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Racing Prodigy, Inc.

World's first gaming-to-real motorsports league and media company
B2B B2C Media Production & Curation eSports
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About Problem Esports Real-Life Racing Biz. model Media Distribution Growth plans Team
About Team Press FAQ Risks Discussion

Documents

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


10-24 employees
Company has 10-24 employees on payroll
$5M+ raised
Company has previously raised over $5M in capital
  • Prodigy Racing League: Esports > Real Tryouts > Draft > P3 Series > P2 > P1
  • 300,000+ from 150+ countries have competed in Prodigy esports tournaments
  • 30 drivers raced 10 Rounds in Season 1 P3 Championship, Nov 2024-Mar 2025
  • Real Madrid keeper Thibaut Courtois & Formula 1 org. field real race teams
  • Amazon, Roku, Samsung, LG, RACER Network broadcast Season 1 P3 Series
  • 4x Emmy award winner & INDYCAR lead producer (former F1) lead media team
  • Revenue: Media rights, sponsorships, memberships and 55M PRL social reach

About


Founded in 2022, Racing Prodigy™ is a media and technology company pioneering the next evolution of motorsports. It created the Prodigy Racing League™ (PRL™)—the world’s first esports-to-real-life (e2Real™) racing league.

PRL democratizes motorsports—offering a merit-based path to real racing careers—removing the traditional barrier of extreme costs through gaming, transforming the elite into professional, real-world drivers.

Problem


While motorsports global fandom and demand to race cars are on the rise...


It's cost prohibitive. You can watch but not compete.

Esports


Thankfully, technology offers a solution...

Nissan and Mazda first proved sim racing skills transfer to the real track, providing aspiring drivers with a low-cost way to enter motorsports (equal to traditional sports)—no wealth or connections required. Racing Prodigy's CEO led Mazda's program.

Esports unlocks motorsports' access problem, giving a massive, global, and diverse talent pool their opportunity to break into real racing.

300,000+ gamers have competed on mobile, controller, or wheel/pedals in the Prodigy tournaments. Millions are anticipated.

In Season 1, 32 winners earned all-expenses-paid trips to Atlanta Motorsports Park (USA) to real-life racing tryouts. 

Real-Life Racing


In Season 1, 32 esport winners were put to the test, competing in real-life racing tryouts at Prodigy Week.

Of the 32 drivers, 24 were drafted by six racing teams inside the Williams Formula 1 Fan Zone in London, England to race in the inaugural real-life Prodigy Three (P3) Championship.

PRL teams are led by Williams—a Formula 1 powerhouse, the world’s #1 goalkeeper (ESPN) Thibaut Courtois, and other top organizations.

Drivers are coached by some of motorsports' top talents from F1, INDYCAR, and NASCAR.

Season 1 drafted drivers competed in the five event, 10-round P3 Championship to start their real racing career up the PRL ladder.

Season 2 real racing series kicks off in 2026 with the P3 Championship PLUS the debut of the P2 Championship with five planned race events.

The top 20 drivers from P3 (Season 1) move up to the P2 Championship in a faster race car.

A new incoming class of drivers race in the P3 Championship in their pursuit to move up to P2 the following season.

Season 2 real-life racing also introduces a new race car—the Revolution 500—raced in both the P3 and P2 Championships. 

In 2027, the best of the best will advance to the PRL's top level - the P1 Championship - completing the PRL's three-tiered, real-racing league.

The world's first e2Real ladder features a never-before-seen elimination-style format, giving deserving racers aged 13+ their opportunity while creating excitement and drama for race fans, the broader audience, TV and streaming networks, and sponsors.

Business model


Racing Prodigy is global + gaming + real motorsports, offering a total addressable market greater than 2 billion. 

Monetization spans global media rights (race broadcasts & docuseries), sponsorships (esports & real), and end-users (gaming participation, merch & apparel).

Projected FY 2026 (Jan - Dec) revenue growth is expected to be 4–5x, driven by the debut of the P2 Championship and:

  • Additional race teams (from 6 to 12),
  • Global TV distribution for two series (from P3 to P3 & P2),
  • Docuseries debut (Season 1), 
  • Social media community growth, 
  • Increased esports participation, 
  • Memberships & marketplace featuring exclusive content, merchandise, and engagement, and
  • Sponsorships from endemic (sim racing, automotive) and non-endemic (CPG, other) partners for esports, real-world racing, and media content.

Racing Prodigy's community is global, diverse, young and passionate.

Media Distribution


Global Media

Season 1 TV Series

The first season of Prodigy Racing League (10 episodes featuring the P3 Championship) is on TV and streaming platforms, first airing on RACER Network in March 2025 and then picked up by Roku, Amazon Freevee, Samsung TV, LG Channels, and others.  

View the preview show HERE.

The Docuseries

Racing Prodigy's docuseries: Pursuit of the Dream—modeled after Formula 1: Drive to Survive on Netflix, expected to debut 2026.

Community & Reach

Surpassing INDYCAR on YouTube in May, with more than 500,000 subscribers, Racing Prodigy is targeting 2M before Season 2 real-life racing, accelerating monetization and passing NASCAR.

The media understands we are transforming a global sport.

1,400+ placements (Forbes, Entrepreneur, VentureBeat, Sportico)

Growth plans


  • Prodigy Two (P2) Championship debuts 2026
  • Prodigy One (P1) Championship debuts 2027
  • Racing Prodigy iOS/Android mobile game with path to earn Prodigy Passes to real-life racing tryouts debuts 2027 
  • PRL Fantasy Racing debuts 2027
  • Integration of PRL sports betting 
  • Media distribution expands internationally
  • New tech implemented to enhance fan and participant access and experiences



Team


Led by:

  • Lead producer of INDYCAR (former producer NASCAR & F1)
  • Former VP of live events at ESPN
  • 4x Emmy winner
  • Former Mazda executive who spearheaded it's gaming-to-real racing program and its pro racing series
  • Former Commissioner of the Australian National Basketball League
  • Former SVP at Intel Corp., growing its microprocessor unit from $40 million annually to $4 billion

The team's vision & mission: To pioneer the next evolution of motorsports, opening it to billions around the world, by leveraging (gaming) technology and media.

Deal terms


Minimum investment

$96

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

Maximum investment

$249,996

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

Funding goal

$1.23M

Racing Prodigy, Inc. must achieve its minimum goal of $75K before the deadline. The maximum amount the offering can raise is $1.23M.
Learn more

Deadline
Racing Prodigy, Inc. campaign will end on .
Type of security

Common Stock shares

Common stock issued by Racing Prodigy, Inc
Learn more

Price per share

$6

The price of each share of Common Stock.

How it works

Documents

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

Bonus perks

In addition to your Common Stock shares, you'll receive perks for investing in Racing Prodigy, Inc..
Invest
$250
Receive
  • Digital Welcome Pack: Personalized digital stock certificate and exclusive Racing Prodigy digital artwork
  • Name on "The Starting Grid – Investor Honor Wall": Optional public recognition on a dedicated webpage on the Racing Prodigy website (opt-in required).
  • Public Acknowledgment: Thank you post on Racing Prodigy’s social media
Invest
$500
Receive
  • All previous perks, plus:
  • Gift of one (1) three-year Racing Prodigy esports competition membership: For you or someone you choose—grants ongoing eligibility to compete in all open PRL esports events
  • Early Access to New Merch Drops: First dibs on select limited-run RP apparel
Invest
$1,000
Receive
  • All previous perks, plus:
  • Gift of two (2) additional three-year Racing Prodigy esports competition memberships
  • Gift of a 1-year Single Language Learning Subscription from our partner Rosetta Stone
  • An exclusive Racing Prodigy premium hat shipped directly to you
  • Limited Edition Commemorative Racing Prodigy Challenge Coin: Same coin received by PRL drivers upon completion of Prodigy Week Season 1.
Invest
$2,500
Receive
  • All previous perks, plus:
  • Gift of two (2) additional Racing Prodigy esports competition Memberships
  • A premium Limited-Edition Racing Prodigy long-sleeved button-up shirt shipped directly to you
  • Virtual Meet & Greet: Access to a live online session with Racing Prodigy executives, drivers, team coaches, and team principals (e.g., CEO David Cook, NASCAR driver Katherine Legge, Former F1 driver Max Papis)
Invest
$5,000
Receive
  • All previous perks, plus:
  • You and one guest receive an All-Access Pass to a Prodigy Racing League event of your choice in the 2026 Calendar Year: Includes on-track hot lap ride-along in a race car or pace car
  • Custom Racing Prodigy Jacket: Stylish and exclusive, shipped only to this tier and above
  • Name on Digital Race Car and Broadcast Shoutout: Featured during one Season 3 esports competition livestream finals
Invest
$10,000
Receive
  • All previous perks, plus:
  • Your name featured on a P3 & P2 Championship race car for one event of your choosing.
  • Exclusive authentic team-issued polo
  • Race-used Collectible: Authentic race-worn gloves, checkered flag, or tire section signed by a Prodigy driver
Invest
$25,000
Receive
  • All previous perks, plus:
  • Jersey signed by Season 1 PRL drivers, coaches, and team principals
  • You + one (1) guest invited to attend all PRL real-world racing events, with VIP access to the paddock, pit lane, driver meet & greets, & hospitality areas through 2028.
  • Access to annual private investor update with Racing Prodigy executive team.
  • Direct Input Opportunity: Provide feedback or ideas on new fan engagement & league initiatives
Invest
$50,000
Receive
  • All previous perks, plus:
  • Custom-painted FIA-certified Racing Prodigy helmet with your name
  • Sit down in the chair for an interview to be integrated into the PRL docuseries or race broadcast
  • VIP PRL Experience (select one): 1) Announce a draft pick on stage at Prodigy Week or 2) Present a trophy to a winning driver at a 2026 PRL race or 3) Wave the checkered flag at a 2026 PRL race
Invest
$100,000
Receive
  • All previous perks, plus:
  • Join the Visionary’s Circle with exclusive access to content previews, league reveals and special planning events
  • Name listed in the Racing Prodigy "Hall of Fame" and featured on a real car for the 2026 race season
  • Name a seasonal PRL award with branding and on-stage recognition
  • All-expenses-paid VIP trip to a 2026 PRL race event of your choice, including driving the Prodigy race car on the racetrack

About Racing Prodigy, Inc.

Legal Name
Racing Prodigy, Inc
Founded
May 2022
Form
Delaware Corporation
Employees
5
Website
racingprodigy.com
Social Media
Headquarters
Google Map location of of Racing Prodigy, Inc.
2212 S Chickasaw Trail Unit 2164 2164 , ORLANDO, FL
Headquarters
2212 S Chickasaw Trail Unit 2164, 2164, ORLANDO, FL, United States 32825

Racing Prodigy, Inc. Team
Everyone helping build Racing Prodigy, Inc., not limited to employees

Profile picture of David Cook
David Cook
CEO
With 15 years in motorsports, including 8 at Mazda leading grassroots and pro racing programs, David launched series and managed multimillion-dollar development. He co-founded Racing Prodigy to transform the sport he loves.
Profile picture of Matt Fassnacht
Matt Fassnacht
Executive Chairman
A VC partner, 2X pro racing champ, and former $2.5B hedge fund manager, Matt spent 25 years in public equities. A Wharton MBA, he co-founded Racing Prodigy to open access to the sport he couldn’t afford growing up.
Profile picture of Tim Hedke
Tim Hedke
CFO
With 25+ years as CFO, COO, and SVP, Tim's led M&A, capital raises, and growth across industries. He holds an MBA from Rollins and brings a data-driven approach to scale Racing Prodigy’s mission to transform motorsports.
Profile picture of Marc Werschkul
Marc Werschkul
CCO
4-time Emmy-winning producer, Marc has 25 years in live and original sports programming producing for the NHL, Dodgers, and Lakers on networks such as ABC, ESPN, and Fox Sports. As Racing Prodigy Chief Content Officer, Marc leads TV production.
Profile picture of David McCaman
David McCaman
CMO
25+ years in tech, media & gaming driving brand partnerships and activations for NFL, NASCAR, NBA, Activision, CBS & more, David now leads Racing Prodigy’s community efforts with a focus on gamers and next-gen motorsports fans.
Profile picture of J. Christopher  Hamilton
J. Christopher Hamilton
Executive Producer
Entertainment attorney and producer with 20+ yrs at Disney, Paramount & Lionsgate. Built Kevin Hart’s LOL Network, sold shows to BET & HBO, and champions diverse voices.
Profile picture of Kent Stacy
Kent Stacy
COO
6-time racing champion and mechanical engineer, Kent has developed elite drivers through his S3 Racing program. He’s led 12 title-winning teams and now brings decades of motorsports expertise to Racing Prodigy.
Profile picture of Dave House
Dave House
Senior Advisor - Business
Grew Intel’s Microprocessor business from $40M to $4B. Dave later led multiple tech firms as CEO/Chairman. A 25-year racer and vineyard owner, he’s Vice Chair of the Computer History Museum and active on nonprofit boards.
Profile picture of Rick Burton
Rick Burton
Senior Advisor - League Creation & Management
Former United States Olympic Committee CMO and Australia's National Basketball League Commissioner, Rick has advised top brands such as Visa, Intel, FedEx, the NFL, and Ganassi Racing and joined Racing Prodigy as its first advisor.
Profile picture of Pam Miller
Pam Miller
Senior Advisor - Media & Production
An Emmy-winner, Pam has produced motorsports TV shows for 30+ years for NASCAR, Formula One and others. She’s lead producer for INDYCAR and oversees Racing Prodigy's TV shows.
Profile picture of Max Papis
Max Papis
Senior Advisor - Driver Performance
Former racer in F1, INDY, NASCAR & Le Mans, Max now leads Max Papis Innovations, serves as INDYCAR's lead steward, coaches NASCAR's William Byron and PRL drivers while also serving as a judge.
Profile picture of Cindy Sisson
Cindy Sisson
Senior Advisor - Women in Motorsports
Executive Director of Women in Motorsports North America and a veteran sales/marketing exec with a track record in Fortune 500s, sports, and nonprofits, Cindy champions opportunities for women across the motorsports industry.
9 more team members
David Cook
CEO
Matt Fassnacht
Executive Chairman
Tim Hedke
CFO
Marc Werschkul
CCO
David McCaman
CMO
J. Christopher Hamilton
Executive Producer
Kent Stacy
COO
Dave House
Senior Advisor - Business
Rick Burton
Senior Advisor - League Creation & Management
Pam Miller
Senior Advisor - Media & Production
Max Papis
Senior Advisor - Driver Performance
Cindy Sisson
Senior Advisor - Women in Motorsports

Press

Racing Prodigy Turns Gamers Into Pro Race Car Drivers | E...
Entrepreneur Entrepreneur
·
Dec 9, 2024

Racing Prodigy's innovative E2Real sports league is lowering the high-cost barrier to entry for drivers to take their pas...

Racing Prodigy gives sim racing drivers a shot at real mo...
The Manual The Manual
·
Nov 6, 2024

The Prodigy Racing League gives talented gamers a way to earn a contract to race real cars.

Gustavo Ariel Crowned First-Ever Racing Prodigy Winner
·
Nov 6, 2023

This exhilarating event marked the culmination of Prodigy Week, the first part of Season 1, which saw 12 sim racers from ...

Motorsports' Race to the Future Might Just Start on Gamin...
Sportico.com
·
Jun 6, 2023

What if video gamers, via titles incorporating steering and accelerating, braking and drafting, could "win" their way int...

Prodigy Racing League launches, blending esports and moto...
VentureBeat VentureBeat
·
Jun 1, 2023

The Prodigy Racing League is giving sim racing gamers the chance to join the world of motorsports through esports competi...

Racing Prodigy Puts Video Game Champs In Real Cars For Ne...
Forbes Forbes

Racing Prodigy hopes to turn dozens of the best racing game players into real-world drivers on a new circuit, while build...

FAQ

How do I earn a return?

How do I earn a return?

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

What are the risks associated with investing in equity securities?

What are the risks associated with investing in equity securities?

Equity security investments are subject to market fluctuations, company-specific risks, and general economic conditions. Prices can be volatile, and there is risk of losing the invested capital. 


Remember, investing always carries risks, and it's essential to conduct thorough research or consult with a financial advisor before making investment decisions.

What is a custodian and what is a custodial account?

What is a custodian and what is a custodial account?

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

Why use a custodial account?

Why use a custodial account?

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


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

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

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

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


The custodial account creation process is hosted in our investment checkout system, meaning you will commit your investment and establish your account with BitGo all at once. During investment checkout, you will be automatically prompted to review and sign certain custodial documents with BitGo. In addition, you may be asked to provide certain information to verify your identity. Once completed, you will receive an email confirming your investment commitment.

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

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

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

Does it cost me anything to open a custodial account with BitGo Trust Company?

Does it cost me anything to open a custodial account with BitGo Trust Company?

  • Right now, there are no costs for investors to open a custodial account.

  • Custodial accounts do sometimes have a low annual cost to maintain; however, such costs are covered for the investor in this offering at this time.

Why would a company use a custodian like BitGo?

Why would a company use a custodian like BitGo?

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

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

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

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

  • Albania

  • Belarus

  • Bosnia and Herzegovina

  • Burundi

  • Central African Republic

  • Cote D'Ivoire

  • Cuba

  • Dominican Republic

  • DR Congo

  • Iran

  • Iraq

  • Laos

  • Lebanon

  • Libya

  • Montenegro

  • Mozambique

  • Nicaragua

  • Nigeria

  • North Korea

  • Pakistan

  • Russia

  • Serbia

  • Somalia

  • South Sudan

  • Syria

  • Tanzania

  • Turkey

  • Ukraine

  • Venezuela

  • Yemen 

  • Zimbabwe


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

Risks

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

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

Global crises and geopolitical events can have a significant effect on our business operations and revenue projections.

A significant outbreak of contagious diseases 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 or the exercise of any security exercisable 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 exercisable or 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 or exercise of any security convertible or exercisable into shares of our common stock.

We may implement new lines of business or offer new products and services within existing lines of business.

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

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

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

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

The Issuer relies on certain intellectual property rights to operate its business. The Issuer’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that

others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risk of Integration with Other Offerings.

The Issuer may, during or after this Offering, conduct other offerings of its securities under different exemptions from registration under the Securities Act of 1933, as amended. Although the Issuer will structure and conduct any such other offering to comply with its own applicable exemption and will take reasonable steps to prevent this Offering from being integrated with any such other offering pursuant to Rule 152 under the Securities Act, there can be no assurance that the Securities and Exchange Commission or another regulatory authority would not view multiple offerings as part of the same plan of financing. If offerings were integrated, the availability of exemptions relied upon by the Issuer could be challenged, which could require the Issuer to register the sale of securities, rescind sales made to investors, and incur substantial costs. Integration could also limit the Issuer’s ability to raise capital and have a material adverse effect on its business and financial condition.

If we do not consistently deliver popular products or if consumers prefer competing products, our business may be negatively impacted.

In order to remain competitive, we must continuously develop new products or enhancements to our existing products. Consumer preferences for games are usually cyclical and difficult to predict, and even the most successful content remains popular for only a limited period of time unless refreshed or otherwise enhanced. These products or enhancements may not be well-received by consumers, even if well-reviewed and of high quality. Further, competitors may develop content that imitates or competes with our best-selling games, potentially taking sales away from us or reducing our ability to charge the same prices we have historically charged for our products. These competing products may take a larger share of consumer spending than anticipated, which could cause product sales to fall below expectations. If we do not continue to develop consistently high-quality and well-received games, if our marketing fails to resonate with our consumers, if consumers lose interest in a genre of games we produce, if the use of cross- promotion within our mobile games to retain consumers becomes less effective, or if our competitors develop more successful products or offer competitive products at lower prices, our revenues and profit margins could decline. Further, a failure by us to develop a high-quality product, or our development of a product that is otherwise not well- received, could potentially result in additional expenditures to respond to consumer demands, harm our reputation, and increase the likelihood that our future products will not be well-received. The increased importance of downloadable content to our business amplifies these risks, as downloadable content for poorly-received games typically generates lower-than-expected sales. In addition, our own best-selling products could compete with our other games, reducing sales for those other games.

Our business and products are highly concentrated in the racing game genre, and our operating results may suffer if consumer preferences shift away from this genre.

All of our revenue is currently generated, and is expected to continue to be substantially generated, from products in the racing game genre. Accordingly, our future success will depend on the popularity of games in the racing game genre with consumers. Consumer preferences are difficult to predict and subject to frequent changes, and if interest in the racing game genre declines, even if our share of the racing game genre is stable or expands, our operating results could suffer. Additionally, our concentration in the racing game genre could place us at a disadvantage against other gaming companies that offer a more diverse selection of games.

If we do not provide high-quality products, our business may be negatively impacted.

Consumer expectations regarding the quality, performance and integrity of our products and services are high. Consumers may be critical of our brands, games, services and/or business practices for a wide variety of reasons, and such negative reactions may not be foreseeable or within our control to manage effectively. For example, if our games or services, such as our creation and organization of esports leagues and events, do not function as consumers expect, whether because they fail to function as advertised or otherwise, our sales may suffer. If any of these issues occur, consumers may stop playing the game and may be less likely to return to the game as often in the future, which may negatively impact our business.

If we fail to deliver products in a timely manner, our business may be negatively impacted.

Delays in product releases or disruptions following the commercial release of one or more new products could negatively impact our business, our revenues and reputation and could cause our results of operations to be materially different from expectations. This is particularly the case where we seek to release certain products in conjunction with key events, such as the beginning of a racing season or a major racing event. If we fail to release our products in a timely manner, or if we are unable to continue to improve our existing games by adding features and functionality that will encourage continued engagement with these games, our business may be negatively impacted. Moreover, if we

or our third-party developers experience unanticipated development delays, financial difficulties, or additional costs, we may not be able to release titles according to our schedule and at budgeted costs. There can be no assurance that our products will be sufficiently successful so that we can recoup these costs or make a profit on these products.

Additionally, the amount of lead time and cost involved in the development of high-quality products is increasing due to growing technical complexities and higher expectations from consumers. As a result, it is especially critical that we accurately predict consumer demand for such products. If our future products do not achieve expected consumer acceptance or generate sufficient revenues upon introduction, we may not be able to recover the substantial up-front development and marketing costs associated with those products.

Declines in consumer spending and other adverse changes in the economy could have a material adverse effect on our business, financial condition and operating results.

Our product purchases are predominately driven by discretionary spending by consumers. We believe that consumer spending is influenced by general economic conditions and the availability of discretionary income. This makes our products particularly sensitive to general economic conditions and economic cycles as consumers are generally more willing to make discretionary purchases, including purchases of products like ours, during periods in which favorable economic conditions prevail. Adverse economic conditions, including periods of increased inflation, unemployment levels, tax rates, interest rates, energy prices, or declining consumer confidence, could also reduce consumer spending. Reduced consumer spending may in the future result in reduced demand for our products and may also require increased selling and promotional expenses, which has had and may continue to have an adverse effect on our business, financial condition and operating results. Furthermore, uncertainty and adverse changes in the economy could also increase the risk of material losses on our investments, costs associated with developing and publishing our products, the cost and availability of sources of financing, and our exposure to material losses from bad debts, any of which could have a material adverse effect on our business, financial condition and operating results. If economic conditions worsen, our business, financial condition and operating results could be adversely affected.

We are particularly susceptible to market conditions and risks specific to the entertainment industry, which include the popularity, price, and timing of our products; changes in consumer demographics; the availability and popularity of other forms of entertainment and leisure; and critical reviews and public tastes and preferences, which may change rapidly and cannot necessarily be predicted.

Our revenue may be harmed by the proliferation of “cheating” programs and scam offers that seek to exploit our games and players, which may negatively affect players’ game-playing experiences and our ability to reliably validate our audience metric reporting and may lead players to stop playing our games.

Unrelated third parties have developed, and may continue to develop, “cheating” programs that enable players to exploit vulnerabilities in our games, play them in an automated way, collude to alter the intended game play or obtain unfair advantages over other players who do play fairly. If we are unable to discover and disable these programs quickly, our operations may be disrupted, our reputation may be damaged, players may stop playing our games and our ability to reliably validate our audience metrics may be negatively affected. These “cheating” programs and scam offers may result in lost revenue, divert our personnel’s time, increase costs of developing technological measures to combat these programs and activities, increase our customer service costs needed to respond to dissatisfied players, and lead to legal claims.

The video game and esports industry is significantly dependent on the popularity of a small number of games, and we may not have access to “hit” games or titles.

The video game and esports industries have generally been dominated by a select few “hit” game titles. Accordingly, the success of our esports events will be closely linked to the quality and popularity of the games we publish or support for our esports events. Further, if we are unable to produce engaging and popular games, we may fail to sell the expected number of console games, meet our target install number for our mobile games, attract sufficient numbers of gamers to participate in our esports events and our live esports streams may not attract a growing audience, all of which may have a material and adverse impact on our results of operations and financial conditions.

Our digital entertainment and social platform, and our other current and future digital entertainment and social platforms, are dependent on our ability to provide interesting and useful high-quality content.

The quality of the content offered on our current and future digital entertainment and social platforms is critical to the success of such platforms. In order to attract and retain users, we must offer interesting and useful high-quality content and enhance our users’ viewing experience. Further, we must remain sensitive to and responsive to evolving user preferences and offer content that appeals to our users. If we are unable to generate quality content satisfactory to our users, we may suffer from reduced user traffic, which could negatively impact our business.

We are subject to risks associated with operating in a rapidly developing industry and a relatively new market.

Many elements of our business are unique, evolving and relatively unproven. In particular, our esports business and prospects depend on the continuing development of live streaming of competitive esports gaming. The market for esports and amateur online gaming competitions is relatively new and rapidly developing and is subject to significant challenges. Our business relies upon our ability to cultivate and grow an active gamer community, and our ability to successfully monetize such community through tournament fees, subscriptions for our esports gaming services, and advertising and sponsorship opportunities. In addition, our continued growth depends, in part, on our ability to respond to constant changes in the esports gaming industry, including rapid technological evolution, continued shifts in gamer

trends and demands, frequent introductions of new games and titles and the constant emergence of new industry standards and practices. Developing and integrating new games, titles, content, products, services or infrastructure could be expensive and time-consuming, and these efforts may not yield the benefits we expect to achieve. We cannot assure you that we will succeed in any of these aspects or that the esports gaming industry will continue to grow as rapidly as it has in the past.

We plan to continue to generate a portion of our revenues from advertising and sponsorship during our esports events. If we fail to attract more advertisers and sponsors to our gaming platform, tournaments or competitions, our revenues may be adversely affected.

We plan to continue to generate a portion of our revenues from advertising and sponsorship during our esports events as online viewership of our esports gaming offerings expand. Our revenues from advertising and sponsorship partly depend on the continual development of the online advertising industry and advertisers’ willingness to allocate budgets to online advertising in the esports gaming industry. In addition, companies that decide to advertise or promote online may utilize more established methods or channels, such as more established internet portals or search engines, over advertising on our gaming platform. If the online advertising and sponsorship market does not continue to grow, or if we are unable to capture and retain a sufficient share of that market, our ability to increase our current level of advertising and sponsorship revenue and our profitability and prospects may be materially and adversely affected.

Competition in the interactive entertainment industry is intense, and our existing and potential users may be attracted to competing products or other forms of entertainment.

We compete with other publishers of interactive entertainment software, both within and outside the United States. Generally, some of our competitors include very large corporations with significantly greater financial, marketing and product development resources than we have. Our larger competitors may be able to leverage their greater financial, technical, personnel and other resources to provide larger budgets for development and marketing and make higher offers to licensors and developers for commercially desirable properties, as well as adopt more aggressive pricing policies to develop more commercially successful gaming products than we do. In addition, competitors with large portfolios and popular games typically have greater influence with platform providers, retailers, distributors and other customers who may, in turn, provide more favorable support to those competitors’ games.

Further, the esports gaming industry generally is highly competitive. For our esports business, our competitors range from established leagues and championships owned directly, as well as leagues franchised by, well-known and capitalized game publishers and developers, interactive entertainment companies and diversified media companies to emerging start-ups, and we expect new competitors to continue to emerge throughout the amateur esports gaming ecosystem. If our competitors develop and launch competing amateur city leagues, tournaments or competitions, or develop a more successful amateur online gaming platform for games similar to ours, then our revenue, margins, and profitability will decline.

Additionally, we compete with other forms of entertainment and leisure activities. As our business continues to expand in complexity and scope, we have increased exposure to additional competitors, including those with access to large existing user bases and control over distribution channels. Further, it is difficult to predict and prepare for rapid changes in consumer demand that could materially alter public preferences for different forms of entertainment and leisure activities. Failure to adequately identify and adapt to these competitive pressures could negatively impact our business.

The success of our business relies heavily on our marketing and branding efforts, and these efforts may not be successful.

Because we are a consumer brand, we rely heavily on marketing and advertising to increase brand visibility with potential customers. We currently advertise through a blend of direct and indirect advertising channels, online advertising, public relations activity, print and broadcast advertising, and coordinated industry promotions. Our business model is dependent in part on the success of our marketing and branding efforts. If we are unable to recover our marketing costs, or if our broad marketing campaigns are not successful or are terminated, it could have a material adverse effect on our growth, results of operations and financial condition.

We rely on Internet search engines and social networking sites to help drive traffic to our website, and if we fail to appear prominently in search results or fail to drive traffic through paid advertising, our traffic would decline and our business would be adversely affected.

We depend in part on Internet search engines and social networking sites to drive traffic to our websites and mobile game. Our ability to maintain and increase the number of visitors directed to our websites is not entirely within our control. Our competitors may increase their search engine optimization efforts and outbid us for search terms on various search engines, resulting in their websites receiving a higher search result page ranking than ours. Additionally, Internet search engines could revise their methodologies in a way that would adversely affect our search result rankings. If Internet search engines modify their search algorithms in ways that are detrimental to us, or if our competitors’ efforts are more successful than ours, overall growth in our customer base could slow or our customer base could decline. Our websites have experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future. Any reduction in the number of users directed to our website through Internet search engines could harm our business and operating results.

We are exposed to seasonality in the sale of our products.

The interactive entertainment industry is seasonal, with the highest levels of consumer demand occurring during and around the launch of the seasonal annual update of a racing series product, the overall start of the racing season, and the calendar year-end holiday buying season. Delays in development, approvals or manufacturing could affect the timing of the release of products, causing us to miss key selling periods, which could negatively impact our business.

Our products, online gaming platform and games offered through our gaming platform may contain defects.

Our products, online gaming platform and the games offered through our gaming platform are extremely complex and are difficult to develop and distribute. We have quality controls in place to detect defects in our products and gaming platform before they are released. Nonetheless, these quality controls are subject to human error, overriding, and resource or technical constraints. In the event a significant defect in our products, gaming platform and associated systems and controls is realized, we could be required to offer refunds, suspend the availability of our esports events and other gameplay, or expend significant resources to cure the defect, each of which could significantly harm our business and operating results.

A significant disruption in service on our website or platforms could damage our reputation and result in a loss of traffic and visitors, which could harm our business, brand, operating results and financial condition.

Our brands, reputation and ability to attract gamers or visitors depend on the reliable performance of our games, website and the supporting systems, technology and infrastructure. We may experience significant interruptions with our systems in the future. Interruptions in these systems could affect the availability of our inventory on our platforms and prevent or inhibit the ability of customers to access our platforms. Problems with the reliability or security of our systems could harm our reputation, result in a loss of customers and result in additional costs.

Risks Related to the Offering

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) a fee derived pursuant to the following schedule: (1) five percent (5%) of any amounts raised up to $1,000,000.00 in the Offering; (2) four percent (4%) of any amounts raised exceeding $1,000,000.01 in the Offering, not exceeding $3,000,000.00; and (3) three percent (3%) of any amounts raised exceeding $3,000,000.01 in the Offering, not exceeding $5,000,000.00; or (B) a cash fee of fifteen thousand dollars ($15,000.00). The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

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

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

The Issuer has the right to extend the Offering Deadline.

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

The Issuer may also end the Offering early.

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

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

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

Risks Related to the Securities

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.

The Securities may be significantly diluted as a consequence of subsequent equity financings.

The 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 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 convertible securities outstanding. Should the Issuer enter into a financing that would trigger any conversion rights, the converting securities would further dilute the Securities upon a qualifying financing.

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.

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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