AFFIRMOLOGY

Confidential Disclosure Document

AFFIRMOLOGY LLC · Private Placement of Membership Units · Prepared for Norman Adams · v4, July 2026

Prepared by the Company against the disclosure checklist in Part II of SEC Form 1-A. Review by securities counsel is pending.

Notice to recipients

 

This document is confidential and is furnished solely to Norman Adams for the purpose of evaluating an investment in AFFIRMOLOGY LLC. It may not be reproduced, forwarded, or distributed to any other person. By accepting it, you agree to keep it confidential and to return or destroy it on request.

This is not an offer to the general public. The membership units described here are offered only in a private placement exempt from registration under Regulation D of the Securities Act of 1933. Participation is limited to investors who qualify under the applicable exemption. Each prospective investor must complete an investor questionnaire and subscription documents, and the Company will determine eligibility.

These securities have not been registered with the Securities and Exchange Commission or any state securities regulator, and neither the SEC nor any state has passed upon the merits of this offering or the accuracy of this document. Any representation to the contrary is a criminal offense.

Risk of total loss. An investment in the Company is speculative and illiquid. You may lose your entire investment. You should not invest unless you can afford to lose the full amount.

Forward-looking statements. This document contains projections, targets, and forward-looking statements. They are illustrative only, they are not promises or guarantees, they rest on assumptions that have not yet been validated by real operating data, and actual results will differ, possibly materially.

No advice. Nothing here is investment, legal, or tax advice. Consult your own advisors.

1. The Company

 

Name and form. AFFIRMOLOGY LLC, a Wyoming limited liability company. Articles of Organization filed June 25, 2026 (Original ID 2026-002015324), with a delayed effective date of June 26, 2026. Manager-managed. Jeff Parker is the sole Manager.

Tax status. Multi-member LLC, taxed as a partnership. Federal EIN issued.

Principal office. 1621 Central Ave, Cheyenne, WY 82001. Operations are conducted from Miami, Florida.

Operating history. The Company was formed in June 2026 and is pre-revenue. It has no operating history, no revenue, and no customers as of the date of this document.

2. The business

 

Affirmology turns a person's birth data into personalized, first-person audio. A multi-agent AI system computes the full chart across Western astrology, Vedic astrology, Human Design, Gene Keys, and numerology; retrieves grounded interpretation from a proprietary corpus of approximately 25,000 records; writes a personalized script; renders it in a human voice; and mixes it over music. A chart-grounded chatbot accompanies it.

What exists today. A working chart engine with a passing test suite; the corpus, assembled and tier-walled; a multi-agent generation system with a verifier that checks output against the actual chart; audio synthesis with a quality gate; and two applications (an internal studio and a user app). The system runs in the cloud.

What does not exist yet. Paying customers. Revenue. Validated retention. A completed public launch. A functioning creator program at scale.

Business model. A subscription membership, with a starter product, a monthly tier, a premium tier with on-demand audio generation metered in credits, and a paid creator tier for coaches and facilitators. Pricing is not final and will be set from beta data.

Intended milestones. Private beta opened July 2026; the full private beta cohort begins August 8, 2026. The public app-store release is targeted for August 14, 2026, with commercial availability opening in the window between August 14 and September 11, 2026, as beta data allows. A Miami launch event is planned for September 11, 2026. Both founders serve as Masters of Ceremonies at the Ultimate Wellness Conference at Faena, Miami Beach, September 24 to 26, 2026, under a partnership that is currently VERBAL and not yet signed. A community gathering is planned for November 11, 2026.

3. Risk factors

 

Investing in the Company involves a high degree of risk. Consider at least the following, which are not exhaustive.

No operating history, no revenue. The Company was formed weeks ago. It has never sold a subscription. Every financial figure in any Company material is a projection, not a result.

The core assumptions are unvalidated. The Company's model assumes roughly $27 monthly revenue per subscriber, roughly $55 to acquire a customer, and roughly 10% monthly churn. NONE of these have been observed in the Company's own operations. Independent benchmarks suggest the median subscription app converts far worse than the Company's assumptions require, and that a $50 customer acquisition cost is a top-quartile outcome, not an average one. If churn is materially higher, or acquisition cost materially higher, the business model does not work at any raise size.

Concentration in two founders, who are romantic partners. The Company depends entirely on Jeff Parker and Sol Ballard. Mr. Parker builds the product, the technology, the marketing systems, and the community relationships. The founders are in a romantic relationship. Although the operating agreement is expressly designed so that a separation does not affect equity, roles, or governance, a breakdown in that relationship could still materially disrupt the business. There is no key-person insurance.

Key-person risk on Mr. Parker specifically. He is currently the sole engineer, the product designer, the marketer, and the primary public face for investors and partners. His loss or incapacity would be severe.

Platform and vendor dependence. The product depends on third-party AI and voice vendors (including ElevenLabs and Fish Audio) and on the Apple and Google app stores. Price increases, policy changes, service interruptions, or removal from an app store could materially harm the business. A voice-vendor grant the Company has applied for has not been awarded and may not be.

Competition. Larger, better-capitalized companies (including Co-Star, The Pattern, Nebula, CHANI, Calm, and Headspace) operate adjacent to this space and could add similar features. The Company has no assurance it can compete.

Intellectual property. The Company intends to file a provisional patent application. Nothing has been filed as of the date of this document. A provisional application, once filed, is not a granted patent, confers no enforceable rights on its own, and may never issue. Trademark protection has not been secured.

Regulatory and content risk. The product touches wellness, mental wellbeing, and spiritual practice. Claims about benefits could attract consumer-protection scrutiny. The Company collects sensitive personal data, including birth date, time, and place, and privacy regulation in this area is expanding.

Music and content licensing. The Company uses music beds and interpretive source material. If any of it is later determined not to be properly licensed, the Company could face claims and be forced to re-produce content.

Illiquidity. The units are restricted securities. There is no public market, none is expected, and they cannot be resold absent registration or an exemption. You should assume you cannot get your money back.

Dilution. The Company may issue additional units in the future, including to a future chief executive, to technical and other employees, to advisors, and potentially in a later financing, if there is one. No future round is planned or assured, but any such issuance would reduce your percentage.

No dividends or distributions are assured. The operating agreement provides for distributions only after a six-month operating reserve is funded and only at the board's discretion. There may never be a distribution.

Tax risk. As a member of an LLC taxed as a partnership, you will receive a Schedule K-1 and may owe tax on income allocated to you even in a year when the Company distributes no cash. The operating agreement provides for mandatory tax distributions, but the Company's ability to make them depends on having the cash.

Related-party transactions. Mr. Parker intends to operate outside ventures, including a transformational-events business (with a Company advisor) and a personal brand business. The operating agreement discloses these, requires arm's-length terms, and requires approval by the disinterested co-founder. Conflicts of interest nonetheless exist.

The Company may not raise enough. If this offering does not close in full, the Company may be unable to execute its plan, and your investment could be lost even if the underlying idea is sound.

Reliance on unwritten and unsigned arrangements. Several relationships described in Company materials, including the Faena conference partnership, are verbal and not yet documented.

4. Use of proceeds

 

The Company is offering membership units to raise between $30,000 and $150,000, with a target of approximately $100,000. The allocation below reflects the $50,000 scenario in the accompanying Use of Funds document; proceeds will be applied approximately as follows, and the Company reserves the right to reallocate as circumstances require.

UseApproximate allocation
Founder support (two founders, launch window)40%
Paid advertising and customer acquisition13%
Engineering and product help10%
Launch events, venue, demo equipment, and materials (including oracle card decks)15%
Music beds, API credits, and software11.6%
Hardware, creative, and design support8%
Accounting, bookkeeping, and reserve buffer2.4%

 

The Company will not use proceeds to acquire a physical office, and does not intend to fund a planned Miami studio space from this offering.

5. Management

 

Jeff Parker, Chief Executive Officer, Chief Technology Officer, and sole Manager. Electrical engineering background; thirteen years as a United States patent attorney; prior capital raised; built and ran multi-day conferences; a builder of communities in Miami. He originated the concept, built the technology, and developed the heart-coherence methodology used in the product.

Sol Ballard, Co-Founder and Chief Brand Officer. Brand, voice, content, and community. She is the customer archetype and the public voice of the product.

Compensation. A combined founder pool of $8,000 per month, structured as guaranteed payments, payable when the Company can fund it. As revenue strengthens, combined founder pay rises with it under the cap set in the operating agreement. No other compensation is currently paid.

Advisor. No advisory grant has been signed. The Company may engage a strategic advisor, non-voting, and any advisory grant (on the order of 2%, vesting) would be drawn from Mr. Parker's units and disclosed to investors. An advisor with an interest in an outside venture of Mr. Parker's would be a disclosed conflict handled under the operating agreement's related-party rules.

Board. A three-seat board: Mr. Parker (chair), Ms. Ballard, and one additional seat, currently unfilled. Any conflicted member recuses.

6. Ownership

 

HolderOwnership before this offering
Jeff Parker75%
Sol BallardProfits interest, full ownership from day one: 10% floor at signing, vesting to 25% over three years on time alone
Reserved for Ms. Ballard's vesting15%

 

There is no separately reserved employee option pool. Grants to employees, a future chief executive, or advisors come from Mr. Parker's units, or from newly issued units that both founders approve. Investors in this offering dilute both founders pro-rata.

7. The securities offered

 

Instrument. Direct membership units in the Company. Not a SAFE, not a convertible note. Purchasers become members of the LLC with distribution rights and voting rights as set out in the operating agreement.

Valuation and price. $1,500,000 post-money. Approximately 1% of the Company for every $15,000 invested.

Founding-investor bonus. The first accepted subscription into this offering carries founding-investor pricing: bonus units above the standard terms, per the ladder in the accompanying Term Sheet. It applies to the first accepted subscription only, is valid through July 31, 2026, and is disclosed to every investor in the round.

Minimum investment. $5,000. The Company may accept less or more at its discretion.

Restrictions. The units are restricted securities. They bear a legend, cannot be freely transferred, are subject to a right of first refusal in favor of the Company, and cannot be resold absent registration or an exemption.

Governance. Investors do not participate in management. The Company is manager-managed. Major Decisions require both founders.

Distributions. Only after a six-month operating reserve is funded, then quarterly at the board's discretion, pro-rata to ownership. Mandatory tax distributions come first. There is no assurance any distribution will ever be made.

Alternative structure. At an investor's election, the Company may instead offer a promissory note for a fixed return in place of equity (roughly 4 to 6% interest, repaid over 18 to 24 months).

8. Financial statements

 

The Company was formed in June 2026 and has no operating history. Unaudited financial statements covering the period from inception are being prepared with the Company's bookkeeper and will be furnished to investors as completed; the working financial model and the Use of Funds are available now on request. An audit is not required for an offering of this size under Rule 506(b).

9. Additional information, and your right to ask

 

The Company will make available to any prospective investor, upon written request, any additional information the Company possesses or can obtain without unreasonable effort or expense, including the operating agreement, the financial model, the business plan, and any exhibits referenced here.

Ask us anything. Every prospective investor has the opportunity to ask questions of the Company and to receive answers before investing. Take it. If something in this document is unclear, or if a number matters to your decision, ask before you invest, not after.

Equal information. Any written material furnished to any investor in this offering will be made available to every other investor in this offering on request.

10. How to invest

 

Complete the investor questionnaire (which establishes your eligibility).

Review this document, the operating agreement, and the financial statements.

Ask any questions you have, and get answers, before committing.

Execute the subscription agreement.

Fund by wire to the Company's account.