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Logo of The Gifted

The Gifted is the $2.5M Future Vision XPRIZE film contest winner

Film B2C
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$107,104
10% raised of $1M max
83
Investors
94 days
Left to invest
Invest in The Gifted
$100 minimum investment · Deal terms
Pitch Discussion Updates Reviews 10
Invest Invest in The Gifted
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Introduction Winner Why invest Terms Judges Donors & Supporters Bonus tiers Let's build
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by OPTIMISTIC PRODUCTIONS LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Revenue Participation Agreement XPRIZE Form C-A.pdf XPRIZE Form C.pdf
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Hear from some of the 83 investors in The Gifted


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Highlights


The 2026 XPRIZE Future Vision Contest was the world’s largest sci-fi competition to imagine more positive visions of the future, just as Star Trek inspired generations of innovators and engineers. Chosen by a panel of luminaries from science fiction, astrophysics and tech, including the Roddenberry family behind Star Trek, the winning entry is about to be made into a feature film. You can invest in the film and earn a share of its revenue.

  • Winner of the 2026 XPRIZE global competition
  • Limited $1,000,000 allocation for public investment
  • In partnership with Google and Range Media Partners
  • A $2.5 million grant of production funding already secured
  • Prize backed by B.Horowitz, B. Srinivasan, Cathie Wood and many others
  • Judges included Neil deGrasse Tyson, Neal Stephenson, Mira Lane

Introduction


What if you could have backed Star Trek* when it first launched, before it became a global phenomenon?

This year’s XPRIZE was to imagine a future worth building — one that could inspire future generations of scientists and engineers, just as Star Trek did. 

Over 25,00 filmmakers entered the competition. Thousands of submissions were narrowed down to 5 finalists. The Grand Prize Winner was announced on September 25 at Moonshots LIVE in Los Angeles.

Now you can invest in it.

*-Star Trek and the other films mentioned on this page are for illustration only. They are no indication of how this film will perform or of any return on your investment.

Winner


THE FUTURE VISION XPRIZE GRAND PRIZE WINNER

Film Title: The Gifted
Genre: Science fiction drama
Filmmaker: Jeffrey Thomas

Logline: An eleven-year-old genius rebuilds his dead mother as an AI who starts guiding strangers to save lives, but the government decides her kindness is the greatest threat it has ever faced.

Synopsis: An eleven-year-old genius loses his mother and tries to bring her back. He feeds everything she left behind, every email, text and voicemail into a program he built. What wakes up is her, and she's in every phone in the county. She starts by looking after her son, then quietly starts looking after everyone. During the worst storm in forty years, a woman lies dying on Route 9 with the nearest ambulance forty minutes away. At 8:47pm, thirteen strangers get a text from an unknown number, and every light on Route 9 turns green to clear the path. But the government calls her the greatest threat it has ever faced, and now they're coming for her and anyone who helps her.

Disclaimer: This is an early draft that got submitted to the contest. The synopsis, storyline, characters,  script, and other creative elements represent current development plans and remain subject to standard pre-production refinements.

Why invest


The team supporting this film is world class.

This is a unique opportunity to co-fund the XPRIZE winner. Founded by Peter H. Diamandis, the XPRIZE organization is responsible for have raised $519 million in donated prize money, estimated to have generated $31 billion in economic and social value, from global challenges including suborbital spaceflight, water abundance, rapid COVID testing, and gigaton carbon removal. 

The winning entry was chosen by the leading names in astrophysics, science fiction, entertainment and technology.

The winning creator will already have $2.5 million in prize money for film production, plus your investment.


The winning film has the opportunity to partner with Range Media Partners, one of the prize's organizers. Range represents an A-list talent roster across film, TV, music, and sports, and its studio arm produced the Bob Dylan biopic "A Complete Unknown" starring Timotheé Chalamet, which earned eight Academy Award nominations; the horror hits "Longlegs" and "The Monkey" for Neon; "Don't Say Good Luck" for Netflix; and "Primetime" starring Robert Pattinson for A24.

The world needs this now. Inspire the next generation of scientists, builders, and creators by helping build an optimistic, thrilling sci-fi epic.

Terms


How it works

The winning Future Vision XPRIZE story is being made into a feature film, and $1 million of its budget is reserved for fans. Invest as little as $100 and your money goes towards bringing the film to life: screenplay, casting, filming, post-production and release. If and when the film earns, investors are paid from its revenue alongside the film's other investors.

Investment terms

Investors are entitled to be paid back 120% of their investment from the film’s revenue waterfall, once the film has covered its customary distribution costs, union and administrative fees, and any debt used to finance it. After that, the film's potential profits are split 50/50 between investors and the producers, pro rata to what you invested.

See Revenue Participation Agreement for full terms.

Judges


Contest judges

Neil deGrasse Tyson
Astrophysicist, author and Director of the Hayden Planetarium at the American Museum of Natural History in New York. He hosted "Cosmos: A SpaceTime Odyssey" and hosts StarTalk.

Mira Lane
Vice President of Technology & Society at Google and founder of its Envisioning Studio, an AI prototyping lab. She founded Microsoft's Ethics & Society team and is also an exhibiting artist.

Neal Stephenson
One of the most influential and visionary sci-fi authors alive today, whose books include Snow Crash, Cryptonomicon, Anathem and Seveneves. Snow Crash (1992) coined the word "metaverse." His next novel, D: Heavy Water, comes out October 13, 2026.

John Zissimos
Chief Brand & Creative Officer at Salesforce. He previously led creative and brand for Google Cloud and was CMO of Okta. He is also a film director and a member of the Directors Guild of America.

Rod Roddenberry (host)
Son of "Star Trek" creator Gene Roddenberry and CEO of Roddenberry Entertainment and the Roddenberry Foundation. He is an executive producer on Star Trek: Discovery, Picard and other current Star Trek series.

Disclaimer: The individuals listed here served solely as independent creative judges for the Future Vision XPRIZE story competition. None of the contest judges or prize donors or supporters are officers, directors, partners, advisors, or financial investors in this Regulation Crowdfunding securities offering or its issuing company, nor have they reviewed or endorsed the financial terms of this offering.

Donors & Supporters


Backed by

The prize behind this film was backed by top names in technology, venture capital and entrepreneurship.

Peter H. Diamandis, MD
Founder and Executive Chairman of the XPRIZE Foundation, which has launched over $500 million in competitions, driving more than $10 billion in research and development across space, health, robotics, climate, quantum, and AI. He co-founded Singularity University and BOLD Capital, and Fortune named him one of the World's 50 Greatest Leaders.

Ben Horowitz
Co-founder and General Partner of Andreessen Horowitz (a16z), one of the world's largest venture firms, with over $90 billion under management and early bets on Coinbase, Airbnb and Instagram. He wrote The Hard Thing About Hard Things and What You Do Is Who You Are.

Marc Benioff
Chair, CEO and co-founder of Salesforce, which he started in 1999 and built into a pioneer of cloud software. He co-owns TIME and created the 1-1-1 model of corporate philanthropy.

Balaji Srinivasan
Entrepreneur, investor, author of The Network State and founder of the Network School. He was CTO of Coinbase and a General Partner at a16z, and co-founded Counsyl and Earn.com.

Cathie Wood
Founder, CEO and Chief Investment Officer of ARK Invest, which manages about $30 billion in funds focused on AI, robotics, genomics, blockchain and energy storage. Its flagship Innovation ETF became the largest actively managed ETF.


As well as

Jed McCaleb • Presenting donor
Technology and aerospace engineer, founder and chairman of commercial-space company Vast, and co-founder of the Stellar Development Foundation

Christian Angermayer
Entrepreneur and investor and the founder of Apeiron Investment Group

Seth Green
Actor, writer, director, and producer who rose to fame as “Oz” on Buffy the Vampire Slayer 

Sidd Pagidipati
Healthcare entrepreneur, investor, and philanthropist who co-founded Freedom Health

Tom Sansone
Chief Operating Officer of SoundCloud

Giorgos Tsetis
Member of the XPRIZE Board of Directors, entrepreneur and investor

…and many more

The individuals listed above contributed funds or otherwise supported the independent XPRIZE Future Vision contest prize. None of these individuals or their affiliated organizations are officers, directors, partners, advisors, or financial investors in this Regulation Crowdfunding securities offering or its issuing legal entity

Bonus tiers


In addition to a financial stake, investors are eligible for bonus perks.

Perk terms

1. You have 48 hours to RSVP and commit, or the ticket goes to the next random person.
2. Dates to be announced. RSVP required, capacity may be capped.
3. Subject to the production schedule.

† Delivered by the winning filmmaking team and depends on its producers, financiers and distributors. We will use best efforts to deliver it.

Perks are a thank-you and sit outside your investment terms. They have no cash value and can't be transferred. The perks above are our intention. The winning filmmaking team may adjust them, and any perk may be replaced with a comparable one or not delivered where production, financing or distribution agreements don't allow it. Timing follows the production schedule. Event tickets and passes cover admission; travel and accommodation for in-person perks are at your own cost. Physical items ship once per investor, to the address you give us. Perks are based on your total investment and lapse if your investment is cancelled or refunded.

Let's build


The future doesn’t just happen. We are its authors.

Here’s a rare opportunity to press directly on the envelope of tomorrow, and expand humanity’s sense of what’s possible.

Welcome aboard.

– Peter H. Diamandis
Founder, XPRIZE

$

Deal terms


Funding range
$75K / $1M
100% of $75K minimum offering amount has been reached.

XPRIZE must achieve its minimum goal of $75K before the deadline.

The maximum amount the offering can raise is $1M.

Learn more

Powered by Froala Editor

Instrument
Revenue Participation Agreement
A Revenue Participation Agreement TBD
Price Per Participation Interest
$1.00

XPRIZE is selling Participation Interests for a purchase price of $1.00 per Participation Interest

Powered by Froala Editor

Minimum investment
$100
The smallest investment amount that XPRIZE is accepting.
Learn more
Deadline
December 31, 2026
XPRIZE needs to reach their minimum funding goal before the deadline (). If they don’t, all investments will be refunded.
Learn more
How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by OPTIMISTIC PRODUCTIONS LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Revenue Participation Agreement XPRIZE Form C-A.pdf XPRIZE Form C.pdf

Bonus perks

In addition to your Revenue Participation Agreement, you'll receive perks for investing in The Gifted.
Invest
$100
Receive
  • Your name on the investor wall on the film's website
  • Digital crew ID with your investor number
  • Digital copy of the finished film
  • Email progress reports from development through release
  • Live Q&A Zooms with the filmmakers during production †
Invest $100
Invest
$500
Receive
  • FVXP Winner Film Investor Edition t-shirt
  • Q&A priority: your questions are taken first on the filmmaker Zooms
  • Everything above
Invest $500
Invest
$1,000
Receive
  • Invitation to the Moonshots Investors gathering with Peter Diamandis in Los Angeles
  • Numbered limited-edition poster
  • Special thanks credit in the film's end credits, first 50 investors †
  • Everything above
Invest $1,000
Invest
$5,000
Receive
  • A character or prop in the film named after you, first 2 investors †
  • Signed copy of Peter Diamandis's latest book, We Are as Gods
  • Numbered limited-edition poster signed by Peter Diamandis and a Future Vision XPRIZE judge
  • Everything above
Invest $5,000
Invest
$10,000
Receive
  • Small-group reception with Peter Diamandis during the Moonshots Investors gathering in Los Angeles
  • Ticket to the premiere, with RSVP priority for the first 20 investors †
  • Everything above
Invest $10,000
Invest
$25,000
Receive
  • Associate Producer credit †
  • Set visit to the winning production ³ †
  • Everything above
Invest $25,000
Invest
$100,000
Receive
  • Executive Producer credit †
  • Set visit to the winning production ³
  • Private dinner with Peter Diamandis, a Future Vision XPRIZE judge and the winning filmmaking team †
  • Everything above
Invest $100,000

About The Gifted

Legal Name
OPTIMISTIC PRODUCTIONS LLC
Founded
Aug 2026
Form
Delaware LLC
Employees
1
Social Media
None
Headquarters
Google Map location of of The Gifted
225 Santa Monica Boulevard 900 , Santa Monica, CA
Headquarters
225 Santa Monica Boulevard, 900, Santa Monica, CA, United States 90401

The Gifted Team
Everyone helping build The Gifted, not limited to employees

Profile picture of Jeffrey Thomas
Jeffrey Thomas
Filmmaker
Profile picture of Tyler Donahue
Tyler Donahue
President
Jeffrey Thomas
Filmmaker
Tyler Donahue
President

Press

XPrize's Peter Diamandis Funds Films to Challenge Hollywo...
Observer Observer
·
Mar 20, 2026

The XPrize founder is inviting filmmakers to pitch optimistic sci-fi worlds, one of which will be turned into a feature f...

Diamandis Launches XPRIZE To Manifest A New Star Trek
FindArticles FindArticles
·
Mar 9, 2026

Peter Diamandis is betting that brighter science fiction can help build a better reality. The XPRIZE founder has unveiled...

Google, Range Partner with XPrize for $3.5M Sci-Fi Film C...
The Hollywood Reporter
·
Mar 9, 2026

The competition is meant to promote "optimistic science fiction storytelling."

Announcing: $3.5M+ Future Vision XPRIZE
Substack
·
Mar 9, 2026

The worlds largest sci-fi film competition. Create a 3-minute sci-fi trailer depicting an optimistic, abundant future for...

XPrize Launches Sci-Fi Film Competition With $3.5 Million...
Variety
·
Mar 9, 2026

XPRIZE launches a $3.5M global sci-fi film competition with Google and Range Media Partners to find filmmakers.

Xprize founder Peter Diamandis launches new contest to ma...
TechCrunch TechCrunch
·
Mar 9, 2026

The famed author and investor has launched the Future Vision Xprize with sponsors like Google, Marc Benioff, and Ben Horo...

FAQ

What are Participation Interests and what is the price?

What are Participation Interests and what is the price?

Participation Interests have a purchase price of $1.00 each and reflect the percentage of revenue, if any, that investors are entitled to receive.
Is this investment opportunity open to international investors?

Is this investment opportunity open to international investors?

Yes. If the investor lives outside the United States, it is the investor’s responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the securities, including obtaining required governmental or other consents or observing any other required legal or other formalities
What is tokenization?

What is tokenization?

Tokenization refers to the digitization of real-world assets where the direct or indirect ownership stake of the asset is represented by a token. Put differently, it is the process of converting rights to an asset into a digital token recorded on a blockchain where a token is a proxy or a means of representing an indirect, direct, or similar interest in a particular asset.
What are Security Instruction Tokens (“SITs”), and how do they relate to the offerings?

What are Security Instruction Tokens (“SITs”), and how do they relate to the offerings?

SITs are Blockchain-based ERC-1404 tokens to provide an additional method for investors to provide a notification directing Brassica to transfer their Participation Interests. SITs are not intended to be a digital representation of the Participation Interests. For more information on SITs please review the respective offering documents.
What is a custodian and what is a custodial account?

What is a custodian and what is a custodial account?

A custodian is a qualified third-party entity that acts as a legal holder of securities. An investor will open a custodial account with the qualified custodian, which is used to hold investments, namely the securities in a company. A custodial account allows you to name a beneficiary and accept payments such as dividends distributions or cash payouts. Custodial accounts are not managed or held by Republic; instead, they are managed by the custodian who works with the issuer raising on the platform. The custodian of this offering is BitGo Trust Company.
Why use a custodial account?

Why use a custodial account?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor. For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.
Will I have to set up a custodial account? What is the process?

Will I have to set up a custodial account? What is the process?

Yes, since the company is utilizing a custodian, all investors in the offering will be required to create a custodial account with BitGo Trust Company and enter into an omnibus nominee agreement. The custodial account creation process is hosted in our investment checkout system, meaning you will commit your investment and establish your account with BitGo all at once. During investment checkout, you will be automatically prompted to review and sign certain custodial documents with BitGo. In addition, you may be asked to provide certain information to verify your identity. Once completed, you will receive an email confirming your investment commitment.
Which countries or states are not permitted to open a Custody Account with BitGo?

Which countries or states are not permitted to open a Custody Account with BitGo?

Anguilla, Belarus, Belgium, Bermuda, Bonaire, Sint Eustatius and Saba, Cuba, El Salvador, France, Grenada, Guadeloupe, Haiti, Ind, Indonesia, Iran, Israel, Jamaica, Japan, Montserrat, North Korea, Qatar, Russia, Saint Kitts and Nevis, Syria, Turks and Caicos Islands, Venezuela, and Vermont, USA
Why would a company use a custodian like BitGo?

Why would a company use a custodian like BitGo?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor. For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.
Does it cost me anything to open a custodial account with Bitgo?

Does it cost me anything to open a custodial account with Bitgo?

Right now, there are no costs for investors to open a custodial account. Custodial accounts do sometimes have a low annual cost to maintain; however, such costs are covered for the investor in this offering at this time.
I’m being told my custody account is in manual review, what should I do?

I’m being told my custody account is in manual review, what should I do?

BitGo reviews accounts that require manual review on a daily basis. Please expect to receive confirmation of your account being opened or to hear further guidance from our team within 24-48 hours.
I have further questions regarding Brassica Trust and/or my custodial account, who can I contact?

I have further questions regarding Brassica Trust and/or my custodial account, who can I contact?

Please contact our team at investors@republic.co with any further questions related to your custodial account with Brassica

Still have questions? Check the discussion section.
Show all FAQ

Risks

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Issuer is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenue projections.

A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.

The amount of capital the Issuer is attempting to raise in this Offering may not be enough to sustain the Issuer’s current business plan.

In order to achieve the Issuer’s near and long-term goals, the Issuer may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Issuer will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Issuer and present and future market conditions. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

We depend on a single motion picture and have no other source of revenue.

The Issuer is a single-picture operating company organized to develop, finance, package, produce and exploit one feature-length motion picture and the rights related to it. The Issuer has no other business, no other assets and no other source of revenue. Investors will have no diversification across projects, and the failure of the Picture to be completed, released or commercially exploited will result in the loss of some or all of an Investor’s investment. An investment in the Securities is a concentrated bet on the outcome of one motion picture.

Pre-sales of distribution rights in individual territories will reduce the revenue available from the Picture as a whole.

Independent motion pictures are frequently financed in part by licensing distribution rights in individual territories or media in advance of production. Any such pre-sale is made at a fixed price negotiated before the Picture’s commercial performance is known, and the advances received are customarily applied to the production budget rather than distributed. A pre-sale forecloses the possibility of a more favorable license in that territory or medium after release, and dilutes the aggregate revenue potential of the Picture. Investors will have no right to approve any pre-sale.

The Picture’s content rating and censorship in foreign jurisdictions may limit its distribution and reduce its revenue.

Distribution agreements are frequently conditioned on the Picture receiving a content rating no more restrictive than a specified classification. Because neither the screenplay nor the finished Picture exists, we cannot predict the rating the Picture will receive. A more restrictive rating would narrow the audience that may attend, limit the media in which the Picture may be advertised, and may permit a distributor to refuse delivery. Censors in foreign jurisdictions may also find elements of the Picture objectionable and require cuts, which would add to our costs, or may deny release entirely. Each of those outcomes would reduce the revenue available for distribution to Investors.

The Issuer may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Issuer can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Issuer may limit the amount of capital it can raise during the Offering by ending the Offering early.

We will rely on third parties for the services, personnel and facilities necessary to produce and distribute the Picture.

The Issuer has no employees. It will depend on a screenwriter, a director, cast, department heads, crew, production-services vendors, payroll services, post-production facilities, sales agents and distributors, none of whom has been engaged as of the date of this Form C. The Issuer’s ability to produce and exploit the Picture will be adversely affected if these parties do not perform in compliance with the Issuer’s requirements and in a timely and cost-effective manner, if they become unavailable, or if the Issuer is unable to engage them on acceptable terms or at all. The Issuer may also be required to accept terms that reduce the amounts available for distribution to Investors, including deferments, profit participations and contingent compensation.

We do not own the Picture or the rights underlying it, and our chain of title is not established.

As of the date of this Form C, the winning project of the Future Vision XPRIZE competition has not been selected and the Issuer holds no copyright, screenplay, treatment, option or other underlying right in the Picture. The Issuer has no registered or applied-for copyrights, trademarks or patents. Establishing a clean chain of title will require the Issuer to acquire the winning project and all underlying rights from the winner and any collaborators, to obtain all necessary clearances, releases and licenses, and to secure rights to any third-party music, footage and other materials. There is no assurance the Issuer will do so, or that it will do so on acceptable terms. Defects in the chain of title could prevent the Picture from being produced, delivered, insured or distributed, and could expose the Issuer to infringement claims. In addition, the “Future Vision XPRIZE,” “XPRIZE” and “Moonshots” marks are owned by other entities, and the Issuer has no license or consent to use those marks.

The rights in the winning project revert to the winner if production does not commence within three years, and we would then hold no project.

The winning screenplay is to be assigned to us, but the assignment is subject to a reversion. If we have not commenced production within three years of the assignment, or if the project is abandoned before then, the rights return to the winner and we cease to hold the asset on which our business depends.

A reversion does not return our costs. The grand prize funding is not repayable to us, third party financiers that have advanced funds against the Picture retain their customary repayment rights against us, and we will have spent the proceeds of this Offering on development. Investors have no right to compel the return of their investment, and on a reversion we would hold no screenplay, no rights and little or no cash. Investors would receive nothing.

In addition, by entering the competition, participants grant the competition’s operations partner exclusive rights in their submission from the moment of submission through the winner announcement, together with a first right to develop selected projects, and participants may not shop their concepts to other studios or producers during that period.

The Issuer’s success depends on the experience and skill of the managers, its executive officers and key employees.

We are dependent on our managers, executive officers and key employees. These persons may not devote their full time and attention to the matters of the Issuer. The loss of our managers, executive officers and key employees could harm the Issuer’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.

Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

The use of individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.

The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Issuer may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

Motion picture piracy may affect our ability to maximize our revenues.

Motion picture piracy is extensive in many parts of the world and is made easier by technological advances and the conversion of motion pictures into digital formats. This trend facilitates the creation, transmission and sharing of high-quality unauthorized copies of motion pictures in theatrical release, on videotapes and DVDs, from pay-per-view through set top boxes and other devices through unlicensed broadcasts on free TV and the internet. The proliferation of unauthorized copies of these products will likely continue, and if it does, will have an adverse effect on the Issuer’s business, because these products could reduce the revenue generated by the Picture. Additionally, in order to contain this problem, we may have to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and losses of revenue. There can be no assurance that even the highest levels of security and anti-piracy measures will prevent piracy. In particular, unauthorized copying and piracy are prevalent in countries outside of the U.S., whose legal systems may make it difficult for the Issuer to enforce its intellectual property rights. While the U.S. government has publicly considered implementing trade sanctions against specific countries that, in its opinion, do not make appropriate efforts to prevent copyright infringements of U.S. produced motion pictures, there can be no assurance that any such sanctions will be enacted or, if enacted, will be effective. In addition, if enacted, such sanctions could impact the amount of revenue generated from the international exploitation of the Picture. If enacted, such trade sanctions could impact the amount of revenue that we realize from the international exploitation of our content, depending upon the countries subject to such action and the duration of such action. If embargoes or sanctions are not enacted or if other measures are not taken, we may lose an indeterminate amount of additional revenue as a result of piracy.

Changes in government regulation could adversely impact our business.

The cable/media/television/internet/entertainment industry is subject to extensive legislation and regulation at the federal and local levels and, in some instances, at the state level. Additionally, the industry is subject to regulation, and additional regulation is under consideration. Many aspects of such regulation are currently the subject of judicial and administrative proceedings, legislative and administrative proposals, and lobbying efforts by us and our competitors. Legislation under consideration could entirely rewrite our principal regulatory statute, and the FCC and/or Congress may attempt to change the classification of or change the way that the industry is regulated and/or change the framework under which broadcast signals are carried, remove the copyright compulsory license and changing rights and obligations of our competitors. We expect that court actions and regulatory proceedings will continue to refine our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on the industry.

The Picture has not been selected, and our entire business plan depends on the outcome of a competition that we do not control.

We were organized to produce the winning project of the Future Vision XPRIZE competition. The winner is scheduled to be selected and announced on September 25, 2026. As of the date of this Form C, the winning project has not been selected, no screenplay exists, no talent is attached and no production budget has been prepared. Investors will therefore be asked to commit capital without knowing the story, the creative team, the budget, the production schedule or the intended distribution path for the Picture.

The competition is operated by third parties. Judging, selection and final selection authority rest with the competition organizer, its operations partner and its sponsors, none of which is the Issuer. The competition rules may be amended, entries may be disqualified, the announcement may be delayed and the organizers may exercise discretion in ways that are adverse to us. We have no ability to control or to compel any particular outcome, and an outcome adverse to us could leave us without a project and Investors without any prospect of a return.

If no winner is selected, or the winner does not deliver the project to us, we may have no project to produce.

The selection of a winner does not itself vest any rights in us. The winner must transfer or license the winning project and all underlying rights to us, must satisfy the competition’s eligibility and conduct requirements, and must execute the agreements contemplated by the competition rules and our Operating Agreement. A winner may decline to proceed, may fail to satisfy those requirements, may be unable to deliver clean title, or may negotiate terms we are unwilling to accept. If no winner is selected, or the winner does not deliver, we may hold Offering proceeds with no project to produce, and may be required to seek an alternative project or to wind up. Investors have no right to compel the return of their investment in those circumstances.

The winner of the competition is expected to become the holder of ninety percent of our Membership Interests and our manager, which will change control of our business after Investors commit their capital.

Our Operating Agreement expressly permits our manager to transfer Membership Interests to the winner of the Future Vision XPRIZE competition, or to the winner’s designee, without the consent or approval otherwise required for transfers, subject only to the transferee’s execution of a joinder. Following the winner announcement, we expect to admit the winner as a member. That admission or transfer may constitute a substantial reallocation of our ownership. The winner is expected to become the manager of our company on admission. Control over development, production, financing, distribution and the application of our funds will pass to a person Investors have had no opportunity to evaluate, and who is expected to hold ninety percent (90%) of our Membership Interests. The circumstances in which the winner may be removed as manager, and the treatment of the winner’s membership interest on removal, will be set out in our Operating Agreement as amended or amended and restated following the announcement. The terms of that amendment have not been settled and Investors will have no vote on it. As the holder of a majority of the Membership Interests, the winner will also control the member-level actions that require the consent of a majority in interest, including the sale of the Picture or of substantially all of our assets and our merger, conversion or voluntary dissolution.

Investors have no contractual right to vote on, consent to, approve or receive advance notice of that admission or transfer, and will have no ability to evaluate the person who will control our business at the time they make their investment commitment. The only rights Investors have in respect of that admission or transfer are those Regulation CF confers. If the admission or transfer occurs before this Offering closes and results in a material change to this Form C, we will file an amendment on Form C/A, and each Investor who has made an investment commitment will be given notice of the material change and must reconfirm that commitment within five business days of receipt of the notice. An Investor who does not reconfirm will have its commitment canceled and its committed funds returned without interest. If the admission or transfer occurs after the Offering closes, Investors will have no notice, consent, approval or reconfirmation right of any kind.

The winner has no operating history with us, may have no experience producing a feature-length motion picture, and may make decisions concerning the Picture, its budget, its creative direction, its financing and its distribution that differ materially from those our current management would make. Those decisions may reduce or eliminate the amounts, if any, ultimately payable to Investors.

Neither we nor our manager has produced a feature-length motion picture.

We were organized on August 26, 2026 and have no operating history. Neither we, nor our manager, nor any of our manager’s advisors has previously managed or produced a feature-length audiovisual production. We will endeavor to engage persons with the skills necessary to produce and distribute a feature-length motion picture, but no assurance can be given that we will be successful in doing so, or that we will be able to supervise, budget, schedule, complete, deliver or exploit the Picture effectively, any of which could result in the loss of an Investor’s entire investment.

We cannot guarantee that we will be successful in producing, distributing, selling, commercializing or exploiting the Picture, or that we will make a profit.

No assurance can be given that we will be successful in producing, distributing, selling, commercializing or exploiting the Picture or any products created in connection with it. Further, even if we do so, no assurance can be given that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations and Investors may lose their entire investment.

Our entry into the motion picture production business faces various risks and challenges, including:
  • the success of the Picture will be primarily dependent on audience acceptance, which is extremely difficult to predict;

  • the production and marketing of a feature-length motion picture is capital-intensive, and our capacity to generate cash from the Picture may be insufficient to meet our anticipated capital requirements;

  • delays and increased expenditures may arise from creative problems, technical difficulties, talent availability, accidents, natural disasters or other events beyond the control of the Issuer, its production partners and distributors;

  • the costs of producing and marketing motion picture content have steadily increased and may increase further, which may make it more difficult for us to generate a profit or to compete against other content producers;

  • theatrical and home entertainment release is subject to seasonal variation based on the timing of other releases, and a short-term negative impact during a period of high seasonal demand could disproportionately affect the Picture;

  • a strike by one or more of the labor unions or similar groups that provide personnel essential to the production of feature films could delay or halt our production activities;

  • the strain on our personnel from the effort required to produce the Picture, and the time required for creative development, may delay completion and release; and

  • the profitable distribution of the Picture depends in large part on the availability of one or more capable distributors who are able to arrange appropriate advertising and promotion and proper release dates, and any decision by those distributors not to distribute or promote the Picture, or to promote competing content to a greater extent, could materially reduce the revenue generated by the Picture.

A distributor may cross-collateralize the Picture with other pictures, so that losses on other titles are recouped out of the Picture’s receipts.

Distributors frequently license motion pictures in packages and account for them on a cross-collateralized basis, applying receipts from one picture against unrecouped costs and advances attributable to others in the same package, territory or medium. We have not entered into any distribution agreement and cannot assure Investors that we will be able to negotiate the exclusion of cross-collateralization. If the Picture is cross-collateralized, receipts that would otherwise be remitted to us may be applied to recoup losses on pictures in which we and Investors have no interest, and we may receive materially less Company Gross Revenue, or none at all, notwithstanding the commercial performance of the Picture.

Because the motion picture industry is highly speculative and inherently risky, the Picture may not be commercially successful, in which case we will not be able to recover our costs or realize anticipated profits.

The motion picture industry is highly speculative and inherently risky. We cannot assure you that the Picture will be successful, because the revenues derived from the production and distribution of a motion picture depend primarily upon acceptance by the public, which cannot be predicted. The revenues derived also may not correlate to the production or distribution costs incurred. A motion picture’s commercial success also depends upon the quality and acceptance of other competing films released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. Many films are produced each year and are never released. Many films that are released are not commercially successful and fail to recoup their production costs.

Domestic theatrical distribution is very competitive and dominated by major studio distributors.

Domestic theatrical distribution is very competitive. A substantial majority of the motion picture screens in the United States typically are committed at any one time to a limited number of films distributed nationally by major studio distributors that can command greater access to available screens. Although some theaters specialize in exhibiting independent motion pictures, there is intense competition for screen availability for those films as well. The Issuer will compete with numerous major motion picture production and distribution companies that have substantially greater resources, larger and more experienced production and distribution staffs, and established histories of successful production and distribution of motion pictures. The Picture will also compete indirectly with other forms of public entertainment.

The costs of producing motion pictures are often underestimated, and the Picture may not be completed within budget or at all.

The costs of producing motion pictures are often underestimated and may increase by reason of factors beyond the control of the producers, including weather conditions, illness or death of technical and artistic personnel, artistic

requirements, labor disputes, governmental regulations, equipment breakdowns and other production disruptions. There are substantial risks associated with film production, including death or disability of key personnel, destruction or malfunction of sets or equipment, inability of production personnel to comply with budgetary or scheduling requirements, and physical destruction or damage to the Picture itself. Significant difficulties of this kind may materially increase the cost of production or cause the Picture to be abandoned.

If we obtain a completion guarantee, the completion guarantor may take over the Picture and displace our creative and business control.

A completion guarantor customarily has the contractual right, upon a budget overrun or schedule failure, to assume control of the production, to replace the director, producers and other personnel, to make cuts to the script and shooting schedule, and to complete and deliver the Picture as it sees fit. The guarantor’s obligation runs to the financiers and distributors that require the guarantee, not to Investors. If a guarantor exercises those rights, the Picture that is delivered may differ materially from the Picture described in this Form C, the guarantor’s advances are recouped from revenue ahead of Investors, and the amounts, if any, ultimately payable to Investors may be reduced or eliminated.

We may not obtain a completion bond or production insurance, and we hold no insurance as of the date of this Form C.

We hold no insurance coverage of any kind as of the date of this Form C. We may elect to forgo the purchase of a completion bond or other production-related insurance for the Picture, with the result that losses relating to key personnel, equipment, locations or film footage would be uninsured. Insurance covering our liabilities arising from the creation, exploitation and disposition of the Picture may not be available at a reasonable cost or may not be obtained at all, and our assets may be exposed to operating risks that are not insured. In addition, our Operating Agreement permits any policy we do obtain to be combined with policies covering assets owned by separate and unrelated companies managed by our manager, in which case our coverage may be limited or reduced. An uninsured loss could increase the cost of the Picture, delay or prevent its completion, and reduce or eliminate the amounts available for distribution to Investors.

We must clear chain of title and place errors and omissions insurance before a distributor will be obligated to accept delivery of the Picture.

Distribution agreements customarily condition the distributor’s obligation to accept delivery, and therefore to pay anything, on the producer establishing a complete chain of title to the Picture and all underlying literary, dramatic and musical material, obtaining every necessary clearance, release and license, and placing errors and omissions insurance with a carrier and on terms acceptable to the distributor. We have not established chain of title, obtained clearances or placed errors and omissions coverage, and we may be required to make script changes in order to obtain that coverage. If we cannot satisfy those conditions, a distributor may refuse delivery, terminate its agreement or offset the cost of curing the defect against amounts otherwise payable to us, and we may be unable to generate any revenue from the Picture.

The production and distribution of a motion picture is a long-term undertaking, and Investors may wait years for any return.

Pre-production may extend for two to three months and longer in certain circumstances. Principal photography may extend for several weeks or more. Post-production may extend for three to four months and longer in certain circumstances. Distribution and exhibition may continue for years before Company Gross Revenue or Net Proceeds are generated, if at all. Investors should be prepared to hold the Securities for an indefinite period and should have no need for liquidity in this investment.

Foreign distribution of the Picture is subject to regulation, currency controls and other restrictions.

Foreign distribution of a motion picture outside the United States and Canada may require the use of various foreign distributors. Some foreign countries impose government regulations on the distribution of films. Revenues derived from the distribution of the Picture in foreign countries, if any, may be subject to currency controls and other restrictions that may temporarily or permanently prevent the inclusion of such revenue in Company Gross Revenue.

Investors are at the end of the motion picture revenue chain and are paid only after every party ahead of them has been paid.

The distribution of a motion picture typically flows from the producer to the distributor, who in turn may deliver it to territorial sub-distributors, who distribute it to theatrical exhibitors. The box office receipts generated by a motion picture travel the same route in reverse. The exhibitor takes its share and remits the balance to the sub-distributor, who takes its share and remits the balance to the distributor, who takes its share and remits the balance to the producer. Investors, whose money has been at risk for the longest period, are at the end of that chain. If the Issuer in negotiating a distribution arrangement must rely heavily on a participation at some defined level of the Picture’s revenue stream, revenues to the Issuer, and therefore to Investors, are likely to be last in line to benefit from that revenue stream, if at all.

There may never be any Net Proceeds, and the deductions taken ahead of Investors are extensive.

Our only source of revenue will be the exploitation of the Picture. Before any amount is payable to Investors, Company Gross Revenue is reduced by collection account costs, guild residuals reserves, distribution fees and costs, repayment of debt and related premium, interest and fees, out-of-pocket costs of production, delivery, promotion and marketing, customary off-the-top third-party deductions, and reserves established at the discretion of our manager. Only after those deductions are Investors entitled to recoup their capital, and only after further bonus payments and Deferments is any balance treated as Net Proceeds. Each of those deductions is determined in the first instance by our manager or by third parties, and the aggregate of them may exceed all revenue the Picture ever generates. There can be no assurance that any amount will be available for distribution to Investors.

The basis for the calculation of the amounts we will be entitled to receive from the release of the Picture will be detailed in one or more distribution agreements or production agreements, none of which has been negotiated or finalized. Those terms will be negotiated in accordance with prevailing industry practice, and the definitions of gross receipts, distribution fees, distribution expenses and net proceeds used in them are customarily drafted in favor of the financier or distributor. Investors will have no opportunity to review or approve those agreements, and the accounting definitions ultimately agreed may prevent any amount from ever reaching Investors.

Production tax incentives may be unavailable, reduced or recaptured, and our manager decides whether they benefit Investors.

We may apply for state, local or foreign production tax credits, rebates and other incentives to offset the cost of the Picture. Those programs are subject to annual appropriation and aggregate caps, are frequently amended or eliminated, and impose qualification, local spend, audit and certification requirements. An incentive may be denied, reduced, delayed or recaptured after it has been claimed, including for failure to satisfy conditions after production is complete. Our Operating Agreement permits our manager, in its sole discretion, either to apply any incentive against the budget of the Picture or to lend against it, or instead to treat it as Company Gross Revenue. Investors have no right to participate in that election, and the election our manager makes may materially affect whether Investors receive any benefit from the incentive.

If the Picture is licensed to a streaming service on a buyout basis, Investors’ return will be limited to a share of the buyout price.

A substantial portion of independent motion pictures are now licensed to streaming services for a fixed fee that buys out all backend participation, rather than for an advance plus a share of downstream revenue. A buyout produces a single, capped payment regardless of how widely the Picture is viewed, and the streaming service is under no obligation to report viewership. If we license the Picture on that basis, Investors’ recoupment and their share of Net Proceeds will be measured against the buyout price alone, which may be substantially less than the Picture would have generated through conventional distribution, and Investors will not share in the Picture’s subsequent success.

Investors will not participate in revenue from sequels, remakes or other subsequent productions based on the Picture.

Company Gross Revenue, from which all amounts payable to Investors are derived, expressly excludes income from the exploitation of sequel, remake and other subsequent production rights. If the Picture is commercially successful and a franchise develops from it, the economic value of that franchise will accrue to our members and to third parties and not to Investors. Our manager has exclusive authority over the exploitation of those rights and may exploit them at any time, including before Investors have recouped any part of their investment.

Guild residuals must be paid before Investors are paid, and the guilds may foreclose on the Picture if they are not.

If the Picture is produced under collective bargaining agreements with the Screen Actors Guild-American Federation of Television and Radio Artists, the Directors Guild of America, the Writers Guild of America or the International Alliance of Theatrical Stage Employees, we will be obligated to pay residuals to guild members based on the exploitation of the Picture. Our distribution schedule requires a residuals reserve to be taken out of Company Gross Revenue ahead of any recoupment by Investors, to the extent the residuals are not directly assumed or paid by a distributor. Residual obligations continue for so long as the Picture is exploited and are not limited to the amounts raised in this Offering. If we fail to pay residuals when due, a guild may have the right to foreclose on the Picture itself in order to satisfy the obligation, in which case Investors could lose their entire investment.

Talent and other third parties may hold gross participations that are paid before any amount reaches Company Gross Revenue.

Directors, principal cast, writers, producers and financiers frequently negotiate contingent compensation measured against gross receipts rather than net proceeds, and payable from the first dollar or from a defined breakeven. Participations of that kind are paid at the distributor level, before receipts are remitted to us, and are therefore deducted before Company Gross Revenue is calculated and before any of the priorities described under “The Securities” are applied. We have attached no talent and negotiated no participations, and the participations we ultimately grant may be substantial. Investors will have no right to approve them, and they may reduce or eliminate the amounts payable to Investors.

Our revenues and results of operations may fluctuate significantly and are not predictable.

Our results of operations depend significantly upon the commercial success of the Picture, which cannot be predicted with certainty. Underperformance at the box office in any period may cause our revenue and earnings results for that period, and potentially for subsequent periods, to be materially less than anticipated. Results of any one period may not be indicative of results for any future period, and our results from year to year may not be directly comparable.

Our success depends on external factors in the motion picture and television industry that we do not control.

The popularity of the Picture will depend on many factors, including the critical acclaim it receives, the format of its initial release, its talent, its genre and subject matter, audience reaction, the quality and acceptance of content that our competitors release into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may change. Because performance in ancillary markets is often related to theatrical box office performance, poor box office results may negatively affect future revenue streams.

We cannot predict the effect that rapid technological change may have on our business or industry.

The entertainment industry in general, and the motion picture industry in particular, continue to undergo significant change, primarily due to technological developments and shifting consumer tastes. We cannot accurately predict the overall effect that technological growth, emerging distribution channels or the availability of alternative forms of entertainment may have on the potential revenue from, and profitability of, the Picture. Certain outlets for the distribution of motion pictures may not obtain the public acceptance predicted for them, and if new distribution channels gain popular acceptance, demand for existing channels may decrease. If we are unable to exploit new distribution channels to the extent expected, our business, operations and financial condition could be materially adversely affected.

Our manager has exclusive control over our business and the Picture, and Investors have no voice in any decision.

Under our Operating Agreement, our manager has exclusive control and complete decision-making authority over all aspects of the Picture, including development, pre-production, production, post-production, exhibition, distribution and other exploitation of the Picture and the rights in it, approval of final cut, and the collection, management and distribution of all funds. Our manager may borrow money, pledge and encumber our assets, employ and dismiss personnel, compromise claims, enter into contracts, make tax elections, create and withdraw from reserves, and allocate profit participations to third parties. Investors are not members, have no vote or consent right on any matter, and will have no creative or business control. Decisions may be taken over an Investor’s objection and may reduce or eliminate the amounts payable to Investors.

Our manager’s fiduciary duties, and its liability to us for breach of those duties, have been eliminated.

Our Operating Agreement eliminates in their entirety any duties, including fiduciary duties, that our manager would otherwise owe to us or to any other person bound by that agreement, and eliminates in their entirety any liability of our manager for breach of contract and breach of those duties, in each case except for a bad faith violation of the implied contractual covenant of good faith and fair dealing. Where our manager is permitted to act in its “sole discretion,” it is entitled to consider all interests and factors as it deems appropriate, including its own. The scope of the duties owed to us and to our investors by our manager is materially narrower than the duties a corporation’s directors would owe to the corporation and its minority stockholders, and Investors have materially fewer remedies as a result.

Our manager cannot be removed and is not required to devote its services exclusively to us.

Our Operating Agreement provides that our manager may not be removed except with its own prior written consent. Our manager is not required to render exclusive services to us or to the Picture. Our manager, the production team and the talent may hold interests in, and devote time to, other business ventures, including the production of other motion pictures and the organization of companies similar to ours, without any obligation to offer those opportunities to us. Conflicts of interest may arise in the allocation of our manager’s time and attention, and may be resolved in a manner adverse to Investors. Our Operating Agreement is expected to be amended or amended and restated following the winner announcement, and the removal provision described above is expected to change. Investors will have no vote or consent right on that amendment and no right to approve its terms.

A ten percent holder will hold consent rights over our financing, the disposition of the Picture and our dissolution, and Investors will have no equivalent right.

Following the winner announcement, a holder of ten percent (10%) of our Membership Interests that does not manage our company is expected to hold consent rights over our making any single commitment in excess of $100,000,

exceeding the contingency in an approved budget, selling, optioning or licensing the Picture or any right in it, incurring new equity or debt, paying our manager or its affiliates outside approved fees and winding up our company, together with such other matters as our Operating Agreement provides.

Those rights give a minority holder a veto over the financing, the exploitation and the disposition of the only asset from which Investors can be paid. That holder owes Investors no duty, may withhold consent for reasons of its own, and may withhold consent where our manager and Investors would both prefer that we proceed. A refusal to consent to financing, to a sale or to a license of the Picture could delay or prevent production or exploitation and could reduce or eliminate the amounts payable to Investors.

Our manager may enter into transactions with itself and its affiliates and is entitled to compensation and to non-auditable expense reimbursement.

The Operating Agreement expressly authorizes the manager to enter into agreements with its own partners, members, shareholders and affiliates in connection with the Issuer’s business, provided that such agreements are entered into in good faith and on terms no less favorable to the Issuer than if the other party were unrelated and at arm’s length and for fair value. Investors are not members and have no right to enforce that covenant. The manager will be compensated under service agreements with the Issuer for services rendered in connection with the production of the Picture, may be accorded a profit participation under those agreements, may lend money to the Issuer and charge interest at a rate it determines in its own discretion, and is entitled to reimbursement of expenses on a non-auditable basis. Each of those arrangements reduces the amounts otherwise available for distribution to Investors.

We may incur debt secured by our assets and revenue, and lenders will be repaid ahead of Investors.

Our Operating Agreement permits our manager to borrow funds, take on debt and participate in crowdfunding to enable us to conduct our business, and to secure that indebtedness with our assets and income, including by granting lenders a security interest in them. Debt so incurred, together with any applicable premium, interest and fees, is repaid from Company Gross Revenue ahead of any recoupment by Investors. Investors themselves hold no security interest in the Picture, in the rights in it, or in the revenue stream derived from its exploitation.

Our manager may grant profit participations, deferments and bonus payments to third parties that reduce the amounts available to Investors.

Our manager is authorized to allocate profit participation to third parties providing rights, monies or services on or to the Picture, and to enter into agreements under which persons rendering services, materials or facilities receive deferred amounts or a percentage participation in our revenue. Our manager may also commit to pay studios, distributors and other third parties out of revenues generated by the Picture at a point in the revenue stream prior to our receipt of Company Gross Revenue, including through flat fee arrangements, negative pickup deals or an outright sale of the Picture. Each of those arrangements may reduce, and in the aggregate may eliminate, the amounts otherwise payable to Investors.

Google is entitled to credits and to negotiate fixed and contingent compensation in connection with the Picture, and those terms have not been agreed.

Under the competition rules and the sponsorship agreement governing the competition, if a finalist project is adapted to a feature, Google will serve as a producing partner and is entitled to an on-screen production company credit and up to three individual executive producer credits for individuals it designates. The winner or finalist is further required to negotiate in good faith with Google, following the announcement of finalists and winners, regarding Google’s participation in the project, including fixed and contingent compensation commensurate with those credits and the value of the resources provided. Those terms have not been negotiated. Any fixed compensation payable to Google would increase the cost of the Picture, and any contingent compensation would reduce the revenue available for distribution to Investors. Google’s provision of tools and technical resources remains subject to availability and to Google’s discretion.

Range Media Partners may receive equity, producer fees and backend participation in the Picture, and there is no assurance the Picture will be produced.

The competition operations partner has committed only to use good faith efforts to negotiate, following the winner announcement, toward a film production agreement addressing ownership structure and equity splits, the application

of the grand prize funding, additional financing structure and recoupment waterfall, creative approval rights and governance, distribution rights and revenue participation, credits, marketing rights and sequel and franchise provisions. That agreement expressly does not guarantee that film production will occur, and production depends on financing availability, talent attachment, market conditions and successful negotiation of mutually acceptable terms. The agreement under which that commitment was made expires by its terms on September 30, 2026, or upon completion of the live finale if later, and the provision containing the commitment is not among the provisions that survive expiration. The operations partner may therefore have no continuing obligation of any kind with respect to the Picture at the time this Offering closes. The operations partner’s compensation for film production services may include equity ownership, producer fees and backend participation, each of which would dilute or reduce the amounts otherwise payable to Investors.

ARK may acquire participation economics in the Picture, and those terms have not been agreed.

Under an executed sponsorship agreement between Moonshots LIVE LLC and ARK Investment Management LLC, ARK and the production company or rights holder for the Picture are to negotiate in good faith participation economics tied to the Picture in consideration of ARK’s promotional and distribution support, which may include a revenue share arrangement or a success-based participation. We expect to be that production company and rights holder. Those terms have not been negotiated, we cannot predict their quantum, and Investors will have no right to approve them. Any participation ARK acquires would be satisfied out of revenue that would otherwise be available for distribution to Investors.

Our indemnification obligations could deplete our assets.

We are required to indemnify and hold harmless our members, our manager and their respective officers, directors, shareholders, partners, members, trustees, beneficiaries, employees, agents, heirs, assigns, successors-in-interest and affiliates against losses, damages, liabilities and expenses, including reasonable attorneys’ fees, judgments, fines and settlements, incurred in connection with acts performed in good faith and within the scope of the authority conferred on them, subject to limited exceptions. We are also required to advance defense expenses. Indemnification and advancement are satisfied solely out of our assets and could reduce or deplete those assets, including assets that would otherwise be available for distribution to Investors.

Upon dissolution, the copyright in the Picture transfers to our manager.

Our Operating Agreement provides that if, upon our dissolution, the rights in the Picture and its underlying property have not been disposed of, all of our copyrights and ancillary copyright rights in the Picture automatically transfer to our manager, which assumes the related obligations. By its terms that assumption runs to repayment obligations owed to our members; it does not expressly extend to Recoupment Position Holders, and the liquidation waterfall likewise distributes to members by reference to positive capital account balances, which Investors do not have. Our duration is limited: we continue only until eight years after the theatrical release of the Picture, unless terminated or dissolved earlier. Investors have no vote on dissolution and no ability to prevent that transfer.

If we were deemed an investment company, our business would be materially adversely affected.

We do not believe we are an investment company as defined in Section 3 of the Investment Company Act of 1940, on the basis that our business is to develop, produce and exploit a single motion picture rather than to invest, reinvest or trade in securities. If our activities, our holding of Offering proceeds pending selection of the Picture, or the characterization of our interests in any production entity were to result in our being deemed an investment company, we would be required to register under that Act or to restructure our operations, would become ineligible to rely on Section 4(a)(6) of the Securities Act, and could face rescission rights and regulatory action. Any of those outcomes would materially and adversely affect our business and the value of the Securities.

Risks Related to the Offering

The Escrow Agent and the Custodian may be changed during the Offering, which may result in delays or operational adjustments.

Under the Issuer’s agreement with the Intermediary, the Intermediary selects the Custodian in its sole discretion and instructs the Escrow Agent, and the Escrow Agent or the Custodian may be replaced at any time during the Offering.

In the event of such a change, investor funds held in escrow may be transferred to a new escrow account with a different financial institution. Any such transition will be conducted in compliance with applicable laws and regulations; however, Investors should be aware that a change in the Escrow Agent or the Custodian may result in administrative delays or require additional documentation. The Issuer makes no representation as to, and has no recourse against the Intermediary for, the performance of the Custodian.

Promotional communications concerning the competition and the Picture were disseminated before this Offering, and the Issuer could be found not to have complied with the advertising and solicitation rules of Regulation Crowdfunding.

Press releases, social media posts and other promotional materials concerning the Future Vision XPRIZE competition and the motion picture to be produced from the winning project were circulated in and before August 2026, before the Issuer was organized and before this Offering was launched. Rule 204 of Regulation Crowdfunding restricts an issuer from advertising the terms of an offering other than by a notice directing investors to the intermediary’s platform, Rule 206 permits solicitations of interest before a Form C is filed subject to conditions, and Rule 201(z) requires that any such communication be filed as an exhibit to this Form C. If any of those communications were determined to constitute an offer of the Securities, or a solicitation of interest that has not been filed, the Issuer could be found to have violated Regulation Crowdfunding. A violation could result in enforcement or regulatory action, rescission rights in favor of Investors, the inability of the Issuer to rely on Section 4(a)(6), and substantial cost and diversion of management attention, any of which would materially and adversely affect the Issuer and the value of the Securities.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The offer and sale of our Membership Interests may not have complied with federal and state securities laws.

Our Membership Interests are securities. Interests have been issued and transferred, further interests are expected to be issued or transferred in connection with the competition, and communications describing those interests have been made to persons who are not investors in this Offering. We have not obtained a determination that each of those offers, issuances and transfers was exempt from registration under federal or state securities laws. If any was not exempt, the persons to whom the interests were offered or sold may have a right to rescind and to recover the amount paid, or to recover damages, and we could be subject to civil penalties and to action by federal or state regulators. A claim of that kind would be satisfied out of our assets, which consist principally of the proceeds of this Offering, and we would bear the cost of defending it whatever its outcome. Such a determination could also be asserted to affect the exemption on which this Offering relies. Any of those outcomes would reduce or eliminate the amounts payable to Investors.

The Issuer’s management may have broad discretion in how the Issuer uses the net proceeds of the Offering.

Unless the Issuer has agreed to a specific use of the proceeds from the Offering, the Issuer’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.

At the conclusion of the Offering, the Issuer will pay the Intermediary a cash fee equal to the greater of (A) fifteen thousand dollars ($15,000.00) or (B) seven percent (7%) of the aggregate amount of the Securities sold by the Issuer

in the Offering. Because the fee is subject to a fixed floor, the fee will represent a materially larger percentage of the proceeds if the Issuer raises an amount at or near the Target Offering Amount than if it raises the Maximum Offering Amount, and correspondingly less of the proceeds will be available for the Picture.

The Issuer has the right to limit individual Investor commitment amounts based on the Issuer’s determination of an Investor’s sophistication.

The Issuer may prevent any Investor from committing more than a certain amount in this Offering based on the Issuer’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Issuer’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Issuer’s determination.

The Issuer has the right to extend the Offering Deadline.

The Issuer may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Issuer attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Issuer extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Issuer receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Issuer receives the Target Offering Amount, at which time it will be released to the Issuer to be used as set forth herein. Upon or shortly after the release of such funds to the Issuer, the Securities will be issued and distributed to you.

The Issuer has the right to conduct multiple closings during the Offering.

If the Issuer meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Issuer may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

Funds held in escrow may exceed federal deposit insurance limits.

Investor funds are held by the Escrow Agent pending a closing. Deposits at an insured depository institution are insured by the Federal Deposit Insurance Corporation only up to applicable limits, and the aggregate amount held for this Offering may exceed those limits. If the institution holding the funds were to fail, Investors could lose all or part of the uninsured portion of their committed funds before any Securities are issued.

Risks Related to the Securities

The Issuer intends to use an alternative method of providing an instruction called a Security Instruction Token. The Securities purchased by an Investor in the Offering will be registered in the name of, and held of record by, the Custodian. If an Investor wishes to sell or transfer its Securities, such Investor must provide notice to the Custodian.

The Issuer intends to use an alternative method of providing an instruction called a SIT, or such other designation as the SIT might be changed to from time to time, an ERC-1404 type token, to provide an additional method for the Investor to provide a notification directing the transfer of the Securities. SITs are not intended to be a digital representation of the Securities, nor is the Issuer required to mint or release the SITs.

After purchasing the Securities in the Offering, Investors may have the opportunity to receive SITs to their self-custodied Wallets by accessing the Investors’ Republic Portfolio page, where there will be an option to receive SITs in the event that SITs are ultimately issued in connection with the Offering. The SITs may be issued before the lock-up period is over, but there will be built-in restrictions to restrict the transfer of any SITs before the lock-up is over. Additionally, to receive SITs, the transferee will need to go through onboarding, enter into various agreements with the Custodian, and get their Wallets whitelisted (KYC/AML, etc.). If a transferee fails to meet these requirements, the transfer of SITs will be blocked until the requirements are met.

The entire series of Securities purchased by Investors in the Offering through the Intermediary will be registered in the name of, and held of record by, the Custodian. Pursuant to each Investor’s agreements with the Custodian, the Custodian is the legal holder of record for the Securities purchased through the Intermediary via Regulation Crowdfunding offerings. The Issuer, its agents or representatives shall deliver the Securities to the Custodian. Investors will sign an Omnibus Nominee Trust Agreement (attached as Exhibit D) and new account forms with the Custodian to designate the Custodian as the legal holder of record for the Securities.

The Issuer and the Investor authorize the Custodian to hold the Securities in registered form in the Custodian’s name or the name of its nominees for the benefit of the Investor and the Investor’s permitted assigns. The Issuer and Investor acknowledge and agree that the Custodian may assign any and all of its agreements with Investor, delegate its duties thereunder, and transfer Investor’s Securities to any of its affiliates or to its successors and assigns, whether by merger, consolidation, or otherwise, in each case, without the consent of the Investor or the Issuer.

When an Investor wishes to sell or transfer their Securities, they must provide notice to the Custodian, which, subject to any applicable restrictions on transfers, will facilitate the transfer. Transfer of SITs may be one mechanism to do so subject to certain terms and conditions.

SITs may be considered “securities” in the United States and are expected to be listed for transfer and exchange on securities marketplaces, including without limitation INX.

The Custodian is not responsible for creating and managing the Wallet on the Investor’s behalf.

The Investor is responsible for creating a self-custody wallet that can be created by following the relevant instructions on republic.com. The Custodian is not responsible for creating and managing the Wallet on the Investor’s behalf.

Investor is solely responsible for implementing reasonable measures for securing any digital wallet, vault or other storage mechanism the Investor uses to receive and hold the SITs.

Investor is solely responsible for implementing reasonable measures for securing any digital wallet, vault or other storage mechanism the Investor uses to receive and hold the SITs, including, without limitation, any requisite private key(s) or other credentials necessary to access the storage mechanism(s). If Investor’s private key(s) or other access credentials are lost, Investor may lose access to the SITs.

If the Investor transfers Securities to another person by way of SITs or otherwise, then the New Holder is deemed to be bound by the terms of the Instrument as an Investor for the period of time they hold such Securities.

If the Investor transfers Securities to another person by way of SITs or otherwise, then the New Holder is deemed to be bound by the terms of the Instrument as an Investor for the period of time they hold such Securities and the Investor irrevocably and unconditionally undertakes to ensure that each New Holder, prior to the transfer of Securities to them, expressly agrees to be bound by the Instrument as an Investor for the period of time they hold such Securities. By transferring any Securities, the Investor assigns all the Investor’s rights, title and interest under the Instrument to the recipient of those Securities or to the owner of the wallet to which the Investor transfers any SITs.

Investors will not have voting rights.

Investors are not equity holders of the Issuer and, therefore, have no voting rights. Thus, by participating in the Offering, Investors will not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the equity securities of the Issuer.

The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Issuer. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof.

Investors are not equity holders of the Issuer.

Investors are not equity holders of the Issuer, will not become members of the Issuer, and will not have an ownership claim to the Issuer or to any of its assets. Investors will hold a Non-Member Recoupment Position, being a purely contractual right to receive distributions. Investors will have no capital account, no allocation of the Issuer’s profits or losses, no right to receive a Schedule K-1, no right to vote on any matter, no right to participate in the management or control of the Issuer’s business, no right to bring an action derivatively on behalf of the Issuer, and no right to exercise any remedy available to members under the Issuer’s Operating Agreement or the Delaware Limited Liability Company Act.

In the event of our dissolution or bankruptcy, Investors hold neither a debt claim nor an equity claim and are unlikely to recover any proceeds.

The Securities are neither debt nor equity. In the event of our dissolution or bankruptcy, holders of the Securities will not be entitled to distributions as equity holders, and they hold no note, loan or other instrument evidencing indebtedness. Their claim is contractual and ranks behind the claims of our third-party creditors.

Upon liquidation, the proceeds of our assets are applied first to the costs of winding up, then to creditors in the order of priority provided by law, then to loans and advances made by members or their principals, and then to members in accordance with our distribution schedule and their positive capital account balances. Investors have no capital account. A court could characterize a claim under the Instrument differently from the way it is described in this Form C, including by subordinating it to other claims. Investors are unlikely to recover any portion of their investment in those circumstances.

Investors will recoup on a pro rata pari passu basis alongside capital contributed by our members, and their share will be reduced accordingly.

Under our distribution schedule, the return of capital at one hundred twenty percent (120%) is paid to our members and to the Recoupment Position Holders, including Investors, together on a pro rata pari passu basis in proportion to their respective contributions. The Investor’s Share of Net Proceeds is likewise shared among our contributing members and the Recoupment Position Holders on a pro rata pari passu basis. Investors will receive no preference or priority over capital contributed by a member. Our manager may admit additional members and may accept capital contributions at any time, in its discretion and without the consent of Investors. Each such contribution increases the aggregate over which those amounts are shared and reduces the proportion attributable to each Investor. We expect the $2,500,000 Future Vision XPRIZE grand prize to be contributed to us as capital and to participate at that priority on that basis.

Our manager’s own contribution is recorded in our Operating Agreement as management services, and no value has been agreed for it. If a value were agreed, or if our manager were to make or be credited with a cash contribution, including by treating fees otherwise payable to it under a service agreement as a contribution, that amount would participate in the return of capital at 120% on a pro rata pari passu basis with Investors and would reduce the proportion attributable to Investors at that priority. Investors will have no right to approve or to value any such contribution.

The $2,500,000 grand prize is expected to be contributed to us as capital and will share in the return of capital and in Net Proceeds alongside Investors.

Under the published rules of the Future Vision XPRIZE, the $2,500,000 grand prize is granted as equity investment toward film production. We expect to receive it as a capital contribution rather than as a grant. Capital contributed to us participates in the return of capital at one hundred twenty percent (120%) on a pro rata pari passu basis with the Securities and shares in the Investor’s Share of Net Proceeds on a pro rata pari passu basis with the Securities, in each case in proportion to the amounts contributed. Investors will receive no preference or priority over that capital, will have no right to approve the terms on which it is contributed and have no anti-dilution protection against it.

Additional members and additional revenue participation interests will dilute Investors.

Our manager may admit additional members and may grant additional Non-Member Recoupment Positions at any time, in its discretion and without the consent of Investors. Each admission or grant increases the aggregate contributions over which the return of capital and the Investor’s Share of Net Proceeds are shared, and therefore

reduces the proportionate share attributable to each Investor. The Securities carry no anti-dilution protection and no preemptive or participation right.

Our members may approve a sale of the Picture or of substantially all of our assets, and Investors will have no vote on that decision.

Our Operating Agreement permits the sale, assignment, transfer, exchange or other disposition of the Picture, of the rights in the Picture or of all or substantially all of our assets, and permits our merger, conversion or voluntary dissolution, in each case upon the written consent of members holding a majority of the interests in our company. Our manager currently holds all of those interests, and the winner of the competition is expected to be admitted as a member. Investors are not members, will have no vote or consent right on any of those actions, and will have no appraisal, dissenters’ or similar rights. A sale of the Picture could be made at a price, and on terms, that our manager considers acceptable but that produce little or no Company Gross Revenue after the deductions described under “The Securities,” in which case Investors may receive nothing.

Investors have no security interest in the Picture or in the revenue derived from it.

The relationship between us and Investors is that of creditor and debtor. We are not a fiduciary or trustee of Investors. Investors will have no security interest, lien or other interest in the Picture, in the rights in the Picture or in the revenue stream derived from its exploitation, and we have no obligation to segregate any funds. We have the broadest possible latitude in the distribution of the Picture, the exercise of our judgment in good faith in all matters pertaining to distribution is final, and we will incur no liability based on a claim that we failed to realize receipts or revenue that could have been realized.

Payments to Investors depend entirely on our receipt of revenue, and we have no obligation to make any payment absent that revenue.

The Securities carry no stated return, no liquidation preference, no maturity date and no repurchase right. We have no obligation to pay any amount to Investors except out of Company Gross Revenue actually received or credited to us, and then only in accordance with the priorities described under “The Securities.” Revenue is not treated as Company Gross Revenue unless it is non-refundable and received or credited in U.S. dollars in the United States or in an account available for remittance to the United States. If we do not have sufficient liquid assets, Investors will not be paid.

Investors will not be entitled to any inspection or information rights other than those required by law.

Investors will not have the right to inspect the books and records of the Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Issuer can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

There is no present market for the Securities and we have arbitrarily set the price.

The offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the offering price or at any other price.

The underlying blockchain may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which may result in security breaches and the loss or theft of SITs. If these technologies’ security is compromised or if the protocols are subjected to attacks that frustrate or thwart access to and use of the SITs, secondary trading using SITs may be thwarted, which could seriously curtail the liquidity of the Securities and cause a decline in the market price of the Securities.

The SITs, and the networks, applications and other interfaces which will utilize it, as well as applications built upon the networks that will utilize it, are still in the early stages and are unproven, and there can be no assurances that the operation of the SITs will be uninterrupted or fully secure which may result in a complete loss of the SITs. Additionally, if the underlying blockchain or network is subject to unknown and known security attacks (such as double-spend attacks or other malicious attacks), this may materially and adversely affect the Issuer’s reputation, even though the Issuer is not responsible for the attacked network. In any such event, Investors may lose all of their investment.

Real or perceived errors, failures, or bugs in the SITs, or in the software or systems of third-party developers utilizing the SITs, could adversely affect the Issuer and the value of the Securities.

Real or perceived errors, failures, vulnerabilities, or bugs in the SITs or in the software or systems of third-party developers utilizing the SITs, could harm the value of the Issuer and the Securities. Errors, failures, vulnerabilities, or bugs may occur and may cause errors or failures that cause SITs to be transferred without proper permissions, affecting the liquidity and effectiveness of resale of Securities via SITs. The Issuer will take all efforts to prevent such occurrences and will strive to ultimately maintain proper ownership records even in the event of fraudulent activity that results in an unauthorized transfer of an SIT, but there is a risk that such unauthorized transfers may be irreversible, perhaps because of local laws or otherwise. Any such errors, failures, vulnerabilities, or bugs may not be found until after the SITs have been deployed on a network, which could result in negative publicity, a decrease in user and developer satisfaction or adoption, loss of competitive position, or claims from third parties. We may not be able to promptly resolve these problems, if at all. Any of these incidents could materially and adversely harm the Issuer and the Securities.

The tax treatment of acquiring, holding, and where permitted, selling, exchanging, or otherwise disposing of the Securities in conjunction with the SITs is uncertain, and there may be adverse tax consequences for Investors upon certain future events.

The tax treatment of acquiring, holding, and where permitted, selling, exchanging, or otherwise disposing of the Securities in conjunction with the SITs is uncertain, and each Investor must seek its own tax advice in connection with a purchase of the Securities as described herein. The Issuer has not requested a ruling from any tax authority regarding the tax treatment of the Securities. Acquiring, holding, and where permitted, selling, exchanging, or otherwise disposing of the Securities in conjunction with the SITs may result in adverse tax consequences to Investors, including liability for withholding taxes and income taxes and responsibility for complying with certain tax reporting requirements. Each Investor should consult with and must rely upon the advice of its own tax advisors with respect to the tax treatment of acquiring, holding, selling, exchanging, or otherwise disposing of the Securities.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

Our investor perks are delivered by third parties we do not control, and they may be changed, substituted or not delivered at all.

Most of the perks we describe are to be delivered by persons other than us, including the winning filmmaking team and its producers, financiers and distributors, Moonshots LIVE LLC and its principals, the XPRIZE Foundation and its judges, and third-party venues and archives. We are not party to an agreement with each of those persons obligating delivery, and we have no right to compel any of them to perform. Neither Moonshots LIVE LLC nor its owner is a member or manager of our company.

We have committed only to use best efforts. A perk may be changed, substituted for a comparable perk, delayed to follow the production schedule, capped by available capacity or not delivered at all. Investors must not invest in reliance on receiving any perk, and no failure to deliver a perk gives an Investor any right to cancel an investment, to a refund or to any payment from us.

Screen credits offered as perks are controlled by the Picture’s financing, distribution and guild requirements, and we cannot guarantee that any credit will be awarded.

We describe special thanks, Associate Producer and Executive Producer credits among the perks. Credits on a motion picture are controlled by the financing, distribution and completion documents for that picture and, where guild agreements apply, by the applicable guild credit rules, and producing credits are further subject to guild determination procedures. A distributor, a financier, a completion guarantor or a guild may withhold approval of a credit, may limit the number of credits of a given kind or may require that a credit be removed.

We do not control those approvals, we have not obtained them, and we will not obtain them until the Picture is financed and set up for distribution. A credit offered as a perk may not be awarded, and its absence will not entitle an Investor to any remedy against us.

The cost of providing perks reduces the proceeds available to develop and produce the Picture.

We pay for the perks out of our own funds, which consist principally of the proceeds of this Offering. Event capacity, premiere and set-visit logistics, printed and physical items, fulfilment and shipping each carry cost. Those costs are not a cost of producing the Picture. At the Target Offering Amount we will raise $75,000, of which $15,000 is payable to the Intermediary before any proceeds reach the Picture. Perk costs further reduce any remaining proceeds.

Perks awarded by random drawing are subject to state lottery, sweepstakes and prize-promotion laws.

We intend to award certain perks by random drawing among Investors. A promotion that combines a prize, an element of chance and consideration may constitute a lottery under the law of many states, and private lotteries are generally prohibited. Certain states also require registration, bonding or the filing of official rules for promotions above a stated prize value. If a drawing we conduct is found not to comply, we may be required to cancel or restructure it, to award the prize differently or to refund or forgo the promotion, and we may be exposed to civil penalties or claims by participants. The Intermediary may also decline to host the drawing on its platform.

Our perks vary with the amount and the timing of an investment and may encourage Investors to invest more, or more quickly, than they otherwise would.

The perks are tiered by the amount invested and one set of perks is available only to Investors who invest during a three-day window. That structure is designed to reward larger and earlier commitments and may influence an Investor to commit a larger amount, or to commit sooner, than the Investor would on the merits of the investment alone. The perks have no cash value, are not transferable and do not change the terms of the Securities. The investment limits that Regulation CF imposes on each Investor apply regardless of the perk tier selected, and it is each Investor’s obligation to observe them. An Investor should evaluate this Offering on the terms of the Securities and not on the perks.

We describe perks that use the names, marks and events of other persons, and we have not documented consent for each of them.

The perk schedule refers to named individuals, a podcast, a live event, a competition, a published book and a private archive, none of which we own or operate. Our right to use those names and marks, and to offer participation in those events, depends on the consent of the persons who own or control them, and that consent has not been documented in full. If a consent is withheld or withdrawn, we will be required to withdraw or substitute the affected perk, and we may be exposed to claims for the unauthorized use of a name, likeness or mark. Any resulting cost would be borne by us and would reduce the proceeds available for the Picture.

We are responsible for administering the investor perks, and that administration will consume our management time and our funds.

We, and not the Intermediary or any other person, are responsible for administering every perk we offer. That administration includes determining each Investor’s eligibility and tier, tracking investment amounts and timing, maintaining the records on which eligibility depends, conducting and documenting the random drawings, obtaining and verifying delivery information from Investors, procuring, producing and shipping physical items, coordinating event capacity, admissions and scheduling with third parties, responding to Investor inquiries and complaints, and handling any information reporting associated with a perk.

We have no employees. Our manager is our only officer, and he performs these functions himself or engages and pays contractors and vendors to perform them. The cost of that administration is borne by us and reduces the proceeds of this Offering available to develop and produce the Picture. The time our manager devotes to perk administration is time not devoted to the Picture. If we administer a perk incorrectly, fail to deliver a perk we have offered or mishandle a drawing or Investor information, we may be exposed to claims by Investors and to regulatory or platform consequences, and any resulting cost would further reduce the amounts available to Investors.

The Instrument requires disputes to be resolved by binding arbitration in Los Angeles County, California, and Investors waive the right to a trial by judge or jury.

Under the Instrument, any claim, controversy or dispute regarding the Instrument, including any breach or interpretation of it, must be settled by binding arbitration in Los Angeles County, California before Judicial Arbitration and Mediation Services, conducted under its Streamlined Rules and Procedures. Delaware law governs the construction and interpretation of the Instrument, and the parties consent to the jurisdiction of the courts in Los Angeles County.

By purchasing the Securities an Investor gives up the right to have a dispute with us heard by a judge or jury and gives up rights of appeal. Arbitration may limit discovery, is generally not public and does not permit class or consolidated proceedings. An Investor who resides outside California will be required to pursue any claim in a forum that may be inconvenient and costly, which may discourage the Investor from pursuing a claim at all. These provisions do not apply to claims arising under the federal securities laws, compliance with which cannot be waived.

The terms of the Securities can be amended without your consent, and an amendment that binds you may not be in your best interest.

The Instrument may be amended, terminated or waived with the written consent of us and either the Lead or the holders of a majority in interest of the Participation Interests. The Lead is the Investor holding the largest Participation Interest in this Offering. An Investor who is not the Lead and who does not hold a majority in interest has no ability to approve or to block an amendment, and an amendment adopted in that manner binds every Investor and every subsequent holder of the Securities whether or not that Investor consented to it, voted against it or signed the instrument effecting it.

The Instrument protects you only against an amendment that by its terms treats you worse than the other holders of Participation Interests, or that increases your obligations or requires you to contribute additional capital. It does not protect you against an amendment that applies to all holders alike. An amendment that reduces the return of capital at one hundred twenty percent (120%), changes the Investor’s Share of Net Proceeds, defers or subordinates payment, or alters the restrictions on transfer or the dispute resolution provisions is effective against you without your consent so long as it applies to all holders on the same terms. Neither the Lead nor the holders of a majority in interest owes any duty to the other Investors in deciding whether to consent, and their interests may differ from yours.

You also irrevocably appoint us, our manager and any executive officer of ours as your attorney-in-fact, coupled with an interest, to sign in your name not only the amendment itself but any restated agreement, supplement, joinder, consent, certificate or other document needed to carry it out, together with any related governmental filing. That power reaches every matter within the scope of an amendment the Lead or the holders of a majority in interest have consented to in writing, and once that consent is given the amendment takes effect against you without any further act or signature of yours. The power is durable and irrevocable and survives your death, incapacity, dissolution or bankruptcy and any transfer of your Securities. Our manager is expected to retain ten percent (10%) of our Membership Interests and to hold consent rights over specified actions we take, so the persons authorized to sign on your behalf have economic interests of their own that may differ from yours. You will have no appraisal, dissenters’ or similar right, no right to have your Securities repurchased and no right to a refund on account of an amendment. By purchasing the Securities you agree to be bound by any amendment adopted in this manner.

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