{ "schema": "dv.newco-formation-engine.v2", "doctrine": { "parent_estate": "DV retains generalized reusable/core IP unless an explicit signed agreement assigns otherwise.", "vehicle_rule": "Do not create a company when a deployment, license, white-label branch or product edition is enough.", "formation_threshold": "A serious NewCo/Twin should pass at least four of seven separation tests.", "capital_rule": "Use new capital for external market requirements rather than repurchasing technical capability already present in the retained DV estate.", "proof_rule": "Working product → paid evidence → repeatability decision before larger capital expansion." }, "formation_engine": [ { "stage": "signal", "label": "Idea / market signal", "question": "What repeated buyer problem, channel opening, relationship edge or operating loop is visible?", "output": "Evidence-backed market signal with buyer, field and observed consequence.", "hardGate": "Do not form a company around an idea that has no distinct buyer or field." }, { "stage": "thesis", "label": "Opportunity thesis", "question": "Why is this a distinct economic vehicle instead of a feature, deployment or white-label branch?", "output": "Independent buyer, economics, field, distribution and risk thesis.", "hardGate": "A NewCo Twin should pass at least four of the seven separation tests before formation." }, { "stage": "genome_selection", "label": "DV genome / system selection", "question": "Which retained engines, genes and reusable systems can be licensed instead of rebuilt?", "output": "Ancestor products, parent engines, inherited genes and parent-reserved assets." }, { "stage": "mvp_spec", "label": "MVP specification", "question": "What is the smallest complete vertical product capable of producing real proof?", "output": "Bounded MVP scope, exclusions, authoritative systems and 30-day working-product target." }, { "stage": "capital_plan", "label": "Capital requirement", "question": "Which costs cannot be satisfied by retained DV machinery and therefore genuinely require new capital?", "output": "Proof-cell budget logic, external expense categories and post-proof capital corridor.", "hardGate": "Do not use new capital to repurchase engineering capability DV already owns." }, { "stage": "proof_cell", "label": "30 / 60 / 90 launch plan", "question": "What must be proven before another layer of capital or scope is unlocked?", "output": "Working product → paid evidence → repeatability decision." }, { "stage": "commercial_model", "label": "Revenue model", "question": "How does this vehicle earn its first dollar and later support an independent P&L?", "output": "First revenue path, primary model, expansion model and P&L independence test." }, { "stage": "rights_structure", "label": "Ownership / licensing structure", "question": "What does DV retain, what does the NewCo own, what is licensed, and what improvements flow back?", "output": "Explicit retained-IP, NewCo-IP, license, profit-participation, operating-control and optional exit structure.", "hardGate": "Transfer of retained DV core requires explicit signed assignment; public materials do not transfer rights." }, { "stage": "investor_packet", "label": "Investor proof package", "question": "What can be shown publicly, what requires protected diligence, and what formation trigger is still missing?", "output": "Opportunity Brief + proof packet + diligence list + formation trigger." }, { "stage": "launch", "label": "Launch", "question": "Which buyer, market and distribution path gets the first bounded deployment?", "output": "Named first market, first buyer archetype and launch motion." }, { "stage": "telemetry", "label": "Operating telemetry", "question": "Which signals determine whether the vehicle is working rather than merely active?", "output": "Acquisition, activation, retention, economics and delivery telemetry." }, { "stage": "expansion", "label": "Expansion", "question": "What evidence unlocks another field, product, capital stage, acquisition path or full spinout?", "output": "Stage-gated market, product, capital and exit expansion plan." } ], "opportunity_brief_required_fields": [ "ideaMarketSignal", "formationScreen", "opportunityThesis", "registryIdentity", "mvpSpecification", "capitalRequirement", "launchPlan", "revenueModel", "rightsStructure", "operatingModel", "investorProofPackage", "launch", "operatingTelemetry", "expansion", "reusableIpProduced", "counselTaxReviewStatus" ], "retained_ip_model": { "dvRetainedPlatformIp": [ "Core engines and generalized source", "Reusable schemas and interface patterns", "Cross-product improvements", "Shared tooling and verification infrastructure", "Genome lineage and reusable operating methods", "Pre-existing parent brands unless specifically licensed" ], "newCoSpecificIp": [ "NewCo brand and market identity", "Vertical configuration and field-specific workflow", "NewCo customer contracts and operating P&L", "Product-specific datasets/content created for the field, subject to third-party rights", "NewCo-specific integrations and policies where contractually defined" ], "investorFundedExternalExpenses": [ "Customer acquisition and distribution", "Industry-specific data or integrations", "Strategic hires and field operations", "Legal, compliance and regulated execution", "Inventory, logistics or physical expansion when the proof gate supports it" ], "operatingOwnership": "NewCo operating control and governance are transaction-specific; the default architecture keeps DV parent ownership of retained platform IP while the operating vehicle owns or controls its market-specific business assets.", "licensingRights": { "fieldOfUse": "Explicit buyer / industry / use boundary.", "territory": "Explicit geography or global scope only when deliberately negotiated.", "term": "Defined term or durable license appropriate to the vehicle; not implied by public access.", "sublicensing": "Only if expressly granted.", "brandRights": "Only the brands specifically licensed or assigned.", "support": "Defined implementation / support obligation with budget and scope.", "improvementRules": "Product-specific improvements can remain with the NewCo while generalized, non-confidential improvements may flow back to the parent gene pool when the agreement says so." }, "profitParticipation": "Equity, capped revenue participation, license fees, implementation fees, support/Evolution, or another negotiated economic structure may be used; no single participation model is automatic.", "optionalAcquisitionSpinoutPaths": [ "Remain a licensed operating NewCo under the parent ecosystem", "Strategic acquisition of the NewCo while the parent retains reserved core rights", "Field-specific JV with a strategic operator", "Spinout with a continuing scoped DV platform license", "Parent-level transaction only when the buyer/investor is underwriting the retained estate itself" ], "recombinationRule": "Successful generalized improvements should strengthen the retained DV estate without transferring NewCo confidential data, customer-specific material or third-party restricted assets." }, "examples": [ { "id": "DV-SPINOUT-OPS-001", "workingName": "Verified Operations Co", "vehicle": "family newco", "buyer": "Service operators, fleet/dealer operators and multi-location businesses that need visible operational state.", "market": "Verified field operations and readiness workflows.", "thesis": "Operators lose time and trust when readiness, handoffs, evidence, blockers and customer-facing status are scattered across disconnected tools.", "timeToMvp": "30-day proof-cell target using existing DV workflow/evidence machinery", "firstRevenuePath": "Paid vertical pilot / implementation using one of the existing verified-operations wedges.", "capitalRequirement": { "proofCell": "Custom bounded proof-cell budget after operator scope; DV technical core is contributed through a scoped license rather than rebuilt.", "illustrativeScaleCorridor": "TBD from proof-cell acquisition, integration, support and field-operations evidence", "useOfFunds": [ "Vertical sales/distribution", "Operator onboarding", "Industry integrations", "Field support capacity", "Selective compliance/legal" ], "capitalReleaseRule": "Release larger capital only after 1–2 repeatable wedges demonstrate paid demand and manageable delivery burden." }, "formationTrigger": "1–2 repeatable vertical wedges with paid evidence.", "nextCapitalProof": [ "Repeatable onboarding", "Independent P&L visibility", "Acquisition path", "Support load", "Second-field reuse proof" ], "publicEvidence": [ "NewCo thesis", "Public proof library", "Workflow/verification capability", "Retained-IP architecture" ], "retainedDvCore": [ "Core engines and generalized source", "Reusable schemas and interface patterns", "Cross-product improvements", "Shared tooling and verification infrastructure", "Genome lineage and reusable operating methods", "Pre-existing parent brands unless specifically licensed" ], "newCoAssets": [ "NewCo brand and market identity", "Vertical configuration and field-specific workflow", "NewCo customer contracts and operating P&L", "Product-specific datasets/content created for the field, subject to third-party rights", "NewCo-specific integrations and policies where contractually defined" ], "operatingBurden": { "expectedBurden": "moderate_high", "burdenDrivers": [ "Operator onboarding", "Field support", "Vertical-specific workflow variation", "Potential hardware/data integrations" ], "dayToDayOwner": "Dedicated operating lead or vertical GM after repeatable proof.", "dvRole": "Platform licensor, technical implementation partner and reusable-systems steward." }, "telemetry": { "acquisition": [ "Qualified operator conversations", "Pilot-to-paid rate", "Partner/referral contribution" ], "activation": [ "Time to first live workflow", "Operator setup completion", "Critical-path verification rate" ], "retention": [ "Active locations/accounts", "Workflow recurrence", "Renewal / Evolution continuation" ], "economics": [ "Implementation margin inputs", "Support hours per account", "Recurring revenue per location" ], "delivery": [ "Open blockers", "Verification failures", "Time-to-resolution", "Acceptance cycle time" ] }, "disclaimer": "Planning summary only. It is not a securities offer, valuation, return forecast or final legal/tax structure.", "formation_screen_score": 7 }, { "id": "DV-SPINOUT-PROOF-001", "workingName": "ProofLayer Product NewCo", "vehicle": "product newco", "buyer": "Product teams, agencies, software vendors and regulated operations teams.", "market": "Release verification, remediation evidence and regression memory.", "thesis": "Teams cannot reliably show what changed, what was checked, what regressed and what evidence supports release claims.", "timeToMvp": "30-day proof-cell target using the existing ProofLayer product and verification stack", "firstRevenuePath": "Paid software-team pilot for release verification / remediation evidence.", "capitalRequirement": { "proofCell": "Custom proof-cell budget focused on runner integration, pilot acquisition and security/integration validation.", "illustrativeScaleCorridor": "TBD from connected-runner, security-review, infrastructure and commercial-pilot evidence", "useOfFunds": [ "Connected runner integrations", "Security review", "Developer/product GTM", "Enterprise onboarding", "Support / documentation" ], "capitalReleaseRule": "Scale after commercial pilot batches demonstrate repeated verification use and a connected runner works reliably." }, "formationTrigger": "Commercial pilot batches plus reliable connected runner.", "nextCapitalProof": [ "Repeat release usage", "Paid standalone demand", "Integration repeatability", "Support load", "Retention" ], "publicEvidence": [ "ProofLayer public proof", "Verification architecture", "Release-evidence thesis", "Retained-IP model" ], "retainedDvCore": [ "Core engines and generalized source", "Reusable schemas and interface patterns", "Cross-product improvements", "Shared tooling and verification infrastructure", "Genome lineage and reusable operating methods", "Pre-existing parent brands unless specifically licensed" ], "newCoAssets": [ "NewCo brand and market identity", "Vertical configuration and field-specific workflow", "NewCo customer contracts and operating P&L", "Product-specific datasets/content created for the field, subject to third-party rights", "NewCo-specific integrations and policies where contractually defined" ], "operatingBurden": { "expectedBurden": "moderate", "burdenDrivers": [ "Runner integrations", "Security review", "Customer-specific release environments", "Reliability expectations" ], "dayToDayOwner": "Product/operator lead with technical integration support.", "dvRole": "Core verification licensor, product engineering partner and lineage steward." }, "telemetry": { "acquisition": [ "Qualified software-team pilots", "Pilot conversion", "Partner-sourced pipeline" ], "activation": [ "Time to first verified release", "Runner connection success", "First evidence pack generated" ], "retention": [ "Verified releases per account", "Monthly active teams", "Expansion to additional repos/projects" ], "economics": [ "Infrastructure cost per verification", "Support hours per integration", "Revenue per team/account" ], "delivery": [ "Verification failure rate", "Runner reliability", "Regression-detection utility", "Resolution time" ] }, "disclaimer": "Planning summary only. It is not a securities offer, valuation, return forecast or final legal/tax structure.", "formation_screen_score": 7 }, { "id": "DV-SPINOUT-INK-001", "workingName": "InkFlow Studio NewCo", "vehicle": "product newco", "buyer": "Tattoo studios, multi-artist shops, franchises and appointment-based creative operators.", "market": "Studio operations and appointment commerce.", "thesis": "Studios often split consultations, booking, deposits, artist calendars, client records and follow-up across disconnected tools.", "timeToMvp": "30-day proof-cell target using the existing InkFlow commercial prototype", "firstRevenuePath": "Paid studio implementation / subscription using the existing InkFlow workflow.", "capitalRequirement": { "proofCell": "Custom bounded proof-cell budget for studio acquisition, onboarding, payment/scheduling integration and support.", "illustrativeScaleCorridor": "TBD from paid multi-studio acquisition, onboarding, integration and support evidence", "useOfFunds": [ "Studio acquisition", "Onboarding/support", "Payments/scheduling integration", "Multi-location features", "Creator/studio partnerships" ], "capitalReleaseRule": "Scale only after paid multi-studio proof demonstrates repeatable onboarding and acceptable support burden." }, "formationTrigger": "Paid multi-studio proof.", "nextCapitalProof": [ "Studio retention", "Repeatable onboarding", "Support cost", "Multi-location conversion", "Independent unit economics" ], "publicEvidence": [ "InkFlow product proof", "Studio workflow model", "Retained-IP architecture", "Public pricing/offer context" ], "retainedDvCore": [ "Core engines and generalized source", "Reusable schemas and interface patterns", "Cross-product improvements", "Shared tooling and verification infrastructure", "Genome lineage and reusable operating methods", "Pre-existing parent brands unless specifically licensed" ], "newCoAssets": [ "NewCo brand and market identity", "Vertical configuration and field-specific workflow", "NewCo customer contracts and operating P&L", "Product-specific datasets/content created for the field, subject to third-party rights", "NewCo-specific integrations and policies where contractually defined" ], "operatingBurden": { "expectedBurden": "moderate", "burdenDrivers": [ "Studio onboarding", "Calendar/payment integration", "Owner/artist support", "Workflow variation" ], "dayToDayOwner": "Vertical GM / studio-success operator after repeatable proof.", "dvRole": "Platform licensor, product engineering partner and workflow/reuse steward." }, "telemetry": { "acquisition": [ "Qualified studio conversations", "Paid studio conversion", "Referral share" ], "activation": [ "Studio setup time", "Artist profile completion", "First booking/deposit completion" ], "retention": [ "Active studios", "Booking recurrence", "Owner/artist weekly use", "Renewal" ], "economics": [ "Revenue per studio", "Support hours", "Integration costs", "Implementation margin inputs" ], "delivery": [ "Scheduling failures", "Payment-state issues", "Role/permission issues", "Time to resolve support cases" ] }, "disclaimer": "Planning summary only. It is not a securities offer, valuation, return forecast or final legal/tax structure.", "formation_screen_score": 6 } ], "schema_url": "https://dvlabs.app/newco/opportunity-brief.schema.json", "public_page": "https://dvlabs.app/newco", "diligence_url": "https://dvlabs.app/diligence", "disclaimer": "Internal formation logic and public planning examples. Capital ranges and structures are hypotheses, not securities offers, valuations, return forecasts, legal advice or tax advice." }