Funk Harbor Spirits

Authentic Jamaican rum founded by 3x UFC champion

$6,110

8% raised of $75K min

Investors

54 days

Left to invest

Invest in Funk Harbor Spirits

$100 minimum investment · Deal terms

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Funk Harbor Spirits, Inc.. View the official SEC filing and all updates:

Form C SEC.gov

Company documents

Subscription Agreement FHS Form C-A w Exhibits.pdf Funk Harbor Form C.pdf

Hear from some of the 18 investors in Funk Harbor Spirits

Highlights

Authentic Jamaican rum founded by 3x UFC champion, Aljamain Sterling
2025 WSWA gold winner for Best Dark/Gold Rum
Leveraging 728k+ Instagram followers for rapid brand scaling
Aims to generate $2.5 million in gross revenue within two years
Driving growth through retail collabs and nationwide brand awareness
Brand activations to be held at major Caribbean festivals
Investor perks: early product access, meet and greets, UFC tickets & more

Opportunity

Authentic Jamaican rum from a UFC champion

UFC champion Aljamain Sterling wanted to honor his Jamaican lineage. A longtime lover of Caribbean culture and spirits, he aimed to delight the taste buds of discerning consumers. The result is Funk Harbor Rum, authentic Jamaican rum created with no additives or artificial ingredients.

The brand focuses on authentic production: its rums are fermented, distilled, and aged using traditional methods, where prestigious Jamaican distilleries employ their expertise in white (silver) and aged dark rum products.

So far, it’s working: Funk Harbor’s Aged Dark Rum won the 2025 Wine & Spirits Wholesalers of America (WSWA) gold medal for Best Dark/Gold Rum.

The Founder

History-making UFC champion and ambitious entrepreneur

Aljamain Sterling is an American professional mixed martial artist born to Jamaican immigrant parents. Widely known by his nickname “Funk Master,” Sterling is a former UFC Bantamweight Champion who currently competes in the UFC Featherweight division, recognized for his dynamic, unorthodox wrestling style and charismatic personality.

Sterling’s title win at UFC 259 made history. Off the octagon, Sterling launched Funk Harbor Rum in 2025, leveraging his fame and heritage to create a premium spirits brand distilled in Jamaica.

Highly active on social media with over 728,000 Instagram followers, Sterling frequently promotes both his fighting career and entrepreneurial ventures, including real estate and ambassadors for clothing, automotive, and energy drink brands.

The Industry

A growth industry tied to Caribbean identity and culture

The global rum market is projected to grow to over $19 billion by 2029. Explosive growth in premium rum segments is helping fuel this surge thanks to increasing demand for small-batch, aged, and craft rums outpacing more traditional value and volume players.

Originating in the Caribbean, authentic rum brands leverage their rich heritage by using origin, production stories, and cultural associations to build loyalty, justify premium pricing, and differentiate within a crowded spirits marketplace.

Innovation in flavors, cask finishes, and healthier options, alongside creative marketing and event partnerships, continues to unlock new consumer segments and retail channels.

Marketing edge

Building on Aljamain Sterling’s brand

Aljamain Sterling has built a social media following over 728,000 followers on Instagram by sharing stories from his life, professional fighting, podcasting, and now, Funk Harbor Rum. He leverages all his career pursuits in his latest project: producing quality Jamaican rum.

Deal terms

Minimum investment

$100

The smallest investment amount the issuer is accepting in this offering.

Maximum investment

$250,000

The largest investment amount the issuer is accepting in this offering.

Funding goal

$1M

Funk Harbor Spirits must achieve its minimum goal of $75K before the deadline. The maximum amount the offering can raise is $1M.
Learn more

Deadline

Funk Harbor Spirits campaign will end on .

Type of security

Class B Non-Voting Common Stock shares

Common stock issued by Funk Harbor Spirits, Inc.
Learn more

Price per share

The price of each share of Class B Non-Voting Common Stock.

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Funk Harbor Spirits, Inc.. View the official SEC filing and all updates:

Form C SEC.gov

Company documents

Subscription Agreement FHS Form C-A w Exhibits.pdf Funk Harbor Form C.pdf

Bonus perks

In addition to your Class B Non-Voting Common Stock shares, you'll receive perks for investing in Funk Harbor Spirits.

14 investors

Invest

$150

Receive

Digital Certificate of Ownership
Exclusive investor updates from Aljamain Sterling
Early access to limited-edition bottle drops

Limited (486 left of 500)

Invest $150

2 investors

Invest

$1,500

Receive

Everything above
Signed bottle of Funk Harbor Rum
Limited-edition “Funk Nation” investor T-shirt
Name listed on Funkharborspirits.com “Founding Supporters” wall

Limited (248 left of 250)

Invest $1,500

Invest

$10,000

Receive

Everything above
VIP virtual tasting & Q&A with Aljamain Sterling and Funk Harbor’s master distiller
Private investor badge (NFT collectible)
Two complimentary bottles per year for 3 years

Limited (50 left of 50)

Invest $10,000

Invest

$50,000

Receive

Everything above
Private training session with Aljamain Sterling for investor + up to 3 friends
Dinner with Aljamain following the session
2–4 lower-level UFC tickets (subject to event availability)
Behind-the-scenes access to a Funk Harbor content shoot
Invitation to the Funk Harbor Investor Advisory Roundtable

Limited (10 left of 10)

Invest $50,000

Invest

$100,000

Receive

Everything above
Upgrade your UFC tickets to VIP experience — 4 cage-side seats to an upcoming event with Aljamain
VIP hospitality with Aljamain’s team and fellow fighters
Co-branded Funk Harbor custom merchandise pack (for investor + 3 guests)
Featured profile on Republic’s “Investor Spotlight” series
Option to split this level among up to 4 investors (ideal for groups or friends investing together)

Limited (10 left of 10)

Invest $100,000

Invest

$250,000

Receive

Everything above
Train with Aljamain Sterling & Merab Dvalishvili (investor + up to 3 friends)
VIP Fight Week Experience – backstage access, dinner, media photos, and signed memorabilia
Lifetime “Founding Shareholder” status and engraved recognition plaque

Limited (2 left of 2)

Invest $250,000

About Funk Harbor Spirits

Legal Name

Funk Harbor Spirits, Inc.

Founded

Jul 2025

Form

Delaware Corporation

Employees

Website

funkharborspirits.com

Social Media

Headquarters

Google Map location of of Funk Harbor Spirits

7805 NW Beacon Square Boulevard 203 , Boca Raton, FL

Headquarters

7805 NW Beacon Square Boulevard, 203, Boca Raton, FL, United States 33487

Funk Harbor Spirits Team

Everyone helping build Funk Harbor Spirits, not limited to employees

Aljamain Sterling

Founder, CEO

Aljamain Sterling

Founder, CEO

FAQ

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 Bank and Trust, N.A.

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?

Yes, since the company is utilizing a custodian, all investors in the offering will be required to create a custodial account with BitGo Bank and Trust, N.A. 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.

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?

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.

Why would a company use a custodian like BitGo?

What are the risks associated with investing in equity securities?

Equity security investments are subject to market fluctuations, company-specific risks, and general economic conditions. Prices can be volatile, and there is risk of losing the invested capital. Remember, investing always carries risks, and it's essential to conduct thorough research or consult with a financial advisor before making investment decisions.

How do I earn a return?

We are issuing equity in our company. You may realize returns if the company “exits,” meaning it is acquired or goes public at a higher price than you paid for it, or if you sell the securities at a higher price than you purchased them for. There is also a risk that you could lose your entire investment if the company fails. Startup investing is risky, so there’s no guarantee of a return on this kind of investment. It’s always best to refer to the individual offering documents provided by the company to understand your investment risks.

Still have questions? Check the discussion section.

Show all FAQ

Risks

Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue.

Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer their products more effectively and efficiently than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships, or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling product offerings or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, or product quality. These pressures could result in a substantial loss of our customers or a reduction in our revenue.

Much of our value and brand recognition is derived from the reputation and public image of our CEO and co-founder, Aljamain Sterling.

Our brand identity and consumer appeal are closely tied to the reputation of our co-founder and CEO, MMA professional athlete Aljamain Sterling. The success of our business depends in large part on the continued positive public perception of him. Any negative publicity, controversy, personal scandal, or decline in athletic performance could materially harm our company’s brand and sales. Unlike established companies with diverse brand portfolios, our brand is especially vulnerable to reputational events that are outside of our control. If the athlete’s reputation suffers for any reason, our ability to market and sell our product may be significantly impaired. Further, marketing alcoholic beverages is subject to numerous restrictions, including limitations on advertising content and placement. The use of athlete endorsements for alcohol brands in particular may draw heightened regulatory scrutiny or consumer criticism. If regulators impose additional restrictions on our marketing activities, or if consumers perceive the use of an athlete spokesperson as inappropriate, our ability to fully leverage the athlete’s brand could be reduced. This would weaken one of our most important competitive advantages.

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 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 the Issuer and present and future market conditions. Our business currently generates limited 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 third party vendors to conduct our operations. Our ability to conduct our operations may be adversely affected if vendors do not provide the agreed-upon services in compliance with operational 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 certain services do not perform to our expectations. Our vendors may also 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 vendors for a particular service.

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 intellectual property rights, including our patents, 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. 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. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. 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 personnel. These persons may not devote their full time and attention to the matters of the Issuer. The loss of all or any of our board of directors, executive officers and key personnel 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.

In order for the Issuer to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience.

Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management and other personnel to develop additional expertise. We face intense competition for personnel, making recruitment time-consuming and expensive. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us, which could further delay or disrupt our product development and growth plans.

We need to rapidly and successfully develop and introduce new products in a demanding and rapidly changing environment.

To succeed, we must continually improve, refresh and expand our product and service offerings to keep pace with changes in the industry and the changing tastes of our consumers. In addition, bringing new products or solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate changing customer needs and trends. We must continue to respond to changing market demands and trends or our business operations may be adversely affected.

The development and commercialization of our products is highly competitive.

We face competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include, or may include in the future, major companies worldwide. Many of these competitors have significantly greater financial, technical, and human resources than we have and superior expertise in product research and development and marketing approved products and thus may be better equipped than us to develop and commercialize products. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance, and our ability to generate meaningful additional revenues from our products.

We rely heavily on the continued day-to-day involvement of our CEO and co-founder.

MMA professional athlete Aljamain Sterling currently serves as our CEO. While his celebrity status provides unique marketing advantages, and he has played a leadership role in prior incarnations of the “Funk Harbor” rum brand, his lack of extensive prior corporate experience may present management and operational risks. Furthermore, if Mr. Sterling were to step down, reduce his level of involvement, or become unavailable for any reason, we could face difficulties in execution and brand continuity. Replacing his leadership would be challenging given the importance of his personal identity to our business.

There are inherent regulatory risks in the alcohol industry.

The production, distribution, marketing, and sale of alcoholic beverages are subject to extensive federal, state, and local laws and regulations. These include requirements relating to licensing, labeling, advertising, and distribution, which vary widely by jurisdiction. Failure to obtain or maintain required permits and approvals could result in fines, penalties, suspension, or revocation of licenses, which would materially and adversely affect our operations. Regulatory changes, increased scrutiny, or new restrictions could also impair our ability to expand into new markets. Because we are an early-stage company, we may not have the same resources as larger competitors to navigate these complex regulatory requirements. Furthermore, alcohol distribution in the United States generally operates under a “three-tier” system, requiring the involvement of licensed distributors for sales to retailers such as bars, restaurants, and liquor stores. Access to distributors and shelf space is highly competitive, and large, established liquor companies dominate much of the market. While we also intend to sell direct-to-consumer and online where permitted, regulatory restrictions and consumer acquisition costs may limit the effectiveness of these channels. Our ability to scale will depend in part on our success in securing favorable distribution arrangements, which cannot be assured.

We are reliant on third-party contract distillers and suppliers for our business.

We may rely on third-party contract distillers to produce our rum. This presents risks of supply disruption, quality control issues, and pricing changes that are outside of our control. If a distiller were to terminate its relationship with us, experience financial difficulties, or fail to meet our quality standards, we may be unable to secure an alternative

supplier in a timely or cost-effective manner. In addition, the production of rum depends on the availability and cost of key agricultural inputs such as sugarcane and molasses, which are provided to us from third-party suppliers and can fluctuate due to weather, environmental, or geopolitical factors. These risks could materially impact our costs and our ability to meet consumer demand.

The market for celebrity-backed and premium spirits brands is competitive.

The premium spirits market is highly competitive and increasingly crowded, with many celebrity-backed brands vying for consumer attention. Large incumbents have significant advantages in terms of distribution, marketing budgets, and established consumer loyalty. While our brand benefits from association with a prominent athlete, there can be no assurance that this alone will differentiate us in a sustainable way. If we are unable to establish and maintain a unique value proposition in this crowded market, our growth prospects and long-term viability may be limited.

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

Our reputation and the quality of our brand and our CEO 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 or CEO 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.

The Issuer may not be in compliance with the corporate registration requirements where it operates.

The Issuer’s headquarters are located outside of its state of incorporation. The Issuer is not currently qualified to conduct business in the state of its headquarters and intends to apply for qualification in that state or set up headquarters in a different state and apply for qualification there. Unless it applies for the appropriate qualification, the Issuer could be subject to fines, penalties or other administrative actions for failure to qualify in states that it operates in.

Risks Related to the Offering

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 a successful Offering, the Issuer shall pay the Intermediary the greater of (A) 6% of all amounts raised exceeding $100,000.01 in the successful offering or (B) a cash fee of fifteen thousand dollars ($15,000.00). 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.

Risks Related to the Securities

Investors will not have voting rights and will grant a third-party nominee broad power and authority to act on their behalf.

The Securities in this Offering are non-voting and have no protective provisions. As such, you will not be afforded protection, by a provision of the Securities or as a stockholder, in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger, or other similar transaction involving the Company. If there is

a “liquidation event” or “change of control” for the Company, the Securities being offered do not provide you with any protection. In addition, there are no provisions attached to the Securities in the Offering that would permit you to require the Company to repurchase the Securities in the event of a takeover, recapitalization, or similar transaction involving the Company. Furthermore, in connection with investing in this Offering, Investors will designate the Lead (as defined above) to act on behalf as proxy on behalf of Investors in respects to instructions related to the Securities. The Lead will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Lead 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 (both by virtue of the role of the Lead as well as the general non-voting nature of the Securities) nor take or effect actions that might otherwise be available to holders of the Securities. 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 Lead and grant broad authority to the Lead to take certain actions on behalf of the investor.

The Custodian shall serve as the legal title holder of the Securities. Investors will only obtain a beneficial ownership in the Securities.

The Issuer and the Investor shall appoint and authorize the qualified third-party Custodian for the benefit of the Investor to hold any securities that may be issued in registered form in the Custodian’s name or the name of the Custodian’s nominees for the benefit of the Investor and Investor’s permitted assigns. The Custodian may take direction from the Lead who will act on behalf of the Investors, and the Custodian may be permitted to rely on the Lead’s instructions related to the Securities. Investors may never become an equity holder, merely a beneficial owner of an equity interest.

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, 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 Omnibus Nominee Trust Agreement (attached as Exhibit D). Additionally, Investors will only have a beneficial interest in the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the Custodian

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.

Any equity securities acquired 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 others (including employees and third-party financing sources) in amounts that are uncertain at this time, and as a consequence holders of equity 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 may have 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.

Equity securities may be substantially different from other equity securities subsequently offered or issued by the Issuer.

The Securities may be materially different from the equity securities subsequently offered or issued new investors in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection.

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 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.

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