Total seats
99 fixed
Confidential • Internal Discussion Draft • v0.3
The Founding 99
IronQ Charter Membership Program
99 permanent seats. The capital is never returned — it becomes IronQ's endowment, the yield runs the company, and founders earn for life on every member they bring in.
01
The Round
Classes
2 — Executive / Charter
Permanent corpus
$2.975M
Access
Invite-only, qualified, accredited
02
Two Classes
Executive Founder
$50,000
- Nomination power — hold the invitations; nominate Charter candidates, subject to qualification. Curate the room.
- Low serials #1–20 — non-replicable scarcity
- The room within the room — private channel, annual summit, direct founder access, quarterly calls
- Concierge protocol — annual DEXA + custom programming
- Front of the cascade — first access to new models, merch, and hardware
- Platinum badge — distinct NFT art + named recognition
Premium is status, access & gatekeeping only — identical economic rights to Charter, including referral comp.
Charter Founder
$25,000
- Lifetime IronQ Pro — every feature, current and future, no subscription
- Charter NFT — provable founding status, tradeable on the members' marketplace
- Lifetime referral comp — same founder reward as Executive (see §04)
- Founding cohort — member events, community, the network
- Founder allocation — merch drops + roadmap voice + annual DEXA
Same economic terms as Executive. The only difference upward is access & gatekeeping.
03
How The Capital Works
Seat
Member buys a permanent, non-refundable seat
→
Endowment
Capital pooled into a permanent stablecoin corpus
→
Yield → Opex
100% of yield funds operations; members get none
→
Exit
Resale only, on IronQ's members-only marketplace
The corpus is never liquidated and never repaid. The seat is the asset; resale is the only liquidity.
04
Referral & Rewards
Founding member — either class
Lifetime
Ongoing comp for as long as the recruited member stays — a share of that member's subscription revenue. Single-level: you earn on members you personally recruit. This is the founders-only privilege.
Every other referrer
Up to 24 months
Same single-level share of the recruited member's subscription revenue, capped at 24 months. Non-founders never earn lifetime comp — that's reserved for the 99.
Single-level, paid from product revenue — never from buy-ins. Comp is a share of what recruited members pay for the product over time, not a cut of anyone's entry capital, and never flows up a multi-level downline. That mechanic is what keeps this an affiliate program rather than a pyramid — it is structural, not cosmetic.
05
The Economics
Permanent corpus
$2.975M
20×$50K + 79×$25K. Locked once 99 fill. Resales add no new capital.
Yield to opex*
~$149K/yr
*Illustrative 5%. Non-dilutive, perpetual. Capital preservation > yield chasing.
Marketplace fee
Recurring
Transaction fee on every resale — a second ongoing revenue line. Rate TBD.
Member position
At risk
Permanent capital; return via resale appreciation + referral comp. Illiquidity disclosed plainly.
06
Compliance Posture — Read First
Securities
99 permanent positions — an investment contract. Reg D 506(c), accredited-only.
Trading venue
IronQ runs the only resale market — ATS / broker-dealer questions.
Comp plan
Paid referral rewards — FTC / pyramid analysis.
Three regulatory surfaces stack here, and they must be evaluated together, not piecemeal — the structure can look worse as a whole than any single feature does alone. The marketplace (ATS) question is the heaviest and goes to securities counsel first.
— the comp-plan firewall —
Single-level + funded from product revenue, never from buy-ins. Hold that line and the rewards read as an affiliate program. Break it — multi-level, or comp drawn from entry capital — and it reads as a pyramid. No exceptions for any tier.
07
Open Questions
Counsel — securities
The marketplace path: register the venue as an ATS, partner with a licensed operator, or restructure resale? Drives the entire compliance build.
Counsel — FTC
Bless the comp plan as a single-level, product-revenue-funded affiliate program. Confirm the lifetime-for-founders / 24-month split survives pyramid analysis.
Strategy & marketing
The resale-appreciation thesis: what concretely makes a seat worth more later, and how do we evidence it pre-sale without over-promising?
Engineering & treasury
Chain, custodian, and a conservative, auditable yield strategy for a permanent corpus. Capital preservation is the mandate.
Finance & brand
Set the numbers: referral comp rate, marketplace fee rate, and a precise definition of "lifestyle-qualified" plus accreditation verification for 506(c).
Not legal or financial advice. The structure described — permanent non-refundable positions, exit solely via a members-only marketplace operated by IronQ, and paid lifetime referral rewards — very likely implicates securities law, securities-trading-venue regulation, and FTC pyramid/MLM rules simultaneously. Nothing here should reach a prospective member, and no funds should be accepted, before securities and FTC counsel sign off on the offering exemption, the marketplace/ATS posture, the compensation plan, and the full disclosure package, including plain disclosure of permanence and illiquidity. Yield, fee, and comp figures are illustrative modeling inputs, not representations of return.