Republic Note goes live in
Get access
 
Republic Republic Republic
  • Log in
Oops! We couldn’t find any results...
Can’t find a deal? Try advanced search.
Is something missing? Add your suggestion here.
Primary market Invest in startups Secondary market Buy and sell assets Republic Note Own a piece of Republic's upside European market UK and EU residents only
Deal Room Opportunities for accredited investors Platinum membership Subscribers receive exclusive discounts
Republic Capital Multi-stage venture firm
Wallet Manage your digital assets Mobile app Available on iOS or Android Learning center Explore investor resources FAQ Get your questions answered
Community fundraising Raise on Republic Tokenized assets Design, launch, manage tokenized assets Sharedrops Gift equity as a reward
Advisory Access veteran web3 advisors Infrastructure Stake your digital assets Tokenization Deploy your assets on-chain Asset management Explore digital asset funds
Capital fundraising Venture growth-stage funding Broker dealer Regulated capital services
Log in Sign up

You are viewing the global site
Republic Republic Republic
Oops! We couldn’t find any results...
Can’t find a deal? Try advanced search.
Is something missing? Add your suggestion here.
  • Log in
  • Sign up
All investors
Primary market Invest in startups Secondary market Buy and sell assets Republic Note Own a piece of Republic's upside European market UK and EU residents only
Accredited only
Deal Room Opportunities for accredited investors Platinum membership Subscribers receive exclusive discounts
Institutional
Republic Capital Multi-stage venture firm
More
Wallet Manage your digital assets Mobile app Available on iOS or Android Learning center Explore investor resources FAQ Get your questions answered
What's new
Unicorn Hunt
Growth capital solutions
Community fundraising Raise on Republic Tokenized assets Design, launch, manage tokenized assets
Sharedrops Gift equity as a reward
Web3 services
Advisory Access veteran web3 advisors Infrastructure Stake your digital assets Tokenization Deploy your assets on-chain Asset management Explore digital asset funds
Institutional services
Capital fundraising Venture growth-stage funding
Broker dealer Regulated capital services
Logo of ESTV

ESTV

Esports Television the 24-7, worldwide video channel dedicated to esports
Immigrant Founders Video & Streaming Media Production & Curation B2B B2C
Facebook Telegram Twitter LinkedIn
Featured image of ESTV
$15,253
61% raised of $25K min goal
39
Investors
25 days
Left to invest
Invest in ESTV
$150 minimum investment · Deal terms
Pitch Discussion 14 Updates 1 Reviews 1
Invest Invest in ESTV
Facebook Telegram Twitter LinkedIn
Opportunity Concept Product Traction Customers Market Vision and strategy Impact Funding Founders
About Team Press Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by ESTV, Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
ESTV Crowd SAFE ESTV Form C.pdf
Loading

Hear from some of the 39 investors in ESTV


Show more

Highlights


  • Dedicated 24/7 esports channel for gaming events, news and lifestyle
  • 1.6B connected devices | 120+ exclusive creators
  • 50+ distribution partners: Amazon, Roku, AppleTV and more
  • 10,000 Video On Demand Library | Largest Esports Archive
  • 19.4M+ unique monthly viewers annually
  • Global esports audience expected to reach 640M+ by 2025

Opportunity


E-sports are transforming the media landscape...

—
...as a continuation of the global
shift to digital media:
—

Concept


ESTV

Worldwide 24-7 live
linear video channel dedicated to esports.

We champion the distribution of gaming content around the globe. Providing access and entertainment, we add value to everyone in new media. 


The Channel

ESTV is a dedicated channel for esports and gaming personalities. Watch live esports events, interact with your favorite gamers and celebrities and discover your favorite gamer’s lifestyle.

Background

Launched in 2019 by the Founder of Television Korea 24 (TVK24) and TVK-POP Video on Demand, the first Korean American networks broadcasting in the U.S. since 2005.

Partnerships

Full cross-platform content partnerships with the largest esports company and network — broadcasting, OTT, CTV, mobile and AVOD.

Product


ESTV+ on demand

Watch ESTV any way you want

  • On Demand Channels
  • On Demand Collections
    • Featured / Popular Content
    • Exclusive to ESTV
    • News
    • Racing Demographic:
    • Chess
    • College
    • High School
    • Pro Teams
    • Video Podcasts
  • Watch & Earn Reward Powered by Nodle Crypto Currency
  • Watch Party Powered by Hearo Live


Tremendous variety | High-quality content


Special interest channels



Traction


Positioned for
explosive growth

Phase 1 of our foundational strategy is complete:

  • Partnerships
    Curate exclusive content & partnerships with compelling esports creators
  • Platforms
    Partner with OTT, FAST, and AVOD platforms

Phase 2 Initiatives:

  • Relaunch ESTV+ 2.0 Mobile App
  • Relaunch ESTV Pro Series Events
  • Launch New Special Interest Channels: Simulation Football & NFT Gaming lifestyle content.
Phase 3 Initiatives:
  • Build & connect advertising technology platforms to enable programmatic ad buying

ESTV and ESTV+ applications are available on over 1.6 billion connected devices, streaming service subscriptions, and linear television platforms.

Customers


Viewership Makeup:

ESTV averages 14.69 Million unique users per month – of which 90 % are based in the US

  • 8.7% is ages between 18 to 24
  • 44.7% is ages between 25 to 34
  • 33.2% is ages between 35 to 44
  • 2.4% is ages between 45 to 54

Client Makeup:

Revenue-generating customers are brand advertisers who desire to reach GenZ, and Millennial audiences via advertising and event sponsorships. We offer 10 min of ad avails per hour and will be relaunching live events and original programming to provide additional brand integrations.

Market


The gaming sector eclipses other forms of entertainment


The medium most favored by the young, video games, is among the sectors experiencing the most significant growth.

  • The esports audience will reach 640.8 million by the end of 2025, with a 2020-2025 CAGR of +8%. [News Direct]
  • We expect sponsorship to account for $837.3 million—nearly 60% of global esports revenues. [NewZoo]

  • Games live-streaming audience expected to reach 1.41 billion by 2025, a CAGR of +16.3%. [NewZoo]

  • Esports is set to generate nearly $1.38 billion in revenues by the end of 2022. [NewZoo]

  • Marketers will keep spending more to meet customers where they are – in digital spaces.

——
Gaming

Social and casual gaming is fueling a boom in the sector. 

——
New platforms

Advertising on connected television and in video games is turning into a significant market.



Household brands are recognizing the value
of this elusive audience


"Esports as a marketing vehicle was an obvious choice for SoFi. It represents an unrivaled opportunity to engage with a young and difficult to reach audience, en mass."
- VP, Sports Marketing and Media, SoFi

“In the long term, esports will be our biggest footprint. The younger generation, being born digital first, doesn’t really care about TV or traditional advertising. Esports is our tool to reach them.”
- Head of BMW Brand Experience Shows & Events


“Putting ourselves at the heart of the action we can build affinity with millions of millennial gaming enthusiasts and confirm our position as a global innovator’’.
- Director of Sponsorships and Partnerships at Visa

"Leaning into esports represents ESPN’s focus on serving sports fans and expanding audiences."
- ESPN EVP, Sales and Marketing

Vision and strategy


Vision and Strategy:

  • With funding, we will be able to relaunch customer activation programs like ESTV+ 2.0, which enable watch & earn currency programs that convert cryptocurrency enabling purchases of sponsor merchandise/services/NFTs, ESTV event tickets & VIP experiences. Our watch & earn wallet functionality will fully integrate with popular and highly accessible cryptocurrency wallets and exchanges using pokadot parachain.
  • The ESTV Korea Virtual Gaming Center offers a unique portal into the birthplace of esports and the distinct culture of South Korea. It invites esports fans from around the world to participate in exciting watch & earn events, or engage in rewarding play & earn competitions. This innovative virtual world provides gamers with fulfilling experiences filled with exhilarating fun, unique K-culture surprises, and a multitude of rewards including home delivery of K-food. With your investment you’ll get a free VIP pass and experience a virtual trip that’s almost as good as going there.  
  • Leveraging the global brand power of ESTV (the ESPN of esports) we will bring together power-house pro series to create new and original content highlighting never before seen tournaments and exclusive events.
  • Lastly, Gaming enthusiasts will delight in our Gamer Lifestyle NFT channel, which features collectibles, limited releases, and wildly popular artistic creations celebrating gaming culture & lifestyle.  

Use of Proceeds

  • Launching two new additional channels
    Simulation Football League
  • NFT Gaming Art & Gaming Culture
  • Expanded distribution of ESTV channels
  • Relaunch of ESTV+ App with promotion & marketing budget
  • Creating a virtual gaming center creating immersive ESTV Korea experiences
  • Hiring ad sales & sponsorship team
  • Technology enhancements to support Web3
  • Content creation
  • Original programming
  • ESTV Pro Series events

Impact


MBE certification 

by the National Minority Supplier
Development Council (NMSDC)

The National Minority supplier Development Council is the global leader in advancing business opportunities for its certified Asian, Black, Hispanic and native American business enterprises and connecting them to member corporations.

Criteria for Certification:

  • United States citizens.
  • Minority businesses must be at least 51% minority–owned, managed and controlled. For the purposes of NMSDC’s program, a minority group member is an individual who is at least 25% Asian-Indian, Asian-Pacific, Black, Hispanic or Native American. Minority eligibility is established via a combination of document reviews, screenings, interviews and site visits. Ownership, in the case of a publicly owned business, means that at least 51% of the stock is owned by one or more minority group members.
  • Must be a for profit enterprise and physically located in the U. S. or its trust territories.
  • Management and daily operations must be exercised by the minority ownership member(s).

Founders


Eric Yoon
Chief Executive Officer & Founder

Founder & CEO, ESTV & TVK24
Esports Advisor: NFL Alumni Association Business Advisor: Hearo.LIVE, TurnCoin, NODLE, MetaLife, Exverse, Devour, Metasport Arena

Ambassador: BAPES
Former Entertainment banker with Merrill Lynch & Swiss Bank – UBS.

$

Deal terms


Valuation cap

$30,000,000

The maximum valuation at which your investment converts into equity shares or cash.
Learn more

Discount

10%

If a trigger event for ESTV occurs, the discount provision gives investors equity shares (or equal value in cash) at a reduced price.
Learn more.

Minimum investment

$150

The smallest investment amount that ESTV is accepting.
Learn more

Maximum investment

$124,000

The largest investment amount that ESTV is accepting.
Learn more

Funding goal

$1.24M

ESTV must achieve its minimum goal of $25K before the deadline. The maximum amount the offering can raise is $1.24M.
Learn more

Deadline
ESTV needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
Learn more
Type of security

Crowd SAFE

A SAFE allows an investor to make a cash investment in a company, with rights to receive certain company stock at a later date, in connection with a specific event. · Learn more

Nominee Lead

Eric Yoon

Will direct the Nominee on certain matters like voting, amendments and conversions affecting the security.
Learn more

How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by ESTV, Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
ESTV Crowd SAFE ESTV Form C.pdf

Bonus perks

In addition to your Crowd SAFE, you'll receive perks for investing in ESTV.
Invest
$300
Receive
  • ESTV Branded Tumbler
Invest $300
Invest
$500
Receive
  • ESTV Branded Tumbler
  • ESTV eSports Jersey
Invest $500
Invest
$1,000
Receive
  • ESTV Branded Tumbler
  • ESTV eSports Jersey
  • 1/2 Zip ESTV Jacket
Invest $1,000

About ESTV

Legal Name
ESTV, Inc.
Founded
Oct 2020
Form
Delaware Corporation
Employees
1
Website
estv.co
Social Media
Headquarters
Google Map location of of ESTV
3435 Wilshire Boulevard Suite 1900 , Los Angeles, CA
Headquarters
3435 Wilshire Boulevard, Suite 1900, Los Angeles, CA, United States 90010

ESTV Team
Everyone helping build ESTV, not limited to employees

Profile picture of Eric Yoon
Eric Yoon
Founder & CEO
Founded Television Korea 24, Inc. (TVK, TVK2 and TVK-POP) in 2004 with Comcast NBCUniversal. Launched ESTV 2019 Esports Advisor for traditional sports and esports, Blockchain Technology, Metaverse and NFT projects.
Profile picture of Ed Fries
Ed Fries
Advisory Board
Co-founded Xbox making Microsoft one of the leaders in gaming. Former President of Microsoft's Xbox Game Studios.
Profile picture of Marty Pompadur
Marty Pompadur
Advisory Board
Formerly: ABC Board of Directors | Ziff Corporation President | Credited for the launch of Fox Television Network | President & Member of News Corporation's Executive Mgt Committee | Global Vice Chairman Media & Ent at Macquarie Capital
Profile picture of Timothy  Busch
Timothy Busch
Advisory Board
As President of Nexstar Media Inc. Timothy C. Busch oversaw a portfolio of 199 TV stations representing over 68% of all U.S. television households. Her retired in June 2021 after 37 years working in broadcast television.
Profile picture of William  Sally
William Sally
Advisory Board
William J Sally has 44 years of experience in broadcast television beginning as a broadcast journalist, followed by a transition into sales and ending in executive leadership at Nextstar Broadcasting in March 2022.
Profile picture of Lauren  Selig
Lauren Selig
Advisory Board
An executive producer with a 20-year track record of global impact, Lauren has executively produced Award-winning films like Hacksaw Ridge and Lone Survivor, as well as other films like: Parkland, Crawl, American Made and more.
Profile picture of Shane  Vereen
Shane Vereen
Director, Business Development | Celebrity League
A former American football running back and Superbowl winner. Shane played for the New England Patriots, New York Giants, and New Orleans Saints. He later became a college football analyst for Fox Sports & Pac-12 Networks.
Profile picture of Brock  Vereen
Brock Vereen
Director, Business Development | High School & College League
As a studio commentator, you can watch Brock on Big Ten Network, CBS Sports Networks and ESTV originals. A former American football safety, Brock was drafted by the Chicago Bears and later played for the Minnesota Vikings and New England Patriots.
Profile picture of Ahman  Green
Ahman Green
Director, Business Development | College League
American former football running back who played 12 seasons in the National Football League (NFL), Ahman Green is a University Lecturer at the University of Nebraska – Lincoln and broadcast host on ESTV.
Profile picture of Melissa Fisher
Melissa Fisher
Chief Marketing Officer
Currently is CMO at ESTV and Co-Founder of Esports Tower Formerly CEO of Entertainment | CMO at Cox Media| COO Startup Nation
Profile picture of NFL ALUMNI
NFL ALUMNI
Advisory Board
Profile picture of Karen Park
Karen Park
Co-Founder | Advisor
Profile picture of Naveen Madala
Naveen Madala
Chief Legal Counsel & Advisor
10 more team members
Eric Yoon
Founder & CEO
Ed Fries
Advisory Board
Marty Pompadur
Advisory Board
Timothy Busch
Advisory Board
William Sally
Advisory Board
NFL ALUMNI
Advisory Board
Lauren Selig
Advisory Board
Shane Vereen
Director, Business Development | Celebrity League
Brock Vereen
Director, Business Development | High School & College League
Ahman Green
Director, Business Development | College League
Melissa Fisher
Chief Marketing Officer
Karen Park
Co-Founder | Advisor
Naveen Madala
Chief Legal Counsel & Advisor

Press

Gwangju City joins hands with ESTV, a global esports channel
·
Feb 1, 2023

Gwangju City and ESTV decided to form a working council and jointly host world e-sports competitions, nurture and exchang...

Amazon adds ad-supported content to Fire TV
The Verge The Verge
·
Dec 19, 2022

Business & Finance News: Timely financial insights and analysis from Bloomberg, The Street, CNBC, and other top providers...

How ESTV uses augmented reality to engage streaming viewers
NewscastStudio NewscastStudio
·
Jan 19, 2022

Much of the content streams is already virtual - given that it covers esports - but the company quickly realized it neede...

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. Our business currently does not generate any sales and future sources of revenue may not be sufficient to meet our future capital requirements. 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 may implement new lines of business or offer new products and services within existing lines of business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

We rely on other companies to provide components and services for our products.

We depend on suppliers and contractors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or contractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide components which meet required specifications and perform to our and our customers’ expectations. Our suppliers may be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two contractors or suppliers for a particular component. Our products may utilize custom components available from only one source. Continued availability of those components at acceptable prices, or at all, may be affected for any number of reasons, including if those suppliers decide to concentrate on the production of common components instead of components customized to meet our requirements. The supply of components for a new or existing product could be delayed or constrained, or a key manufacturing vendor could delay shipments of completed products to us adversely affecting our business and results of operations.

We rely on various intellectual property rights, including trademarks, in order to operate our business.

The Issuer relies on certain intellectual property rights to operate its business. The Issuer’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

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

We are dependent on our board of directors, 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 board of directors, 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.

We cannot guarantee we will be successful in producing, distributing, selling, commercializing or exploiting our esports television products and services, or any products created in connection therewith, or that if we are able to do so, that we will make a profit.

No assurance can be given that we will be successful in producing, distributing, selling, commercializing or exploiting any esports television products and services, or any products created in connection therewith, to our targeted markets.  Further, even if we do so, no assurance can be given that that we will generate a profit from such sales. If we cannot generate a profit, we will have to suspend or cease operations and any investor in the Issuer may lose their entire investment.

Our revenue is subject to seasonality, and if viewer behavior during certain seasons falls below our expectations, our business may be harmed.

Seasonal variations in viewer and marketing behavior significantly affect our business. We have previously experienced, and expect to continue to experience, effects of seasonal trends in viewer behavior. We typically incur greater marketing expenses as we attempt to attract new viewers to our platform. In addition, expenditures by advertisers tend to be cyclical and are often discretionary in nature, reflecting overall economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints and buying patterns, and a variety of other factors, many of which are outside our control. Accordingly, accurate forecasting is critical to our operations. Any shortfall in expected revenue due to macroeconomic conditions, a decline in the effectiveness of our promotional activities, actions by our competitors, or for any other reason, would cause our results of operations to suffer significantly.

If we fail to effectively manage our growth, our business, operating results, and financial condition may suffer.

Our growth to date has placed significant demands on our management and on our operational and financial infrastructure, and we expect these trends to continue in connection with further growth. In order to attain and maintain profitability, we will need to recruit, integrate, and retain skilled and experienced personnel who can demonstrate our value proposition to viewers, advertisers, and business partners and who can increase the monetization of our platform. Continued growth could also strain our ability to maintain reliable service levels for our customers, effectively monetize the content streamed, develop and improve our operational and financial controls, and recruit, train, and retain highly skilled personnel. If our systems do not evolve to meet the increased demands placed on us by an increasing number of advertisers, we also may be unable to meet our obligations under advertising agreements with respect to the delivery of advertising or other performance obligations. As our operations grow in size, scope, and complexity, we will need to improve and upgrade our systems and infrastructure, which will require significant expenditures and allocation of valuable technical and management resources. If we fail to maintain efficiency and allocate limited resources effectively in our organization as it grows, our business, operating results, and financial condition may suffer.

We have experienced rapid growth rates in both the number of viewers on our platform and revenue over the last few years. As we grow larger and increase our viewer base and usage, we expect it will become increasingly difficult to maintain the rate of growth we currently experience.

If we fail to obtain or maintain popular content, we may fail to retain existing viewers and attract new viewers.

We must continuously maintain existing relationships and identify and establish new relationships to provide popular content. In order to remain competitive, we must consistently meet customer demand for popular streaming content, particularly as we enter new markets, including international markets. If we are not successful in maintaining such content on our platform that attract and retain a significant number of viewers, or if we are not able to do so in a cost-effective manner, our business will be harmed.

If our efforts to attract and retain viewers are not successful, our business will be adversely affected.

Our ability to continue to attract viewers will depend in part on our ability to consistently provide our viewers with compelling content choices and effectively market our platform. Furthermore, the relative service levels, content offerings, pricing and related features of our competitors may adversely impact our ability to attract and retain viewers. In addition, many of our viewers re-join our platform or originate from word-of-mouth referrals from existing viewers. If our efforts to satisfy our existing viewers are not successful, we may not be able to attract viewers, and as a result, our ability to maintain and/or grow our business will be adversely affected.

Our agreements with certain distribution partners may contain parity obligations which limit our ability to pursue unique partnerships.

Our agreements with certain distribution partners may limit our ability to pursue technological innovation or partnerships with individual distribution partners and may limit our capacity to negotiate favorable transactions with different partners or otherwise provide improved products and services. As our technical feature developments progress at varying speeds and at different times with different distribution partners, the quality and uniformity of our offering to all consumers across our distirbution platforms may be impacted. In addition, delays in technical developments across our distribution partners puts us at risk of breaching our parity obligations with such distribution platforms, which threatens the certainty of our agreements with distribution partners.

If content providers refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected.

Our ability to provide our viewers with content they can watch depends on content providers and other rights holders licensing rights, including distribution rights, to such content and certain related elements thereof. The license periods and the terms and conditions of such licenses vary, and we may be operating outside the terms of some of our current licenses. As content providers develop their own streaming services, they may be unwilling to provide us with access to certain content. If the content providers and other rights holders are not or are no longer willing or able to license us content upon terms acceptable to us, our ability to stream content to our viewers may be adversely affected. Because of these provisions as well as other actions we may take, content available through our service can be withdrawn on short notice. Further, if we do not maintain a compelling mix of content, our viewer acquisition and retention may be adversely affected.

Our content providers impose a number of restrictions on how we distribute and market our products and services, which can adversely affect our business.

A number of our major content partners may impose significant restrictions on how we can distribute and market our products and services. Our content partners may also impose restrictions on the content we can make available to our viewers and restrictions on how we might make some or all of our content available to viewers. These restrictions may prevent us from responding dynamically to changing customer expectations or market demands or exploiting lucrative partnership opportunities. Content providers may also restrict the advertising that may be made available in connection with their content, including restrictions on the content and timing of such advertising, and restrictions on how advertising may be sold, which limits our opportunity to exploit potentially lucrative revenue streams.

In addition, our content partners generally impose requirements on us to treat them at least as favorably as other major providers in various ways, such as equal treatment with respect to content recommendations, displays on user interfaces, the marketing and promotion of content and streaming quality standards. This may materially restrict the functionality and performance of our technology. This may also prevent us from offering commercial benefits to certain content providers, limiting our capacity to negotiate favorable transactions and overall limiting our ability to provide improved products and services.

Our agreements with content providers are complex, with various rights restrictions and favorability obligations which impose onerous compliance obligations.

The content rights granted to us are complex and multi-layered and differ substantially across different content and content providers. We are often not able to make certain content available at certain times or in certain geographical regions. In addition, our obligations to provide equality in the treatment between certain content providers require us to continuously monitor and assess treatment of content providers and content across our products and services.

These complex restrictions and requirements impose a significant compliance burden which is costly and challenging to maintain. A failure to maintain these obligations places us at risk of breaching our agreements with content providers, which could lead to loss of content and damages claims, which would have a negative impact on our products and service and our financial position.

We face risks, such as unforeseen costs and potential liability in connection with content we acquire, produce, license and/or distribute through our service.

As a producer and distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of materials that we acquire, produce, license and/or distribute. We also may face potential liability for content used in promoting our service, including marketing materials. We also take on risks associated with production, such as completion and key talent risk, which risks were heightened during COVID-19. Further, negotiations or renewals related to entertainment industry collective bargaining agreements could negatively impact timing and costs associated with our productions. We contract with third parties related to the development, production, marketing and distribution of our original programming. We may face potential liability or may suffer significant losses in connection with these arrangements, including but not limited to if such third parties violate applicable law, become insolvent or engage in fraudulent behavior. To the extent we create and sell physical or digital merchandise relating to our programming, and/or license such rights to third parties, we could become subject to product liability, intellectual property or other claims related to such merchandise. We may decide to remove content from our service, not to place licensed or produced content on our service if we believe such content might not be well-received by our current or potential viewers, or could be damaging to our brand or business.

To the extent we do not accurately anticipate costs or mitigate risks, including for content that we obtain but ultimately does not appear on or is removed from our service, or if we become liable for content we acquire, produce, license and/or distribute, our business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising.

If our efforts to build a strong brand and to maintain customer satisfaction and loyalty are not successful, we may not be able to attract or retain viewers, and our business may be harmed.

Building and maintaining a strong brand is important to our ability to attract and retain viewers, as potential viewers have a number of streaming choices. Successfully building a brand is a time-consuming and comprehensive endeavor and can be positively and negatively impacted by any number of factors. Some of these factors, such as the quality of our platform or our customer service, are within our control. Other factors, such as the quality of the content that our content publishers provide, may be out of our control, yet viewers may nonetheless attribute those factors to us. Our competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than we can. Many of our competitors are larger companies and promote their brands through traditional forms of advertising, such as print media and TV commercials, and have substantial resources to devote to such efforts. Our competitors may also have greater resources to utilize Internet advertising or website product placement more effectively than we can. If we are unable to execute on building a strong brand, it may be difficult to differentiate our business and platform from our competitors in the marketplace; therefore, our ability to attract and retain viewers may be adversely affected and our business may be harmed.

We rely upon a number of partners to make our service available on their platforms.

We currently offer viewers the ability to receive streaming content through a host of different platforms. If we are not successful in maintaining existing and creating new relationships, or if we encounter technological, content licensing, regulatory, business or other impediments to delivering our streaming content to our viewers, our ability to retain viewers and grow our business could be adversely impacted.

Our business could be adversely affected if a number of our partners do not continue to provide access to our service or are unwilling to do so on terms acceptable to us, which terms may include the degree of accessibility and prominence of our service. In addition, technology changes to our streaming functionality may require that partners update their platforms. If partners do not update or otherwise modify their platforms, our service and our viewers’ use and enjoyment could be negatively impacted.

A substantial part of our business relies upon the success and popularity of esports content. If other forms of entertainment prove to be more attractive to consumers than such content, our growth and operating results could be harmed.

A substantial part of our business relies on the popularity of esports content. If other forms of content, or other entertainment with which esports content compete for consumers' leisure time and disposable income, such as conventional television and sporting events, become more popular than esports content, our business and operating results could be harmed.

If we lose certain intellectual property rights owned and/or licensed by third parties, our business could be materially harmed.

We may enter into other agreements relating to intellectual property rights for which we may not own. To the extent we rely on any such licensed intellectual property, we are subject to our and the counterparty’s compliance with the terms of such agreements in order to maintain those rights. Any failure by us to satisfy our obligations under any license agreements, or any other agreement under which we receive a license to intellectual property rights, or any other dispute or other issue relating to such agreements, could cause us to lose some or all of our rights to use certain intellectual property that is material to our business and our product candidates, which would materially harm our development efforts and could cause our business to fail.

Assertions by a third party that we infringe its intellectual property, whether successful or not, could subject us to costly and time-consuming litigation.

The industry in which we are engaged in is characterized by the existence of a large number of copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights.  As we face increasing competition, the possibility that claims against us for alleged intellectual property rights violations may grow. Any intellectual property rights claim against us, with or without merit, could be time-consuming, expensive to litigate or settle and could divert management attention and our financial resources.

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

The entertainment industry in general is rapidly evolving, primarily due to technological developments. The rapid growth of technology and shifting consumer tastes prevent us from being able to accurately predict the overall effect that technological growth may have on our potential revenue and profitability. In the event we seek to obtain third-party licenses, we cannot guarantee that they will be available or, once obtained, will continue to be available on commercially reasonable terms, or at all. If we are unable to develop and effectively market new technologies that adequately or competitively address the needs of these changing industries, it could have an adverse effect on our business and growth prospects

We are not currently registered to conduct business in the State of California.

The Issuer is incorporated in and licensed to do business in the State of Delaware. The Issuer does presently have its own physical office in California and certain employees conduct business from the State of California. The Issuer has not filed all appropriate documentation, obtained necessary authorizations, paid all fees and any taxes owed or obtained all licensing or approvals necessary to conduct business in California. The Issuer intends to engage in all such actions as promptly as possible.

State and federal securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Issuer has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Issuer may have violated state or federal securities laws, any such violation could result in the Issuer being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Issuer would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Issuer will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Issuer violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Issuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.

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 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 shall pay the Intermediary a fee of six percent (6%) of the dollar amount raised in the Offering. The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

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 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.

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.

Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.

In connection with investing in this Offering to purchase a Crowd SAFE ((Simple Agreement for Future Equity) investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (the “Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of the Securities or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Securities, and as part of the conversion process the Nominee has the authority to open an account in the name of a qualified custodian, of the Nominee’s sole discretion, to take custody of any securities acquired upon conversion of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Nominee and its agents) to take various actions on their behalf, and investors will essentially 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 Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security.\

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. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distribute, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the Terms of the Securities, the Nominee has the right to place shares received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Investors will only have a beneficial interest in the equity securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services.

Investors will not become equity holders until the Issuer decides to convert the Securities or until there is a change of control or sale of substantially all of the Issuer’s assets. The Investor may never directly hold equity in the Issuer.

Investors will not have an ownership claim to the Issuer or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Issuer. Investors will not become equity holders of the Issuer unless the Issuer receives a future round of financing great enough to trigger a conversion and the Issuer elects to convert the Securities. The Issuer is under no obligation to convert the Securities. In certain instances, such as a sale of the Issuer or substantially all of its assets, an initial public offering or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Issuer. Further, the Investor may never become an equity holder, merely a beneficial owner of an equity interest, should the Issuer or the Nominee decide to move the Crowd SAFE or the securities issuable thereto into a custodial relationship.

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.

Investors will be unable to declare the Security in “default” and demand repayment.

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Issuer has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may Investors demand payment and even then, such payments will be limited to the amount of cash available to the Issuer.

Our operating results may fluctuate, which makes our results difficult to predict.

Our revenue and operating results could vary significantly because of a variety of factors, many of which are outside of our control and may not fully reflect the underlying performance of our business. In addition to other risk factors discussed herein, factors that may contribute to the variability of our results include:

  • our ability to retain and grow our viewer base, as well as increase engagement among new and existing viewers;

  • our ability to maintain effective pricing practices, in response to the competitive markets in which we operate or other macroeconomic factors, such as inflation or increased taxes;

  • the addition or loss of popular content or channels, including our ability to enter into new content deals or negotiate renewals with our content providers on terms that are favorable to us, or at all;

  • our ability to effectively manage our growth;

  • our ability to attract and retain existing advertisers;

  • seasonal, cyclical or other shifts in revenue and expenses;

  • our revenue mix;

  • the entrance of new competitors or competitive products or services, whether by established or new companies;

  • our ability to keep pace with changes in technology and our competitors, and the timing of the launch of new or updated products, content or features;

  • interruptions in service, whether or not we are responsible for such interruptions, and any related impact on our reputation;

  • our ability to pursue and appropriately time our entry into new geographic or content markets and, if pursued, our management of this expansion;

  • costs associated with defending any litigation, including intellectual property infringement litigation;

  • the impact of general economic conditions on our revenue and expenses; and

  • changes in regulations affecting our business.

This variability makes it difficult to forecast our future results with precision. Unanticipated volatility can cause actual results to vary significantly from our guidance, even where that guidance reflects a range of possible results.

The Issuer may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.

The Issuer may never conduct a future equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Issuer may never undergo a liquidity event such as a sale of the Issuer or an initial public offering. If neither the conversion of the Securities nor a liquidity event occurs, Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distributee, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the terms of the Securities, the Nominee has the right to place shares received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Investors will only have a beneficial interest in the equity securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services. The Securities are not equity interests, have no ownership rights, have no rights to the Issuer’s assets or profits and have no voting rights or ability to direct the Issuer or its actions.

Any equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.

The Issuer’s equity securities will be subject to dilution. The Issuer intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from the conversion of the Securities will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s control and economic interests in the Issuer.

The amount of additional financing needed by the Issuer will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Issuer with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Issuer’s needs, the Issuer may have to raise additional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Issuer. There can be no assurance that the Issuer will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities.

In addition, the Issuer has certain equity grants and convertible securities outstanding. Should the Issuer enter into a financing that would trigger any conversion rights, the converting securities would further dilute the equity securities receivable by the holders of the Securities upon a qualifying financing.

Any equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Issuer at the time of conversion.

In the event the Issuer decides to exercise the conversion right, the Issuer will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the Conversion Price (as defined in the Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the Conversion Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Issuer may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Issuer.

The forgoing paragraph is only a summary of a portion of the conversion feature of the Securities; it is not intended to be complete, and is qualified in its entirety by reference to the full text of the Crowd SAFE agreement, which is attached as Exhibit B.

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.

In the event of the dissolution or bankruptcy of the Issuer, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.

In the event of the dissolution or bankruptcy of the Issuer, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all of the creditors and more senior security holders, including any holders of preferred stock, have been paid in full. No holders of any of the Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Issuer.

While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Issuer does not have sufficient cash on hand, this obligation may not be fulfilled.

Upon the occurrence of certain events, as provided in the Securities, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right cannot be guaranteed if the Issuer does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.

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.

We may not be able to implement our strategies of success in the esports television business effectively or at all.

Our growth strategy depends on our ability to successfully develop esports television products and services. Success in the esports television business presents significant challenges and subjects our business to significant risks, including those risks set forth below. The inability to successfully manage these challenges could adversely affect our potential success in the esports television business. Such failures would significantly limit our ability to grow our business. Our success in the esports television business faces various risks and challenges, including:

  • the success of our esports television business will be primarily dependent on audience acceptance of our content, which is extremely difficult to predict;

  • the production and marketing of esports is capital-intensive and our capacity to generate cash from our esports television business may be insufficient to meet our anticipated capital requirements;

  • delays and increased expenditures due to technical difficulties, accidents, natural disasters or other events beyond the control of the production companies and distributors;

  • the costs of producing and marketing esports television content have steadily increased and may increase in the future, which may make it more difficult for us to generate a profit or compete against other television platforms; and

  • a strike by one or more of the labor unions or similar groups that provide personnel essential to the production of esports television could delay or halt our proposed production activities.

Show all Risks

Discussion

Ask questions and share feedback with the ESTV team below. If you have support related questions for Republic, please contact investors@republic.co.
Loading
Logo of ESTV

ESTV

Invest in ESTV

Invest in
one tap.

Scan code to get the new
Republic app for iOS.

Download the
Republic app for iOS

Republic

Giving everyone access to early-stage startup investing

For investors
  • Why invest
  • How it works
  • FAQ
  • Risks
  • Privacy policy
  • Accessibility
  • Cookie Preferences
  • Form CRS
For startups
  • Why raise
  • Learn
  • FAQ
  • Instruments
  • Crowd SAFE
  • Tokenized assets
Crypto
  • For investors
  • For companies
  • How it works
  • Token DPA
  • Tokenization
Company
  • About
  • Journal
  • Events
  • Contact
  • We're hiring!
Dollar Refer a startup, get $2,500
Dollar Refer a startup, get $2,500

Invest in the app

Android app iOS app

Invest in the app

Android app iOS app

This site (the "Site") is owned and maintained by OpenDeal Inc., which is not a registered broker-dealer. OpenDeal Inc. does not give investment advice, endorsement, analysis or recommendations with respect to any securities. All securities listed here are being offered by, and all information included on this Site is the responsibility of, the applicable issuer of such securities. The intermediary facilitating the offering will be identified in such offering’s documentation.

All funding-portal activities are conducted by OpenDeal Portal LLC doing business as Republic, a funding portal which is registered with the US Securities and Exchange Commission (SEC) as a funding portal (Portal) and is a member of the Financial Industry Regulatory Authority (FINRA). OpenDeal Portal LLC is located at 149 E 23rd St #2001, New York, NY 10010, please check out background on FINRA’s Funding Portal page.

All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 1345 Avenue of the Americas, 15th Floor, New York, NY 10105, please check our background on FINRA’s BrokerCheck.

Certain pages discussing the mechanics and providing educational materials regarding regulation crowdfunding offerings may refer to OpenDeal Broker LLC and OpenDeal Portal LLC collectively as “Republic”, solely for explanatory purposes.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC make investment recommendations and no communication, through this Site or in any other medium should be construed as a recommendation for any security offered on or off this investment platform. Investment opportunities posted on this Site are private placements of securities that are not publicly traded, involve a high degree of risk, may lose value, are subject to holding period requirements and are intended for investors who do not need a liquid investment. Past performance is not indicative of future results. Investors must be able to afford the loss of their entire investment. Only qualified investors, which may be restricted to only Accredited Investors or non-U.S. persons, may invest in offerings hosted by OpenDeal Broker.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC, nor any of their officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this site. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal and financial advisors.

By accessing the Site and any pages thereof, you agree to be bound by the Terms of Use and Privacy Policy. Please also see OpenDeal Broker’s Business Continuity Plan and Additional Risk Disclosures. All issuers offering securities under regulation crowdfunding as hosted by OpenDeal Portal LLC are listed on the All Companies Page. The inclusion or exclusion of an issuer on the Platform Page and/or Republic’s Homepage, which includes offerings conducted under regulation crowdfunding as well as other exemptions from registration, is not based upon any endorsement or recommendation by OpenDeal Inc, OpenDeal Portal LLC, or OpenDeal Broker LLC, nor any of their affiliates, officers, directors, agents, and employees. Rather, issuers of securities may, in their sole discretion, opt-out of being listed on the Platform Page and Homepage.

Investors should verify any issuer information they consider important before making an investment.

Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Therefore, when you use the Services we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license, passport or other identifying documents.

Republic and its affiliates are not and do not operate or act as a bank. Certain banking services are provided by BankProv, member FDIC / member DIF. Digital (crypto) assets and investment products are not insured by the FDIC, may lose value, and are not deposits or other obligations of BankProv and are not guaranteed by BankProv. Terms and conditions apply.

Invest in startups using your credit card
You can invest using your credit card

Made in SF/NYC