Mechanus IQ · Mission Control

MIQ Financial Model & Path to Revenue

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One operative pricing model, two held options. The canonical headline is the Founding Dealer Base gross scenario: scoped-rooftop base retainer, scoped module revenue, and performance fees on Qualified Recovered Leakage. Lender and Singularity platform options remain $0 until their gates clear.

MODEL · not measured Act 1 = the only cash engine Private · Bowen & Dan

Source: financial/founding_dealer_network_model.py (Founding Dealer Base) · generated 2026-06-12 · re-scope chain OQ-2026-119 (Act-2) / -120 (Act-3) / -121 (raise reconciliation) / -122 (IV-2a operative pricing)

Y5 canonical gross

$8.74M

Founding Dealer Base

5-yr gross revenue

$21.90M

base + modules + performance

5-yr EBITDA

$17.68M

after reserves and opex

4x exit basis

$34.96M

4x Y5 gross revenue

The clean number

canonical = Founding Dealer Base gross

Year	Clients	Rooftops	Base retainer	Modules	Performance	Gross revenue	Economic revenue	EBITDA	Margin
Y1	3	9.7	$582K	$87K	$83K	$752K	$746K	$386K	51.3%
Y2	8	25.9	$1.55M	$233K	$262K	$2.05M	$2.03M	$1.61M	78.5%
Y3	15	48.5	$2.91M	$436K	$756K	$4.10M	$3.96M	$3.24M	79.1%
Y4	22	71.1	$4.27M	$640K	$1.35M	$6.26M	$6.03M	$5.13M	82.0%
Y5	30	97.0	$5.82M	$873K	$2.05M	$8.74M	$8.41M	$7.31M	83.7%
5-YR	30	97.0	$15.13M	$2.27M	$4.50M	$21.90M	$21.18M	$17.68M

Total = IV-2a Founding Dealer Base gross. Economic revenue subtracts the Recovery Credit Bank, Strategic Dealer Note reserve, and payment-cost assumptions before EBITDA. Y5 scope: 97.0 scoped rooftops, $5.82M base retainer, $873K modules, and $2.05M performance fee.

Three acts, one cash engine

ACT 1Live · the engine

Founding Dealer Network

Scoped rooftops + scoped modules + qualified recovery

$8.74M

Y5 canonical gross revenue (base case)

The only line we plan and survive on. Base retainer is scoped per rooftop, modules add scoped revenue, and performance fee applies only to Qualified Recovered Leakage under a signed SOW. Pre-revenue today, so the load-bearing recovery inputs remain pilot-gated.

Prove it: first mini-audits + pilot recovery rate (the [E1] variable)

Scale trigger: 3 paying dealers / ~$15K MRR → first hire

ACT 2Gated option

Lender anomaly intelligence

Sell dealer-risk signal to the lenders defrauded

$0 → ~$0.75M

$0 canonical now · base option Y5 ~$0.75M (range $0.30M–$1.60M)

Bottom-up option value = paying-lender logos × price/logo/yr ($150K–$400K). Not bankable revenue. Pursuing it early can poison Act-1 dealer trust, so it stays at $0 until proven.

Gate A: counsel clears a paid lender-facing structure

Gate B: one paid lender pilot closes (signed + invoiced)

ACT 3Held option

Singularity DMS platform

Full-stack dealership OS · licensed to MIQ

cut from canonical · no model line

The circular pilot revenue and self-funded build cost are stripped. The real optionality is a lottery ticket already owned — the incorporated entity plus the royalty-free perpetual licence — held at no ongoing cost, not booked as a forecast.

Convert when: Act 1 at 10–15 rooftops w/ positive economics + bridge closed; Act 2 counsel-cleared & recurring; $5–13M build raise identified

The path to get there

gates, not calendar dates

Now → Year 3

Run Act 1. Nothing else.

Founder-led sales on the BC RIA 2027 wedge. Land pilots, measure real recovery, build the data corpus. Every dollar of the forecast is unproven until a mini-audit turns into realized recovery.

First-hire trigger: 3 paying dealers / ~$15K sustained MRR — revenue-gated, not calendar-gated.

Gate · Act 2 unlock

Earn the right to sell lenders.

Only after ≥2 measured Act-1 case studies and a counsel opinion on the conflict of being paid by a lender to score that lender's dealers. Build the prerequisites for free during Act 1: anonymized-reference consent in every MSA, and a mini-audit→recovery pipeline that auto-produces case studies.

Unlocks: Act 2 option (~$0.75M base Y5) enters the model only when Gate A + Gate B both close.

Gate · Act 3 conversion

Only then, consider the platform.

No Singularity spend until Act 1 is at 10–15 rooftops with positive economics and the bridge is closed, Act 2 is counsel-cleared and recurring, and a credible external build raise is identified. Until then the option costs nothing and is preserved by the entity + licence.

Conversion gate: $5–13M external build raise identified before any Act-3 dollar enters the model.

Pricing model · operative

IV-2a operative

Operative pricing is constitution Article IV-2a: $5,000 per scoped rooftop monthly base, scoped module revenue, and performance fees only on Qualified Recovered Leakage under a signed SOW. The superseded IV-2 fixed-retainer model is a reference comparator only. Counsel review is not a precondition to the founder pricing decision, but MSA fee-clause drafting, payment terms, attribution language, and pilot re-run evidence remain tracked work.

Scenario	5-yr gross	Economic after credits/notes	5-yr EBITDA	Dan HoldCo receipt @ 40% payout
Superseded IV-2 baseline reference	$28.63M	$28.63M	$25.13M	$3.77M
Founding Dealer Conservative	$12.37M	$12.19M	$8.69M	$1.30M
Founding Dealer Base	$21.90M	$21.18M	$17.68M	$2.65M
Founding Dealer Aggressive	$33.91M	$32.59M	$29.09M	$4.36M

The last column is a corporate distribution receipt, not Dan's personal-net target. The Founding Dealer Base row is the canonical interim basis. Qualified-recovery subset, recovery rates, attribution windows, payment costs, and personal extraction haircuts remain UNKNOWN until pilot, accountant, and contract evidence exists. At 40% payout, none of the scenarios nets Dan $4.50M personally. At a 35% personal-extraction haircut, the Founding Dealer Aggressive case requires about a 63% payout rate. Source: financial/founding_dealer_network_model.py.

Open after operative promotion (tracked as OQ-2026-122 in the registry)

Operative guard: Article IV-2a is promoted; Article IV-2 is superseded reference material only.
Dan target basis corrected: $4.50M is personal net, not Dan HoldCo gross receipt.
Recovery rate [E1] and the qualified-recovery subset (20–50%) are UNKNOWN until first data ingestion. No pilot data.
Contract/accounting work: MSA fee clauses, payment-cost treatment, note mechanics, attribution windows, tax treatment, and disclosure language still need drafting/review before external contract use.
Founder decision already recorded: Bowen + Dan ratified IV-2a as operative; future changes require a new register/constitution update.

Startup funding package

$250K bridge · CPA package

Locked target: $250K CAD. The base package is a four-month $138,140 bridge with $119,840 recurring costs, $18,300 one-time setup costs, and $29,960 monthly recurring burn. Grants, SR&ED, IRAP, Mitacs, Scale AI, Innovate BC, Alberta Innovates, DIGITAL, ISC, CanExport, BDC, and Futurpreneur are risk-reduction paths only. They are not cash in the runway until awarded, earned, or contractually approved.

Item	Amount	Status
Target raise	$250K CAD	STATED BY USER 2026-06-12
Four-month package	$138,140	VERIFIED local workbook
Recurring bridge costs	$119,840	VERIFIED
One-time setup costs	$18,300	VERIFIED
Monthly recurring burn	$29,960	VERIFIED
Modeled runway	7.73 months	MODEL after one-time costs

Expense group	Amount	Basis
Founder operating runway and wages	$84,000	House $16,000 + wages $68,000
Travel and field selling	$17,800	Car rentals, flights, hotels, fuel, wine and dine
Platform and admin	$5,040	Tokens, internet, FreshBooks, GitHub, bank fees
Insurance	$5,000	Bridge-window insurance allocation
Other recurring	$8,000	Food allocation outside field selling
One-time setup	$18,300	Legal, contingency, laptop, suits

Payment costs and grant lane

Card fees and fast-pay discounts are UNKNOWN until the accountant sets processor rate, fixed transaction fee, payment mix, and any discount.
Current model default: pass-through/no absorbed card fee or fast-pay discount. If MIQ absorbs costs, subtract card_paid_revenue x card_processor_rate + fast_pay_revenue x fast_pay_discount_rate + fixed_processor_fees before EBITDA and before any note base defined as net collected revenue.
Founder incentive: the legacy 40% retainer discount is retired. The operative incentive package uses lower founding performance share, Recovery Credit Bank, selective Strategic Dealer Notes, and future network-pool eligibility where those terms are documented in the governing SOW/MSA.
Alberta: founder-stated Alberta footprint moves Alberta Innovates from watchlist to active eligibility lane. Exact eligibility remains UNKNOWN until Alberta footprint mechanics and live intake status are documented.

Read this before quoting any number

Every figure here is MODEL / UNKNOWN. There is zero pilot data. None of it is measured.
The entire Act-1 forecast rests on the recovery rate [E1] (35–65%) and a per-client leakage assumption. One real mini-audit changes everything; until then, discount it.
Act 2 and Act 3 are $0 in every canonical, break-even, survival, and exit number until their gates clear. Do not let the option values seduce early spend (Killer-4).
The legacy 40% founding discount is retired. The incentive is now a recovery-rate and participation design, not a retainer discount.
Do not quote internal rates, credits, notes, network-pool economics, attribution rules, or MSA fee clauses externally unless the applicable SOW/MSA language is documented and approved.
Do not anchor a raise on these. The clean path is: prove Act 1 recovery first.