The side letter

The condition that was not in the board’s packet

ACA required its landlord to give the manager of its own venture-studio partner the option to negotiate a lease, and the memorandum given to its Executive Committee does not contain it.

One

What ACA required

A letter of agreement dated April 22, 2026, restated April 24 and executed May 12, sets a condition on ACA’s own headquarters lease.

“As a condition of entering into the LOI, ACA requires Landlord to enter into this LOA to provide Aurion Capital (‘Aurion’) the option to negotiate the specific terms of a lease in favor of an affiliated entity to be designated by Aurion.” Letter of agreement, April 22, 2026, produced by ACA

Read plainly: a public agency required a private landlord, as a condition of the public’s own lease, to give a third party the option to negotiate a lease of its own.

Aurion Capital (“Aurion”) is the manager of NovaWave Capital, ACA’s “WaveX” venture-studio partner. The instrument names Aurion as the holder of the option. It does not name the eventual tenant, which it leaves as “an affiliated entity to be designated by Aurion.”

The option granted in April is an option to negotiate terms, not a right to lease. Terms were specified later. ACA’s Chief Operating Officer and Aurion’s Founder and Chief Executive Officer signed a side letter on May 12, 2026 covering Suite 960 at $36.50 per square foot, 65 months, five months abated.

Two

What was in the packet

ACA’s Executive Committee met on June 12, 2026 and adopted the resolution authorising the lease. This is what the signed instruments contained, against what the briefing memorandum in the Committee’s packet contains.

The signed instruments against the June 12 briefing memorandum
  In the signed instruments In the memorandum to the Executive Committee
The condition “ACA requires Landlord” to enter into the letter of agreement providing Aurion the option. Not present.
The option to negotiate An option in favour of “an affiliated entity to be designated by Aurion.” Not present.
The Suite 960 economics The economics granted to Aurion: $36.50 per square foot, 65 months, five abated. This is the private option’s rate. It is not ACA’s rent, which this site states as $32.50 base and approximately $35.57 all-in. Not present.
The mutual contingency The NovaWave transaction is “contingent upon the fully executed … lease agreement between Landlord, and ACA.” The reciprocal contingency appears in ACA’s own letter of intent. Not present.

The lease reached the June 12 agenda in one place only: as Executive Session item IV.B, noticed under the exception for obtaining legal advice.

Three

Signed the same day

Every step below is anchored to a signature or a meeting.

  1. April 22, 2026 The condition is written.

    The letter of agreement requires the landlord to give Aurion the option to negotiate the specific terms of a lease. It is restated on April 24 and executed on May 12.

  2. May 12, 2026 The side letter is signed.

    ACA’s Chief Operating Officer and Aurion’s Founder and Chief Executive Officer sign it. Suite 960, $36.50 per square foot, 65 months, five abated.

  3. June 12, 2026 The Executive Committee meets.

    It adopts the resolution authorising the lease. The briefing memorandum in its packet does not contain the condition.

  4. June 15, 2026 The landlord and NovaWave sign a confidentiality agreement.

    It recites a purpose of “business collaboration, investment, strategic partnership.”

  5. July 6, 2026 They sign a second one, the day the public lease is executed.

    The second confidentiality agreement between the landlord and NovaWave is dated July 6, 2026. That is the day ACA’s declarant says ACA executed the Collier Center lease. ACA has not produced the executed lease.

Each transaction was conditioned on the other. The NovaWave deal was contingent on ACA’s lease being fully executed, and the reciprocal contingency appears in ACA’s own letter of intent. Neither could be evaluated on its own terms.

Only the dates and parties of the two confidentiality agreements are stated here, together with the purpose they recite. Their terms are not in the record.

Four

Who was on both sides

The items below are public-record findings. None comes from ACA’s document production, and none has been tested in discovery.

One

ACA engaged a nonprofit to run the state’s venture programs

ACA is Arizona’s implementing entity for the federal State Small Business Credit Initiative, and engaged the nonprofit AZ Venture Capital Inc. (“AVC”) to administer the state’s two equity and venture capital programs.

U.S. Treasury SSBCI capital program summaries; azcommerce.com.

Two

AVC became a limited partner in NovaWave Fund I

Announced January 7, 2026. AVC is an Arizona nonprofit formed in 2022, EIN 88-2595973, which also appears in filings as Arizona Venture Development Corporation.

PR Newswire, January 7, 2026; Arizona Technology Council; IRS filings.

Three

Aurion manages NovaWave

Aurion Capital is the manager of NovaWave Capital. On April 22, 2026 ACA required its landlord to grant Aurion the option to negotiate the specific terms of a lease.

aurioncapital.com; PR Newswire; the April 22, 2026 letter of agreement produced by ACA.

Four

The two names on the record

AVC’s most recent available IRS Form 990, for fiscal year 2024, lists Sandra Watson as Vice Chairman of its board, unpaid.

Sandra Watson is President and Chief Executive Officer of the Arizona Commerce Authority.

AVC Form 990 FY2024, Part VII (EIN 88-2595973, via ProPublica Nonprofit Explorer); azcommerce.com executive team.

What these records do not establish

The fiscal year 2024 filing is the only one available. Neither AVC nor ACA has published any record of AVC’s board composition in April or May 2026.

What AVC invested in NovaWave Fund I is not identified in any public record. This page does not assert that federal money went into the fund.

Five

Four questions

  1. Who asked for the Aurion condition, and when?
    The instrument records the requirement, not its origin.
  2. Why is the condition absent from the memorandum given to the Executive Committee?
    The memorandum is in ACA’s August 7, 2026 production.
  3. Does ACA’s conflict-disclosure file contain any memorandum concerning AVC or NovaWave?
    A.R.S. § 38-509 requires ACA to keep a file of conflict-disclosure memoranda open to public inspection.
  4. Did ACA know, before it executed the lease on July 6, 2026, that its landlord and NovaWave had signed confidentiality agreements on June 15 and July 6?
    Both agreements are between two parties other than ACA.

Pivot has requested ACA’s procurement records. The litigation is pending.

Sources. The condition, the side letter, the briefing memorandum, the confidentiality agreements and the meeting notice are documents the Arizona Commerce Authority produced in this litigation on August 7, 2026. The lease execution date is taken from ACA’s declarant. The public-record findings in Section Four come from AVC’s fiscal year 2024 IRS Form 990 (EIN 88-2595973, via ProPublica Nonprofit Explorer), a PR Newswire release dated January 7, 2026, U.S. Treasury SSBCI program summaries, and azcommerce.com. Documents produced in discovery are described but not reproduced here. Nobody outside ACA is accused of any wrongdoing: Sumitomo Corporation of Americas, USPO Phoenix, LLC, Aurion Capital, NovaWave Capital and AVC are third parties who negotiated commercial terms. The matters described are contested, the litigation is pending, no court has ruled on them, and the ACA denies wrongdoing.