Form C
Cover Page
First-come, first-served basis
| Most recent fiscal year | Prior fiscal year | |
|---|---|---|
| Total Assets | Most recent fiscal year $117,863 | Prior fiscal year $50,000 |
| Cash & Cash Equivalents | Most recent fiscal year $32,863 | Prior fiscal year $0 |
| Accounts Receivable | Most recent fiscal year $0 | Prior fiscal year $0 |
| Short-term Debt | Most recent fiscal year $40,000 | Prior fiscal year $133,150 |
| Long-term Debt | Most recent fiscal year $470,511 | Prior fiscal year $80,143 |
| Revenues/Sales | Most recent fiscal year $97,698 | Prior fiscal year $0 |
| Cost of Goods Sold | Most recent fiscal year $0 | Prior fiscal year $0 |
| Taxes Paid | Most recent fiscal year $0 | Prior fiscal year $0 |
| Net Income | Most recent fiscal year $(932,155) | Prior fiscal year $(70,143) |
Offering Statement
Respond to each question in each paragraph of this part. Set forth each question and any notes, but not any instructions thereto, in their entirety. If disclosure in response to any question is responsive to one or more other questions, it is not necessary to repeat the disclosure. If a question or series of questions is inapplicable or the response is available elsewhere in the Form, either state that it is inapplicable, include a cross-reference to the responsive disclosure, or omit the question or series of questions.
Be very careful and precise in answering all questions. Give full and complete answers so that they are not misleading under the circumstances involved. Do not discuss any future performance or other anticipated event unless you have a reasonable basis to believe that it will actually occur within the foreseeable future. If any answer requiring significant information is materially inaccurate, incomplete or misleading, the Company, its management and principal shareholders may be liable to investors based on that information.
The company
Company eligibility
- Organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.
- Not subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
- Not an investment company registered or required to be registered under the Investment Company Act of 1940.
- Not ineligible to rely on this exemption under Section 4(a)(6) of the Securities Act as a result of a disqualification specified in Rule 503(a) of Regulation Crowdfunding.
- Has filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by Regulation Crowdfunding during the two years immediately preceding the filing of this offering statement (or for such shorter period that the issuer was required to file such reports).
- Not a development stage company that (a) has no specific business plan or (b) has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies.
Directors of the company
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position CEO | Responsibilities CEO | Start date April 20, 2020 | End date |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Playbook Management International LLC | Position Founding Partner | Responsibilities Completed a 12+ year career in Major League Soccer before launching PMI in November 2009. PMI is a Texas-based sports management company with a consulting division, management division & technology division that works with professional sports teams, leagues, events, stadiums & facilities. | Employer's Principal Business Helping sports properties realize their business potential through the playbook management system. | Start date November 1, 2009 | End date |
Previous positions
| Position | Responsibilities | Start date | End date |
|---|
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position President | Responsibilities President | Start date April 20, 2020 | End date |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Fruit Street Health PBC | Position CEO | Responsibilities CEO | Employer's Principal Business Telemedicine | Start date May 29, 2014 | End date May 26, 2021 |
Officers of the company
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position CEO | Responsibilities CEO | Start date April 20, 2020 | End date |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Playbook Management International LLC | Position Founding Partner | Responsibilities Completed a 12+ year career in Major League Soccer before launching PMI in November 2009. PMI is a Texas-based sports management company with a consulting division, management division & technology division that works with professional sports teams, leagues, events, stadiums & facilities. | Employer's Principal Business Helping sports properties realize their business potential through the playbook management system. | Start date November 1, 2009 | End date |
Previous positions
| Position | Responsibilities | Start date | End date |
|---|
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position President | Responsibilities President | Start date April 20, 2020 | End date |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Fruit Street Health PBC | Position CEO | Responsibilities CEO | Employer's Principal Business Telemedicine | Start date May 29, 2014 | End date May 26, 2021 |
For purposes of this question, the term officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person that routinely performing similar functions.
Principal security holders
| Name | No. and Class of Securities now Held | % of Voting Power Prior to Offering |
|---|---|---|
Name Laurence Girard | No. and Class of Securities now Held 7,000,000 shares of Common stock (5 million) and Preferred stock (2 million) | % of Voting Power Prior to Offering 56% |
he above information must be provided as of a date that is no more than 120 days prior to the date of filing of this offering statement.
To calculate total voting power, include all securities for which the person directly or indirectly has or shares the voting power, which includes the power to vote or to direct the voting of such securities. If the person has the right to acquire voting power of such securities within 60 days, including through the exercise of any option, warrant or right, the conversion of a security, or other arrangement, or if securities are held by a member of the family, through corporations or partnerships, or otherwise in a manner that would allow a person to direct or control the voting of the securities (or share in such direction or control — as, for example, a co-trustee) they should be included as being “beneficially owned.” You should include an explanation of these circumstances in a footnote to the “Number of and Class of Securities Now Held.” To calculate outstanding voting equity securities, assume all outstanding options are exercised and all outstanding convertible securities converted.
Business and anticipated business plan
New Amsterdam Football Club is a professional soccer team that plays in the National Independent Soccer Association. The club generates revenue through a combination of sources including ticket sales to its home matches, selling apparel, and sponsorship from corporations. The club may generate additional revenue in the future from youth programs or selling players to other clubs.
The club is currently playing its home games at Hofstra Soccer Stadium in Long Island New York. The current stadium we play at seats roughly 1,500. However, Hofstra has an additional stadium that can seat up to 12,000 if we nee to switch to a larger stadium.
For ticket sales, we will be selling a variety of different types of tickets. One type is individual game sales which is when a fan purchases a ticket to an individual game. The cost of this is $20 for an adult and $15 for youth. We are also currently selling season tickets at a cost of $150 for 9 home games this fall. An additional part of the ticket sales strategy, is group sales to corporations and youth soccer programs. For example, a group night could include individual team outings for a youth soccer club or for an entire soccer association. Group tickets are $15 per person.
For apparel sales - we are selling jerseys, t-shirts, hats, scarves and other items. These are sold online on our website and at all of our home games. In the future, these will also be sold at community events including at pop up shops in the New York area.
For sponsorships, the clubs primary sponsor at this time is Fruit Street Health. We will be selling sponsorship spots on our jersey in locations such as the front of the shirt, back of the shirt, socks, and on our shorts. Our goal is to eventually have $500,000 of sponsorship revenue on an annual basis. The strategy we are using to obtain sponsors centers around reaching out to businesses in categories such as healthcare, automotive, financial, insurance, and the food industry.
There is also a potential for our club to hold soccer camps, tournaments, clinics, and other youth soccer programming that can generate revenue for the club.
The potential exists to sell players to Major League Soccer teams in North America or internationally to Europe. Transfer fees on an individual player could be 5, 6 or 7 figures depending on the transaction.
Risk factors
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.
In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.
The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.
These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.
We have limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risk that any new company encounters.
The Company is still in its early phases and has not yet implemented its business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.
We have not prepared any audited financial statements.
Therefore you have no audited financial information regarding the Company’s capitalization or assets or liability on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.
The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.
In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.
We may face potential difficulties in obtaining capital.
We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with professional sports teams and present and future market conditions. We may require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay or cease operations or marketing efforts, which may materially harm our business, financial condition and results of operations.
We rely on other companies to provide support for our services.
We will depend on suppliers of services and contractors to conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or contractors do not perform the agreed-upon services in compliance with requirements and expectations and in a timely and cost-effective manner. 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 service. Continued availability of services at acceptable prices, or at all, may be affected for any number of reasons, including if suppliers decide to concentrate on other services instead of those which meet our requirements. The supply of services could be delayed or constrained, adversely affecting our business and results of operations.
We may not be able to manage future growth effectively.
If our business plan is successful, we may experience significant growth in a short period of time and potential scaling issues. Should we grow rapidly, our financial, management and operating resources may not expand sufficiently to adequately manage our growth. If we are unable to manage our growth, our costs may increase disproportionately, our future revenues may stop growing or decline and we may face dissatisfied customers. Our failure to manage our growth may adversely impact our business and the value of your investment.
We rely on various intellectual property rights, including trademarks, in order to operate our business.
The Company relies on certain intellectual property rights to operate its business. The Company’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our trademark 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 is evolving and intellectual property positions can be 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.
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 a person's absence. The loss of such a 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.
We play in a new league.
If the National Independent Soccer Association fails for whatever reason, we may not have a professional league to play in. The league is relatively new and there is no guarantee the league will be successful. In the event that we are unable to win our games, this may decrease interest from our fans and cause a decrease in revenue.
This is a highly illiquid investment.
Investors need to wait until a liquidity event such as an acquisition to sell their shares.
The COVID-19 pandemic negatively impacts the business of sports.
In the event that the pandemic worsens, it is possible that we will be unable to have fans at our home games and this will negatively impact ticket and sponsorship revenue.
Avoid generalized statements and include only those factors that are unique to the issuer. Discussion should be tailored to the issuer’s business and the offering and should not repeat the factors addressed in the legends set forth above. No specific number of risk factors is required to be identified. Add additional lines and number as appropriate.
The Offering
Use of funds
We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our management and board of directors will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of shares of Class A Common stock. You may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. We intend to use the net proceeds of this offering for working capital and general corporate purposes. However, we have no legal commitments with respect to any such use, and our use of these proceeds may differ substantially from our current plans. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our Preferred stock to decline and delay the development of our new applications and services. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. You will not have the opportunity to influence our decision on how to use our net proceeds from this offering.
More specific uses of funds in our budget are as follows
- League dues projected at $150,000 on an annual basis.
- Player salaries $300,000 on an annual basis.
- Staffing $400,000 on an annual basis.
- Broadcast $110,000 on an annual basis.
- Travel $270,000 on an annual basis.
- Merchandise inventory is $75,000 on an annual basis.
- Repayment a $700,000 loan to our primary sponsor.
- Stadium rent and operations $120,000 on an annual basis.
- Youth academy $50,000 on an annual basis.
- Marketing of $40,000 on an annual basis.
- CEO at $120,000 per year on an annual basis.
- $48,000 on insurance on an annual basis.
- There are other expenses not included here, but these are some of the major categories.
More specific uses of funds in our budget are as follows
- League dues projected at $150,000 on an annual basis.
- Player salaries $300,000 on an annual basis.
- Staffing $400,000 on an annual basis.
- Broadcast $110,000 on an annual basis.
- Travel $270,000 on an annual basis.
- Merchandise inventory is $75,000 on an annual basis.
- Repayment a $700,000 loan to our primary sponsor.
- Stadium rent and operations $120,000 on an annual basis.
- Youth academy $50,000 on an annual basis.
- Marketing of $40,000 on an annual basis.
- CEO at $120,000 per year on an annual basis.
- $48,000 on insurance on an annual basis.
- There are other expenses not included here, but these are some of the major categories.
Delivery & Cancellations
Securities are issued and cancelled through Carta.com, the Company's electronic stock transfer agent.
NOTE: Investors may cancel an investment commitment until 48 hours prior to the deadline identified in these offering materials.
The intermediary will notify investors when the target offering amount has been met. If the issuer reaches the target offering amount prior to the deadline identified in the offering materials, it may close the offering early if it provides notice about the new offering deadline at least five business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment).
If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for his or her investment.
If an investor does not reconfirm his or her investment commitment after a material change is made to the offering, the investor’s investment commitment will be cancelled and the committed funds will be returned.
An Investor’s right to cancel. An Investor may cancel his or her investment commitment at any time until 48 hours prior to the offering deadline.
If there is a material change to the terms of the offering or the information provided to the Investor about the offering and/or the Company, the Investor will be provided notice of the change and must re-confirm his or her investment commitment within five business days of receipt of the notice. If the Investor does not reconfirm, he or she will receive notifications disclosing that the commitment was cancelled, the reason for the cancellation, and the refund amount that the investor is required to receive. If a material change occurs within five business days of the maximum number of days the offering is to remain open, the offering will be extended to allow for a period of five business days for the investor to reconfirm.
If the Investor cancels his or her investment commitment during the period when cancellation is permissible, or does not reconfirm a commitment in the case of a material change to the investment, or the offering does not close, all of the Investor’s funds will be returned within five business days.
Within five business days of cancellation of an offering by the Company, the Company will give each investor notification of the cancellation, disclose the reason for the cancellation, identify the refund amount the Investor will receive, and refund the Investor’s funds.
The Company’s right to cancel. The Investment Agreement you will execute with us provides the Company the right to cancel for any reason before the offering deadline.
If the sum of the investment commitments from all investors does not equal or exceed the target offering amount at the time of the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.
Ownership and Capital Structure
The offering
New Amsterdam Football Club, Public Benefit Corporation (the “Company” or “NAFC”) will issue and sell an aggregate of up to 250,000 shares of the Company’s Class A Common Stock, $0.0001 par value per share (“Class A Stock”) to the investors (“Subscribers”) in various closings (the “Offering”). The Company will offer shares of Class A Common Stock at a purchase price of $.25. The minimum investment for each Subscriber is $100.00. The Company reserves the right to allow a Subscriber to purchase less than the minimum amount, in its sole discretion. No fractional shares will be sold. The Offering will be made pursuant to an exemption to the registration requirement of the Securities Act of 1933, as amended. The company may enter into other securities transactions as deemed in the benefit of its shareholders and will not be restricted by this offering from doing so.
The terms of this Offering will not be modified.
Restrictions on Transfer of the Securities Being Offered
The securities being offered may not be transferred by any purchaser of such securities during the one year period beginning when the securities were issued, unless such securities are transferred:
- to the issuer;
- to an accredited investor;
- as part of an offering registered with the U.S. Securities and Exchange Commission; or
- to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.
The term “accredited investor” means any person who comes within any of the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably believes comes within any of such categories, at the time of the sale of the securities to that person.
The term “member of the family of the purchaser or the equivalent” includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
Description of Issuer's Securities
Here is a summary of outstanding securities as of August 23, 2021:
| Class A Common 24 certificates • $451,700 raised • 23,000,000 authorized | 10,406,000 | 83.879% | 10,406,000 | 83.879% |
|---|---|---|---|---|
| Class F Common 1 certificate • $0 raised • 2,000,000 authorized | 2,000,000 | 16.121% | 2,000,000 | 16.121% |
| Total 25 certificates • $451,700 raised • 25,000,000 authorized | 12,406,000 | 100% | 12,406,000 | 100% |
The Company is authorized to issue two classes of stock: "Class A Common Stock" and "Class F Common Stock" (collectively "Common Stock"). The total number of shares that the Company is authorized to issue is twenty-five million (25,000,000): twenty-three million (23,000,000) Class A Common Stock and two million (2,000,000) Class F Common Stock. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote (voting together as a single class on an as-if-converted basis).
The holders of shares of Class A Common Stock and Class F Common Stock vote together as one class on all matters submitted to a vote or for the consent of the stockholders of the Corporation. Each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. Each holder of shares of Class F Common Stock shall be entitled to one hundred (100) votes for each share of Class F Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. So long as any shares of Class F Common Stock remain outstanding, the holders of Class F Common Stock, voting as a separate class, are entitled to elect one (1) director (the "Class F Director") at each annual meeting or pursuant to each action by written consent of the Company's stockholders for the election of directors, to remove from office such director with or without cause, and to fill any vacancy caused by the resignation, death or removal of such director. The Class F Director has fifteen (15) votes as a director at each meeting or each action by written consent of the Company's Board of Directors. All additional members of the Company's Board of Directors are elected by the holders of Class F Common Stock and the holders of Class A Common Stock, voting together as a single class (the "Mutual Directors"). The Mutual Directors have one (1) vote as a director at each meeting or each action by written consent of the Company's Board of Directors.
All shareholders of the Company are subject to the voting rights of the sole Class F shareholder of the Company, who controls both Board of Directors and Shareholder votes by virtue of his super-majority voting rights set out in the Certificate of Incorporation set out above. The sole Class F shareholder, therefore, could propose and pass amendments passable by majority vote affecting the company’s Certificate of Incorporation or Bylaws which could materially limit, dilute or qualify the rights of holders of other classes of security.
Until such time as the Company has raised gross proceeds equal to Ten Million Dollars ($10,000,000) from the issuance and sale of Class A Common Stock, the Company shall issue to the Class A Common Stock shareholders pro rata a sufficient number of shares to maintain the aggregate ownership percentage of Class A Common Stockholders at least equal to eighty percent (80%) of the outstanding Common Stock of the Company on a fully diluted basis.
As stated in the answer to question 18 above, all shareholders of the Company are subject to the voting rights of the sole Class F shareholder of the Company, who controls both Board of Directors and Shareholder votes by virtue of his super-majority voting rights set out in the Certificate of Incorporation set out above. The sole Class F shareholder, therefore, could propose and pass amendments passable by majority vote affecting the company’s Certificate of Incorporation or Bylaws which could affect the purchasers of the securities being offered.
New Amsterdam Football Club’s valuation is based on comparing our valuation to other professional soccer teams in the same league and other minor league professional sports teams. It is also based on the potential future valuation our club may achieve compared to other clubs in the same league that have a longer operating history and have achieved a higher valuation.
As stated in the answer to question 18 above, all shareholders of the Company are subject to the voting rights of the sole Class F shareholder of the Company, who controls both Board of Directors and Shareholder votes by virtue of his super-majority voting rights set out in the Certificate of Incorporation set out above. The sole Class F shareholder, therefore, could propose and pass amendments passable by majority vote affecting the company’s Certificate of Incorporation or Bylaws which could detrimentally affect purchasers of the securities relating to minority ownership in the issuer.
In order to support the growth of our business, we may need to incur additional indebtedness or seek capital through new equity or debt financings, which sources of additional capital may not be available to us on acceptable terms or at all.
Our operations have consumed substantial amounts of cash since inception and we intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, develop new applications and services, enhance our existing solution and services, enhance our operating infrastructure and potentially acquire complementary businesses and technologies.
Our future capital requirements may be significantly different from our current estimates and will depend on many factors, including our growth rate, subscription renewal activity, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new or enhanced services and the continuing market acceptance of telehealth. Accordingly, we may need to engage in equity or debt financings or collaborative arrangements to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Preferred stock. Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.
In addition, during times of economic instability, it has been difficult for many companies to obtain financing in the public markets or to obtain debt financing, and we may not be able to obtain additional financing on commercially reasonable terms, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, it could have a material adverse effect on our business, financial condition and results of operations.
$739,074.93 11:12 this is a short term loan from Fruit Street Health P.B.C., a shareholder of the Company. Interest is at 10 per cent per year and is deferred until December 31, 2021.
- any director or officer of the issuer;
- any person who is, as of the most recent practicable date, the beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power;
- if the issuer was incorporated or organized within the past three years, any promoter of the issuer;
- or (4) any immediate family member of any of the foregoing persons.
The term transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.
Beneficial ownership for purposes of paragraph (2) shall be determined as of a date that is no more than 120 days prior to the date of filing of this offering statement and using the same calculation described in Question 6 of this Question and Answer format.
The term “member of the family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
Compute the amount of a related party’s interest in any transaction without regard to the amount of the profit or loss involved in the transaction. Where it is not practicable to state the approximate amount of the interest, disclose the approximate amount involved in the transaction.
Financial Condition of the issuer
Issuer is currently dependent upon equity financing and loans received from its sponsor to fund its operations. Issuer has been meeting its monthly capital raise targets and expects to be able to do so in the future. Issuer has just begun to earn revenues from ticket and merchandise sales. Please refer to Issuer's financial statements for results of operations. The COVID-19 pandemic has negatively impacted operations, but that situation is now improving because we now have the ability to sell tickets and have fans at our games.
The discussion must cover each year for which financial statements are provided. For issuers with no prior operating history, the discussion should focus on financial milestones and operational, liquidity and other challenges. For issuers with an operating history, the discussion should focus on whether historical results and cash flows are representative of what investors should expect in the future. Take into account the proceeds of the offering and any other known or pending sources of capital. Discuss how the proceeds from the offering will affect liquidity, whether receiving these funds and any other additional funds is necessary to the viability of the business, and how quickly the issuer anticipates using its available cash. Describe the other available sources of capital to the business, such as lines of credit or required contributions by shareholders. References to the issuer in this Question 28 and these instructions refer to the issuer and its predecessors, if any.
Financial Information
Please reference the attached appendix document "Financial Attestation"
Stakeholder Eligibility
If you would have answered “Yes” to any of these questions had the conviction, order, judgment, decree, suspension, expulsion or bar occurred or been issued after May 16, 2016, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.
Final order means a written directive or declaratory statement issued by a federal or state agency, described in Rule 503(a)(3) of Regulation Crowdfunding, under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.
No matters are required to be disclosed with respect to events relating to any affiliated issuer that occurred before the affiliation arose if the affiliated entity is not (i) in control of the issuer or (ii) under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.
Other Material Information
- any other material information presented to investors; and
- such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
If information is presented to investors in a format, media or other means not able to be reflected in text or portable document format, the issuer should include:
(a) a description of the material content of such information;
(b) a description of the format in which such disclosure is presented; and
(c) in the case of disclosure in video, audio or other dynamic media or format, a transcript or description of such disclosure.
