Module 10 — Team, capital, and investor relations

⚠️ This module contains internal-only numbers when discussing the capital stack and unit-economic translations. Public framing of the team and the investor narrative does not include the M06 figures. See M06 §3.7 for the compliance translation table.

Section 1 · Tier 1 — The 60-second brief

The HiON team is small, founder-led, and unusually credentialed for the company’s stage. The investor narrative arc is a fixed five-beat structure designed to deliver the strongest case in 5–8 minutes. The public-vs-confidential framing split runs through every team and capital conversation.

1. Jim Frank — Co-Founder & CEO. Decades of infrastructure construction. Founded HiON ~6 years ago. One of Tesla’s first Canvas Program partners.
2. Bill O’Connor — Co-Founder & CFO. 30+ years finance, KPMG public accounting background, M&A advisory. Fortune 500 + private company experience.
3. Joe Lewis — COO. 25+ years franchising. Joined Smoothie King at 39 locations, scaled to 1,400+. Former CEO of Mrs. Fields, TCBY, Smalls Sliders, Painting with a Twist, Color Me Mine. Started as a franchise attorney.
4. Steve Wazny — Founding Franchisee. 30+ years restaurant industry. 150+ locations across 6 brands (Jack-in-the-Box, Arby’s, Buffalo Wild Wings, Sonic, Jimmy John’s). ~4,800 employees. First HiON site: Parker, CO at I-25 / Orchard.
5. Kevin Hein — Outside General Counsel (Akerman LLP). Co-chair of Akerman LLP Franchise & Licensing Sector Team. 20+ years franchise disclosure, registration, compliance. Among the most recognized franchise attorneys in the US.
6. The entity. HFG Holdings, LLC dba HiON Franchise Group. Capital stack at the corporate level — [CONFIRM Bill / cap table].
7. The investor narrative arc. Five beats: (a) 1905 gas station analogy → (b) NREL 112K-port buildout gap → (c) Tesla 52% / 99.9% / 36,500 → (d) HiON’s Canvas Program position (~4 in the US) → (e) team pedigree → (f) operator-light unit economics (NDA-only).
8. The public-vs-confidential split. Public: structural facts + market numbers + Canvas Program phrasing + team credentials. NDA-covered investor: the above + the Investment Deck + M06 internal-only economics.

What you must be able to say without notes: each principal’s name, role, and load-bearing credential; the investor narrative arc in correct order; and the rule on what crosses from confidential to public.

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Section 2 · Tier 2 — Source map

Canonical documents

Document	Path	When to open
Master context brief §5	~/HiON Franchise Group Site v2/hion-context.md	Any team question.
Master context brief §8	~/HiON Franchise Group Site v2/hion-context.md	Investor mode framing.
Investment Deck (CONFIDENTIAL)	~/HiON Franchise Group Site v2/HiON-Investment Deck 4.6.26 (CONFIDENTIAL).pdf	NDA-covered investor conversations.
Powderfish transcript	~/HiON Franchise Group Site v2/Meeting Transcripts/HiON _ Powderfish Transcript.txt	Reference only — narrative distillation, not direct quoting.
Surjeet Singh transcript	~/HiON Franchise Group Site v2/Meeting Transcripts/HiON _ Surjeet Singh Transcript.txt	Reference only — narrative distillation.
HFG Holdings cap table	(not in repo) [CONFIRM]	Any capital structure conversation. Owner: Bill.
Capital partner term sheets / debt facility	(not in repo) [CONFIRM]	Capital stack defense in diligence. Owner: Bill.

Owners

Person	What they own for M10 questions
Jim Frank	Strategic IR relationships. Founder narrative. Tesla relationship in IR context.
Bill O’Connor	Capital structure. Unit economics in IR meetings. Investment deck custody. NDA administration.
Joe Lewis	Franchisee acquisition narrative. Operational credibility (Smoothie King reference).
Will Frank	Public-facing team / capital language; updates to hion-context.md §5 and to the V3 site team page.
Kevin Hein	Item 19 boundary on any IR conversation that crosses into franchisee-prospect territory.
Steve Wazny	The franchisee-reference voice. Available for reference calls with prospective franchisees and (with coordination) with investors.

Live dashboards / portals

• Investor data room [CONFIRM — exists? location? access control?]
• NDA tracker [CONFIRM — Bill's working environment]
• Public site team page ~/HiON Franchise Group Site v2/site-v3/ (team section)

Related curriculum modules

• M01 — what HiON is (the company the team runs).
• M02 — market thesis (beat (b) of the investor arc).
• M03 — Tesla relationship (beat (c) and (d) of the arc).
• M06 — internal-only unit economics (beat (f) of the arc, NDA-covered).
• M09 — compliance rails on every public framing of team and capital.

Franchisee curriculum overlap

• Limited. Franchisee curriculum does not address team or capital at the company level. Indirect overlap on the franchisee acquisition motion (franchisee curriculum is itself one of the operational artifacts a sophisticated franchisee-prospect uses to evaluate HiON’s seriousness).

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Section 3 · Tier 3 — Deep dive

3.1 — The principals: credentials and load-bearing facts

From hion-context.md §5:

Jim Frank — Co-Founder & CEO — jim@hionev.com Decades of infrastructure construction (electrical, telecom, energy). Founded HiON ~6 years ago. One of Tesla’s first Canvas Program partners. Owns the Tesla relationship and the strategic site-sourcing function.

• Load-bearing fact for IR. “One of Tesla’s first Canvas Program partners” — qualifies the Canvas Program position narrative (M03 §3.1).
• Credibility for capital partners. Decades in infrastructure construction means Jim’s underwriting of build timelines, utility friction, and contractor risk is grounded in operational reality, not finance abstraction.

Bill O’Connor — Co-Founder & CFO 30+ years finance, KPMG public accounting background, M&A advisory, Fortune 500 + private company experience.

• Load-bearing fact for IR. Public-accounting + M&A background means the financial-statement discipline at HFG Holdings is at institutional standard — a structural credibility signal that matters at the capital-partner diligence stage.
• Owns the unit economics model, the capital stack, the investor deck.

Joe Lewis — COO — joe.lewis@hionev.com 25+ years franchising. Joined Smoothie King at 39 locations, scaled to 1,400+. Former CEO of Mrs. Fields, TCBY, Smalls Sliders, Painting with a Twist, Color Me Mine. Started as a franchise attorney.

• Load-bearing fact for IR. Smoothie King 39 → 1,400+ is the single most-cited credential at HiON. It directly answers the franchise-scaling skeptic’s question: “do you know how to actually scale a franchise system?”
• The legal-background-plus-operating-CEO combination is unusual and load-bearing in franchisee acquisition conversations — sophisticated multi-unit operators recognize the combination.

Steve Wazny — Founding Franchisee & Multi-Unit Operator 30+ years restaurant industry. 150+ locations across 6 brands (Jack-in-the-Box, Arby’s, Buffalo Wild Wings, Sonic, Jimmy John’s). ~4,800 employees. First HiON site: Parker, CO at I-25 / Orchard.

• Load-bearing fact for franchisee acquisition. Steve is the Ideal Franchisee Profile reference (M04 §3.7). His existence as a signed founding franchisee at his tier of operating experience is a credibility signal that the franchise is being sold to the right audience.
• Available as a reference call for prospective franchisees and (with coordination) for investors.

Kevin Hein — Outside General Counsel (Akerman LLP) Co-chair of Akerman LLP Franchise & Licensing Sector Team. 20+ years franchise disclosure, registration, compliance. Among the most recognized franchise attorneys in the US.

• Load-bearing fact for IR. Kevin’s position at Akerman and his stature in franchise law means HiON’s FDD, registration posture, and compliance discipline are calibrated at the top of the franchise industry. A capital partner doing legal diligence finds Kevin’s name on the documentation and the diligence accelerates.
• Available as a reviewing party on any compliance-sensitive language for public attribution.

3.2 — The entity and the corporate-level capital stack

Entity. HFG Holdings, LLC dba HiON Franchise Group (hion-context.md §1).

Capital stack at the corporate level. [CONFIRM — Bill / cap table]. Specifics to fill on Bill’s verification:

• Equity holders and ownership percentages.
• Any debt at the holding-company level.
• Capital partner relationships (named LPs, capital commitment levels, status).
• Reserved capital for build financing of host-program sites.

This subsection is a placeholder for the structural facts the executive must know about HFG Holdings’ own capitalization. The information lives in Bill’s working environment and in the Investment Deck; the M10 working version should be filled when Bill closes the verification log entries for this module.

Capital stack at the franchise level. Distinct from the corporate stack — the franchisee’s own per-site capital is the franchisee’s affair (~$550K per site, sources varying). The corporate-level capital stack supports HiON’s franchisor functions and the Host product’s build financing.

3.3 — The investor narrative arc (the fixed five-beat structure)

From hion-context.md §8 (Investor mode):

Beat (a) — The 1905 anchor. “In 1905, someone built the first gas station. The biggest opportunity of the 21st century is building its replacement.” Sets the structural frame: this is a fueling-infrastructure rebuild, not a tech or product story. (M02 §3.4.)

Beat (b) — The NREL 112K-port buildout gap. ~70K DC fast-charging ports today; ~182K needed by 2030 (NREL); ~112K port buildout gap. For scale: ~1.5M US gas pumps. (M02 §3.1.)

Beat (c) — Tesla 52% / 99.9% / 36,500. Tesla operates 52% of the US fast-charging market with 99.9% uptime across ~36,500 Supercharger ports. The market is not commoditized — it is concentrated on the most reliable network. Competitor networks operate at uptimes in the low-to-mid 70s. (M02 §3.2.)

Beat (d) — HiON’s Canvas Program position. HiON is one of approximately four companies in the US participating in Tesla’s Canvas Program. Jim brought HiON in at the earliest stage. The compliance-safe phrasing is verbatim (M03 §3.1). This is the largest single piece of structural differentiation.

Beat (e) — The team pedigree. Joe Lewis (Smoothie King 39 → 1,400+, prior CEO roles at five other franchise systems, franchise attorney background). Kevin Hein at Akerman as outside general counsel. Jim’s Tesla Canvas Program position. Bill’s KPMG / M&A background. Steve Wazny as founding franchisee at 150+ locations. (M10 §3.1.)

Beat (f) — Operator-light unit economics. NDA-covered only. Year-3 and Year-4 EBITDA targets per site; 40%+ margin; payback unleveraged and at 20% leverage; 10-loc portfolio EBITDA. (M06 §§3.1–3.4.) Sequence: get the NDA executed, send the deck, walk the model in a working session.

Sequence discipline. The arc runs (a) → (f) in order. Each beat earns the right to the next. Jumping to (f) without (a)–(e) collapses the diligence value of the structural argument — the math has to land into the prepared mental model from beats (a)–(e), or it reads as a financial pitch in search of a thesis.

3.4 — Public vs confidential framing

The split governs every IR conversation:

Public-safe framing (no NDA required):

• Beats (a)–(e) of the narrative arc, in full.
• Public-safe numbers from M02 and M03.
• Team credentials as in hion-context.md §5.
• Compliance-rail-compliant phrasings (M09 redline table).

Confidential / NDA-covered framing:

• Beat (f) — internal-only unit economics from M06.
• The Investment Deck.
• Specific capital partner relationships, term sheets, debt facility terms.
• HFG Holdings cap table.
• Pipeline-specific site economics or named-host conversations.

The crossing rule:

• Public-to-confidential is a one-way door. An LP who hears beats (a)–(e) gets the structural narrative; the same LP who signs an NDA and reviews the deck gets the full picture. The reverse — pulling internal-only data into a public delivery — is a redline violation (M06 §5).
• NDA cover does not cover prospective franchisees. FDD Item 19 governs what may be represented to a prospect; NDA is not Item 19 cover (M06 §3.8).
• A “warm intro” LP without NDA is treated as public until paper is signed. Don’t open the deck on a screenshare in advance of the NDA.

3.5 — The IR cadence and surfaces

The IR cadence and the specific surfaces are evolving. Placeholder for [CONFIRM]:

• Annual investor letter — [CONFIRM if exists / frequency / distribution list owner].
• Quarterly portfolio update — [CONFIRM].
• Ad-hoc investor 1:1s — Jim and Bill own.
• Confidential data room — [CONFIRM existence / location / access].
• Pipeline updates — frequency and content [CONFIRM].

This subsection is the area where the curriculum’s source material is thinnest. The executive’s M10 working knowledge benefits from Bill closing the verification log entries.

3.6 — How the team is positioned in marketing vs IR

Marketing positioning of the team:

• Public site team page (site-v3/ team section).
• Credentials emphasized: Jim’s Canvas Program position; Joe Lewis’s franchise-scaling pedigree; Kevin Hein’s stature in franchise law.
• Voice rules apply: facts and credentials, no adjectives, no “rockstar” or “passionate” framings (M09 §3.7 voice rules).

Investor positioning of the team:

• Beat (e) of the narrative arc.
• Specific quantitative anchors: 39 → 1,400+ at Smoothie King; 150+ locations for Steve Wazny; 30+ years for Bill; “approximately four” for the Canvas Program.
• The legal-and-operating combination (Joe Lewis as ex-franchise-attorney) is a signal that capital partners specifically recognize.

Franchisee acquisition positioning of the team:

• Joe Lewis’s pedigree is the load-bearing credential.
• Steve Wazny’s reference availability is the closing argument.
• Kevin Hein’s involvement signals FDD discipline at the top of the franchise industry — a sophisticated franchise-prospect prizes this.

3.7 — What an exec does NOT do in IR

The five disciplines:

1. Does NOT quote M06 internal-only numbers without an NDA on file.
2. Does NOT distribute the Investment Deck without an NDA on file.
3. Does NOT improvise around the Canvas Program phrasing in front of an investor (the same phrasing rules from M03 apply — possibly more strictly, since investors verify).
4. Does NOT make any financial-performance representation to a prospective franchisee under the guise of “this is an investor conversation.” NDA is not Item 19 cover.
5. Does NOT commit to specific pipeline or revenue forecasts in writing without Bill’s review. Forward-looking statements in writing are durable in a way verbal hedges are not.

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Section 4 · The numbers

Public-safe	Internal-only / NDA-covered
Principals’ tenure (Jim ~6 years founded HiON; Joe Lewis 25+ years franchising; Bill 30+ years finance; Kevin Hein 20+ years franchise law)	HFG Holdings cap table specifics [CONFIRM Bill]
Joe Lewis franchise scaling: 39 → 1,400+ at Smoothie King	Capital partner names, commitment amounts, terms [CONFIRM]
Joe Lewis prior CEO count: 5 brands (Mrs. Fields, TCBY, Smalls Sliders, Painting with a Twist, Color Me Mine)	Debt facility terms [CONFIRM Bill]
Steve Wazny operating scale: 150+ locations / 6 brands / ~4,800 employees	All M06 unit economics figures
Steve Wazny first HiON site location: I-25 / Orchard, Parker, CO	Pipeline-specific site economics
Investor narrative arc length: 6 beats	Internal-only uptime target 98%+
Public site uptime descriptor: “designed to support high uptime; actual uptime varies by site and equipment”
Tesla network: ~36,500 ports, 52.1% market share, 99.9% uptime (M02)
Canvas Program participants: approximately 4 (M03)

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Section 5 · Why this matters

M10 is the module where the executive operates at the most ambiguous boundary in the company — the boundary between what’s said publicly and what’s said in confidence. The team and capital story is the one most often improvised, and the one where improvisation costs the most. An overstatement of Joe Lewis’s role in HiON’s day-to-day, an unverified claim about a capital partner, an offhand quote of the per-site EBITDA in a casual investor meeting — each compounds into a permanent record that the next round of diligence reads against.

The Acknowledged Elephant: an executive may feel that “investors expect more candor” — that the rails should relax in the IR audience because investors are sophisticated. The opposite is true. Investors verify. A sophisticated capital partner runs the team credentials through public sources, runs the Canvas Program claim past their Tesla contacts, asks Kevin Hein directly about the FDD posture, and reads the deck against industry benchmarks. The rails exist because they survive verification, not because they’re soft on weak audiences.

The team specifically is the most durable competitive asset HiON has aside from the Canvas Program. Joe Lewis’s franchise-scaling pedigree, Kevin Hein’s franchise-law stature, Jim’s Canvas Program position, Bill’s institutional financial-statement discipline — each one is verifiable, each one survives diligence, each one compounds. The discipline is to state each credential at the level the source supports, not at the level the conversation pulls for.

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Section 6 · Decision scenarios

Scenario 1 — The first-meeting LP who asks “tell me about the team”

A first-meeting LP says: “OK, I’ve read the public materials. Walk me through the team — who’s actually doing what?”

What does the executive say?

The right answer walks beat (e) in the order the credentials build credibility:

“Five people. Jim Frank is Co-Founder and CEO — decades in infrastructure construction, founded HiON about six years ago, and he’s one of Tesla’s first Canvas Program partners. Bill O’Connor is Co-Founder and CFO — 30+ years finance with a KPMG public-accounting background and M&A advisory experience across Fortune 500 and private companies. Joe Lewis is COO — 25 years in franchising; he joined Smoothie King at 39 locations and scaled it to 1,400+; he’s been CEO of Mrs. Fields, TCBY, Smalls Sliders, Painting with a Twist, and Color Me Mine; he started as a franchise attorney. Steve Wazny is our founding franchisee — 30+ years in restaurants, 150+ locations across six brands (Jack-in-the-Box, Arby’s, Buffalo Wild Wings, Sonic, Jimmy John’s), about 4,800 employees, first HiON site at I-25 / Orchard in Parker, Colorado. Kevin Hein at Akerman LLP is outside general counsel — co-chair of Akerman’s Franchise & Licensing Sector Team, 20+ years of franchise law, among the most recognized franchise attorneys in the US.”

Cited basis: hion-context.md §5; M10 §3.1.

Scenario 2 — The NDA-covered LP asking for the per-site EBITDA

After an executed NDA and a working session with Bill, an LP asks: “What’s the per-site EBITDA target by Year 3, and what’s the payback model look like?”

What does the executive say?

This is the right context. The right answer walks beat (f) directly:

“Year-3 EBITDA target per site is approximately $171,275, stepping up to about $200,170 by Year 4 as utilization matures. The model is sized around a 40%+ EBITDA margin — structurally consistent with operator-light infrastructure categories. Payback unleveraged sits around 3.5 years on the per-site model. At 20% leverage we run payback under 1 year on a 95–121% ROI band — the range reflects sensitivity to utilization ramp, debt service terms, and per-site capex variance. The 10-location portfolio at maturity targets ~$2M+ in annual EBITDA. The model file walks each assumption, and Bill or I can step through any line.”

Cited basis: hion-context.md §3 internal-only; Investment Deck; M06 §§3.1–3.4.

Scenario 3 — The “warm intro” investor at a dinner without NDA

A mutual contact introduces Will to an investor at a private dinner. The investor asks: “So what’s the back-of-envelope unit economics — payback, margins?”

What does the executive say?

The default discipline applies — NDA not in place, so beat (f) doesn’t open.

“Happy to walk the unit economics in detail — let’s get an NDA signed and I’ll send the deck and set up an hour with our CFO. Tonight isn’t the right context for the specific model numbers. What I can tell you about the structural picture: the Franchise product is a 10-location development agreement over 3 years at about $550K per location, with a $0.05/kWh royalty plus $0.01/kWh technology contribution. We’re one of approximately four companies in the US participating in Tesla’s Canvas Program — Tesla operates the most established EV charging network in the US, at 99.9% network uptime across about 36,500 ports. The thesis is that NREL projects about 112,000 net new DC fast-charging ports needed by 2030 and HiON targets 4,000 of those. The math behind the per-site EBITDA we’ll walk under NDA.”

Cited basis: M06 §6 Scenario 3; M10 §3.4 crossing rule.

Scenario 4 — The press question about a capital partner

A journalist asks Bill: “I’m hearing HiON has [Named Fund] as a capital partner — can you confirm?”

What does the executive say?

Capital partner identities are confidential unless the partner has publicly disclosed and consented. The default is to neither confirm nor deny.

“HiON’s capital partner relationships are confidential by mutual agreement with the parties. I’m not in a position to confirm or comment on any specific name. What I can speak to: HiON has the capital structure in place to fund the host-program build pipeline and to support the franchisor functions of the business; specifics live in our confidential investor materials, which are NDA-only. If your piece needs structural context on the funding model, I’m happy to walk that.”

Cited basis: M10 §3.4; M10 §3.7 discipline 5.

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Section 7 · Common executive blind spots

1. Quoting M06 internal-only numbers in a non-NDA IR setting. Consequence: loss of confidentiality discipline; potential FDD Item 19 exposure if the audience overlaps with prospective franchisees. Prevention: NDA first, deck second, numbers third. No exceptions for “warm intro” or “small dinner.”

2. Over-claiming on Joe Lewis’s prior CEO roles. Consequence: a verifiable misstatement on prior brand affiliation or tenure embarrasses the team and triggers a credibility correction. Prevention: the credential list from hion-context.md §5 is the controlling version. Verbatim.

3. Stating capital partner names publicly without consent. Consequence: breach of confidentiality with the partner; loss of trust; potential capital relationship damage. Prevention: default is neither confirm nor deny. Public mentions require partner consent.

4. Beat-jumping in the investor arc — going straight to economics. Consequence: the math lands without the prepared structural frame; reads as a financial pitch; loses the diligence value of beats (a)–(e). Prevention: run the arc in order. (a) → (f). Even if compressed, the sequence holds.

5. Misattributing Steve Wazny’s location count or brand list. Consequence: small credential errors compound into “they don’t actually know their own team” perception. Prevention: the credential list is verbatim from hion-context.md §5. 150+ locations / 6 brands / ~4,800 employees / first HiON site at I-25 / Orchard in Parker, CO.

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Section 8 · Self-check

Pass threshold: 80%.

1. State each principal’s title and one load-bearing credential. (§3.1)
2. State the entity name and dba. (§3.2)
3. List the six beats of the investor narrative arc in order. (§3.3)
4. State the public-vs-confidential split: what’s public-safe and what’s NDA-only? (§3.4)
5. What is the rule on quoting capital partner names publicly? (§3.7; §6 Scenario 4)
6. What is the discipline on a “warm intro” LP at a dinner without NDA? (§3.7; §6 Scenario 3)
7. Why doesn’t NDA cover discussions of internal-only numbers with prospective franchisees? (§3.7; M06 §3.8)
8. State Steve Wazny’s credential set verbatim (operating scale, brand list, first HiON site). (§3.1)
9. Identify the misstated or imprecise items: “HiON’s CEO Jim Frank is the only third-party Tesla partner in the US, our COO Joe Lewis took Mrs. Fields from 50 to 1,500 locations, and Kevin Hein at Akerman is our in-house General Counsel.” (§3.1; M03 §3.1)
10. Scenario. Bill is preparing for a 30-minute LP first-meeting. The LP has read the public V3 site and has signed an NDA in advance. The LP’s stated diligence focus is “the franchise scaling thesis.” Walk the agenda — what beats does Bill emphasize, what does Bill choose to send before the call, and what does Bill close the meeting with?

Answer key

1. Jim Frank — Co-Founder & CEO; one of Tesla’s first Canvas Program partners (or: decades in infrastructure construction). Bill O’Connor — Co-Founder & CFO; KPMG public-accounting and M&A background (or: 30+ years finance). Joe Lewis — COO; Smoothie King 39 → 1,400+ (or: prior CEO of Mrs. Fields, TCBY, Smalls Sliders, Painting with a Twist, Color Me Mine; or: started as a franchise attorney). Steve Wazny — Founding Franchisee; 150+ locations across 6 brands / ~4,800 employees. Kevin Hein — Outside General Counsel (Akerman LLP); co-chair of Akerman Franchise & Licensing Sector Team. (§3.1)
2. HFG Holdings, LLC dba HiON Franchise Group. (§3.2)
3. (a) 1905 anchor → (b) NREL 112K-port gap → (c) Tesla 52% / 99.9% / 36,500 → (d) Canvas Program position (~4 in US) → (e) team pedigree → (f) operator-light unit economics (NDA-only). (§3.3)
4. Public-safe: beats (a)–(e), public-safe market numbers, Canvas Program phrasing, team credentials, compliance-rail-compliant phrasings. Confidential / NDA-only: beat (f), Investment Deck, capital partner names / terms / debt facility, HFG Holdings cap table, pipeline-specific site economics. (§3.4)
5. Default is neither confirm nor deny. Capital partner identities are confidential unless the partner has publicly disclosed and consented. (§3.7 discipline 3; §6 Scenario 4)
6. NDA first. Without NDA, the LP gets beats (a)–(e); beat (f) opens only after NDA execution. Walk the structural picture (Franchise product structure, market thesis, Canvas Program position, team) verbally; defer the model numbers to a follow-up working session. (§3.7; §6 Scenario 3)
7. NDA is a contractual confidentiality cover; FDD Item 19 is a separate franchise-law boundary that governs what may be represented to a prospective franchisee at all — confidential or otherwise. NDA does not exempt the conversation from Item 19. (§3.7 discipline 4; M06 §3.8)
8. Steve Wazny: 30+ years restaurant industry; 150+ locations across 6 brands (Jack-in-the-Box, Arby’s, Buffalo Wild Wings, Sonic, Jimmy John’s); ~4,800 employees; first HiON site: I-25 / Orchard in Parker, CO. (§3.1)
9. Three errors: (a) “the only third-party Tesla partner in the US” — the Akerman-compliant phrasing is “one of approximately four”; (b) “Mrs. Fields from 50 to 1,500” — Joe Lewis scaled Smoothie King 39 → 1,400+; he was CEO of Mrs. Fields but the 39 → 1,400+ credential is Smoothie King; (c) “in-house General Counsel” — Kevin Hein is outside general counsel at Akerman LLP, not in-house. Correct version: “HiON’s CEO Jim Frank is one of approximately four companies in the US participating in Tesla’s Canvas Program for third-party Supercharger ownership and operation, having joined at the earliest stage. Our COO Joe Lewis scaled Smoothie King from 39 to 1,400+ locations and has been CEO of five other franchise systems including Mrs. Fields, TCBY, Smalls Sliders, Painting with a Twist, and Color Me Mine. Kevin Hein at Akerman LLP is our outside general counsel — co-chair of Akerman’s Franchise & Licensing Sector Team and among the most recognized franchise attorneys in the US.” (§3.1; M03 §3.1)
10. Send before the call: the V3 public materials (one-page), the Investment Deck (NDA on file). Agenda — 30 minutes: Minutes 0–5: beats (a) 1905 → (b) NREL gap → (c) Tesla numbers — set the structural frame fast since the LP has the public materials. Minutes 5–15: emphasize beat (d) Canvas Program position + beat (e) team pedigree, leading with Joe Lewis’s Smoothie King 39 → 1,400+ since the LP’s diligence focus is franchise scaling — Joe Lewis is the load-bearing answer. Minutes 15–25: beat (f) walked from the deck — per-site EBITDA, payback unleveraged and at 20% leverage, 10-loc portfolio EBITDA, with explicit anchors to where each number comes from in the model. Minutes 25–30: LP questions; close. Close the meeting with: a specific follow-up commitment (deeper working session, specific named pipeline / capital partner intro, or reference call with Joe Lewis or Steve Wazny depending on the LP’s signal); confirm the next interaction and the timing; offer to send any specific data tab from the model on request. (§3.3 narrative arc; §3.6 franchise acquisition positioning emphasis on Joe Lewis; M06 for the deck content)

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Section 9 · Cross-references

Other exec curriculum modules

• M01 — what HiON is (the company the team runs).
• M02 — beats (a) and (b) of the investor arc.
• M03 — beats (c) and (d); Canvas Program phrasing discipline.
• M06 — beat (f); internal-only economics and FDD Item 19 mechanics.
• M09 — compliance rails on every public framing.

External documents

• hion-context.md §§3, 5, 7, 8
• HiON Investment Deck 4.6.26 (CONFIDENTIAL).pdf
• Meeting Transcripts/HiON _ Powderfish Transcript.txt
• Meeting Transcripts/HiON _ Surjeet Singh Transcript.txt
• HFG Holdings cap table [CONFIRM]
• Capital partner term sheets / debt facility [CONFIRM]

Franchisee curriculum overlap

• Limited / indirect. Franchisee curriculum is itself an operational artifact that sophisticated franchisee prospects evaluate as part of HiON’s seriousness.

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Section 10 · Source verification log

Claim	Current source	Primary source needed	Status	Owner
Jim Frank founded HiON ~6 years ago	hion-context.md §5	HFG Holdings formation docs	unverified	Bill / Jim
Jim Frank Canvas Program “earliest stage”	hion-context.md §5 + §4	Tesla Canvas Program documentation	unverified	Jim
Bill O’Connor “30+ years” / KPMG / M&A	hion-context.md §5	Bill’s bio on file	partially verified	Bill / Will
Joe Lewis Smoothie King 39 → 1,400+	hion-context.md §5	Joe Lewis bio + publicly verifiable Smoothie King history	partially verified	Joe Lewis
Joe Lewis prior CEO roles (5 brands)	hion-context.md §5	Joe Lewis bio	partially verified	Joe Lewis
Steve Wazny 150+ locations / 6 brands / ~4,800 employees / I-25 Orchard	hion-context.md §5	Steve Wazny bio + first-site documentation	unverified	Will / Steve
Kevin Hein co-chair Akerman Franchise & Licensing Sector Team	hion-context.md §5	Akerman public profile	partially verified	Will / Kevin
HFG Holdings cap table	(not in repo)	cap table on file	open	Bill
Capital partner relationships (named LPs, terms)	(not in repo)	data room	open	Bill
Debt facility terms (relevant to leverage scenarios in M06)	(not in repo)	facility documentation	open	Bill
IR cadence / surfaces	(not in repo)	Bill’s IR plan	open	Bill

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Section 11 · Change log

Version	Date	Author	Changes
v0.1	2026-05-20	Claude	Initial draft. Largest open verification surface — capital stack and IR cadence specifics need Bill’s input.