WORKING DRAFTKait → Amzy · June 2026 · raw notes, not final
NOT FOR DISTRIBUTION
// KMB → Reveille · Working Draft · First full pass
Group Island Spirit
A vertically-integrated electric-catamaran builder and charter
platform in Thailand — the shape of the company, reconstructed
from 42 source documents.
This is discovery — what the business is, how it's wired,
and what we still need. The value conversation (our
Alpha · Delta approach — build the value, then extract
it) comes later, once the model is rebuilt on clean numbers.
Scroll — the company · the structure · the gate · the gaps
From Kait · what this is
This is my working picture of GIS after a full pass through
the data room (42 documents). Sharing it so you have the
same map I'm working from, not a final deliverable. Numbers
are KMB reconstructions from source documents; the model
rebuild comes later.
The headline finding: the structure is more complex than the
original profile showed. 11 entities across 4 jurisdictions,
and control of the Thai layer sits on a pledge/nominee
arrangement that needs a Thai-counsel opinion before we
spend anything on audit. That's the gate.
I'm still working through the Bat-O-Bleu / GIS Europe BV
piece and confirming a few structural details in that part
of the chain, so treat those sections as directional for
now. The US control picture and the cap table I'm confident
in.
Open items flagged throughout are real data room gaps. Thai
counsel + the ASC 606 revenue work will both move the
numbers, and probably in a good direction. I'll flag where I
want your input or a document push.
01 · What it is
Four businesses, one US parent, one electric thesis.
A roll-up assembled in 2018–19 from existing charter,
sailing-school and manufacturing operations — then, in
2021, pivoted to all-electric
catamarans.
Manufacturing
GISM · Rayong
Electric & diesel sailing/power catamarans — IS525E,
IS410E, the N20 tour cat. The growth engine.
Charter
Elite · Phuket
Manages ~20 bareboat yachts for ~17 third-party owners.
The steady cash line.
School + Brokerage
ISC · Gulf of Thailand
SE-Asia's largest blue-water sailing school + yacht
brokerage. Owns a real fleet.
Seychelles charter
Bat-O-Bleu
A Seychelles charter operator acquired 2023 (~€1.24M);
GIS's first base outside Thailand.
On the electric thesis: The EV
positioning is real and it's what brought Navigare to the table.
Still working through how much weight it carries from a value
standpoint. In today's micro-cap market the "green premium"
tends to compress, so holding it as a narrative and exit asset
for now, not a multiple driver. More to say on this once the
model is rebuilt.
02 · The structure
· the key picture
How the US controls a Thai-majority group.
Our reading from the registers, the 2020 org chart and the tax
returns.
Jack & Ron: does this match how you'd describe
it?
03 · The gate · before anything else
Get Thai counsel before any audit spend.
Everything above — the consolidation, the tax position, the
valuation — rests on one Thai-law question: is the
nominee/pledge over the 51% Thai owner
legal and enforceable, or does the
Foreign Business Act void it? The
Treaty of Amity covers most sectors but
excludes transport, which is exactly
the charter layer. This is the cheapest, highest-leverage,
first step — do it before
spending a dollar on the audit.
Is there a real
Amity Treaty certification
on file — and which entities does it cover?
Does charter/transport fall
in the Amity-excluded zone, forcing the nominee
structure?
Does the
pledge/option/transfer
survive Foreign Business Act scrutiny?
If not — what's the fix (BOI promotion, restructure
the charter entity, real Thai partners)?
04 · Control & economics
Founder control is locked; minority leakage is ~nil.
Who controls GIS Inc
A super-voting
Class A preferred (votes = 2×
all common; 10,000 shares held by five insiders) puts
control with the founders regardless of the common
float.
Jack Matz — ~30% common
· ~34% of the vote
Ron Patston — ~25%
common ·
~32% of the vote
Jack + Ron together —
~55% common ·
~66% of the vote
RW Solutions — ~12% common
· a significant minority,
not control
Class B preferred converts to
common on 30-Apr-2025 — that
dilutes common economics, but not control:
the Class A super-vote scales with total common, so Jack
+ Ron keep ~⅔ of the vote regardless.
Who gets the economics
US economic interest in Thai ops
~99.7%
Radhanond's 51% preferred is pledged and earns no
cash flow
Real non-controlling interest
~0.3%
A few token shares —
not the 30% an earlier draft assumed
05 · The business reality
Real, growing, lumpy, and concentrated.
Revenue mix — two engines
Boat manufacturing (large, point-in-time — swings as
hulls deliver) and charter (steadier, but booked
gross). Read the mix, not
the totals.
Revenue recognition · ASC 606
ASC 606 will move the value, materially.
Two things change the revenue line a lot: (1)
boat revenue is recognized
point-in-time vs over-time, which shifts millions between years; (2)
Elite books charter
gross as an agent — on a
net (commission) view, headline revenue drops
sharply (EBITDA barely moves). The 2023 growth
was also partly
acquisition-driven (Bat-O-Bleu
~$1.5M), not organic. It's a
substantial workstream of its own
— and the main reason we're not putting a value
on the company yet.
Navigare — the double edge
Best customer, biggest risk, likely exit.
Navigare (Dream Yacht / Beneteau group) ordered
9 electric cats (~$1.3M each).
That's GIS's largest channel — so it's
customer-concentration risk —
but also the
most logical strategic acquirer.
Watch this thread.
Maverick — the boat loss
A casualty with an open insurance question.
The first IS525 hull was
lost in a Dec-2024 casualty near
Songkhla, then salvaged and retained (no write-off).
No hull/voyage insurance recovery is visible
— a real exposure to confirm, and a reminder the
manufacturing line carries delivery risk.
06 · Consolidation (ASC 810) & tax, in plain English
One company on paper, held by one Thai-law thread.
Consider
Can we combine them?
US accounting lets us consolidate what we
control, not just majority-own.
The pledge over the Thai 51% gives control + economics →
consolidation is supportable.
Why it matters
Tax already says so
The US return files
≥5 CFC Form 5471s + 18 FBARs
asserting US control. Tax and accounting must tell the
same control story — and they
do.
The risk
Thai FBA / Amity
The charter/transport layer leans on a
nominee/pledge in an
Amity-excluded sector — the §03 gate. The tax filings
raise the stakes: they're already
on the record claiming US
control.
07 · What we know · what's missing · why it matters
An honest map of the gaps.
What we now know
The full entity chain + the control mechanism
Founder voting control (Jack + Ron via Class A)
US gets ~99.7% of Thai economics; NCI ~0.3%
Tax: consolidated 1120, 5 CFC 5471s, 18 FBARs
Statutory FS 2023–25 for all four Thai entities
Original intent: electric-cat roll-up, OTC as deal
currency
What's still missing
The Amity certification + the pledge/option
instruments
Thai-counsel FBA/nominee opinion
Bat-O-Bleu / GIS Europe / Elite Yachting financials
Cap table ✓ done. Next: the
Thai-counsel opinion (§03), the
Amity + pledge documents, and the missing entity
financials.
Phase 2 — Rebuild
Models on the truth
Full-entity consolidation (NCI ~0.3%), the
ASC 606 revenue work, corrected
NAV — the inputs a real valuation needs.
Phase 3 — List
Path & vehicle
OTCID → OTCQB; GIS Inc lists;
stress-test the Thai control against PCAOB + SEC
scrutiny.
The value question — a separate, later track
Where value comes from — once we can number it.
The levers are clear: a clean audit + consolidation,
de-levering the LOC stack, the electric-cat +
charter-annuity story, and Navigare. We deliberately
aren't attaching a dollar figure yet — the honest number
depends on the Phase-2 rebuild (the 606 work moves it
materially).
We'll branch to the value view when the model
supports it.
ALPHA · build value DELTA · extract value → value track (pending)