You are purchasing a membership interest in Byrd Boise LLC, the operating entity that will own and run Byrd restaurant in Boise, Idaho. Byrd Boise LLC is owned by Byrd Restaurant Development LLC (BRD), the holding company controlled by Devin Ihnat and Julia Donovan. Your investment gives you a passive economic interest — you share in the profits proportional to your stake, but you have no operational role or liability beyond your invested capital."You own a piece of the business. You don't run it — we do."

You are a passive capital partner, not an operating owner. You have an economic interest — meaning you participate in profits and distributions — but you have no say in day-to-day operations, hiring, menu decisions, or business strategy. Think of it like owning stock in a company versus running it. Your capital funds the business; the operators run it."Capital partners and operating partners are different roles. You're the former."

Your ownership percentage is proportional to your investment relative to the total raise of $1,000,000. A $200,000 investment represents a 19.0% economic interest. A $25,000 investment represents a 2.4% economic interest. This percentage determines your share of preferred returns and profit distributions throughout the life of the investment. Both Tier 1 and Tier 2 investors share proportionally in the same NOI pool — the difference is only in the post-payback split.

No. Devin Ihnat and Julia Donovan are the operating owners — they draw salaries as employees of the business, which are P&L expenses paid before any investor distributions. Their ownership interest in BRD is separate from the investor capital pool. Owner salaries are not distributions — they are operating costs, just like rent or food cost. Investors are paid from NOI after all operating expenses including owner salaries."Our compensation comes out of the P&L. Your returns come from what's left after that."

Distributions follow a three-step waterfall: (1) Preferred return first — 8% annually on the total raise ($84,000/year) distributed proportionally before any profit split. (2) 70/30 split — remaining NOI above the preferred return is split 70% to investors, 30% to owners, until your full capital is returned. (3) Post-payback split — once full capital is returned (projected mid-Year 4), the split flips permanently. Tier 1 investors ($150k+): 35/65. Tier 2 investors ($25k–$149,999): 25/75. Both tiers receive capital back on the same timeline — the difference is the long-term upside after payback."You get paid first, every year, before we take a dollar above our salaries."

Based on the conservative proforma, full capital return is projected mid-Year 4 — meaning your original investment is returned to you through distributions by approximately the middle of the fourth year of operations. This is not a single lump-sum payment; it comes back through annual distributions under the 70/30 split structure. After payback, you continue receiving 35% of NOI proportional to your stake — indefinitely."Your money comes back through distributions, not a single check. After it's back, you keep earning."

Based on the five-year proforma, Tier 1 investors project a 57.3% total return over five years (~11.5% annualized). Tier 2 investors project a 50.1% total return (~10.0% annualized). The difference reflects the post-payback split advantage for larger commitments. This is based on conservative assumptions: 75% occupancy in Year 1, a blended $98 check, and no liquor license. Upside scenarios (private dining, higher occupancy, future liquor license) would improve these returns. All projections are forward-looking and not guaranteed."57.3% over five years on conservative numbers. Upside is real and not in the model."

The 35/65 split continues indefinitely after full capital payback. There is no sunset on investor returns. As long as Byrd operates profitably, investors receive 35% of NOI proportional to their stake. In Year 5, Tier 1 investors earn a 22.5% annual yield on original capital. Tier 2 investors earn approximately 16.1% annual yield. Both are meaningful ongoing returns on fully-recovered capital.

Restaurant investment carries real risk. If Byrd closes, remaining assets (equipment, inventory, lease rights) would be liquidated and proceeds distributed proportionally to members after creditors are paid. You could lose some or all of your invested capital. This is why the proforma is built conservatively, break-even is designed to be achievable early, and the capital raise includes 5.6 months of operating runway — to survive a slow opening without distress."We've modeled the downside. Break-even is 39 covers a night in a 45-seat room. That's the number we're protecting."

The model is built at 75% occupancy. Even at 60% occupancy — the low scenario — monthly revenue of $87,318 still clears the $84,696 monthly break-even by $2,622. The 5.6-month operating runway gives the business time to find its audience before cash becomes critical. The pre-opening pop-up series is specifically designed to reduce this risk by building a paying audience before opening day."Even in the stress case, we're above break-even. The runway is there if we need it."

The $275,000 buildout is a hard cap — not an estimate. A second-generation space with existing infrastructure (hood, grease trap, plumbing) is specifically targeted to keep costs within this ceiling. A $35,000 contingency reserve is built into the capital deployment. If costs exceed both the cap and contingency, additional capital would need to come from operators before returning to investors — protecting the investor capital pool.

This investment is illiquid by design. There is no redemption right — you cannot demand your capital back before the natural distribution timeline. LLC membership interests in a private company are not publicly traded. If a personal situation requires an exit, the operating agreement provides a structured path: BRD has the option (not obligation) to purchase your interest at a formula-based price, or a replacement investor can be found with member approval. Early exit is possible but not guaranteed, and likely involves a negotiated discount to account for illiquidity."This is a long-term investment. If you may need this capital within three years, it may not be the right vehicle."

Transfer of membership interest requires majority member consent per the operating agreement. You cannot sell your stake to an outside party without approval. Existing members hold a right of first refusal — they have the option to purchase your interest before it goes to an outside party. This protects all members from having an unknown party introduced into the ownership structure."You can't bring in a stranger without our agreement. That protects you as much as it protects us."

There is no planned exit event in the current model. Byrd is being built as a long-term operating business, not a flip. If the business is acquired in the future, proceeds would be distributed proportionally to members after any outstanding obligations are met. The 35/65 post-payback split would continue to apply to any sale proceeds above the outstanding capital balance.

Investors receive quarterly financial reporting — P&L, revenue vs. projections, key operating metrics (covers, average check, labor %, food cost %). Annual audited financials are provided at year-end. BRD will hold an annual investor update call. Investors do not have access to day-to-day operations but have full transparency into financial performance.

Devin Ihnat is Chef-Owner — 17 years in hospitality, currently General Manager of Sugarwolf in Austin, Texas. He brings full-scope operational experience across pastry, savory, bar, and coffee programs. Julia Donovan is GM — 5+ years hospitality experience including service management, with a developed wine background. She will own the floor, the wine program, and guest experience. Both are relocating to Boise and are fully committed to this business as their primary occupation.

Prior to investing you will receive: a Private Placement Memorandum (PPM) describing the investment in full, including all risk factors; an Operating Agreement for Byrd Boise LLC governing member rights, distribution waterfall, transfer restrictions, and buyout provisions; and a Subscription Agreement documenting your specific investment amount and confirming your accredited investor status. All documents should be reviewed by your own legal counsel before signing."Read everything. Have your lawyer read it too. We want informed investors."

Yes. This offering is made only to accredited investors as defined by SEC Rule 501 — generally individuals with annual income exceeding $200,000 ($300,000 joint) or net worth exceeding $1,000,000 excluding primary residence. This applies to both Tier 1 and Tier 2 investors regardless of check size. You will be required to confirm accredited status in the subscription agreement. This is a legal requirement, not a preference.