NEO JV
CONFIDENTIAL · BOARD MATERIALS
A joint venture of Stripe & Shopify
Building the leading
consumer bank.
The opportunity02 / 15
Launching a US consumer bank is hard — not because incumbents are good, but because they are just good enough.
The average American has held the same checking account for 17 years. Nearly half stay out of pure inertia. Every challenger hits the same wall: customer acquisition costs more than those customers ever earn back before they drift back to Chase.
NEO JV02 / 15
Why now03 / 15
The switching barrier is moving. Consumer willingness is doubling. Distribution remains the only real wall.
4
→
8%
Share of Americans who switched their primary bank last year — doubled over six years.
33%
Now say they are open to switching — the demand signal is there; product–distribution fit is not.
Incumbents
Upstarts
Incumbents carry high-costs and fail to keep up with evolving customer demands. Upstarts feel techy. The opening is a banking lifestyle brand — what Shop and Link are for shopping.
03 / 15
Structural advantage04 / 15
The barrier has never been product. It's distribution.
This JV is the first consumer bank built with distribution as the starting condition, not something to acquire. We begin inside Shop Pay and Link — two of the largest consumer payment surfaces in the world — with day-one retroactive reach across their installed base.
Shop Pay + Link · Day one04 / 15
The product05 / 15
The product.
Wallet · Principality + Lending · Expand05 / 15
The wallet06 / 15
One user journey. The wallet is the Shop Pay / Link balance.
Step 01
Default On
User creates a holding account during checkout or account creation. Not a separate flow.
Step 02
Activate
Cashback, achievement unlocks, and rewards drive engagement. Balance starts accumulating.
Step 03
Connect & upsell
User links a bank account, verifies ID, and unlocks JV-issued methods as top of wallet. An embedded JV sheet shows balance, rewards, and a path to the full app.
Step 04
Full banking
Full account creation, with end-to-end banking features, from lending to investments, P2P and global payments.
Day-one distribution, not a cold start06 / 15
Principality & lending07 / 15
The goal is to own the primary banking relationship with our customer base.
Win with credit → capture payroll → underwrite better credit07 / 15
Moats in the age of AI08 / 15
In an AI-commoditized world, three moats compound: data, network effects, and regulatory burden.
Moat 01
Data
Payroll + full transaction history is an underwriting signal no incumbent can replicate. Owned, first-party, compounding.
Moat 02
Network effects
Shop Pay and Link form the distribution base; P2P, third-party checkout wallets, and remittance flows extend it. Each new customer makes the rail more valuable.
Moat 03
Regulatory burden
Charter, licensing, and compliance are capital and operational barriers that startups cannot absorb. We treat them as a moat to pursue, not a cost to minimize.
We will have the capabilities of an incumbent with the cost structure of a startup — using AI and a clean operating slate to clear regulatory work faster, maintain it more cheaply than anyone else, and keep a startup's velocity while wearing an incumbent's license.
Data · Network · Regulation08 / 15
AI-native, on both sides of the balance sheet09 / 15
AI Native Banking
Personalized savings & investments
Tailored savings programs and investment indices built from the customer's actual cash flow, goals, and risk profile. Advice becomes personalized by default.
Smarter cash planning
Underwrite payroll, spread rent and other living expenses through the month, set aside money for key upcoming payments, and anticipate bills that will be hard to cover.
Better lending decisions
Real-time underwriting over full transaction and income data. Credit that meets the customer where they are — offered before the overdraft, not after.
Agentic-ready rails
Virtual cards scoped to a single agent, merchant, or task. Per-category budgets, velocity caps, and programmable controls for AI assistants acting on the customer's behalf.
Posture · embrace regulation to innovate09 / 15
Revenue model10 / 15
Revenue that scales with the value we deliver — aligned to how customers use the product.
| # | Stream | Mechanism |
|---|---|---|
| 01 | Interchange & credit | Debit-plus and credit card revenue on every swipe — scales directly with customer usage. |
| 02 | Lending | Underwriting on deposits, payroll, and full transaction history — data no incumbent has. Lending requires balance-sheet capital to service loans; we will need outside investors and participation from Stripe and Shopify to get the book off the ground. |
| 03 | Crypto & investments | Spread on crypto settlement; fees on equity baskets and indices — scales with AUM. |
| 04 | Settlement spread | FX and settlement margin on cross-border remittance flows. |
Charter & deposits = the long-term play10 / 15
Global from day one11 / 15
Send money. On arrival, a full banking relationship becomes available.
A US-centric product, globally accessible. Anyone can open a US-domiciled stablecoin wallet, hold US equities, and hold crypto — without local licenses, under reverse solicitation.
Remittances are the strongest vector. Money arrives; the recipient downloads the app to claim it. Acquisition is paid for by the sender. On arrival, savings, investments, and a card unlock as an onboarding path — not a separate product.
Reverse-solicitation model · US-domiciled11 / 15
JV ↔ parent economics12 / 15
Parents at cost. Consumers at market.
Wallet fees flow back to the parents.
Services to parents
At fully-loaded cost
- Wallet payments, and other issued instruments sold to Shopify & Stripe for use in Shop Pay and Link.
- Covers fraud, chargebacks, support, compliance, allocated platform cost — nothing more.
- Conditioned on preferred-provider status. Route around the JV, and market pricing applies.
At costMaximizes parent margin
Wallet transaction fees
Back to the parents, 50 / 50
- JV charges a transaction fee on wallet-to-merchant payments, priced on par with debit.
- Net fee revenue returns 100% to the parents, split 50/50.
- Upside comes from third-party acquirers and checkouts that adopt the wallet rail.
100% returnedNet fee revenue returned
Services to consumers
At market
- Lending interest · remittance spreads · interchange on external-merchant spend.
- Investment & crypto spreads · BNPL take-rate at external merchants.
- USDC float yield.
MarketJV primary margin
3-year initial framework · annual renegotiation12 / 15
Deal terms13 / 15
Deal terms.
Structure · Governance · Founder packageTerm sheet v0.2
Structure & cap table14 / 15
$200M founding round.
Three co-founders at 1/3 pre-investment.
Landed stakes · post-investment, post-ESOP
- Stripe · $100M
- 36.0%
- Shopify · $100M
- 36.0%
- Carl Rivera · Founder & CEO
- 20.0%
- ESOP · Employee option pool
- 8.0%
Three co-founders · equal 1/3 pre-investment14 / 15
Timeline & the ask15 / 15
Formed and funded before end of May 2026.
Now
Board alignment
This deck. Alignment on structure, commitments, and founder package.
Apr–May 2026
Definitive docs
Shareholder agreement, employment agreement, preferred-provider MSAs. Charter working group spins up in parallel.
End of May 2026
Formation & funding
$200M closes. Founder transitions from Shopify to the JV.
The ask
Approve the joint venture.
- $100M from Stripe · $100M from Shopify.
- Commit to wallet exclusivity, built-in distribution to all Link and Shop users, and preferred-provider status.
- Authorize proceeding to definitive documents; close before end of May 2026.
Critical path · charter windowEnd of deck
Lifestyle spend alone doesn't power better underwriting. We need principality — the primary banking relationship that sits at the center of the flow of funds.
Lending wins the customer. A debit-plus card that flexes to installments and credit, plus flexible payroll advance and early deposit access, gives consumers a reason to move over.
Payroll closes the loop. Direct deposit gives us full income visibility. Combined with transaction-level data, we have a full customer spending view, and can cross-sell and underwrite more effectively than any incumbent bank.