed. It is the primary commercial asset to be institutionalised, protected, and monetised responsibly.
The América de Cali engagement originated through APX's established network in Latin American sports and media. APX identified the club as a high-potential target based on a systematic screen of Latin American football clubs meeting specific criteria: deep cultural equity, large addressable fanbase, competitive pedigree, undermonetised commercial infrastructure, and governance conditions amenable to institutional transition. América de Cali scored at or near the top across every dimension.
APX initiated direct engagement with the club's ownership, presenting a comprehensive strategic advisory and capital formation proposal. Following a structured evaluation period, América de Cali appointed APX as the exclusive lead strategic advisory and fundraising services provider. The engagement scope is intentionally comprehensive: APX is not retained as a passive advisor or narrow placement agent. The mandate covers the full institutional execution stack from capital architecture through post-closing governance support.
The APX mandate for América de Cali is exclusive, comprehensive, and institutional-grade. It covers: capital plan design and raise sequencing; investor materials, data room, and financial narrative; investor targeting, outreach, pipeline management, and meeting execution; strategic positioning, monetisation pathway design, and sponsorship architecture; media strategy, content systems, and brand development; and — where appropriate and lawful — token-enabled community participation design. APX designs, builds, operates, manages, and maintains the entire fundraising and institutional transition programme.
América de Cali's current revenue base reflects the underinvestment and fragmentation typical of Colombian football. Media rights are sold below market potential. Sponsorship is concentrated in a small number of local relationships with limited term or exclusivity discipline. Matchday revenue operates without modern yield management or premium hospitality products. Merchandise is largely informal and unlicensed. Digital engagement is minimal, with no structured monetisation of the club's social media audience or data assets.
The gap between current revenue and addressable revenue under institutional management is the core investment thesis. This is not a turnaround — it is an institutionalisation play.
Under professional management, each of these revenue lanes can be built into a structured, recurring, and scalable income stream. The combination of a 25-million-plus fanbase, a city of 2.4 million people, a competitive first-division club, and nascent commercial infrastructure creates a clear institutional value-creation pathway. The benchmark is not domestic Colombian clubs but rather the trajectory of Latin American clubs that have undergone successful institutional transitions in Brazil, Mexico, and Argentina over the past decade.
The APX mandate for América de Cali is not a narrow finder's engagement. It is a comprehensive institutional execution programme spanning capital architecture, investor materials, strategic positioning, media systems, commercial acceleration, and — where appropriate and lawful — token-enabled community participation structures. APX designs, builds, operates, manages, and maintains the fundraising programme.
This is the integrated service stack in action: fundraising, strategy, marketing, media, tokenisation, blockchain, and operations — all delivered through one institutional platform.
Every pillar of the APX platform is activated simultaneously on the Cali engagement. This is not a narrow placement — it is a complete institutional execution programme.
The América de Cali engagement proves that APX can construct a club-level transaction with a capital-formation and governance architecture that institutional investors, league counterparties, and commercial partners can take seriously. It is the engineering precedent for every deal the JV will execute thereafter.
Strategic Position Paper, March 2026Nearly a century of competitive history and a multi-generational fanbase that cannot be replicated. An irreplaceable emotional asset.
Every major revenue category is systematically undermonetised relative to addressable market size.
Operating through the Delaware JV proves the architecture works for international transactions.
All six APX service pillars deployed simultaneously. No other deal exercises the full capability set at launch.
Everett and the USL channel demonstrate U.S. operating relevance. Cali demonstrates cross-border institutional execution capability. Together, they form the first two strategic proof points of the platform thesis.
The Cali framework contains mechanisms that are far more valuable as platform tools than as single-transaction provisions. The proposed JV adopts the spirit and operative logic of these mechanisms as standing features of the parent entity.
Covered sports-franchise opportunities are run exclusively through the platform's institutional infrastructure. No fragmented advisory arrangements or competing mandates.
APX is not a narrow finder. The mandate spans investor materials, strategic positioning, capital architecture, media systems, and execution — one integrated delivery model.
Monthly retainer, success-based compensation, and equity participation form one integrated economic package, adjusted to prevent double or triple compensation across layers.
APX holds a post-closing equity stake with the ability for that stake to increase based on capital raised and deployed. Value recognition grows with execution.
Portions of APX's earned economics may be allocated to transition team members without increasing the counterparty's payment burden.
Blockchain escrow wallet structure, non-withdrawability periods, and a visible capital credibility framework. Discipline as a standing platform feature.
The Cali model and the KickinAssets agreement together establish the complete operating playbook. The Cali model proves APX can run a sophisticated football-club fundraising and transition architecture. The KickinAssets model proves APX and its partners can align economically around a Delaware execution framework with defined workstreams, phased milestones, retainer economics, success fees, and equity mechanics.
Together they provide the engineering precedents for the permanent platform. The JV does not start from scratch — it starts from two proven structures.
APX does not invest capital alone. APX invests an institutional execution platform — fundraising, strategy, tokenisation, media, commercial infrastructure, blockchain ecosystem build, deal engineering, and governance — as its primary contribution to the JV. APX operates with institutional credibility and execution depth that few advisory firms can match. These are the capabilities that make the platform institutional-grade.
The modern landscape of sports, media, and brand ecosystems presents a fundamental paradox: organisations possess extraordinary assets — intellectual property, loyal communities, cultural relevance, and global reach — yet consistently fail to convert these advantages into sustainable capital formation and long-term monetisation. Traditional advisory models fragment critical functions across disconnected service providers. Investment banks focus narrowly on capital raising without understanding ecosystem dynamics. Marketing agencies deliver campaigns without connection to revenue architecture. APX eliminates this fragmentation. As an institutional-grade execution partner, APX delivers end-to-end capability across capital formation, strategy consulting, marketing acceleration, token creation, blockchain infrastructure, deal engineering, and ongoing operational management. This integrated model ensures that every workstream reinforces every other workstream, creating compound value that fragmented approaches cannot achieve.
APX's differentiation lies in the integration of capabilities that others fragment and the depth of execution that others approximate. Where competitors offer narrow advisory slices, APX delivers a coordinated institutional platform across capital formation, strategy, tokenisation, media, deal engineering, and governance. This integrated approach eliminates the coordination overhead, knowledge gaps, and misaligned incentives that plague fragmented advisory models.
Coordination savings, time acceleration, quality improvement, risk reduction, and overhead elimination compound across every workstream. The result is measurably superior outcomes compared to assembling discrete service providers — delivered faster, with cleaner governance, and with institutional accountability at every stage.
APX's engagement model combines institutional fundraising process, tokenisation strategy, operating architecture, and growth execution in one coordinated programme. Capital formation activity is not treated as a standalone deck exercise. It is connected to data-room quality, narrative precision, capital allocation logic, customer acquisition economics, and the commercial proof points that sophisticated investors will interrogate. Token creation is not a speculative side project. It is an integrated utility layer that strengthens retention, first-party data, loyalty mechanics, and channel attribution. Marketing infrastructure is framed as the systems layer that allows portfolio companies to scale operations, support institutional sell-through, and turn brand exposure into measurable revenue outcomes.
That integrated approach mirrors the strongest structural features in benchmark institutional advisory platforms. The pillars do not simply list services. They show how each workstream reinforces the others, how governance protects execution, how commercial alignment works, and how a premium advisory platform makes itself accountable through cadence, deliverables, and measurable business functions.
Family Offices (direct access, co-investment), Venture Capital (growth metrics, scalability), Private Equity (EBITDA path, operational plan), Strategic Partners (synergies, market access), Institutional LPs (controls, reporting, track record), Sovereign Wealth (long-term duration, ESG alignment).
APX's institutional infrastructure enables: structured proof-of-concept demonstrations, escrow lock for commitments, co-investment capital alignment, bridge mechanisms, negotiation leverage from institutional credibility, and accelerated deal timelines. This operational capacity transforms every fundraising conversation.
Capital strategy is not a deck exercise. It is connected to data-room quality, narrative precision, capital allocation logic, and the commercial proof points that sophisticated investors will interrogate.
APX Institutional Engagement ModelAPX defines the commercial role of the token and maps it to specific business outcomes. The utility and ecosystem mechanics convert the thesis into a rules-based operating model including reward pathways, redemption logic, access layers, token-gated participation, anti-abuse controls, onboarding flows, custody abstraction, and attribution design. Governance, compliance, and operating controls define how the token ecosystem is governed, deciding which permissions remain centralised, where community input is useful, and what legal and reputational guardrails are in place.
APX's token design is compliance-first by architecture, not by afterthought. Documentation standards, governance frameworks, and regulatory-aware design appropriate for sophisticated investors and institutional partners.
Refine the brand narrative so that product integrity, competitive relevance, channel traction, and category mission are presented with consistency across investor, retail, institutional, and consumer contexts. Eliminate message fragmentation.
Map channel-specific growth plans including sequencing, dependencies, and resource priorities. Coordinate as one strategic plan rather than siloed channel efforts.
Build audience segmentation, lifecycle logic, nurture flows, and referral architecture across consumer, institutional, and partner audiences. Raise conversion efficiency and retention quality.
Design the operating model for community, ambassador networks, education content, affiliate ecosystems, and recurring participation. Reduce reliance on pure paid acquisition.
Review CRM, email and SMS architecture, attribution model, landing flow, retention automation, and analytics instrumentation across key channels. Strengthen the commercial data layer.
Support channel partnerships, aligned initiatives, referral partners, platform relationships, and selected strategic brand collaborations. Structured partner growth rather than opportunistic activity.
The commercial data layer is what separates an institutional-grade operation from a founder-led operation. APX builds retention and conversion architecture, partnership coordination, and content systems that produce measurable outcomes. CRM logic, automation flows, attribution, audience segmentation, measurement, and reporting — these are the operating systems of revenue, not afterthoughts.
Every workstream APX builds connects to the investor narrative. Revenue growth, retention metrics, channel performance, and operating governance are not separate from the fundraising story. They are the fundraising story.
Define priority segments for the token ecosystem: existing subscribers, converters, referral participants, ambassadors, partner communities, and high-intent prospective users. Structured audience map before launch.
Messaging framework, campaign calendar, launch narrative, channel sequence, and operating timeline for market introduction. The commercial wrapper around the token venture.
Acquisition campaigns where token participation is linked to verified actions: subscription sign-up, first purchase, referral, or community completion. Converts tokenisation from experiment to measurable acquisition tool.
Quests, milestone systems, recurring participation loops, seasonal programmes, and structured community activations around the token. Repeat reasons to return to the ecosystem.
Ambassador tracks, creator participation rules, advocacy incentives, referral ladders, and community contribution frameworks. Scaled human distribution without relying only on paid media.
Campaign analytics, cohort tracking, fraud and abuse controls, participation-quality monitoring, and post-launch iteration logic. Optimise against real outcomes rather than vanity metrics.
APX uses a staged execution model that moves each portfolio company through planning, governance, and launch sequencing. Each phase is designed to create concrete outputs and measurable progress. The four phases operate on a formal cadence with weekly operating calls, biweekly workstream reviews, monthly executive reporting, and transaction-focused working sessions.
Open the mandate, reconcile source materials, sharpen raise strategy, define workstream ownership, establish governance cadence. Outputs: capital strategy memo, diligence gap list, workplan, reporting calendar.
Build fundraising materials, investor process infrastructure, channel-growth architecture, KPI logic, token strategy design, and audience plan. Outputs: investor deck, executive summary, FAQ pack, outreach system, token thesis.
Run investor outreach, manage diligence flow, support meetings, complete token blueprint, activation model, and acquisition/engagement model. Outputs: pipeline management, diligence coordination, technical specification.
Support closing, establish investor reporting standards, implement growth systems, prepare tokenised engagement layer for rollout. Outputs: board-style reporting, retention infrastructure, operating dashboards.
APX operates the mandate on a formal cadence including weekly operating calls, biweekly workstream reviews, monthly executive reporting, and transaction-focused working sessions. Each workstream has accountable owners, open items, and agreed next actions. APX implements a dashboard structure that covers fundraising progress, channel performance, retention indicators, pipeline developments, and tokenisation activation milestones.
Governance is not optional infrastructure. It is the operating system that makes multi-workstream execution coherent, measurable, and investor-credible.
| Deliverable | What APX Provides | Why It Matters |
|---|---|---|
| Capital Strategy Package | Round structure memo, investor segmentation map, use-of-proceeds framework, valuation positioning, raise sequencing | Disciplined financing plan before outreach begins |
| Investor Materials Suite | Updated deck, executive summary, diligence FAQ, management talking points, follow-up templates | Every conversation runs from one credible narrative base |
| Data-Room Architecture | Directory structure, diligence checklist, document-priority schedule, open-item tracker | Reduces process drag and improves diligence confidence |
| Investor Outreach System | Target list logic, pipeline tracker, sequencing plan, meeting preparation framework | Managed process rather than one-off outreach |
| Token Thesis & Utility Memo | Token purpose, user journeys, permitted use cases, business rules, governance boundaries | Tokenisation against real business criteria |
| Token Blueprint & Rollout Plan | Technical architecture, vendor map, wallet/redemption logic, compliance gating, phased activation | Execution roadmap for production deployment |
| Fan Engagement Plan | Audience segmentation, launch calendar, acquisition campaigns, community loops, referral systems | Token launches into a real market-entry system |
| Channel Conversion Architecture | Discovery-to-owned-channel conversion frameworks with measurement logic | Captures more value from existing exposure |
| Lifecycle & Loyalty System | Retention journeys, referral programmes, community progression, token-linked rewards | More durable customer relationship model |
| KPI & Reporting Dashboard | Workstream dashboard, monthly reporting format, capital-markets update framework | Execution discipline and investor communications |
APX's differentiation lies in the integration of capabilities that others fragment, the depth of execution that others approximate, and the institutional credibility that others cannot demonstrate. Traditional marketing agencies excel at campaign execution but lack capital formation capability and tokenisation expertise. Investment banks bring capital markets sophistication but lack ecosystem understanding and operational depth. Crypto-native agencies understand blockchain technology but often lack regulatory discipline and institutional credibility. Development shops can build technical infrastructure but lack strategic context and capital capability. APX eliminates coordination challenges through unified accountability.
| Metric | With APX | Without APX |
|---|---|---|
| Time to Launch | 20–24 weeks | 40+ weeks |
| Coordination Overhead | Minimal | High |
| Accountability | Unified | Fragmented |
| Information Loss | None | Significant |
| Value Integration | Compound | Siloed |
Transaction success depends on meticulous structuring that aligns incentives, protects interests, and creates clear paths to execution. APX's deal engineering capability transforms strategic intent into executable agreements through disciplined scope definition, milestone architecture, and governance design. Deal engineering is distinct from legal drafting — while lawyers translate agreed terms into binding language, deal engineers design the commercial architecture that makes transactions work for all parties. The deal engineering process identifies where interests align and where they conflict, designing mechanisms to bridge gaps and creating accountability structures that ensure commitments translate into action.
Legal form, ownership structure, governance rights, economic terms, tax implications, regulatory requirements, and counterparty preferences — mapped against strategic objectives for structures that optimise for all parties necessary to close.
Accountability checkpoints throughout execution with clear triggers for rights, obligations, and payments. Balances flexibility with discipline, accommodating uncertainty inherent in ambitious undertakings.
Launch is the beginning, not the end. Sustainable success requires operational infrastructure: real-time monitoring, community sentiment tracking, treasury management, governance facilitation, investor reporting, and compliance documentation.
Day 30: Foundation elements in place — discovery complete, strategy defined, materials drafted. Day 60: Momentum established — pipeline active, meetings occurring, diligence progressing. Day 90: Close readiness achieved — terms negotiated, documentation advanced.
The APX engagement model follows a structured 30-60-90-day execution plan creating accountability and cumulative momentum. Each phase builds on prior phases. At Day 30, foundation elements are in place. At Day 60, momentum is established with active pipeline and meetings. At Day 90, close readiness is achieved with terms negotiated and documentation advanced. By Month 6, the engagement is fully operational, closed, scaled, and stable.
Every successful engagement follows this disciplined cadence. Organisations that maintain disciplined operations after launch compound their advantages over time, while those that neglect operations squander the investments made during development and launch phases.
APX expects value creation from its mandate to come from six areas that compound each other: higher-quality financing process with clean use-of-proceeds story and tighter investor targeting; better channel economics with conversion architecture and partner coordination; stronger first-party data and loyalty through tokenised engagement; better operating governance with clearer KPIs and accountability; and improved strategic optionality for follow-on raises or strategic activity.
These value creation paths are quantifiable. Scale-driven cost reduction combined with marketing efficiency improvements drives margin expansion. The tokenised engagement layer increases customer identification, repeat purchase frequency, and retention rates.
APX does not invest in companies with generic advisory services. APX invests an institutional execution platform that turns fragmented operations into structured, measurable, investor-credible businesses. That platform is the JV's competitive advantage.
APX Group, March 2026The proposed Delaware joint venture is the operating center of gravity for the sports-franchise pipeline. APX contributes the institutional machine; Kickin' Assets contributes the U.S. operating bridge.
The proposed Delaware joint venture is best understood not as a side arrangement but as the operating center of gravity for APX Group's sports-franchise strategy. APX already has two relevant structural precedents. The first is the America de Cali transaction architecture, which demonstrates that APX can run a sophisticated club-side strategy and fundraising program with exclusivity, investor process management, escrow-style credibility architecture, reporting systems, token-enabled participation logic where lawful, and post-closing ownership alignment. The second is the signed KickinAssets joint execution agreement, which demonstrates that APX and Kickin' Assets can work together under a Delaware-law framework that combines strategic support, fundraising cadence, optional tokenization and blockchain workstreams, success-based economics, equity alignment, and opportunity protection. The recommended move is to elevate the strongest mechanics from those two documents into one permanent parent company rather than leaving them trapped in isolated deal-specific contracts.
At a commercial level, the bargain is unusually clear. APX contributes the machine: strategic planning, institutional packaging, fundraising architecture, investor introductions, treasury-backed credibility tools, media and branding support, token an
The purpose of the entity should therefore be drafted broadly. It should be able to source, evaluate, structure, finance, acquire, recapitalize, own, advise on, commercialize, and scale sports franchises, clubs, leagues, media opportunities, fan-engagement products, and related technology or token-enabled ecosystems. Where transaction-specific conditions require ring-fencing, the parent entity should form dedicated SPVs under the Delaware platform. In that sense, the JV is not a single deal. It is the disciplined chassis upon which a multi-deal sports platform can actually run.
Delaware offers tax efficiency, judicial sophistication, contract freedom, and a statutory LLC framework that institutional investors and counsel universally accept.
Delaware is the correct legal home because it combines flexibility, market familiarity, and execution efficiency. A manager-managed Delaware LLC can allocate control precisely, preserve majority authority for APX, protect Kickin' Assets' core minority rights, and allow the parties to define reserved matters, transfer restrictions, anti-dilution protections, information rights, and deadlock procedures with real drafting precision. That level of control engineering matters here because the proposed business is neither a simple consulting company nor a passive holding vehicle. It is a platform sitting at the intersection of advisory economics, capital formation, asset-level ownership, governance design, and potentially token-enabled fan or member participation structures.
Delaware is also investor-readable. If the platform is expected to interact with investment banks, co-investors, strategic capital providers, underwriters, sports operators, league-side decision makers, or sponsor groups, a Delaware topco is far easi
Equally important, Delaware supports what the position paper is really trying to accomplish: converting a relationship into an institution. Bilateral service contracts are useful, but they leave too many questions open. Who owns the future pipeline? Which party controls a newly sourced opportunity? How are economics shared when a club deal requires advisory work, direct investment, sponsor integration, media build-out, and token-enabled loyalty mechanics all at once? A Delaware platform allows those questions to be answered once, up front, in the operating agreement, instead of re-litigating them in every new deal. In practical terms, that is where value is created. It lowers negotiation friction, prevents future leakage, and creates a stable chassis for repeat transactions.
APX controls ordinary-course management through manager-managed LLC. Kickin' Assets receives information rights, committee participation, and consent on reserved matters.
The recommended ownership split is seventy percent APX and thirty percent Kickin' Assets or his designated vehicle. That ratio is not cosmetic. It reflects the contribution weighting between enterprise infrastructure and asset-level operating access. APX's inputs are platform-defining and continuing. They include fundraising architecture, investor process management, capital-markets access, treasury and proof-of-funds credibility tools, strategic advisory capability, commercial and media systems, token and blockchain rails where lawful, diligence coordination, data-room logic, and the wider APX ecosystem. Kickin' Assets' inputs are extremely valuable, but they are narrower in scope: U.S. sports operating experience, Everett and related pathways, USL fluency, local execution support, and sports-relationship capital.
The governance model should mirror that reality. APX should control ordinary-course management through a manager-managed LLC structure or an APX-controlled board. Kickin' Assets should have real participation rights, board or manager representation,
This majority/minority design also protects the broader APX strategy. If APX intends to import the Cali mechanisms, investor-facing infrastructure, and platform-level execution architecture into the sports-franchise vertical, APX cannot be structurally subordinated at the parent level. Majority ownership makes the strategic narrative coherent. APX is inviting Kickin' Assets into a real platform, not abandoning control of one.
| Governance Topic | APX Position | Kickin' Assets Protection | Drafting Note |
|---|---|---|---|
| Ordinary-course management | APX controls through managing member or board majority | Information rights and participation in key committees | Avoid day-to-day veto rights. |
| Issuance of new parent equity | APX proposes, reserved-matter consent if below FMV or materially dilutive | Consent / preemptive rights | Use customary anti-dilution and notice mechanics. |
| Asset sales and dissolution | Supermajority approval | Minority consent right | Protects against value transfer. |
| Affiliate transactions | Permitted only on arm’s-length or approved terms | Consent for material affiliate deals | Important where APX services are integrated. |
| New strategic partner at parent level | Case-by-case board and member approval | Minority consultation and consent threshold | Needed for future co-investor entry. |
Advisory retainers, transaction success fees, equity stakes/warrants, token/fan products, and commercial/media activations — five revenue channels driving sustainable platform economics.
The relationship between the parties should be framed as a coordinated enterprise compact rather than a loose collaboration. APX is the institutional engine. Kickin' Assets is the operating bridge. Together they can present a stronger proposition to targets, co-investors, and leagues than either could present alone. APX's role encompasses deal design, fundraising, institutional packaging, investor communications, commercial strategy, media and marketing architecture, token-enabled participation structures where appropriate, governance design, escrow or proof-of-funds architecture, and transaction acceleration. Kickin' Assets' role encompasses opportunity sourcing, sports operating judgment, league and ownership introductions, local market insight, and ongoing execution support at the franchise level.
One of the strongest strategic advantages of the JV is that it allows Everett and Cali to coexist inside one coherent narrative. Rather than treating them as separate silos or potentially competing tracks, the platform lets the parties say something
Kickin' Assets' economic benefit should be stated plainly. He obtains participation in a broader APX-led sports platform, including adjacency to Cali and future opportunities, without independently funding the platform build itself. APX's benefit should be stated just as plainly. APX obtains a formalized U.S. sports-franchise operator channel and USL-facing connection, rather than relying on a one-off engagement. In short, Kickin' Assets gets scale and adjacency. APX gets channel access and institutional continuity.
The strongest mechanisms from both the Cali acquisition framework and the KickinAssets execution agreement are imported into one standing platform.
The proposed platform should not start from scratch. It should deliberately import the strongest mechanics already proven in the APX ecosystem. From the Cali framework, the JV should borrow the concept of an exclusive lead strategic and fundraising architecture, the integrated service stack that spans fundraising, operations, reporting, and governance support, the use of escrow and credibility architecture to strengthen deal seriousness, the concept of token-enabled participation as an optional strategic tool, and the discipline of treating retainer, success fees, equity participation, and bonus economics as one integrated package rather than an uncontrolled stack of overlapping charges. Those concepts are too valuable to remain trapped in one transaction.
From the KickinAssets agreement, the JV should borrow the coordinated execution cadence, the clarity around exclusivity and opportunity protection, the concept of success-based economics tied to actual outcomes, optional equity participation, token-l
The point is not to photocopy either document mechanically. The point is to use them as engineering precedents. The Cali model proves APX can run a sophisticated football-club fundraising and transition architecture. The Kickin' Assets model proves APX and Kickin' Assets can align economically around a Delaware execution framework. The new parent platform should absorb those lessons and translate them into a repeatable playbook applicable across clubs, franchises, media assets, and sponsor-linked sports transactions.
Base case projects $1.1M Year 1 growing to $9.5M Year 5 across five revenue lanes.
Any presentation to Kickin' Assets should include numbers, but the numbers must be framed correctly. At this stage they are internal planning assumptions, not market forecasts and not committed transaction economics. The correct use of forecasting here is to demonstrate platform plausibility. The question is not whether any one line item is guaranteed. The question is whether the proposed parent can credibly produce meaningful economics under realistic operating scenarios.
The model should begin with multiple revenue lanes. First, advisory retainers and workplan fees for live mandates. Second, transaction success fees tied to capital raised, acquisitions closed, or strategic partnerships consummated. Third, equity upsi
Under an illustrative base case, the parent could move from roughly $1.1 million of revenue in Year 1 to $9.5 million by Year 5, with stronger upside if multiple franchise mandates and at least one major control transaction are captured. Even a conservative case that assumes slower conversions still supports the logic of a standing platform. The economic punchline for Kickin' Assets is that a thirty percent ownership position in a platform with multiple monetization lanes is materially more valuable than a narrow share of one bilateral services agreement. The economic punchline for APX is that a seventy percent stake allows APX to convert its institutional infrastructure into durable ownership rather than episodic fees.
Forecasting should also distinguish cash earnings from strategic asset value. Success fees and retainers pay the bills. Equity participation, club-side holds, and token-enabled ecosystems create enterprise value. That distinction matters because a platform like this can look modest in its early P&L while still creating meaningful option value through pipeline ownership, club rights, and strategic adjacency. The right chart therefore is not just revenue. It is cumulative enterprise value creation across advisory cash flow, equity accrual, and strategic optionality.
Strategic Position Paper| Scenario | Year 1 Revenue | Year 3 Revenue | Year 5 Revenue | Key Assumption Set |
|---|---|---|---|---|
| Conservative | $0.7m | $2.8m | $5.6m | One to two mandates active at a time, slower close cycles, limited equity monetization. |
| Base case | $1.1m | $4.2m | $9.5m | Two to four overlapping mandates, one major transaction closed by Year 3, modest media and token activation. |
| Upside | $1.6m | $6.4m | $14.0m | Faster conversion, two major club/franchise closings, recurring advisory work, stronger sponsor/media monetization. |
| Illustrative Value Driver | Cash Yield Profile | Enterprise Value Impact | Comments |
|---|---|---|---|
| Advisory retainers | High in near term | Low to moderate | Supports staffing and workplan continuity. |
| Success fees | Lumpy but material | Moderate | Strongest cash acceleration in deal years. |
| Equity stakes / warrants | Deferred | High | Primary source of long-tail upside. |
| Token / fan products | Moderate | Moderate to high | Only where legally and strategically appropriate. |
| Commercial / media activations | Moderate | Moderate | Supports cross-sell and sponsor ecosystem. |
Securities/BD, league approvals, opportunity leakage, execution bandwidth, token perception, deadlock, capital shortfall, and key-person dependency.
A presentation for Kickin' Assets must also be serious about risk. This platform will operate near securities rules, league approvals, and potentially digital-asset regulation. The right answer is not to pretend those issues do not exist. The right answer is to show that the legal architecture anticipates them. The parent should expressly permit the use of licensed broker-dealers, placement agents, or local regulated intermediaries where required. It should make clear that no party is deemed to provide regulated services unless properly licensed or exempt. It should also state that token-enabled participation mechanics, if used, will be transaction-specific and subject to bespoke legal review.
League and club approvals must also be built into the process. Any asset-level SPV should make closing conditional on all required league, board, governmental, and regulatory approvals. That sounds obvious, but in practice it is what separates seriou
There is also the risk of opportunity leakage. This is where the LLC agreement becomes particularly important. Covered sports-franchise opportunities sourced by either side should be presented first to the JV under a clear presentation-and-decline procedure. Without that, future disputes are nearly guaranteed. Information rights, confidentiality, non-circumvention, and tail protection should therefore be carried into the parent documents in clean, enforceable language. The overarching mitigation message is simple: most of the real risks here are manageable if they are identified up front and solved at the platform level instead of after a deal starts to heat up.
| Risk | Why It Matters | Mitigation | Residual View |
|---|---|---|---|
| Securities / broker-dealer issues | Fundraising compensation can cross into regulated activity. | Use licensed intermediaries where required; preserve compliance carve-outs. | Manageable with proper structuring. |
| League approvals | Acquisition or control changes may require league review. | Make approvals explicit conditions precedent at SPV level. | Transaction-specific but standard. |
| Opportunity leakage | Either party could pursue deals outside the JV. | Covered-opportunity presentation and decline mechanics; non-circumvention. | High importance; solvable by drafting. |
| Execution bandwidth | Platform can overextend if too many live mandates run at once. | Phase-gate staffing and resource reservation fees. | Operational discipline required. |
| Token / digital asset perception | Can create legal and reputational sensitivity. | Use only when lawful, useful, and clearly separated from regulated fundraising. | Optional, not mandatory. |
This proposal is not asking Kickin' Assets to become a subordinate or a mere minority stakeholder. It is an invitation into a permanent platform-level partnership.
The message to Kickin' Assets should be ambitious but disciplined. This proposal is not asking him to become an employee or a mere channel partner. It is inviting him to become the founding minority partner in an APX-led sports-franchise platform. The JV allows him to convert his access, operating judgment, and sports credibility into an equity stake in a larger enterprise. It gives him adjacency to the Cali pathway and future APX-led opportunities without forcing him to independently build or bankroll the institutional infrastructure necessary to compete at that level.
At the same time, the proposal is attractive because it is grounded. APX is not pitching a theoretical platform. APX can point to existing structures that already prove the relevant mechanics: fundraising architecture, exclusivity, transition support
The closing idea for the presentation should be that the market rewards organized platforms, not improvised collaborations. A Delaware parent with one operating narrative, one governance system, one economics engine, and one protected pipeline is simply more credible than two parallel agreements pointing in roughly the same direction. This is the move that turns cooperation into a real institution.
| Entity Layer | Purpose | Ownership | Comments |
|---|---|---|---|
| Delaware parent JV | Central governance, pipeline ownership, platform economics | 70% APX / 30% Kickin' Assets | Manager-managed LLC. |
| SPV 1: Everett path | Asset-specific rights and capitalization | Parent-owned or partner co-owned | Ring-fenced for local approvals. |
| SPV 2: Cali-adjacent project | Club transaction and related execution rights | Case-specific | Can hold advisory, equity, or services economics. |
| SPV 3+: Future franchises | Future sports opportunities | Case-specific | Allows clean expansion without disturbing parent governance. |
Strategic planning, capital markets, token rails, media systems, investor network, institutional credibility.
USL pathway, local execution, league relationships, field credibility, community access.
Combined capabilities across all service lines and operating domains.
| KPI | Target Range | Owner | Review Cadence | Why It Matters |
|---|---|---|---|---|
| Qualified opportunities screened | 12 to 20 | APX + Kickin' Assets | Monthly | Measures pipeline velocity. |
| Live mandates or controlled opportunities | 3 to 5 | APX-led | Monthly | Signals platform relevance. |
| Institutional investors engaged | 30 to 60 | APX capital-markets team | Quarterly | Tests fundraising reach. |
| Indicative terms or LOIs secured | 2 to 4 | Joint | Quarterly | Shows conversion. |
| Strategic / media / sponsor partners activated | 3 to 6 | APX commercial team | Quarterly | Builds non-deal monetization. |
Target months for key platform milestones in the first year of operations.
The following appendix preserves and expands the fuller narrative discussion for presentation use. It is intentionally more detailed than the executive body and is designed to give Kickin' Assets and his team a complete strategic, legal, and commercial rationale for the proposed parent platform.
A new Delaware manager-managed LLC to serve as the permanent parent entity for a multi-asset sports franchise platform.
This executive summary position paper sets out the strategic case for forming a new Delaware joint venture platform between APX Group and Sat Dhinsa and/or his designated vehicle. The purpose of the proposed entity is to become the centralized operating, fundraising, acquisition, commercialization, and strategic-development platform for APX's sports-franchise activities, with an initial focus on opportunities linked to the existing KickinAssets and América de Cali tracks and with a broader mandate to pursue future sports-franchise, club, league, media, fan-engagement, and token-enabled opportunities. The proposal is built directly on two existing contractual pillars already in the APX ecosystem. The first is the signed Strategic Joint Execution Agreement between APX and Kickin' Assets Sports Inc., which already frames APX and the company as participants in a coordinated joint execution program covering fundraising, strategy, marketing, optional tokenization and blockchain workstreams, potential APX equity participation, and a structured operating cadence. The second is the APX Foundation term sheet for the América de Cali opportunity, which already positions APX as the exclusive lead strategic advisory and fundraising services provider responsible for the fundraising program, investor process, escrow architecture design, reporting stack, token-enabled participation mechanics, and post-closing ownership alignment. The recommendation in this paper is that the strongest structural logic from both documents should now be elevated into one standing Delaware platform rather than continuing to live in separate deal-specific agreements.
At the highest level, the proposed structure is straightforward. A new Delaware manager-managed limited liability company would be established as the parent sports-franchise platform. APX or its designated affiliate would hold seventy percent of the economic and governance position. Kickin' Assets and/or his designated vehicle would hold thirty percent. The entity would not be limited to one transaction. Instead, it would serve as the umbrella through which the parties source, evaluate, structure, finance, acquire, recapitalize, operate, advise on, and commercialize sports-franchise opportunities. Where asset-specific considerations require it, the parent platform would create one or more special-purpose subsidiaries beneath it, allowing different clubs, leagues, and markets to be ring-fenced at the subsidiary level while preserving one common governance and strategic engine at the top.
The practical commercial bargain is equally straightforward. APX contributes the institutional machine. Kickin' Assets contributes the operating bridge. APX's contribution includes fundraising architecture, investor access, capital-markets support, strategic planning, negotiation support, commercial positioning, media and brand systems, blockchain and tokenization capabilities, treasury and proof-of-funds tools, diligence and reporting frameworks, and the broader cross-border APX ecosystem. Kickin' Assets contributes the U.S. sports-franchise operating perspective, the Everett pathway, practical USL knowledge, relationship access, local credibility, and the field-level operator insight that helps a sports deal move from pitch deck theory into executable reality. APX receives majority ownership because its contribution is enterprise-level, continuing, and platform-defining. Kickin' Assets receives a meaningful minority stake because his contribution is highly valuable, access-driven, and central to execution in the target sports-franchise vertical.
The strategic upside for Kickin' Assets is particularly compelling. He gets a seat inside a much broader APX-led sports platform, including practical adjacency to the Cali opportunity and future deals, without being required to build or finance the institutional infrastructure himself. The strategic upside for APX is that APX secures a formalized U.S. sports-franchise operator channel and USL-facing bridge, rather than relying on one-off collaboration around individual opportunities. The platform therefore converts bilateral cooperation into institutional alignment. That is the central thesis of this paper.
D.2 — Core ThesisAdvisory retainers, transaction success fees, equity stakes/warrants, token/fan products, and commercial/media activations.
The thesis behind the new vehicle is that sports-franchise opportunities should not be pursued in a fragmented way. They are too relationship-driven, too jurisdictionally sensitive, too capital-intensive, and too reputation-dependent to be run as a sequence of unrelated advisory mandates. The better model is a standing platform that can absorb opportunities as they arise, deploy a repeatable capital and operating playbook, and create cumulative value across transactions. That is what the proposed Delaware joint venture would do.
There are several reasons this matters strategically. First, franchise opportunities often move quickly at the relationship level but slowly at the formal diligence level. A permanent platform lets the parties react with speed without having to renegotiate the entire institutional architecture for every opportunity. Second, sports-franchise transactions are multidisciplinary. They sit at the intersection of acquisition finance, league approvals, operating transition, sponsorship strategy, fan monetization, community positioning, media narrative, and in some cases digital participation or tokenization. APX is already building a multi-disciplinary playbook in the Cali framework and in the KickinAssets execution agreement. The platform allows that playbook to be reused and improved rather than reinvented each time. Third, capital providers respond better to infrastructure than improvisation. An institutional story anchored by a Delaware parent vehicle, documented governance, a defined operating model, and ring-fenced asset SPVs is more credible than a loose collaboration story.
There is also a portfolio logic here. A platform can make money in more than one way. It can earn retainers, success fees, and equity on advisory mandates. It can take direct ownership in specific franchise acquisitions. It can operate shared services across multiple portfolio assets. It can create sponsor or commercial packages that cross more than one team or club. It can run media, content, or community infrastructure that becomes more valuable as additional assets are added. It can integrate token-based loyalty or member-participation systems where lawful and commercially sensible. A one-off engagement captures one fee stream. A platform captures compounding economics.
Strategic Position PaperIn that sense, the Everett and Cali tracks should not be thought of as two separate stories competing for attention. They should be treated as the first two strategic proof points of a broader sports platform. Everett and the USL relationship channel show practical U.S. operating relevance and domestic franchise access. Cali shows APX's ability to architect a club transaction with capital formation, governance design, escrow logic, community or token-enabled participation, and post-closing equity alignment. One story is operator-forward. The other is capital-and-platform-forward. Together they become the founding narrative of the Delaware JV.
D.3 — Delaware RationaleDelaware offers the most flexible, well-litigated, and commercially understood LLC regime in the United States.
Delaware is the correct legal home for the platform for reasons of flexibility, investor readability, governance discipline, and future scalability. The existing KickinAssets agreement is already governed by Delaware law and contemplates a Delaware company operating in a joint execution framework with APX. That means the parties already have a working legal and commercial template grounded in Delaware norms. Rather than introduce a new governing law and new forum risks, the platform should build on the legal environment that already exists between the parties.
A Delaware limited liability company is especially well suited to this type of venture because the proposed business is neither a passive holding company nor a simple services partnership. It is a hybrid platform that may pursue advisory revenue, acquisition revenue, carry and promote economics, equity ownership, token-enabled commercial initiatives, strategic capital support, and transaction-specific subsidiary structures. Delaware LLC law gives the parties maximum freedom to allocate rights and obligations contractually. The LLC agreement can define manager control, reserved matters, information rights, dilution mechanics, contribution obligations, transfer restrictions, deadlock resolution, non-circumvention, tail protections, and opportunity-allocation rules with precision.
Delaware is also the most legible format for future investors, banks, underwriters, strategic co-investors, or counterparties who may be asked to join one or more asset-level opportunities beneath the platform. A Delaware parent with clean subsidiary architecture reads as institutional and familiar. That familiarity helps when the platform needs to move quickly with legal counsel, financing sources, or league-side reviewers. The recommendation here is therefore not merely a convenience choice. It is part of the value proposition. The platform is meant to look and function like a serious professional enterprise from day one.
D.4 — Ownership LogicAPX contributes institutional infrastructure, capital access, and execution capability. Kickin' Assets contributes operating access, league relationships, and local market knowledge.
The proposed seventy-thirty ownership split is justified by the actual contributions of the parties and should be presented in that exact light. The platform is not being split based on a generic fairness instinct. It is being allocated according to which party is contributing the enterprise-level engine and which party is contributing the operator and access layer.
APX's contribution is enterprise-defining. It includes senior strategic management, fundraising architecture, investor mapping and outreach, materials and diligence preparation, data-room organization, transaction process management, capital-structure advice, relationship access to investment banks and underwriters, sponsor and commercial strategy, media and content strategy, optional blockchain and tokenization design, treasury credibility tools such as proof-of-funds and escrow signaling, and the larger APX ecosystem that can support execution after the first deal is signed. These are not one-time services. They are the continuing operating system of the platform. They shape the brand, the investor proposition, the governance, the process, and the monetization model.
Kickin' Assets' contribution is different but still highly material. He brings field credibility and operating practicality in the sports-franchise lane. He brings the Everett relationship context and the relevant operating structure. He brings U.S. sports-franchise know-how, including USL-facing understanding and practical relationship value. He brings the kind of local and sector-specific insight that helps determine whether a deal is not only financeable on paper but actually executable with the people who matter. This is a real contribution and deserves a significant economic seat. But it does not replace the institutional platform. It complements it.
The seventy-thirty split also solves a governance problem. If APX is going to install the Cali-style mechanism, including fundraising leadership, transaction readiness systems, token-enabled architecture where used, reporting discipline, and centralized capital and strategic support, then APX must control the platform. The Cali model itself assumes APX drives the process while the asset owner retains final asset-level authority. At the platform level, APX should be the manager and majority owner. Kickin' Assets should hold strong protection rights and meaningful participation, but not a structure that produces stalemate or blurs command. Majority control is therefore not merely an economic question. It is necessary for platform coherence.
D.5 — Cali MechanicsStructured mechanics from the Cali acquisition framework adapted for the parent JV platform.
A major part of the strategic opportunity is that the Cali framework contains a number of mechanisms that are much more valuable as platform tools than as single-transaction provisions. The proposed Delaware joint venture should therefore adopt the spirit and in many cases the operative logic of those mechanisms.
The first imported concept is exclusive platform engagement. In the Cali paper, APX is appointed as the exclusive lead strategic advisory and fundraising services provider for the fundraising program and the transaction. In the new platform, that concept should be widened. Covered sports-franchise opportunities sourced by either party within the defined scope should be presented first to the platform and pursued through it unless affirmatively declined under an agreed process. That prevents leakage, side dealing, and confusion about ownership of the opportunity pipeline.
Strategic Position PaperThe second imported concept is the integrated service stack. The Cali term sheet is useful because it does not describe APX as a narrow finder's role. It describes APX as designing, building, operating, managing, and maintaining the fundraising program, with work that can include investor materials, outreach, onboarding, diligence coordination, escrow architecture design, reporting, dashboards, compliance workstreams, and transaction readiness support. That broad institutional scope should become standard across the platform. It is one of APX's core differentiators.
The third imported concept is the retainer credit and anti-duplication philosophy. The Cali agreement is careful to say that the monthly retainer, success-based compensation, and equity participation form one integrated economic package and should be adjusted to avoid double or triple compensation. That principle is commercially intelligent. Sophisticated counterparties are more comfortable with a platform that presents a rational integrated compensation model than with one that appears to stack every possible fee. The new JV should adopt that same discipline when monetizing third-party mandates or structuring internal economics across transaction teams.
The fourth imported concept is ownership-linked value recognition. In the Cali term sheet, APX is positioned to hold a minimum post-closing equity stake with the ability for that stake to increase depending on the capital raised and deployed. That is a useful philosophy even if the exact percentages do not travel to the new entity. The point is that APX should be rewarded not only through fees but through ownership where the platform drives durable value creation. The Delaware JV itself embodies that principle.
The fifth imported concept is the transition-team flexibility. The Cali paper recognizes that a transition team can play a meaningful role and that portions of APX's earned economics may be allocated to such team members without increasing the foundation's payment burden. This is particularly relevant in sports transactions, where intermediaries, local operators, restructuring specialists, or league-side facilitators often matter. The Delaware platform should preserve the ability to create deal-specific compensation pools drawn from platform economics rather than forcing a new negotiation each time a local execution team must be assembled.
The sixth imported concept is the escrow and treasury architecture. The Cali framework contemplates a blockchain escrow wallet structure, non-withdrawability periods, and a visible framework for capital credibility. Regardless of whether each future transaction uses the same structure, the underlying logic is extremely valuable. In sports deals, seriousness matters. Visible proof of capital readiness, controlled intake mechanics, and disciplined reconciliation processes can materially improve a platform's credibility with sellers, investors, and counterparties. That capability should live inside the new JV.
D.6 — KickinAssets MechanicsOperational mechanisms from the signed Strategic Joint Execution Agreement imported into the permanent platform.
The KickinAssets agreement is, in many ways, even closer to the proposed platform than the Cali paper because it already uses the language of a coordinated joint execution program. It says explicitly that APX contributes services and institutional capabilities, while the company contributes access, information, responsiveness, and commercial consideration, with the shared objective of driving capital formation and commercial outcomes. That sentence is almost a mission statement for the new entity and should be adapted into the platform's foundational narrative.
The first major mechanism to import is the operating cadence. The KickinAssets paper sets out a practical phase structure: discovery and materials, pipeline activation, active fundraising, diligence and term optimization, and closing and transition. That is exactly the sort of reusable execution framework the Delaware platform needs. Every new covered opportunity should run through a standardized workplan with designated approval gates, reporting rhythms, and accountability tracks.
The second imported mechanism is the monetization framework for third-party mandates. The KickinAssets document uses a monthly retainer, an initial tranche placement fee pool, a scale-tranche success fee, and a retainer credit against later success economics. For platform purposes, that is extremely useful. It means the new entity can act not only as a principal investor or co-owner, but also as an advisor or capital-markets platform for third-party franchise or sports-media opportunities, generating fees even where it does not end up taking control of the asset.
Strategic Position PaperThe third imported mechanism is equity participation. In the KickinAssets agreement, APX is entitled to an advisor warrant or economically equivalent instrument, typically targeting a post-transaction fully diluted range. The exact warrant mechanics may or may not be used in each future mandate, but the principle absolutely should be preserved. Where the platform creates durable equity value, it should seek an ownership component rather than limiting itself to cash fees.
The fourth imported mechanism is APXCOIN matching allocation. The KickinAssets paper treats APXCOIN as a commercial incentive associated with monthly retainers, with clear restrictions around lockup, vesting, transfer limitations, and compliance. This is not something that should be used casually, and it should always be subject to legal review and transaction-specific appropriateness. But as a platform capability, it is powerful. It gives APX an additional economic and ecosystem tool that other sports advisory or acquisition groups do not have.
The fifth imported mechanism is exclusivity and non-circumvention. The KickinAssets agreement already creates exclusivity for APX-led fundraising sources and a tail period for introduced transactions. The new Delaware JV should strengthen that logic by making the platform the first call for covered opportunities from either side. That is the cleanest way to protect the long-term relationship. It reduces the risk that the most valuable opportunities get routed around the common vehicle once one party begins to see immediate traction.
The sixth imported mechanism is treasury-enabled credibility support. The KickinAssets paper is notable because it allows APX, where mutually agreed, to support a process with proof-of-funds, escrow signaling, bridge-capital logic, and related strategic capital mechanics without making an unconditional financing commitment. That nuance is important and should be preserved. The platform should be able to increase credibility and transaction momentum through treasury-backed tools when appropriate, while retaining discretion and legal discipline.
D.7 — Platform LogicThe platform combines five distinct revenue lanes into a single institutional vehicle.
The proposed JV should be explained to Kickin' Assets not merely as a legal restructuring, but as an economic upgrade to the relationship. Today the parties can cooperate on specific opportunities. Tomorrow they can own a common sports-franchise platform. That is a very different proposition.
For Kickin' Assets, the immediate benefit is that he enters a broader APX sports ecosystem without having to make a parallel infrastructure investment. He gets formal economic participation in an enterprise that can touch Cali, Everett, and future opportunities, rather than being limited to the economics of whichever sports-franchise track he individually controls or introduces. He also gains access to APX's institutional stack: banks, underwriters, media and content systems, token and blockchain capabilities, strategic planning, narrative packaging, investor process management, and treasury signaling tools. In practical terms, he gets to sit inside a machine that is significantly larger than a typical operator-side sports vehicle.
For APX, the benefit is not merely access. It is formalized access with alignment. APX secures a continuing operating bridge into U.S. sports-franchise opportunities, supported by Kickin' Assets' relationships and practical know-how, but housed in a platform that APX governs and can scale. That matters because APX does not want to build a sports vertical that depends on ad hoc introductions with no institutional container. The new JV creates the container.
There is also a narrative benefit. Sellers, investors, and commercial partners generally prefer a coherent story. A clear statement that APX and Kickin' Assets have formed a Delaware platform to pursue sports-franchise acquisitions and strategic collaborations together is stronger than a description of overlapping bilateral arrangements. It tells the market that the relationship is not casual, that the parties have allocated ownership and governance, and that future opportunities can be handled through one recognized institutional channel.
Strategic Position PaperThe relationship between Everett and Cali should be framed carefully. They are not the same kind of opportunity. Everett is useful as the U.S. operating bridge and USL-facing context. Cali is useful as the proof that APX can construct a club transaction with a capital-formation and governance architecture that is more sophisticated than ordinary sports advisory work. The Delaware JV turns those two tracks into complementary assets inside one system. Kickin' Assets benefits because he can participate in the Cali adjacency and future APX opportunities without separate buy-in. APX benefits because it can use Kickin' Assets' operating credibility to strengthen the U.S. side of the platform. Neither side loses its identity. Both gain leverage.
It is worth stating explicitly why a standing platform is better than a continuation of separate bilateral arrangements. The first reason is speed. In sports-franchise work, the parties often need to react quickly to market chatter, ownership fatigue, emerging seller flexibility, sponsor interest, or sudden financing openings. A standing JV eliminates the delay of negotiating the same foundational points over and over again. When the next opportunity arises, the question is not whether the parties should work together. The answer is already yes, subject to the agreed covered-opportunity framework. The remaining work is transaction-specific, not relationship-specific.
The second reason is discipline. Separate arrangements create a tendency for each new opportunity to drift in structure, fee logic, governance, and narrative. That can produce inconsistency and unnecessary friction. A platform creates standards. It establishes how opportunities are triaged, which party leads which workstream, how external advisers are engaged, how economics are captured, how reporting is delivered, and how approvals are escalated. Over time, that discipline becomes a competitive advantage. The platform gets faster because it repeats a known operating rhythm.
The third reason is capital efficiency. Investors and counterparties generally reward platforms that can show repeatability, not just enthusiasm. A platform can present a credible pipeline, shared infrastructure, recurring governance, and re-usable diligence systems. That lowers the marginal cost of each additional opportunity. The first transaction may be expensive and documentation-heavy. The fifth one should be materially easier because the playbook, materials, and operating architecture already exist.
The fourth reason is stronger economics. Under disconnected bilateral agreements, a party often captures only the narrow economics attached to the specific engagement. Under a platform model, those economics can stack intelligently. A single opportunity may generate fees, equity, sponsor revenue, media value, and shared services opportunities that benefit the parent vehicle. A platform is therefore better at preserving enterprise value that would otherwise leak into siloed deal terms.
The fifth reason is talent and partner magnetism. External strategic partners, underwriters, banks, and specialized operators are more likely to engage deeply with a platform that appears durable than with an ad hoc team formed around one asset. Durability is attractive. It signals that effort spent building with the platform may have value beyond one closing. This can materially improve the quality of counterparties the venture is able to attract.
D.8 — GovernanceManager-managed LLC with APX as managing member. Reserved matters require Kickin' Assets consent for structural decisions.
The governance framework should be one of controlled flexibility. The platform should be manager-managed, with APX controlling ordinary-course strategy, execution, and budget deployment, while Kickin' Assets retains meaningful information rights, participation rights, and consent rights over a defined set of major decisions. The point is not to create an imbalance that makes Kickin' Assets feel ornamental. The point is to avoid paralysis in a platform whose success depends on execution speed and institutional consistency.
Ordinary-course matters should sit with APX-controlled management. That includes platform strategy, branding, workplans, external advisers, fundraising process design, investor materials, diligence workflow, partner outreach, and subsidiary structuring below agreed thresholds. Major matters should require either supermajority board approval or specific minority consent. Those should include issuance of platform equity above defined thresholds, sale of substantially all platform assets, amendment of core economic provisions, entry into affiliate transactions outside the ordinary course, dissolution, admission of a new strategic platform partner, debt above a negotiated threshold, and material changes to the business purpose.
Strategic Position PaperKickin' Assets should receive formal access to quarterly reporting, pipeline summaries, budget and cash updates, and notice of major proposed transactions. He should also be represented in a transaction committee or strategic committee for covered sports opportunities, particularly those involving U.S. soccer, USL-related channels, or operating matters where his insight is most valuable. That helps make the relationship real without requiring co-management of every daily decision.
One critical clause in the LLC agreement should address opportunity allocation. Covered sports-franchise opportunities sourced by either side within defined sectors and geographies should belong first to the platform, subject to a clear presentation-and-decline process. This is essential. Without it, the venture is vulnerable to erosion the moment a particularly attractive opportunity appears. The platform must be the default home, not one option among many.
Another critical clause should address continuation economics. Deals that are sourced, introduced, negotiated, or materially advanced during the life of the venture should remain tied to the platform even if they close later or after a party tries to step outside the relationship. The KickinAssets tail logic already points in this direction. The platform agreement should strengthen it at the venture level.
D.9 — Revenue ModelFive revenue lanes scaling from $1.1M Year 1 to $9.5M Year 5 under base case assumptions.
The new platform should be designed to make money through multiple channels, because that is how it becomes strategically durable. There is no reason to limit the Delaware JV to a single revenue archetype.
The first channel is platform-level ownership value. When the platform owns equity in an asset-level SPV, any appreciation, sale, dividend, or refinancing can drive value at the parent level. APX and Kickin' Assets then share that according to the platform cap table, unless a specific asset-level waterfall says otherwise. This is the most obvious long-term value path.
The second channel is advisory revenue. The platform should be free to take on third-party mandates for owners, teams, clubs, or investors that need fundraising, strategic repositioning, sponsor optimization, media packaging, tokenization design, or acquisition support. Those mandates can use the KickinAssets logic of monthly retainers, reimbursable expenses, initial-tranche fee pools, scale-tranche success fees, and equity participation. This creates current cash flow without requiring every project to become a principal investment.
The third channel is transaction fees and promote economics. In some deals the platform may structure and syndicate capital, secure investor commitments, build a sponsor package, or negotiate a commercial package that merits a fee or promote independent of direct ownership. This gives flexibility in structures where outright acquisition is not available or not yet desirable.
The fourth channel is media and commercial monetization. APX's institutional service stack explicitly includes marketing, narrative engineering, sponsor activation design, and content monetization strategy. A sports-franchise platform can use that capability across multiple assets. There may be value in content production, streaming, fan experiences, sponsorship bundles, league-linked commercial activations, and digital community programs that are larger than any single asset. This is especially important because sports-franchise economics are increasingly influenced by media and fan-engagement quality, not just match-day or gate revenue.
Strategic Position PaperThe fifth channel is token and ecosystem-linked economics where lawful. Token-enabled membership or fan-participation systems, APXCOIN-based incentives, treasury signaling, or blockchain infrastructure can create differentiated community-building and financing possibilities. These tools must never be used casually or without legal review. But when structured correctly, they can increase fan engagement, create loyalty layers, and strengthen a platform's identity in a way traditional sports-holding companies cannot easily replicate.
The sixth channel is shared services. Once the platform holds multiple assets or mandates, it can centralize investor relations, strategic planning, reporting, sponsor sales support, digital community operations, and certain administrative functions. Shared services create margin expansion and operating leverage. That is one of the biggest reasons to build a platform instead of a sequence of disconnected projects.
From Kickin' Assets' perspective, this multi-channel structure is a feature, not a complication. It means his thirty percent position is not limited to one transaction's outcome. It is exposure to a broader enterprise that can accumulate value in different ways over time.
D.10 — Use CasesConcrete examples of how the platform deploys capital and captures value across multiple sports franchise opportunities.
The proposed Delaware JV should be drafted broadly enough to accommodate several kinds of opportunities. The first and most obvious use case is principal acquisition or recapitalization. In this scenario the platform forms an SPV, assembles capital, negotiates the purchase or recapitalization of a sports franchise or club, and then participates in ownership and post-close value creation. This is the clearest fit for a Cali-type opportunity and may also apply to selected U.S. franchise pathways depending on league and ownership requirements.
A second use case is strategic advisory with equity participation. Here the platform does not acquire control of the asset but is retained to lead fundraising, sponsor strategy, transaction readiness, investor process management, or strategic repositioning. Instead of relying only on cash fees, the platform also secures warrants, equity, or an economically equivalent participation right. This is effectively the KickinAssets logic expanded into a repeatable service offering.
A third use case is a bridge or treasury-backed credibility role. Certain opportunities may not initially need full acquisition financing but may need visible seriousness in order to reach the next stage of negotiation. The platform can support that through escrow design, capital-readiness structures, proof-of-funds signaling, or coordinated banking and investor introductions. Even where the platform is not the primary capital provider, the ability to make a transaction feel real can itself be monetizable and strategically valuable.
A fourth use case is commercial and media acceleration. A club or franchise may not be immediately saleable but may need a better sponsorship strategy, media package, fan-engagement architecture, or digital community layer before strategic capital becomes available on attractive terms. Because APX's service stack includes strategy, narrative engineering, commercial acceleration, and media planning, the platform can take on opportunities that begin as commercial interventions and later convert into financing or ownership events.
A fifth use case is token-enabled community participation. In some markets and structures, fan or member participation can be formalized in a compliant and commercially thoughtful way. The Cali framework is especially important here because it demonstrates that APX is already thinking in terms of token-enabled participation, membership functionality, allocation logic, and transparent reporting. This does not mean every future deal becomes a token deal. It means the platform has one more arrow in its quiver where community engagement and differentiated fundraising can create leverage.
Strategic Position PaperA sixth use case is portfolio-level sponsor and partnership aggregation. Once the platform controls or advises on more than one asset, it may be able to negotiate sponsors, media campaigns, or strategic partnerships across the portfolio rather than asset by asset. That creates scale economics and can make the venture more attractive to national or international commercial partners who would not otherwise engage with a single smaller club or franchise.
Illustrative roadmap for platform formation, opportunity consolidation, fundraising activation, and first monetization events.
D.11 — Risk FrameworkComprehensive risk identification across securities, league, execution, perception, governance, capital, and key-person dimensions.
Because the platform sits near securities activity, sports-regulatory approvals, digital assets, and cross-border dealmaking, the documentation and operating discipline have to be strong from the start. The good news is that both existing APX agreements already reflect a serious compliance posture. They expressly state that APX is not providing banking, regulated broker-dealer, custodial, trustee, or licensed investment-advisory services unless the relevant licensed party is engaged. They also contemplate structuring around legal requirements rather than pretending the rules do not exist. The new platform should continue that approach.
The first compliance principle should be that any activity requiring licensed intermediaries will be routed through duly engaged registered parties. If a broker-dealer, placement agent, underwriter, or other regulated intermediary is required for a particular capital raise or geography, the platform should work with one. The platform's value is not reduced by using the right regulated partner. On the contrary, that often increases credibility.
The second principle should be transaction-specific legal analysis. Not every sports deal will raise the same issues. League restrictions, foreign ownership rules, local licensing, sanctions screening, AML procedures, marketing restrictions, and data-handling requirements can differ materially. The platform should therefore build a standard legal diligence track into every covered opportunity rather than relying on informal judgment.
The third principle should be careful use of digital assets and token-linked mechanics. APXCOIN and related ecosystem tools can be a differentiator, but they must be positioned and documented correctly. The platform should never treat them as a one-size-fits-all substitute for ordinary financing. Instead, they should be deployed selectively, with clear disclosures, transfer restrictions, compliance checks, and transaction-level legal sign-off.
The fourth principle should be governance hygiene. All equity grants, warrants, economic-equivalent instruments, admissions of new members, and asset-level ownership structures should be documented in definitive agreements with the necessary board, shareholder, league, and regulatory approvals. That is especially important in sports because counterparties often care not just about economics but about who has governance rights and how control is exercised.
The fifth principle should be reputational discipline. Sports deals are public-facing, emotional, and often political. The platform should assume that counterparties, fans, communities, and the press may all react to a transaction. APX's media and narrative capabilities are therefore not just marketing tools. They are part of transaction risk management. This is another reason the platform model is superior to a simple investment partnership. It can manage the story as well as the numbers.
Strategic Position PaperFormation through first transaction within 12 months, with phased milestones and accountability.
The fastest path to execution is a staged documentation and launch process. Stage one should be a principals-level position paper and summary term sheet. This document is intended to serve as the position paper. The next piece should be a concise term sheet that Kickin' Assets can review quickly, setting out ownership, governance, business purpose, covered opportunities, contribution logic, exclusivity, reserved matters, continuation economics, and next-step documentation. Stage two should be a Delaware LLC term sheet or heads of terms with enough precision to instruct counsel. Stage three should be the full LLC agreement, together with any contribution agreement or side letter needed to contribute Everett-related rights, relationships, or structures into the platform to the extent that is commercially agreed. Stage four should be a covered-opportunities schedule, non-circumvention covenant, and a standard transaction protocol for future SPVs. Stage five should be the first live opportunity integration, whether Cali-adjacent, Everett-adjacent, or another sports-franchise lead.
Operationally, the platform should begin with a ninety-day launch plan. In the first thirty days the parties should finalize legal documentation, agree a governance calendar, define the covered opportunity map, and install a reporting and approval cadence. During days thirty-one to sixty the parties should consolidate current opportunities, identify the top priorities for live pursuit, map the relevant investor and banking universe, and build the standardized materials and data-room architecture. During days sixty-one to ninety the parties should have the platform outward-facing: active outreach, mandate discussions, transaction committee meetings, and at least one live subsidiary structure or third-party engagement under review.
The first twelve months should be judged against a small number of measurable goals. Those should include successful formation of the Delaware parent, adoption of a functioning opportunity-allocation regime, launch of at least one monetizable mandate or asset-level SPV, establishment of an investor and partner pipeline, and production of at least one visible demonstration of the platform's differentiating capabilities, such as an escrow-backed credibility package, a sponsor-led commercial acceleration plan, or a compliant token-enabled fan or member framework. The point is not to create administrative busywork. The point is to show quickly that the platform is not merely a paper alliance.
D.13 — Negotiation PositioningFraming the proposal as a platform-level partnership invitation, not a subordination.
In presenting this to Kickin' Assets, APX should be ambitious but disciplined. The message should be that APX is inviting Kickin' Assets into a much larger sports-franchise enterprise, not trying to absorb his identity. He should hear clearly that the thirty percent position is real, that his operating contribution is valued, and that the platform is designed to expand the opportunity set available to him. But he should also understand why APX must hold control. APX is contributing the institutional stack, the capital architecture, and the strategic systems that define the platform. Majority control is the natural expression of that reality.
The pitch should focus on four themes. First, scale. Kickin' Assets gets exposure to more than Everett or any one U.S. opportunity. Second, leverage. He can participate in APX's broader Cali and future sports pipeline without paying to build the machine. Third, credibility. The Delaware platform, APX infrastructure, and cross-border investor story materially improve the quality of future discussions with counterparties. Fourth, repeatability. This is not a one-deal arrangement. It is a standing sports-franchise business with room to grow.
At the same time, the paper should recognize a few likely questions. Kickin' Assets may ask what exactly he is contributing and whether his thirty percent is fully vested or subject to performance conditions. APX should be prepared to answer that his contribution is strategic and operating rather than cash-driven, but that the LLC agreement can include good-faith performance covenants around responsiveness, opportunity presentation, and active support of platform initiatives. He may ask whether Cali economics are automatically folded in. The better answer is that the platform will be the natural vehicle for future collaboration and where feasible for economic participation, but asset-level details will still depend on the relevant counterparties, approvals, and definitive documents. He may ask whether APX can bring in additional partners later. The answer should be yes, but only under controlled dilution and reserved-matter protections that recognize Kickin' Assets' position. That answer is important because a platform with no ability to evolve is less valuable than one with clear admission mechanics for future strategic capital or institutional partners.
The tone of the negotiation should remain constructive. This is not a hardball control grab. It is a proposal to create a serious institutional platform whose value exceeds the sum of the existing bilateral pieces.
A final advantage of the platform model is that it allows the parties to distinguish clearly between platform governance and asset governance. This is often where sports ventures become muddled. People confuse ownership of the parent enterprise with control of the operating club, or they assume that whoever sources a deal should permanently govern the entire venture. By using a Delaware parent and asset-level SPVs, the JV can preserve one clean rule set at the top while tailoring club-specific governance to league requirements, seller sensitivities, local law, or investor expectations. That makes the structure far more resilient. It also means the parties can tell counterparties, truthfully, that the platform is stable even when the ownership or control arrangements at the asset level need to be bespoke.
The platform also creates a better framework for continuity after closing. Many advisory groups are strong before a transaction closes and weak after. Their economics end at the closing table, which means their incentives fade precisely when implementation begins. Here, by contrast, the platform is intended to own, participate, advise, and monetize over time. APX's operational and reporting architecture and Kickin' Assets' practical sports operator input become more valuable after closing, not less. That continuity is a real selling point to investors and counterparties who worry about post-close execution risk. It also reinforces the logic of a majority-controlled APX platform with a committed operator partner, rather than a simple fee-sharing arrangement.
Strategic Position PaperFor those reasons, the recommendation is not merely to form a JV in principle, but to form a platform with enough legal breadth and economic sophistication that it can still be the right container two or three years from now. If drafted correctly, the LLC agreement should not need to be reinvented every time a new club, franchise, or sports-adjacent commercial opportunity appears. It should instead function as a durable constitutional document for APX's sports vertical, with Kickin' Assets as the founding operating partner on the U.S. side and an economically meaningful participant in the broader upside.
In short, the platform should be drafted for durability, monetization breadth, and institutional credibility from day one, because those three attributes will determine whether this becomes a genuine APX sports enterprise or merely another interesting but temporary collaboration.
The proposed Delaware joint venture is the right next move because it consolidates two already promising but currently separate tracks into one institutional sports-franchise platform. The KickinAssets agreement proves that APX and Kickin' Assets can work together under a Delaware law framework with defined workstreams, monetization mechanics, optional equity alignment, APXCOIN incentives, and a structured operating cadence. The Cali term sheet proves that APX can build and run a complex fundraising and strategic architecture around a football-club transaction, including exclusivity, investor process design, escrow logic, reporting discipline, post-closing equity thinking, and token-enabled participation mechanics. The new Delaware platform should now absorb and elevate the best of both.
The venture is strategically attractive because it aligns what each side actually brings. APX contributes the institutional engine, capital-markets relationships, strategy, media and growth capability, treasury-backed credibility tools, and optional token and blockchain architecture. Kickin' Assets contributes the operating bridge, the Everett pathway, U.S. sports-franchise know-how, and the USL-facing relationship channel. The seventy-thirty split expresses those contributions in a way that is commercially fair and operationally usable. Kickin' Assets gets entry into APX's broader sports-franchise ecosystem without needing to build or fund the entire infrastructure himself. APX gets the formalized sports-operator and U.S. league-access channel it needs to scale a real sports vertical. Both parties get a more credible, repeatable, and monetizable platform than they would have by continuing to work only through separate deal-specific agreements.
That is the essence of the recommendation. Build the platform. Put the strongest APX mechanisms into it. Give Kickin' Assets a genuine stake in the upside. Keep APX in control of the machine. Then use Everett, Cali, and future opportunities as the first wave of proof that the model works.
APX Corporation Inc. & Kickin' Assets Sports Inc.
Delaware Joint Venture Platform — March 2026
