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Watford FC

Own a team one step from the Premier League
Sports B2C Football
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Pitch Updates 1
Invest Invest in Watford FC
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Overview The Target Sports Club Valuation Financial Performance Player Development Team management Tradition and Fanbase Boardroom Commitment Club Leadership Digital Equity Stadium Use of Proceeds Investor Perks Disclaimers
About Team FAQ Risks

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by WATFORD ASSOCIATION FOOTBALL CLUB LIMITED.
Company documents
Subscription Agreement Watford Reg D PPM.pdf Form CRS.pdf Accreditation FAQs.pdf Disclosure & Disclaimers.pdf Additional Risk Disclosures.pdf
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Investment summary


  • 239% commercial revenue growth over five seasons, the highest of any European football club.
  • Pre-tax profit of £24.1m in 2022/23 season believed to be highest ever at the Championship level.
  • Six seasons in the Premier League during the last decade.
  • Partnership deals with global brands including American Airlines, ASUS, and Football Manager.
  • Once owned by rockstar and superfan Elton John who is now Honorary Life President
  • Strong social media presence with over five million followers worldwide, placing the club at #16 across England.
  • Awarded the Advanced Level for the Premier League’s Equity, Diversity, and Inclusion Standard

OpenDeal Broker LLC charges you a two percent (2.5%) administrative fee on the gross principal transaction with a minimum fee of $7 and a maximum of $300. The fee is added to the total amount of your investment at checkout.Deals involving blockchain technology, crypto currencies and/or digital assets such as Security Tokens, Utility Tokens, or NFTs are extremely speculative and present additional risks and may result in total loss of invested capital. PLEASE READ AND REVIEW THOSE RISKS HERE.  

Investor sophistication and enhanced independent review of each deal is highly recommended. Sports valuations are highly variable and dependent on team performance, player status, financial conditions and other factors. Read more here.

Past financial results are no guarantee of future performance. Click here for important information regarding Financial Projections which are not guaranteed. Investments in private companies are particularly risky and may result in total loss of invested capital.

Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured. This Issuer operates from a foreign jurisdiction; and therefore, many of your country's common laws may not apply or be enforceable. There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees. Click here for important information regarding Financial Projections which are not guaranteed.  

Investments in private companies are particularly risky and may result in total loss of invested capital.


There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees.

This Issuer operates from a foreign jurisdiction; and therefore, many of your country's common laws may not apply or be enforceable.

Overview


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Under the direction of Owner Gino Pozzo and Chairman Scott Duxbury, Watford Football Club has undergone a transformation.


The Club’s facilities are now industry leading from the training ground to the matchday experience at Vicarage Road.

The renowned international player recruitment program is both a strength for squad building and for generating record profits in the player transfer market.

Strategic partnerships with major brands have led to the largest increase in commercial revenues across all European football clubs. 

The Club now has a five million strong following online in addition to its dedicated local supporter base. 

Watford FC has all the building blocks in place for its next goal - promotion to the Premier League and sustained success in England’s top flight.


Now, in alignment with this track record of development and innovation, Watford FC is providing its fans, other football lovers and savvy investors the opportunity to purchase digital equity in the historic Club. 

In addition to the digital equity, investors will also have the option to receive tokens and access exclusive offers, plus there are plans to facilitate future trading of the tokens.

 

The Target


Watford Football Club (Watford FC) currently play in the English Football League Championship, just one step away from the world’s richest football league, the Premier League.

The difference in financial profile between the two leagues is considerable.  Promotion to the Premier League brings over $150M of increased annual income across TV rights and commercial revenues in the first year alone. A presence in the Premier League also has the potential to activate a larger international fan base.


 

The Club has shown the capacity of playing at the highest level, spending six of the last ten years in the Premier League. The team also advanced to the FA Cup final in 2019.

Watford FC plans to continue investing across the squad and club infrastructure to attain promotion and then to sustain that success through a continued presence in the Premier League. 

Thanks to the development of new young players and planned additions to the squad, the Club believes the team has the potential to gain promotion to the Premier League during the 2024/25 season.

Sports Club Valuation


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The chart above shows franchise valuation increases across major American sports leagues. Major European football clubs are seeing the same sort of gains.

In 2015, Manchester United became the first football club to reach a valuation over £1 billion. Today, their valuation sits at £4.8 billion with the average Premier League club pegged at £1.5 billion.

All 20 of the Premier League clubs rank among the 30 richest football clubs in the world. As a result, a sustained presence in the Premier League has been known to result in a club’s valuation growing 2x to 3x or more within a few years.



This pattern is in large part due to higher broadcast rights fees. The “live” nature of sports makes it one of the last programs that must be watched in real time, producing some of the largest viewing audiences and creating an attractive environment for advertisers.  

The Premier League is a clear example of this as the world’s most watched sporting property, reaching 188 countries and a cumulative audience for live programming of 1.35 billion. The league just signed a new agreement for UK broadcasting rights worth $2.6 billion per season with new international deals still to come.


The end result is generally tens of billions of dollars in higher rights fees which are then distributed to the clubs.



Financial Performance



The Club’s dealings in the transfer market and expansion of commercial revenue have led to a level of financial performance that looks to be unprecedented in EFL Championship history.

Key sources of club income are broadcast and media rights, commercial revenue, matchday revenue, and player trading.

Broadcast and media rights comprise the highest percentage of ongoing revenue. This figure has the greatest potential for growth, up to $130m annually, should the Club progress to the Premier League.

Commercial revenues grew at the fastest rate of any European football club from 2018-22, increasing by 239%.


Your browser does not support HTML5 video.That increase reflects the popularity of football and the attractiveness of the Watford FC brand as demonstrated by partner deals signed with major international brands.

Player trading has a remarkable track record thanks to the club’s ability to leverage its scouting network to discover, attract and then sell young elite talent at a higher value. Over the past four years, the Club calculates that player sales have generated $255M in revenue with $182M in profits.

Matchday revenue rose to record levels with the strategic development of Vicarage Road. The stadium now features a high level of premium seat offerings as well as award-winning hospitality. Revenue has been maintained at a high level through both Championship and Premier League seasons.
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Player Development


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The heart of any club with aspirations for Premier League success is player development.


Under the leadership of Chairman Scott Duxbury and owner Gino Pozzo, Watford FC became a key part of one of the world’s largest scouting networks with more than 15 scouts around the globe tracking data and performance on thousands of players. The Club looks to identify talent early, even beating giants like Liverpool and Manchester City to promising players.

This highly respected international recruitment program allows Watford to bring young talent into English football and develop elite players.


Historically, top talent have attracted substantial transfer fees and have gone on to play for larger clubs. Two of the most notable examples are Richarlison purchased from a Brazilian club for $13.1M and sold 12 months later to Everton for $41.6M and Joao Pedro who came to the club in 
January 2020 for $11.8M and was transferred to Brighton last summer in their most expensive purchase ever for $36.3M.

Total revenue from player sales over the past four seasons is $255M with net profits from those player sales at $146M.

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The Club believes the new young players signed over the last few years have developed significantly and are prepared to contribute significantly to the squad in the 2024/25 push to reach the Premier League.

Team management


The new manager heading into the 2024/25 season is club legend and former captain, Tom Cleverley.  Since taking charge in March, the first team became one of the toughest defensive sides in the league, keeping clean sheets in more than half of their matches.  

His passion for the club is clear. “The club’s a massive part of my life. It’s embedded in my heart. I’d be lying if I’d say I hadn’t dreamt of achieving big things here.”

The players have responded well to his management:

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Cleverley has also been involved in Watford’s player development program, meaning he understands the young talent at the club and will be looking to use it to bolster the squad.

Tradition and Fanbase


Since its founding in 1881, Watford FC has always been a club deeply connected to its local community. The team have played at Vicarage Road in the heart of Watford for more than 100 years. The club’s most famous owner was Sir Elton John who attended Watford matches from the age of six. Elton bought the club in 1976 and ran it for 14 years before selling in 1990, then owned the Club again from 1997 to 2002.

Some of the club’s greatest successes occurred during this era in part thanks to Elton’s close relationship with manager Graham Taylor who would go on to manage the England national team.

Watford finished in second place during their first season in England’s top flight and followed on with a FA Cup final appearance in 1984.

The club first reached the Premier League in 1999 and have spent six of the last ten seasons playing on the world’s biggest broadcast stage.

Recent history also includes a trip to the 2019 FA Cup Final, England’s oldest competition. The Club also won what some call "the best ending to a match ever" where a penalty kick save was followed by a last second Watford winner at the other end to advance in the Championship playoffs.


The Club attracts a large and passionate following.  The Watford online fanbase is the 16th largest among English clubs with five million social media followers. More than 20 International Supporters groups show their love for the Hornets around the world.

The passion and faith of the supporters are shown on match day. Attendance for home matches in the last two seasons for the Championship averages 90% capacity. Season ticket renewal rates stand at more than 90%. 

The Club is also deeply connected with the local community. During the pandemic, the stadium was turned into a sanctuary for National Health Service staff with more than 1,000 free meals provided each day and more than 10,000 pairs of scrubs washed by the Club’s staff.  

Watford continues to be a driving force for inclusion in football through its Watford Welcomes initiative. The Club has received numerous awards including the Advanced Level for the Premier League’s Equity, Diversity, and Inclusion Standard.

Boardroom Commitment


The club’s majority owner is Gino Pozzo whose family has been involved in football club ownership since 1984 and purchased Watford FC in 2012.  

The family are long-time owners of Udinese, a club whose circumstances are similar to Watford. Udinese have played 29 consecutive seasons in Serie A, Italy’s top flight, and twice qualified for Europe’s leading club competition, the Champions League.

Gino Pozzo masterminded the creation of the international scouting network that supplies players and generates revenue.  

Scotty Duxbury is Club Chairman. His work to revitalize Vicarage Road led to significant improvements in match day revenue with subsequent awards for Best Pitch and Best Hospitality in the Premier League.

Now the Club is ready to take a leadership role in another element of the football business. The Pozzo family has recognized the movement toward fan ownership and is opening a piece of the club to fans and investors for the first time.

Club Leadership


Gino Pozzo, Owner, with over 35 years’ experience in European football. Driving force behind international scouting network and player development programme.

Scott Duxbury, Chairman and CEO
, over 27 years of working in football with 18 years of CEO experience. Extensive records of negotiating profitable player transactions and leading the business. Leader in Vicarage Road redevelopment which has been transformed since 2012, including awards for best pitch and Hospitality in the Premier League.

Gianluca Nani, Sporting Director, with extensive experience internationally and work with multiple clubs in England.

Tom Cleverley, recently appointed Manager of Watford FC. Formerly England international and Manchester United, Cleverley served seven years as a player at Watford, including time as Club Captain.

Paul O’Brien, Commercial Director,
extensive experience in sports, joining Watford in 2015. Exceptional record in commercial development, overseeing the highest commercial growth across Europe.

Emiliano Russo, CFO,
has worked throughout his career in international finance across London, Middle East and The Americas. Joining Watford in 2017, Emiliano has overseen the largest profit for a Championship Club since 2010.

Digital Equity


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Watford was the first Premier League team to feature the Bitcoin logo on the club shirt in 2019.

Through this offering, Watford FC is taking another pioneering step, becoming the largest English football club to offer fans, sports lovers, and savvy investors the opportunity to purchase a stake through a special private market offering.

The offering price per share is $15.95 with a minimum investment of $127.59.

These shares carry a pre money club valuation figure of £175M, equal to approximately $225M

It’s important to note these are true equity shares in the Club.  Digital equity refers to the shares being held in uncertificated "digital" form (rather than a paper stock certificate). 



It is not a “pay to play” fan loyalty token that requires the purchase of cryptocurrency to acquire it. The purchase can be made in fiat currency such as US dollars or UK pounds. You do not need to buy or own any cryptocurrency to purchase shares.

Through this offering, investors will not only have the opportunity to Club ownership via Equity, but may also be provided tokens and other exclusive offers, at the discretion of Watford FC.

There are also plans to facilitate future trading of the tokens on a regulated secondaries market.

Stadium


Situated in the heart of the community, Vicarage Road has been home to Watford FC for 100 years.

Vicarage Road was fully revitalized early in the Pozzo ownership era, adding capacity to reach a figure of 22,000 with eight lounges and 20 corporate boxes as part of the stadium plan. Following these updates, the Club was recognized for Best Hospitality in the Premier League.

A strategic program for maintaining the Pitch was also created, resulting in such a high standard that the playing surface has been recognized as Premier League Pitch of the Year.

The naming of the stands tells the club’s story as well, recognizing club legends. The Sir Elton John Stand honors the music legend who’s now the Club’s Honorary President for Life while the Graham Taylor stand recognizes the Club’s greatest ever manager. The Ann Swanson Family Stand, honoring a long-time staff member, demonstrates the value that the Club places on making Vicarage Road a venue where everyone can enjoy a match.

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The Club is also exploring an ambitious stadium development project.

  1. The new design would increase capacity by more than 30% while optimizing views and adding premium seating.
  2. Enhanced hospitality offerings to provide more options for all varieties of budget.
  3. An expanded matchday experience featuring added restaurants, family zones, fan zones, and expanded club retail space.
  4. A year round gathering place for the community with new green space and family activity areas.
  5. The venue would be developed with sustainable practices and plans for a zero carbon footprint.
  6. The stadium is designed as multi-purpose, suitable for hosting concerts and other events, providing additional commercial revenue opportunities throughout the year.

Use of Proceeds


The proceeds will be used to fund initiatives to improve the performance of the club’s teams, particularly its first team. Such initiatives would include recruiting and training top players and coaching staff and developing the brand of the club.

The exact plans will be determined by the Board of Directors in its sole discretion.

Investor Perks


Watford FC is thrilled to unveil this unique campaign, offering investors the chance to not only own shares, but also to enjoy a range of exclusive perks. These perks are linked to your investment amount in the campaign. 

Important Information

All perks offered by Watford FC in its campaign are subject to availability and any terms and conditions applied by Watford FC. 

All perks are eligible only for the 2024/2025 season, unless otherwise noted. It is Watford’s responsibility to honour such perks. 

Seedrs and Republic disclaim any responsibility for the perks, and any purchasers of shares agree to hold harmless and release Seedrs and Republic from any liability. 

Tokens may be offered to investors at Watford FC’s discretion following this campaign. If tokens are offered, receiving tokens will be optional for any purchasers of shares. Watford FC aims to reward any purchasers using the token functionality with the above-mentioned additional perks, which are intended to enhance the existing perks offered in this campaign rather than replace them.

Disclaimers


**Investing is sports teams can carry risks. Some of those risks can be found below** 

Financial Performance:

Revenue Volatility: Sports teams' revenues are subject to fluctuations based on performance, fan engagement, and broader economic conditions. Poor team performance can lead to lower ticket sales, merchandise sales, and broadcasting revenue.

High Operating Costs: Teams often have high fixed costs, including player salaries, stadium maintenance, and other operational expenses. If revenues decline, these costs can quickly erode profits.

Player-related Risks:

Injuries: Key players getting injured can significantly impact a team’s performance and, consequently, its financial results.

Player Contracts and Trades: Poor decisions regarding player contracts or trades can have long-term financial repercussions. Overpaying for underperforming players can strain a team’s budget.

Market and Economic Risks:

Economic Downturns: Economic recessions can reduce disposable income for fans, leading to lower ticket sales and merchandise revenues.

Market Size: Teams in smaller markets may struggle to generate the same level of revenue as those in larger markets due to a smaller fan base and less lucrative local sponsorship deals.

Regulatory and Governance Risks:

League Rules and Regulations: Changes in league regulations, such as salary caps, revenue-sharing agreements, or changes in the collective bargaining agreement, can impact a team’s financial stability and competitiveness.

Ownership Decisions: Poor management decisions by ownership can lead to financial instability and poor team performance.

Reputational Risks:

Scandals: Player or management scandals, legal issues, or ethical breaches can damage a team’s reputation, affecting fan support and sponsorship deals.

Public Relations: Negative publicity related to team performance, management decisions, or other issues can also impact a team’s financial performance.

Stadium and Infrastructure Risks:

Stadium Financing: Building or renovating a stadium is a significant financial undertaking. Cost overruns or financing issues can burden the team with debt.

Attendance Fluctuations: Factors such as team performance, weather, and broader economic conditions can affect game attendance, impacting revenue from ticket sales, concessions, and merchandise.

Broadcasting and Media Rights:

Broadcasting Contracts: The value of broadcasting rights can fluctuate. Changes in media consumption habits, such as the shift from traditional TV to streaming services, can impact revenue from broadcasting deals.

Market Penetration: The ability to secure lucrative broadcasting deals is often tied to the team’s market size and fan base.

Competitive Risks:

Performance Cycles: Sports teams go through cycles of competitiveness. Periods of rebuilding or poor performance can reduce fan interest and revenue.

Competition: Both within the league and from other forms of entertainment, competition can impact a team’s market share and financial performance.

**Investing in Soccer Clubs specifically can carry additional risks. Some of those additional risks can be found below**

Financial Volatility: Soccer clubs' financial performance can be highly volatile, influenced by factors such as player transfers, sponsorship deals, and match results. Fluctuations in revenue streams can affect the club's profitability and investment returns.


Player Injuries and Performance:
The performance of a soccer club heavily depends on its players. Injuries to key players or a decline in their performance can negatively impact the team's results, affecting the club's market value and potential revenue streams.


Regulatory Changes:
Changes in regulations governing soccer leagues or financial regulations can impact the club's operations and financial stability. For example, changes in league rules, financial fair play regulations, or taxation policies can affect revenue and spending.


Relegation Risk: In leagues with promotion and relegation systems, there's a risk of the club being relegated to a lower division if it performs poorly. Relegation can lead to loss of revenue, decreased fan engagement, and reduced sponsorship opportunities.


Ownership Disputes: Ownership disputes or conflicts among stakeholders can disrupt the club's operations and affect its financial stability. Disagreements over investment decisions, management strategy, or ownership shares can lead to instability and hinder long-term growth.


Market Dependency: Soccer club revenues often heavily rely on factors such as ticket sales, merchandise, and broadcasting rights. Economic downturns or changes in consumer behavior can affect these revenue streams, impacting the club's financial health.


Lack of Success: Failure to achieve sporting success, such as winning titles or qualifying for prestigious tournaments, can result in decreased fan interest, lower sponsorship deals, and reduced commercial opportunities, ultimately affecting the club's financial performance.


Debt Accumulation: Some clubs may accumulate significant debt to finance player transfers, stadium construction, or other investments. High debt levels can lead to financial instability and make the club vulnerable to insolvency or ownership changes.


Political and Social Risks: In some regions, political instability or social unrest can affect soccer clubs directly or indirectly. This could include changes in government policies, fan violence, or societal issues impacting attendance and sponsorship.
Currency Fluctuations: For clubs operating across borders or dealing with international transfers, currency fluctuations can pose a risk. Exchange rate movements can impact transfer fees, player wages, and revenues earned from international sources.

Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured. 

Diversification does not guarantee a profit or protect against losses.

Watford Footbal Association Ltd. may use influencers and the parameters of those influencers should be disclosed. 

Investors may be subject to additional fees including but not limited to exchange rates, gas fees, processing charges, and other investment processing payments.

Certain information set forth in this presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.

Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th Floor, New York, NY 10010, please check our background on FINRA’s BrokerCheck. Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.  Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

https://www.finra.org/#/
https://www.sipc.org/

THIS OFFERING IS CONDUCTED PURSUANT TO RULE 506(C) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND IS LIMITED SOLELY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT. ONLY PERSONS OF ADEQUATE FINANCIAL MEANS WHO HAVE NO NEED FOR PRESENT LIQUIDITY WITH RESPECT TO THIS INVESTMENT SHOULD CONSIDER PURCHASING THE [token name] TOKENS OFFERED HEREBY BECAUSE: (I) AN INVESTMENT IN THE [token name] TOKENS INVOLVES A NUMBER OF SIGNIFICANT RISKS; AND (II) NO MARKET FOR THE [token name] TOKENS CURRENTLY EXISTS, AND EVEN IF ONE WERE TO DEVELOP, THE [token name] TOKENS OFFERED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS AS DESCRIBED HEREIN. THIS OFFERING IS INTENDED TO BE AN OFFERING THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

This Offering is limited solely to Purchasers who are “accredited investors” as defined in Regulation D. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are an accredited investor and must have provided a third-party certification attesting to such status as required by Rule 506(c). You must also represent in writing that you are (i) purchasing the Subscription Agreements for your own account and not for the account of others and not with a view of reselling or distributing the [token name] Tokens, (ii) not domiciled or a citizen of a country in which cryptocurrency offerings are illegal, and (iii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.

In order to qualify as an “accredited investor,” a potential Purchaser must meet one of the following conditions of the date on which the Token Purchase Agreement is executed and as of the date of the purchase:

(i) Individual – Income Test. An individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;

(ii) Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual's primary residence);

(iii) IRA or Revocable Company. An Individual Retirement Account (“IRA”) or revocable Company and the individual who established the IRA or each grantor of the Company is an accredited investor on the basis of (i) or (ii) above;

(iv) Self-Directed Pension Plan. A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Partnership;

(v) Other Pension Plan. A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

(vi) Irrevocable Company. An irrevocable Company which consists of a single Company (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Partnership, and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

(vii) Corporations and Other Entities in General. A corporation, partnership, limited liability Company or Massachusetts or similar business Company, that was not formed for the specific purpose of acquiring an interest in the Partnership, and which has total assets in excess of $5,000,000; or

(viii) Entity Owned by Accredited Investors. An entity in which all of the equity owners are accredited investors. OpenDeal Broker LLC is a New York limited liability company. Neither OpenDeal Broker LLC nor Republic Crypto LLC d/b/a Republic Advisory Services (“Republic Advisory Services”) nor any of their affiliates has independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by the Company.

Deal terms


Allocation
$81.026M

The total investment amount in Watford FC being offered to investors.

Valuation
£175M

The value of the company before investments in this round. 

Security type
shares

Ordinary B Common Shares

Price per security
$15.95

Price per share

Minimum investment
$127.6

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

Maximum investment
$6.41M

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

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by WATFORD ASSOCIATION FOOTBALL CLUB LIMITED.
Company documents
Subscription Agreement Watford Reg D PPM.pdf Form CRS.pdf Accreditation FAQs.pdf Disclosure & Disclaimers.pdf Additional Risk Disclosures.pdf

About Watford FC

Legal Name
WATFORD ASSOCIATION FOOTBALL CLUB LIMITED
Founded
Jul 1909
Form
United Kingdom Limited Partnership
Employees
4
Social Media
None
Headquarters
Google Map location of of Watford FC
Vicarage Road , Watford Hertfordshire, England
Headquarters
Vicarage Road, Watford Hertfordshire, England, United Kingdom WD18 0ER

Watford FC Team
Everyone helping build Watford FC, not limited to employees

Profile picture of Gino Pozzo
Gino Pozzo
Owner
Profile picture of Scott Duxbury
Scott Duxbury
Chairman & CEO
Profile picture of Gianluca Nani
Gianluca Nani
Sporting Director
Profile picture of Paul O'Brien
Paul O'Brien
Commercial Director
Profile picture of Emiliano Russo
Emiliano Russo
CFO
Profile picture of Tom Cleverley
Tom Cleverley
Manager
6 more team members
Gino Pozzo
Owner
Scott Duxbury
Chairman & CEO
Gianluca Nani
Sporting Director
Paul O'Brien
Commercial Director
Emiliano Russo
CFO
Tom Cleverley
Manager

FAQ

What is the legal name of the entity (“Issuer”) for this offering?

What is the legal name of the entity (“Issuer”) for this offering?

The Watford Association Football Club Limited (“Watford”)

What type of security will investors receive?

What type of security will investors receive?

Watford is offering Class B non-voting ordinary shares. Investors are purchasing equity in Watford.

What are Ordinary Shares?

What are Ordinary Shares?

An ordinary share is a security that represents an ownership share in a company, proportional to the amount of shares outstanding.

What is “digital equity”?

What is “digital equity”?

The Company may refer to its equity as “digital equity.” Digital equity simply means equity that is held in uncertificated (e.g., non-paper form). Meaning, there is no share certificate.  Most securities in the US are held in uncertificated form. The SITs (defined below) are not “digital equity” or a digital representation of investors’ common stock.

How is this offering facilitated?

How is this offering facilitated?

This global securities offering is hosted on Republic through OpenDeal Broker LLC (“ODB”), a registered broker-dealer); and Seedrs Limited (“Seedrs”), an affiliate of Republic in the UK.

Who is eligible to invest in Watford?

Who is eligible to invest in Watford?

  • [Reg D] For United States residents, this deal is open to investors verified as accredited. See more information about accredited investors here.

Can entities invest?

Can entities invest?

In the United States, only single-owner entities can invest.



What is the minimum investment amount? The minimum investment amount varies as follows:

What is the minimum investment amount? The minimum investment amount varies as follows:

  • For accredited investors in the United States and international investors purchasing shares via the Republic platform, the minimum purchase amount will be 8 shares or £99.52 ($127.59) for individuals and entities.

  • The Company is not selling fractional shares, so all purchases of shares shall be in whole numbers of shares.

Do the securities purchased differ by geography? Are there any differences to the security whether purchased on ODB or Seedrs?

Do the securities purchased differ by geography? Are there any differences to the security whether purchased on ODB or Seedrs?

The Shares sold to investors will be identical in all material respects irrespective of which platform, exemption, or permission they are sold through.

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

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

Securities will be delivered to the Brassica Trust Company, and your ownership will be reflected in your individual Brassica Custody account. Brassica will act as the legal holder of record for securities purchased through ODB.

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

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

  • SITs are Blockchain-based ERC-1404 tokens to provide an additional method for investors to provide a notification directing the transfer of the Equity. The Company may mint SITs, and Investors may opt to receive SIT. 

    1. SITs are not intended to be a digital representation of the Equity.

    2. SITs are not necessary for investors to realize a return, if any, on their investments. 

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

Will SITs be issued/distributed to investors?

Will SITs be issued/distributed to investors?

  • Watford has the right and the intention, but not the obligation, to mint and distribute SITs on the blockchain network.

  • If SITs are distributed, investors may opt to receive SITs on a 1:1 basis with the Equity.  I.e., if an investor has 10 shares of Equity they can receive 10 tokens. 

What access and actions are SIT holders provided?

What access and actions are SIT holders provided?

Investors will also have the option to receive SIT tokens and access certain exclusive offers.

What are possible limitations for SIT holders?

What are possible limitations for SIT holders?

  • SITs do not directly embody the full spectrum of rights typically associated with equity securities. Holders of SITs do not directly acquire legal or economic interests in the assets of the issuer. Ownership lies with the underlying common stock. 

Are SITs tradeable or transferable?

Are SITs tradeable or transferable?

The Issuer has contemplated plans to enable the transferability of SITs via a secondaries marketplace, such as via the alternative trading system INX, but transferability of the SITs is not guaranteed. Outside of the SITs, the Equity is transferable akin to how all equities may be transferred in the relevant jurisdictions. To transfer SITs, the transferee will need to go through onboarding, enter into various agreements to and actions to get their wallets whitelisted (KYC/AML etc.).

Are there additional risks associated with SITs?

Are there additional risks associated with SITs?

  • Yes, but again investors need not opt to receive SITs as they are purchasing equity in Watford which carries with it all of the standard characteristics of traditional equity. For a comprehensive review of the risks associated with the SITs, please review the offering documents. For a comprehensive review of the risks associated with the SITs please review the offering documents.  Risks include, without limitation:

    1. SITs have not yet been minted, and the Company may opt to not mint or distribute SITs.

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

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

    4. Investors may lack information for monitoring their purchases.

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

    6. Several external factors outside of the Company may influence the price of the Equity.

    7. A disruption of the Internet or the Ethereum Network would affect the ability to transfer Equity via SITs.

    8. SITs do not have inherent value absent the Equity.

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

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

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

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

Are there risks associated with investing in digital equity (or stock)?

Are there risks associated with investing in digital equity (or stock)?

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

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

How do I earn a return?

How do I earn a return?

Watford is issuing equity. Investors may realize returns if Watford “exits,” meaning it is acquired or goes public at a higher price than an investor paid for it, or if an investor sells its securities at a higher price than purchased (via SIT or otherwise). There is also a risk that you could lose your entire investment if the company fails. Football clubs are 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.

How will I receive my perks?

How will I receive my perks?

  • The issuer (Watford) manages the perks that investors earn by participating in this offering after the deal is finalized.

  • Please reference the deal page for the most accurate description of the perks available to investors.

  • In the event that perks are only available to investors who opt-in to receive SITs, investors will need to create a Republic wallet to receive the tokens.

What is a custodian and what’s a custodial account?

What is a custodian and what’s a custodial account?

A custodian is a qualified third-party entity that acts as a beneficial owner of securities. An investor will open a custodial account with the 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 that works with the issuer raising on the platform. The custodian of this offering is Brassica Trust Company LLC.

Will I have to set up a custodial account and what’s the process?

Will I have to set up a custodial account and what’s the process?

  • Yes, since the company is utilizing a custodian, all investors in the offering will be required to create a custodial account with Brassica Trust Company LLC.

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

Why would a company use a custodian like Brassica?

Why would a company use a custodian like Brassica?

  • 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 Brassica?

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

  • 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

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

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

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

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

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

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

Brassica 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.

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

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

  • Please contact our team at investors@thecapitalr.co with any further questions related to your custodial account with Brassica.

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

Risks

Litigation and third-party claims may adversely affect the value of the Equity
From time to time, third parties may assert claims against the Company. Regardless of the merit of any legal action or claim, any action that reduces confidence in the Company’s long-term viability or the ability of individuals to hold and transfer Equity may adversely affect the price of the Equity. Additionally, a meritorious claim could highly damage the value of the Equity.
Planned public listings of shares may offer the public an opportunity to buy equity in the company at lower prices and without a lockup than participants in this Offering.
Public listings on exchanges may give purchasers the chance to purchase shares on those exchanges for a lower price than what participants in this Offering are paying. Additionally, that Equity may not have a lockup associated with it.
Negative performance by Watford’s teams or players may negatively impact the value of the Equity.
Despite Watford’s historical success and performance, the teams may perform abysmally and could cause the value of the club, its players, and the Equity to suffer, especially if the first team’s performance is poor. Poor performance can also cause relegation of the teams to lower leagues, which would mean a decrease in relevance, viewership, fans, gate receipts, and merchandise sales, among other important team and Company metrics. Such decreases would also cause issues for the club to recruit players and may cause existing players to leave the club. The decrease in player talent would cause even further decreases in performance and further decrease the value of the Equity.
Risks Associated with the Structure of Offering Purchase Agreements
An investment in a OPA involves a significant amount of risk and is suitable only for sophisticated Purchasers: (i) of substantial means who have no immediate need for liquidity in the amount invested; (ii) for whom such investment does not constitute a complete investment program; (iii) that fully understand, and are willing to assume and have the financial resources necessary to withstand, the risks involved in investing in the OPA; and (iv) that can bear the potential loss of all of their investment in the OPA. There is no assurance as to whether an investment in an OPA will be profitable. Any Investment made in an OPA may result in a loss of all or part of a Purchaser’s Investment. The Offering Purchase Agreement or a portion thereof may be modified, waived, or amended without your consent consistent with its terms.
The Company’s reliance on key personnel
The Company’s success relies heavily on the key personnel, including but not limited to coaching staff, the management of the club, the managing board, and the Pozzo family. Death or disability of any of these personnel could cause significant disruption in the club’s operations and negatively impact the performance of the teams. The club may also have difficulty in recruiting, training, and retaining qualified staff.
There is no guarantee that liquidity will develop
It is possible that there will be very little or no liquidity for the Equity purchased. Low liquidity may cause the investment into Equity to have very low or no value, as investors may be forced to hold such shares indefinitely.
Geopolitical, health, or natural disasters may disrupt games or the ability of the teams to play
Similar to how COVID-19 disrupted and canceled many of the teams’ games, similar diseases, natural disasters, or geopolitical developments could cause disruption or cancelation of the teams’ games, causing lower viewership, gate receipts, and relevance for club sports.
Real or perceived errors, failures, or bugs in the Security Instruction Tokens, or in the software or systems of third-party developers utilizing the SITs, could adversely affect the Company and the value of the Equity.
Real or perceived errors, failures, vulnerabilities, or bugs in the SITs or in the software or systems of third-party developers utilizing the SITs, could harm the value of the Company and the Equity. Errors, failures, vulnerabilities, or bugs may occur and may cause errors or failures that cause SITs to be transferred without proper permissions, affecting the liquidity and effectiveness of resale of Equity via SITs. The Company will take all efforts to prevent such occurrences and will strive to ultimately maintain proper ownership records even in the event of fraudulent activity that results in an unauthorized transfer of an SIT, but there is a risk that such unauthorized transfers may be irreversible, perhaps because of local laws or otherwise. Any such errors, failures, vulnerabilities, or bugs may not be found until after the SITs have been deployed on a network, which could result in negative publicity, a decrease in user and developer satisfaction or adoption, loss of competitive position, or claims from third parties. We may not be able to promptly resolve these problems, if at all. Any of these incidents could materially and adversely harm the Company and the Equity.
The tax treatment of acquiring, holding, and where permitted, selling, exchanging, or otherwise disposing of the Equity in conjunction with the SITs is uncertain, and there may be adverse tax consequences for Purchasers upon certain future events.
The tax treatment of acquiring, holding, and where permitted, selling, exchanging, or otherwise disposing of the Equity in conjunction with the SITs is uncertain, and each Purchaser must seek its own tax advice in connection with a purchase of the Equity as described herein. The Company has not requested a ruling from any tax authority regarding the tax treatment of the Equity. Acquiring, holding, and where permitted, selling, exchanging, or otherwise disposing of the Equity in conjunction with the SITs may result in adverse tax consequences to Purchasers, including liability for withholding taxes and income taxes and responsibility for complying with certain tax reporting requirements. Each Purchaser should consult with and must rely upon the advice of its own tax advisors with respect to the tax treatment of acquiring, holding, selling, exchanging, or otherwise disposing of the Equity.
The SITs’ blockchain may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which may result in security breaches and the loss or theft of SITs. If these technologies’ security is compromised or if the protocols are subjected to attacks that frustrate or thwart access to and use of the SITs, secondary trading using SITs may be thwarted, which could seriously curtail the liquidity of the Equity and cause a decline in the market price of the Equity.
The SITs, and the networks, applications and other interfaces which will utilize it, as well as applications built upon the networks that will utilize it, are still in the early stages and are unproven, and there can be no assurances that the operation of the SITs will be uninterrupted or fully secure which may result in a complete loss of the SITs. Additionally, if the underlying blockchain or network is subject to unknown and known security attacks (such as double-spend attacks or other malicious attacks), this may materially and adversely affect the Company’s reputation, even though the Company is not responsible for the attacked network. In any such event, Purchasers may lose a significant amount of their Total Purchase Price.
A disruption of the Internet or the SITs’ blockchain network would affect the ability to transfer Equity.
Blockchains depend on the Internet. A significant disruption in Internet connectivity could disrupt the SITs’ native blockchain network’s operations until the disruption is resolved and have an adverse effect on the price of the Equity which uses the SITs as a mechanism of transfer. In addition, the blockchain network may be subjected to several denial-of-service attacks in the future, which could lead to delays in block creation and in the transfer of Equity. Any future attacks that impact the ability to transfer the Equity could have a material adverse effect on the price and supply of the Equity.
Assertions by third parties of infringement or other violation by us of their intellectual property rights could adversely affect the value of the Equity.
Third parties may in the future assert that we have infringed, misappropriated, or otherwise violated their copyrights, patents, and other intellectual property rights, and as we face increasing growth, the possibility of intellectual property infringement claims against us grows. Various laws and regulations govern the copyright and other intellectual property rights associated with Watford. Existing laws and regulations are evolving and subject to different interpretations, and various legislative or regulatory bodies may expand current or enact new laws or regulations. We cannot assure you that we are not infringing or violating any third-party intellectual property rights, or that we will not do so in the future. In addition, sports club companies are frequently subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. It is difficult to predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm our business, operating results, and financial condition. If we are forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out of court, or are determined in our favor, we may be required to expend significant time and financial resources on the defense of such claims. Furthermore, an adverse outcome of a dispute may require us to pay significant damages, which may be even greater if we are found to have willfully infringed upon a party’s intellectual property; cease exploiting copyrighted content that we have previously had the ability to exploit; cease using solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; indemnify our partners and other third parties; and/or take other actions that may have material effects on our business, operating results, and financial condition.
Currency fluctuations may devalue the Equity in the currency of the Purchaser.
The Equity is priced in British Pound Sterling (GBP). Purchases made in US Dollars for the Equity may decrease in value in US Dollar terms even if the nominal price in GBP increases, if the US Dollar rises in value against the British Pound Sterling. A significant devaluation of GBP in USD terms could cause the Equity to significantly lose value for the Purchaser.
The regulatory regime governing the blockchain technologies, cryptocurrencies, coins including the SITs is uncertain, and new regulations or policies may materially adversely affect the value of the Equity.
Regulation of SITs, offerings such as this, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is still relatively undeveloped, likely to rapidly evolve, varies significantly among international, federal, state, and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the liquidity of the Equity.
As blockchain networks and blockchain assets have grown in popularity and in market size, US federal and state agencies have begun to regulate their use and operation.
In the case of virtual currencies, state regulators like the New York Department of Financial Services have created new regulatory frameworks. Others, as in Texas, have published guidance on how their existing regulatory regimes apply to virtual currencies. Some states, like New Hampshire, North Carolina, and Washington, have amended their state’s statutes to include virtual currencies into existing licensing regimes. Treatment of virtual currencies continues to evolve under federal law as well. The Department of the Treasury, the Commission, and the Commodity Futures Trading Commission (the “CFTC”), for example, have published guidance on the treatment of virtual currencies. The Internal Revenue Service (the “IRS”) has released guidance treating virtual currency as property that is not currency for US federal income tax purposes, although there is no indication yet whether courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws. The regulation of non-currency use of blockchain assets is also uncertain. The CFTC has publicly taken the position that certain blockchain assets are commodities, and the Commission, including Chairman Gary Gensler, has issued several public reports or comments stating federal securities laws require treating some blockchain assets as securities. Recently, the Commission also won summary judgment in federal court in its case against LBRY, Inc., establishing that its blockchain token LBC was offered as an unregistered security. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a blockchain network or asset, the SITs and Equity may be materially and adversely affected. Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions. In August 2017, Canada issued guidance stating the sale of cryptocurrency may constitute an investment contract in accordance with Canadian law for determining if an investment constitutes a security. In July 2016, the Russian Ministry of Finance indicated that it supports a proposed law that bans cryptocurrencies domestically. Russia has since issued several releases indicating they may begin regulating cryptocurrencies and licensing miners and entities engaging in initial coin offerings. In July 2016, the European Commission released a draft directive that proposed applying counterterrorism and anti-money laundering regulations to virtual currencies, and, in September 2016, the European Banking authority advised the European Commission to institute new regulation specific to virtual currencies, with amendments to existing regulation as a stopgap measure. On September 4, 2017, China issued a guidance prohibiting the practice of using cryptocurrency for capital fundraising. Additional reports have surfaced that China is considering regulating cryptocurrency businesses by enacting a licensing regime. In April 2019, China’s National Development Reform Commission listed crypto-mining among a variety of industries it intends to eliminate. In September 2017, the Financial Services Commission of South Korea released a statement that initial coin offerings would be prohibited as a fundraising tool. In December 2018, South Korea’s Financial Services Commission stated that six bills related to the regulation of cryptocurrencies had been submitted to the National Assembly. One of the bills would require all persons in charge of a cryptocurrency transfer business to register with the Financial Services Commission. In June 2017, India’s government ruled in favor of regulating cryptocurrencies. In April 2018, the Reserve Bank of India issued a statement to all entities regulated by the Reserve Bank, stating that they must cease all activities related to cryptocurrency. In 2018, Australia passed legislation which requires digital currency exchange providers to register with AUSTRAC (the Australian Transaction Reports and Analysis Centre). Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the use of SITs, or that the use of SITs violates applicable law. Such laws, regulations or directives may conflict with each other and may directly, negatively, and materially impact the continued use of SITs. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the value of the Equity.
The Equity contemplated hereby may be subject to registration under the Exchange Act if the Company has assets above $10 million and more than 2,000 Purchasers participate in such offering.
Each company with total assets above $10 million and more than 2,000 holders of record of a class of its equity securities, or 500 holders of record of a class of its equity securities who are not accredited investors, must register that class of equity securities with the Commission under the Exchange Act. The Company has already surpassed $10 million in assets. While the SITs are not intended to constitute equity securities within the meaning of the Exchange Act, there is substantial uncertainty on the application of US securities laws to cryptocurrencies, and there is no guarantee that they will not be characterized as such. There is a remote chance that the Commission will deem the SITs to constitute “equity securities” under the Exchange Act; and in such event, if the number of Equity holders as described herein surpasses 2,000 Purchasers, or there are more than 2,000 holders, then the Company will have to register the SITs as described herein with the Commission, which will be a laborious and expensive process. If such registration takes place, it would require us to incur substantial additional expenses, including expenses to comply with the periodic reporting requirements under the Exchange Act. If we do not pursue such registration, or if we abandon the development of the SIT mechanism, there may be a significant decrease in liquidity and value of the Equity.
Purchasers may lack information for monitoring their purchases.
The Purchaser may not be able to obtain all information it would want regarding the Company or the Equity on a timely basis or at all. It is possible that the Purchaser may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of its purchases. In addition, the Company is a private entity and is not required to publicly disclose any information about its finances, cash runway, or product development status. Certain information relating to the Company may not be publicly disclosed or readily available. As a result of these difficulties, as well as other uncertainties, a Purchaser may not have accurate or accessible information about their Equity.
The application of distributed ledger technology is novel and untested and may contain inherent flaws or limitations.
Blockchain is an emerging technology that offers new capabilities which are not fully proven in use. There are limited examples of the application of distributed ledger technology. In most cases, software used by blockchain asset issuing entities will be in an early development stage and still unproven. As with other novel software products, the computer code underpinning the blockchain networks using the SITs may contain errors, or function in unexpected ways. Insufficient testing of smart contract code, as well as the use of external code libraries, may cause the software to break or function incorrectly. Any error or unexpected functionality may cause a decline in value of the Equity and result in substantial losses to Purchasers.
Several external factors may influence the price of the Equity
Several factors may influence the market price of the Equity, including, but not limited to: ● Global blockchain asset supply; ● Global blockchain asset demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of blockchain assets like cryptocurrencies as payment for goods and services, the security of online blockchain asset exchanges and digital wallets that hold blockchain assets, the perception that the use and holding of blockchain assets is safe and secure, and the regulatory restrictions on their use; ● Purchasers’ expectations with respect to the rate of inflation; ● Interest rates; ● Currency exchange rates, including the rates at which digital assets may be exchanged for fiat currencies; ● Activities of large purchasers, including private and registered funds, that may directly or indirectly purchase or sell the Equity; ● Monetary policies of governments, trade restrictions, currency devaluations and revaluations; ● Regulatory measures, if any, that affect the Equity or its resale; ● Global or regional political, economic or financial events and situations; and
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By accessing the Site and any pages thereof, you agree to be bound by the Terms of Use and Privacy Policy. Please also see OpenDeal Broker’s Business Continuity Plan and Additional Risk Disclosures. All issuers offering securities under regulation crowdfunding as hosted by OpenDeal Portal LLC are listed on the All Companies Page. The inclusion or exclusion of an issuer on the Platform Page and/or Republic’s Homepage, which includes offerings conducted under regulation crowdfunding as well as other exemptions from registration, is not based upon any endorsement or recommendation by OpenDeal Inc, OpenDeal Portal LLC, or OpenDeal Broker LLC, nor any of their affiliates, officers, directors, agents, and employees. Rather, issuers of securities may, in their sole discretion, opt-out of being listed on the Platform Page and Homepage.

Investors should verify any issuer information they consider important before making an investment.

Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Therefore, when you use the Services we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license, passport or other identifying documents.

Republic and its affiliates are not and do not operate or act as a bank. Certain banking services are provided by BitGo Trust Company, a South Dakota-chartered trust company and registered money services business. BitGo Trust Company is not an FDIC member. Digital (crypto) assets and investment products are not insured by the FDIC, may lose value, and are not deposits or other obligations of BitGo Trust Company and are not guaranteed by BitGo Trust Company. Terms and conditions apply.

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