America's Holding Company Inc. (AHC) is a Delaware C corporation founded in 2022. It sells a $27/month membership that includes an annual picture-frame Christmas ornament, and it's building an ownership program designed so members earn a real, growing stake in the company the longer they stay. It's built on a 75-year horizon and is designed to never be sold.

Today, your $27 buys your membership and your annual ornament, plus the AHC Owner's Manual and the free Ownership Mindset content. The share portion of the program begins once our offering is qualified by the SEC. See Why can't I get shares yet? below.

Because we're doing this the right way. AHC is preparing an offering under Tier 2 of Regulation A, which the SEC must qualify before any shares can be sold. Until then, no money is being accepted for shares and no shares are reserved or promised. When we're qualified, members will hear first, and the full terms will be in our offering circular.

Of each payment, $16.67 ($200 a year) covers your membership and ornament: design, production, shipping, and running costs. Once qualified, the other $10.33 ($124 a year) is designed to be credited to your own share-purchase account and used only to buy shares. That money is designed to be held apart from operating funds and split between long-term broad-market investments and a reserve used only to buy shares back from members.

Within your first 60 days, reach out and we'll refund your membership, no questions asked. It's two-way: if we don't think we can give you the value you're looking for, or we see someone mistreating the community, we can refund and end the relationship early too.

Three ways, once qualified:

• Welcome grant: 10 Class C shares at $1 each when you join, so ownership starts on day one.
• Purchased Class B shares: at the end of each membership year, your share-purchase account ($124 a year) buys Class B shares at Fair Market Value. In year one, $10 of that pays for your welcome shares.
• Loyalty bonus shares: starting at the end of year two, Class B bonus shares equal to 10 times your completed years before that one: 10, then 20, then 30, and so on.

*Illustration only, at a hypothetical Fair Market Value of $5.00 per share. The real price is set monthly by the Board from the company's net asset value and will move up or down. Shares bought with dues will rise or fall with that price; loyalty bonus shares do not depend on it.

Fair Market Value is one price for both Class B and Class C shares, based on net asset value: what AHC owns, minus what it owes, divided by the Class B and Class C shares outstanding. The Board is designed to set it at least monthly, and while the founder is also CEO, each price must be approved by an independent director (the founder doesn't vote on it). Once AHC has 200 members, an independent valuation is required at least once a year. It can go down as well as up.

It's a bonus for joining, a discount from Fair Market Value so your ownership starts immediately. Each person gets one welcome grant, ever. It doesn't repeat if you cancel and rejoin.

Possibly. Welcome shares, loyalty bonus shares, and Future of Society bonus shares may be taxable income when issued. You're responsible for your own taxes, and it's worth talking to a tax advisor.

Only going forward, and only with at least one year's written notice to members. Any change applies equally to everyone, and shares already issued can never be reduced or taken back.

Not today. No class of shares carries a dividend right unless and until the Board declares the company's first dividend.

*This voting structure takes effect once AHC's certificate of incorporation is amended. Until then, every share has one vote.

Class B and Class C have identical economic rights: the same price, and an equal share per share if the company were ever sold.

The Class A shares elect a majority of the Board. They're designed to move into the AHC Stewardship Trust, which holds them for the mission and from which no one may profit, so AHC can move quickly while the financial benefits go to members. Justin Stephens is currently the sole director, Chairman, President, and CEO. At least one director will be independent, and the Board is meant to grow to up to nine.

A Members' Council of three shareholders, elected by shareholders on a one-person-one-vote basis once AHC has 100 eligible shareholders. The Council reviews the Trust's annual stewardship report and can take legal action to hold it to its purpose. Until the first election, a backup institution fills that role.

No. AHC is built to be owned by the people it serves. A sale or merger requires Class A approval, and the Stewardship Trust is forbidden from approving any deal that hands ownership or control to anyone other than AHC's own shareholders. If a sale ever happened anyway, Class A would get only par value and the rest would go to Class B and Class C equally per share.

The plan is to keep the current authorized share totals and do a stock split as the company nears the cap, so existing shareholders hold proportionally more shares. Splits apply equally to every class. No class gets new shares just to hit a target percentage.

There's no holding period. Designed options:

• Sell back now: ask AHC to buy back any Class B or Class C shares at Fair Market Value within 90 days.
• Get paid over time (Class B only): lock in today's Fair Market Value and be paid in equal monthly installments over 3, 5, or 10 years, with interest at the 10-year Treasury rate plus 2%, fixed for the term.
• Convert: turn Class B into Class C one-for-one and sell back or to another buyer. Converted shares can't convert back and lose the five votes and installment option.

Buybacks are subject to Delaware law limits and available funds. If AHC can't legally buy everything at once, requests are filled pro rata. Installment obligations are capped at 70% of the buyback reserve so money is always kept for immediate requests.

Yes, subject to AHC's right of first refusal in its bylaws: you tell AHC the buyer, price, and terms, AHC has 30 days to buy on those terms, and if it passes you have 60 days to sell to that buyer. That right ends once AHC's shares are publicly registered.

Shares you've been issued are yours. They're never forfeited. Any money already credited for shares buys shares within 30 days. You stop adding new shares, and no loyalty bonus is earned for a partial year. Missing payments for 60 days in a row counts as canceling.

You keep everything you were issued. Share purchases pick back up at the current price, and the loyalty bonus restarts as if you were in year one. There's no second welcome grant.

Anytime, through your Stripe billing portal, or email Justin directly.

When a major life event happens, like a marriage, a new child, a graduation, or becoming a U.S. citizen, members will be able to make a $100 claim: $50 for a commemorative ornament and $50 for Class C shares, plus bonus shares for the bigger events. See the full list.

Through retail ornament sales. Membership dues are designed to break even, so AHC's profit is meant to come from selling ornaments directly to customers. The founder's pay, set at $45,000 a year and approved by an independent director, comes only from those retail profits, never from dues, share money, or the buyback reserve. Until profits cover it, it's recorded as owed. See this year's ornament.

Yes. Within 120 days after each year-end, every shareholder is designed to receive an annual report with financial statements, a capitalization summary, the current Fair Market Value, buyback reserve balances, founder pay paid and owed, and how the Stewardship Trust voted. You can also ask for a statement of your own holdings anytime.

Follow Justin on social and tell him what you think. Join as a member. Share the mission with people who'd get it. And if you see a business or partnership opportunity that fits what we're building, reach out.