The Delaware Flip, end to end

What is the exact share-exchange ratio being proposed, and does it preserve every existing shareholder's proportional ownership? Walk me through the math line by line.

Which Georgian grants, GITA programs, or EU-funded contracts has LocalCo received, and what are the residency, clawback, and notice requirements in each one? Is there any term that the flip itself triggers?

What is the IP-assignment status across (a) my pre-LocalCo work, (b) my co-founders' pre-LocalCo work, and (c) every contractor we've ever paid? Where are the gaps and how long does it take to close them?

What is the proposed TopCo↔LocalCo services agreement and what's the transfer-pricing methodology? Have we modeled the Georgian tax treatment under chapter on related-party transactions, and the US tax treatment under §482?

What option pool is being created at TopCo, and what fraction comes from pre-money vs. new money? Show me the dilution split between founders, existing Georgian holders, and the new investor.

Will all existing Georgian angel investors be invited to swap into TopCo? If any decline or cannot (banking, KYC, residency), what is their post-flip economic and governance position?

Which customer contracts name LocalCo as the counterparty? Are we keeping LocalCo as the operational counterparty post-flip, or does any contract need a formal assignment with consent?

What is the proposed founder vesting at TopCo? Does it mirror the LocalCo vesting (including time already vested), or are we resetting? What's the cliff and what counts as "for cause"?

What's the closing-condition list between term sheet signing and wire? Which items are on me to deliver, what's the realistic calendar, and what kills the deal if any item slips?

What is the total all-in legal cost for this flip — US counsel, Georgian counsel, registered agent, filing fees — and who pays each item? Will the investor reimburse, expense the round, or come out of founder cash?