Form C
Cover Page
First-come, first-served basis
| Most recent fiscal year | Prior fiscal year | |
|---|---|---|
| Total Assets | Most recent fiscal year $162,465 | Prior fiscal year -- |
| Cash & Cash Equivalents | Most recent fiscal year $153,209 | Prior fiscal year -- |
| Accounts Receivable | Most recent fiscal year -- | Prior fiscal year -- |
| Short-term Debt | Most recent fiscal year $51,552 | Prior fiscal year -- |
| Long-term Debt | Most recent fiscal year -- | Prior fiscal year -- |
| Revenues/Sales | Most recent fiscal year $0 | Prior fiscal year -- |
| Cost of Goods Sold | Most recent fiscal year $0 | Prior fiscal year -- |
| Taxes Paid | Most recent fiscal year -- | Prior fiscal year -- |
| Net Income | Most recent fiscal year -- | Prior fiscal year -- |
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 Managing the company's overall operations | Start date January 1, 2021 | End date  |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Snap Inc. | Position Firmware Engineer | Responsibilities Developing Spectacles, a camera sunglasses consumer product | Employer's Principal Business Consumer Software | Start date March 1, 2015 | End date March 1, 2018 |
Employer Astrohaus | Position Lead Firmware Engineer | Responsibilities Led development of the hardware, firmware, and software of Astrohaus's distraction-free writing products: Freewrite Smart Typewriter and Freewrite Traveler | Employer's Principal Business Consumer Electronics | Start date February 1, 2019 | End date October 1, 2020 |
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position CTO | Responsibilities Implement and maintaining the Basenote app, and other technologies. | Start date January 1, 2021 | End date  |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Snap Inc. | Position Software Engineer | Responsibilities Prototyping, developing, and maintaining features within the Snapchat app and Spectacles hardware product. | Employer's Principal Business Consumer Software | Start date June 1, 2013 | End date August 1, 2017 |
Employer Leia Inc. | Position Director of Software Engineering | Responsibilities Led teams in Android app development, backend, and computer vision. | Employer's Principal Business Consumer Electronics | Start date December 1, 2017 | End date February 1, 2021 |
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position Chairman | Responsibilities Company strategy and auxiliary support | Start date January 1, 2021 | End date  |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Snap Inc. | Position Software Engineering Manager | Responsibilities Managing engineers and data scientists | Employer's Principal Business Consumer Software | Start date January 1, 2020 | End date  |
Employer Snap Inc. | Position Software Engineer | Responsibilities Developing and maintaining features for the Snapchat app | Employer's Principal Business Consumer Software | Start date September 1, 2014 | End date January 1, 2020 |
Officers of the company
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position CEO | Responsibilities Managing the company's overall operations | Start date January 1, 2021 | End date  |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Snap Inc. | Position Firmware Engineer | Responsibilities Developing Spectacles, a camera sunglasses consumer product | Employer's Principal Business Consumer Software | Start date March 1, 2015 | End date March 1, 2018 |
Employer Astrohaus | Position Lead Firmware Engineer | Responsibilities Led development of the hardware, firmware, and software of Astrohaus's distraction-free writing products: Freewrite Smart Typewriter and Freewrite Traveler | Employer's Principal Business Consumer Electronics | Start date February 1, 2019 | End date October 1, 2020 |
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position CTO | Responsibilities Implement and maintaining the Basenote app, and other technologies. | Start date January 1, 2021 | End date  |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Snap Inc. | Position Software Engineer | Responsibilities Prototyping, developing, and maintaining features within the Snapchat app and Spectacles hardware product. | Employer's Principal Business Consumer Software | Start date June 1, 2013 | End date August 1, 2017 |
Employer Leia Inc. | Position Director of Software Engineering | Responsibilities Led teams in Android app development, backend, and computer vision. | Employer's Principal Business Consumer Electronics | Start date December 1, 2017 | End date February 1, 2021 |
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position Chairman | Responsibilities Company strategy and auxiliary support | Start date January 1, 2021 | End date  |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Snap Inc. | Position Software Engineering Manager | Responsibilities Managing engineers and data scientists | Employer's Principal Business Consumer Software | Start date January 1, 2020 | End date  |
Employer Snap Inc. | Position Software Engineer | Responsibilities Developing and maintaining features for the Snapchat app | Employer's Principal Business Consumer Software | Start date September 1, 2014 | End date January 1, 2020 |
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 Mick Wollman | No. and Class of Securities now Held 2,000,000 shares of Common Shares | % of Voting Power Prior to Offering 28% |
Name Nic Dahlquist | No. and Class of Securities now Held 2,000,000 shares of Common Shares | % of Voting Power Prior to Offering 28% |
Name Mike Cieslak | No. and Class of Securities now Held 2,000,000 shares of Common Shares | % of Voting Power Prior to Offering 28% |
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
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.
As a two-sided market, Basenote's success is predicated on sourcing both interested artists and investors for launch. Failure to generate interest in either side of the market could result in insolvency.
Wide-spread adoption of crypto or NFTs could change consumer preferences and market conditions. Although Swarm is prepared to adopt blockchain if it makes sense for the product, the product is not currently crypto-based.
The music industry is highly litigious. If they feel threatened, the major labels could attempt to embroil Swarm in legal challenges.
As a financial product, trust is critical for consumer adoption. A security breach of Swarm's software (or one of its partners' software) could erode users' trust in the brand.
The company's success is highly dependent on a handful of key individuals. Swarm Media does not currently carry life insurance on any of its officers.
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
- Sourcing and supporting more artists:
- Implementing a self-serve portal to allow artists to quickly and easily onboard.
- Hiring 1 or more employees focused on sourcing and maintaining artist partnerships.
- Artist-focused marketing and PR.
- Sourcing and engaging users/investors:
- Implementing new features and improving existing features to increase user engagement and retention (this may involve hiring or contracting for engineering work).
- Consumer-focused marketing and PR.
- Introducing artist services.
- These may be paid services that act as auxiliary revenue streams, or free services that act as loss leaders to funnel artists into our main products.
- Examples may include music distribution, artist promotion, production support, playlisting, and sync licensing.
- This goal may be accomplished by partnering with existing service providers, or hiring and building these features internally.
Delivery & Cancellations
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
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
- 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
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.
