Form 1-A Regulation A Tier 1 Offering Statement
An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor there would any sales of these securities in any state in which such offer, solicitation or sale be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.
PART II – OFFERING CIRCULAR
Form 1-A Regulation A Tier 2 Offering Statement
Edgar file No. 367-10517
Item 1. Cover Page of Offering Circular
Athlete Films, LLC
Principle Executive Office Address:
244 5th Avenue, Suite Q260, New York, NY 10001
Phone: 917-719-1262
http://www.athletefilmsfund.com
January 15, 2025
We are offering a maximum of 20,000,000 of Class A Common Shares at a fixed price of $10 per share (ten dollars) in a “Tier 2 Offering” under Regulation A (the “Offering”). This Offering is being conducted on a “Best Efforts” minimum/maximum. Our Class A Common Shares are not listed on any national securities exchange or in the over-the-counter inter-dealer quotation system and there is no market for our Class A Common Shares. Please see Part II Item 14 for the disclosure of the Securities Being Offered in this Offering Statement.
The Offering will terminate on December 31, 2026; or when the Board of Directors decides that it is in our best interest to terminate the Offering. There is not a minimum required sale in order to effectively operate the company. Every dollar shall proportionately be applied to The Company’s use of proceeds starting with management, technology, legal and accounting expenses. In the event we do not sell any Class A Common Shares by December 31, 2026, We will adjust our use of proceeds to prioritize the capital investment received to be used on building out our technology, marketing, legal and accounting platforms. Sale to the public shall commence within 30 days following the date this offering statement is qualified.
This Form 1-A is following the Offering Circular format rather than Part I of Form S-1. The purchase of the securities offered through this Offering Circular involves a high degree of risk. You should carefully read the entire Offering Circular, including the section entitled “Risk Factors” before buying any Class A Common Shares. Risk Factors section can be found by referencing Part II Item 3.
The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.
Dilution means a reduction in value, control or earnings of the shares the investor owns.
Immediate dilution
360 Sports has awarded shares to its founders and early employees in exchange for “sweat equity”, expenses or consulting services. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs.
Future dilution
Another important way of looking at dilution is that dilution can happen due to future actions by 360 Sports. Meaning, an investor’s stake in a Company could be diluted due to the Company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the Company’s members, employees, or marketing partners. As a result, when a Company issues more shares, the percentage of the Company that you own will go down, even though the value of the Company may go up. This means you will own a smaller piece of a larger Company.
This increase in number of shares outstanding could result from a stock offering in any form. If 360 Sports decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share which typically occurs when Company offers dividends.
If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the Company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.
360 Sports intends to market the shares in this offering both through Online and offline means. online marketing may take the form of contacting potential investors through social media and posting the Company’s Offering Circular on an Online investment platform.
Although there are no current plans to do so, the Company may engage a broker-dealer to perform certain services such as processing and accounting for investor funds and performing anti-money laundering checks on investors.
The Company is open to offering its securities in all states.
No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.
In the event that it takes some time for the Company to raise funds in this offering, the Company will rely on income from sales of products and services as mentioned in Part II Item 7. It has only a limited amount of cash on hand.