A Level Alliances · Project Polaris
Strictly private & confidential · Contains material subject to the OnQ non-disclosure agreement · Not for onward distribution

Project Polaris

Document set prepared for Paul Chapuis · Value Masters Academy for A Level Alliances · 19 October 2026

Four current documents, a five-document archive behind them, and the covering email. The argument is in document 01; the mechanism in 02; the questions in 03. Everything in the archive predates the October 2026 result and is included so that the dates can be checked rather than taken on trust.

$40.5M committed · $26.3M cash at close What the March 2026 formula produces on the $25M–$35M range the Northern Edge process has returned. Both deferred structures presently under discussion put $10.0M in hand at closing against a $50.0M headline. The arithmetic is in document 02.

Current documents

01 · EN / TR Eighteen Months On What we forecast in March 2025, what we offered in March 2026, and where the market landed in October 2026. Includes the field scan findings, the Wisconsin Built and RCS sector precedents, and a scorecard that records where we were wrong as well as where we were right. HTML · read in browser 02 · EN / TR The ALA Formula How the March 2026 offer was built, what it pays at every plausible bid outcome rather than only at this one, the payment structure, the floor, the bid verification mechanics, the earn-out tranches — and the drafting defect in our own LOI worth $14.2M. HTML · read in browser 03 · EN / TR OnQ Diligence Request Questions in six parts: the sale process, revenue and order book, bid economics, the installed base and collections, capability for the forward plan, and eighteen financial and balance-sheet schedules. With the RCS Innovations sector precedent. HTML · read in browser 03a · EN Confirmatory Diligence Information Request The same request in formal investment-bank form: defined terms, numbered schedules, a basis of request against each, priority schedule, response protocol and reservations. Addressed to the Seller and, in respect of Part A, the Adviser. PDF · 17 pages · download 05 · EN / TR Two-Option Offer Letter The offer itself. Both options pay $40.5M — the base your process established, plus the 35% premium committed in March. One difference, and only one: Option One is conditional ($26.3M at closing plus a $14.2M earn-out over 24 months, subject to ALA legal due diligence approval). Option Two is guaranteed ($10.5M at closing plus a $30M bank-avalised, transferable note in five stepped instalments, subject to verification of OnQ's forward manufacturing capacity). The price has not moved in either direction, and §3a says so in writing. HTML · PDF, 6 pages 04 · EN / TR Covering Email Three drafts for your signature: the full note to Paul, a short version if you would rather speak first, and a separate note to Northern Edge requesting bid verification and the outreach numbers. Not sent. HTML · draft for approval

Archive — March 2025 to March 2026

Every document below predates the October 2026 process result. Each page is a reading version in English and Turkish; the PDF beside it is the authoritative text.

A1 · 2025 · EN / TR OnQ: The Reverse Entry Strategy The earliest document in the set. OnQ priced as a retail operator at $18M–$42M; as a phygital platform operator with exclusive agreements at $120M–$280M. Recommendation: do not open an investor process in the first form. Reading version · PDF, 14 pages A2 · Mar 2026 · EN / TR VMM Capital Independent Valuation Assessment Pessimistic $12–16M · Realistic $18–24M · Optimistic $26–32M · probability-weighted central $18–22M. The full FY2022–2026 financial record, the EBITDA adjustment bridge, and the prediction that buyers would haircut addbacks by 25–50%. Reading version · PDF, 8 pages A3 · Mar 2026 · EN / TR Non-Binding Letter of Intent The formula in full, clause by clause: the three steps, the $16M floor, bid verification under §2.4, the three earn-out tranches, the strategic premium rationale, the binding provisions and the 1 September 2026 expiry. Reading version · PDF, 8 pages A4 · 30 Mar 2026 · EN / TR Cover Letters and Transmittal The transmittal email as sent, and the personal letter to Stuart Armstrong that carried the context for the whole submission — what we were building, what was asked of him, and the September runway. With a note on what has changed since. Reading version · Letter PDF · Email PDF

The record, in order

DateDocument or eventWhat it established
2025The Reverse Entry Strategy$18M–$42M as a retail operator; $120M–$280M as a platform operator. Do not go to investors in the first form.
Mar 2025 – Jun 2026ALA US sector field scanNo competitor in phygital elements across three manufacturer segments. OnQ the only firm positioned to blend physical and digital.
Mar 2026VMM valuation · ALA Letter of Intent$18M–$22M central estimate. A formula paying 35% above the market midpoint, with a $16M floor.
30 Mar 2026Formal submission transmittedThree enclosures to Paul Chapuis and Stuart Armstrong. A quiet runway to 1 September 2026.
Nov–Dec 2025RCS Innovations splitCommercial interiors sold as a going concern; retail display liquidated at auction, bidding closed 4 December 2025.
1 Sep 2026LOI offer expiryThe binding commitment lapsed. Not withdrawn before expiry; not replaced with a lower offer.
Oct 2026Northern Edge process outcomeThree indications of interest, $25M–$35M.

Before sending

Three things to settle first

NDA scope. Every document here references historical OnQ figures drawn from the Project Polaris CIM, which is subject to OnQ's non-disclosure agreement and restricts onward disclosure and contact with OnQ's employees, customers and suppliers. Confirm the permitted sharing scope in writing with Paul before the set goes to anyone else.

The offer is expired, not reinstated. Nothing in this set reinstates the March 2026 Letter of Intent. Every reference is to what the formula produces, not to an offer presently being made. That distinction should survive any edit.

Bid verification comes first. The formula cannot operate, and no figure can be calculated, until written certification under §2.4 confirms that $25M and $35M are the actual high and low of qualifying arms-length bids.

Prepared by Value Masters Academy for A Level Alliances as advisory material. Not an offer of securities, not a reinstatement of the expired Letter of Intent, and not a binding agreement. Historical OnQ figures are as stated in the respective memoranda and are subject to OnQ's non-disclosure agreement; projected figures are management projections and are identified as such. Discount rates, present values, multiple calculations and worked formula outcomes throughout this set are Value Masters Academy's own working estimates and are not independently verified. Archive reading versions are summaries prepared for convenience; where a reading version and its PDF differ, the PDF governs.