Organization, Ownership and Capital
One mission, different responsibilities
Standard Loop intends to build institutions that help people do valuable work as technology changes the economy.
The work shares a mission, but it does not all require the same kind of money or management.
Our guiding principle is simple: each activity needs capable leadership, clear financial responsibility and a way to determine whether it is doing good work.
The proposed structure
Heartwell Ventures: ownership layer
Heartwell Ventures is the proposed parent ownership layer. Its legal relationship to Standard Loop and any existing entities will be verified and finalized with counsel.
Standard Loop: commercial operating platform
Standard Loop is the public-facing institution and the proposed operating and investment platform for career schools and related commercial activity.
The parent would own the Standard Loop brand and appropriate shared intellectual property. It would retain economic interests in acquisition vehicles and approve the central strategy, capital allocation and governance policies.
School acquisition vehicles
Each acquisition would generally have a separate transaction entity and school operating entity, subject to regulatory and lender requirements.
Transaction-specific investors would finance the particular acquisition. Senior lenders and sellers might also provide capital.
A school would have its own operating accounts, regulatory obligations, leadership and financial reporting.
The fellowship
The planned Standard Loop Fellowship would have its own director, funding commitments and independent oversight.
The intended structure is a separately funded nonprofit, subject to legal review. It would not launch without an anchor committing two years of support.
School acquisition capital, restricted student-aid funds and lender proceeds would not finance the fellowship.
The lab and future ventures
The lab would be a small, separately accounted applied-technology activity, established only when the budget and work justify it.
Its initial role would be to test useful tools for schools under approved commercial arrangements. A separate consumer venture such as Merritt should not be represented as part of the lab or as sharing individual private data with it.
A future project could become its own company when it has a proven need, an accountable leader and a defensible financial model.
Who makes decisions
Jason
Jason intends to serve as founder and chair. His responsibilities include capital formation, selecting senior leadership, setting the group's direction and ensuring the organization remains accountable.
School group leadership
An experienced education executive would lead the school portfolio and oversee campus performance, supported by qualified finance and compliance leaders.
Campus leadership
Each school would have a CEO or campus director responsible for its daily operations, staffing, schedules, employer relationships and educational performance within the applicable rules and board policies.
We intend to establish meaningful leadership equity and staff participation. Final arrangements will be negotiated and approved.
Fellowship and lab leadership
Each would have its own director or CEO, budget and operating measures. Jason would not be responsible for running those activities day to day.
How capital enters
Parent formation capital
Investment in the parent would pay for the initial leadership team, legal formation, acquisition sourcing, preliminary underwriting and shared operating capabilities.
Parent investors would receive the rights negotiated in their investment documents.
Transaction equity
Investors would contribute to a particular acquisition vehicle under a defined agreement. They could receive preferred returns, governance rights and a negotiated share of future value.
Acquisition debt
Loans would finance part of eligible acquisitions. The acquired businesses would need to demonstrate repayment capacity without depending on unproven technology improvements.
Seller participation
Selling owners might retain equity or provide subordinated financing when doing so creates appropriate alignment. Any seller debt must be compatible with lender and regulatory requirements.
Fellowship capital
Grants and other mission-appropriate support would enter the fellowship through its own arrangements. Charitable contributions would not promise commercial investment returns.
How value returns
A school first pays its legitimate operating costs, maintains required reserves and meets its financing obligations.
Distributions, when permitted, would follow the applicable transaction agreement.
The parent may receive negotiated sponsor economics, direct ownership returns and approved payments for actual services. Any related-party charges must be documented, commercially reasonable and consistent with education regulations.
School leadership and staff should participate in value creation under arrangements that are lawful and do not reward improper enrollment practices.
Founder economics
The structure should reward Jason for assembling the institution, attracting capital and building a valuable operating company.
The proposed design protects meaningful founder ownership of the parent while allowing investors and leaders to participate in the value they help create.
The actual parent capitalization, sponsor participation, investor preferences, management incentive pools and founder compensation are not yet agreed.
They must be negotiated together, not treated as separate afterthoughts.
Our proposed success test is that investors can earn attractive returns, operators can build meaningful personal wealth, the schools remain financially sound and the founder retains a substantial stake in the institution he creates.
Protections
Each entity should have appropriate accounts, financial statements, insurance and policies.
Related-party transactions should be reviewed and documented.
Student records, private relationship information and other personal data should remain protected. We intend to learn from authorized aggregate outcomes, published information and permissioned operational work, not unrestricted pooling of personal data across companies.
AI-supported workflows need clear human responsibility, access restrictions and review before deployment.
What remains to be decided
Counsel and the founding partners still need to settle the legal structure, tax treatment, equity rights, investor return arrangements, board composition, school ownership restrictions, liability protection and related-party policies.
Until then, this is a working architecture.
The principle will remain the same:
Put responsibility with capable people. Give them the resources to act. Keep every part accountable for what it produces.
Discussion material only. Financing terms, entity structure, and financial projections remain preliminary. This is not an offer to sell securities.