CHANGE®Limitless Potential
CHANGE® · Confidential Investment Memorandum00 / 11
CHANGE — Limitless Potential cover
Confidential Investment Memorandum
— CHANGE® · A House of Health

Limitless
Potential.

An invitation to co-build the next generation of CHANGE — three Level One flagships across Sydney, Adelaide and the Gold Coast. This memorandum presents an updated financial position for Surry Hills, Burnside, and Broadbeach, reflecting revised lease, construction and contribution terms.

01Chapter 01 / 11
— Overview · Who We Are

A super-boutique House of Health, built for a lifetime of integrated performance.

When we founded CHANGE, we made a clear and unwavering commitment to genuinely care for every individual who places their trust in us to support their health and wellness. Five years on, our vision has evolved, but that same promise remains the driving force behind everything we do. As you explore the next stages of your CHANGE ownership journey, we invite you to carry that same ethos forward: to lead with authenticity, care deeply, and always place people at the heart of the experience.

— Elevator

The country's first super-boutique House of Health.

CHANGE is redefining the way Australians approach health and wellness. Functional training, reformer pilates, yoga, traditional gym, breath work, recovery modalities including hot and cold therapies — infrared and traditional saunas, magnesium pools, ice baths, steam rooms — and leading-edge biohacking, all integrated into one luxurious and seamless experience. A powerful community spirit and a personalised member experience. CHANGE is not just a fitness destination — it is a lifestyle movement for those seeking longevity, vitality, and optimal living.

— The Six Pillars

A complete operating system for modern health.

01

Wellness Lounge

A curated space featuring infrared saunas, traditional sauna, magnesium baths, and cold immersion for cellular recovery.

02

Gymnasium

Premium self-access training space that supports consistency and flexibility.

03

Reformer Pilates

Low-impact, core-centric strength training for flexibility, posture, and injury prevention.

04

Strength & Conditioning

Athletic-style group workouts designed to improve everyday movement, strength, and cardiovascular health.

05

Holistic Movement

Grounding breath-led classes that enhance mental clarity, balance, and mobility.

06

Biohacking

Biomarker testing, red-light therapy, VO2-max testing, preventative care, and personalised nutrition and supplement protocols.

— Grounded in Beliefs

True health is multidimensional.

Beyond fitness, our programs are designed to nourish mental, emotional and physical health. Personalised assessments and programming ensure every member thrives across all domains of wellbeing.

— Longevity & Optimal Health

Sustainable vitality, backed by science.

In a society driven by performance and productivity, CHANGE is pioneering a shift towards sustainable vitality — allowing members to live better, for longer, guided by experts and delivered in a beautifully designed environment.

Vision

To become the world's leading House of Health, redefining luxury fitness and wellness while creating spaces that empower humans to live healthier, longer, more connected lives — and the community focus that binds them together.

Mission

To offer integrated, science-backed wellness experiences in beautifully designed environments that cultivate community, celebrate individuality, and support each member on their journey toward optimal living.

02Chapter 02 / 11
— Industry · The Australian Wellness Shift

A $3 billion category, compounding at 5.6% annually.

Australia is re-wiring how it thinks about health. The fitness industry is growing, but more importantly, the wellness mindset is going mainstream — and premium boutique formats are leading the category shift.

$3.0B+
Australian fitness industry
Growing 5.6% annually (IBISWorld, 2024)
70%
Of Australians prioritise wellbeing
As a daily lifestyle focus (Roy Morgan, 2023)
+25%
Boutique studio membership 2022–24
Outpacing traditional gyms
03Chapter 03 / 11
— Opportunity · Investment Context

Three Level One flagships. One integrated capital thesis.

CHANGE is raising capital to expand our LEVEL ONE, 1,200sqm+ sites across Australia. These sites represent our highest-level offering, delivering the full suite of multi-modality services in locations with high consumer demand and significant long-term growth potential. The funds raised will finance construction, interior fit-outs, technology integration, staffing, and pre-launch marketing.

"CHANGE has identified 22 high-impact locations across Australia, each strategically selected for premium market potential. These will be developed over a five-year period as part of our long-term expansion roadmap."

04Chapter 04 / 11
— Evolution · 2020 → 2026

Five years of category-building.

From a single 500sqm Broadbeach flagship to a national House of Health with eight studios, 3,600+ active members, and a proven appetite for premium multi-modality wellness. The 2,800sqm Charles Avenue expansion now sits at the heart of the next chapter.

2020

Broadbeach Launch

Our journey began in December 2020 with the opening of Broadbeach, a 500sqm flagship that set the benchmark for our Level Three Studio model.

2020

One Membership, Multi-Modality Access

We introduced one membership model with 80+ classes per week — functional training, reformer pilates, yoga and breath work, united.

2021

Member Experience R&D

Intensive brand and experience research, refining every member interaction for emotional connection and long-term loyalty.

2022

EUPHORIA Queenstown

We launched EUPHORIA, our signature active retreat, with an unforgettable wellness experience in Queenstown, New Zealand.

2022

CHANGE THIS Foundation

A social impact initiative donating $1 per member weekly to support vulnerable communities worldwide.

2023

Scaling with Excellence

National expansion — scaling the CHANGE brand while investing deeply in leadership, team development and service precision.

2024

Level One Studio Evolution

Our concept evolved into 1,200sqm+ wellness destinations — the category-defining LEVEL ONE Studio.

2024

EUPHORIA Mentawai Islands

Our global retreat brand expanded to the Mentawai Islands — wellness, adventure and mindfulness in a secluded island paradise.

2025

First Level One Build Begins

Construction commenced on our first LEVEL ONE location — a world-class studio that brings our full vision of integrated health to life.

05Chapter 05 / 11
— Performance · CHANGE Today

A proven operating model, compounding.

Eight studios operating across Australia today, built on a retention-first model, a multi-tier membership stack, and brand partnerships that reflect the premium nature of our community.

8
Studios Operating Today
3,600+
Active Members
90%
Member Retention
22
Sites Identified, 5-Yr
— Strategic Partnerships
lululemonWHOOPPillar PerformanceTechnogym
— Our People

CHANGE targets high-value consumers who prioritise lifestyle, wellbeing, and premium experiences — affluent professionals aged 24–56, high-performance individuals seeking balance, and health-conscious parents. Our locations are strategically positioned in affluent urban precincts where population growth, wellness values, and disposable income intersect.

— Recurring Business Model · Three-Tier Membership Architecture
Tier 01
Foundation
$89/ month
  • All Classes
  • Open Gym
  • Network Events
  • Welcome Pack · Merch + Pillar
  • Exclusive Member Discounts
Tier 02
Performance
$149/ month
  • Tier 01 Inclusions
  • Nutrition or Personal Training
  • Everlab+ Tier Access
  • Eudt · Micro-Nutrition
  • Initial Consult Included
Tier 03
Optimisation
$199/ month
  • Tier 02 Inclusions
  • Nutrition + Personal Training
  • Wellness Pod Access
  • Projects Programming
  • Bring a Friend · 4 sessions / mo

Six-month minimum engagement term. $99 onboarding fee. Tier 03 represents the full Human Optimisation stack.

Recurring revenue is supplemented by Everlab+ ($76 / week), Open Gym casual visits ($8 / visit), Pods personalisation add-ons, retail and partnerships.

SURRY HILLS · SYDNEY — Cold Plunge & Recovery Pools
FIG. 07.01 · PLATE 01Cold Plunge & Recovery Pools
FULLY FUNDED · BUILD COMMENCEDSURRY HILLS · SYDNEY
— Chapter 07 / 11

Surry Hills.

Level One Flagship · 1,200 m² · Opens AUGUST 2026

Total Start-Up Cost$6.82M
Landlord Contribution$2.90M
Equity Committed$2.25M
Debt Facility Open$1.12M
Members to Breakeven575
Year 5 EBITDA$5.67M
— SURRY HILLS · SYDNEY

A 1,200sqm Level One flagship on Crown Street, Surry Hills. The build delivers a full waterfall wellness lounge, magnesium pools & cold plunge, infrared and traditional sauna, purpose-built reformer studio, premium weights hall with performance screen, and dedicated functional training floor — a single super-boutique address for Sydney's inner east.

Surry Hills is one of Sydney's most iconic urban precincts — less than two kilometres from the CBD, blending creative industries, luxury real estate, and a fast-growing appetite for holistic wellbeing. A dynamic cohort of professionals, high-net-worth individuals and culture-led consumers sit at the intersection of convenience, design and health-conscious living.

"Surry Hills leads the way in urban wellness evolution, offering the perfect environment for a premium next-generation wellness club like CHANGE. With limited direct competitors at this level of luxury and integration, CHANGE is poised to become the health destination of choice in Sydney's inner east."

Site Demographics
Population
≈ 15,800
Strong single resident & young professional base
Education
54.9%
Bachelor Degree or higher
Household Income
$2,308 / wk
Median weekly household income
Median House Price
$2.4M
24-month annual growth 18.7%
OPENING TARGET · AUGUST 2026
Build commenced on site. Opening targeted August 2026.
— Interior Renders

The building, in full.

SURRY HILLS · SYDNEY — Waterfall Wellness Lounge
FIG. 07.02 · PLATE 02Waterfall Wellness Lounge
SURRY HILLS · SYDNEY — Waterfall Wellness Lounge — Detail
FIG. 07.03 · PLATE 03Waterfall Wellness Lounge — Detail
SURRY HILLS · SYDNEY — Infrared & Traditional Sauna
FIG. 07.04 · PLATE 04Infrared & Traditional Sauna
SURRY HILLS · SYDNEY — Reformer Pilates Studio
FIG. 07.05 · PLATE 05Reformer Pilates Studio
SURRY HILLS · SYDNEY — Reformer Studio Entry
FIG. 07.06 · PLATE 06Reformer Studio Entry
SURRY HILLS · SYDNEY — Functional Training Floor
FIG. 07.07 · PLATE 07Functional Training Floor
SURRY HILLS · SYDNEY — Weights Hall — Central Stair
FIG. 07.08 · PLATE 08Weights Hall — Central Stair
SURRY HILLS · SYDNEY — Weights Hall — Lower View
FIG. 07.09 · PLATE 09Weights Hall — Lower View
SURRY HILLS · SYDNEY — Weights Hall — Performance Screen
FIG. 07.10 · PLATE 10Weights Hall — Performance Screen
07Chapter 07 / 11
— SURRY HILLS · SYDNEY · FINANCIAL POSITION

The numbers, forensically reconciled.

All figures stated in AUD. Source documents: CHANGE Confidential Information Memorandum (March 2026) and the accountant-reviewed financial reporting pack.

— Capital Cost Breakdown
ItemAmount% Total
Construction & Consultants$4,965,90072.9%
Equipment (Gym, Pilates & Functional)$923,98513.6%
Franchise & Marketing Fees$304,3634.5%
Other (Bond, Cash on Hand, Uniforms)$621,6019.1%
Total Start-Up Cost$6,815,848100.0%
— Funding Structure
SourceAmountType
CHANGE (Management Entity)$500,000Class A Equity
Simon Beckingham$500,000Class A Equity
Andrew Wang$500,000Class B Equity
Matthew Wilkins$500,000Class B Equity
Liam Allan$250,000Class B Equity
Total Committed Equity$2,250,000
Equipment Finance$923,985Debt
Landlord Construction Contribution$2,900,000Incentive
— The Final Piece · Facility Required
Construction Shortfall$741,864
Equipment Finance$380,999
Contingency Reserve$125,000
Total Facility Required$1,247,863
— Debt Facility · Closing Instrument

Strong serviceability,
DSCR 3.95× by Y2.

The annual debt service requirement of $288,936 is covered by projected Year 1 EBITDA of $307,945, expanding to 3.95× coverage in Year 2.

Facility Amount
$1,122,863
Facility Type
Commercial Term Loan
Term
5 Years (60 Months)
Interest Rate
10.5% p.a.
Monthly Repayment
$24,078
Security
GSA & Director Guarantee
— Breakeven Analysis
575
Members required
Weekly Revenue$46,958
Annual Revenue$2,441,790
Required Membership Mix
Membership TypeNet / WkMembersWeeklyAnnual
Gym Only (24hr)$44150$6,615$343,980
Functional Training$71100$7,110$369,720
Reformer Pilates$80125$10,013$520,650
All Inclusive$116200$23,220$1,207,440
Total575$46,958$2,441,790
— 5-Year Projected P&L
AUDYear 1Year 2Year 3Year 4Year 5
Total Revenue$3,237,553$5,549,015$7,288,259$8,017,085$8,818,793
EBITDA$652,482$2,640,000$4,290,000$4,950,000$5,670,000
EBITDA Margin20.2%47.6%58.9%61.7%64.3%
BURNSIDE · ADELAIDE — Reception & Retail
FIG. 08.01 · PLATE 01Reception & Retail
CAPITAL RAISE OPEN · $3M REMAININGBURNSIDE · ADELAIDE
— Chapter 08 / 11

Burnside.

Level One Flagship · 1,700 m² · Opens AUGUST 2026

Total Start-Up Cost$8.61M
Landlord Contribution$3.75M
Equity Target$4.00M
Equity Secured$1.00M
Members to Breakeven610
Year 5 EBITDA$6.35M
— BURNSIDE · ADELAIDE

A 1,700sqm architecturally refined destination with a state-of-the-art gymnasium, steam room, magnesium pools, ice baths, and a sauna overlooking the Adelaide Hills. Dedicated reformer studio, purpose-built functional training zones, an architecturally refined co-working space, and a premium health bar at the heart of the building. 10+5+5 year lease term.

Burnside is one of Adelaide's most established and desirable postcodes, home to a highly affluent and educated population who prioritise longevity, wellness and refined living. Seven kilometres from the CBD, surrounded by natural parklands, heritage streetscapes and luxury residences — the perfect balance of tranquillity and accessibility.

"The flagship CHANGE® Burnside is a 1,700sqm world-class wellness destination that redefines integrated health in South Australia — anchored by a sauna overlooking the Adelaide Hills, a dedicated reformer studio, and an architecturally refined co-working and health-bar precinct at the heart of the building."

Site Demographics
Population
≈ 47,000
Professionals and executives
Education
49%
Bachelor Degree or higher
Household Income
$2,257 / wk
45% above Greater Adelaide average
Median House Price
$2.05M
24-month annual growth 24.1%
OPENING TARGET · AUGUST 2026
9-month pre-opening cashflow secured. Build commences 2026.
— Interior Renders

The building, in full.

BURNSIDE · ADELAIDE — Functional Training Floor
FIG. 08.02 · PLATE 02Functional Training Floor
BURNSIDE · ADELAIDE — Reformer Pilates Studio
FIG. 08.03 · PLATE 03Reformer Pilates Studio
BURNSIDE · ADELAIDE — Wellness Lounge & Magnesium Pools
FIG. 08.04 · PLATE 04Wellness Lounge & Magnesium Pools
BURNSIDE · ADELAIDE — Hilltop Sauna & Recovery
FIG. 08.05 · PLATE 05Hilltop Sauna & Recovery
08Chapter 08 / 11
— BURNSIDE · ADELAIDE · FINANCIAL POSITION

The numbers, forensically reconciled.

All figures stated in AUD. Source documents: CHANGE Confidential Information Memorandum (March 2026) and the accountant-reviewed financial reporting pack.

— Capital Cost Breakdown
ItemAmount% Total
Construction & Technology$6,050,00070.3%
Equipment (Gym, Pilates, Functional, BioCHANGE)$1,180,00013.7%
Franchise, Design & Marketing Fees$602,0007.0%
Other (Bond, Cash on Hand, Uniforms, Merchandise)$774,2809.0%
Total Start-Up Cost$8,606,280100.0%
— Funding Structure
SourceAmountType
CHANGE (Management Entity)$500,000Class A Equity
Simon Beckingham$500,000Class A Equity
Class B — Block 1$1,000,000Class B Equity
Class B — Block 2$1,000,000Class B Equity
Class B — Block 3$1,000,000Class B Equity
Total Equity Target$4,000,000
Technogym Finance$800,000Equipment Finance
Other Equipment Finance$380,000Equipment Finance
Landlord Construction Contribution$3,750,000Incentive
— Required Capital to Open
Total Start-Up Cost$8,606,280
Less: Landlord Contribution($3,750,000)
Less: Equipment Finance($1,180,000)
Required Capital to Open$3,676,280
— Equity Structure
Class A — Founder Equity
Secured
$500K × 2 blocks
Class B — Investor Equity
$1M secured · $3M remaining
$1M × 3 blocks
— Breakeven Analysis
610
Members required
Weekly Revenue$57,186
Annual Revenue$2,973,672
Required Membership Mix
Membership TypeNet / WkMembersWeeklyAnnual
Gym Only (24hr)$44150$6,615$343,980
Functional Training$79100$7,920$411,840
Reformer Pilates$89125$11,138$579,150
All Inclusive$134235$31,514$1,638,702
Total610$57,186$2,973,672
— 5-Year Projected P&L
AUDYear 1Year 2Year 3Year 4Year 5
Total Revenue$4,440,205$7,086,916$8,427,684$9,270,452$10,197,497
EBITDA$1,382,465$3,730,000$4,880,000$5,580,000$6,347,629
EBITDA Margin31.1%52.6%57.9%60.2%62.2%
BROADBEACH · GOLD COAST — Broadbeach Beachfront — Gold Coast
FIG. 09.01 · PLATE 01Broadbeach Beachfront — Gold Coast
$2.0M RAISED · $3.0M REMAININGBROADBEACH · GOLD COAST
— Chapter 09 / 11

Broadbeach.

Level Three Flagship — Charles Avenue Expansion · 2,800 m² · Opens ROLLING · CHARLES AVE EXPANSION

Capital Raise$5.00M
Equipment Finance$740K
Raised to Date$2.00M
Remaining$3.00M
Equity Blocks — 10%4 × $600K
Equity Blocks — 5%2 × $300K
— BROADBEACH · GOLD COAST

Broadbeach is the birthplace of CHANGE. The Charles Avenue expansion unlocks a 2,800sqm landmark site with 80 metres of uninterrupted shopfront plus a rooftop open-air wellness oasis, reaffirming Broadbeach as the spiritual home of CHANGE.

Broadbeach is the birthplace of CHANGE. The landlord has offered exclusive access to take over Charles Avenue — unlocking an extraordinary site with 80 metres of uninterrupted shopfront along the main thoroughfare leading to Broadbeach's iconic golden sands, plus the rare chance to crown the project with a rooftop open-air wellness oasis.

"This landmark development will redefine the health and wellness experience on the Gold Coast and reaffirm Broadbeach as the spiritual home of CHANGE."

Site Demographics
Precinct
Broadbeach
Gold Coast lifestyle heart
Frontage
80 m
Uninterrupted Charles Ave shopfront
Footprint
2,800 m²
Charles Ave expansion footprint
Rooftop
Open-Air
Wellness oasis crown
OPENING TARGET · ROLLING · CHARLES AVE EXPANSION
Birthplace of CHANGE. Generational expansion opportunity.
— Interior Renders

The building, in full.

BROADBEACH · GOLD COAST — The Oracle Boulevard — Rooftop Aerial
FIG. 09.02 · PLATE 02The Oracle Boulevard — Rooftop Aerial
09Chapter 09 / 11
— BROADBEACH · GOLD COAST · FINANCIAL POSITION

The numbers, forensically reconciled.

All figures stated in AUD. Source documents: CHANGE Confidential Information Memorandum (March 2026) and the accountant-reviewed financial reporting pack.

— Capital Cost Breakdown
ItemAmount% Total
Construction Cost$4,000,00080.0%
Equipment Costs$740,00012.8%
Other Costs$701,70012.1%
Startup Cost$298,3005.1%
Total Project Cost$5,740,000100.0%
— Equity Structure
10% Block × 4
4 blocks available
$600,000 each
5% Block × 2
2 blocks available
$300,000 each
— Yield on Cost · Return on Investment

Y5 projected YoC 62% · ROI 148%.

Based on a 10% equity stake at a $600,000 valuation. 60% occupancy at launch, scaling to 100% by month five of year two. Yield on Cost (YoC) and Return on Investment (ROI) driven by increasing membership and revenue stabilisation.

MetricYear 1Year 2Year 3Year 4Year 5
Yield on Cost36%43%50%56%62%
Return on Investment−64%−21%29%86%148%
— Projected Dividends from Open
Block SizeYear 1Year 2Year 3Year 4Year 5
50% Block$1,035,584$1,367,501$1,617,402$1,815,286$2,012,187
10% Block$207,117$273,500$323,480$363,057$402,437
5% Block$103,558$136,750$181,529$181,529$201,219
10Chapter 10 / 11
— Financials · Portfolio Roll-up

Three flagships. One compounding EBITDA story.

Across Surry Hills and Burnside alone, the Level One format is projected to generate in excess of $12M in combined annual EBITDA by Year 5, at blended margins above 62%. Broadbeach's Charles Avenue expansion adds a fourth, higher-margin layer to the existing operating base.

Surry Hills · Sydney
Y1 EBITDA$652K
Y5 EBITDA$5.67M
Y5 Revenue$8.82M
Y5 Margin64.3%
Breakeven575 members
Burnside · Adelaide
Y1 EBITDA$1.38M
Y5 EBITDA$6.35M
Y5 Revenue$10.20M
Y5 Margin62.2%
Breakeven610 members
Broadbeach · Gold Coast
Y1 EBITDA
Y5 EBITDA62% YoC
Y5 RevenueCharles Ave expansion
Y5 Margin148% 5-Yr ROI
Breakeven10% block @ $600K
— Combined Outlook

$12M+

Combined Year 5 EBITDA from Surry Hills & Burnside alone, before contribution from Broadbeach's Charles Avenue expansion or subsequent Level One sites.

MetricSurry HillsBurnsideCombined
Year 1 Revenue$3.24M$4.44M$7.68M
Year 5 Revenue$8.82M$10.20M$19.02M
Year 1 EBITDA$652K$1.38M$2.03M
Year 5 EBITDA$5.67M$6.35M$12.02M
Blended Y5 Margin64.3%62.2%63.2%
11Chapter 11 / 11
— Investment · Terms, Process, Data Room

Express interest. Enter the data room.

We invite qualified, genuinely interested parties to review the materials below and register an expression of interest. Deposits are held in trust. Shares will not be held without a deposit.

001

When is the capital raise close date?

Surry Hills — debt facility open now. Burnside — rolling close through 2026. Broadbeach — rolling close, $3M remaining.

002

Who is the director?

Pete Haselhurst, Founder of CHANGE®.

003

Expected timeline for site openings?

Surry Hills — build commenced on site, opening targeted August 2026. Burnside opens August 2026. Broadbeach — Charles Ave expansion timeline confirmed on data-room access.

004

When is capital required?

A 20% deposit is required within 7 days of signing, with the remaining 80% due per the funding schedule confirmed in the shareholders agreement.

005

Is CHANGE a franchise?

Yes. CHANGE operates under a franchise model. These investments relate to corporately-owned, privately-operated sites under private ownership.

006

Shareholders rights?

A formal shareholders agreement outlining voting provisions, dividend entitlements and exit opportunities is provided in the data room.

007

Corporate structure?

Each location (CHANGE® Surry Hills, CHANGE® Burnside, CHANGE® Broadbeach) has been incorporated as a private limited company.

008

Dividends?

Distributed monthly, subject to minimum capital reserves. Full policy provided in the data room.

009

Exit strategy?

Private sale, future corporate buyout, or capital restructuring events.

— Expression of Interest · Process
  1. 01

    Submit an EOI confirming the number of share blocks you intend to acquire and confirmation of financial liquidity.

  2. 02

    Access the CHANGE data room — shareholders agreement, dividend policy, detailed financial modelling, design look & feel, and site documentation.

  3. 03

    Scheduled video call with CHANGE Founder Pete Haselhurst to align on timelines, rights, and reporting.

  4. 04

    Formal deposit (20%) held in trust within 7 days of signing. Shares will not be held without a deposit.

— EOI Data Room Contents
  • 01Shareholders Agreement
  • 02Dividend Policy
  • 03Detailed Financial Modelling (Excel)
  • 04Interior Design Look & Feel
  • 05Site Photos, Videos, Plans & General Info
CLOSING · EOI

More than a studio.
A community-driven House of Health.

This is your opportunity to invest in a category-defining brand set to become the global benchmark for luxury health and wellness.

Express InterestRequest Data RoomPete Haselhurst · Founder, CHANGE®