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Revolving Kitchen

Tech-enabled, on-demand ghost kitchens and virtual food hall
Restaurant & Bar Services B2B
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Pitch Discussion 19 Updates 3
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Problem Solution Product Traction Customers Biz. model Market Competition Vision and strategy Impact Funding Founders Summary
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Revolving Kitchen - Fairview, LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Crowd Revenue Note Revolving Kitchen Form C.pdf
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Highlights


  • Raising capital for 2nd location in NTX market: Allen/Fairview/McKinney
  • Proven, profitable concept with the first location opened in 2019
  • Ghost kitchen + food hall (virtual app and on-site) + bar + grab & go store
  • Turnkey kitchens, omni-channel ordering, operational and marketing support
  • Help food businesses start/grow economically, efficiently and profitably
  • Driven by culture to help operators succeed and get the community involved
  • Offer diners: one destination + many restaurant/food options + one check

Problem


Restaurants are facing a multitude of challenges

Capital expenditures—and continuing shifts in lifestyle and demand—are huge risks for restaurants

Solution


Revolving kitchen offers fully-serviced, turnkey kitchens on demand

Complete with operational and technological support

Revolving Kitchen helps industry players alleviate these challenges by providing fully-equipped, on-demand kitchens supported by a variety of complimentary services. We enable our operators/members to run successful food service businesses with the flexibility and support required to remain nimble in an ever-changing environment.


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Product


Proven, award-winning concept in a growing industry

Revolving Kitchen has established itself by delivering a consistent and high-quality solution


Turnkey Kitchens

  • Fully built-out kitchens with a chef-inspired layout that includes equipment and fixtures necessary for established and new concepts to begin operating in a matter of days
  • Inspected and permitted facilities with the required utilities and common/ancillary amenities in place (and included in the cost)
  • Kitchens are available in five sizes with appropriate equipment configurations to meet each operator's/member’s needs
  • Long-term leases range from $5,000 to $12,000 per month based on the size and equipment configuration
  • Hourly rental fees range from $35 to $45 with a minimum of 10 hours of kitchen usage per month


Flexibility

  • Ability to rent kitchen spaces on either a short-term or long-term basis through hourly rental or annual leases
  • Flexibility to adjust the use of kitchen space to accommodate business needs
  • The option to furnish the kitchen with proprietary equipment and fixtures (with management's approval)
  • 24/7 access to the building for the private use of kitchens
  • Additional amenities include affordable pricing for dry, cooler and freezer storage space

Operational Support

  • Leverages economies of scale and industry expertise to provide a seamless operational experience that allows for spending more time on growing and expanding the food businesses
  • Provides ongoing building/infrastructure/equipment maintenance and repair, including common area janitorial services, grease trap and duct cleaning, fire suppression, sprinkler maintenance and inspections, cleaning chemicals and supplies
  • Includes utilities, IT, internet, trash, pest control, security, surveillance and building/kitchen access control
  • Robots collect and transport prepared items from individual kitchens to the front counter staff for delivery, take-out or onsite dining, thus eliminating the distraction of customer/driver interaction and front-of-house hires

Technology & Strategy

  • Pioneering novel technological solutions to streamline off and on-premise orders, optimize operations and logistic efficiencies, maximize operator margins and leverage valuable consumer trends and preferences
  • Provides marketing, public relations, advertising and event partnerships to increase revenue and profitability for operators/members
  • Offers ancillary support in various aspects of the food business including market data, strategy and vendor options
  • Provides a library of supporting documents, guidelines and business requirements to facilitate the start-up process and ensure compliance with local food service laws and requirements
  • Online ordering platform integrating point of sale technology and complementary analytics to help manage operations
  • Virtual Food Hall, a proprietary online ordering platform that allows customers to bundle orders from multiple operators/members in a single ticket order for pick-up and delivery at a fixed fee, helps improve margins. Fifteen percent of the sales generated through Virtual Food Hall are collected as fees from the operators/members



Facility Overview

  • Maximum Capacity and Efficiency: Each kitchen features multiple floor sinks, drains, water lines, gas hook-ups and electrical outlets designed to accommodate most, if not all, commercial cooking and refrigeration equipment in any configuration

  • Modern Finish-Outs: Walls, ceiling tiles and flooring are commercial grade, durable, easy to clean and far exceed other commercial/restaurant kitchens

  • Fully Separated, Private and Contained: Each kitchen is designed to be autonomous, private and secure

    • Each kitchen maintains its own exhaust and supply hood systems, fire suppression systems, plumbing fixtures with shut-off valves and electrical panels to prevent incidents or issues from affecting other operators/members

    • Building and individual kitchens have access control systems limiting entry through individually programmed key fobs

    • Each kitchen is monitored through a CCTV system, with an additional 22 cameras positioned throughout the common areas of the building and outside

  • Compliance: Revolving Kitchen maintains permits and helps operators/members with the additional support needed to ensure operators/members are in compliance with health department regulations

  • Amenities: New locations will include indoor dining space, outdoor courtyard space, full bar, and grab & go store

Traction


Revolving Kitchen
is a pioneer

and expanding in the fourth-largest metro area of the US

Capital Raise for 2nd Location in Allen/Fairview/McKinney Market

  • 37,000 square foot ghost kitchen facility
  • 34 fully equipped commercial kitchens
  • State-of-the-art facility that allows foodies access to 20+ delivery restaurants all under the convenience of one check
  • Modern technology throughout the facility includes kiosk ordering and in-house robot delivery
  • Indoor dining room with seating and outside courtyard
  • Full-service bar
  • Grab & go store
  • Serving NTX communities of Allen, Fairview, Frisco, Lucas, McKinney and Plano

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  • Site selection based on the high demand in the Allen/Fairview/McKinney area and requests by current and potential operators/members for market growth/expansion

  • Many current operators within the first location have indicated they will expand to the 2nd location

  • Anticipated pre-leased occupancy prior to the facility's opening is 40% and profitable

Fairview Financial Projections*

* Click here for important information regarding Financial Projections which are not guaranteed.

Customers


A diverse operator/
member base

Operators/members range from established concepts to start-ups with a variety of culinary offerings

  • A diverse base of 70+ operators/members in various markets and business stages at the 1st location, including:

    • Expansions: Move into new markets, introduce new products and concepts or require additional capacity

    • Virtual: Relocate an existing business to provide delivery and take-out options 

    • Start-ups: Establish new ventures (or legitimize existing ventures) working out of non-commercial kitchen space 

  • Hourly rental members are required to meet a minimum of 10 hours of kitchen usage per month

Business model


Compelling value proposition

Functionality and services at a fraction of the cost of a traditional start-up, relocation or expansion

Revolving Kitchen leverages economies of scale, industry expertise, and technological solutions to offer its operators/members full-service ghost kitchens at an affordable price. 

  • Minimal Capital Investment - Revolving Kitchen provides turnkey kitchen solutions. Food businesses no longer need capital outlays for expensive mortgages or leases, architectural plans, tenant improvements, building construction, equipment purchases, permitting, front-of-house staff, janitorial staff, or inspections.
  • Reduced Upstart Time - Food businesses are operational in as few as two days. 
  • Scalability and Flexibility - Revolving Kitchen features five (5) unit sizes, multiple equipment configurations, and spacious storage units to meet each operator/member's needs.
  • Reduced Administrative Hassle - Revolving Kitchen allows food businesses to jettison administrative burdens (e.g. janitorial services, site inspections, building maintenance, equipment repair, front-of-house staff) and focus on core operations.
  • Technological Innovations - Revolving Kitchen is pioneering novel technological solutions to streamline off-premise orders, maximize operator margins, and leverage valuable consumer data.

Comparison Analysis


Start-up/Initial Capex

  • The initial capital investment required to open a restaurant with a fully functioning kitchen via traditional brick & mortar footprint is significant.
  • Revolving Kitchen's turnkey solution eliminates the need for expensive building purchase or lease, planning, permitting, construction, renovation or inspections, all of which require significant time (months to years) to complete.
  • Kitchens are already fully outfitted with the latest equipment and fixtures, thus allowing operators/members to begin operating in just a few days.

The analysis below shows the upfront costs of purchase and triple-net lease of a typical 3,000 square foot restaurant space compared to an average annual Revolving Kitchen lease:


Annual/Ongoing Operating Costs

  • All-inclusive pricing for ongoing management, maintenance and repair of the building, infrastructure and equipment minimizes costs and maximizes operational efficiencies so operators/members can focus on products/execution/branding entirely.
  • Value-add services by providing IT infrastructure and POS systems, marketing support and opportunities for easy expansion into bigger/more kitchens

The analysis below compares the annual cost of operations between a purchase, triple-net lease and Revolving Kitchen lease:

Market


Business based
on powerful trends

Robust societal, demographic and technological developments are driving the market

  • The U.S. restaurant/food industry remains highly competitive and fraught with challenges—including capital-intensive and time-consuming start-ups/openings, changes in consumer tastes, fluctuations in demand, lack of trained labor, thin margins and continuously changing regulations and technologies

  • The most significant industry trend is the increasing demand for food delivery as consumers become more interested in convenience and off-site dining experiences. According to William Blair, digital off-premise dining is the fastest (and only) growing segment in the US restaurant industry

    • Third-party ordering and delivery companies, such as DoorDash, UberEats and GrubHub, are bridging the gap by creating economies of scale within a highly fragmented market through the aggregation of restaurant menus and delivery services

    • Increased mobile adoption and expansion of the gig economy, supplying the market with on-demand drivers and couriers, have provided these third-party solutions with a solid foundation for growth

  • The biggest obstacles operators face in meeting this consumer demand while maintaining profitability are twofold:

    • Space: Providers, especially existing restaurants who must expand operations to meet demand, face a lack of affordable kitchen space needed for food preparation and cooking

    • Delivery: The cost to hire, train and employ couriers, as well as increasing distances between restaurants and customers, is making managing delivery costs difficult

  • As demand for delivery increases, ghost kitchens are uniquely positioned to satisfy this need by providing on-demand, cost-effective, fully equipped kitchen spaces and aggregating delivery-focused food production at centralized locations reducing delivery costs.


Ghost kitchens are meeting the food business needs


Providing solutions to the challenges
facing new and existing restauranteurs



Delivery demand is driving the market


  • Consumer preference for off-site dining continues to be the strongest trend
  • According to Morgan Stanley, the total addressable market for online delivery expects to grow 5% annually to roughly $470 billion by 2025, and Euromonitor predicts the market will grow to over $1 trillion by 2030
  • Online delivery penetration expects to grow from 6% to 13% in 2025, driven primarily by leading delivery aggregators
  • The coronavirus pandemic has further driven demand for delivery as restaurants are forced to close dine-in options temporarily, and consumers are choosing to eat at home
  • More than 1,500 ghost kitchen facilities are in the U.S. (Euromonitor, July 2020), primarily located in large, densely packed cities such as New York, Los Angeles and Chicago
    • Of these 1,500 facilities, many are either restaurants currently operating as ghost kitchens or locations with just one kitchen (as opposed to a fully-functioning multi-kitchen operator)
  • As the most prominent player within the Dallas market, Revolving Kitchen is well-positioned to take advantage of the expanding market and become the leader in the industry



Potential $1 trillion global opportunity by 2030


The Ghost Kitchen industry is poised to capture an increasing share of various food markets

Competition


Competition is highly localized

—

Large VC-backed ghost kitchens remain mostly regional
(as of 12/31/2021)


—

Regional competitive landscape
(as of 12/31/2021)

Revolving Kitchen dominates in a
region of smaller players with limited offerings

  • The ghost kitchen business model is capital intensive, time-consuming and requires expertise in various areas, including finance, engineering, construction, real estate, project management, IT, restaurant operations, legal, HR and government regulations
  • Revolving Kitchen has a proven vision and business model, having been DFW's most significant player within the industry in terms of physical footprint (three years operational and profitable)

Vision and strategy


Company milestones



Growth opportunities


A proven concept with an experienced
team capable of growing the business

  • Comprehensive analysis is underway to develop a roadmap for rolling out multiple locations in target markets

  • Estimated cost of a new location ranges between $4 million and $6 million, depending on the size of the facility, the number of kitchens and the type of transaction

  • Expected total project timeline is 12-15 months: three months in diligence and planning, three months for permitting and financing and six to nine months for construction

New locations
Revolving Kitchen’s business model is proven and replicable in any major city. To successfully expand its geographic portfolio, Revolving Kitchen is targeting areas with the population density, household income levels, visibility/ease of access, nearby retail and office space and unit economics that will support additional sites. In addition, it is looking to its current member base to provide input on markets they are targeting for expansion to leverage the existing customer relationships.

Marketing
Historically, resources have not focused on marketing and advertising but on word of mouth and direct engagement with key players to grow the business. Revolving Kitchen has since then developed a comprehensive, integrated marketing plan, including search engine optimization, social media marketing, event partnership and public relations.

Synergies and additional revenues
The Virtual Food Hall is driving additional revenues for operators/members through menu aggregation and complementary marketing and advertising services. Beginning with its 2nd location, Revolving Kitchen will incorporate an indoor dining space, outdoor courtyard, bar, and grab & go store model.

Continued industry expansion/adoption
Consumer preferences expect to continue shifting towards dine-out opportunities, which will continue to drive the need for food take-out and delivery-focused locations. According to Morgan Stanley, online delivery penetration expects to rise from 6% in 2018 to 13% in 2025, supporting continued demand growth for ghost kitchens.

Additional revenues and partnerships
Revolving Kitchen is exploring partnerships and additional revenue-generating opportunities, including a food hall (virtual and on-site), bar, grab & go store, outdoor seating and events. In addition, Revolving Kitchen is exploring a virtual food hall and catering for corporate, residential, office, commercial and government buildings to deliver orders during a specified daily window. Doing so will create substantial customer savings on delivery fees, cash flow predictability and operational efficiencies. With the additional front-of-house amenities planned for future locations, there are significant opportunities for larger events promoting operators'/members' products to help drive additional revenues.


Establishing a dominant presence

Leveraging the success of the current location, Revolving Kitchen is already targeting new sites.

  • Dallas-Fort Worth, like any large metropolitan area, has significant pent-up demand and will be able to support, if not require, multiple locations

  • The plan (over the next two to three years) is to solidify market presence by opening four to seven additional locations throughout DFW at least 10-20 miles apart

    • To continue its Texas expansion, the next target markets will be Houston, San Antonio and Austin

Impact


Aligned mission and culture

Revolving Kitchen is driven by mission and culture to help food businesses succeed and serve local communities with access to diverse food businesses and their products

  • Focused on helping food businesses to start/grow/expand economically, efficiently and profitably by providing turnkey kitchens, omni-channel ordering, operational and marketing support, revenue-generating amenities and initiatives as well as other comprehensive service offerings
  • Striving to serve local communities by promoting operators/members and providing a convenient omni-ordering channel platform to order a wide range of foods (on-demand, scheduled delivery, take-out, dine-in, bar, grab & go store, catering, meal plans, bulk purchases, etc.) to meet their food and health preferences while bringing food diversity to the community
  • Providing operators/members and communities a "one-stop" solution for their business needs and desire to have a convenient, wide range of food options
  • Driven to support local businesses, serve local communities, promote entrepreneurship, start-up and small business, provide meaningful job/business opportunities, offer more food options and ultimately cultivate a healthier and thriving food ecosystem for all stakeholders
  • The 1st location was awarded a USDA-LFPP Grant in 2019 for initiatives serving the local community and businesses

Funding


Actionable funding and growth strategy

  • Raise $1.0 million in Revenue Shared-Note to open 2nd location in Fairview Town Center servicing Allen, Fairview, Frisco, Lucas, McKinney and Plano markets. All capital raised will be used for the renovation/build-out of the Fairview location facility
  • Anticipated project renovation costs to the 37,000-square foot facility are $4.5 million, of which $3.5 million is already committed

  • The new facility will be comprised of 34 turnkey kitchens, a food hall with indoor seating, outdoor courtyard seating, a full-service bar, grab & go store, and year-round social/entertainment events

Founders


Experienced
management team


Tyler S. Shin
Founder & Managing Partner

Tyler Shin is the Founder and Managing Partner of Revolving Kitchen. Since launching Revolving Kitchen in 2018, Tyler has successfully transformed it into the largest facility of its kind in Texas (to date), and he has been awarded the D CEO & D Innovates' 2021 Innovation Award for Innovation in Food and Beverage. Before Revolving Kitchen, Tyler served four years as an Associate Director at ORIX USA Corporation ("ORIX"). At ORIX, Tyler sourced, originated, structured, underwrote and closed private debt and equity investments in various industries, including restaurants, retail, manufacturing, distribution, entertainment and hospitality. Tyler's practice area included special transactions and distressed assets and focused primarily on senior secured, uni-tranche, second lien and subordinated debt and equity co-investments. Prior to ORIX, Tyler served as Vice President at Wells Fargo in the Loan Workout Group in Los Angeles. He managed a portfolio of syndicated bank loans in the LBOs and coordinated primary and secondary loan purchases and sales there. Tyler is a silent partner at an award-winning, upscale Asian fusion restaurant in Dallas. He holds a bachelor's degree in Psychology from the University of California, Los Angeles.

Summary


Proven, profitable concept in a large, growing industry 

with an experienced management team


Large and growing industry
Recent trends in food consumption, demographics and technologies have created enormous global demand for turnkey kitchen solutions. Morgan Stanley expects the total addressable market for online delivery to grow 5% annually, or roughly $470 billion, by 2025. Euromonitor also predicts market growth of over $1 trillion by 2030, driving the need for ghost kitchens.

Proven concept in a defensible industry
The ghost kitchen business model is capital intensive, time-consuming and requires expertise in various areas, including finance, engineering, construction, real estate, project management, IT, restaurant operations, legal, HR and government regulations. Revolving Kitchen has proven the market demand, execution, and profitability.

Early mover advantage
Revolving Kitchen was founded in Dallas, TX, in 2018 and, with the building and opening of the largest facility in Texas (to date), began operating in September 2019. Its early successes, strong operator/member base growth and limited competitors demonstrated a glaring need for low-cost, turnkey ghost kitchens in one of the country's largest MSAs.

Diverse and “sticky” customer base
Revolving Kitchen has dozens of operators/members across different market segments and growth stages. The company’s comprehensive turnkey solutions are available in various sizes with complementary operational support and additional revenues. Revolving Kitchen can provide its operators/members significant flexibility, which has helped it maintain a low churn rate.

Strong financial position
Revolving Kitchen's 1st location is profitable and continues to grow revenue while improving profit margin. Roughly 80% of revenue is recurring with good visibility on future revenue/cash flow. Occupancy is averaging 85% - 90%.

Experienced management team
The Revolving Kitchen team has the vision, culture and experience in finance, real estate, technology and restaurant to execute and grow this unique opportunity. The current management team founded the company and has operated it since its inception.

Deal terms


Security Instrument
Crowd Revenue Note

Please see our FAQs for more details

Investment Multiple
1.55x

This is the multiple of your original investment that the Issuer has agreed to pay back prior to maturity. The Issuer pays a portion of their gross revenues every quarter until the Investment Multiple is achieved.

Early Payment Provision
Variable

If the Company is prepaying the Total Payment at least 48 months but less than 54 months prior to the Maturity Date, the Investment Multiple means 1.45x. If the Company is prepaying the Total Payment at least 54 months but less than 60 months prior to the Maturity Date, the Investment Multiple means 1.50x.

Maturity Date
Please see description

Maturity date means the close of the 60th month following the twelfth month following the close of the first full calendar month after the Closing Date.


Revenue Sharing Percentage
10%

Revenue Sharing Percentage means 10% of each month’s Monthly Revenue.

Minimum investment
$150
The smallest investment amount that Revolving Kitchen is accepting.
Learn more
Maximum investment
$500K
The largest investment amount that Revolving Kitchen is accepting.
Learn more
Deadline
December 8, 2022
Revolving Kitchen needs to reach their minimum funding goal before the deadline (). If they don’t, all investments will be refunded.
Learn more
Funding range
$250K / $1M
0% of $250K minimum offering amount has been reached.

Revolving Kitchen needs to raise $250K before the deadline. The maximum amount Revolving Kitchen is willing to raise is $1M.
Learn more
How it works

Documents

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

About Revolving Kitchen

Legal Name
Revolving Kitchen - Fairview, LLC
Founded
Feb 2022
Form
Texas LLC
Employees
0
Website
revolvingkitchen.com
Social Media
Headquarters
Google Map location of of Revolving Kitchen
164 Town Place 2009 , Fairview, TX
Headquarters
164 Town Place, 2009, Fairview, TX, United States 75069

Revolving Kitchen Team
Everyone helping build Revolving Kitchen, not limited to employees

Profile picture of Tyler Shin
Tyler Shin
Founder
Improving the food ecosystem by helping food businesses to start and grow in our local communities economically, efficiently, profitably, and less risky.
Profile picture of Jessica  Madison
Jessica Madison
Facility Manager
A culinary artist can only create a masterpiece when provided the perfect tools. Our state of the art facility is home to some of the most creative artists at work.
Profile picture of Amber  Tarzwell
Amber Tarzwell
Operations Manager
An innovative approach to the future of food with implementation of operational, marketing and technological strategy.
Profile picture of Vibrant4   Agency
Vibrant4 Agency
Partner Marketing Agency
Profile picture of Lan Rose PR
Lan Rose PR
Public Relations
Profile picture of Web FX
Web FX
SEO Marketing
3 more team members
Tyler Shin
Founder
Jessica Madison
Facility Manager
Amber Tarzwell
Operations Manager
Vibrant4 Agency
Partner Marketing Agency
Lan Rose PR
Public Relations
Web FX
SEO Marketing

Press

Shaping: DFW - Tyler Shin of Revolving Kitchen
wfaa.com
·
Sep 7, 2021

Revolving Kitchen is changing the restaurant landscape of North Texas.

Technically speaking: How technology helped save independ...
Dallas News
·
May 11, 2021

As restaurants navigated the uncertainty of the pandemic over the last year, one thing quickly became clear: Technology w...

Revolving Kitchen's Commercial 'Ghost' Kitchens Help Rest...
Dallas Innovates
·
Apr 13, 2021

From a space in Garland, Founder Tyler Shin and his Revolving Kitchen team have one goal in mind: help restaurants cook g...

We Are in The Golden Age of Innovation
D Magazine
·
Jan 20, 2021

Innovations improve life as we know it. They make things easier, better, faster, and cheaper. They solve problems, cure i...

Revolving Kitchen provides flexibility to North Texas' fo...
wfaa.com
·
Aug 15, 2020

About two weeks into the coronavirus pandemic, Tyler Shin began receiving interest from entities wanting to open ghost ki...

Ghost Kitchens are Gaining Traction in North Texas
D Magazine
·
Jun 25, 2020

Ghost kitchens-restaurants that serve third-party delivery and takeout orders only-have been on the rise in the United St...

Revolving Kitchen expanding, bringing more ghost kitchens...
Dallas Business Journal

Since the coronavirus pandemic, the commercial kitchen has seen an uptick in the number of occupants that rent out the in...

New App Creates Virtual Food Hall For Local Ghost Kitchens
NBC 5 Dallas-Fort Worth

Revolving Kitchen is making it easier for small restaurant businesses by helping them cut costs when it comes to delivery...

Show all

FAQ

What are the tax implications of investing in a debt offering on Republic?

What are the tax implications of investing in a debt offering on Republic?

Each investor agrees to treat the investment agreements that it invests in on Republic as "debt instruments" (as defined in U.S. Treasury regulations) for U.S. federal income tax purposes. Returns from your debt investments are reported as interest income for the applicable year.  Revenue sharing loans are classified as contingent payment debt instruments, and the calculation is done at the end of the year when all payments for that year have been made.


Please consult your tax advisor if you have additional questions regarding taxes.

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When do payments start for Crowd Term Notes or Crowd Revenue Notes?

When do payments start for Crowd Term Notes or Crowd Revenue Notes?

Please refer to the investment terms and conditions. Many Republic Local investments will have a deferral plan and payments will begin one year after the investment is finalized. 

Once payments begin for term notes, they are typically expected to be paid monthly or quarterly. 

For revenue sharing notes, once the payment period has commenced, payments will start when the business begins generating revenue. This typically occurs after a business has opened to the public. If a business does not have any revenue, then no payments will be made. 

Note that debt securities offered on Republic are not guaranteed or insured and investors may lose some or all of the principal invested subject to an issuer’s ability to fully service the debt and not default.

Will I receive any equity interests or any voting or management rights with a Crowd Term Note or Crowd Revenue Note?

Will I receive any equity interests or any voting or management rights with a Crowd Term Note or Crowd Revenue Note?

Please always refer to the terms and conditions of each offering. Typically you will not receive any equity, voting or management rights in a business from a Crowd Term Note or Crowd Revenue Note on Republic.

What is a Crowd Revenue Note?

What is a Crowd Revenue Note?

A Crowd Revenue Note provides payment flexibility to a business based on its performance, payments made to investors will also vary. If the business performs better than expected, the investors will be paid in a shorter period of time. If the business performs worse than expected, the investors will be paid over a longer period of time. In each case, the cumulative payment amount is fixed, however, the rate of return on investment can fluctuate. As a result, a revenue-sharing note could potentially provide a rate of return similar to an equity investment. The tradeoff is that a revenue-sharing note investor forgoes the predictability of fixed payments that are available in a term note investment.

How does Revolving Kitchen work?

How does Revolving Kitchen work?

After a customer places an order through the Revolving Kitchen app or website or a third-party delivery app (DoorDash, Uber Eats, etc.), chefs prepare their food, and the delivery service brings the complete package to their door or the customer picks up the food from the location. A customer’s order comes from a facility with turnkey kitchens and several restaurants operating under one roof. Revolving Kitchen allows customers to step inside the building and order on a kiosk or through an employee.

What is a ghost Kitchen?

What is a ghost Kitchen?

A restaurant without the dining room! It is a pick-up and delivery kitchen only.

A ghost kitchen (also known as a delivery-only restaurant, virtual kitchen, shadow kitchen, commissary kitchen, cloud kitchen or dark kitchen) is a professional food preparation and cooking facility for delivering delivery-only meals. Some ghost kitchens have allowed takeout meals or included drive-throughs. They do not include a storefront or indoor seating for customers.

What are the benefits of Revolving Kitchen for foodies?

What are the benefits of Revolving Kitchen for foodies?

Convenience: Revolving Kitchen is a convenient way to order food from multiple restaurants. All you have to do is visit our app or dining room kiosk, add items to your cart and checkout. No phone calls or web surfing is required!

Meal diversity: Order from Revolving Kitchen, and you can say goodbye to arguing with friends or family over where to eat. If mom wants pizza and dad wants steak, they can both get their way and have a peaceful dinner.

Sampling opportunities: Have you ever wanted an appetizer from one restaurant, dinner from another and dessert from another?  Whether you are ordering from the app or our location, Revolving Kitchen makes perfect sense. It allows you to get everything you want in one place, on one check.

Improved menu comprehension: Ordering through our app allows you to take your time reading menus and deciding what you want to eat. If you want to look up a menu item beforehand, you can easily do so. You won’t be standing in line or sitting in a drive-thru with other customers behind you, which makes ordering food a lot less stressful.

One delivery fee: When you order delivery the traditional way from various restaurants, fees and tips add up fast. A virtual food hall allows you to enjoy a range of items from your favorite brands while only paying one delivery fee since your collective order comes from one place.

Same-time delivery: Waiting for food to arrive from different restaurants is frustrating during a family dinner or gathering with friends. With Revolving Kitchen, the delivery driver brings everything to your door at the same time. 

How does Revolving Kitchen benefit food and beverage producers?

How does Revolving Kitchen benefit food and beverage producers?

Reduced upfront expenses: Virtual food halls don’t require business owners to invest in a brick-and-mortar location or cope with high administrative fees. Instead, they pay a flat rental fee to use a turnkey kitchen.

Boosts customer satisfaction: Many customers say convenience is their top reason for supporting a restaurant. A virtual food hall is about convenience, as customers use a simple app or kiosk to order from various restaurants simultaneously.

Increases exposure: A virtual food hall may include established brands that draw customers to the app. Even if customers visit a virtual food hall to order from their favorite restaurant, they’ll notice other brands as they browse. Whether someone is just starting in the restaurant business or wants to build their customer base, a virtual food hall helps customers become more familiar with their name.

Increased collaboration: Starting a new business often feels like being stranded on a deserted island. All our kitchens have producers in different stages of their business at Revolving Kitchen. Our food operators often say that the ability to talk to other food operators and bounce both business and food ideas off each other is the most valuable part of being a part of the Revolving Kitchen family.

Why do food businesses choose Revolving Kitchen?

Why do food businesses choose Revolving Kitchen?

Revolving Kitchen offers food businesses the convenience of their private commissary kitchen without the additional administrative hassles and financial burdens. By saving themselves the headache of dealing with complex regulatory compliance, commercial permitting, and utility bills, they can focus on what they do best—creating amazing food.

From well-established operators to rising entrepreneurs, food and beverage producers often lack the capital required for expensive and time-consuming buildouts of a commercial kitchen and warehouse space. Revolving Kitchen provides area business owners and food entrepreneurs affordable, private kitchen rentals with state-of-the-art equipment to scale their business up and drive costs down.

What is a virtual food hall?

What is a virtual food hall?

A virtual food hall is a ghost kitchen facility with innovative technology and systems to allow multi-restaurant ordering. Revolving Kitchen has a mobile app that will enable customers to browse menus and order delivery or pickup from various restaurants in one transaction. It’s a convenient and exciting way for customers to dine comfortably at home, work or on the go while having endless choices at their fingertips.

How did Revolving Kitchen get started?

How did Revolving Kitchen get started?

Revolving Kitchen is a homegrown enterprise created by Tyler Shin. While living in the Dallas-Fort Worth area, Tyler became deeply involved in the community and the local food industry. With his experience in finance and the restaurant industry, he understood the hurdles involved in the food production business. The high real estate and equipment costs and burdensome regulatory requirements often hindered even the most innovative food entrepreneurs. After seeing many entrepreneurs leverage themselves so extensively that they buckled under the pressure, he was sure there was a better way. Hence why he started Revolving Kitchen! Tyler wanted to help local food operators efficiently and effectively create and expand a food business without the risk of bankruptcy if things didn’t work out. Helping reduce the upfront costs and risk associated with opening a new business allows the operators to focus on what they do best—produce a great food product!

What is Revolving Kitchen?

What is Revolving Kitchen?

Revolving Kitchen is a commissary kitchen that enables local food producers to build and grow a successful business. Facilities provide businesses the infrastructure and equipment needed to expand their product and make their mark on the future of food. Members are able to rent commercial kitchens for private use on a short-term (hourly) and long-term basis.

Still have questions? Check the discussion section.
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Risks

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

The Company 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 Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

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

With shelter-in-place orders and non-essential business closings potentially happening intermittently throughout 2022 and into the future due to COVID-19, the Company’s revenue may have been, and may continue to be, adversely affected.

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

In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company 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 Company and present and future market conditions. Our business currently does not generate any sales and future sources of revenue may not be sufficient to meet our future capital requirements. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

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

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

The Company's management may have broad discretion in how the Company uses the net proceeds of the Offering.

Unless the Company has agreed to a specific use of the proceeds from the Offering, the Company’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 Company has the right to limit individual Investor commitment amounts based on the Company’s determination of an Investor’s sophistication.

The Company may prevent any Investor from committing more than a certain amount in this Offering based on the Company’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 Company’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 Company’s determination.

The Company has the right to extend the Offering Deadline.

The Company 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 Company 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 Company 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 Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you.

The Company may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Company 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 Company may limit the amount of capital it can raise during the Offering by ending the Offering early.

Risks Related to the Securities

If we sell additional equity or debt securities to fund our operations, restrictions may be imposed on our business.

In order to raise additional funds to support our operations, we may sell additional equity or debt securities, which may impose restrictive covenants that adversely impact our business. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we are unable to expand our operations or otherwise capitalize on our business opportunities as a result of such restrictions, our business, financial condition and results of operations could be materially adversely affected.

Debt Financing is inherently risky.

The Company’s debt service obligations may adversely affect cash flow. As a result of any future debt obligations, we may be subject to: (i) the risk that cash flow from operations will be insufficient to meet required payments of principal and interest, (ii) restrictive covenants, including covenants relating to certain financial ratios, and (iii) interest rate risk.

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

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

We 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 Company relies on certain intellectual property rights to operate its business. The Company’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 Company’s success depends on the experience and skill of its manager, executive officers and key employees.

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

Although dependent on certain key personnel, the Company 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 Company 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 Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and our operations.

We have no way to guarantee key personnel will stay with the Company, 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 Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Company 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) Company, the Company 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 Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’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.

If we do not meet a funding threshold of at least $4,000,000 we will not be able to complete construction and no Securities will be sold in this Offering, investment commitments will be cancelled and committed funds will be returned.

There can be no assurance that the capital raised by the Company to date and pursuant to this Offering will be sufficient to meet the Company’s ongoing capital requirements. The Company must meet a funding threshold of approximately $4,000,000 in order to build out its infrastructure and complete construction on their facilities, which is integral to the Company’s success. If this funding threshold is not met, the Company may not survive. Therefore, at the closing of this Offering investor funds will not be disbursed from escrow unless and until the Company provides evidence to the Intermediary of funding of at least $4,000,000 from either the proceeds of this Offering or outside financing. Therefore, investments from this Offering are not guaranteed unless the Company can show that it has ample financing following the closing of the Offering.

Risks Related to the Offering

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. 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 Company. 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.

The Securities are not secured by collateral and may become subordinated to any future secured liabilities.

The Securities are equal in right of payment to any of the Company’s existing liabilities, are not secured by collateral and may become subordinated to any future secured liabilities. In the event we default on any of senior debt or in the event we undergo a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, the proceeds of the sale of our assets would first be applied to the repayment of our senior debt before any of those proceeds would be available to make payments on our subordinated debt, including the Notes. In addition, the Company’s assets that secure debt ranking senior or equal in right of payment to the Securities will be available to pay obligations on the Investors only after the secured debt has been repaid in full from these assets. Accordingly, there may be no assets remaining from which claims of the Investors could be satisfied, or if any assets remained, they might be insufficient to satisfy those claims in full.

Neither the Crowd Revenue Note Purchase Agreement nor the Note materially restrict our ability to incur additional debt, repurchase our securities or to take other actions that could negatively impact Investors.

Although we presently have no intent to issue any additional debt, neither the Crowd Revenue Note Purchase Agreement nor the Note restrict us from incurring unsecured indebtedness in an aggregate principal amount not to exceed $500,000 at any time outstanding or indebtedness incurred with the prior written consent of Republic Investment Service, including senior debt or secured debt. In addition, the limited covenants contained in the Crowd Revenue Note Purchase Agreement nor the Note do not require us to achieve or maintain any minimum financial ratios relating to our financial position or results of operations. Our ability to recapitalize, incur additional debt and take a number of other actions that are not materially limited by the Crowd Revenue Note Purchase Agreement nor the Note. In addition, we are not restricted from repurchasing our Units by the terms of the Notes.

The Investor will not, directly or indirectly, offer, sell, pledge, transfer, or otherwise dispose of (or solicit any offers to buy, purchase, or otherwise acquire to take a pledge of) (“Transfer”) its interests under the Crowd Revenue Note Purchase Agreement and the Note during the one-year period beginning when the Crowd Revenue Note Purchase Agreement and the Note is issued, other than: (i) to the Company; (ii) to an “accredited investor” as defined in Rule 501(a) of Regulation D; (iii) as part of an offering registered with the SEC; or (iv) to a member of the family of the Investor or the equivalent, to a trust controlled by the Investor, to a trust created for the benefit of a member of the family of the Investor or the equivalent, or in connection with the death or divorce of the Investor or other similar circumstance. The Company will not be required to permit or recognize any Transfer of the Crowd Revenue Note Purchase Agreement and the Note or any interest herein at any particular time, or with the passage of time. The Company is under no obligation to register or to perfect any exemption for resale of the Crowd Revenue Note Purchase Agreement and the Note under the Securities Act or the securities laws of any state or any other jurisdiction.

Separately, to the extent that any laws, regulations or similar considerations applicable to the Investor do not permit the Investor to continue to hold interests in the Crowd Revenue Note Purchase Agreement or the Note, the Investor will agree that the Company may, with prior consent and cooperation of the Intermediary, require the Investor to Transfer its interests under Crowd Revenue Note Purchase Agreement or the Note to the Company (such Transfer, a “Regulatory Transfer”), in an amount equal to the unpaid balance of the principal or an amount otherwise required by the applicable law, regulation or similar consideration requiring such Regulatory Transfer. Each Investor must agree and consent that the Issuer may take any actions that may be necessary or advisable to effectuate the intent of such Regulatory Transfer.

The Notes will not be rated.

We do not intend to seek a rating on the Notes. Accordingly, there is no third party which will express any opinion as to the value of the Notes or their terms.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt and continue operations.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, depends on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

A change in control or fundamental change may adversely affect us or the Notes.

The Crowd Revenue Note Purchase Agreement and the Note provide that certain change in control events with respect to us will constitute a default. In addition, future debt we incur may limit our ability to repurchase the Notes upon a designated event or require us to offer to redeem that future debt upon specified events, including a designated event. Furthermore, the Company may believe it is in the best interests of its members and the Investors to engage in a line of business substantially different from the primary line of business carried on by the Company as of the date of this Form C, but the Crowd Revenue Note Purchase Agreement materially impairs the Company’s right to engage in such business. As a result, the Company’s operations are limited to the line of business set forth in the Form C, and any business reasonably complementary or ancillary thereto. Accordingly, we may lose opportunities to grow our business and, as a result, the value of and cash flow for the business may become impaired which increases the default risk under the Crowd Revenue Note Purchase Agreement and the Note.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could have a material adverse effect on our business, prospects, results of operations and financial condition.

Our ability to pay interest on and principal of our debt obligations principally depends upon our operating performance. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments. If we do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or capital expenditures or seeking to raise additional capital. Our ability to restructure or refinance our debt, if at all, will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt instruments may restrict us from adopting some of these alternatives. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance.

If, after we make payments to Investors under the Note, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds from the Investors.

If, after we make payments to Investors under the Note, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any payments received by Investors could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by you. In addition, our managing member may be viewed as having breached its fiduciary duty to creditors and/or having acted in bad faith, thereby exposing such member and the Company to claims of punitive damages.

Investors should consult their respective tax advisers with respect to the Crowd Revenue Note Purchase Agreement and the Note.

If you are considering the purchase of a debenture, you should consult your own tax advisors as to the particular tax consequences to you of acquiring, holding or otherwise disposing of the debentures, including the effect and applicability of state, local or foreign tax laws, or any U.S. estate and gift tax laws. The Company makes no representations or warranties about the tax treatment thereof.

If we generate income, we may make distributions sufficient to discharge our members’ federal, state and local tax obligations.

The Company is treated as a partnership for U.S. federal income tax purposes. As a partnership, the Company will generally not be subject to U.S. federal income tax. Instead, each member that is subject to U.S. tax will be required to take into account its distributive share, whether or not distributed, of each item of the Company’s income, gain, loss, deduction or credit. It is possible that in any year, the Company may distribute assets to the members to discharge such member’s federal, state or local tax obligations arising solely from the net income of the business of the Company. As a result, the Company’s cash flow may be insufficient to satisfy its obligations under the Crowd Revenue Note Purchase Agreement and the Note.

Investors will not become equity holders of the Company.

Investors will not have an ownership claim to the Company or to any of its assets. In certain instances, such as a sale of the Company 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.

Investors will not have voting rights.

Investors will not have the right to vote upon matters of the Company. Thus, Investors will never be able to vote upon any matters of the Company to affect its management or policies.

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 Company or to receive financial or other information from the Company, other than as required by law. Other security holders of the Company 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 Company 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 Company such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

A Crowd Revenue Note holder may lose their right to any appreciation or return on investment due to defaulting on certain notice and require action requirements in such Crowd Revenue Note; failure to claim cash set aside in this case may result in a total loss of principal.

The Crowd Revenue Note offered requires a holder to complete, execute and deliver any reasonable or necessary information and documentation requested by the Company or the Intermediary in order to effect the conversion or termination of the Crowd Revenue Note, in connection with an Equity Financing or Liquidity Event, within thirty (30) calendar days of receipt of notice (whether actual or constructive) from the Company. Failure to make a timely action may result in the Company declaring that the Investor is only eligible to receive a cash payment equal to their Purchase Amount (or a lesser amount in certain events). While the Company will set aside such payment for the investor, such payment may be subject to escheatment laws, resulting in a total loss of principal if the Investor never claims their payment.

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.

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