RegenHub elected partnership tax treatment under Subchapter K — a deliberate departure from the Meadow source template's Subchapter T (cooperative taxation). This is the most significant structural adaptation.
| Dimension | Subchapter T (Meadow) | Subchapter K (RegenHub) |
|---|---|---|
| Tax entity | Cooperative | Partnership (Form 1065) |
| Member reporting | Qualified written notices | Schedule K-1 |
| Loss treatment | Board discretion | Pass-through per patronage formula |
| Capital accounts | Equity account (cost basis) | IRC 704(b) book + parallel tax |
Why Sub K? The venture studio model requires: (1) loss pass-through to members during formation years, (2) flexible allocation of different income/loss types, (3) capital account precision for multi-class membership with varying economic interests.
Each member maintains two parallel accounts:
Tracks member's tax basis in cooperative interest. Used for K-1 preparation. May diverge from book account due to 704(c) layers and timing differences.
Attorney review required: Jeff Pote must confirm QIO vs. DRO election, liquidation distribution language, and 704(c) method selection (Traditional / Curative / Remedial).
| Factor | Weight | Measurement |
|---|---|---|
| Labor | 40% | Hours contributed to cooperative operations and ventures |
| Revenue | 30% | Revenue generated or attributed to member activity |
| Capital | 20% | Cash and non-cash capital contributions |
| Community | 10% | Governance, education, outreach, community development |
FSC initiated parameterization March 18-19, 2026. Operational definitions (how each factor is measured) are the FSC's primary task.
The Habitat patronage engine was validated (March 17, 2026): 184 passing tests across 7 engine test files. Full lifecycle coverage: contribution recording, allocation calculation, distribution, equity tracking. Ready for production once FSC finalizes measurement methodology.
Bylaws use percentage weights (40/30/20/10) with categories Labor, Revenue, Cash, Community. Habitat templates use multiplier weights (1.0x, 1.5x, 0.5x, 1.0x) with categories Labor, Expertise, Capital, Relationship. The bylaws govern; the engine implements. These must be formally aligned.
| Stream | Source | Status |
|---|---|---|
| Space revenue | Coworking, hot desks, dedicated desks | Active (~$4K/mo) |
| Education revenue | LearnVibe.Build AI courses (3 tiers) | Launching April 2026 |
| Institutional partnerships | Community coworking + meetup hosting | Committed ($20–25K) |
| Event space | Studio rental, programming, Sundance potential | Emerging ($10–30K/yr potential) |
| Venture reciprocity | 1% commitment + 10% equity gift | Committed (3 ventures) |
| Horizon | Mechanism | Duration |
|---|---|---|
| Equity | Stake in cooperative + venture ecosystem | Long-term |
| Royalties | IP licensing, pattern deployment returns | Medium-term |
| Patronage | Periodic allocation based on contribution | Current period |
Each venture commits 10% of its equity to RegenHub as a cooperative gift:
| Pool | Allocation | Purpose |
|---|---|---|
| Basket fund | 1-2% per venture | Available to investor members |
| Balance sheet reserve | 8-9% per venture | Held by cooperative for future seasons |
| Venture | Domain | Lead | Equity Gift |
|---|---|---|---|
| Parachute | Voice-first, local-first AI | Aaron Gabriel | 10% |
| Postage | Blockchain email filtering (USDC on Base) | Lucian Hymer | 10% |
| Habitat | Legal & financial primitives, cooperative infrastructure | Todd Youngblood | 10% |
Techne Institute is explicitly outside the basket — structured as nonprofit, funded by grants and tuition.
The cooperative as local ETF: ventures gift equity into a diversified ecosystem fund. The ecosystem — not any single venture — becomes the investable thing.
The third floor lease (targeted June 2026, 12-month term) roughly doubles the cooperative's expense base. Three revenue ramp scenarios model the path to sustainability:
| Scenario | Monthly Ramp | Year 1 Surplus | Outcome |
|---|---|---|---|
| Aggressive | +$1,000/mo | ~$57K | Sustainable — both floors renewed June 2027 |
| Moderate | +$500/mo | ~$36K | Sustainable — tighter but viable |
| Conservative | +$200/mo | ~$15K | Unsustainable without additional capital |
The revenue flywheel thesis: AI education feeds coworking membership, coworking feeds community, community feeds events, events feed visibility and new members. Institutional partnerships and Sundance-season event revenue provide additional upside.
April 2026 goal: income exceeds expenses — new seats filled, all members paying on time, first education revenue.
At ~$5K/mo current MRR and a target of $10–11K/mo for both floors, the cooperative needs to roughly double its recurring revenue within 12 months. The moderate scenario ($500/mo ramp) reaches this threshold. Current growth trajectory — still being validated — will determine which scenario is closest to reality.
| Source | Amount | Terms | Status |
|---|---|---|---|
| Kevin Owocki | $50,000 | Return TBD by FSC | Committed |
| Jeremy Wood | $50,000 | Return TBD by FSC | Committed |
| Institutional partnership | $20–25,000 | Coworking access + monthly meetup | Committed (two tranches) |
| Total | $120–125K | Primary use: 1515 Walnut lease + operations | |
"This capital contribution comes with no defined return to the investor. Any such return will be discussed and approved by the member body at a future date."
— Term sheet shape, agreed February 20, 2026 (Aaron G Neyer + Todd Youngblood)
Simplified from Meadow's 4-tier to 3-tier:
Attorney review required: Jeff Pote must confirm the simplified version satisfies 704(b) requirements for liquidating distributions following capital account balances.