Black Box CapitalRoyalty forensics
Projections, not results. This is the full v2 business plan, revised after a red team. There are no customers, administrators, LPs, lenders or traction. Every forward-looking number is a projection from the assumptions in Section 11 and model.json.

Black Box Capital: Business Plan

Find the leak. Fund the catalog.

Draft v2, November 2026, revised after a three-person red team (finance, sales and go-to-market, operations). Every forward-looking figure in this document is a projection built from the assumptions in Section 11 and in model.json (generated by model_build.py v2; v1 files are kept as plan_v1.md, model_v1.json and model_build_v1.py for audit). There are no customers, administrators, partners, LPs, lenders or traction yet. Market and comparable data are cited to their sources. Where a source is thin or self-interested, or where we did not verify a figure ourselves, the text says so.


1. Executive summary

What changed in v2. The red team was right on most counts. v1's 42.7% founder IRR depended on three accounting marks, not on cash: carry crystallized on capital deployed only months before exit, an operating company valued at 1.5x revenue while it lost money on a standalone basis, and a re-rating from 7.5x to 10x. v2 removes all three. It values the opco at zero, values any fund position held under 24 months at cost, deducts 7% exit costs, and bases exit on NPS net of administration at 7.5x, which is no re-rating. It also rebuilds the Recover product so it no longer stacks our fee on top of a publishing administrator's commission, and it moves catalog sourcing to channels where the seller never sees our audit. The result is a smaller business and a more honest one.

The pitch in one paragraph. Independent music catalogs leak money: unregistered works, broken ISRC-to-ISWC links, unclaimed foreign and neighboring rights, and missing Content ID. Black Box Capital runs two linked businesses. (1) A lean audit business, branded separately as RoyaltyLeak (the affiliation is disclosed in every engagement letter). It sells three things: a flat-fee Fix package that files the registrations through a white-label publishing administrator, a 25% success fee on retroactive claims only, and a paid catalog valuation and leak report for estate, probate and divorce attorneys. (2) A founder-owned catalog book. We buy small catalogs, mostly through marketplaces and estates where the seller never sees our audit, at about 6x as-is trailing royalties. We then fix the leaks and keep the uplift. A pooled fund with outside capital is an option, exercised only if the founder book proves the uplift and an anchor investor commits at a size where the GP covers its own costs.

Why it can win, and what the edge really is. On a $75k catalog, every other bidder prices what the statements show. We price that too, but we also know what the catalog should earn. That edge exists only if the seller doesn't see the audit (Section 3.3). The audit business is valuable as a cheap source of data, deal flow and modest fee income. It is not a profit center.

Headline numbers (Core plan, base case, projections):

Metric Year 1 Year 3 Year 5
Revenue (fix fees, retro success fees, valuation reports, affiliate, founder-catalog royalties) $77k $227k $256k
EBITDA (incl. founder-catalog royalties) -$22k +$60k +$70k
Opco standalone EBITDA (audit business only) -$34k +$24k +$37k
New Fix clients in the year 24 60 72
Founder catalogs owned (cost) $150k $230k $230k
W-2 headcount 0 0 0
  • Founder capital: peak cumulative cash need about $309k at month 14 ($45k engine, $230k of catalogs plus 5% diligence and onboarding, and early operating losses). Deferring catalog #3 to month 24 lowers the peak to about $289k. The remaining gap to a ~$250k self-fund anchor is about $40-60k (Section 11.3).
  • EBITDA break-even: month 9 including catalog royalties. The audit business alone breaks even in Year 2.
  • Founder returns, Core (valued at month 84, no marks): 14.5% IRR, 1.81x MOIC. Valued at month 60 instead: 11.3% IRR, 1.44x. With a 10x re-rating: 16.9%. In the bear case the founder loses about $137k (0.60x).
  • The honest read: the Core plan is a mid-teens, low-labor, cash-yielding business. It is not an outsized return on its own. The outsized outcome comes from the fund option, and only if the month-24 gates pass and an anchor commits about $15M: 20.8% IRR / 2.47x in that case, and 41% IRR in the upside case (Section 12). A small fund raised from many angels (v1's design) is founder-dilutive. At $6M it returns 0.6% IRR to the founder in the base case, so we will not do it.

2. Problem and customer

2.1 The leak

Music royalties pass through a chain of matching steps: distributor to DSP, then to the MLC (mechanicals), the PROs (performance), SoundExchange (US non-interactive digital performance), foreign CMOs and neighboring-rights societies, and YouTube Content ID. Each step matches on metadata: ISRC, ISWC, IPI, title and writer splits. When a step fails, the money sits unmatched, gets paid to others by market share, or is never generated at all, as with unclaimed Content ID.

Evidence that the leak is real and permanent:

  • The MLC reportedly received over $424M in historical unmatched ("black box") streaming royalties (Billboard via The MLC). It has since matched a large share, and its match rate is reported at roughly 92% (Royalty Exchange). Each new usage month adds to the unmatched tail.
  • The MLC begins market-share distributions of unmatched royalties in April 2027, starting with 2021 usage (MBW; The MLC). The MLC says the remaining January 2021 pool is just over $6M (The MLC). Honest read: this is a reason to act now, not the business. Marketing will quote only verifiable numbers from the owner's own report (Section 8).
  • SoundExchange publishes unregistered-artist lists and holds unclaimed money for at least three years (SoundExchange; Copyright Office).
  • Estimates of total unclaimed royalties range from about $250M to $2.5B and are disputed (Interspace). One startup claims about 30% never reaches the right recipient (MBW on Claimy). That claim is self-interested, and we do not rely on it.

What v2 assumes: an eligible leak of 12% of the client's royalties, of which 55% is realized as cash. "Eligible" means the leak passed the screen in 2.2. 18% is the upside case and 8% is the kill threshold. Data is thin. No public study measures leakage for independent owners earning $15k-$250k. The Day-90 concierge test (Section 15) exists to measure it, broken out by income type.

2.2 Leak rules, with an eligibility screen

Leak Symptom Eligibility screen (new in v2)
Unregistered / unmatched mechanicals Streams on distributor statement, no MLC or admin income Writer must control the composition share; check MLC via the registered Public Search / Bulk Data access (MLC website terms prohibit unauthorized scraping, so we apply in month 1) (MLC terms; MLC data programs)
PRO title/split mismatch A co-writer's share is missing Splits must be documented; disputed splits are flagged "identified, not eligible"
No SoundExchange US non-interactive plays, no SoundExchange line Can't be inferred from distributor statements (SoundExchange pays directly). Requires the owner's SoundExchange statement or registration status
No foreign / neighboring rights Ex-US streams or radio, no society income Lag of 12-24 months is disclosed up front
No Content ID YouTube UGC usage, no Content ID revenue Exclusive rights required in every claimed territory. Leased beats, uncleared samples, compilations and previously licensed tracks are ineligible (Revelator; FUGA; iMusician)
Title variants / missing ISRC-ISWC link Income split across duplicate records Canonical work record

Every report shows identified and eligible leaks separately, by income type: publishing, masters and neighboring rights. We do not report a single blended figure. Masters income runs through the distributor and leaks less than publishing. The red team was right that one blended number overstated the opportunity.

2.3 Customers

Audit business (RoyaltyLeak).

  • Independent owners earning $15k-$250k a year: self-releasing artists with 7+ years of catalog, small publishers, small labels and producers. Owners below $15k get a self-serve DIY report with an affiliate link to an administrator. Spotify reported 71,200 artists generating $10k+ and 12,500 generating $100k+ on Spotify alone in 2024 (MBW). The distribution is heavily skewed. The model therefore uses a $25k average, which is conservative for a population with a $15k floor.
  • Estate, probate and family-law attorneys who need a catalog valuation for inventories, probate or divorce. This is a paid product (Section 3.2), and it is now the core segment for referrals.

Catalog sellers (Black Box Capital). Estates, retiring writers, small labels, and owners whose listings did not clear on royalty marketplaces.

Capital partners (option only). 1-3 family offices or one royalty lender, not dozens of angels (Section 3.4). The music ABS market is large: Concord issued $1.765B in 2025, and KBRA has rated about $12.9B since 2020 (Empower; MBW). But institutional capital does not reach catalogs this small; bankers cite deals "as small as $100 million" (Truist).


3. Solution and offer

3.1 The free audit (top of funnel), in two modes

  1. Free audit (privacy mode). The owner uploads manual CSV exports and PRO statements. Parsing runs client-side in the browser. To our knowledge the major DIY distributors don't offer read-only APIs (not verified), so v1's "authorizes read-only exports" claim is withdrawn. The free report shows dollars by leak type and income type, a decay curve and a 10-year projection. The per-song fix list is not included; it comes with engagement. This keeps the report from doubling as a do-it-yourself manual for the owner's attorney.
  2. Engaged mode. Fix and valuation clients sign an opt-in data agreement and a letter of direction. Monitoring then runs on the administrator's statement feed, not on monthly uploads from the client.

3.2 What the owner can buy (audit business)

Offer Price Notes
Fix package $1,500 flat (range $750-1,500 by catalog size) Registration batch prepared by us and filed through a white-label/B2B administrator via CWR or bulk API. The client signs with the administrator directly at its standard commission; we add no fee on top of ongoing income. Pitch: "pay once, keep what you find."
Retro success fee 25% of retroactive claims only Applies only to work/source pairs that showed $0 on the audit date. Measured on the administrator's statements and deducted at source as a payee split where the administrator supports it, so there is no invoicing after the fact
Administrator referral share ~12.5% of the administrator's commission (assumption; needs a term sheet) Zero-touch; immaterial in the model ($3k in Year 5)
Catalog valuation and leak report $2,000 (range $1,500-3,000) Co-branded, for estate inventories, probate and divorce. Not a certified appraisal; for court use we partner with a credentialed appraiser who signs
DIY report (under $15k) Free; ~$5 blended affiliate revenue per report Unverified affiliate economics

Client economics (projection): a $25k-a-year owner with a 12% eligible leak and 55% realization recovers $1,650 a year. Over 36 months, after the administrator's commission on the publishing share and our fees, the client keeps about $2,600 net, and 100% of later years (less the administrator's commission). The v1 structure took 35-40% of found money in fees. That is gone.

3.3 Selling a catalog to us: protecting the edge

The red team's central point was adverse selection: if we show a seller the uplift and then offer as-is, a rational seller fixes the leaks first and sells later. v2 changes the sourcing:

  • Primary channel: marketplaces, unsold listings and estates. These sellers never see our audit. We offer 6.0x as-is trailing royalties (base; bid range 5.5-6.5x), all cash, close in 10 business days, with no auction commission. A seller who lists on Royalty Exchange at the ~6.0x median and pays a ~15% commission nets about 5.1x, so a direct 6.0x is a genuine improvement for them. We assume 75% of purchases come through this channel.
  • Audit-sourced sellers (25% of purchases): an as-is price now plus an earnout of 30% of the value of realized uplift, paid at month 18. Telling the seller about the gap keeps the deal honest and leaves us most of the spread. Audit-to-Sell conversion is assumed at 1-2%, not v1's 5-8%. The model does not depend on it.
  • Minimum deal $75k, with diligence capped at 5% of price. In v1 a flat $6k on a $50k deal pushed the real entry multiple to 8.4x.

3.4 Holding, the fund option, and exit

Owned catalogs are held for cash yield. The administrator collects; commission-only sync agents pitch. No per-deal SPVs. If the month-24 gates pass (Section 15), we raise one pooled vehicle: a 3(c)(1) fund or a series LLC with one administrator, one waterfall, one set of K-1s and one portfolio-level credit facility once cost exceeds $3M. Terms: 1.5% management fee on invested equity, no acquisition fee, 20% carry over an 8% pref, and a 2% GP commit (an anchor may negotiate about 1%/15%). Exit is a bundle sale or a royalty-backed recapitalization, once written indications of interest from 2-3 bundle buyers support the base multiple.


4. Why now

  1. The MLC market-share distribution (April 2027) is a reason to act, not the thesis.
  2. AI makes reconciliation cheap. Parsing, title and ISRC normalization, fuzzy matching and decay fitting now run at near-zero marginal cost. A browser prototype of the audit already exists as the website centerpiece. What AI does not automate is trust and money movement: collecting, transferring title, and answering clients through collection lags. Staffing is planned around those.
  3. A hole at the small end of the capital stack. Institutional catalogs average about $23M (Citrin Cooperman). Small catalogs clear at about 6x on retail auctions (Section 12.2).
  4. Validated adjacent models, which are also competitors. Duetti has raised about $435M in total. Since March 2025 it buys publishing as well as masters, with a $2,000-a-year earnings floor and deals up to $7M (MBW; PR Newswire). A 2026 report says it has lowered its release-age threshold (Hypebot; reported by the red team, not independently verified by us). Sound Royalties reports $135M of funded advances in 2025 (MBW).
  5. Publishing keeps growing: about $10.7B (2025) to about $18.9B (2035) per Goldman Sachs (Magnetic Mag).

5. Market size (bottom-up)

All figures are estimates; the data on this band is thin.

Step Estimate Basis
Spotify artists at $10k-$100k a year (2024) ~58,700 71,200 minus 12,500 (MBW)
Share that own or control rights; at $15k+ ~40%, then ~70% Assumptions
Add songwriters, small publishers and estates +~5,000 Assumption; MLC has ~74,000 members (MLC 2025 Annual Report)
Serviceable owners at $15k-$250k ~20,000
Average royalties per owner ~$25k (v1: $40k) Conservative given the skew
Royalty flow ~$0.5B a year
Eligible leakage at 8-18% $40-90M a year Base 12%
Catalog stock at ~6x ~$3B
Annual turnover (3-5% sell each year) ~$90-150M Royalty Exchange reports ~2,300 deals and $190M historically (Royalty Exchange)

What the Core plan needs: 72 Fix clients a year (under 0.4% of serviceable owners), 36 valuation reports a year, and 3 catalog purchases in total. The fund option needs about 36 purchases over 3 years, roughly 3-5% of annual turnover. That is plausible but not trivial, and Duetti competes for the same sellers.


6. Competition and positioning

Competitor What they do Where they beat us Our angle
Songtrust / CD Baby Pro / TuneCore Publishing / Sentric Publishing administration. Songtrust: 15% performance, 20% non-performance including mechanicals, $100 per writer (Songtrust pricing, checked Nov 2026) Scale, brand, society relationships We are their channel, not a competitor: we diagnose across all streams, then file through them or a B2B administrator. No stacked fee on ongoing income
Self-serve registration (MLC, SoundExchange, distributor Content ID add-ons) Free or cheap DIY (DistroKid Content ID; Dynamoi guide) Price The black box persists because owners don't do it. Flat fee and a gated fix list. We will lose some owners to DIY, and that is fine
Royalty Exchange Auctions; ~6.0x median trailing (AltStreet); ~15% seller commission historically (Royalty Exchange) Liquidity, brand We are a buyer on and around it: direct 6.0x with no commission beats a seller's ~5.1x net
Duetti Buys masters and publishing (since 2025), $2k/yr floor, ~$435M raised Capital, speed, brand We can't outbid them on capital. We compete on deals they find too small or too messy, and they are a potential bundle buyer. No IOI exists yet
Sound Royalties / beatBread Advances Capital We do not offer advances in v2
Claimy, Muserk, UniteSync, Leftbrain AI recovery Funding, first mover Recovery is our data and deal-flow layer, not our product
Boutique funds and brokers $1M+ catalogs Relationships They rarely underwrite deals under $250k

Honest weaknesses. The audit is not a moat. Duetti is moving down-market into our seller pool. Our real advantages are cost structure, discipline on sourcing, and the proprietary data set of measured before/after uplift.


7. Business model and unit economics

Fix client (projection, fully loaded):

Line Amount
Fix fee $1,500
Retro success fee (25% x $1,650 x 0.83 years of back-claims) $342
Administrator referral share (36 months) $56
Lifetime gross fee $1,898
Fulfillment (4 hours at $45, data, payment processing) -$275
Contribution $1,623
CAC: marketing $450 + 5 assisted audits x 1.5 hours x $45 $788
LTV/CAC (fully loaded) 2.1x (v1 claimed 5.5x, unloaded)
Payback Immediate (fee collected at engagement)

If assisted audits take 3 hours each, as during the concierge phase, CAC rises to about $1,125 and LTV/CAC to about 1.4x. The audit business is a break-even-plus funnel, and the plan says so.

Owned catalog, single deal (projection, unlevered, 4-year hold). Assumptions: $75k at 6.0x as-is gross, 5% diligence, $1.5k onboarding, 10% administration, 15% uplift ramping over months 3-21, 5% decay, exit on net NPS, 7% exit costs, and the earnout blended for 25% audit-sourced deals.

Case IRR
Base: exit 7.5x net (no re-rating) 12.9%
Exit 6.0x net (market) 8.5%
Exit 10x net (re-rating) 19.2%
Uplift 8%, decay 8% 7.5%
No uplift, decay 6%, exit 6.0x 3.4%
Upside: uplift 25%, decay 3%, exit 7.5x 18.0%
v1 terms re-run on v2 basis (7.5x gross entry) 5.1%

The red team's re-computation of v1's deal math was correct. Paying 7.5x for the as-is stream handed the edge to the seller. At 6.0x the base deal earns about 13%, which is a good yield asset but not a venture return.


8. Go-to-market

8.1 First 10 customers (by title; none signed)

  1. Estate attorney needing a catalog valuation for probate inventory (paid report)
  2. Executor of a working songwriter's estate (valuation, then Fix, then possible sale)
  3. Family-law attorney valuing a catalog in a divorce
  4. Seller whose catalog failed to clear on a royalty marketplace (direct bid)
  5. Owner of a 10-20-year-old independent label with 100-500 masters
  6. A 1-3 person publisher administering 300-2,000 works
  7. Self-releasing artist with 7+ years of catalog earning $25k+
  8. Producer with 50+ credits and no administrator
  9. Library composer with direct-licensed placements
  10. Seasonal/holiday or children's/faith catalog owner (evergreen)

8.2 Channels (ranked)

  1. Marketplace and estate sourcing for purchases. The seller never sees an audit.
  2. Attorneys, via the paid valuation report. Attorneys are not paid referral fees, since bar rules mostly prohibit them. What they get is a deliverable they need. Paid referral agreements go only to non-attorney business managers and CPAs, within state rules.
  3. Content plus the free tool under the separate RoyaltyLeak brand. The MLC date is used only as a reason to act, with specific, verifiable numbers from the owner's own report. No "you're owed $X" claims before the audit.
  4. Community and the DIY report.

Funnel assumptions (projection): audit-to-paid-Fix conversion 20%; new Fix clients 2/4/5/6 per month (Years 1-4+); valuation reports 1/2/3 per month (Years 1-3+); marketing $1.5k-3.5k a month.

Conflict policy: if the founder-owner has other music-industry businesses, Black Box Capital and RoyaltyLeak never solicit or buy through those businesses' channels and share no data with them. The policy is in writing.


9. Operations with minimal headcount

The red team showed that the labor is not in the engine. It is in servicing clients, raising and reporting to LPs, and onboarding acquired catalogs. v2 removes the first two from the Core plan.

Function Automated Contracted In-house
Parsing, reconciliation, leak scoring, eligibility screen, reports Engine - Founder sets direction
Registration files Engine generates CWR / bulk files B2B administrator ingests them. Bulk ingestion and third-party payee splits are hard requirements in the term sheet; consumer UIs that register one work at a time are ruled out Contract ops specialist QA (~4 hours per client)
Client support during lags Portal showing each claim's status by source (MLC ~4-6 months, SoundExchange ~6-9, foreign/neighboring 12-24) Ops retainer $1.5k a month -
Valuation reports Engine Contract analyst (6 hours each); credentialed appraiser for court use Founder sign-off
Title diligence Copyright Office and termination pre-checks Music attorney, capped at 5% of price -
Post-close onboarding (recordation, letters of direction to PROs/SoundExchange/MLC/administrator, foreign notices, distributor transfer) Runbook and checklist in the engine Administrator onboarding fee (~$1.5k per deal, modeled) Founder. Masters bought only where the distributor supports an in-place account transfer, confirmed in diligence
Fund admin (option only) - One fund administrator, ~$35k a year all-in (Allocations lists $19.5k a year for a fund vs $9,950 one-time per standard SPV) (Allocations) -

Org chart (projection). Core: founder plus contractors, no W-2s. With the fund option, add an analyst W-2 from month 36 (~$110k loaded); a $15M anchor fund needs about 1.5-2 FTE (~$200k loaded).

Founder hours. Core: about 20-25 a week in Year 1, 10-12 thereafter. Fund option: 15-20 a week throughout capital raising and deployment. v1's 8-10 was wrong by roughly 2-3x.


10. Technology and the prototype

A browser prototype exists: drag-in statements or a clearly labeled synthetic sample catalog, leak detection, a dashboard, a decay curve and an offer engine. v2 changes:

  • An eligibility screen (beat-lease and sample flags, exclusivity, SoundExchange registration status) and separate identified vs eligible totals, by income type.
  • The free report shows dollars only; the fix list is gated behind engagement.
  • MLC Public Search API / Bulk Data access applied for in month 1 instead of "terms to be confirmed"; SoundExchange ISRC search and MusicBrainz per their terms.
  • A CWR/bulk-file generator, a claim-status portal and a post-close onboarding runbook.
  • Build budget $45k, spent only after the Day-90 gate (months 5-7). Run cost $0.8-3k a month.

11. Financial plan (projections)

11.1 Key assumptions (base; full set in model.json)

  • Audit business: Fix clients 2/4/5/6/6/6/6 a month (Years 1-7); $1,500 fee; $25k average royalties; 12% eligible leak; 55% realized; retro = 0.83 years of leak, received 40% at month 6, 30% at month 9 and 30% at month 18; 25% retro fee; administrator referral share 12.5% of a 15% commission on 60% of incremental income; valuation reports 1/2/3 a month at $2,000; DIY 20 to 200 reports a month at $5; contract labor at $45/hour (3.0 hours per assisted audit before the engine, 1.5 after; 4 hours per Fix fulfillment; 6 per report); concierge test $5k a month in months 1-3; ops retainer $1.5k a month; software $0.8-3k a month; marketing $1.5-3.5k a month; legal, accounting and insurance $1.5-2.5k a month.
  • Founder catalogs: $75k (month 4), $75k (month 9), $80k (month 14) at 6.0x as-is gross NPS; 5% diligence; $1.5k onboarding; 10% administration; uplift 15% (1.25x the eligible leak, since we select leaky catalogs), ramping months 3-21; decay 5%; 25% audit-sourced with a 30% earnout at month 18. No credit line. v1's $55-60k line on a sub-$250k book is too small for royalty lenders.
  • Valuation (all cases): month 84; 7.5x net NPS (about 6.75x gross, no re-rating vs entry); positions under 24 months valued at cost; 7% exit costs; opco valued at zero; carry only above a monthly-accrued 8% pref.
  • Fund option (not in Core): first close month 30; LP commitment $6M (base option) or $15M (anchor); deployed evenly over 36 months; 2% GP commit; 25% portfolio facility at 10.5% once cost exceeds $3M; 5.6% deal costs; $50k formation; $35k a year fund admin; 1.5% management fee; 20% carry over an 8% pref; GP legal $3k a month from month 24; $25k fundraising cost; analyst from month 36.
  • Pre-tax; no founder salary.

11.2 Seven-year projection: Core plan (base case, USD)

Y1 Y2 Y3 Y4 Y5 Y6 Y7
Fix fees 36,000 72,000 90,000 108,000 108,000 108,000 108,000
Retro success fees 2,260 9,244 16,331 21,056 24,035 24,651 24,651
Administrator referral share 65 529 1,406 2,464 3,313 3,773 3,986
Valuation reports 24,000 48,000 72,000 72,000 72,000 72,000 72,000
DIY affiliate 1,200 3,600 7,200 9,600 12,000 12,000 12,000
Founder-catalog royalties (gross) 13,483 37,736 39,641 38,230 36,318 34,502 32,777
Revenue 77,008 171,109 226,579 251,350 255,666 254,926 253,415
COGS (contract labor, data, processing, catalog admin) 24,733 41,094 52,594 59,803 59,612 59,430 59,258
Gross margin 67.9% 76.0% 76.8% 76.2% 76.7% 76.7% 76.6%
Opex 74,100 96,000 114,000 126,000 126,000 126,000 126,000
EBITDA -21,825 34,015 59,985 65,547 70,055 69,496 68,157
Opco standalone EBITDA -33,960 53 24,307 31,140 37,368 38,444 38,657
Engine capex 45,000 0 0 0 0 0 0
Catalog purchases incl. diligence/onboarding 160,500 85,500 0 0 0 0 0
Founder net cash -227,325 -52,136 58,639 65,547 70,055 69,496 68,157
New Fix clients 24 48 60 72 72 72 72
W-2 headcount 0 0 0 0 0 0 0

Seven-year projection, Core base case Projection

    Source: model.json, scenario core_base. Pre-tax USD. Assumptions in Section 11.1.

    Note: the Core plan stops buying after catalog #3 so the founder's capital stays bounded. Reinvesting the ~$65-70k a year of free cash into one $75k deal a year is the natural extension. At a ~13% deal IRR it leaves the founder IRR roughly unchanged while growing the book.

    Fund option at $6M (for comparison, not recommended): GP management fees reach about $90k a year, but the analyst, GP legal and fund-raising costs keep consolidated EBITDA between -$46k and +$4k from Years 3-7, and the founder puts in about $100k of GP commit.

    11.3 Break-even and capital

    • EBITDA break-even: month 9 (Core, including catalog royalties); the opco alone breaks even in Year 2. The $6M fund option never sustains break-even within 84 months.
    • Peak founder cash: $309k at month 14 (Core); $289k with catalog #3 deferred to month 24; $343k in the bear case; $451k with the $6M fund option; $579k with the $15M anchor fund (mostly the $306k GP commit, an asset; an anchor may accept a 1% GP commit).
    • Closing the ~$40-60k gap to a $250k anchor: defer catalog #3 until the opco's cash flow can fund it (month 20-24), or take a single co-investor on catalog #3. No outside equity in the operating company is needed.

    11.4 Use of funds (founder commitment through month 14)

    Use Amount
    Concierge test (months 1-3) $15,000
    Audit engine build (months 5-7, only after the Day-90 gate) $45,000
    Catalogs #1-#3 including 5% diligence and onboarding $246,000
    Other operating result through month 14, net of opco fees and catalog royalties ~$3,000
    Peak cumulative founder cash (month 14) ~$309,000

    12. Returns

    12.1 Founder returns (projections, valued at month 84 unless stated)

    Scenario Key assumptions Peak cash Founder IRR MOIC
    Bear Leak 8%, uplift 5%, decay 8%, half the clients, opco killed at month 18, catalogs held and valued at 6.0x net, no fund $343k -9.3% 0.60x
    Core (base) Section 11 assumptions; 7.5x net; opco at zero $309k 14.5% 1.81x
    Core valued at month 60 Same $309k 11.3% 1.44x
    Core with a 10x net re-rating $309k 16.9% 2.03x
    Core, leak 8% + decay 8% $310k 8.7% 1.44x
    Gate-pass Core Leak 15%, uplift 22%, decay 4% (what the month-24 gate requires) $308k 18.1% 2.06x
    Fund option $6M, base assumptions v1-style small raise $451k 0.6% 1.03x
    Gate-pass + $6M fund $416k 8.9% 1.54x
    Gate-pass + $15M anchor fund ~1.5-2 FTE ($200k loaded) $579k 20.8% 2.47x
    Upside Leak 18%, uplift 25%, decay 3%, 1.25x clients, $9M fund, exit 10x net $292k 41.2% 6.46x

    Founder IRR by scenario Projection

    Source: model.json results. Valued at month 84 unless noted; opco valued at zero.

    LP returns (fund option): 10.6% IRR / 1.36x in the base case, 14.8% / 1.53x in the gate-pass anchor case, and 24.0% / 1.97x in the upside. v1's 1.72x LP MOIC on an average hold of about 1.5 years was not credible, as the red team said.

    Reading. Without marks the Core plan is a mid-teens IRR on about $300k, with zero W-2s. A small fund is a job, not an asset: at $6M, management fees don't cover the analyst and compliance, carry is small, and founder IRR falls to about 0%. The fund option is worth exercising only when the founder book proves the uplift and one anchor brings about $15M or more. The upside (41%) requires everything to go right, including a re-rating we have no IOI for yet.

    12.2 Stress grid: founder IRR / MOIC (leak x exit multiple x fund size)

    Uplift is tied to leak at 1.25x; decay 5%; all other base assumptions.

    Fund Eligible leak Exit 6.0x net Exit 7.5x net Exit 10x net
    None (Core) 8% 9.6% / 1.49x 11.3% / 1.61x 13.8% / 1.82x
    None (Core) 12% 12.9% / 1.68x 14.5% / 1.81x 16.9% / 2.03x
    None (Core) 18% 17.7% / 1.97x 19.2% / 2.11x 21.3% / 2.34x
    $3M 8% -25.4% / 0.37x -19.9% / 0.45x -4.1% / 0.84x
    $3M 12% -20.8% / 0.43x -13.4% / 0.57x 0.3% / 1.01x
    $3M 18% -14.2% / 0.54x -5.2% / 0.80x 6.3% / 1.33x
    $6M 8% -12.6% / 0.55x -5.3% / 0.77x 10.7% / 1.66x
    $6M 12% -8.9% / 0.65x 0.6% / 1.03x 14.7% / 2.01x
    $6M 18% -3.7% / 0.84x 8.1% / 1.48x 20.2% / 2.63x

    Other cases (on the $6M option): no marks (carry zero) -5.1%; decay 8% -9.1%; opco at 0.5x revenue 4.8%; the red team's combined downside (uplift 8%, decay 6%, $3M fund) -19.6% / 0.45x. In other words, the red team's combined downside is real, and it is why the fund is gated.

    12.3 Comparable multiples (cited)

    Comp Multiple / value Source
    Royalty Exchange, median clearing multiple (2,453 priced deals) ~6.0x trailing; ~16.6% median entry yield AltStreet
    Royalty Exchange, perpetual-term deals ~6.7x median; about a third of catalogs declined AltStreet review (cited by the red team; the page returned 403 to us, so not independently verified)
    SongVest (brand-name assets) ~22.7x median AltStreet
    Institutional catalogs 2025 (avg ~$23M) Publishing ~15x; masters >17x Citrin Cooperman
    Music royalty ABS 2025 Concord $1.765B; Seeker $267M Empower; MBW

    Exit logic. The base case assumes no re-rating: 7.5x net is about 6.75x gross, roughly the retail median plus a modest premium for clean title and documented decay. The institutional ~15x is evidence that re-rating is possible at scale, not that it will happen. Before any fund close we need written IOIs from 2-3 bundle buyers; we have none today.


    13. Risks and mitigations

    Risk Severity Mitigation
    Uplift doesn't materialize High Buy at 6.0x as-is; measure realized uplift on real statements before any fund (month-24 gate)
    Adverse selection on audit-sourced deals High 75% of purchases from marketplaces and estates; earnout on audit-sourced deals
    Stacked fees / DIY substitution Medium Flat fee; no fee on ongoing income; gated fix list; accept losing pure-DIY owners
    Administrator won't support CWR ingestion or payee splits High Hard requirement in the term sheet during days 1-90; if no administrator agrees, the Fix product is limited to a report-only offering
    Ineligible leaks (leased beats, samples) Medium Eligibility screen; identified vs eligible reported separately
    Decay faster than 5% Medium Buy 7+ years past release; fit decay from the first 3 deals; 8% decay drops Core to 8.7% IRR
    Duetti and others moving down-market Medium-High Compete on deals under $150k and messy estates; Duetti also a potential exit buyer
    Title defects / termination (Vetter v. Resnik) High Attorney review capped at 5%; termination-notice searches; discount works near the 35-40-year window (Akin Gump)
    Valuation report liability Medium Not a certified appraisal; credentialed appraiser signs court-use reports; E&O insurance
    Fund raise fails or is too small Medium The Core plan doesn't need it; no fund below a ~$15M anchor
    Collection lags upset clients Medium Per-source lags disclosed up front; claim-status portal
    Data and security Medium Client-side free audit; opt-in data agreement for engaged clients; no stored passwords
    Regulatory Medium Section 14

    • Entities: RoyaltyLeak (audit, separately branded with the affiliation disclosed), a holding entity for founder catalogs, and, only if the fund option is exercised, a GP entity and one pooled vehicle (3(c)(1) fund or series LLC). No per-deal SPVs.
    • Securities: Reg D 506(b) (no general solicitation; relationship-based) or 506(c) (verification), Form D, state notices, bad-actor checks.
    • Investment Advisers Act: first ask counsel whether the GP is an investment adviser at all, since the vehicle holds copyrights rather than securities. If it is, consider the exempt reporting adviser path (Rule 203(m)-1). Carry generally requires each investor to be a "qualified client" (Rule 205-3). The thresholds rose to $1.4M under management or $2.7M net worth, effective June 29, 2026 (Winstead; JD Supra). This is another reason to raise from 1-3 family offices.
    • Fix and retro contracts: retro fee only on work/source pairs at $0 on the audit date; deduction at source through administrator payee splits; letters of direction; state collection-agency licensing check (likely not applicable to CMO claims; confirm).
    • Administrator agreement: white-label/B2B terms, CWR/bulk ingestion, third-party payee splits, referral share, per-deal onboarding fee, data portability.
    • MLC data access: registered Public Search API / Bulk Data access, not scraping.
    • Chain of title: recordation (17 U.S.C. §§ 204-205), UCC searches, termination-notice searches (§§ 203/304), co-writer consents, probate authority, existing admin and distribution agreements, distributor account transfer for masters.
    • Valuation reports: scope disclaimers, appraiser partnership for court use, E&O.
    • Marketing claims (FTC Act §5): no "you're owed" claims before an audit; verifiable numbers only.
    • Referral fees: none to attorneys; non-attorney referral agreements within state rules; no paid finders on securities.
    • AI-generated works in acquired catalogs: human-authorship and PRO policy review.
    • Tax: amortization of acquired copyrights; K-1s (one fund, not dozens).
    • Conflict policy with any other music businesses of the owner, in writing.

    15. Launch plan and gates

    Days 1-90: concierge test (~$15k plus any deal capital; no engine build)

    • Hand-audit 20 catalogs in spreadsheets: 10 from estate and family-law attorneys, 10 from unsold marketplace listings (with the owner's consent).
    • Get one administrator term sheet with CWR/bulk ingestion, payee splits and a referral share.
    • Sell 5 paid valuation reports.
    • Bid on 3 marketplace catalogs at 5.5-6.5x as-is with a certainty premium. Close catalog #1 (month 4) only with attorney-cleared title and diligence-confirmed eligible uplift.
    • Apply for MLC data access.
    Gate Criterion If missed
    Day 90 Median eligible leak ≥8% across the 20 audits (reported by income type); ≥3 paid valuation reports; administrator term sheet signed; ≥1 bid won with confirmed eligible uplift Don't build the engine. Stop with ~$15k spent, or buy catalogs only, with no audit business
    Month 9 ≥$25k of cash actually received by Fix clients across sources; ≥15 paid Fix clients Reprice or drop Fix; keep reports and sourcing
    Month 12 ≥1 founder catalog showing measured uplift on a real statement Pause catalog #3
    Month 24 (fund gate) Founder catalogs show ≥20% realized uplift on as-is, with fitted decay ≤5%; written IOIs from 2-3 bundle buyers at ≥7.5x net; an anchor committing ≥~$15M; counsel's view on adviser status Stay Core. Recycle cash into one deal a year

    No W-2 is hired on signings. Any hire is tied to cash received and, for the analyst, to a closed anchor commitment.


    16. Domain names (proposed; availability not checked)

    Capital: blackboxcap.com, bbxcapital.com. Audit brand: royaltyleak.com, leakaudit.com, catalogleak.com, unblackbox.com.


    17. Red team and response

    Three reviewers: a former hedge-fund PM (finance), a sales and go-to-market lead, and an operations lead. A = accepted and changed; P = partly accepted; R = pushed back with evidence.

    Finance review

    # Critique Response
    1 Carry and LP MOIC came from marking new deals at 10x at month 60; no exit costs A. Valuation at month 84; positions under 24 months valued at cost (5 of 36 monthly positions); 7% exit costs; carry only above a monthly-accrued 8% pref. LP IRR is now 10.6% base, against a v1 LP MOIC (1.72x on ~1.5 years) that implied 40%+. The reviewer estimated founder IRR in the "mid-to-high teens"; v2 Core is 14.5%
    2 Deal math thin; 7.5x as-is is ~25% above the ~6x market; diligence 12% of a $50k price A. Entry 6.0x gross (bid range 5.5-6.5x); minimum deal $75k; diligence capped at 5%; exit on net NPS; decay 5%. v1 terms re-run on this basis give 5.1%, confirming the critique. v2 base deal IRR 12.9%
    3 Free audit creates adverse selection on the Sell path A. 75% of purchases from marketplaces and estates; earnout of 30% of uplift value on audit-sourced deals; audit-to-Sell 1-2% and not relied on
    4 Recover COGS understated ~3x; fees stacked on top of the administrator's A. Contingency on ongoing income removed. Flat $1,500 fix fee + 25% of retro + a referral share inside the administrator's commission. Songtrust's 15%/20% + $100 per writer verified. Fully loaded LTV/CAC 2.1x
    5 18% leak base is 2.25x the kill threshold; leak not stress-tested A. Base 12% eligible, realized at 55%; 18% is the upside; 8% in the stress grid (Core 11.3% at 7.5x)
    6 Per-deal SPVs uneconomic A. One pooled vehicle, one administrator (~$35k a year), one portfolio facility after $3M of cost; no acquisition fee
    7 Opco value of $552k has no buyer logic A. Opco valued at zero in every case; 0.5x revenue shown only as a sensitivity (+4.2 points on the $6M option)
    8 Single-variable sensitivities hide the downside A. 27-cell grid (leak x multiple x fund size) plus the red team's combined case (-19.6% / 0.45x on a $3M fund), confirming the critique. That result is why the fund is gated and v1's small-fund design is dropped
    9 Capital need understated vs the anchor; LP raise under-resourced; Rule 205-3 A. Core is the base plan. Peak $309k ($289k with catalog #3 deferred). Fund only after the month-24 gate, from 1-3 anchors; founder 15-20 hours a week if exercised; 2026 qualified-client thresholds cited
    10 Decay 3% generous; bull opco 2.0x; LTV/CAC excludes ops time; exit on gross A. 5% base decay (8% stress); no opco value anywhere; CAC loaded with audit labor; exit on net NPS

    Sales and go-to-market review

    # Critique Response
    1 Free audit destroys the Sell edge; 5-8% Sell conversion unsupported A. Two funnels, as proposed: marketplace and estate sourcing first; earnout for audit users; 1-2% conversion
    2 Fee stacking; owners can DIY cheaply A/P. Flat fee, white-label administrator, no fee on ongoing income, gated fix list. Partial pushback: DIY tools have existed for years, yet the MLC still accumulated $424M+ of historical unmatched royalties, so many owners don't self-serve. We accept losing the ones who do
    3 $40k average client overstated; use $20k and 12%; raise the minimum to $25k P. Leak changed to 12% eligible, reported by income type. Average lowered to $25k. Pushback on the combination: a $20k average is arithmetically impossible with a $25k minimum, because the mean of a truncated distribution exceeds its floor. We set a $15k minimum with a $25k average, which is conservative given the skew. The fix fee is flat, so client size now matters mainly for the retro fee
    4 CAC ignores audit labor; the "Black Box Capital" name kills trust A. 1.5-3.0 hours per assisted audit modeled (CAC $788, or $1,125 at 3 hours); audit business branded RoyaltyLeak with affiliation disclosed; 20-catalog concierge test before any build
    5 Attorneys can't be paid referral fees A. Paid valuation report ($1,500-3,000) is the attorney offer; paid referrals only to non-attorney managers and CPAs
    6 LP raise is a full-time job; per-deal SPVs; LP returns barely beat private credit A. One vehicle, 1-3 anchors, ≥~$15M or no fund. The model shows LP returns of 10.6% base and 14.8% gate-pass; the $6M fund is founder-dilutive (0.6%), as the reviewer suspected
    7 Exit buyer and opco value assumed; Duetti framing out of date A. IOIs required before any fund close; opco at zero; 7.5x net base; Duetti's 2025 publishing expansion and $2k floor cited and treated as a competitor
    8 MLC hook weak; FTC exposure A. Lead with estates and sourcing; verifiable numbers only; no pre-audit "you're owed" claims
    9 Kill criteria test signings, not cash A. Month-9 cash-received gate; month-12 measured-uplift gate; hires tied to cash

    Operations review

    # Critique Response
    1 Recover is a support operation; single 4-month lag optimistic A. Contingency servicing removed; retro modeled in per-source tranches (months 6/9/18); claim-status portal; ~108 clients in the active 18-month window at steady state, under the reviewer's ~150-per-FTE cap
    2 "Incremental" definition invites disputes and collection risk A. Retro fee only on $0-on-audit-date work/source pairs, measured on administrator statements, deducted at source via payee split; payee-split support is a term-sheet requirement
    3 Fee stacking; free fix instructions enable DIY A. See Finance 4; fix list gated; administrator referral share modeled (immaterial)
    4 Bulk registration only helps if the administrator ingests it A. CWR/bulk ingestion is a hard term-sheet requirement in days 1-90
    5 Detection rules need data owners lack; ineligible leaks; MLC scraping A. Eligibility screen; identified vs eligible; MLC data access in month 1; "manual exports and letters of direction" wording
    6 Client-side parsing contradicts monitoring A. Two modes: free audit client-side; engaged clients monitored through the administrator's feed
    7 Per-deal SPVs multiply back office; who pays fund admin? A. One vehicle; fund admin, formation, diligence and onboarding are fund-borne and deducted before LP returns in the model
    8 LP raise is a founder job; qualified-client thresholds; adviser status A. Hours budget revised; thresholds verified ($1.4M / $2.7M, effective June 29, 2026); adviser-status question first on counsel's list
    9 Post-close onboarding is uncounted per-deal work A. $1.5k onboarding per deal modeled; runbook; masters only with in-place distributor transfer
    10 Decide what the company is; run a lean scenario A. The Core plan is the lean scenario: founder + contractors, zero W-2s, opco break-even in Year 2. Result: break-even moves earlier (month 9 vs v1's month 47), and peak cash falls from $562k to $309k

    Net effect of the red team. v1 headline: 42.7% IRR / 3.8x, peak cash $562k. v2 headline: 14.5% IRR / 1.81x, peak cash $309k, no W-2s, with a gated option worth 20.8% (anchor fund) to 41% (upside) if the founder book proves the uplift. We think v2 is the more fundable document, because every number in it can be traced to cash rather than marks.


    Sources

    • MLC: https://themlc.com/marketshare ; https://www.themlc.com/unclaimed-accrued-royalties ; https://www.musicbusinessworldwide.com/the-mlc-has-paid-out-more-than-4-2bn-to-songwriters-and-publishers-to-date-and-will-begin-market-share-distributions-of-unmatched-and-unclaimed-royalties-in-april-2027/ ; https://www.themlc.com/news/billboard-mlc-receives-over-424m-unmatched-black-box-streaming-royalties ; https://www.themlc.com/hubfs/The%20MLC%202025%20Annual%20Report.pdf ; https://www.themlc.com/terms-use ; https://www.themlc.com/musicalworksdatabasetermsuse ; https://themlc.com/data-programs-all
    • Match rate: https://royaltyexchange.com/blog/mechanical-licensing-collective
    • Unclaimed estimates: https://interspacemusic.com/blog/the-mlc-has-paid-out-billion-the-money-stuck-in-its-black-box-gets-split-by-market-share/ ; https://www.musicbusinessworldwide.com/ai-music-tech-startup-claimy-raises-1-8m-to-tackle-missing-royalty-payments
    • SoundExchange: https://www.soundexchange.com/what-we-do/for-artists-labels-and-producers/key-terms/ ; https://www.Copyright.gov/policy/unclaimed-royalties/210326%20Unclaimed%20Royalties_FINAL.pdf
    • Spotify 2024: https://www.musicbusinessworldwide.com/12m-artists-uploaded-music-to-spotify-last-year-less-than-0-6-generated-10000-or-more-in-royalties
    • Multiples: https://altstreet.investments/blog/what-music-royalties-actually-sell-for-marketplace-data ; https://altstreet.investments/guides/songvest-vs-royalty-exchange ; https://altstreet.investments/platforms/reviews/royalty-exchange ; https://www.citrincooperman.com/In-Focus-Resource-Center/2025-Music-Catalog-Valuations-Top-13-Billion ; https://royaltyexchange.com/blog/music-rights-valuation-expert-tips-and-methods-2025
    • Administrators and DIY: https://www.songtrust.com/pricing ; https://www.songtrust.com/frequently-asked-questions ; https://www.hypebot.com/?p=32970 ; https://dynamoi.com/vs/tunecore-publishing-vs-songtrust ; https://support.tunecore.com/hc/en-gb/articles/115006688968-Why-Should-I-Choose-TuneCore-to-be-my-Publishing-Adminisrator ; https://support.distrokid.com/hc/en-us/articles/360013535314-What-is-YouTube-Content-ID ; https://dynamoi.com/learn/guides/how-to-collect-all-your-music-royalties
    • Content ID eligibility: https://helpdesk.revelator.com/support/solutions/articles/69000881791 ; https://support.fuga.com/hc/en-us/articles/39156341356564-Content-ID-Policy-Guidelines-YouTube ; https://imusician.pro/en/support/faqs/article/what-kind-of-content-is-not-eligible-for-youtube-content-id
    • Royalty Exchange commission: https://royaltyexchange.com/blog/90-day-discount-for-coronavirus-relief
    • Competitors: https://www.musicbusinessworldwide.com/duetti-raises-200m-in-debt-funding-expands-into-publishing-catalog-deals-for-indie-artists-and-songwriters/ ; https://prnewswire.com/news-releases/duetti-secures-114m-in-new-funding-to-expand-independent-artist-catalog-acquisitions-and-drive-strategic-growth-302289344.html ; https://www.hypebot.com/duetti-opens-new-revenue-streams-for-artists-with-early-catalog-deals-and-remixing/ ; https://www.musicbusinessworldwide.com/sound-royalties-says-it-closed-a-record-135m-in-funded-contracts-in-2025
    • ABS: https://www.empower.com/the-currency/bonds-backed-music-royalties-news ; https://www.musicbusinessworldwide.com/as-abs-deals-reshape-the-music-rights-landscape-kbra-says-its-rated-12-9b-in-music-royalty-backed-bonds-since-2020-but-expects-issuance-to-fall-25-in-2026/ ; https://www.musicbusinessworldwide.com/seeker-music-group-closes-267m-asset-backed-securities-transaction-to-fuel-growth-scale-catalog ; https://www.truist.com/resources/commercial-corporate-institutional/podcasts/navigating-beyond-the-expected/rise-of-asset-backed-securities-in-music-industry
    • Market: https://magneticmag.com/2025/06/slower-streaming-growth-prompts-goldman-sachs-to-revise-music-projections/
    • Fund/SPV costs: https://www.allocations.com/insights/stacking-spvs-vs-launching-a-fund ; https://www.allocations.com/insights/spv-fees-explained ; https://sydecar.io/learn/what-spvs-cost
    • Qualified client 2026: https://www.winstead.com/Knowledge-Events/Blogs/478904/SEC-Announces-New-Inflation-Adjusted-Qualified-Client-Thresholds ; https://www.jdsupra.com/legalnews/sec-announces-2026-inflation-adjustment-1851544/ ; https://www.allocations.com/insights/qualified-client-advisers-act
    • Termination: https://www.akingump.com/en/insights/alerts/now-what-copyright-reversion-in-the-post-vetter-world