Governance, Cap Table & Strategic Options

Two Norwegian institutional investors have reversed their 2025 declines and will likely invest once a US sportstech lead is secured:

Combined conditional follow-on: ~10 MNOK (~$1M USD). A US lead writing $500K–$1M triggers another $1M from Nordic institutional investors plus Jenssen & Co participation. The round fills itself once the lead is set.

[source: shareholder-participation-matrix.md; TC Slack DM, 2026-03-20]

Match Ventures: Timeline Mismatch + “Høvding Effect”

Match operates on ~5yr investment-to-exit. They perceived existing investors as more long-term with deeper pockets, making it difficult to enter as a minority investor. Reference to “Høvding”: a prior investment where a local family office owned too much and showed too much tolerance — they saw the same dynamic at Initial Force.

Their constructive proposal: build a new structure with a new fund taking a large position; bring in investors with minimum €1M who can “do the job”; existing family offices sell parts of their positions. (This describes the eventual Series A structure, not the bridge.)

[source: investor-feedback-cap-table.md; Cap Table PDF, p.1–2, 2026-03-20]

Spencer Dennis: Three Structural Fixes Needed

1. Insufficient employee option pool for current and future hires
2. CEO and key personnel have too little upside to satisfy sophisticated investors — especially American ones
3. Cap table complexity can block investor due diligence mid-process

Proposed: Establish formal option pool (10–15% of fully diluted equity); ensure CEO/leadership have visible and meaningful ownership.

[source: investor-feedback-cap-table.md; Cap Table PDF, p.2, 2026-03-20]

Status: Prepared contingency — NOT activated. Classification: Board + CEO + CTO only. Last reviewed: 2026-03-22.

Core insight: SC does not have a revenue problem. It has a cost problem.

Revenue grew 82% from 2021–2025. OpEx grew 110%. All growth was consumed by hiring ahead of revenue. At 15–17 people and current revenue, EBITDA would be +10–12 MNOK.

The VALD Precedent: Narrative Shift

VALD Performance grew from a small profitable base to attract FTV Capital ($6.2B growth equity fund, Sep 2024). FTV invested BECAUSE VALD was profitable with real traction (8,000+ organizations), not because VALD was burning cash.

A downsized SC at ~15–17 people, ~50 MNOK revenue, EBITDA-positive, with 22 MLB teams and 24 MNOK in grants is a stronger investment/acquisition target than a 25-person company asking for emergency bridge capital.

The narrative shift: From “fund our survival” → “buy or back a de-risked platform with MLB traction, grant-backed R&D, and proprietary measurement.”

Tim Briand / Revelyst: Three Interwoven Dynamics

Tim Briand (VP Sales, Foresight Sports / Revelyst) has expressed interest in joining SC. This creates three relationships that must be managed carefully simultaneously:

1. Tim as CSO hire candidate: 15+ years golf tech. Built True Spec Golf to 43 locations globally with 80+ employees. Responsible for ~50% of Foresight revenue. Use-of-funds budget includes $100K for SDK/Partnership Legal covering recruitment. Interview assessment: “unusually strong combination of technical domain knowledge, deep golf network, documented commercial delivery.”
2. Tim as Foresight SDK negotiator: He is the negotiation channel for the 2026 SDK renewal. Hiring him before agreement is signed could antagonize Foresight and poison both processes.
3. Revelyst as potential exit partner: ABG Sundal Collier sees Revelyst/SVP ($1.125B EV) as a potential strategic acquirer. ABG M&A approach paused until SDK agreement is secured. Any action that damages the Revelyst relationship closes off an exit channel.

TC’s sequencing: Separate the three workstreams internally. Have a direct conversation with Foresight leadership before any employment agreement. Ask ABG whether Revelyst is still a relevant exit candidate before proceeding.

[source: tim-briand-revelyst-analysis.md; TC Slack DM, 2026-03-20]

Strategic Acquirer Landscape

ABG has prepared to approach non-Foresight acquirers (VALD/FTV, Catapult, Sony) as soon as SDK agreements are in place. ABG specifically recommended Change of Control clauses in all SDK agreements for M&A optionality.

Immediate Actions to Preserve Optionality (Regardless of Bridge Outcome)

1. Unblock Stripe Capital ($250K). Resolve Shakera’s application. Every day of delay is unacceptable.
2. Advance SkatteFUNN bank loan. Auditor confirmation of R&D hours; approach DnB.
3. Prepare Jenssen mini-bridge term sheet. 3–5 MNOK convertible on existing terms. Paperwork-ready.
4. Sign Foresight SDK agreement. Unblocks M&A optionality and removes due diligence concern.
5. Have ABG prepare 2-page confidential teaser for non-Foresight acquirers.
6. Board conversation about trigger points. Get explicit agreement on go/no-go dates BEFORE the crisis forces the decision.

[source: contingency-plan-downsize.md; tim-briand-revelyst-analysis.md, 2026-03]

Circular dependency: grants require people → people require cash → cash requires grants. The “24 MNOK secured soft funding” claim is conditional on maintaining staff and project progression.

Espen Ihlen’s warning: “If people are laid off and we don’t have personnel to cover self-contribution, then ‘24 MNOK secured soft funding’ does NOT apply.”

• IPN grant (16 MNOK from NFR): Disbursed retrospectively against reported costs. Milestone M6: 5.27 MNOK external investor capital by Month 12 (Dec 2026). Minimum 4–5 dedicated R&D FTEs required.
• SkatteFUNN (8 MNOK): Tax deduction (19%) on eligible R&D costs. Scales with headcount. No minimum headcount, but fewer R&D staff = smaller credit.
• NFR is flexible — BUT: File endringsmelding (change notification) BEFORE missing milestones. Proactive = flexible. Reactive = clawback risk.

[source: contingency-plan-downsize.md; ipn-grant-clarification.md, 2026-03]