PART II and III Athlete Films Fund
March 15, 2026

Form 1-A Regulation A Tier 1 Offering Statement

PART II - OFFERING CIRCULAR

Edgar file No. ***-****

Item 1 Cover Page

Coming Soon

Item 2. Table of Contents

Table of Contents

Item 3. Summary and Risk Factors

Item 4. Dilution

Where there is a material disparity between the public offering price and the effective cash cost to officers, directors, promoters and affiliated persons for shares acquired by them in a transaction during the past year, or that they have a right to acquire, there must be included a comparison of the public contribution under the proposed public offering and the average effective cash contribution of such persons.

Item 5. Plan of Distribution and Selling Securityholders

Item 6. Use of Proceeds to Issuer

Item 7. Description of Business

Item 7. Description of Business (a) Narrative description of business The Company is engaged in the production of short and full-length films involving the stories of athletes and their inspirational journeys with their respective sport. The Athlete Films Fund (“Company”) was formed on ___________under the laws of Delaware as a Limited Liability Company. Founded by professionals with extensive experience across the sports, entertainment, and business industries, the Company is dedicated to developing and producing motion pictures that bring powerful athlete stories to the screen. Through the Athlete Films Fund, LLC, the Company seeks to provide accredited, and ultimately non-accredited, investors with access to the financing and ownership of short and full-length films involving compelling athlete-driven content, aligning investor participation with the global appeal of sports storytelling. Our Business Strategy From a business perspective, our primary goal is to produce sports-related films that maximize revenues and return on investment for our shareholders. That said, there can be no assurance that this business goal will be achieved, or that increased revenues will equate to a higher return on investment. To this end, we combined the expertise of entertainment professionals with a track record for creating athlete centered films, as well as sports related media, with the team from 360 Sports, Inc. and their experience for centralized back-office services such as raising and managing capital, fund compliance, and reporting in a streamlined and efficient manner. The unique aspects of our business strategy are: 1) a focus on producing sports related films; 2) centralized back office that streamlines the management of a capital fund from fundraising, regulatory compliance, and investor reporting; 3) a modern studio platform. Sports Film Focus We tell the stories of athletes-the highs, the heartbreaks, and everything in between-because we believe their stories through sport transcend boundaries and connect with audiences across cultures, communities, and generations. Production The Company’s film development and production processes are managed by Angelo Pizzo. Mr. Pizzo is best known as the writer and co-producer of the acclaimed sports films Rudy and Hoosiers, which have become enduring touchstones of the genre. Through these works, he has demonstrated a rare ability to elevate sports stories beyond competition-illuminating the perseverance, sacrifice, and humanity at their core. His storytelling has resonated with audiences across generations and earned lasting critical recognition. Mr. Pizzo brings to the Company decades of experience crafting and producing character-driven narratives that combined commercial appeal with emotional depth. The following are the Company’s initial slate of film projects: Add 3 more filns: Indy Car film, Golfer Film, Agent-Mafia; plus special projects – Each Feature Film is its own LLC. 1. The Johnny Unitas Story Co-developed with Joe Unitas, son of the legendary National Football League quarterback, this underdog drama traces Johnny Unitas’ journey from his Depression-era upbringing to the historic moment of “The Greatest Game Ever Played.” The screenplay is based on the only biography authorized by the Unitas family and benefits from the mentorship of Oscar-winning director Barry Levinson, ensuring, we believe, both historical fidelity and cinematic excellence. 2. Mickey Mantle Biopic A multi-dimensional exploration of the legendary Yankees slugger, revealing the contrast between his monumental on-field success and private battels such as those resulting from his towering size. This film captures the human story behind the icon, appealing not only to dedicated baseball fans but also audiences drawn to gripping, character-driven drama. With its blend of sports history and personal narrative, the project promises both emotional resonance and broad commercial appeal. 3. El Gato: The rise of Rodolfo “El Gato” Gonzalez This feature length biopic chronicles the extraordinary journey of Rodolfo “El Gato” Gonzalez, Guatemala’s legendary knockout sensation. Turning professional at just 14, Gonzalez racked up 37 consecutive victories before capturing the World Boxing Council’s Lightweight Title in 1972. The film delves into his dazzling triumphs, fierce rivalries, and the personal sacrifices behind his 66-KO reputation, offering a vivid portrait of a fighter whose story is projected to resonate far beyond the ring. 4. Punch Drunk Capitalizing on the growing demand for women's sports stories, Punch Drunk is a fictional film that follows a trail blazing former female mixed martial arts champion whose life spirals after years of fame and addiction. When she unexpectedly inherits the care of her young nephew following her brother's overdose, she must confront her personal demons and redefine what it means to be a champion- both inside and outside the ring. This powerful drama explores resilience, redemption, and the unbreakable bonds of family, offering audiences the possibility of an inspiring and emotionally charged cinematic experience. 5. Born in June Born in June chronicles the remarkable rise of legendary football coach June Jones whose underdog journey-from record setting collegiate quarterback to visionary head coach of the University of Hawaii and pioneering National Football League strategist who transformed modern offensive football. Through cinematic game day intensity and intimate locker room moments, the film explores resilience leadership and the power of community. A story of grit, passion, and legacy, we believe it is a cinematic celebration of football and the human spirit. Modern Studio that is a Quality Opportunity Zone Business 6 The Greatest Race of All Time Distribution and Marketing To maximize the commercial success of our films, the Company plans to leverage its network of relationships throughout the entertainment, sports, and sports-media sectors. These connections provide potential access to talent, brand partnerships, promotional platforms, and distribution channels that can help enhance the visibility and market reach of each project. For all our films, the primary and initial target market is North America followed by a global release and distribution. For each film, the Company intends to implement one or more of the distribution and marketing strategies described below, as determined by the Company in its discretion to be most effective in enhancing the film’s commercial performance and maximizing its distribution opportunities. 1. Integrated Sports Media & Entertainment (“ISME”) North America’s leading sports Pay Per View (“PPV”) distributor. ISME ensures broad theatrical, digital, and direct-to-consumer reach, leveraging not only traditional outlets like cable and satellite, but also next-gen streaming and social media-powered distribution models. ISME’s leadership are entertainment and sports-media veterans Doug Jacobs and Tony Martinez who bring authority in melding broadcast, event production, athlete marketing, and global rights sales. Collaborating with ISME potentially brings considerable leverage to the Company’s distribution capabilities, ensuring that finished films have access to broad, lucrative direct-to-consumer channels—a critical differentiator we believe in today's disrupted cinematic landscape. ISME PPV offers multi-pronged distribution: Pay-Per-View Premieres: Direct-to-consumer events capitalize on ISME’s network with major cable, satellite, and digital partners. Strategic Streaming: Potential for windowed release via established platforms (Netflix, Amazon, Hulu, etc.), capturing both subscription (SVOD) and transactional (TVOD) revenue streams. International Rights Sales: ISME's global contacts and expertise in international broadcasting unlock overseas potential, where demand for U.S. sports cinema remains robust. 2. Theatrical Release: Approximately 2,000 theaters domestically. Event-Based Theatrical Models: Select films may employ limited theatrical or event cinema releases, leveraging the draw of in-person screenings for fan engagement and ancillary merchandise sales. 3. Major Streaming on Demand Platforms such as Netflix, Apple, and HBO. Content partnerships with Amazon Prime, Apple TV+, HBO, Disney+, Great American Pureflix, Discovery, and more. Access to subscriber bases of 40–100+ million per platform; bundled and windowed release opportunities secure maximum revenue per film. 4. Direct to consumer social media distribution to the fans of a film’s athlete and/or sport. Next-Gen Social Media-Driven Direct Distribution Modern film launches approach audiences where they live; on digital, mobile, and social channels: Social Media Buzz: 70%+ of sports fans engage through social, with highlights, Q&As, and exclusive drops fueling anticipation. Direct-to-Fan Sales: Tap superfans via creator-led social campaigns, exclusive previews, and targeted merchandise or ticket bundles. Data-Driven Marketing: Real-time analytics and influencer engagement harness virality (as proven by “#InMyFeelingsChallenge” and major film/TV debuts). Back Office Services The Company will leverage the experience and expertise of 360 Sports, Inc. (“360”) to build a centralized back-office that will streamline the work involved with the operational aspect of the business. By way of background, 360 Sports, Inc. was formed by athletes for athletes, with the objective of supporting athletes in the development and growth of their business ventures beyond their playing careers. To this end, 360 attempts to bridge the gap between athlete-entrepreneurs and investors by facilitating access to capital, strategic partnerships, and business development resources. By leveraging the brand value, leadership experience, and cultural influence that athletes often possess, 360 intends to help create opportunities for athlete-led ventures across a variety of industries. We believe 360 is a mission driven company with the required expertise to help the Company succeed. (1) Describe the business done and intended to be done by the issuer and its subsidiaries and the general development of the business during the past three years or such shorter period as the issuer may have been in business. Such description must include, but not be limited to, a discussion of the following factors if such factors are material to an understanding of the issuer’s business: (i) The principal products and services of the issuer and the principal market for and method of distribution of such products and services. (ii) The status of product or service if the issuer has made public information about a new product or service that would require the investment of a material amount of the assets of the issuer or is otherwise material. Although the Company has not made public information concerning the Company’s new products or services that would require the investment of a material amount, the Company would refer any prospective investor to section 6 and 7 of this statement. (iii) (Reserved) (iv) The total number of persons employed by the issuer, including the number employed full time. (v) Any bankruptcy, receivership or similar proceeding. None. (vi) Any legal proceeding material to the business or financial condition of the issuer. None. (vii) Any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. None. (2) The issuer must also describe those distinctive or special characteristics of the issuers operation or industry that are reasonably likely to have a material impact upon the issuer's future performance. Examples of factors that might be discussed include dependence on one or a few major customers or suppliers (including suppliers of raw materials or financing), effect of existing or probable government regulation (including environmental regulation), material terms of and/or expiration of material labor contracts or patents, trademarks, licenses, franchises, concessions or royalty agreements, unusual competitive conditions in the industry, cyclicality of the industry and anticipated raw material or energy shortages to the extent management may or may not be able to secure a continuing source of supply. Please refer to section 6 and 7 of this offering statement. Item 7. Description of Business (a) Narrative description of business The Company is engaged in the production of short and full-length films involving the stories of athletes and their inspirational journeys with their respective sport. The Athlete Films Fund (“Company”) was formed on ___________under the laws of Delaware as a Limited Liability Company. Founded by professionals with extensive experience across the sports, entertainment, and business industries, the Company is dedicated to developing and producing motion pictures that bring powerful athlete stories to the screen. Through the Athlete Films Fund, LLC, the Company seeks to provide accredited, and ultimately non-accredited, investors with access to the financing and ownership of short and full-length films involving compelling athlete-driven content, aligning investor participation with the global appeal of sports storytelling. Our Business Strategy From a business perspective, our primary goal is to produce sports-related films that maximize revenues and return on investment for our shareholders. That said, there can be no assurance that this business goal will be achieved, or that increased revenues will equate to a higher return on investment. To this end, we combined the expertise of entertainment professionals with a track record for creating athlete centered films, as well as sports related media, with the team from 360 Sports, Inc. and their experience for centralized back-office services such as raising and managing capital, fund compliance, and reporting in a streamlined and efficient manner. The unique aspects of our business strategy are: 1) a focus on producing sports related films; 2) centralized back office that streamlines the management of a capital fund from fundraising, regulatory compliance, and investor reporting; 3) a modern studio platform. Sports Film Focus We tell the stories of athletes-the highs, the heartbreaks, and everything in between-because we believe their stories through sport transcend boundaries and connect with audiences across cultures, communities, and generations. Production The Company’s film development and production processes are managed by Angelo Pizzo. Mr. Pizzo is best known as the writer and co-producer of the acclaimed sports films Rudy and Hoosiers, which have become enduring touchstones of the genre. Through these works, he has demonstrated a rare ability to elevate sports stories beyond competition-illuminating the perseverance, sacrifice, and humanity at their core. His storytelling has resonated with audiences across generations and earned lasting critical recognition. Mr. Pizzo brings to the Company decades of experience crafting and producing character-driven narratives that combined commercial appeal with emotional depth. The following are the Company’s initial slate of film projects: Add 3 more filns: Indy Car film, Golfer Film, Agent-Mafia; plus special projects – Each Feature Film is its own LLC. 1. The Johnny Unitas Story Co-developed with Joe Unitas, son of the legendary National Football League quarterback, this underdog drama traces Johnny Unitas’ journey from his Depression-era upbringing to the historic moment of “The Greatest Game Ever Played.” The screenplay is based on the only biography authorized by the Unitas family and benefits from the mentorship of Oscar-winning director Barry Levinson, ensuring, we believe, both historical fidelity and cinematic excellence. 2. Mickey Mantle Biopic A multi-dimensional exploration of the legendary Yankees slugger, revealing the contrast between his monumental on-field success and private battels such as those resulting from his towering size. This film captures the human story behind the icon, appealing not only to dedicated baseball fans but also audiences drawn to gripping, character-driven drama. With its blend of sports history and personal narrative, the project promises both emotional resonance and broad commercial appeal. 3. El Gato: The rise of Rodolfo “El Gato” Gonzalez This feature length biopic chronicles the extraordinary journey of Rodolfo “El Gato” Gonzalez, Guatemala’s legendary knockout sensation. Turning professional at just 14, Gonzalez racked up 37 consecutive victories before capturing the World Boxing Council’s Lightweight Title in 1972. The film delves into his dazzling triumphs, fierce rivalries, and the personal sacrifices behind his 66-KO reputation, offering a vivid portrait of a fighter whose story is projected to resonate far beyond the ring. 4. Punch Drunk Capitalizing on the growing demand for women's sports stories, Punch Drunk is a fictional film that follows a trail blazing former female mixed martial arts champion whose life spirals after years of fame and addiction. When she unexpectedly inherits the care of her young nephew following her brother's overdose, she must confront her personal demons and redefine what it means to be a champion- both inside and outside the ring. This powerful drama explores resilience, redemption, and the unbreakable bonds of family, offering audiences the possibility of an inspiring and emotionally charged cinematic experience. 5. Born in June Born in June chronicles the remarkable rise of legendary football coach June Jones whose underdog journey-from record setting collegiate quarterback to visionary head coach of the University of Hawaii and pioneering National Football League strategist who transformed modern offensive football. Through cinematic game day intensity and intimate locker room moments, the film explores resilience leadership and the power of community. A story of grit, passion, and legacy, we believe it is a cinematic celebration of football and the human spirit. Modern Studio that is a Quality Opportunity Zone Business 6 The Greatest Race of All Time Distribution and Marketing To maximize the commercial success of our films, the Company plans to leverage its network of relationships throughout the entertainment, sports, and sports-media sectors. These connections provide potential access to talent, brand partnerships, promotional platforms, and distribution channels that can help enhance the visibility and market reach of each project. For all our films, the primary and initial target market is North America followed by a global release and distribution. For each film, the Company intends to implement one or more of the distribution and marketing strategies described below, as determined by the Company in its discretion to be most effective in enhancing the film’s commercial performance and maximizing its distribution opportunities. 1. Integrated Sports Media & Entertainment (“ISME”) North America’s leading sports Pay Per View (“PPV”) distributor. ISME ensures broad theatrical, digital, and direct-to-consumer reach, leveraging not only traditional outlets like cable and satellite, but also next-gen streaming and social media-powered distribution models. ISME’s leadership are entertainment and sports-media veterans Doug Jacobs and Tony Martinez who bring authority in melding broadcast, event production, athlete marketing, and global rights sales. Collaborating with ISME potentially brings considerable leverage to the Company’s distribution capabilities, ensuring that finished films have access to broad, lucrative direct-to-consumer channels—a critical differentiator we believe in today's disrupted cinematic landscape. ISME PPV offers multi-pronged distribution: Pay-Per-View Premieres: Direct-to-consumer events capitalize on ISME’s network with major cable, satellite, and digital partners. Strategic Streaming: Potential for windowed release via established platforms (Netflix, Amazon, Hulu, etc.), capturing both subscription (SVOD) and transactional (TVOD) revenue streams. International Rights Sales: ISME's global contacts and expertise in international broadcasting unlock overseas potential, where demand for U.S. sports cinema remains robust. 2. Theatrical Release: Approximately 2,000 theaters domestically. Event-Based Theatrical Models: Select films may employ limited theatrical or event cinema releases, leveraging the draw of in-person screenings for fan engagement and ancillary merchandise sales. 3. Major Streaming on Demand Platforms such as Netflix, Apple, and HBO. Content partnerships with Amazon Prime, Apple TV+, HBO, Disney+, Great American Pureflix, Discovery, and more. Access to subscriber bases of 40–100+ million per platform; bundled and windowed release opportunities secure maximum revenue per film. 4. Direct to consumer social media distribution to the fans of a film’s athlete and/or sport. Next-Gen Social Media-Driven Direct Distribution Modern film launches approach audiences where they live; on digital, mobile, and social channels: Social Media Buzz: 70%+ of sports fans engage through social, with highlights, Q&As, and exclusive drops fueling anticipation. Direct-to-Fan Sales: Tap superfans via creator-led social campaigns, exclusive previews, and targeted merchandise or ticket bundles. Data-Driven Marketing: Real-time analytics and influencer engagement harness virality (as proven by “#InMyFeelingsChallenge” and major film/TV debuts). Back Office Services The Company will leverage the experience and expertise of 360 Sports, Inc. (“360”) to build a centralized back-office that will streamline the work involved with the operational aspect of the business. By way of background, 360 Sports, Inc. was formed by athletes for athletes, with the objective of supporting athletes in the development and growth of their business ventures beyond their playing careers. To this end, 360 attempts to bridge the gap between athlete-entrepreneurs and investors by facilitating access to capital, strategic partnerships, and business development resources. By leveraging the brand value, leadership experience, and cultural influence that athletes often possess, 360 intends to help create opportunities for athlete-led ventures across a variety of industries. We believe 360 is a mission driven company with the required expertise to help the Company succeed. (1) Describe the business done and intended to be done by the issuer and its subsidiaries and the general development of the business during the past three years or such shorter period as the issuer may have been in business. Such description must include, but not be limited to, a discussion of the following factors if such factors are material to an understanding of the issuer’s business: (i) The principal products and services of the issuer and the principal market for and method of distribution of such products and services. (ii) The status of product or service if the issuer has made public information about a new product or service that would require the investment of a material amount of the assets of the issuer or is otherwise material. Although the Company has not made public information concerning the Company’s new products or services that would require the investment of a material amount, the Company would refer any prospective investor to section 6 and 7 of this statement. (iii) (Reserved) (iv) The total number of persons employed by the issuer, including the number employed full time. (v) Any bankruptcy, receivership or similar proceeding. None. (vi) Any legal proceeding material to the business or financial condition of the issuer. None. (vii) Any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. None. (2) The issuer must also describe those distinctive or special characteristics of the issuers operation or industry that are reasonably likely to have a material impact upon the issuer's future performance. Examples of factors that might be discussed include dependence on one or a few major customers or suppliers (including suppliers of raw materials or financing), effect of existing or probable government regulation (including environmental regulation), material terms of and/or expiration of material labor contracts or patents, trademarks, licenses, franchises, concessions or royalty agreements, unusual competitive conditions in the industry, cyclicality of the industry and anticipated raw material or energy shortages to the extent management may or may not be able to secure a continuing source of supply. Please refer to section 6 and 7 of this offering statement.

Item 8. Description of Property

Item 9. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 10. Directors, Executive Officers and Significant Employees

Item 11. Compensation of Directors and Executive Officers

Item 12. Security Ownership of Management and Certain Securityholders

Item 13. Interest of Management and Others in Certain Transactions

Item 14. Securities Being Offered

Part F/S

PART III—EXHIBITS

Item 16. Index to Exhibits

Table of Contents

Item 17. Description of Exhibits

SIGNATURES

Robert F Licopoli