IP3

IP3 is an incubator of web3 inclusive entertainment IP

$86,790

7% raised of $1.24M max goal

Investors

47 days

Left to invest

Invest in IP3

$500 minimum investment · Deal terms

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by IP3 Labs Inc.. View the official SEC filing and all updates:

Form C SEC.gov

Company documents

IP3 SAFE IP3 Labs Inc Form C.pdf

Hear from some of the 66 people reserved or invested in IP3

Highlights

Founded by the family behind the Batman film franchise, & many others
Co-founded by entertainment, media & technology industry veterans
Strong relationships in licensing, publishing & entertainment
Global network of strategic production/distribution partners & investors
Tokyo office in Q4 2024 to tap into global anime & pop culture trends
Strong presence in Asia and the Middle East for global reach
Advisors include entertainment industry veterans

Opportunity

Imagine going back to the 1990s and investing in your favorite entertainment franchises before they became globally recognized brands. This is your chance to be an early investor in the next potential global entertainment giants. You’ll have the unique opportunity to support and shape innovative projects from the ground up. Join us and be a part of the IP development journey.

Our inspiration

Michael Uslan, the visionary originator and executive producer of the Batman film franchise, brings a legacy of invaluable industry connections to IP3.

Michael Uslan’s contributions to the entertainment industry extend beyond the Batman franchise and include “The Joker” movies, “The Lego Movie,” “Constantine,” and the Emmy award-winning “Where On Earth Is Carmen Sandiego” series.

Michael Uslan recognized the niche but passionate fan base of comic book communities early on and saw the potential to develop their IP into mainstream entertainment.

He helped pave the way for comic book IP to enter Hollywood, starting with Batman in 1989 and continuing to this day. His son, David Uslan, sees many parallels between the 1980s comic book communities and today’s Web3 communities. He aims to help these communities bridge the gap and reach their full IP potential, transforming into global entertainment franchises.

Alongside his accomplished career in film production, Michael, together with his son David Uslan, serves on the board of advisors for San Diego Comic-Con and the Comic-Con Museum. This role underscores their commitment to celebrating the art and innovation of creators and their influence on global pop culture.

With these deep-rooted relationships, IP3 possesses an established global network of strategic partnerships that span the entire entertainment industry. These connections are more than professional ties; they are deeply personal bonds formed and strengthened over decades.

This unique network fosters a culture of trust and reliability that is crucial for the development of early-stage IP.

Creators partnering with IP3 will benefit directly from this multigenerational network of industry contacts, gaining an invaluable level of access to opportunities that can elevate their projects from innovative concepts to global entertainment franchises.

Our ecosystem

Our ecosystem encompasses every facet of the entertainment industry.

From live action production and animation to gaming and immersive entertainment, we provide a robust network of resources and expertise. This allows intellectual property (IP) to reach its full potential across various platforms and market segments.

By integrating solution partners for licensing, legal support, financing, PR and marketing, and more, we ensure that every project receives the support it needs to thrive.

Our multigenerational relationships in the industry further strengthen our ecosystem.

Traction

Joining our community of investors gives you early access to exciting new projects while building valuable connections within our ecosystem.

Investors private key

Vision and strategy

Our team

Deal terms

Valuation cap

$20,000,000

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

Minimum investment

$500

The smallest investment amount that IP3 is accepting.
Learn more

Maximum investment

$500,000

The largest investment amount that IP3 is accepting.
Learn more

Funding goal

$1.24M

IP3 must achieve its minimum goal of $50K before the deadline. The maximum amount the offering can raise is $1.24M.
Learn more

Deadline

IP3 needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
Learn more

Type of security

SAFE

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

Nominee Lead

Chief Executive Officer of the Company (Currently David Uslan)

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

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by IP3 Labs Inc.. View the official SEC filing and all updates:

Form C SEC.gov

Company documents

IP3 SAFE IP3 Labs Inc Form C.pdf

Bonus perks

In addition to your SAFE, you'll receive perks for investing in IP3.

Invest

$500

Receive

Joker: Folie à Deux Early Private Screening Free Ticket on October 2, in Hollywood, California + access to purchase up to 20 tickets for family and friends
⁠IP3 Investor Hoodie
Private IP3 investor newsletter
Complimentary Private Key Collective Membership (includes access to the IP3 network, private event invites and travel + lifestyle perks)

Invest $500

Invest

$5,000

Receive

All perks from the $500 level
⁠Invitations to IP3 investor only events
Access to deal flow of other investment opportunities in our network
⁠Introductions to fellow angel investors and partners in the IP3 network
⁠First access to early invest in new IP3 projects in development

Invest $5,000

Invest

$10,000

Receive

All perks from the $500 and $5,000 level
⁠Strategic partnership opportunities with IP3 in certain markets sectors
Invitations to join advisory boards and committees of IP3 projects
⁠Co-host IP3 investor events

Invest $10,000

About IP3

Legal Name

IP3 Labs Inc.

Founded

Nov 2023

Form

Delaware Corporation

Employees

Website

ip3.io

Social Media

Headquarters

12605 Ventura Blvd #1094 , Studio City, CA

Headquarters

12605 Ventura Blvd, #1094, Studio City, CA, United States 91604

IP3 Team

Everyone helping build IP3, not limited to employees

David Uslan

Co-Founder & CEO

Film and TV production veteran. 20 years and counting of working with his mentor and father, Michael Uslan, originator and Executive Producer of the Batman film franchise. Advisory board member of Stan Lee Foundation and San Diego Comic-Con Museum.

Sarah Weinstock

Co-Founder & COO

Entertainment industry veteran with 22 years spent at major Hollywood studios and independent production companies across strategy, business development, operations, finance, deal analysis, licensing, and distribution. Web3 co-founder and creator.

Christine Lu

Co-Founder & Chief Strategy Officer

Two decades of cross border and cross sector business and investment experience between the U.S. and Asia. Community builder, serial social entrepreneur, early stage tech founder, startup advisor and investor. Web3 co-founder and creator.

Josh Lawler

Co-Founder

Managing Partner of Zuber Lawler. Primary areas of practice are in mergers & acquisitions and securities law. Practices at the cutting edge of law relating to emerging industries and tech, including cannabis and distributed ledger technology.

Tom Zuber

Co-Founder

Managing Partner of Zuber Lawler known for managing complex deals, intellectual property, and litigation worldwide. Pioneering advocate in emerging industries like Web3, esports, and legalized cannabis, reflecting his role as a passionate futurist.

Michael Cheng

Head of Web3 & Creator Relations

Entered the blockchain and crypto space in 2017. Engaged in business development, strategy, creator relations and community building. He also specializes in investment real estate. Active holder and community member of many prominent NFT projects.

Keri Brownrigg

Operations and Communications Manager

Over 10 years in Operations Management. An Honours Bachelors Degree from the University of Waterloo in Legal Studies. Certificate in Copyright in Multimedia from Duke University. Involved in IP and Copyright protection.

Larry Mei

Product Designer / Strategist

A decade of expertise in UX and Design, including brand development and successful launches of multiple ecommerce brands. Specializing in crafting seamless digital experiences to the intersection of technology and design.

Kyle Godwin

Project Coordinator

Young entrepreneur who is passionate about robotics, gaming, comic books, and manga; working across all IP3 projects. Aspiring film and media student with an interest in bridging technology and storytelling.

Michael Uslan

Advisor

Originator & Executive Producer of the Batman film franchise, Strategic Advisor on Stan Lee Universe, New Jersey Film Commission Chairman, Advisor Board of San Diego Comic-Con and Comic-Con Museum.

Twila True

Advisor

Co-Founder of True Family Enterprises, Volume Ventures and America Innovates. Member of the Oglala Lakota Sioux Tribe. Advisory Council, NMSDC

John Nee

Advisor

Co-Founder & CEO of Cryptozoic Entertainment, former Head of Publishing for Marvel Entertainment, former Adjunct Assistant Professor of Interactive Media & Games at USC

Lindsay Sloane

Advisor

Head of MGM Scripted TV at Amazon Studios; former Senior EVP of Scripted TV at MGM. Lindsay has overseen the development & production of acclaimed series The Handmaid’s Tale and Wednesday, as well as popular series Fargo, and Vikings: Vahalla

10 more team members

David Uslan

Co-Founder & CEO

Sarah Weinstock

Co-Founder & COO

Christine Lu

Co-Founder & Chief Strategy Officer

Josh Lawler

Co-Founder

Tom Zuber

Co-Founder

Michael Cheng

Head of Web3 & Creator Relations

Keri Brownrigg

Operations and Communications Manager

Larry Mei

Product Designer / Strategist

Kyle Godwin

Project Coordinator

Michael Uslan

Advisor

Twila True

Advisor

John Nee

Advisor

Lindsay Sloane

Advisor

FAQ

How do I earn a return?

We are using Republic's SAFE security. Learn how this translates into a return on investment here.

What must I do to receive my equity or cash in the event of the conversion of my SAFE?

Suppose the Company converts the SAFE as a result of equity financing. In that case, you must open a custodial account with the custodian and sign subscription documentation to receive the equity securities. The Company will notify you of the conversion trigger, and you must complete the necessary documentation within 30 days of such notice. If you do not complete the required documentation within that time frame, you will only be able to receive an amount of cash equal to (or less in some circumstances) your investment amount. Unclaimed cash will be subject to relevant escheatment laws. For more information, see the Crowd SAFE for this offering.

Suppose the conversion of the SAFE is triggered as a result of a Liquidity Event (e.g. M&A or an IPO). In that case, you will be required to select between receiving a cash payment (equal to your investment amount or a lesser amount) or equity. You are required to make your selection (and complete any relevant documentation) within 30 days of receiving notice from the Company of the conversion trigger, otherwise, you will receive the cash payment option, which will be subject to relevant escheatment laws. The equity consideration varies depending on whether the Liquidity Event occurs before or after an equity financing. For more information, see the SAFE for this offering.

What is tokenization?

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

The Republic SAFE provides companies the option to mint and distribute a token representing the SAFE. Further, if applicable, companies may also decide to mint and distribute a token that represents equity that the SAFE converts into.

What role do investors play in project development?

Investing in IP3 allows you to hold equity in our portfolio of entertainment IP, many of which originates from the Web3 space. As IP3 investors, you will have access to a network of investors, creators, builders, changemakers, and industry experts, where opportunities are created. This network not only fosters connections among investors, but can also create avenues for further opportunities beyond initial investments. Through the investor community, we aim to enrich your experience, providing a platform for collaboration, knowledge exchange, and the potential for involvement in future ventures.

There will be opportunities for involvement in development, production, and distribution on IP3 projects; the involvement level will depend on individual project requirements and areas of expertise needed. IP3 will prioritize the sourcing of qualified service providers, vendors, and talent for our projects from within our investor and project communities.

Can creators collaborate with IP3?

Our initial phase is primarily focused on our first 1,000 investors who will make up the Founding Investor group. However, we have a strong interest in having creators join us in our investor community. We've deliberately set the Community Investor minimum investment level at an accessible $500, to encourage creators to become part of our foundational investor community right from the start. This not only allows creators to contribute to our early ecosystem as equity holders, but also enriches it with their unique perspectives as creators.

Once we've welcomed our first 1,000 Founding Investors, we're excited to launch IP3's "Private Key," a community deeply rooted in Web3 culture, and designed to embrace both creators and collectors. This upcoming phase will pave the way for more direct collaboration opportunities with IP3 and within our network.

What is the Private Key Mint Pass?

The Private Key Mint Pass is an NFT that grants access to IP3's "Private Key" Web3 community launching in Q2. There will be a maximum of only 3,000 Private Keys.

Founding Investors, the first 1,000 backers of this campaign, receive a complimentary Private Key Mint Pass, which will allow them to mint their Private Key for FREE. The mint date and price are yet to be finalized, making early investment a valuable path to exclusive community access.

The remaining IP3 investors will have priority access to mint a Private Key at a special mint price before it launches to partner communities.

Can I be eligible for multiple perk packages of the same investor tier?

No, each investor is only eligible for one package of perks based on the investor level they want to be in, however the higher investment level tiers also include all perks from the lower level tiers. The true value an equity stake in IP3 based on the amount you invested. The perks are a bonus.

When will the private Comic-Con events take place?

The private events will take place during San Diego Comic-Con in late July. We are currently in the planning stage, so more details will be announced at a later date.

How do I become a Founding Investor?

To become a Founding Investor in IP3, simply be amongst the first 1,000 individuals to back the project at any investment tier level. By joining early, you'll automatically gain the status of "Founding Investor", which entitles you to special perks like priority access into our ecosystem and a complimentary Private Key Mint Pass when our Web3 community launches in Q2.

Can I sell the Private Key Mint Pass as a Founding Investor?

The initial Private Key Mint Pass will be a non-transferable token, however once we launch our Web3 community in Q2 and your Private Key is minted, it will become a tradable NFT.

What are the benefits of investing in IP3?

Investors are equity shareholders in the projects and communities we develop into entertainment franchises. Investors gain access to a global network of fellow investors, exclusive deals, and the opportunity to contribute to and benefit from, the latest innovations in all areas of entertainment.

How does IP3 select projects for development?

IP3 founders have decades of experience in entertainment IP development. Projects are chosen based on their potential to become global entertainment franchises, their alignment with Web3 values, and the strength of the creative vision behind them, with input from our community and strategic partners.

Who can invest in IP3?

IP3 welcomes investors at various levels during this early stage, from Community Investors with a $500 minimum investment to Visionary Investors at a $100,000 minimum investment, each offering distinct benefits and levels of involvement in the IP3 ecosystem. Please refer to the Our IP3 Investor Community section.

Still have questions? Check the discussion section.

Show all FAQ

Risks

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

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

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.

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.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Issuer and present and future market conditions. Our business currently does not generate any sales and future sources of revenue may not be sufficient to meet our future capital requirements. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

We may 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, including the Securities.

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, including the Securities.

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. This is particularly relevant as we explore various channels to monetize our intellectual property.

We rely on various partners and contractors to develop, produce, and commercialize our intellectual property.

Our ability to create, develop, and monetize our intellectual property may be adversely affected if our partners or contractors do not deliver the agreed-upon services or products in compliance with our requirements and in a timely and cost-effective manner. The quality of our IP and its various manifestations (such as books, games, films, or merchandise) may be adversely impacted if the companies to whom we delegate aspects of creation, production, or manufacturing do not meet required specifications or perform to our and our customers’ expectations. Our partners may be unable to quickly recover from disruptions such as natural disasters, health crises, or other events beyond their control, and may be subject to additional risks such as financial problems that limit their ability to fulfill their commitments. The risk of these adverse effects may be greater in circumstances where we rely on only one or two partners or contractors for a particular project or in a specific market. Some aspects of our IP development or commercialization may require specialized skills or resources available from only a limited number of sources. Continued availability of these specialized services or resources, at acceptable prices or at all, may be affected for various reasons, including if those partners decide to focus on other projects instead of working on our IP. Delays or constraints in the development, production, or distribution of our IP could adversely affect our business and results of operations.’

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

As a company primarily focused on creating and monetizing intellectual property, our business is particularly dependent on robust protection of our IP rights. 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 personnel.

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

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

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

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.

The Issuer is conducting a separate SAFE round simultaneously with this Regulation CF offering.

Concurrent with this Regulation CF offering, the Issuer is also conducting a separate financing round using SAFE (Simple Agreement for Future Equity) instruments. This simultaneous fundraising through different mechanisms may create additional complexity and risks. The terms of the SAFE agreements may differ from those of the Securities offered through this Regulation CF campaign, potentially providing different rights, privileges, or potential returns to SAFE investors compared to Regulation CF investors. The Issuer’s capitalization and the relative rights of various investors may be impacted by the successful closing of either or both of these financing efforts. Additionally, the Issuer’s attention and resources may be divided between managing these separate fundraising initiatives. Potential investors should carefully consider the implications of this concurrent fundraising strategy and how it might affect their investment in this Regulation CF offering.

We operate in an environment subject to various intellectual property, entertainment, and media regulations, and if we are found to be in violation of any applicable laws or regulations, our business could suffer.

Our business is subject to a range of federal, state, local, and international laws and regulations related to intellectual property rights, content creation and distribution, digital media, broadcasting, advertising, and consumer protection. These include copyright and trademark laws, content ratings systems, laws governing intellectual property licensing,

regulations on digital and online content distribution, data protection and privacy laws, and regulations related to marketing and advertising practices. As we expand into new markets and forms of media, we may become subject to additional regulatory requirements. The violation of these or future laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, injunctions, content removal, or restrictions on our ability to operate in certain jurisdictions. Compliance with these regulations may also result in increased costs related to legal counsel, content review processes, or changes to our operations. As the regulatory landscape evolves, particularly in areas like digital content and data privacy, we may need to adapt our business practices, which could require additional expenditures. Our failure to comply with applicable laws and regulations could materially adversely affect our reputation, business, financial condition, and results of operations.

We may face challenges in managing and protecting our intellectual property rights.

We may face significant challenges in managing and protecting our intellectual property rights. As our business revolves around IP creation and management, any failure to adequately protect our intellectual property rights could severely impact our operations and financial performance. This includes risks such as unauthorized use or infringement of our IP, challenges to the validity of our IP rights, or difficulties in enforcing our rights in certain jurisdictions. Additionally, the process of obtaining patent or trademark protection can be time-consuming and expensive. There’s also the risk that our protective measures may not be sufficient to prevent others from independently developing similar IP or circumventing our intellectual property rights. Furthermore, changes in laws or regulations relating to IP protection could make it more difficult or costly for us to protect our IP. Any significant impairment of our IP rights could harm our business and our ability to compete effectively.

Our success is tied to our ability to identify and work with talented creators and partners.

Our success is closely tied to our ability to identify and work with talented creators and partners. The quality and marketability of our IP largely depend on the skills and reputation of the creative talent we collaborate with, including writers, illustrators, directors, and actors. If we are unable to attract or retain key creative talent, or if relationships with our partners deteriorate, it could negatively affect the quality and marketability of our IP. This risk is heightened by the competitive nature of the entertainment industry, where top talent is in high demand. Additionally, our reliance on these relationships exposes us to risks such as key person dependency, creative differences, or potential scandals involving our collaborators that could damage our brand by association. Failure to maintain strong relationships with talented creators and partners could result in subpar content, missed market opportunities, and ultimately, a decline in our competitive position in the industry.

We operate in rapidly evolving and highly competitive entertainment markets.

We operate in rapidly evolving and highly competitive entertainment markets. The entertainment industry is subject to rapid technological change, shifting consumer preferences, new product and service introductions, and evolving industry standards. Our ability to stay relevant and compete effectively across multiple platforms and media types is crucial to our success. This includes keeping pace with developments in digital distribution, streaming services, virtual and augmented reality, and other emerging technologies. We face competition from both established players and new entrants in each of our operating segments, including gaming, publishing, licensing, film, television, and live events. Many of our competitors have substantially greater financial, marketing, and other resources than we do. If we fail to adapt to new technologies, platforms, or changes in consumer behavior, or if we are unable to compete successfully in our various markets, it could materially adversely affect our business, financial condition, and results of operations.

Our revenue streams are diverse and each carries its own risks.

Our revenue streams are diverse, and each carries its own risks. We aim to monetize our IP through various channels including gaming, publishing, licensing, film, television, and live events. Each of these markets has unique challenges, competitive landscapes, and economic sensitivities. For example, the success of our publishing efforts may be affected by declining readership trends, while our gaming ventures could be impacted by rapidly changing technology and user preferences. The film and television industries are subject to uncertainties regarding financing and commercial success

of productions. Our licensing business depends on the popularity of our IP and the success of our licensees. Live events face risks related to logistics, safety regulations, and potential disruptions (as evidenced by recent global events). Additionally, the success in one channel does not guarantee success in others, and poor performance in one area could offset gains in others. This diversity, while potentially beneficial for risk distribution, also requires us to continually adapt our strategies and allocate resources effectively across multiple business lines.

Our business may be adversely affected by changes in consumer preferences or trends.

Our business may be adversely affected by changes in consumer preferences or trends. The entertainment industry is subject to constant changes in consumer tastes, which can be unpredictable and rapidly evolving. What is popular today may quickly fall out of favor, and anticipating these shifts is challenging. If we fail to anticipate, identify, or react to these changes in a timely manner, we could experience reduced demand for our IP and associated products and services. This risk is amplified by the global nature of our business, as preferences can vary significantly across different geographic markets and cultural contexts. Additionally, broader societal trends, such as increased focus on diversity and representation or changing attitudes towards certain types of content, can impact the reception of our IP. Failure to successfully navigate these changing preferences could result in creative misalignment with our audience, leading to decreased popularity of our IP, reduced revenue, and potential damage to our brand and reputation.

We may face risks associated with expansion into new markets or business areas.

We may face risks associated with expansion into new markets or business areas. As we explore new revenue streams and markets for our IP, we may encounter unforeseen challenges or incur significant costs without guaranteed returns. This could include expansion into new geographic markets, new forms of media or technology, or new business models for IP monetization. Such expansions often require substantial upfront investments in market research, product development, marketing, and human resources. There’s no assurance that these investments will yield the anticipated returns. We may also face challenges in adapting our IP and business practices to local preferences and regulations in new markets. Additionally, entering new business areas may expose us to new competitors and unfamiliar operational challenges. If our expansion efforts are unsuccessful, it could result in financial losses, opportunity costs, and potential dilution of focus from our core competencies, ultimately impacting our overall business performance and financial health.

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 Exhibits C and D. 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) a fee of seven percent (7%) of the dollar amount raised in the Offering or (B) a cash fee of twelve thousand dollars ($12,000.00). The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

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

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

The Issuer has the right to extend the Offering Deadline.

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

The Issuer may also end the Offering early.

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

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

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

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

In connection with investing in this Offering to purchase a SAFE ((Simple Agreement for Future Equity) investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (the “Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of the Securities or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Securities, and as part of the conversion process the Nominee has the authority to open an account in the name of a qualified custodian, of the Nominee’s sole discretion, to take custody of any securities acquired upon conversion of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Nominee and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security.

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

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Issuer. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distribute, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the Terms of the Securities, the Nominee has the right to place shares received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Investors will only have a beneficial interest in the equity securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services.

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

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

Investors will not have voting rights, even upon conversion of the Securities.

Investors will not have the right to vote upon matters of the Issuer even if and when their Securities are converted (the occurrence of which cannot be guaranteed). Under the terms of the Securities, a third-party designated by the Issuer will exercise voting control over the Securities. Upon conversion, the Securities will continue to be voted in line with the designee identified or pursuant to a voting agreement related to the equity securities the Security is converted into.

For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would directly or beneficially receive securities in the form of shares of Series B-CF Preferred Stock and such shares would be required to be subject to the terms of the Securities that allows a designee to vote their shares of Series B- CF Preferred Stock consistent with the terms of the Security. Thus, Investors will essentially never be able to vote upon any matters of the Issuer unless otherwise provided for by the Issuer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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