Republic Republic Republic
  • Log in
Open account
Oops! We couldn’t find any results...
Can’t find a deal? Try advanced search.
Is something missing? Add your suggestion here.
Primary market Live deals Trading Buy and sell Republic Note Own a piece of Republic's upside
Republic Ventures Opportunities for accredited investors
Republic Capital Multi-stage venture firm
Wallet Manage your digital assets Mobile app Available on iOS or Android Learning center Explore investor resources FAQ Get your questions answered
Capital fundraising Raise on Republic Tokenized assets Design, launch, manage tokenized assets Sharedrops Gift equity as a reward Founder Academy A complete guide to raising funds
Advisory Access veteran web3 advisors Infrastructure Stake your digital assets Tokenization Deploy your assets on-chain
Republic Capital In-house Venture Capital fund Broker dealer Regulated capital services
Republic Republic Republic
Oops! We couldn’t find any results...
Can’t find a deal? Try advanced search.
Is something missing? Add your suggestion here.
  • US

  • Log in
  • Open account
All investors
Primary market Live deals Trading Buy and sell
Republic Note Own a piece of Republic's upside
Accredited only
Republic Ventures Opportunities for accredited investors
Institutional
Republic Capital Multi-stage venture firm
More
Wallet Manage your digital assets Mobile app Available on iOS or Android Learning center Explore investor resources FAQ Get your questions answered
Growth capital solutions
Capital fundraising Raise on Republic Tokenized assets Design, launch, manage tokenized assets Sharedrops Gift equity as a reward Founder Academy A complete guide to raising funds
Web3 services
Advisory Access veteran web3 advisors Infrastructure Stake your digital assets
Tokenization Deploy your assets on-chain
Institutional services
Republic Capital In-house Venture Capital fund
Broker dealer Regulated capital services

I Am Not Satoshi by White Paper Films isn't accepting new investments

Explore new investment opportunities:

View companies raising now
Logo of I Am Not Satoshi by White Paper Films

I Am Not Satoshi by White Paper Films

A Chris Cannucciari documentary film about the mysterious creator of Bitcoin
Video & Streaming Media Production & Curation
Facebook Telegram Twitter LinkedIn
Featured image of I Am Not Satoshi by White Paper Films
I Am Not Satoshi by White Paper Films has withdrawn its campaign
All investments have
been refunded.

Check out other startups
Invest in I Am Not Satoshi by White Paper Films
Campaign closed

Open for investment

Investors in I Am Not Satoshi by White Paper Films also invested in these companies. View more
Logo of The Sports Bra

The Sports Bra

The world's first sports bar fully dedicated to wome...

Republic Funding Portal · Reg CF
Logo of Mintworks

Mintworks

$30T opportunity by 2030. We turn any asset into dig...

Republic Funding Portal · Reg CF
Logo of Lumida Wealth

Lumida Wealth

Lumida is Scaling. Invest in the AI Platform Disrupt...

Republic Funding Portal · Reg CF
Logo of  Metaintro

Metaintro

The Bloomberg of Labor Markets - AI-powered workforc...

Republic Funding Portal · Reg CF
Logo of Happiness Insurance Inc.

Happiness...

The World’s Only Happiness Insurance®— a new categor...

Republic Funding Portal · Reg CF
Logo of Anodos Labs Inc

Anodos Labs Inc

Banks have had their time. Now, it's yours. One app,...

Republic Funding Portal · Reg CF
Logo of Cognivix

Cognivix

Robots that learn new assembly tasks from one demons...

Republic Funding Portal · Reg CF
Logo of OpenRange Social

OpenRange Social

Social Platform for the 54M Hunters, Anglers and Out...

Republic Funding Portal · Reg CF
Logo of Wagyu Factory Miami

Wagyu Factory Miami

Miami-based Wagyu restaurant in large hospitality po...

Republic Funding Portal · Reg CF
Loading...
Pitch Discussion 8 Updates
Invest Invest in I Am Not Satoshi by White Paper Films
Facebook Telegram Twitter LinkedIn
Film Investment opportunity Team Track record Funding Making the film Milestones
About Team FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by White Paper Films LLC.
Loading

Hear from some of the 0 investors in I Am Not Satoshi by White Paper Films


Show more

Highlights


  • An upcoming documentary film about the mysterious creator of Bitcoin
  • A window into the history, mythology, & disappearance of Satoshi Nakamoto
  • Director/journalist Chris Cannuciari (Vice News, WIRED, WaPo, Nat Geo)
  • Production is already well underway
  • Limited window to participate as an investor
  • Investments above $10,000 will have their name included in the credits

Film


He disappeared forever

Today, the combined value of crypto is larger than the GDP of all but a few countries, and yet Satoshi Nakamoto opted out of the fame. “I Am Not Satoshi” will be the first major film to tell the story of Nakamoto through the eyes of his peers.

A documentary whose subject is in absentia, “I Am Not Satoshi” follows the stories of the geniuses, rogues and revolutionaries who made Bitcoin and Satoshi Nakamoto possible.


Modern cryptocurrency was born with Bitcoin in 2009
and it has forever changed the world


From Elon Musk to the nation of El Salvador, from Banksy to the NBA, from the Metaverse to Mom and Pop shops, Cryptocurrency is changing everything. The genesis of all of this came from the posting of an unknown individual on an obscure mailing list back in 2009. 

Though it became an open source project, Bitcoin was invented by one individual, Satoshi Nakamoto. By all accounts the meteoric rise in the price of Bitcoin makes Nakamoto the 20th richest person in the world, and yet Nakamoto disappeared from the face of the Earth in 2011. 

Or has he? Since the multi-Billionaire left the project, it became apparent that Nakamoto was a pseudonym and the real person or people behind the identity could still be involved with the project. It’s just as likely that Nakamoto has passed on or just wants to live a normal life away from the fame the Nakamoto avatar would pro- vide. 

We are left with a major invention without a known inventor, a truly puzzling and frustrating situation for the history books.

The true story of bitcoin, before fact becomes myth

Separating fact from fiction, the film will breakdown who and what made Nakamoto possible. Bitcoin stands on the shoulders of giants and those who came before made it all possible. Our retelling will illuminate the lives and deaths of Cryptocurrency’s early inventors and the events that turned Bitcoin into a global financial revolution.

From a cryogenically frozen programer, to a revolutionary financial technologist, to a most wanted criminal and a renegade tax evader creating a schism in the whole system. Bitcoin, like other explosively revolutionary ideas, has equal capacity for greater good and greater bad. It is for those who use it to decide.

This is their story.

Investment opportunity


You can be part
of a feature film

“Cannucciari’s” 2017 groundbreaking film “Banking on Bitcoin” took Netflix by storm. It held Netflix's top 10 documentary page for over six months. Cannucciari’s storytelling aims to take “I Am Not Satoshi” to a higher level.

This is your chance to be a part of our journey. Your investment may not only receive a potential ROI+, Republic Investors who participate above the $10,000 threshold will receive name placement in the film's end credits. In honor of Satoshi Nakamoto, we will be locking those credits into the Bitcoin blockchain and you will forever be a part of this film's history.

Team


From the producer/director of “Banking on Bitcoin”

Chris Cannucciari wrote, produced and directed the feature documentary on Bitcoin, “Banking On Bitcoin, which premiered at number one on iTunes in early 2017. After its Netflix debut, the film remained in their Top Ten Documentaries list for more than six months. The film has been called a “game changer for cryptocurrency” and it continues to be referenced as the best introduction to Bitcoin.

Cannucciari began his career, documenting true stories as a Photojournalist for the Washington Post, National Geographic and AP in Rome, Italy. Cannucciari has had a long career in documentary filmmaking, beginning with his time at Vice News from 2007, working on the “Creators Project.” More recently he headed up Viceland’s #1 rated show, “Desus & Mero.” In 2019 his Feature Documentary for WIRED, “Machine Learning: Living in the Age of A.I.” premiered at Cannes Lion.

He earned the prestigious Peabody award for his five years of work with “The Onion,” his 2009 feature, “New Brooklyn’’ took two best picture awards (Canary Island Festival and SANFIC), he has earned multiple Webbys and Best Short Film, “Stanhope”(HBO), at the American Black Film Festival and the Woodstock Film Festival. His YouTube series “Great Depression Cooking with Clara’’ was one of Google’s first YouTube creator partnerships. The Show has 900k subscribers and counting.

Cannucciari has been working on “I Am Not Satoshi” for the past 4 years to create a thoroughly researched and comprehensive documentary of the greatest enduring mystery of the digital age.

Track record


Praise for
"Banking on Bitcoin"

“Banking On Bitcoin… follows the ideological battle underway between fringe utopists and mainstream capitalism” - Deadline

“Banking on Bitcoin is #2 on Film Daily’s list of “9 Best Hollywood Movies Base on Trading and Stock Market.” - Film Daily

“For anyone who wants to know about bitcoins or wants to invest in this industry, this movie is a must-watch.” - That Watch

“A Good Intro to Bitcoin in Need of a Sequel” - Nasdaq

Funding


Secured funding, and looking for help to help add all the final bells and whistles

Funding on Republic will go primarily towards: 

  • Finishing Principal Photography: Crew, travel and physical production over the next several months as we finish the last sections of the film.

  • Post-Production: We’ll be working with accomplished editors, animators, composers, sound mixers and colorists to make this story really sing. 

  • Accounting, Legal, Promotion and Marketing


A look ahead: "I Am Not Satoshi" projected timeline


September/October 2022: Finishing principal photography.

February 2022: Completing the editing process and moving towards finishing with color and sound.

Q2 2023: Completed film looking toward a premiere in Los Angeles.

Making the film


The film will take us across the globe...

...as we connect with the primary players from the birth of Bitcoin—the Cypherpunks.

Satoshi was a member of this group and an active contributor to their mailing list. The cypherpunks were Satoshi’s contemporaries and collaborators, and we’ve garnered extensive access to key players from that movement and those closest to the inception of Bitcoin.

We’ll also be talking to tech luminaries, investigators, journalists, and industry insiders to unpack the past, present, and future of Bitcoin—arcing a narrative about why Satoshi disappeared, why people are so fixated on their identity, and ultimately why this mystery still carries so much power.


The greatest mystery of the 21st century


Cannucciari’s access and approach have resulted in the first seminal film to examine the impact of the emergence of Bitcoin in the financial sector: “Banking on Bitcoin.” He now brings this approach to bear in the first film to unpack the secretive history of the origin of the world’s first billion-dollar cryptocurrency.

Bitcoin has transformed our world, for good or ill, and this film will stand as a unique perspective on where we came from and what that tells us about where we’re going.


The cult of Satoshi


“I Am Not Satoshi” will examine how a worldwide technology can work without a central figure. The film will also delve into the many false idols who have been working to undermine Bitcoin and remake Satoshi in their own image. Asking the ultimate question: are humans willing to trust their finances in an automated leader-less system, or do they crave a central figure to forge the future of money for them?


The ultimate insiders perspective


Where other documentarians, amateur sleuths, and more than a few conspiracy theorists have focused their attention on attempting to unmask Satoshi, absent Satoshi’s desire to be known to the world there is no means to prove their identity beyond a shadow of a doubt. “I Am Not Satoshi” will unveil much more about the present and future of Bitcoin and cryptocurrency by examining Satoshi’s motives, history, and contemporaries—in order to glean a broader understanding of who Satoshi truly was, beyond just a name.

Deal terms


Security Instrument
Film Participation Agreement

Please see the Film Participation Agreement in the Documents section for further details.

Interest Rate
Variable

The interest rate that accrues on the principal amount (15% or 25%).

Maturity Date
Variable

The first to occur of (i) ninety (90) days following the initial sale of broadcast rights to the Film or (ii) up to and including the last day of the 36th month after the Closing Date; provided, that the Company may, by notice to the Lenders, extend the Maturity Date to the last day of the 60th month after the Closing Date.

Tokens
Film Financing Offering Tokens (“FFO Tokens”)

To be sent within 120 days after closing to your AVAX address. 1 FFO Token equates to 1.00 USD.

Deadline
September 17, 2022
White Paper Films needs to reach their minimum funding goal before the deadline (). If they don’t, all investments will be refunded.
Learn more
Funding range
$25K / $600K
0% of $25K minimum offering amount has been reached.

White Paper Films needs to raise $25K before the deadline. The maximum amount White Paper Films is willing to raise is $600K.
Learn more
Minimum investment
$100
The smallest investment amount that White Paper Films is accepting.
Learn more
Maximum investment
$65K
The largest investment amount that White Paper Films is accepting.
Learn more
How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by White Paper Films LLC.

Bonus perks

In addition to your shares, you'll receive perks for investing in I Am Not Satoshi by White Paper Films.
Invest
$10,000
Receive
  • Name placement in the film's end credits

About I Am Not Satoshi by White Paper Films

Legal Name
White Paper Films LLC
Founded
May 2018
Form
New York LLC
Employees
0
Website
dynmcrange.com/satoshi
Social Media
None
Headquarters
Google Map location of of I Am Not Satoshi by White Paper Films
110 Ainslie Street #1 , Brooklyn, NY
Headquarters
110 Ainslie Street, #1, Brooklyn, NY, United States 11211

I Am Not Satoshi by White Paper Films Team
Everyone helping build I Am Not Satoshi by White Paper Films, not limited to employees

Profile picture of Chris Cannucciari
Chris Cannucciari
Director, Executive Producer
Profile picture of Jamie Peterson
Jamie Peterson
Producer
Chris Cannucciari
Director, Executive Producer
Jamie Peterson
Producer

FAQ

What is a Film Participation Agreement?

What is a Film Participation Agreement?

A Film Participation Agreement is a contract between you (the lender) and a company (the borrower) to lend money (the “Debt Amount”) to be used by the company to finance a film in return for an interest payment (“Interest Amount”).  

In this case, the film is the documentary film project currently entitled “The Incomplete Biography of Satoshi Nakamoto” (the “Film”).  

What is the structure of this offering?

What is the structure of this offering?

This particular Film Participation Agreement has a tokenization component whereby, in exchange for your loan to the company, you will be entitled to receive, within 120 days after the offering closes, Film Financing Offering Tokens (FFO Tokens) issued on the Avalanche blockchain in a 1:1 ratio for every $1USD of principal committed, and any principal repayment and interest may be paid back at maturity in the form of a Supported Stablecoin (a U.S. dollar-pegged stablecoin generally accepted in the blockchain industry as having sound risk and compliance procedures (such as USDC)) via the FFO Tokens. 

The “Investment Return” is variable and based upon the maturity date.  Holding FFO Tokens at maturity may entitle you to Investment Returns that vary between 15%-25% in addition to recouping your Debt Amount: 

•Fifteen percent (15%) simple interest on your investment if the maturity date occurs (i) ninety (90) days following the initial sale of broadcast rights to the Film or (ii) up to and including the last day of the thirty sixth (36th) month after the Closing Date (defined in the offering documents). For example, if you invest $100, you will receive 100 FFO Tokens and be entitled to receive $115 in Supported Stablecoin (defined in the offering documents).  

•Twenty-five percent (25%) simple interest on your investment if the Company, with notice to the Lenders, extends the Maturity Date.  For example, if you invest $100 you will receive 100 FFO Tokens and be entitled to receive $125 in Supported Stablecoin (defined in the offering documents).  

The maturity date means the first to occur of (i) ninety (90) days following the initial sale of broadcast rights to the Film or (ii) up to and including the last day of the 36th month after the Closing Date; provided, that the Company may, by notice to the Lenders, extend the Maturity Date to the last day of the 60th month after the Closing Date.

Additional Risks

Additional Risks

Investments found on Republic are inherently risky and speculative. To understand the risks of investments found on Republic, investors should review the risks here. In addition to the general risks of private investing, this offering has its own unique risks which are listed below. 

Investment Returns are capped and not directly correlated to the sale or success of the Film. 

This is not a convertible debt instrument.  Investors will not become equity holders in the Company and will not have voting rights. 

The Film may not sell. 

This is unsecured debt.  The Company’s assets are nominal, and there may not be sufficient assets to recover in a default event. 

The Company has received financing from other sources that may take priority over investors in this offering.  

Investors do not own the rights, title, or interest in the Film.  

Investors cannot control the right to initiative, produce, finance or distribute any subsequent or derivative production based on the Film and have no rights to such subsequent or derivatives. 

There is no assurance that the Film will be completed.  

There is no assurance the Film will generate any revenues sufficient to return to investors all or any part of the investment.  

The amount of capital the Company is attempting to raise in this Offering may be insufficient to finalize the FIlm. 

The Company is dependent upon additional financings to finalize the film that may or may not occur. 

Sentiment surrounding blockchain technology and cryptocurrency may impact the success of the Film and its sale thereof. 

There is no representation that the FFO Tokens will trade on any exchange or trading venue. 

The price of the FFO Tokens has been arbitrarily set at $1 USD but may decrease in price significantly after delivery.  

There is a risk of loss of your credentials.  

There are risks associated with the Avalanche protocol. 

Investments in motion picture, television, and new media industry involve a high degree of risk and there is no guarantees that investors will receive any return on their investments. 

Investors are responsible for their own tax liability that may arise from their investments in this offering.  

There is a priority of “recoupment” or “payments” associated with the Film, some of which take priority over investors’ repayment or payment including without limitation:  

  • Any collection account fees and expenses payment to the collection accountant engaged on the Film; 

  • All sales fees and sales expenses payable to the sales agents engaged to sell the Film and other third-party distribution fees and expenses (including but not limited to reasonable outside attorney fees) actually incurred and not otherwise recouped by the producer relating directly to the Film;

  • Ongoing accounting costs and expenses incurred by the producer in connection with the receiving, maintaining and/or processing of payments in connection with the Film, including, but not limited to guild and union residuals, insurance, taxes, accounting and legal fees;

  • Any fees incurred and paid by the producer (or any affiliated or related entities) in connection with the production, post-production, distribution, marketing promotion and/or delivery of the Film or any rights therein, including but not limited to, marketing fees and expenses, delivery costs and expenses, and festival expenses (e.g., publicist, accommodations for lead cast, producers, etc.);

  • Any legal and accounting costs and expenses incurred by the producer in connection with the negotiation of the sales and distribution agreements for the Film;

  • Expenses incurred by the producer in connection with the ongoing ownership of the Film (e.g., costs incurred in connection with the preservation and storage of negatives and master prints of the Film and any expenses incurred in connection with the copyrighting of the Film) and maintenance and filing fees required to maintain the producer in good standing in the state of incorporation; and any amounts required to be withheld by law, if any; and

  • A reasonable reserve for unanticipated future costs of the producer in connection with the Film.

Other lenders or investors outside of this offering may receive different and more significant upside in the Film including, without limitation, a share of the Film’s proceeds on an ongoing basis.

The producer has sole discretion and controls of all decisions involving artistic taste and judgment in connection with the development, production, and promotion of the FIlm. 

The producer shall have no obligation to produce, complete, release, distribute, or otherwise exploit the project. 

What wallet do I need?

What wallet do I need?

You will be required to provide an Avalanche wallet address (https://wallet.avax.network/) when you submit your investment commitment. Within 120 days after closing, you will receive the FFO Tokens at the Avalanche wallet address provided.

Please see the below tutorial for generating an Avalanche wallet address:

https://drive.google.com/file/d/1L04mgiVflXXDLDPjmnw6JPua-LX9369L/view

What payment methods can I use?

What payment methods can I use?

Investors can use bank transfer, credit/debit card and wire to fund their White Paper Films offering investment commitments. 

Wire instructions will be provided on the Republic platform and may not be immediately available. When the offering is ready for wire payments to be facilitated, investors who choose wire as a payment method will be notified that wire instructions are available via email and will be able to find their unique wire instructions only at republic.com/portfolio. Investors will not be emailed or DM’d with wire instructions but will be notified when wire instructions are available on the Republic platform.

If investors have payment issues, they should reach out to the Republic team at investors@republic.co

What is the mechanism of payment of any investment returns?

What is the mechanism of payment of any investment returns?

Keep in mind that while this is a debt instrument, it is unsecured debt, and there is no guarantee that the Company will repay the debt amount or pay an Investment Return.  (see Section 1(a)(vi) in the Film Participation Agreement for what occurs in the event the Company defaults). 

Upon the Maturity Date, if the Investment Return has not been satisfied and the Participation Agreement has not been terminated, the Company shall pay to the investor the Investment Return.  The payment of the Investment Return shall be facilitated by the distribution and use of FFO Tokens, and the Investment Return shall be paid on-chain in the form of a Supported Stablecoin to each investor’s Avalanche Address. 

Although the FFO Tokens and Purchase Agreement have significant transferability limitations, in the event a you have Transferred the FFO Tokens to another Avalanche address consistent with Section 5 of the Purchase Agreement, the Investment Return will be payable to whichever Avalanche address(es) hold the Transferred FFO Tokens at the time of the payment of the Investment Return; provided, that the Transferee (defined in the offering documents) complies with the Claims Procedures (defined in the offering documents) no later than sixty (60) days after publication of the Claim Procedures (the “Claims Period”). Failure to timely comply with the Claim Procedures may result in the loss of your or Transferee’s right to receive the Investment Return and in any event, any and all rights to the Investment Return under this Participation Agreement will be terminated and of no further force or effect as of the end of the Claims Period.

What is film financing?

What is film financing?

Film financing is the process of raising money to fund a film project. The filmmaking process is notoriously expensive, and the costs associated with making a film can quickly add up. For example, renting or buying equipment, hiring cast and crew, and securing locations can take a big chunk out of a film's budget. And that's before they even start shooting. 

Once production gets underway, there are additional costs that need to be considered, such as food and lodging for cast and crew, transportation, and insurance. Then there are post-production costs, such as editing, sound design, and color correction. All told, making a feature-length film can easily cost over $100M. 

In the past, film productions were largely financed by a handful of major studios. However, as the independent film movement began to gain momentum, there was a need for new financing models that would allow small production companies to get their projects off the ground. 

Today, film finance is vital to the success of both major studio productions and independent films. Without it, many great films would never have been made.

Investors in film production can earn returns in different ways depending on the how the offering is structured. To learn more about film financing, check out our blog post on the topic here. 

How can I learn more about Film Financing?

How can I learn more about Film Financing?

To learn more about Film Financing, including the costs of film production, the risks of film financing and more, check out Republic’s recent article on film financing here.

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

Risks

The entertainment industry is intensely competitive.

The entertainment industry is characterized by intense competition. The Company will be subject to competition from other producers and distributors including major studios, many of which have greater financial resources and management experience and expertise than the Company. All aspects of the motion picture industry are highly competitive. The Company faces competition from “major” studios and other independent motion picture companies and television production companies not only in attracting creative, business and technical personnel for the production of films, but also in distributing the Film. Virtually all of these competitors have substantially greater experience, assets, and financial and other resources than the Company, and have worldwide distribution organizations in place. The Film will also be subject to extensive competition from other forms of entertainment, including but not limited to television programming, cable television, virtual reality entertainment and other entertainment. There is no assurance that the Company will be able to compete in the entertainment business successfully or profitably.

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

Our business may require 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 distributor and service provider 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 and distributors 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, our proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

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 Lenders 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.

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 Lender 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. Lenders should be aware of the long-term nature of their investment in the Company. Each Lender 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.

Investors will not become equity holders and will not have voting rights.

Lenders’ investment interest will be limited exclusively any proceeds from the Film—not the Company itself. Lenders will not have an ownership claim to the Company or to any of its assets other than the proceeds from the Film nor have the right to vote upon matters of the Company or the Film.

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

Lenders 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 Lenders. This lack of information could put Lenders 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.

The Securities have no history.

The Securities will be newly formed and have no operating history and are entirely novel in type. Lenders will not be able to compare them against other like instruments.  An investment in the Securities should be evaluated on the basis of the value and prospects of the Film and the FFO Tokens, taking into account uncertainties as to the likelihood that the FFO Tokens will be issued, and of the assessment of the prospects of the Film may not prove accurate, and the Company may not achieve its objectives.  Past performance of the Company, or any similar token or film participation agreements issued by other companies, is not predictive of the Company’s future results, the value and success of the Securities or the ability of the Company to ever repay the Debt Amount or pay the Investment Return.

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

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Lenders will be able to demand repayment of their investment. Only in limited circumstances, such as a dissolution event, may Lenders demand payment and even then, such payments will be limited to the amount of any cash funded by and traceable to Lender remaining in the escrow account, if any.

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

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

In the event of the dissolution or bankruptcy of the Company, Lenders will be treated as unsecured debt holders and therefore are unlikely to recover any proceeds.

In the event of the dissolution or bankruptcy of the Company, the holders of the Securities will be entitled to principal and the Investment Return as described in the Film Participation Agreement. This means that such holders will only receive payments once all of the secured creditors (if any) have been paid in full along with all other unsecured creditors of the Company. No holders of any of the Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Company. Notwithstanding the above, a Lender shall have a right with respect to any cash funded by and traceable to Lender remaining in the escrow account, if any, in the event of a dissolution event as set forth in the Film Participation Agreement.

Senior Creditors with claims that could reduce your investment or cause the total loss of your investment.

Although the Company intends the Film Participation Agreement to convey an interest in the Film proceeds in a true sale, it is possible that the Company’s existing or future Creditors (the “Creditors”) may attempt to challenge this position. If determined by a court that these Creditors claims should take precedence over those of the Lenders, it could reduce or cause the total loss of the proceeds available for distribution to Lenders. Although the Film Participation Agreement provides that the Company will not be entitled to Film proceeds unless Lenders are first paid in full, Lenders will not receive Film proceeds unless there are sufficient funds remaining after payment of attorneys’ fees, expenses, and any more senior claims made on the proceeds.

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

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

A Lender may lose their right to any return on investment due to defaulting on certain notice and action requirements as set forth in the Film Participation Agreement; failure to claim FFO Tokens set aside in this case may result in a total loss of principal.

The Film Participation Agreement provides that Lenders in the Offering must complete, execute and deliver any reasonable or necessary information and documentation requested by the Company prior to payment of the Investment Return to address(es) on the Avalanche blockchain holding FFO Tokens or transferred FFO Tokens at the time the Debt Amount and Investment Return are received. The Company or its agent will notify investors of their ability to claim their Debt Amount and Investment Return by publishing the instructions for these claims procedures at https://republic.com/white-paper no later than fourteen (14) days after the Maturity Date. Lenders (and any transferees) must complete the Claims Procedures no later than sixty (60) days after publication of the Claims Procedures on https://republic.com/white-paper (hereinafter the “Claims Period”). Failure to comply with the Claims Procedures may result in the loss of Lender’s (or a ransferee’s) right to receive the Debt Amount and Investment Return and in any event, any and all rights to the Debt Amount and the Investment Return under the Film Participation Agreement will be terminated and of no further force or effect as of the end of the Claims Period.

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

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

The Securities acquired by Lenders hereunder are subject to transfer restrictions described herein and as set forth in the Film Participation Agreement and that will be set forth in the FFO Token smart contracts.

The Lender understands the Securities or the FFO Tokens may not be resold or otherwise transferred unless (A) approved by the Company in its sole discretion and (B) such Transfer is subject to (i) a registration statement under the Securities Act and applicable state securities law, (ii) pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply, or (iii) pursuant to another federal and state registration exemption as well as any other relevant applicable law.

The Lender understands that the Company may place the legend set forth in the Film Participation Agreement or a similar legend on any book entry or other forms of notation evidencing the Securities (and any FFO Tokens used to facilitate payment of this instrument), together with any other legends that may be required by state or federal securities laws, the Company’s charter or bylaws or similar constituent documents, as applicable, any other agreement between the Lender and the Company or any agreement between the Lender and any third party.

The tax treatment of the Securities and the payment of FFO Tokens to Lenders is uncertain and there may be adverse tax consequences for Lenders upon certain future events.

The tax characterization of the Securities is uncertain, and each Purchaser must seek his, her or its own tax advice in connection with an investment in the Securities. An investment in the Securities may result in adverse tax consequences to Lenders, including withholding taxes, income taxes and tax reporting requirements. Each Lender should consult with and must rely upon the advice of its own professional tax advisors with respect to the tax treatment of an investment in the Securities and payment of the Investment Return in FFO Tokens.

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.

White Paper Films, LLC was formed in May 2018, as an independent movie production company. Although the Company’s Founder and CEO, Christopher Cannucciari, has participated in the production of several documentary film projects in the past, the Company’s documentary film project, “” (the “Film”), will be the Company’s first project as an organization. Cannucciari wrote, produced and directed the feature documentary on Bitcoin, “Banking on Bitcoin”, which premiered at the number one position on iTunes in early 2017. After its Netflix debut it remained in their top ten documentary list for over six months. The film has been called a “game changer for cryptocurrency” and it continues to be referenced as the best introduction to Bitcoin.

White Paper Films, LLC, was formed to finance the production and to produce the Film. The Company has no earnings or gross revenues to date. The Company has a limited operating history. Although the Company’s Founder and CEO and sole member of the Company’s Managing Member, Dynamic Range LLC, has experience in producing documentary film projects, the Company is recently formed and has a limited operating history. The Company has limited assets and limited working capital. There is no assurance that the Company or the Film will be profitable or will earn revenues, or that the Company will have sufficient capital to implement its business plan. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early-stage independent documentary film production 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 happening throughout 2020, 2021 and potentially into the future due to COVID-19, the Company’s revenue may be adversely affected. In December 2019, a novel strain of coronavirus was reported in China. Since then, the novel corona virus, SARS-COV2, has spread globally including across North America and the United States. The spread of SARS-COV2 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of the diseases caused by SARS-COV2, termed “COVID-19”, as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Many countries around the world, including the United States, have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus, and have closed non-essential businesses.

Specifically, at the time this Form C is prepared, we caution that our business could be materially and adversely affected by the risks, or the public perception of the risks, related to the outbreak of COVID-19. The risk of a pandemic, or public perception of the risk, could cause our targeted film viewers to avoid public places and could cause temporary or long-term disruptions in the normal interactions of people that desire to view the Film. Such risks could also adversely affect our potential film viewers’ and distributors’ financial condition, resulting in reduced spending on platforms that exhibit the Film and on the marketing and distribution of the Film. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations, if our employees or the employees of our distributors, vendors and service providers that cannot perform their responsibilities from home, are not able to report to work. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our facilities or operations of our distributors, vendors and service providers.

The spread of SARS-COV2, which has caused a broad impact globally, may materially affect us economically. While the potential economic impact brought by, and the duration of, the COVID-19 health crisis may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business prospects.

The global outbreak of COVID-19 continues to rapidly evolve. The extent to which COVID-19 may impact our business, operations and financial performance will depend on future developments, including the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, changes to the regulatory regimes under which we operate, the effectiveness of actions taken in the United States and other countries to contain and treat the disease and whether the United States and additional countries are required to move to complete lock-down status. The ultimate long-term impact of COVID-19 is highly uncertain and cannot be predicted with confidence.

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 a Lender to lose all or a portion of their investment.

The commercial success of the Film will be dependent on factors beyond the control of the Company.

The entertainment industry is extremely competitive and the commercial success of any motion picture is often dependent on factors beyond the control of the Company, including but not limited to audience preference and exhibitor acceptance. There is no assurance that the Film will complete production or be distributed. The Company may experience substantial cost overruns in completing production and marketing the Film. Competent distributors or joint venture partners may not be available to assist the Company in its financing and marketing efforts for the Film, if required. The Company may not be able to sell or license the Film because of industry conditions, general economic conditions, competition from other producers, or lack of acceptance by studios, distributors, exhibitors, and audiences. The Company may also incur uninsured losses for liabilities which arise in the ordinary course of business in the entertainment industry, or which are unforeseen, including but not limited to copyright infringement, product liability, and employment liability. Lenders will not be liable for any uninsured losses. There is no assurance that Lenders will not lose their entire investment in this Offering.

The Film may never be released.

The Film may not receive a full or any theatrical release. The Film would therefore not receive the notoriety that could accompany a full theatrical release, and the gross revenue potential could be substantially lower than if the Film was produced for the full theatrical market. There is no assurance that any exhibitor will license the Film or that it will earn any revenues.

There will be an absence of immediate revenues relating to the Film.

The Company anticipates that it will incur substantial operating losses relating to the production and distribution of the Film until the Company is able to generate adequate revenues from the sale of the Film, of which there can be no assurance. There can be no assurance that Lenders will realize any return on their investment or that Lenders will not lose their entire investment.

Risks of project development and production may involve the miscalculation of production costs.

The development and production of the documentary film projects involves a substantial degree of risk. Production costs are often miscalculated and may be higher than anticipated due to reasons or factors beyond the control of the Company (such as delays caused by labor disputes, illness, accidents, strikes, faulty equipment, death or disability of key personnel, destruction or damage to the film itself, or bad weather). Accordingly, the Company may require funds in excess of the Film’s anticipated budget in order to complete production. Although the Company will seek to obtain customary production insurance for the Film to protect the Company against some of these risks, the Company does not plan to obtain completion bonds. Accordingly, Lenders will bear the entire risk of loss of investment if the Film does not have sufficient funding to complete production.

The Company may not be able to secure distribution for the Film, and even if it does, the Film may not be an economic success even if it is considered a success critically and artistically.

There is no assurance that the Company will be successful in securing one or more distributors to distribute the Film. Furthermore, even if a distributor distributes the Film, there is no assurance that the Film will be an economic success even if it is successful critically or artistically. While it is the intent of the Company that any sale of distribution rights will be for fair value and in accordance with the standards and practices of the motion picture industry, no assurance can be given that the terms of such agreement will be advantageous to the Company. In fact, unless the Film is an artistic success and/or cast with recognizable creative elements, the Company will clearly be at a disadvantage in its negotiations. Moreover, distribution agreements generally give a distributor significant flexibility in determining how a film will be exhibited. There can be no assurance that a distributor will not limit the Film’s run, limit the territories in which the Film is exhibited or otherwise fail to promote the Film actively. Any such action by a distributor could have a material adverse effect on the economic success of the Film and the revenue received by the Company. There can be no assurance of ancillary or foreign sales of the Film. In the event that the film is distributed in foreign countries, some or all of the revenues derived from such distribution may be subject to currency controls and other restrictions which would restrict the available funds. Even if all territories, both domestic and foreign, are sold, there can still be no assurance that the Film will succeed on an economic level. If the total production costs exceed the total worldwide minimum guarantees or minimum advances, if any, there may be problems which could adversely affect the Company’s ultimate profitability, including: public taste, which is unpredictable and susceptible to change; competition for distribution; competition with other films and other leisure activities; advertising costs; uncertainty with respect to release dates; and the failure of other parties to fulfill their contractual obligations and other contingencies. In any event, any net profits from the Film and cash flow cannot be realized, if at all, until many months after the Company’s expenditures for the Film.

The Company will most likely attempt to retain a sales agent to sell the foreign rights to the Film. No assurance can be given that the Company will actually be able to obtain a sales agent, or that a sales agent if obtained would be able to sell any rights to the Film, or that if such rights are sold it will be on terms advantageous to the Company.

The Company has not entered into a distribution agreement for the Film as of the date of this Offering, and there is no assurance that the Company will obtain domestic or foreign distribution for the Film which will negatively impact the Company’s business prospects for the Film.

Lenders should particularly note the absence of a domestic distribution agreement. At this time, the United States domestic distribution business is substantially dominated by large studio distributors (e.g., Fox, Warner Bros., and Disney) and their affiliates (Fox Searchlight, New Line Pictures, and Miramax). The studios, are increasingly focused on large budget films. Films with budgets under $1,000,000 (“event” pictures or smaller art house projects), are increasingly being released directly to cable TV and/or video and receive little or no theatrical support. A limited theatrical release, or no theatrical release at all, will have a materially adverse effect on the return for films in all other markets. Since the domestic marketplace often impacts foreign territories, the absence of domestic buyers may impact each film’s potential sales. At the budget range estimated for the Film (i.e. low budget), the Company will be somewhat dependent on the reactions of film critics. In recent years, the ability to obtain domestic theatrical distribution for films in these budget ranges has been dependent on success at specialized art film festivals such as the Sundance Film Festival, the Toronto Film Festival and Du Val. The number of films applying for festivals has increased dramatically in recent years. Of those applying, few are actually accepted and screened. Moreover, even if the Film is screened, there can be no assurance the Film will obtain domestic distributors. If the Film is not admitted and screened at festivals, this could have a serious impact on the ability to obtain distributors and distribution for the Film.

Worldwide economic conditions may have a material adverse impact on the financial prospects of the Film.

It is intended that any international or domestic distributors obtained by the Company will sublicense the Film to foreign and domestic distributors for exhibition in their respective territories. Consequently, the value of the Film’s rights as determined by such distributors would be dependent upon many factors including the economic conditions in such distributors’ territory. Economic downturns, changes in the currency exchange rates and changes in economic forecasts of any or all of the individual territories may have a material adverse impact on the Company. Lenders should note that economic disruptions may impact the prospect for licenses. Even if distribution agreements are obtained for certain territories, economic changes in any territory could affect the ability to complete any transaction. In recent years, many buyers in certain territories have either renegotiated existing agreements or completely defaulted under them.

The Company may enter pre-sale agreements sand sell territorial distribution rights which will result in limited availability of proceeds from exploitation of the Film in the territories where such pre-sales have been made to raise production financing.

The Company may obtain a portion of the production financing for the Film by some combination of joint ventures or the pre-sale of rights for the exploitation of the Film in one or more territories. The Company has the right to sell at any time, including prior to the production of the Film, the distribution rights to the Film in any territory, which it, in its sole discretion, deems appropriate. To the extent that pre-sale agreements (whether with respect to the foreign or domestic market) are necessary, the proceeds of any such pre-sale agreement will not be available for distribution by the Company to its investors. Instead, only the additional amounts, which such a distributor would remit to the Company after such distributor recouped the minimum guarantee payable with respect to such pre-sale agreement, plus a distribution fee and the reimbursement of expenses, would be available as cash flow to the Company. The pre-sale of the right to exploit the Film in certain territories will ultimately dilute the market potential for the Film.

The Company may have inadequate capital sources to execute its business plans for the production and distribution of the Film.

The Company will have limited capital available to it. If the entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then the Managing Member may cause the Company to sell all or a portion of its interest in the Film. Further, a shortage of funds may prevent or delay the Company from completing the production and distribution of the Film. Although the Managing Member has planned for the expected production costs of the Film, funds are not currently budgeted for the distribution of the Film since the Company is currently relying on the potential availability of third party distributors to finance the marketing of the Film in exchange for a gross revenue interest in the Film. There is no assurance that the Company will have adequate capital to conduct its business.

Deferrals may be arranged in exchange for services to be provided to the Company in connection with the production and distribution of the Film.

The Managing Member may arrange for services to be provided to the Company for the production and distribution of the Film for which reduced or no compensation will be initially required, it being understood that the provider of such services will be compensated by the Company for the value of such services from the cash flow of the Company. The value of such deferrals will be negotiated and documented by the Managing Member prior to the provision of such services to the Company.

The Company may raise additional capital which dilutes the interests of the Lenders under the Film Participation Agreements.

The Company has the right to raise additional capital or incur borrowings from third parties to finance the production, distribution and marketing of the Film, in excess of the maximum capital, which can be raised from the sale of the Securities. Pursuant to the Company’s Operating Agreement, the Managing Member retains a net profits interest in the Film for its movie production services and Christopher Cannucciari (the Company’s CEO and sole Manager of the Managing Member of the Company) will also be compensated for his director/producer services on the Film. The Company may also convey a gross revenue interest in the Film to the domestic distributor if a domestic distributor is secured and to the international distributor if an international distributor is secured. The Company is subject to the risk of experiencing additional dilution of its ownership in the Film pursuant to separate agreements that it may enter into from time to time for the completion of the Film, or for the sale, distribution, marketing and licensing of the Film. Lenders will experience dilution in their interests in the Film’s proceeds in the event of a dissolution event if the proceeds of the Film are not sufficient to pay the Investment Return to all Lenders as defined in the Film Participation Agreement. The Managing Member has the right in its sole discretion to increase the budget for the Film, or the Company may experience cost overruns in developing, producing and marketing the Film.

Any financial projections provided to Lenders regarding the future performance of the Film may be inaccurate and based on future conditions beyond the Company’s control.

Financial projections concerning the estimated operating results of the Company may be included with the Form C. The projections would be based on certain assumptions which could prove to be inaccurate and which would be subject to future conditions which may be beyond the control of the Managing Member or the Company, such as general industry conditions. The Company may experience unanticipated costs, or anticipated sales may not materialize, resulting in lower revenues than forecasted. There is no assurance that the results illustrated in any financial projections will in fact be realized by the Company. The financial projections would be prepared by the Managing Member and have not been examined or compiled by independent certified public accountants. Accordingly, neither independent certified public accountants nor counsel to the Company are providing any level of assurance on them.

The Company may not be able to repay its debts due to the absence or unexpected reduction in net cash flow or an unanticipated increase in expenses.

The Company may have liabilities to affiliated or unaffiliated lenders. These liabilities would represent fixed costs which would be required to be paid regardless of the level of business or profitability experienced by the Company. The absence or unexpected reduction in net cash flow or unanticipated increases in operating expenses could cause a default under such debts, including the debt that becomes owed to Lenders in this Offering. There is no assurance that the Company will be able to pay all of its liabilities.

There is no assurance that the Film will be profitable or earn revenues.

There is no assurance as to whether the Company will be profitable or earn revenues, or whether the Company will be able to return any investment funds, to make cash distributions or to meet its operating expenses and debt service.

The Company’s assets may be subject to liens if it fails to pay for materials and services on a timely basis.

If the Company fails to pay for materials and services for the Film on a timely basis, the Company’s assets could be subject to materialmen’s and workmen’s liens. The Managing Member is not responsible for the financial condition or performance of other co-producers or distributors of the Film or any other unaffiliated vendors. The Company may also be subject to bank liens in the event it defaults on loans from banks, if any.

If the Company incurs cost overruns, the Company may be required to obtain additional financing which may diminish the Company’s profits and ability to provide a return to Lenders in the Securities.

The Company may incur substantial cost overruns in the production and distribution of the Film. The Managing Member is not responsible for cost overruns incurred in the Company’s business and is not obligated to contribute capital to the Company. Unanticipated costs may force the Company to dilute its ownership in the Film substantially by requiring it to obtain additional capital or financing from other sources, or may cause the Company to lose its entire investment in the Film if it is unable to obtain the additional funds necessary to complete the production and marketing of the Film. There is no assurance that the Company will be able to obtain sufficient capital to implement its business plan successfully. If a greater investment is required in the Film because of cost overruns, the probability of earning profits or a return of the Lender’s investment in the Film may be diminished.

The determination of consideration to management has been determined solely by management and has not been the subject of arms-length negotiations.

The net profits interest and cash consideration being paid by the Company to its management, including director/producer compensation payable to the Company’s Founder and CEO Christopher Cannucciari, have not been determined based on arm’s length negotiation. While management believes that the consideration is fair for the work being performed, there is no assurance that the consideration to management reflects the true market value of its services.

Management will be compensated for its services and reimbursed for certain expenses incurred in the organization and operation of the Company, which it believes are fair and in accordance with standard industry practices.

The Managing Member will be reimbursed for the direct and an allocable portion of overhead expenses it incurs in managing the Company’s operations, as well as the organization and offering costs incurred by it on behalf of the Company. Management will also receive director/producer fees for director and production services performed for the Company. These compensation arrangements increase the risk that the Company will not be profitable. In light of the services being performed and expenses being incurred by management in connection with the Company, including forming the Company, organizing its operations, raising its capital, producing the Film and monitoring and managing the Company’s day-to-day operations, the Managing Member believes that the compensation and expense reimbursements are fair and in accordance with standard industry practices.

We rely on other companies to provide components and services for the Film.

We depend on suppliers and contractors to meet our contractual obligations to develop, produce and distribute the Film. Our ability to meet our obligations in the development, production and distribution of the Film may be adversely affected if suppliers or contractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with our requirements and in a timely and cost-effective manner. Likewise, the quality of the Film may be adversely impacted if companies and individuals to whom we delegate responsibilities to assist in the development, production and distribution of the Film, or from whom we acquire such services, do not provide components which meet required specifications and perform to our and our distributors’ and targeted viewers’ 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 relating to the Film. The Film 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 the Film, or a key service provider or vendor could delay delivery of completed components of the Film 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 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 distribution of the Film, 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 proprietary 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 entertainment 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 the managing member its sole manager, Christopher Cannucciari.

We are dependent on our Managing Member (Dynamic Range LLC) and its sole member, Christopher Cannucciari. Christopher Cannucciari may not devote his full time and attention to the matters of the Company. The loss of our managing member, or Christopher Cannucciari would likely 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 familiar with the work of our Founder and CEO, Christopher Cannucciari, 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 intellectual property 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 service providers, distributors 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.

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 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, 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.

State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Company has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Company may have violated state or federal securities laws, any such violation could result in the Company being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Company would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Company will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Company violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Company which, among other things, could result in the Company having to pay substantial fines and be prohibited from selling securities in the future.

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. Lenders 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. Lenders 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 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 Lender commitment amounts based on the Company’s determination of a Lender’s sophistication.

The Company may prevent any Lender from committing more than a certain amount in this Offering based on the Company’s determination of the Lender’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 Lenders may receive larger allocations of the Offering based solely on the Company’s determination.

isk of loss of credentials.

Your FFO Tokens will be held in an Avalanche crypto-wallet. Your crypto-wallet stores your private key and public

keys. Public keys allow outside parties to transmit cryptocurrencies into your digital wallet. Private keys allow you to receive, hold, access and transfer FFO Tokens. Accordingly, loss of requisite private key(s) associated with your wallet will result in your inability to access your FFO Tokens, and they will be unrecoverable. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your FFO Tokens. Any errors or malfunctions caused by or otherwise related to the wallet you choose to store FFO Tokens after the lockup, including your own failure to properly maintain or use such wallet, may also result in the loss of your FFO Tokens.

Notwithstanding any other provision of this Form C or the Film Participation Agreement, none of the Company nor any of the Company’s agents or representatives shall be responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of or relating to (i) a Lender’s loss of access to Lender’s digital wallet, vault, or other storage mechanism the Lender uses to receive and hold the FFO Tokens, (ii) a Lender’s failure to implement reasonable measures to secure the digital wallet, vault or other storage mechanism such party uses to receive the FFO Tokens or the relevant access credentials; or (iii) the loss of or unauthorized use of any access credentials of a holder of FFO Tokens.

Incorrect or fraudulent token transactions may be irreversible.

Transactions are irrevocable. Also, stolen or incorrectly transferred FFO Tokens may be irretrievable. Token transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of an FFO Token or a theft of a FFO Token, generally will not be reversible and you may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, FFO Tokens could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. For example, if FFO Tokens are sent to a contract that is not C-Chain compatible, the transaction will not be rejected because the contract will not recognize the incoming transaction, and the FFO Tokens could therefore get stuck in limbo and essentially be lost without intervention from the Avalanche team to burn and re-mint tokens sent in error. The failure to precisely follow the procedures for storing, receiving and transferring FFO Tokens, including, for instance, providing an incorrect wallet address, or providing an address that is not compatible with the Avalanche C-Chain, may result in the permanent loss of your FFO Tokens.

Risks association with the Avalanche protocol.

Because FFO Tokens are based on the Avalanche blockchain, any malfunction, breakdown or abandonment of the Avalanche protocol may result in the loss of or inability to transfer FFO Tokens. That may result in a situation where block producers may not include a Lender’s transaction at the time such Lender expects, or a Lender’s transaction may not be included at all. Moreover, 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 Avalanche protocol, resulting in a significant loss secondary market liquidity for the FFO Tokens.

Trading venues on Avalanche are relatively new and therefore may be subject to low liquidity and failures.

The Avalanche trading venues are relatively new and could suffer from low liquidity. Further, the Avalanche trading

venues will be subject, like all exchanges, to security failures or other operational issues, such events could result in

a reduction in FFO Token prices. The FFO Token market prices will depend, directly or indirectly, on the prices set on trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, commodities or currencies. We do not maintain any insurance to protect from such risks, and do not expect any insurance for Avalanche accounts to be available (such as federal deposit insurance) at any time in the future, putting accounts at risk from such events.

The prices of digital assets are extremely volatile, and the FFO Tokens may also be subject to significant price volatility despite being a form of Supported Stablecoin.

The prices of cryptocurrencies, such as Bitcoin and Ether, and other digital assets have historically been subject to dramatic fluctuations and are highly volatile. Certain stablecoins have suffered peg breaks from the U.S. dollar, and if this were to happen to FFO Tokens, the market price of the FFO Tokens may also become highly volatile.  Several factors may influence the market price, if any, of FFO Tokens, including, but not limited to, (i) the ability of the FFO Tokens to trade in a secondary market; (ii) the viability and success of the Avalanche decentralized smart contract platform availability; (iii) global digital asset supply; (iv) global digital asset and token demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of digital assets like cryptocurrencies as payment for goods and services, the security of online digital asset exchanges and digital wallets that hold digital assets, the perception that the use and holding of digital assets is safe and secure, and the regulatory restrictions on their use; (v) purchasers’ expectations with respect to the rate of inflation; (vi) changes in the software, software requirements or hardware requirements underlying the FFO Tokens; (vii) changes in the rights, obligations, incentives, or rewards for the various holders of the FFO Tokens; (viii) interest rates; (ix) currency exchange rates, including the rates at which digital assets may be exchanged for fiat currencies; (x) government-backed currency withdrawal and deposit policies of digital asset exchanges; (xi) interruptions in service from or failures of major digital assets and token exchanges on which digital assets and tokens are traded; (xii) investment and trading activities of large purchasers, including private and registered funds, that may directly or indirectly invest in tokens or other digital assets; (xiii) monetary policies of governments, trade restrictions, currency devaluations and revaluations; (xiv) regulatory measures, if any, that affect the use of digital assets and tokens such as the FFO Tokens; (xv) global or regional political, economic or financial events and situations; and (xvi) expectations among digital assets participants that the value of security tokens or other digital assets will soon change.

A decrease in the price of a single digital asset may cause volatility in the entire digital asset and token industry and may affect other digital assets including the FFO Tokens.  For example, a security breach that affects purchaser or user confidence in Bitcoin or Ether may affect the industry as a whole and may also cause the price of the FFO Tokens and other digital assets to fluctuate.  Such volatility in the price of the FFO Tokens may result in significant loss over a short period of time.

Show all Risks

Discussion

Ask questions and share feedback with the I Am Not Satoshi by White Paper Films team below. If you have support related questions for Republic, please contact investors@republic.co.
Loading
Logo of I Am Not Satoshi by White Paper Films

I Am Not Satoshi by White Paper Films

Invest in I Am Not Satoshi by White Paper Films
Republic

Giving everyone access to early-stage startup investing

For investors
  • Why invest
  • How it works
  • FAQ
  • Risks
  • Privacy policy
  • Accessibility
  • Cookie Preferences
  • Form CRS
For startups
  • Why raise
  • Learn
  • FAQ
  • Tokenized assets
Company
  • About
  • Insights
  • Events
  • Contact
  • Security
  • We're hiring!
Dollar Refer a startup, get $2,500
Dollar Refer a startup, get $2,500

Invest in the app

Android app iOS app

Invest in the app

Android app iOS app

This site (the "Site") is owned and maintained by OpenDeal Inc., which is not a registered broker-dealer. OpenDeal Inc. does not give investment advice, endorsement, analysis or recommendations with respect to any securities. All securities listed here are being offered by, and all information included on this Site is the responsibility of, the applicable issuer of such securities. The intermediary facilitating the offering will be identified in such offering’s documentation.

All related securities activity is conducted by OpenDeal Broker LLC a registered broker-dealer, Member of FINRA and SiPC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, located at 149 5th Avenue, 10th Floor, New York, NY 10010. Please check our background on FINRA’s BrokerCheck.

Certain pages discussing the mechanics and providing educational materials regarding regulation crowdfunding offerings may refer to OpenDeal Broker LLC and OpenDeal Portal LLC collectively as “Republic”, solely for explanatory purposes.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC make investment recommendations and no communication, through this Site, or in any other medium, should be construed as a recommendation for any security offered on or off this investment platform. Investment opportunities posted on this Site are private placements of securities that are not publicly traded, involve a high degree of risk, may lose value including the total loss of invested capital, are subject to holding period requirements and are intended for investors who do not need a liquid investment. Past performance is not indicative of future results. Investors must be able to afford the loss of their entire investment. Only qualified investors, who understand the risks of early-stage investment and who meet the Republic's investment criteria may invest. Investors may be restricted to only Accredited Investors or non-U.S. persons, to invest in offerings hosted by OpenDeal Broker. Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC, nor any of their officers, directors, agents and employees make any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this site. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal and financial advisors.

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.

Invest in startups using your credit card
You can invest using your credit card

Made in SF/NYC