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Logo of Eli Roth's The Horror Section

Eli Roth's The Horror Section

A brand-new independent studio from an iconic horror filmmaker
Film B2C Media Production & Curation
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$2,956,752
59% raised of $5M max goal
1,873
Investors
38 days
Left to invest
Invest in Eli Roth's The Horror Section
$100 minimum investment · Deal terms
Pitch Discussion 397 Updates 5 Reviews 363
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Manifesto Distribution Intellectual Property Box Office and Production My Brands Revenue Streams Ownership and Profit Share Investor Bonus Perks MCT Partnership Closing pitch
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by The Horror Section Inc. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Subscription Agreement The Horror Section Form CA.pdf
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Hear from some of the 1,873 investors in Eli Roth's The Horror Section


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Highlights


Join legendary horror filmmaker Eli Roth—the mastermind behind Hostel, Cabin Fever, The Green Inferno, and Thanksgiving—in launching his brand-new horror studio. As an investor, you'll own shares of the company plus a piece of the profits from Eli Roth’s new films. This is your chance to build a horror empire, straight from the twisted mind of a genre legend.

  • Creator of top horror films such as Hostel, Cabin Fever, Thanksgiving
  • Award-winning actor from Inglorious Basterds and The Idol
  • Director of 10 films with $474 million in box office revenue
  • Theatrical distribution partnership with Iconic Events (Terrifier 3)
  • Shares in the company plus 10% of net profits from films for five years
  • Perks include merchandise, special screenings, credits, and cameo roles

Manifesto


Throughout my career, people have told me, “Eli, you can’t do that… that’s too sick.” I always took that as a good sign that I was onto something.  

While I’ve made my films both independently and with studios, whether it’s Hostel, Cabin Fever, The House with a Clock in Its Walls, or Thanksgiving, I'm now branching out to finance and release my movies on my own.

And I want you, the horror fans, to join me in building it as investors.  

Join me, and you’ll own shares in the studio with full rights and a full stake in the financial upside.

Distribution


That’s where we’ll have an edge.  I’ve set up a partnership with Iconic Events, the company that released Terrifier 3, the most profitable movie of 2024.

Iconic is committed to releasing hardcore horror movies theatrically, the way they’re meant to be watched. Their marketing expertise and engagement strategies turn films into unique events and experiences fans love. The Horror Section plans to take full advantage of the model Iconic utilizes with our new films.

This way, we keep full creative freedom and full financial upside without the control of traditional studios.

Intellectual Property


What’s the most valuable thing in horror movies? It’s the iconic characters that spawn franchises and drive fans to theatres again and again. Just look at the box office of these legendary characters.

As an investor in The Horror Section, you will own the characters, the movies, the rights – all intellectual property — along with me and your fellow investors. Together, we’ll work to create the next generation of great horror franchises.

Box Office and Production


The chart below says it all. Horror films, on average, make nearly 8x in box office what it costs to produce them. That’s by far the highest level and nearly double any other movie category.

I made Hostel for less than $5M and that movie pulled in over $80M at the box office. I know how to keep production costs down, and give fans the experience they want. That combination puts our films in the best position for box office and business success.

We plan to have two projects in production before the end of 2025, and aim to produce two to four projects each year going forward. That number will grow as we find the right projects.

My Brands


That’s right. I’m not holding anything back.  

Our business plan includes bringing my existing library of IP to The Horror Section.  

In fact, we already have a pipeline full of ideas and projects in development from some of my top franchises like Cabin Fever, Hostel, The Green Inferno, Clown, Haunt, and Knock Knock. 

Plus we have a ton of other new ideas we want to create. There won’t be any long production cycles or development hell here. I plan to have our first film produced and released within the next 18 months.

Revenue Streams


Horror fans know it’s about more than just the movies.  It’s about the entire culture that goes with it.  The Horror Section will be taking part in all of it.  

When there’s a great opportunity to develop a TV show, we’ll take it.

A podcast to help spread the word about our films. It’s already in the works.

Conventions. We’ll be there

Video Games. We'll make them.

Merchandise. We plan on a full lineup from t-shirts to figures to toys.

Whenever there’s a business opportunity that looks advantageous, we’ll pursue it.  That’s going to create more revenue streams for you-the investors.

Ownership and Profit Share


There are no tricks here. There are no special share classes or some preferred group of shareholders that keeps all the profits. You own real equity in the studio. 

We’ve worked to set up the company so everyone shares in the profits based on their share of ownership.  

To be clear, as a new studio, most of the profits we make will go right back into producing the next batch of films. That’s how we’ll grow The Horror Section into the next juggernaut studio with a massive library of films and characters.

As an added incentive, we plan to return 10% of the net profits on all our films for the first five years to shareholders.  This will be shared among all shareholders, pro rata, each year.  

Think of it as blood money.

Beyond making great horror movies, our ultimate goal is providing our investors with profitable exit opportunities. If we’re successful, the paths might include going public through an IPO or selling to another studio.

Investor Bonus Perks


As fans and owners of The Horror Section, we want you to have the best experiences. That's why we've created a set of special bonus perks for investors.

You’ll have the chance to be featured in on-screen credits. Receive a blood-spattered stock certificate.
Take part in Town Hall Zooms with me.
I’ll host investor-only special meetups when I’m at horror conventions.
Invite you to exclusive screenings.
And offer script reviews, producer credits, and cameo roles…

And don’t forget. For anyone willing to invest $1 million dollars, I will literally kill you… on-screen. A bespoke death that I guarantee will be in the final cut. 


Check out all the Bonus Perks below.

Early bird perk: Special Thanks credit on the first Horror Section film. Expires on Friday March 21 at Midnight.

MCT Partnership


My co-founder Jon Schnaars brings deep experience across strategy, finance and operations. He will drive the day to day operations of The Horror Section, and work to deliver business results and build value for you, our investors.

We are also fortunate to have built a strong partnership with Media Capital Technologies (MCT), an entertainment finance company that specializes in investing in film and structuring deals with major studios. I can’t emphasize enough how important it is to have partners who know how to navigate the movie business.

MCT secured our Iconic Events distribution partnership, will arrange for additional project-specific financing, and is already working to set up more deals with distributors and producers to ensure our slate is a creative and commercial success.



MCT is currently a co-financing partner to Lionsgate for their film slate. Over the course of their careers, the principals of the company have previously invested in over 100 films that have grossed more than $10 billion at the box office collectively. Some of their most notable past investments include, The Matrix, Mad Max: Fury Road, I Am Legend, Birdman, Happy Feet, Oceans 12, American Sniper, Sherlock Holmes, Willy Wonka and the Chocolate Factory, The Green Inferno, and dozens of others.
With their industry expertise and key relationships, MCT will help make The Horror Section a household name in Hollywood.

Closing pitch


About Eli Roth

Writer / Director / Producer and Actor Eli Roth burst onto the film scene at the 2002 Toronto Film Festival, with his directorial debut Cabin Fever. Made independently for $1.5 million dollars, the film sparked a bidding war, and went on to be Lionsgate’s highest grossing film of 2003. Roth’s follow-up film, Hostel which he wrote, produced and directed, presented and executive produced by Quentin Tarantino, earned him critical praise and was a massive worldwide hit, spawning a successful sequel, Hostel Part II, also written and directed by Roth.

In 2015, Lionsgate released Roth’s Sundance thriller Knock Knock, which stars Keanu Reeves and Ana de Armas in her English language screen debut. Additionally, Roth co-wrote, produced and directed The Green Inferno, and directed the critically acclaimed family film The House with a Clock in its Walls starring Cate Blanchett and Jack Black for Amblin Entertainment, as well as the gritty hit action film Death Wish starring Bruce Willis for MGM, and the video game film Borderlands starring Cate Blanchett, Jamie Lee Curtis, Kevin Hart, Jack Black and Ariana Greenblatt.


As an actor, Roth starred in Quentin Tarantino’s Inglorious Basterds as the bat-wielding Sgt. Donnie Donowitz, for which he and his cast members received the Screen Actors Guild Award for Best Ensemble. He also acted in Sam Levinson’s HBO series “The Idol”, and will soon appear alongside Vanessa Kirby in “The Night Always Comes” for Netflix.

As a producer, Roth has produced the hit films, The Last Exorcism, The Man with the Iron Fists, Jon Watts’ directing debut Clown and the hit Emmy ® Nominated Netflix series, “Hemlock Grove”. Roth hired an unknown Damien Chazelle to write the sequel to The Last Exorcism, starring Julia Garner and Ashley Bell. Roth’s critically acclaimed docuseries “Eli Roth’s History of Horror” ran for three seasons on AMC, as well as the #1 podcast that accompanied the series. Roth’s fan favorite horror series “A Ghost Ruined My Life,” “The Haunted Museum”, “Urban Legend”, and “My Possessed Pet” are all streaming on Max.

Roth’s critically acclaimed documentary about the harrowing shark fin trade Fin, produced with Leonardo DiCaprio, premiered to rave reviews in July 2021 as part of Discovery’s Shark Week, and went on to Best Documentary at the Ischia Global Film Festival.

Roth co-created the DreamWorks Animation kids series “Fright Krewe” for Peacock and Hulu and co-wrote, produced, and directed the hit horror film Thanksgiving for TriStar pictures, starring Patrick Dempsey. He is currently writing a sequel, as well as a TV series of “Hostel” starring Paul Giamatti.

$

Deal terms


Funding goal
$75K / $5M
100% of $75K minimum offering amount has been reached.

The Horror Section must achieve its minimum goal of $75K before the deadline.
The maximum amount the offering can raise is $5M.
Learn more
Security type
Common shares

Common stock issued by The Horror Section Inc

Learn more

Price per security
$3.08

Price per unit of common stock

Valuation
$55,000,000

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

Minimum investment
$100
The smallest investment amount the issuer is accepting in this offering.
Maximum investment
$1.5M
The largest investment amount the issuer is accepting in this offering.
Deadline
June 23, 2025
Eli Roth's The Horror Section campaign will end on .
Learn more
Logo of Eli Roth's The Horror Section
Eli Roth's The Horror Section
A brand-new independent studio from an iconic horror filmmaker
Promo period Price per security
Mar 12 — Mar 22 $2.78
Mar 22 — Jun 23 $3.08
Close
How it works

Documents

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

Bonus perks

In addition to your Common shares, you'll receive perks for investing in Eli Roth's The Horror Section.
Invest
$100
Receive
  • Entry into Raffle for an On-Screen Credit
  • Investor Town Hall Zoom with Eli Roth
  • Access to Investor Newsletter
  • THS Digital Stock Certificate
Invest $100
Invest
$666
Receive
  • Signed Stock Certificate with Bloody Handprint
  • Invitation to Investor Meet & Greet with Eli
Invest $666
Invest
$1,500
Receive
  • Signed Film Poster
  • Limited Edition Investor-Only Merch
Invest $1,500
Invest
$10,000
Receive
  • Invitation to Exclusive Investor Screenings
  • Creative Feedback on your Film Script
Invest $10,000
Invest
$100,000
Receive
  • Special Thanks Credit on a THS Film
  • Invitation to a Red Carpet Premiere
Invest $100,000
Invest
$500,000
Receive
  • Set Visit Opportunity
  • Be an Extra in a THS Production
Invest $500,000
Invest
$1,000,000
Receive
  • You (or a Loved One) Will Be Killed in a Future Movie
  • Executive Producer Credit on First Film
Invest $1,000,000

About Eli Roth's The Horror Section

Legal Name
The Horror Section Inc
Founded
May 2024
Form
Delaware Corporation
Employees
0
Website
horrorsectionstudios.com
Social Media
Headquarters
Google Map location of of Eli Roth's The Horror Section
223 S Beverly Dr Suite A , Beverly Hills, CA
Headquarters
223 S Beverly Dr, Suite A, Beverly Hills, CA, United States 90212

Eli Roth's The Horror Section Team
Everyone helping build Eli Roth's The Horror Section, not limited to employees

Profile picture of Eli  Roth
Eli Roth
Founder & Chief Creative Officer
Profile picture of Jon Schnaars
Jon Schnaars
CEO
Profile picture of Michael Lambert
Michael Lambert
CEO, MCT
Profile picture of Christopher Woodrow
Christopher Woodrow
Chairman, MCT
Profile picture of Connor DiGregorio
Connor DiGregorio
Finance & Strategy, MCT
3 more team members
Eli Roth
Founder & Chief Creative Officer
Jon Schnaars
CEO
Michael Lambert
CEO, MCT
Christopher Woodrow
Chairman, MCT
Connor DiGregorio
Finance & Strategy, MCT

Press

Meet the CEO Shaping the Future of Fear With Eli Roth's T...
VICE VICE
·
Mar 31, 2025

Horror auteur Eli Roth is taking a stab at something new-his own film studio, dubbed "The Horror Section."

Eli Roth's The Horror Section Marks First Acquisition Wit...
Variety Variety
·
Mar 31, 2025

Eli Roth's The Horror Section has acquired "Jimmy and Stiggs," set to release in theaters August 15.

Eli Roth on Curating the Music of Italian Sex Comedies fo...
Variety Variety
·
Mar 18, 2025

Filmmaker Eli Roth talks about new albums he is releasing curating his favorite music from Italian sex comedies, plus his...

Eli Roth Launches The Horror Section Production Studio, I...
The Hollywood Reporter The Hollywood Reporter
·
Mar 14, 2025

The self-styled sommelier of horror wants to create new franchises and new characters, push boundaries, and give fans a s...

Director Eli Roth Will Kill You On-Screen for $1 Million
Theringer Theringer

Matt is joined by director Eli Roth to discuss his new, all-encompassing horror media company the Horror Section, which a...

FAQ

How will the film ideas get developed?

How will the film ideas get developed?

The company already has a large slate of existing and new original IP created by Eli that are in various stages of development. Some projects are ready to immediately go into production, while others are still being developed into scripts and packaged. 

Going forward, the company will continue to develop new ideas and IP from Eli. It will also collaborate closely with talent, filmmakers, and other top producers that Eli has worked with in the past. The company will hire a full creative team, including a Head of Production, to source, develop, and execute new projects.


Can I send you my script?

Can I send you my script?

While we do not accept unsolicited pitches, Republic investors at the $10,000 level and above will have the opportunity for The Horror Section team –including Eli– to review your script or film concept and provide feedback.

How will I receive my perks?

How will I receive my perks?

The Company manages the perks that investors earn by participating in this offering after the deal is finalized. Please reference the deal page for the most accurate description of the perks available to investors.


How will films get produced?

How will films get produced?

The Horror Section will operate through multiple business models. First and foremost, we will finance and produce the projects that we develop. This means we will put our own equity capital into projects – potentially alongside other sources of capital – so that we own the upside in success. At other times, The Horror Section may work in more of a producer-for-hire role on films primarily funded by other financiers or studios. In these cases, we would receive a fee for production work and some backend (e.g. net profits) participation on the projects. 


Do you plan to produce all the films yourself?

Do you plan to produce all the films yourself?

Yes, The Horror Section intends to act as a producer on all films that the company works on. The company may also collaborate with other financiers and/or producers on certain projects who may function as co-producers.


Where will the money to produce the films be sourced from?

Where will the money to produce the films be sourced from?

Most of the capital raised through this campaign will finance the development and production of original feature films. The company will partner with other production companies, studios, or financiers who will co-invest in a particular project when needed. 

One of the reasons we are so excited to have MCT as part of The Horror Section team is their deep experience in film financing. They will help provide additional capital at the project level for many of our films. This will help the company not only produce and finance more films overall but also appropriately mitigate our risk on any single project.

There may also be certain projects on which The Horror Section is simply a producer on a film entirely financed by another studio. These types of projects carry zero investment risk and would provide the company with additional revenues through producer fees and profit participation. 


How many films do you expect to release per year?

How many films do you expect to release per year?

Once we are fully up and running, our plan is to release between two and four films a year to start and ramp up from there.


When do you expect the first film to be released?

When do you expect the first film to be released?

We anticipate our first film moving into production during the Summer of 2025, which would put us on track for a release in late 2025 or early 2026. As the project nears completion, we'll evaluate release date options and target a date that gives it the best chance to succeed. 


How does Iconic distribute movies?

How does Iconic distribute movies?

Iconic Events Releasing is an experienced theatrical distribution company. They specialize in bringing thrilling, cutting-edge filmed and live entertainment to fans in movie theaters across North America and beyond. As a service provider, Iconic offers marketing and distribution for full-run releases in over 2,500 theaters. They have built the capabilities to put films into theaters without the bureaucracy of many large multinational studios. With
Iconic, The Horror Section can distribute directly to the fans without interference and with much more favorable economics.


How will the proceeds be used?

How will the proceeds be used?

We intend to allocate the proceeds in the following manner:

  • 47% for Film, TV, Podcast Development and Production

  • 14% Operations and Admin 

  • 12% Personnel and Team Overhead

  • 10% Other Investment Activities

  • 5% Brand and Marketing

  • 7% Closing Costs

  • 5% Intermediary Fees




What IP will Eli be bringing to the project?

What IP will Eli be bringing to the project?

Eli has been involved in a wide range of projects over his twenty-plus year career – as director, writer, producer and actor. While his attachment and level of control over the IP varies across these projects, the intention going forward is to bring as many of these projects as possible into The Horror Section.

The truly exciting part of building The Horror Section will be the new IP that we will create, which will be fully controlled by the company.


How are net profits from the films calculated?

How are net profits from the films calculated?

Investors own shares of The Horror Section and participate in profits from the individual films we release. The company will share the profits on film projects pro-rata across all shareholders. This provision applies to all films - both self-financed projects and producer-for-hire projects. The profits will be calculated at the project level, not the company level. We will do an annual distribution of these profits for the first 5 years. 
Here are two illustrative examples of how that would work:

1. The Horror Section fully finances a $3M film and distributes it ourselves with Iconic in the US, spending $1M on marketing the film and selling foreign rights to international distributors. Film generates $10M in Net Revenue for the company over the first 5 years, while other talent profit participation costs are $1M. The profit definition for our films is all revenues worldwide across all windows, including ancillaries, like merchandise and soundtrack revenue ($10M) minus the production costs, distribution costs, and talent participation. ($3M + $1M + $1M =
$5M). $10M - $5M = $5M in Net Profits. Then, 10% of that, or $500,000, is distributed to all shareholders pro-rata as it comes in over the 5 years. The balance will be reinvested into the next film or project.


2. A major studio is fully financing a $10M film and distributing it themselves worldwide. The Horror Section is simply the film's producer and is able to negotiate 20% Net Profits on the backend (according to the studio waterfall, which would be defined in our underlying agreement with the studio). The film does well, and The Horror Section receives $1M from its profit participation. When received, the company will distribute $100,000 pro-rata to all shareholders. The balance will be reinvested into the next film or project.

The Horror Section will always retain the right to issue additional discretionary dividends. We want to strike a nice balance between rewarding shareholders and reinvesting and growing the company into a real studio with a large library that sets it up for a sale/exit to a major studio or other buyer. The profit share would only apply to
films, not the other businesses, though we expect film to make up the vast majority of the company's revenue and profit.

How will the net profits be distributed?

How will the net profits be distributed?

Profits will be distributed directly to each shareholder’s Republic wallet.

When do you expect to distribute the net profits?

When do you expect to distribute the net profits?

For the first five years, we will distribute profits annually within the first four months of the following calendar year. 



When will secondary trading become available?

When will secondary trading become available?

The Horror Section intends to enable secondary trading 12 - 18 months after launch. The company will work to optimize the timing of the secondary listing for investors, taking into consideration current market conditions and the company’s near-term business objectives.

Where will secondary trading occur?

Where will secondary trading occur?

It will occur on Republic’s SEC-regulated securities trading platform.

What tax documents will investors be issued?

What tax documents will investors be issued?

Investors will receive a 1099 issued by the Company.




What is tokenization?

What is tokenization?

Tokenization refers to the digitization of real-world assets where a token represents the direct or indirect ownership stake of the asset. Put differently, it is the process of converting rights to an asset into a digital token recorded on a blockchain, where a token is a proxy or a means of representing an indirect, direct, or similar interest in a particular asset.


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

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

SITs are Blockchain-based ERC-1404 tokens that provide an additional method for investors to provide a notification directing Brassica to transfer their Participation Interests. 

  • SITs are not intended to be a digital representation of the Participation Interests.

  • For more information on SITs, please review the respective offering documents.

How is the delivery and ownership of the securities handled when purchased through the Republic platform?

How is the delivery and ownership of the securities handled when purchased through the Republic platform?

Securities will be delivered to the Brassica Trust Company LLC (“Bitgo”) and your ownership of the Revenue Participation Agreement will be reflected in your individual Bitgo Custody account. Brassica will act as the legal holder of record for securities purchased through Republic.

Will SITs be issued/distributed to investors?

Will SITs be issued/distributed to investors?

  • The Horror Section intends to mint and distribute SITs on the blockchain network.

  • If distributed, SITs will be distributed on a 1:1 basis with the Participation Interests. (i.e., if an investor has 200 Participation Interests, they can receive 200 Tokens)




Are there additional risks associated with SITs?

Are there additional risks associated with SITs?

Please review the offering documents for a comprehensive review of the risks associated with the SITs. Please review the offering documents for a comprehensive review of the risks associated with the SITs. Risks include, without limitation:

  • SITs have not yet been minted.

  • The regulatory regime governing blockchain technologies, cryptocurrencies, and coins, including the SITs, is uncertain, and new regulations or policies may materially adversely affect the value of the Revenue Participation Agreement.

  • US federal and state agencies have begun to regulate the use and operation of blockchain networks and assets. If a government or quasi-governmental agency exerts regulatory authority over a blockchain network or asset, the SITs may be materially and adversely affected.

  • Investors may lack information to monitor their purchases.

  • The application of distributed ledger technology is novel and untested and may contain inherent flaws or limitations.

  • Several external factors outside of the Company may influence the price of the Revenue Participation Agreement.

  • A disruption of the Internet or the Ethereum Network would affect the ability to transfer Revenue Participation Agreement via SITs.

  • SITs do not have inherent value absent the Revenue Participation Agreement.

  • Because SITs may be based on a blockchain, any malfunction, breakdown, or abandonment of the underlying protocol may result in the loss of or inability to transfer SITs.

  • Advances in cryptography or technical advances, such as the development of quantum computing, could present risks by undermining or vitiating the cryptographic consensus mechanism that underpins the underlying protocol.

  • Legislatures and regulatory agencies could impose requirements that limit or prohibit the use and/or functionality of current and/or future cryptographic protocols, which could adversely impact the ability to transfer the SITs.

  • If and when there is a trading venue for SITs if and when they are minted, distributed, and no longer locked up, it could be insufficient. Further, the SIT trading venues (if any) will be subject, like all exchanges and alternative trading systems, to security failures or other operational issues; such events could result in a reduction in SIT prices.

What are possible limitations for SIT holders?

What are possible limitations for SIT holders?

SITs do not directly embody the full spectrum of rights typically associated with Revenue Participation Agreement securities as they are merely a tool of transfer.


What is a custodian, and what is a custodial account?

What is a custodian, and what is a custodial account?

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


Why use a custodial account?

Why use a custodial account?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This structure means if a liquidity event or any other material event regarding the securities occurs, the company can look to the custodian to service the securities rather than each individual investor.

For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier. 

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

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

Yes, since the company is utilizing a custodian, all investors in the offering will be required to create a custodial account with BitGo Trust Company and enter into an omnibus nominee agreement.

The custodial account creation process is hosted in our investment checkout system, meaning you will commit your investment and establish your account with BitGo all at once. You will be automatically prompted to review and sign certain custodial documents with BitGo during investment checkout. 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. 

Why would a company use a custodian like BitGo?

Why would a company use a custodian like BitGo?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This structure means that if a liquidity event or any other material event regarding 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. 


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

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

Syria

Korea (North)

Iran

Cuba

Japan

Spain

Qatar

Isreal

Turks and Caicos Islands

Saint Kitts and Nevis

Venezuela

Montserrat

Jamaica

Haiti

Guadeloupe

Grenada

Costa Rica

France

Bonaire

Bermuda

Anguilla

Indonesia

El Salvador

Italy

Belgium

Vermont (US)

Arkansas (US)


Does opening a custodial account with BitGo Trust Company cost me anything?

Does opening a custodial account with BitGo Trust Company cost me anything?

Right now, there are no costs for investors to open a custodial account. Custodial accounts sometimes have a low annual cost to maintain; however, such costs are covered for the investor in this offering.


My custody account is being manually reviewed. What should I do?

My custody account is being manually reviewed. What should I do?

BitGo reviews accounts that require manual review daily. Please expect confirmation of your account being opened or to hear further guidance from our team within 24-48 hours.


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

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

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



Still have questions? Check the discussion section.
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Risks

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

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

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

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

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

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

We may face potential difficulties in obtaining capital.

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

We may not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock.

Unless we increase our authorized capital stock, we may not have enough authorized common stock to be able to obtain funding by issuing shares of our common stock or securities convertible into shares of our common stock. We may also not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock.

We cannot guarantee we will be successful in producing, distributing, selling, commercializing or exploiting our horror film and television, 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 horror films and television, 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 Company may lose their entire investment.

We may not be able to implement our strategies of entering into the horror film and television production business effectively or at all.

Our growth strategy depends on our ability to successfully develop horror themed content by leveraging the talents of our personnel, their experience with horror production and our to-be-developed proprietary technology. Entry into such production 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 production business with respect to horror films and television. Such failures would significantly limit our ability to grow our business and could also divert significant resources from our digital production and other businesses.

Our successful entry into the horror film and television production business faces various risks and challenges, including:

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

  • the production and marketing of our horror themed content is capital-intensive and our capacity to generate cash from our films may be insufficient to meet our anticipated capital requirements;

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

  • the entrance of additional studios into the horror film and television market, which may result in increased competition for our audiences and for talented staff;

  • the costs of producing and marketing horror film and 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 content creators;

  • horror film and television production is subject to seasonal variations based on the timing of other releases, including theatrical motion picture and home entertainment content, and a short-term negative impact on our business during a time of high seasonal demand (such as might result from a natural disaster or a terrorist attack during the time of one of our theatrical or home entertainment releases) could have a disproportionate effect on our results for the year;

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

  • the strain on our personnel from the effort required to produce such horror film and television content and the time required for creative development of future content may hinder our ability to consistently release our content; and

  • the profitable distribution of horror film and television content depends in large part on the availability of one or more capable distributors who are able to arrange for appropriate advertising and promotion, proper release dates, and any decision by those distributors not to distribute or promote our horror film and television content which we may produce or to promote competitors' content to a greater extent than they promote ours, or our inability to enter into profitable distribution arrangements with such distributors, could have an adverse effect on our proposed production business.

A substantial part of our business relies upon the success and popularity of horror film and television 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 horror film and television content. If other forms of content, or other entertainment with which horror film and television content compete for consumers' leisure time and disposable income, such as other genres of conventional motion pictures, television, digital streaming services, concerts, amusement parks and sporting events, become more popular than horror film and television content, our business and operating results could be harmed.

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

The entertainment industry in general, and the horror film and television sector thereof in particular, are 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. 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 expect to face intense competition.

Our films will compete with a variety of other programs. All of our competitors have greater financial resources, greater public and industry recognition and broader marketing capabilities than us. In addition, the market in which we operate is characterized by numerous small companies, with whose products we may be unfamiliar with, and which may be in direct competition with our products. Our inability to adequately compete with our competitors regardless of their respective size, may result in lost sales and will affect our overall profitability.

Loss of consumer confidence in our company or in our industry may harm our business.

Demand for our services may be adversely affected if consumers lose confidence in the quality of our products and services or the industry's practices. Adverse publicity may discourage businesses from buying advertising for our services, engaging in transactions with us, all of which could have a material adverse effect on our financial condition and results of operations. Various factors may adversely impact our reputation. Any litigation, disputes on tax matters and pay structures may subject us to negative attention in the press, which can damage reputation.

If we fail to effectively and efficiently advertise, the growth of our business may be compromised.

The future growth and profitability of our business will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our products, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future. In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.

There may never be any Net Revenues.

In general, the economic performance of a motion picture is dependent on its domestic theatrical performance, which is a key factor in predicting revenue from other distribution channels and is determined by many factors, including the ability to produce content and develop stories and characters appealing to a broad audience and the effective marketing of the motion picture. The revenues to be received by the Issuer from the Qualifying Productions are therefore highly uncertain and speculative. There can be no assurance that any Net Revenues will be received by the Issuer, or that after customary deductions and expenses, the Issuer will be able to distribute Net Revenues to Investors.

Calculation of Net Revenues.

The basis for the calculation of Net Revenues the Issuer will be entitled to receive from the release of a Qualifying Production are, or will be, detailed in one or more distribution agreement(s), and/or production agreements, none of which have yet been negotiated or finalized. The terms and conditions in the distribution agreement(s) and the production agreement, will be negotiated generally in accordance with industry standards but there is no guarantee that the calculation of Net Revenues will be favorable for the Issuer and the Investors.

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

Domestic theatrical distribution is very competitive. A substantial majority of the motion picture screens in the United States typically are committed at any one time to between 10 and 15 films distributed nationally by major studio distributors that can command greater access to available screens. Although some theaters specialize in exhibiting independent motion pictures and art-house films, there is intense competition for screen availability for these films as

well. The number of motion pictures released theatrically in the United States also has increased in recent years, which has increased competition for exhibition outlets and audiences.

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.

Uncertainty of success of Qualifying Productions.

Net Revenues may fluctuate significantly and unexpectedly from period to period, and the results of any one period may not be indicative of the results for any future period. The Issuer cannot make, and has not made, any assurances

(i) as to the amount of Net Revenues that will be or may be derived from or collected in connection with the distribution and exploitation of the Qualifying Productions, or (ii) that the Qualifying Productions will perform in any particular manner or will be favorably received by exhibitors or by the public, or will be released on a wide basis.

Changes in our business strategy, plans for growth or restructuring may increase our costs or otherwise affect our profitability.

As changes in our business environment occur, we may adjust our business strategies to meet these changes, which may include growing a particular area of business or restructuring a particular business or asset. In addition, external events including changing technology, changing consumer patterns, acceptance of our film offerings and changes in macroeconomic condition, may impair the value of our assets. When these occur, we may incur costs to change our business strategy and may need to write down the value of assets. We may also expand existing or new business divisions. Some of these restructuring changes may have negative or low short-term returns and the ultimate prospects of the businesses may be uncertain or may not develop at a rate that supports our plans for growth or restructuring. In any of these events, our costs may increase, we may have significant charges associated with the write down of assets or returns on restricting may be lower than prior to the change in strategy, plans for growth or restructuring.

Our revenues and results of operations may fluctuate significantly.

Our results of operations depend significantly upon the commercial success of the motion picture, television and other content that we sell, license or distribute, which cannot be predicted with certainty. In particular, the underperformance at the box office of one or more motion pictures in any period may cause our revenue and earnings results for that period (and potentially, subsequent periods) to be less than anticipated, in some instances, to a significant extent. Accordingly, our results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any future periods. Our results of operations also fluctuate due to the timing, mix, number and availability of our motion picture releases, as well as license periods for content. Our operating results may increase or decrease during a particular period or fiscal year due to differences in the number

and/or mix of films released compared to the corresponding period in the prior fiscal year. Accordingly, our results of operations from year to year may not be directly comparable to prior reporting periods.

We do not have long-term arrangements with many of our production or co-financing partners.

We typically do not enter into long term production contracts with the creative producers of motion picture and television content that we produce, acquire or distribute. There is no guarantee that we will produce, acquire or distribute future content by any creative producer or co-financing partner, and a failure to do so could adversely affect our business, financial condition, operating results, liquidity and prospects.

Our success depends on external factors in the motion picture and television industry.

Generally, the popularity of our content depends on many factors, including the critical acclaim they receive, the format of their initial release, their talent, their genre and their specific subject matter, audience reaction, the quality and acceptance of content that our competitors release into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may change. In addition, because a performance in ancillary markets, such as home video and pay and free television, is often related to its box office performance or television ratings, poor box office results or poor television ratings may negatively affect future revenue streams. Our success will depend on the experience and judgment of our management to select and develop new production opportunities.

We compete with other programming services, including cable programming, national broadcast television, and local broadcast television stations to secure desired programming, the competition for which has increased as the number of programming services has increased. Increased competition may drive up talent and production costs. Other programming services that are affiliated with programming sources such as movie or television studios or film libraries may have a competitive advantage over us in this area. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own films.

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

The motion picture industry is highly speculative and inherently risky. We cannot assure you that any motion picture we release, distribute, license, acquire or produce will be successful since the revenues derived from the production and distribution of a motion picture depend primarily upon its acceptance by the public, which cannot be predicted. The revenues derived also may not necessarily correlate to the production or distribution costs incurred. A motion picture's commercial success also depends upon the quality and acceptance of other competing films released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. Therefore, there is a substantial risk that some or all the motion pictures or other programs that we release, distribute, license, acquire or produce will not be commercially successful, resulting in costs not being recovered or anticipated profits not being realized. Additionally, forecasting film revenue and associated gross profits from our films prior to release is extremely difficult and may result in significant write-offs.

There are significant risks associated with the motion picture industry.

The completion and commercial success of a motion picture is extremely unpredictable, and the motion picture industry involves a substantial degree of risk. Each motion picture is an individual artistic work, and its commercial success is primarily determined by audience reaction, which is unpredictable. In addition, motion picture attendance is seasonal, with the greatest attendance typically occurring during the summer and holidays. The release of a film during a period of relatively low theater attendance is likely to affect the film’s box office receipts adversely.

We compete for audiences based on a number of factors, many of which are beyond our control.

Despite a general increase in movie theater attendance, the number of horror feature films released by competitors, particularly the major U.S. motion picture studios, may create an oversupply of product in the market, and may make it more difficult for our film to succeed. Oversupply of such products may become most pronounced during peak release times, such as school holidays, national holidays and the summer release season, when theater attendance has traditionally been highest. Although we may seek to release our film during peak release times, we cannot guarantee that we will be able to release all of our films during those times and, therefore, may miss potentially higher gross box-office receipts. If our competitors were to increase the number of films available for distribution and the number of exhibition screens remained static, it could be more difficult for us to release our film during an optimal release period.

Risks Related to the Offering

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

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

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

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

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

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

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

The Revenue Share Interests will be delivered to an Investor’s Wallet. The Custodian is not responsible for creating and managing the Wallet on the Investor’s behalf.

The way to hold the Revenue Share Interests is through a self-custody wallet that can be created by following the relevant instructions on republic.com. A new investor that would like to receive and hold the Revenue Share Interests would need to create a Wallet and complete the Know-Your-Customer (KYC) verification through the Intermediary’s platform, and once verified, supply the digital wallet address to the Issuer. The Custodian is not responsible for creating and managing the Wallet on the Investor’s behalf.

If an Investor does not create a Wallet, such Investor will not be entitled to receive any payment of any amounts of Revenue Share Interests.

Deliveries of payment of any amounts of Revenue Share Interests due to Investor herein will be made to an Investor’s Wallet. In order to receive such payments, Investor must create and provide the Issuer with a Wallet address that will be used to receive such payments. The Investor recognizes that this mechanism is the sole and exclusive means to receive payment and that no payment can be distributed without the Investor’s provision of a Wallet address.

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

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

The rights in the Revenue Share Interests are not severable from the Securities.

The rights in the Revenue Share Interests are not severable from the Securities (and vice versa), and all right, title and interest in and to the Revenue Share Interests shall follow the Securities (and vice versa).

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

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

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

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

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

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

The Issuer reserves the right to change the Escrow Agent at its sole discretion, which may result in delays or operational adjustments.

The Issuer reserves the right, in its sole discretion, to replace the Escrow Agent at any time during the Offering. In the event of such a change, investor funds held in escrow may be transferred to a new escrow account with a different financial institution. Any such transition will be conducted in compliance with applicable laws and regulations; however, Investors should be aware that a change in Escrow Agent may result in processing delays, modifications to administrative procedures, or other operational adjustments that could affect the timing of investment processing and disbursement of funds. The Intermediary assists in establishing and managing escrow accounts, including communicating with the Escrow Agent via API, and any transition to a new escrow agent may require adjustments to these processes.

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 Issuer could potentially be found to have not complied with securities law in connection with this Offering related to a Reservation Campaign (also known as “Testing the Waters”).

Prior to filing this Form C, the Issuer engaged in a Reservation Campaign (also known as “testing the waters”) permitted under Regulation Crowdfunding (17 CFR 227.206), which allows issuers to communicate to determine whether there is interest in the offering. All communication sent is deemed to be an offer of securities for purposes of the antifraud provisions of federal securities laws. Any Investor who expressed interest prior to the date of this Offering should read this Form C thoroughly and rely only on the information provided herein and not on any statement made prior to the Offering. The communications sent to Investors prior to the Offering are attached as Exhibit F. Some of these communications may not have included proper disclaimers required for a Reservation Campaign.

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 the greater of (A) the amount determined pursuant to the following schedule (1) 0% of any amounts raised up to $500,000 and (2) 5% of any amounts raised exceeding $500,000.01 but not exceeding $5,000,000 in the Offering or (B) a cash fee of fifteen thousand dollars ($15,000.00). MCT Entertainment Labs LLC3 has paid the Intermediary a non-refundable fee of seven thousand five hundred dollars ($7,500.00) related to certain onboarding expenses. 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.

3 MCT Entertainment Labs LLC is an investor in the Issuer. The Issuer will reimburse MCT Entertainment Labs LLC the $7,500 onboarding fee after the closing of this 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

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 the Securities 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 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.

Each Investor must purchaser the Securities in the Offering for Investor’s own account for investment.

Each Investor must purchase the Securities for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and each Investor must represent it has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Investor must acknowledge and agree that the Subscription Agreement and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor representations.

Investors purchasing the Securities in this Offering may be significantly diluted as a consequence of subsequent financings.

The Securities being offering 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 Securities stock will be subject to dilution in an unpredictable amount. Such dilution will reduce an Investor’s control and economic interests in the Issuer. The amount of additional financing needed by Issuer will depend upon several contingencies not foreseen at the time of this offering. Each such round of financing (whether from the Issuer or other investors) is typically intended to provide the Issuer with enough capital to reach the next major corporate milestone. If the funds are not sufficient, Issuer may have to raise additional capital at a price unfavorable to the existing investors, including the purchaser. 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 predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain such financing on favorable terms could dilute or otherwise severely impair the value of the Securities.

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.

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.

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