01 — The Thesis
Bolivia is CONMEBOL's last untapped football market

Low operating costs, high continental prize money asymmetry, zero institutional foreign ownership. Operator-led, structure-first. The founder relocated to Santa Cruz de la Sierra. Team spans PE, media production (13 Emmy nominations), national team operations, Lazard M&A advisory, PwC financial governance.

"We are not covering football. We are inside it. Real club, real academy, real promotion stakes — and the only youth development institution in Bolivia built to last."

$0
Cash Purchase Price
Equity for operations
75%
Puente Equity
Operator majority
~$22K
Total Club Liabilities
Verified — April 2026 DD
25 Players
Current Squad
14 uncompensated
30+
Academy → Liga Graduates
Including national team players
02 — Entity Architecture
Cross-border structure for capital discipline

Designed for capital efficiency, regulatory compliance, and investor access across jurisdictions. Hover each entity to see its role in the structure.

Puente
United States
Three US Entities
Puente Capital

Raises equity via Reg CF (community) and Reg D 506(c) (accredited). Deploys capital into HoldCo and MediaCo.

Puente Media

Monetizes content, memberships, merch, international sponsorship via IP/Content License with Club S.A.

Puente Foundation

Tax-advantaged funding for El Semillero. Restricted-use grants for education, equipment, nutrition.

Paraguay HoldCo
Systemic Risk Management
Why Paraguay

Intermediary jurisdiction providing treaty benefits, governance flexibility, and clean equity transfer mechanics. Ownership: 75% Puente / 25% James Family. Shields the structure from Bolivia-specific macro risk — no bilateral investment treaty between the US and Bolivia. Paraguay provides the legal and fiscal bridge between US capital and Bolivian football operations.

Bolivia Club S.A.
Football Operations
Operating Entity

Holds the Ficha de Afiliación (ACF/FBF league registration), brand, and intellectual property. Receives local revenues, league distributions, and local sponsorships. Staff, players, registrations, matchday, and compliance all flow through Club S.A.

Bancruz Piraí
First Team
The Club

Currently competing in ACF División A (Primera A). Promotion to the national First Division is the primary sporting objective. Santa Cruz de la Sierra — the heart of Bolivian football.

El Semillero
Academy
The Pipeline

Existing Bolivia nonprofit youth academy. Contracted into Club S.A. via exclusive 20-year management agreement. 100% of economic rights (transfer fees, commercial revenue) flow to the S.A. The pre-built compliance advantage.

Securities Framework
FeatureReg CFReg D 506(c)
Investor TypeAnyone (US)Accredited Only
Max Raise (12mo)$5MUnlimited
SEC FilingForm CForm D
General SolicitationYesYes
Platform RequiredYes (Wefunder)No
Audit Requirement<$124K: Review onlyNone required
Concurrent OfferingPermitted — separate entities
03 — Financial Model
Grounded in real data

Not projections built backward from a target. This model starts with verified baseline data from the April 2026 due diligence disclosure, benchmarks against a proven comparable, and identifies the single catalyst that resets every revenue line upward.

Where You Start

Sourced from the James family's formal DD response (April 1, 2026). This is not a distressed asset — it is an underresourced one. The liabilities are manageable. The infrastructure exists. What's missing is capital discipline and commercial execution.

~$22K
Total Disclosed Liabilities
Bank + Vendor
0
Professional Contracts
No COMET registrations
2 of 25
Players Receiving Salary
14 fully uncompensated
Verbal
All Staff Contracts
Formalization at transformation
LiabilityAmount (Bs)Amount (USD)Source
Bank Debt — Banco Mercantil112,638~$16,200DD Annex 5.1
Vendor — HIDRA (apparel)40,000~$5,750DD Annex 5.3/5.4
Utilities (CRE/Saguapac)RoutineMinimalDD Annex 5.2
Labor FiniquitosTBDUnquantifiedPending calculation
Training Comp. Claim (Asset)ActiveTRD vs. TomayapoDD Annex 3.2
Revenue Architecture — Build Your Own Model

Jersey Bird generates $310K annually covering a fifth-division club it doesn't own, from home. Puente operates a club it controls, from inside it, with promotion stakes, academy access, and a country whose national team just came within one game of qualifying for the World Cup for the first time in 30 years. Set your own assumptions below.

Jersey Bird (Jan 2026 — Q1 Floor)Monthly% of Total
YouTube AdSense$8,28132%
Merch$6,30524%
Custom / Services$6,50725%
Community (Discord)$1,6506%
Other$3,06612%
Total$25,809/mo$310K/yr
Puente Year 1 — Set Your Assumptions

Key insight: 68% of Jersey Bird's revenue is non-AdSense. YouTube is a signal metric and discovery engine — sponsorship, membership, and merch are the business. The Q1 2026 data above represents Jersey Bird's seasonal floor (Q1 CPMs run 20–40% below Q4 peaks).

What Promotion Unlocks

Promotion is not a growth rate — it is a category change. Every revenue line resets upward. This is the investable event.

DimensionACF Primera A (Current)
LeagueRegional — Santa Cruz only
Broadcast Revenue$0
League Distribution$0
CONMEBOL AccessNone
Tournament Payouts$0
Sponsor TierLocal only — constrained ceiling
Transfer MarketLimited visibility — no COMET registrations
Media NarrativeBuilding the story
Estimated Annual Revenue<$200K

"Most promoted clubs spend 12–18 months building the infrastructure required for compliance — academy, governance, medical, reporting. Bancruz enters with all of it pre-built. Promotion revenue is retained, not spent catching up."

04 — CONMEBOL Economics
The promotion advantage

Promotion triggers ~$1.5–2M/year in TV distributions. Most clubs immediately hemorrhage that money on FIFA compliance — academy buildout, infrastructure, medical staff, licensing fees. Bancruz already has El Semillero. That compliance cost is pre-paid. Promotion revenue is retained, not spent catching up.

The cost floor is real: The current squad of 25 players operates on food stipends, housing for two, and monthly salary for two. Fourteen players receive zero compensation. At this level, simply paying players reliably is a competitive recruiting advantage — one that Puente activates from day one.

$1.5–2M
Annual TV Distribution
Post-promotion
$3M
Libertadores Group Stage
Per participating club
$340K
Match Bonus
Per Libertadores match
CompetitionStagePayout
Copa LibertadoresGroup Stage$3,000,000
Copa LibertadoresMatch Bonus$340,000
Copa LibertadoresChampion$23,000,000
Copa SudamericanaGroup Stage$900,000
Copa SudamericanaChampion$10,000,000
Bolivian PrimeraAnnual TV Deal~$30,000,000
Bolivian PrimeraPer-Club Share$1,500,000–$2,000,000
Typical Bolivian club budget: $3–8M/year. Bancruz current: <$200K/year.

The asymmetry: Promotion from the regional division unlocks a 10–15x revenue step-change. Most promoted clubs spend 12–18 months building the infrastructure required for compliance. Bancruz enters with the academy, the governance, and the reporting already built.

The context: In March 2026, Bolivia came within one match of qualifying for the World Cup for the first time since 1994 — beating Brazil along the way. The near-miss reignited national football interest at every level. But the system that produced that run is broken: unpaid wages, match-fixing, governance crises, and zero institutional youth development outside of one place. El Semillero is the only academy in Bolivia that has operated continuously for over two decades, graduated 30+ players to the professional level, and produced 9 senior national team members. Every other pathway is informal, underfunded, or abandoned. That is why this club is the investment — not because Bolivia qualified, but because the country's football is rising and there is exactly one institution positioned to catch it.

05 — Transfer Engine
Academy to asset

El Semillero graduates flow into Club S.A. via exclusive 20-year management agreement. Combined capture: 20% of all onward transfer value (15% drag-along + 5% FIFA solidarity). Transfer cap assumption: $100K max/player, 2 transfers/year max, $25–60K average range.

This is not theoretical. El Semillero has promoted 30+ players to the Bolivian Liga — including Danny Bejarano (national team, Lamia FC in Greece), Samuel Sandoval (active training compensation claim via TRD against Club Tomayapo), Micky Cabrera, Diego Bejarano, Reyes Antelo, and players to Oriente Petrolero, Blooming, Bolívar, The Strongest, and Guabirá. The pipeline is proven. The structure to capture its value is what Puente builds.

$100K
Max / Player
2/yr
Max Transfers
$25–60K
Average Range
15%
Drag-Along
5%
FIFA Solidarity
20%
Combined Capture
Worked Example: Single Academy Graduate
StepEventValueBancruz Receives
1Academy → Club S.A. (first contract)Internal$0 (retained)
2Club S.A. → Bolivian Primera club$45,000$45,000
3Primera club → LATAM club ($400K)$400,000$80,000 (20%)
4LATAM club → Europe ($5.2M)$5,200,000$1,040,000 (20%)
Total Lifetime Value$1,165,000
06 — Media Revenue Simulator
Model the media economics

English-first strategy is a structural revenue decision — USA CPM $12–$32 vs Bolivia CPM $0.50–$1.50 (20–50x differential). Adjust the sliders to model projected monthly revenue by stream.

FormatCPM RangeCreator RPMRole
Long-Form (20+ min)$5–$18$2.50–$10Primary revenue engine
Long-Form (8–20 min)$5–$12$2–$6Match recaps, profiles
Shorts (≤3 min)$0.03–$0.08$0.01–$0.06Discovery funnel only
Memberships$1.99–$49.99~70% to creatorRecurring revenue
Direct Brand Deals$0.01–$0.05/view100% (no cut)Highest margin
07 — Precedents
What the comparables prove

Three models. Three proof points. Each demonstrates a different lever of the Bancruz thesis.

Wrexham AFC
Wales — Media-led takeover
175x
Return Multiple
£2M → £350M
Valuation Growth
Celebrity-accelerated. Ryan Reynolds is not replicable. But the model is: documentary drives commercial revenue (£13.2M commercial, +595% YoY). The show doesn't pay directly — it pays through everything else. Wrexham had no academy and no continental cup access. Bancruz has both.
Atlas / Otra Pasión
Argentina — Fox documentary
Fox Sports
Distribution Partner
LATAM
Market
Proof that the football documentary model works in Latin America — not just the Anglophone market. Fox licensed a multi-season run following a passionate but underperforming club. The story was the asset. Bancruz operates in the same cultural space with stronger institutional governance.
Jersey Bird
UK — Creator-led soccer business
2.6M
Monthly Views (Q1 Floor)
$25.8K
Monthly Revenue
Covers a fifth-division club he doesn't own, from the outside. 68% of revenue is non-AdSense (merch, design, Discord). Proves the multi-stream model at sub-3M views. Puente operates the club — embedded inside the operation, the finances, and the promotion race every day.
08 — Exit Pathways
Three categories of strategic acquirer

The exit is not a single event — it's a menu of options that unlock progressively as the club scales through promotion, media traction, and continental competition.

Football Groups
Multi-Club Operators
City Football Group (already in Bolivia with Bolívar), Red Bull, Reynolds Group / Welcome to Wrexham model. Bolivia as a feeder market in an untapped CONMEBOL economy. Low entry cost, high optionality.
Media & Entertainment
Content Acquirers
Vice, ESPN Films, Netflix Sports, Apple TV+, Amazon. The footage and IP have a second life as a streamer pitch package. The advisory team was assembled specifically for this pathway.
Growth & Venture
Sovereign / Family Office
Saudi PIF / Gulf sovereign wealth, Chinese groups with existing Bolivia mining ties, Japanese conglomerates (Colonia Okinawa connection). LATAM family offices seeking sports exposure with institutional governance.

Valuation spectrum: Current implied multiple ~0.5x revenue (Bolivian regional division). Post-promotion with media: 4–6x. Full media premium with continental access: 8–10.5x (Wrexham benchmark). The opportunity delta is the investment thesis.

09 — Risk Factors & Global Access
What can go wrong
Bolivia Macro
Foreign reserves collapse, parallel exchange rate (~30% gap), no bilateral investment treaty (BIT) with the United States. Political instability and nationalization precedent. Currency controls may affect repatriation of capital.
Sporting
Promotion is not guaranteed. The club currently sits 20th of 26 in the regional division (5W–7D–13L). Copa Simón Bolívar is an annual elimination tournament — the only bridge between amateur and professional football. Squad investment, coaching, and logistics upgrades are required.
Labor & Transformation
All staff and coaching contracts are currently verbal. Labor finiquitos are unquantified. Under Bolivian law, verbal employment agreements are legally binding with significant liability implications. The sucesión de empresa doctrine means if the S.A. restructuring appears to be a continuation of the prior entity, the new S.A. risks inheriting unpaid labor obligations. Labor debts are constitutionally senior to all other obligations in Bolivia. Mitigation: force Ministry-certified finiquitos at the entity transformation moment; S.A. selectively rehires on new contracts with 90-day probationary period.
Governance & Deal
The socios membership roll — which controls assembly votes and board elections — has not yet been produced. The current board mandate expired approximately November 2025. ACF sign-off on Ficha compatibility with the dual-layer structure (civil association retains Ficha, S.A. holds operational/economic rights) is a precondition, not a negotiating point. A poder (power of attorney) may be required for Matías to execute on behalf of the family.
Data Gaps
El Semillero balance sheet (Annex 7.6) was submitted as an empty file. Private facility lease contracts are pending confirmation. Bancruz SENAPI trademark certificate (Annex 4.2) is pending delivery. No professional contracts exist in the FBF's COMET system — all player agreements are informal internal convenios.
Execution & Key Person
Single-counterpart dependency (James family). Key-person risk on Hudson as operator and narrator. Media revenue timelines are inherently uncertain. The deal requires attorneys in three jurisdictions (Bolivia, Paraguay, USA) to execute simultaneously.
Media
YouTube AdSense is volatile and CPM-dependent. Audience building timelines are unpredictable. Documentary IP licensing requires deal closure and family consent. No guaranteed distribution partner. James family filming consent has not yet been discussed.
Withholding Tax & Capital Controls by Jurisdiction
JurisdictionWHT on DividendsCapital ControlsNotes
United States0% (treaty)NonePrimary jurisdiction
Canada15%NoneCAN-PY treaty
Mexico10%MinimalMX-PY treaty
Colombia10%Registration req.CO-PY treaty
Brazil15%Central bank reg.BR-PY treaty
Argentina15%Capital controlsAR-PY treaty — cepo risk
EU (General)15%NoneVaries by member state
United Kingdom15%NoneUK-PY treaty
Japan15%Registration req.JP-PY treaty
Australia / NZ15%NoneStandard withholding
China10%SAFE approvalCN-PY treaty — outbound restrictions
Asia Pacific10–15%VariesSingapore, HK, Korea
All rates are indicative and subject to treaty confirmation. Consult local tax counsel. Paraguay HoldCo structure may provide treaty benefits.