Atmosphere Alliance Handbook

00How to read this handbook

This handbook merges seven working documents published between August and October 2026 into one text. Where the same point appears in several documents, it is written once. Where documents conflict, the most recent document governs. The conflict log in section 11 shows which figure changed and why.

It also records the new structure the founders discussed on 11 October 2026: Mehmet Narin and Paul Chapuis exchanging seats, and 5th Wall Phygital Elements acquiring OnQ. These decisions are not yet contracted and appear here as "planned".

01On one page

Atmosphere isn't retail's LAX. It's the neighborhood airport: close to home, no lines, gate ready. The world's brands land here; local brands take off from here.

What we do. We convert vacant anchor boxes in U.S. Class B and C malls into membership-anchored Phygital Marketplaces. We do not lease the box. The owner joins as a partner and shares in operating income. We run the terminal, and every movement through it pays us.

Why now. Boxes can be acquired at the price the market has already written down, as regional-mall loans show high delinquency and loss severities. At the same time, millions of small makers, online sellers and foreign brands entering the U.S. cannot find an affordable physical counter. Atmosphere joins the two mismatches in one box.

Who does it. Three parties combined: Qumbet's street-infrastructure and media experience in Asia, OnQ's 20-plus years of display and manufacturing strength in U.S. retail, and Beko Corporation's manufacturing and display solutions in Europe. We call this 111 (section 02).

Figures are a planning simulation. Sources: Financial Database Rev.05 (10 Sep 2026) and Founders Structure (Oct 2026). In the pessimistic case the network has no enterprise value; no figure is a promise of return.

02The 111 thesis: 1+1+1 is not 3, it is 111

Add three companies' strengths and you get 3. Place them side by side and each raises the place value of the others: the result is one hundred and eleven. This is a metaphor, not a computed multiplier. The handbook's claim is that each party brings something the other two cannot produce alone. The table below tests that claim; first orders and the first opening will prove it in numbers.

The proof: who closes whose gap

03New structure, October 2026

Planned Direction agreed among the founders as of 11 October 2026. Not binding until agreements are signed and the Legal Ally has reviewed them.

The seat exchange

Each founder moves to the seat where his own network opens the other's bottleneck.

Entities and ownership

Acquisition and financing

5th Wall Phygital Elements LLC acquires OnQ from its current shareholders. The purchase price is approximately $50M, paid on deferred payment terms; the outcome is that OnQ's shares pass to 5th Wall. The payment schedule and funding structure will be set in the first 30-day leverage plan. OnQ's own documents are in section 12.

"Powered by OnQ": product and capacity

1. Next-generation products. Modular displays and fixtures that carry the digital layer inside the physical unit; a plug-and-play system that scales from street furniture to store furniture. Brand: 5th Wall Phygital Elements. Manufacturing and delivery: OnQ.
2. New customers through the existing network. New products go to the retailers and brands OnQ already serves. Atmosphere boxes form a guaranteed channel of their own.
3. Doubling Akron's capacity. The target is for the Akron plant to reach the capacity to carry the new products' cost of goods and to double its capacity.
4. Combined strength with Beko Corporation. Displays, content management, charging and energy solutions, together with Beko Corporation's authorized service network, led by Fikri Özdemir.

Beko Corporation, led by Fikri Özdemir

Beko Corporation takes part in this alliance under one name and is represented under the leadership of Fikri Özdemir. Arçelik A.Ş. is referred to in this handbook by its corporate name, Beko Corporation. Fikri Özdemir has been Executive Director of Human Resources at Beko Corporation since November 2025. His career covers the three areas OnQ needs:

Fikri Özdemir's role in this structure is subject to a written framework from Beko Corporation (see section 10).

04Atmosphere: a terminal, not a hangar

Big-box retail built hangars for goods: aircraft-hangar-sized buildings, stock as far as the eye can see, one shopper alone with a cart. The only variable left is price. Atmosphere builds a terminal for people. Airports earn much of their income not from the planes but from retail, advertising, parking and lounges. Atmosphere is designed the same way.

The airport glossary

Why the neighborhood airport, not LAX

Flagship stores go to the big airport: Fifth Avenue, the super-regional mall. Atmosphere does not compete for those flights. It is built like the Orange County airport (SNA): chosen for proximity, not size. Target markets are the 107 metros with an FAA medium or small hub airport, more than enough for 50 boxes in the realistic case.

Two routes, one gate

International arrivals: a foreign brand entering the U.S. lands at a ready gate instead of building its own company, counsel, ten-year lease and staff. Domestic departures: a neighborhood maker (an Instagram shop, a garage brand) moves from screen to floor and, once admitted, reaches every gate in the network. One key, every gate.

The site screen

1. Market: a medium or small hub airport within about 30 minutes' drive.
2. Asset: a Class B/C anchor box or dead wing available at the market's written-down price.
3. Anchor: the trade area meets the grocery anchor's own site criteria (Trader Joe's or backups).
4. Parking: surplus land outside required parking ratios for charging and Dog Land.

Landlord priority: CBL Properties first; Spinoso and special servicers second tier; holders opportunistic.

05How the terminal earns

The floor

A 100,000 sq ft box leaves about 92,000 sq ft of programmable area after the 40% public-area obligation. One floor carries 1,001 positions: 300 tables, 30 vitrines, 100 outdoor stalls, 12 studios, 36 micro-rooms, 51 desks, 25 benches, 13 stage slots, 14 pack stations and 420 visible-stock cages. Add 1,001 digital-twin lockers, 8 anchor brands and 6 street-food operators.

Seven revenue lines

Two tills

The external promise: entry is affordable because the terminal pays. Internally the two tills are reported separately.

Position Right

Brands do not sign leases. Atmosphere sells a right of use: one of 1,001 positions on the floor, held like a condominium unit, buyable and sellable, transferable and inheritable. The monthly usage fee is tied to credit ranking, with a confirmed standby letter of credit first. The indicative term is 10 years with renewal held by the holder; the Legal Ally sets the final term.

Use it or place it: an unused position enters the placement pool. No gate on the floor stays dark, and the holder keeps earning. Model assumptions: 50% operator holders, 30% investor holders, 20% retained by Atmosphere; pool income 70% holder / 30% OpCo; 5% transfer fee on resale.

Membership: recognition, not access

The door is open to everyone; membership is never a condition of entry. Membership decides who you are inside the building: who is introduced, who may teach, who is answerable. Seven tiers in three families: Visitors (Guest), Users (Master, Arcade, Emeritus, Trader) and Beyond (Corporate, Stage Access, Digital Twin). Indicative bands: Master $15–25 a month, Arcade $110–150 a month. The Master price is still a Council decision, and every other membership figure derives from it.

The sponsor ladder

Before opening, the door sponsor is asked for in-kind kit rather than cash (charging plaza, screen hardware, lounge), plus an activation budget and a right of first refusal. Cash fees switch on with third-party-verified traffic. Primary door candidate: Kia America (with Hyundai Motor Group); alternative: Toyota. Named companies are market references and candidates only; no agreement is implied.

06The legal spine

Sequence discipline

No airport opens before the tower. The order is a deliberate reversal of conventional mall development: legal spine first, then receivables, then the box, and the physical opening last.

Corporate stack

A single OpCo LLC is sufficient for the proof of concept. The three-entity stack and the PEIT™ (Phygital Estate Investment Trust) design are held ready for the third box and the first institutional PropCo partner.

Legal Ally: the Stewardship Mandate

The first-ranked candidate is Cole-Frieman & Mallon LLP (San Francisco). Every counterparty and investor relationship is held personally by the principal.

Three lessons written into the documents

• The WeWork wound: no long-duration lease liability under the operator.
• The REEF wound: no self-operated F&B economics; no second box without four quarters of data.
• The Industrious doctrine: the landlord is a partner, through management and revenue-share structures. CBRE's roughly $800M purchase of Industrious in January 2025 shows the market already prices this model.

07The alliance chain

The 2025 program launched with a C-level team recruited from market-leading companies. The team treated the concept as a continuation of what it already knew rather than a new model, and its engagements ended after a six-month trial. In 2026 ALA replaces the C-level team with a chain: every link joins by bringing its own capital, owns its share, and is rewarded for performance. Nobody joins on a title.

Every chain has a weak link. Whoever forges its solution holds a rare opportunity. — Memedi

Principles of the chain

1. The order is fixed. Legal first, then Media; with ALA, these three founders form the Master Chain. Every later link attaches through them.
2. Every link brings capital. The Master Chain contributes in kind; the operational ring brings cash and a goodwill fee.
3. Equity, not invoices. In the founding stage, founders do not bill cash fees or retainers to one another.
4. Seven words. Who · What · When · How · Owns What. "Owns What" replaces the title.
5. Co-creator, not subcontractor. Manufacturers such as OnQ, Wisconsin Built and Graphic Trends co-create the product.
6. Investors are chosen by tender. After the Legal and Media links attach, through a competitive process.

Ownership: 25% founders, 75% operational

Row figures are rounded. $10M for 75% implies an entry value of about $13.3M. Recipient and accounting of the goodwill pool are to be set with the Legal Ally. The highlighted row answers "instead of C-level": executive leadership exists, but it enters as an owner putting in $1.6M for 10%.

The iceberg rule: the order in which value flows

1. Atmosphere earns from its own operating revenue.
2. Shareholders own company value in proportion to their stakes.
3. Supplier allies earn only by delivering services, under contracts separate from their shareholding and at market terms.

No ally receives a share of operating income for being a shareholder. The rule holds in the new structure: every fixture order between Atmosphere, led by Paul Chapuis, and 5th Wall/OnQ, led by Mehmet Narin, is made under a separate contract at market terms.

08Numbers

Source: Financial Database Rev.05 (10 Sep 2026). One box, 100,000 sq ft, 1,001 positions, three entities consolidated, unlevered, pre-tax, 15% discount rate. Orange-flagged placeholders will be replaced with LOI data.

One box, year 5

Reading the pessimistic case. It fails not because of the membership assumption but because of the backup anchor's low visit count and the absence of sponsor cash. In terminal terms: a terminal without a daily service flight does not fill. That is why the anchor LOI comes first in the calendar.

Portfolio, year 5

Illustration only: enterprise value × ownership, before dilution from later rounds. Whether the founder block maps to the whole portfolio is an open point for counsel.

Month 18: the first funding round (realistic case)

On these assumptions, a 10% ally that commits $1.6M on day 0 holds a stake worth about $15.5M at month 18 (about 9.7 times). ALA's 15% is about $23.3M. At a 40% target return the pre-money rises to $243.9M. In the pessimistic case the network has no value. These are projections, not a promise of return.

Use of the $10M

09Timeline and the 30-day leverage plan

First 30 days: OnQ's new face

The leverage plan goes on the table within the first 30 days. Paul Chapuis, Mehmet Narin and Fikri Özdemir prepare OnQ's new face together. The weekly breakdown below is Value Masters Academy's proposal.

Atmosphere sequence

Opening waves

Wave 1 · Traffic: Open Market, Market Hall, Barter Hall, charging and Dog Land. Wave 2 · Media: The Stage and Live Commerce Center. Wave 3 · B2B: Enterprise Arcade and ReCommerce. Wave 4 · Data: Digital Landlord (PaaS).

10Risks and open points for the Legal Ally

Arising from the new structure

Carried over from the Founders Structure

1. A law firm taking equity for services, acting as escrow custodian and vetting allies triggers professional-responsibility rules on business transactions with clients.
2. Cash commitments from operational allies are likely securities offerings; exemption and investor eligibility to be determined.
3. Recipient, accounting and characterization of the $2.0M goodwill pool.
4. Whether equity percentages refer to a single Atmosphere company or the PropCo / OpCo-TRS / MemberCo stack.
5. Term, scope and exit terms for exclusivity grants.
6. Preferred-counsel panel: the firm cannot sit on both sides of a deal with a company it co-founded.
7. The Atmosphere operating entities are not yet formed; ALA exists as an LLC.
8. Trademark risk between "5th Wall" and the venture firm of the same name; trademark opinion before the PoC.

Commercial risks and kill thresholds

11Conflict log: the latest date governs

12OnQ Data Room

The two documents below come from the OnQ data room that Paul Chapuis provided to Mehmet Narin. They are included in this folder as delivered, with all their embedded links. Figures in the body of this handbook are not drawn from them; for OnQ's financial and commercial detail, refer to the documents directly.

OnQ Confidential Information Memorandum, Q3 2026 (Project Polaris)

68 pages · business overview, investment highlights, business review, industry and financial information · Open PDF

Embedded links

OnQ Management Presentation, 2026

74 pages · culture and facilities, proprietary platform and systems, software, model, team and financial update · Open PDF

Embedded links

13Sources

Third-party figures from public sources have not been independently verified. Company, airport and brand names are market references only and imply no affiliation or agreement.