NewCo Platform Charter¶
What we are, what we do, and where we are going¶
NC-CHRT-001 v1.1 · 12 May 2026 · Internal
For external distribution, substitute "the Investment Manager" or the formal SPV name for "NewCo" throughout. External-facing institutional framing handled separately via NC-TEMPLATE-001 v2.1.
v1.1 changes from v1.0: §9 (Governance and decision rights) rewritten in role-language. Individual names removed. Documents the operational reality of solo-Principal-plus-AI-execution.
1. Mission¶
NewCo finances and operates clean energy infrastructure across industrial decarbonization in Southeast Asia, starting from a 25-year exclusive concession across 13 Thai industrial estates and expanding into adjacent asset classes and geographies.
NewCo is not a project developer. It is an investment platform built around a proprietary engine that scopes, costs, finances, and validates clean energy investments in hours rather than weeks.
2. North Star¶
By 2030, NewCo will have committed $1B+ across solar, BESS, and energy efficiency investments in Thailand, Vietnam, Indonesia, and Bangladesh, displacing 5+ million tCO2 per year and delivering 15%+ net IRR to LPs across two fund vehicles.
The path to that scale runs through the platform engine, not through bespoke deal modeling.
3. What NewCo does¶
3.1 The investment platform¶
NewCo is the platform that:
- Identifies clean energy opportunities at industrial sites, commercial buildings, hospitals, malls, mints, and other asset classes
- Scopes each opportunity using a canonical analytical pipeline (NC-METH-001, the IEAT Solar methodology)
- Costs and finances each opportunity using a structured-finance approach (project finance debt + JV equity)
- Operates the resulting assets through 10–25 year offtake contracts
- Generates returns from energy revenue, carbon revenue, and exit multiples
3.2 The six products¶
| Product | Fund I allocation | Typical contract tenor |
|---|---|---|
| Solar PV (rooftop, ground, carport, canopy) | 35–40% | 15–25 years |
| Cooling-as-a-service | 20–25% | 10–15 years |
| Steam | 15–18% | 10–20 years |
| Compressed air | 8–10% | 10 years |
| EV charging | 7–10% | 5–7 years |
| LED retrofits | 5–7% | 7–10 years |
Concentration limits per the investment policy: offtaker ≤ 5%, industrial zone ≤ 15%, product ≤ 40%.
3.3 The active program portfolio¶
- IEAT Solar Investment Program (the flagship): 25-year exclusive concession across 13 Thai industrial estates totaling ~35,500 rai. ~531 MWp solar + ~75 MWh BESS pipeline, ~$566M total commitment across 3 tranches. First-of-its-kind structure in Thailand.
- WB LCC Programme (P181082): $200M IBRD pipeline supporting municipal PV across BMA, Lampang, and 5 other provinces. Co-financed with EXIM Thailand. Currently pipeline; not yet Board-approved.
- Treasury Mint flagship: $43.8M zero-CAPEX ESCO across the Mint (128 rai, 37 MWp flagship), Treasury HQ, and 76 provincial offices.
- SAT UaaS: $38M / 20.3 MWp across 103 SAT-owned buildings in 40 provinces.
- MOPH UaaS: $50.96M / 37 hospitals.
- Active pipeline: CPN LCC, BDMS, MitrPhol partnership, Siam Piwat, Lodgis, Boon Rawd, HDBank, Nike Vietnam, Da Nang public assets.
4. Why this matters — the moat¶
The competitive landscape in Southeast Asian clean energy finance is crowded with project developers and bespoke modelers. Each new deal starts from a blank spreadsheet. Each new estate, each new asset class, each new country triggers weeks of analyst time.
NewCo is built on a different architecture. Every investment runs through the same engine:
- Geographic intake: estate boundary → GIS polygon → typology-classified surfaces
- Capacity sizing: per-segment kWp DC from typology coefficients
- Yield modeling: per-segment P50/P90 kWh/kWp/yr
- CAPEX build: per-typology unit cost × kWp + soft costs + financing fees + contingency + IDC
- Offtaker attribution: IEAT-direct vs tenant-attributed; per-tenant credit grading
- Financial model: 25-year cashflows → IRR, DSCR, NPV, MOIC, payback, Y10 exit
- Sensitivity envelope: CAPEX, yield, tariff, OPEX, rate, BOI, tenant consent
The same 7-step engine works for an industrial estate, a hospital, a mall, a hotel, or a government complex. What changes is the typology library, the cost stack, and the financing structure.
The moat is not the methodology document. The moat is the engine plus the operating discipline that lets one human-plus-AI-execution scope a new opportunity in hours rather than weeks. The platform investment scoping product is the differentiator. Competitors will catch up on individual deals; the gap they cannot easily close is the engine.
5. Asset class roadmap¶
| Phase | Asset class | Status |
|---|---|---|
| Phase 1 (live, 2026) | IEAT industrial estates | Active; Laem Chabang flagship investment IC-ready |
| Phase 2 (2026–27) | Individual industrial buildings (non-IEAT factories) | Pilot via MitrPhol partnership |
| Phase 3 (2027) | Commercial buildings (offices, mixed-use) | Pilot via CPN LCC |
| Phase 4 (2027) | Retail (malls, shopping centers) | Active pipeline: CPN, Siam Piwat |
| Phase 5 (2027–28) | Hotel and hospitality | Active pipeline: Lodgis |
| Phase 6 (2027–28) | Hospitals and healthcare | Active pipeline: MOPH, BDMS |
| Phase 7 (2028+) | Sovereign / government complex | Treasury Mint in design |
Each new asset class requires one Asset Class Playbook (per the template in NC-ACP-000) plus 4–6 weeks of methodology adaptation work.
6. Geographic roadmap¶
| Phase | Geography | Vehicle |
|---|---|---|
| Phase 1 (live) | Thailand | Fund I (Oct 2026 close target) |
| Phase 2 (2027–28) | Vietnam | Fund II ($400–500M) |
| Phase 3 (2028) | Indonesia | Fund II |
| Phase 4 (2028) | Bangladesh | Fund II |
| Phase 5 (2029+) | Philippines, Malaysia, others | Fund III TBD |
7. Operating principles¶
- The engine, not the deal. Every investment runs through the canonical pipeline.
- Honesty about gaps. Where methodology is implicit, inferred, inconsistent, or pending — say so explicitly. Hidden gaps compound.
- Local nuance, global discipline. Per-typology and per-program parameters absorb local quirks; the engine remains uniform.
- Government counterparty centrality. Most investments involve a government counterparty. PPP-grade documentation is the price of entry.
- Carbon as upside, not anchor. Carbon improves IRR by 100–300 bps; it does not justify projects on its own.
- Off-balance-sheet for offtakers, on-balance-sheet for NewCo. Zero-CAPEX structures with NewCo as sponsor.
- Documented decisions, version-controlled methodology, audit-tracked findings.
8. Fund I structure¶
- Vehicle: Singapore VCC, $250M closed-end private equity
- Target close: October 2026
- Fee structure: 2% management, 20% carry, 8% hurdle
- GP commit: 2–5%
- Hold period: 7+2 years
- Target net returns: 15% net IRR, 2.0× MOIC (base case)
- Anchor LP strategy: IFC direct LP $15–25M (Seraya Fund II precedent); IBRD cannot invest equity per Articles of Agreement; IBRD participation routes through WB LCC sovereign loan (P181082) rather than the equity fund
- MAS regulatory: full LFMC required; application filing overdue and a priority workstream
9. Governance and decision rights¶
NewCo operates as a solo-Principal-plus-AI-execution platform:
- The Principal holds all decision rights: investment commitments, methodology approvals, parameter changes, external document distribution, counterparty negotiation positions, regulatory engagement policy, Fund I LP relationships, vendor selection, hiring.
- The AI platform executes drafting, analysis, audit, scoping, and documentation under standing autonomy rules defined in the Operating Manual decision-rights matrix. It produces deliverables for Principal review; it does not act as an independent reviewer.
- Future functional roles (technical reviewer, risk reviewer, carbon lead, regulatory lead, financial structuring lead, country director) are reserved in the structure but unfilled. Until filled, all functional responsibilities consolidate under the Principal with AI execution.
This is unusual and worth being explicit about internally. NewCo's external positioning describes a normal institutional structure (CEO, COO, CRO, Heads of Function, country directors) because counterparties — IEAT, Treasury, IFC, EXIM, World Bank — engage with what reads as a normal organization. External-facing institutional framing is defined separately in NC-TEMPLATE-001 v2.1.
Decision rights matrix is formalized in the Operating Manual §3. Methodology changes follow the semver discipline in NC-METH-001 Part F.
10. Where to go next¶
If you are reviewing this for the first time, read in this order:
- This Charter (you just did)
- Operating Manual (NC-OPS-001 v1.1) — how the platform runs day-to-day
- Onboarding Playbook (NC-ONB-001 v1.1) — reserved for future hires; framework only
- NC-METH-001 Parts A–F — the methodology spine, the analytical engine
- Parameter Book (NC-PARAM-001 v1.1) — every numerical parameter
- NC-ACP-001 IEAT-Industrial Playbook v1.1 — applied template for the IEAT asset class
- Annex J of NC-METH-001 — audit register, active issues and closures
If you are evaluating NewCo for investment or partnership: request the Fund I PPM and Term Sheet (separate confidential package).
11. Version history¶
| Version | Date | Notes |
|---|---|---|
| 1.0 | 12 May 2026 | Initial publication; closes F-13 (keystone) in NC-HEALTH-001 v1.0 |
| 1.1 | 12 May 2026 | §9 rewritten in role-language; individual names removed; documents solo-Principal-plus-AI-execution operating reality; external institutional framing reserved to NC-TEMPLATE-001 v2.1 |
End of Platform Charter v1.1.