An Offering Statement pursuant to Regulation A relating to these securities has been filed with Securities and Exchange Commission. Information contained in this Preliminary 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 Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of such state. The company may elect to satisfy its obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of the company’s 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.

PRELIMINARY OFFERING CIRCULAR DATED JUNE 25, 2021

Crush Capital Inc.

Attn: Darren Marble

Spring Place

9800 Wilshire Blvd.

Beverly Hills, CA 90212

(855) 734-2476

www.goingpublic.com

UP TO 17,480,000 UNITS, EACH CONSISTING OF 1 SHARE OF NON-VOTING COMMON STOCK AND 1 WARRANT TO PURCHASE ONE-HALF OF A SHARE OF NON-VOTING COMMON STOCK

UP TO 17,480,000 WARRANTS THAT ARE INCLUDED IN THE UNITS

UP TO 26,220,000 SHARES OF NON-VOTING COMMON STOCK, INCLUDING SHARES THAT ARE INCLUDED IN THE UNITS AND SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS

SEE “SECURITIES BEING OFFERED” AT PAGE 31 

MINIMUM INVESTMENT FOR UNITS: 1,000 Units ($1,145)

We and certain selling stockholders are offering a maximum of 17,480,000 Units, of which 13,985,550 Units are comprised of 13,985,550 shares and 13,985,550 warrants both being offered by us and of which 3,493,450 Units are comprised of 3,493,450 shares being offered by the selling stockholders and 3,493,450 warrants being offered by us. The offering is being conducted on a best-efforts basis without a minimum offering dollar amount.

Each Unit consists of 1 share of Non-Voting Common Stock of the company, and 1 warrant (“Warrant”) to purchase one-half of a share of Non-Voting Common Stock of the company. We will not issue fractional shares.

The Units will be sold at a price of $1.145 per Unit. The shares of Non-Voting Common Stock and the Warrants that are components of the Units will be immediately separable and delivered separately but will be purchased together. This Offering Circular also relates to the 8,740,000 shares of Non-Voting Common Stock issuable upon exercise of the Warrants. The Warrants are exercisable within 18 months from the date of issuance, when they expire. The Warrants will be exercisable at a price of $1.43 for one whole share of our Non-Voting Common Stock, subject to adjustment.

We expect that, not including commissions and state filing fees, the amount of expenses of the offering that we and the selling stockholders will pay will be approximately $822,000.

This offering will terminate at the earlier of the date at which the maximum offering amount has been sold, and the date at which the offering is earlier terminated by the company, in its sole discretion. At least every 12 months after this offering has been qualified by the United States Securities and Exchange Commission (the “Commission” or “SEC”), the company will file a post-qualification amendment to include the company’s recent financial statements. The company may undertake one or more closings on a rolling basis and, after each closing, funds tendered by investors will be available to the company and the selling stockholders. The company will engage Prime Trust, LLC as an escrow agent (the “Escrow Agent”) to hold funds tendered by investors.

Investors in this offering will have no voting rights except those required by Delaware law. See “Securities Being Offered” at page 31 for additional details.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF 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.

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 4.

Sales of these securities will commence on approximately _______, 2021.

The company is following the “Offering Circular” format of disclosure under Regulation A.

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Implications of Being an Emerging Growth Company.”

TABLE OF CONTENTS

In this Offering Circular, the term “Crush Capital,” “we,” “us” or “the company” refers to Crush Capital Inc. (formerly known as Trojan Horse Media Group, LLC).

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Implications of Being an Emerging Growth Company

We are not subject to the ongoing reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act. Rather, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.

If and when we become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we: 

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

RISK FACTORS

The Commission requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, relatively early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Natural disasters and other events beyond our control could materially adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Such events could make it difficult or impossible for us to produce our show and raise capital from investors for our featured issuers. We could experience a sharp decline in demand for our services. 

In March 2020, large segments of the U.S. and global economies were impacted by COVID-19 and a significant portion of the U.S. population became subject to “stay at home” or similar social distancing requirements, which had a significant impact on the film industry. Enhanced health and safety measures are in effect in Los Angeles and may be in effect in other areas where we film the show, which may cause our production costs to be higher than they would have been otherwise. While we have complied, and believe we will continue to be able to comply, with any required health and safety measures during the production of the show, we may experience reluctance on the part of issuers and others to participate in filming and other activities while COVID-19 remains a risk.

To date, the COVID-19 outbreak has significantly impacted global markets, U.S. employment numbers, as well as the business prospects of many small businesses (our potential featured issuers). COVID-19 has also caused significant volatility in stock markets, which tends to result in a shift towards “safe” investments, potentially dampening demand for higher risk investments, like our featured issuers. Many potential issuers may also choose to delay capital raising plans in favor of a better pricing environment in the future. Ultimately, we cannot assure you that our business will not be materially adversely impacted by the current pandemic, or any other natural disaster or catastrophic event.

We are an early stage company and have not yet generated any profits.

We were formed in 2017. Accordingly, we have a limited history upon which an evaluation of our performance and future prospects can be made. Our operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as we react to developments in our market, managing our growth and the entry of competitors into the market. We will only be able to pay dividends on any shares once our directors determine that we are financially able to do so. We have not yet generated any revenues and have incurred only net loss since our inception consisting of expenses to form our company and establish contractual relationships in anticipation of launching our business. There is no assurance that we will be profitable in the future or generate sufficient revenues to pay dividends to the holders of the shares.

We do not have definitive agreements in place with our service provider partners. 

We have entered into a referral agreement with Issuance and non-binding letters of intent or memoranda with CrowdCheck Law, Dalmore Group and Roth Capital regarding the services they are willing to provide to our featured issuers. As we have only non-binding letters of intent with Dalmore and, in the case of firm commitment underwriting, Roth Capital regarding their participation in the issuer selection process, we cannot assure you that either will be willing or able to participate in this process in the future. We also cannot assure you that Roth Capital will agree to provide a firm commitment underwriting to any such issuer applying to be on the show and there may not be another broker-dealer who is willing to provide a firm commitment underwriting in the context of an offering under Regulation A, which would result in all of our featured issuers conducting offerings on a “best efforts” basis instead. If this were to occur, our website and subscription platform may not be able to compete with the other online platforms that connect investors, issuers and broker-dealers and our business may not succeed. Furthermore, if Dalmore is unwilling to participate in the selection process, we may not be able to operate our business as currently envisioned or at all.

Similarly, we cannot assure you that CrowdCheck or Issuance will enter into definitive agreements with issuers at the time on terms acceptable to the selected issuers. Furthermore, while we have had preliminary discussions with third parties regarding providing transfer agent and escrow agent services to future featured issuers, we do not have any written understanding with any such third parties.

If any of our service provider partners are unable or unwilling to contract with one or more of our featured issuers, the issuers would need to engage replacement service providers, which could result in significant delays and may impair our ability to execute on our business plan in a timely manner and, therefore, negatively impact our ability to achieve profitability.

The ability of retail investors to subscribe for the securities of issuers in a firm commitment offering and be included in the underwriter's allocation may be limited.

One of the significant goals of our business model is, in the case of a firm commitment offering, to provide retail investor viewers of our show with an opportunity to be included in an underwriter’s allocation of the offering. However, because we will need to coordinate the production of our show with the timing of qualification of the issuers featured on the show, it is possible that one or more issuers may have their offering statements qualified in advance of the show’s airing and the underwriter(s) of such offerings may have received sufficient interest to close the offerings and allocate the offering prior to the airing of the show or shortly after the start of airing. Although we intend for the subscription platform to be available to allow underwriters to accept retail subscriptions as soon as an issuer is qualified, if an underwriter determines to close the offering shortly after qualification, there may be little to no time for retail investors to subscribe to such firm commitment offerings. Further, allocation decisions are ultimately made by the underwriter and the issuer, not by us, and an underwriter and issuer may for any reason determine not to allocate shares to retail investors that are viewers of our show. Such events may harm our ability to attract and sustain viewer interest in the show.

Issuers to be featured on Season 1 of Going Public have not yet been qualified.

If at least three issuers fail to have their offering statements qualified by the SEC, we will have incurred costs to produce a show that will not air, or will require additional production expenses once additional issuers are identified for the show. The resulting delay in launching Season 1 will require us to expend additional costs to support our operations during the delay and our estimated costs of production may increase over that time. Furthermore, the other issuers that were selected may be unwilling to wait to launch their offering on the show and select a differing online platform over ours, requiring us to contract with additional issuers and putting further strain on our resources.

Our financials were prepared on a “going concern” basis.

Our financial statements were prepared on a “going concern” basis. Certain matters, as described in Note 1 to the accompanying financial statements, indicate there may be substantial doubt about the company’s ability to continue as a going concern. Our ability to operate successfully is dependent upon our ability to generate sufficient cash flows from operations to meet our obligations and/or to obtain additional capital financing. 

Any valuation of the company at this stage is difficult to assess.

The valuation for the offering was established by the company based on its internal projections of revenues and cashflow in combination with a review of valuations of small cap publicly-traded companies. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment.

We operate in a regulatory environment that is evolving and uncertain.

The regulatory framework for online capital formation or crowdfunding is very new and the regulations that govern our operations and those of the broker-dealers that we intend to work with have been in existence for a very few years. Specifically, any investment bank that agrees to provide a firm commitment underwriting will typically combine and allocate securities based on indications of interest from institutional investors following a more traditional roadshow process with indications of interest from retail investor subscriptions submitted through our website. Please see “The Company’s Business – The Pre-Offering and Offering Process” and “– Service Provider Partners.” This approach is novel and as yet untested. We cannot assure you that the timing or process or any offering will be able to be successfully coordinated with the filming and airing of episodes of Going Public, that indications of interest will be successful converted into confirmed orders sufficient for an underwriter to successfully conclude an offering on a firm commitment basis, or that our business model based on this approach will be achievable or sustainable. If this approach proves to be unsuccessful, we may need to change our approach, and may not be successful doing so, or we may not be able to successfully operate our business as planned.

Further, there are frequent discussions among legislators and regulators with respect to changing the regulatory environment. New laws and regulations could be adopted in the United States and abroad. Further, existing laws and regulations may be interpreted in ways that would impact our operations, including how we, our featured issuers and broker-dealers interact with investors as well as the issuers and types of securities that these issuers can offer and sell using our website. For instance, we may be required to register as an investment advisor, which could be costly and expose us to additional regulatory obligations and potential liability. In addition, there have been several attempts to modify the current regulatory regime. Some of those suggested reforms could increase our regulatory burden or make it easier for others to compete with us. Any such changes would have a negative impact on our business. 

To enable us to engage in certain future business activities, we have started the process of applying to become a broker-dealer and, if we are successful in doing so, will operate in a highly regulated industry.

Our initial planned activities involve airing a television show and providing a platform that connects investors to third-party broker-dealers. Although we do not believe we need to be registered as a broker-dealer in order to engage in these initial activities, we plan to expand the scope of our services in the future to have a direct role in providing broker-dealer services to issuers and investors. In order to expand the scope of services in a regulatory compliant manner, we intend to apply to become a broker-dealer, likely through a subsidiary, and have engaged Luxor Financial Group to assist us with these efforts. We cannot assure you that any application by us to register as a broker-dealer will be approved and, if it is not, we may not be able to operate our business as planned, or at all.

The application and review process is likely to be time-consuming and costly, and we may incur significantly more costs that we anticipate, which could have a material adverse effect on our results of operations. If we are successful in our application to become a broker-dealer, we would become subject to extensive and stringent regulation and failure to comply with such regulation could have an adverse effect on our business. The regulation of broker-dealers covers all aspects of the broker-dealer business and operations, including, among other things, sales and trading practices and reporting requirements, client onboarding, advertising and marketing, publication or distribution of research, margin lending, uses and safekeeping of clients’ funds and securities, capital adequacy, recordkeeping, reporting, fee arrangements, disclosures to clients, suitability, acting in client’s best interests when making recommendations to retail customers, customer privacy, data protection, information security and cybersecurity, the safeguarding of customer information, the sharing of customer information, best execution of customer orders, public offerings, customer qualifications for margin and options transactions, registration of personnel, business continuity planning, transactions with affiliates, conflicts, and the conduct of directors, officers and employees. Further, the operation of our broker-dealer would expose us to a significant amount of liability. Regulated entities are frequently subject to examination, constraints on their business, and in some cases fines and penalties for potential violations of applicable laws or rules. In addition, some of the restrictions and rules that would be applicable to our broker-dealer subsidiary could adversely affect and limit our planned operations.

We are still in the early stages of assessing the impact of this increased regulatory environment, but we expect there to be increased costs, including the need for personnel with specific qualifications and salary expectations in accordance with their experience. None of our officers or directors has yet passed any securities-related examinations or holds any accreditations. We would also be subjected to periodic examinations and could be required to change aspects of our business processes and communications in response to the findings of those examinations. Becoming a broker-dealer would lead to significant increases in our compliance costs as well as increases in our exposure to liabilities, including subjecting us to liability for misstatements made by issuers utilizing our services. In addition, our compensation from issuers would be subject to regulatory review and may result in our being required to change our compensation structure. It is unclear whether we would be able to generate sufficient revenues to offset the additional compliance costs.

Once we become or acquire a broker-dealer, we intend to perform some of the functions described herein as being performed by Dalmore with respect to offerings featured in Going Public. We may not be approved to operate as a broker-dealer in the near term or at all. As noted above, we believe our initial business activities should not require that we be registered as a broker-dealer as our activities are limited to providing entertainment and technology, rather than being financial in nature, and all transactions are effected through third-party broker-dealers. However, if we were deemed by a relevant authority to be acting as a broker-dealer without registration, we could be subject to a variety of regulatory penalties and civil liability and may be unable to continue operating. These could include cease and desist orders and fines, and investors may seek to require that we rescind their investments, which could impose material financial liability on us.

Our business is dependent on the performance of third parties.

The success of Going Public is highly dependent on our ability to coordinate the services of our partners to the issuers we will feature and the performance of these partners in performing those services. If our partners perform poorly, our reputation and financial results could suffer. Our partners, some of whom are subject to extensive regulation, could experience problems in their business operations, adverse regulatory actions or financial problems. Any of these circumstances which are outside of our control may negatively impact our ability to attract issuers to feature on the show and to agree to use our website (which aggregates the services of our third-party partners for issuers’ use) or maintain our relationship with sponsors of the show.

We face competition from a number of diverse companies and organizations, many of which have greater financial resources and access to capital than we do.

There are many and diverse types of programming available to the general public, both through traditional television media as well as online content. In order to succeed, we will need to attract a sufficient viewer following of persons who are engaged in following the progress of the issuers that are featured. We believe there are no productions that showcase seasoned or established issuers engaging in financing that are open to accepting investments from viewers. We are only aware of a limited number of competitors that give viewers of a show the opportunity to invest. We will compete with other programming focused on businesses raising capital, such as Shark Tank, Elevator Pitch (hosted by Entrepreneur Media, Inc., our distribution partner), as well as similarly themed programs such as The Profit. We will also compete with numerous crowdfunding and fundraising platforms to attract issuers that will appeal to investors. While these platforms do not currently provide the comprehensive service offering that we, along with our partners, expect to offer, the fees charged by these platforms may be more attractive than ours. Further, many of these platforms have an established investor base, which may be appealing to the issuers we are looking to attract to participate in our program. In addition, competing crowdfunding and fundraising platforms may modify their product offerings to expand their services and present similar issuer-focused productions to compete with us more directly. Many of our competitors, particularly production content providers, are larger companies with significant cash reserves that would allow them to compete aggressively with us. Many of our crowdfunding and fundraising platform competitors have established businesses with greater experience than us in operating in a regulated environment. As a result, our competitors may be able to adapt more quickly to changes impacting our industry.

We may be liable for misstatements made by the issuers we feature on Going Public.

Although currently we are only hosting featured issuers on our website and producing the show, and we have no role in determining the content of the issuers’ statements or disclosures, there is the possibility that, under federal or state securities laws, investors, regulators or other parties may bring actions against us, or we may be held liable, for any untrue statements or omissions of material information made by our issuers. Further, if our business model evolves as anticipated and we are successful in our application to become a registered broker-dealer, we may have “underwriter liability” for untrue statements of material facts or omission of information required to make the statements not misleading by issuers utilizing our services in connection with their offerings. See “The Company’s Business – Regulation.”

In either case, there can be no assurance that if we were sued we would prevail. Further, even if we do succeed, lawsuits are time consuming and expensive, and being a party to such actions may cause us reputational harm that would negatively impact our business. Moreover, even if we are not liable or a party to a lawsuit or enforcement action, some of our clients have been and will be subject to such proceedings. Any involvement we may have, including responding to document production requests, may be time-consuming and expensive as well.

Our collection of personal data may subject us to increased regulatory risk and increased risk of cyber attacks.

As a result of our access to investor data, we will be subject to state laws that regulate data collected over the internet as well as any future regulations regarding data privacy and security and use of personal data. Compliance with data regulations could significantly impact our access to and use of investor data, which could materially and adversely affect our operating costs and our ability to achieve profitability. There has been a significant increase in the number and sophistication of cyber attacks in recent years, including computer viruses, malicious or destructive code, ransomware, social engineering attacks and hacking, among others. Any such attacks directed against us could not only disrupt our operations at the time but may damage our reputation and ability to grow our investor base. If we fail to comply with these regulations, or the personal data we maintain is hacked and misused, we could face significant regulatory, governmental or civil actions, including fines, enforcement actions and litigation, which could have a material impact on our results. The damage to our reputation and brand could materially impair our business.

We may not be able to protect all of our intellectual property.

Our profitability may depend in part on our ability to effectively protect our proprietary rights, including obtaining trademarks for our brand name and websites, copyrights on our creative product and maintaining the secrecy of our internal workings and preserving our trade secrets, as well as our ability to operate without inadvertently infringing on the proprietary rights of others. There can be no assurance that we will be able to obtain future protections for our intellectual property or defend our current or future trademarks, copyrights or trade secrets. Further, policing and protecting our intellectual property against unauthorized use by third parties is time-consuming and expensive, and certain countries may not even recognize our intellectual property rights. There can also be no assurance that a third party will not assert infringement claims with respect to our products or technologies. Any litigation for both protecting our intellectual property or defending our use of certain technologies could have material adverse effect on our business, operating results and financial condition, regardless of the outcome of such litigation.

Our revenues and profits are subject to fluctuations.

It is difficult to accurately forecast our revenues and operating results, and these could fluctuate in the future due to a number of factors. These factors may include adverse changes in: our ability to market the services available through our subscription platform to issuers and investors, number of viewers to our program including investors and the success of our issuers thereby making it easier to market our program to sponsors, potential issuers and investors and potentially expand the scope of our program, general economic conditions, headcount and other operating costs, and general industry and regulatory conditions and requirements. The company’s operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant and could impact our ability to operate our business.

We depend on a small management team.

Our ability to grow successfully will be particularly dependent upon the efforts, experience, contacts, and skills of our Co-Chief Executive Officers, Darren Marble and Todd Goldberg. The loss of either of these individuals could have a material adverse effect on our business and growth prospects. Such a loss could occur at any time due to death, disability, resignation, or for other reasons.

Our failure to attract and retain highly qualified personnel in the future could harm our business. 

We believe that our future success and grow our business will depend in large part on our ability to retain or attract highly qualified management, technical and other personnel. We may not be successful in employing and retaining key personnel or in attracting other highly qualified personnel. If we are unable to retain or attract significant numbers of qualified management and other personnel, we may not be able to grow and expand our business.

Our financial performance and operations could be materially impacted if we become subject to the Investment Company Act.

Because our featured issuers will issue us restricted equity in their companies as partial payment for our services, our net assets going forward are likely to include a significant amount of securities. We intend to structure and manage these holdings so as not to become subject to the requirements of the Investment Company Act of 1940, as amended (“1940 Act”). However, we cannot assure you that we will be able to do so. Due to the various burdens of compliance with the 1940 Act and the strict operational limitations, our financial performance and ability to operate our business could be materially adversely affected if we become subject to the 1940 Act. We cannot assure you that, under certain conditions, changing circumstances, or changes in the law, the company will not become subject to the 1940 Act or other burdensome regulation.

We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and operating losses.

In order to fund future growth and development, the company will likely need to raise additional funds in the future by offering shares of its common or preferred stock and/or other classes of equity or debt that convert into shares of common or preferred stock, any of which offerings would dilute the ownership percentage of investors in this offering. See “Dilution.” Furthermore, if the company raises debt, the holders of the debt would have priority over holders of common and preferred stock and the company may accept terms that restrict its ability to incur more debt. We cannot assure you that the necessary funds will be available on a timely basis, on favorable terms, or at all, or that such funds if raised, would be sufficient. The level and timing of future expenditure will depend on a number of factors, many of which are outside our control. If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the company, its business, development, financial condition, operating results or prospects.

We are dependent on our information systems which may be vulnerable to cyber-attacks or other events.

Our operations are highly dependent on our online presence and our subscription platform and the information collected, processed, stored, and handled by these systems and the service providers whose services comprise our platform. We will receive, retain and transmit certain confidential information, including personal financial information of our investors. In addition, we depend in part on the secure transmission of confidential information over public networks, principally to process investments. Our information systems are subject to damage or interruption from power outages, facility damage, computer and telecommunications failures, computer viruses, security breaches, including credit card or personally identifiable information breaches, coordinated cyber-attacks, vandalism, catastrophic events and human error. Any significant disruption or cyber-attacks on our information systems, particularly those involving confidential information being accessed, obtained, damaged, or used by unauthorized or improper persons, could harm our reputation and expose us to regulatory or legal actions and impair our ability to operate our business and our financial results. 

Investors will be holders of Non-Voting Common Stock and we have issued Preferred Stock that has preferential rights over shares of Common Stock. 

The shares of Non-Voting Common Stock are non-voting and voting control is in the hands of our two co-Chief Executive Officers. Therefore, investors in this offering will have a limited ability to influence our policies or any other corporate matter, including the election of directors, changes to our company’s governance documents, approving a stock option plan or expanding the employee option pool, and any merger, consolidation, sale of all or substantially all of our assets, or other major action requiring stockholder approval. Furthermore, holders of our Preferred Stock have preferential rights to dividends and amounts distributed in a liquidation. In the event of a liquidation of our company, you will only be paid out if there is any cash remaining after all of the creditors of our company have been paid and after payment to the holders of our Preferred Stock. Holders of Preferred Shares also have certain registration rights that investors in this offering will not have. Existing holders of our Voting Common Stock and our Series A Preferred Stock have additional rights to purchase any shares that are proposed to be sold by the holders of our Voting Common Stock and other major holders our outstanding equity, or to otherwise join in the sale of those shares. Investors in this offering will not have these rights and, therefore, if our Co-Chief Executive Officers, for example, decided to sell their shares to a third party, holders of our Series A Preferred Stock may have the opportunity to either buy those shares or sell their shares on the same terms, effectively benefitting from a sale of control pricing that would not be available to investors in this offering. See “Securities Being Offered” for a discussion of the relative rights of the holders of our capital stock.

Some of our stockholders will have the right to demand that we register our securities under the Securities Act, which could strain our resources and impair our ability to operate profitably.

As discussed below in “Securities Being Offered–Capital Stock,” we are subject to an Investors’ Rights Agreement and a Series A-1 Registration Rights Agreement that provides certain stockholders the right to demand that we register our securities with the SEC beginning in May 2025. Registration with and reporting to the SEC can be very burdensome, and in the event any demand for registration is made before we are ready to take on that burden, our resources could be significantly strained, which could impair our ability to operate profitably.

There is no minimum amount set as a condition to closing this offering.

Because this is a “best efforts” offering with no minimum, we will have access to any funds tendered. This might mean that any investment made could be the only investment in this offering, leaving the company without adequate capital to pursue its business plan or even to cover the expenses of this offering.

Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the shares you buy. See “Plan of Distribution and Selling Securityholders.” The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment. 

The Commission’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

This offering involves “rolling closings,” which may mean that earlier investors may not have the benefit of information that later investors have. We may conduct closings on funds tendered in the offering at any time. At that point, investors whose subscription agreements have been accepted will become our stockholders. We may file supplements to our Offering Circular reflecting material changes and investors whose subscriptions have not yet been accepted will have the benefit of that additional information. These investors may withdraw their subscriptions and get their money back. Investors whose subscriptions have already been accepted, however, will already be our stockholders and will have no such right.

This investment is illiquid. There is no currently established market for reselling these securities and no such market is expected to develop. If you decide that you want to resell these securities in the future, you may not be able to find a buyer.

The value of your investment may be diluted if the company issues additional options. The company has 20 million shares of Non-Voting Common Stock and 10 million shares of Voting Common Stock available for grants under the terms of its 2020 Omnibus Equity Incentive Compensation Plan and it may in the future increase the number of shares reserved for issuance under the plan. The issuance of option or stock grants under the plan or any other stock based incentive program may dilute the value of your holdings. The company views stock based incentive compensation as an important competitive tool, particularly in attracting both managerial and technological talent.

DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

The following table demonstrates the price that new investors are paying for their shares of Non-Voting Common Stock with the effective cash price paid by existing stockholders. The company was formed as a California limited liability company in June 2017. In November 2019, we amended and restated our operating agreement to create three individual classes of units: class A common units, class B common units, and preferred units; and to effect a 8954:1 forward unit split. In May 2020, we converted from a California limited liability company into to a Delaware corporation, changed our name to Crush Capital Inc. and converted each of our class A units, class B units and preferred units into 5.4658 shares of Voting Common Stock, Non-Voting Common Stock and Series A Preferred Stock, respectively.

The table presents shares and pricing as issued and reflects all transactions since inception, with all information being adjusted to give effect to both the November 2019 unit split and the May 2020 conversion. The dilution disclosures contained in this section are based upon the instruments issued and outstanding as of June 23, 2021. It does not reflect the potentially dilutive effect of future grants under our 2020 Omnibus Equity Incentive Compensation Plan, under which we have reserved 20,000,000 shares of Non-Voting Common Stock and 10,000,000 shares of Voting Common Stock.

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the 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. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another Regulation A round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the company 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 (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the number of shares of Common Stock underlying convertible notes that the company may issue in the future, and the terms of those notes.

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.

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $15,114,654, assuming we raise the maximum offering amount and after deducting the estimated offering expenses payable by us of approximately $817,746, and excluding any exercise of Warrants included as part of the Units we are offering. We will not receive any proceeds from the sale of Units comprised of shares of Non-Voting Common Stock being sold by the selling stockholders.

The following table below sets forth the uses of proceeds assuming we raise 25%, 50%, 75% and 100% of the maximum offering amount of $16,014,600. For further discussion, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Plan of Operations.” 

Production. Estimated production costs consist of amounts expected to be paid to INE Entertainment to produce Season 1 of Going Public, a portion of which we have funded with proceeds from our offerings under Regulation D and the remainder of which are fully covered at the 25% level.

Promotion and Marketing. Estimated promotion and marketing costs consist of the payment to Entrepreneur Media, Inc. and other related costs, including campaigns to promote Going Public in the following areas: digital marketing, content marketing, email marketing, and paid media marketing.

Licensed Technology. We will license technology from several partners for incorporation into our subscription platform. Costs related to licensed technology and services provided by partners include those for: the services provided through the subscription platform and escrow and transfer agent services.  We have entered into an agreement with Issuance to provide a subscription platform for use by our featured issuers that integrates with other key service providers, for a fee of $2.95 per subscription. The additional technology costs at the 50%, 75% and 100% levels represent costs associated with building and/or acquiring some or all necessary core components to ultimately reduce the costs and reliance on third parties.

Capital Markets Infrastructure. We intend in the future to design the user interface and engineer the software that powers www.goingpublic.com, to allow retail investors to subscribe to an offering and open a retail brokerage account with third-party broker-dealers. We intend to apply for registration as a broker-dealer, which we anticipate may cost up to $500,000, including initial net capital and legal and compliance fees, a portion of which we have funded with cash on hand. We may also acquire entities such as an escrow service provider, and/or transfer agent. To the extent we do so, we would require appropriate licensing, regulatory approvals and incur compliance costs, which represent increased capital markets infrastructure costs in the future. Operating as a broker-dealer would require not only capital, but also a capital markets infrastructure. The additional capital markets infrastructure costs at the 50%, 75%, and 100% levels represent costs associated with our broker-dealer application and building and/or acquiring some or all necessary core components.

Talent. Crush Capital’s vision is to produce and leverage content to build awareness of Going Public in order to attract brand ambassadors in various verticals. The additional talent costs at the 50%, 75%, and 100% levels represent costs associated with contracting with influencers in aligned verticals and engaging a primary host for Going Public.

Operations. We plan to invest in our team, including payment of increased compensation for our executive officers commensurate with achievement of various milestones. The following functional areas where we plan to make investments in staffing are: finance, technology, engineering, compliance, security, investment, business development, sales and marketing.

The above figures represent only estimated costs. They do not take into account cash payments from our featured issuers or any revenue from potential sponsorship arrangements that may be secured in the future, which may offset these costs. This expected use of net proceeds from this offering represents our intentions based upon our current arrangements and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering.

We reserve the right to change the above use of proceeds if management believes it is in the best interests of our company. 

THE COMPANY’S BUSINESS

Overview

Crush Capital is a financial technology and entertainment business that operates at the nexus of technology, entertainment and capital markets. Our mission is to combine a subscription platform for issuers, accessed through our website goingpublic.com, with the excitement of a full production streaming video series, Going Public. The show will follow the stories of entrepreneurs as they take their companies on a capital raising journey. Our website will give retail investors access to Regulation A offerings by issuers through third-party broker-dealers. These offerings may have secondary market liquidity if subsequently listed on The NASDAQ Stock Market (“NASDAQ”). We envision hosting offerings on our website by broker-dealers acting in either “firm commitment” or “best efforts” capacities. To date, most Regulation A securities offerings have been offered on a best efforts basis, meaning that the issuer will have a maximum offering amount and generally will sell securities over time in multiple closings. They may not sell the entire maximum amount of the offering. In addition, most best efforts offerings will not have their securities listed on a stock exchange or quotation system and the securities will remain illiquid, until such time as they are listed or quoted. Traditional IPOs are typically conducted on a “firm commitment” basis, meaning all of the securities being offering are sold to the underwriters at a single closing date, and then immediately, the underwriting syndicate and selling groups resell the securities to investors. These underwriters and selling brokers have broad discretion in allocating IPO securities to their favored clients, often those that generate higher revenue for their firm. Traditional IPOs also typically provide for the securities being listed on a stock exchange or quotation systems upon consummation of the offering. In contrast to traditional IPOs, firm commitment offerings hosted by broker-dealers through our website will enable retail investors to request to subscribe through a broker-dealer for the securities of the issuers featured on Going Public and be included in the underwriter’s allocation directly, potentially with secondary market liquidity through a listing on NASDAQ. See “—The Pre-Offering and Offering Process” below.

For issuers selected for our show, we will offer:

Viewers of the show will have:

For sponsors of the show, we will offer:

Featured Issuers and the Selection Process

We, together with certain of our partners, conduct casting to find issuers. Issuers apply through our casting site at www.goingpublic.com to be considered by Dalmore for our program. To ensure that potential issuers are suitable for a visual entertainment medium we provide input to Dalmore as to each applicant’s measure against preset parameters that we have established as to entertainment value. These include:

Dalmore then selects issuers based on its internal assessment of the issuer, following its internal procedures. As noted above, we intend to apply to become a broker-dealer through a subsidiary and, if successful, will in the future assume Dalmore’s role in the selection process.

For issuers who wish to conduct a “firm commitment” IPO, we expect an investment bank to, in its sole discretion, conduct appropriate due diligence and determine whether or not to engage in a firm commitment underwriting. Based on the expertise of the investment bank, we expect that these selected issuers will meet the requirements to conduct an offering under Regulation A and meet the minimum listing requirements of NASDAQ.

We began casting for Season 1 in mid-July of 2020 and have received numerous applications from issuers that have begun the screening process. Ideally, we will look to feature five issuers on Season 1. To the extent that more than five issuers pass the selection process, we may accelerate production for a second season. To date, we have entered into agreements with four companies.

Our selection process consists of three levels of review and assessment:

Service Provider Partners

Our company has identified key service provider partners that we introduce to the issuers that are ultimately selected for the show to provide legal, underwriting, marketing, and other services for their offerings. These service provider partners bring a depth of experience and a coordinated approach to the offering process. While we recommend these service provider partners, with the exception of Dalmore, each issuer may use alternative service provider partners. Crush Capital acts as a liaison between featured issuers and their service providers to facilitate coordination between service providers and issuers to accommodate both the offering process schedule and production timeline. Ultimately, each issuer enters into a direct agreement with each individual service provider.

Roth Capital. We have entered into a non-binding memorandum with Roth Capital providing that Roth Capital is willing to act as a firm commitment underwriter for featured issuers on Season 1 of Going Public, subject to its customary procedures which it utilizes in connection with agreeing to act as an underwriter for a securities offering, including, among other things, satisfactory due diligence, internal vetting and internal approvals and acceptable compensation terms. As stated in the memorandum, Roth Capital would apply an institutional pricing mechanism to each Regulation A IPO and undertake reasonable efforts to ensure that each featured IPO issuer meets NASDAQ’s listing requirements. Roth would also allocate, in its sole discretion and in consultation with the relevant issuer, the securities of each featured IPO issuer to both its institutional clients and/or to retail investors who view the series online through Entrepreneur.com and Entrepreneur’s Over-the-Top (“OTT”) platforms. Roth Capital would engage with the issuers directly and the amount of underwriting fees, consisting of cash and warrants, will be determined by the parties. 

Dalmore. We have entered into a non-binding letter of intent with Dalmore providing that, subject to Dalmore’s customary internal procedures including satisfactory due diligence, internal vetting and internal approvals, acceptable compensation terms, etc., Dalmore is agreeable to acting as broker-dealer of record, including performing the selection of issuers to appear on Season 1 of Going Public and to acting as a provider of operations and compliance services to featured Regulation A issuers. Selected issuers would be required to engage Dalmore until such time as we become registered as a broker-dealer, at which point we will replace Dalmore as broker-dealer of record and perform the services set forth below.

Dalmore is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted pursuant to exemptions from registration under Regulation D and Rules 506(b) and 506(c), Regulation A, Regulation Crowdfunding and others.

Dalmore reviews the viability of each issuer that wishes to participate in the show and ultimately provide a decision as to whether to proceed with the issuer, with Dalmore acting as broker-dealer of record. Issuers selected by Dalmore would, subject to Dalmore’s customary internal procedures, enter into a separate agreement with Dalmore based on Dalmore’s standard form of agreement and with compensation and other terms to be negotiated between Dalmore and each such issuer. For each such issuer, Dalmore would:

Neither Dalmore nor Crush Capital will provide any investment advice nor any investment recommendations to any investor.

Issuance. We have entered into a referral agreement with Issuance, Inc. (“Issuance”), a company founded and controlled by our Co-founder and Co-Chief Executive Officer Darren Marble, that contemplates Issuance providing marketing services to the five featured issuers we plan on hosting during Season 1 of Going Public prior to and through the duration of the show. Issuance will design the marketing campaign with each respective issuer, including digital marketing, content marketing, email marketing, and paid media marketing. Under this agreement, Issuance has agreed to charge each featured issuer a fee of no more than $100,000 for its services, subject to any changes as may be agreed between Issuance and the featured issuer. Issuance would contract with the issuers directly.

Issuance is a consulting firm that helps clients, issuers, through the process of Regulation A securities offerings. It facilitates an issuer’s ability to run a successful capital raising campaign, offering a wide range of strategic marketing and communications services. 

CrowdCheck. We have entered into a non-binding letter of intent with CrowdCheck Law LLP under which it has agreed to act as the provider of due diligence, legal and compliance services to featured issuers in Season 1 of Going Public. Season 1 issuers would engage CrowdCheck Law and pay its fees of $100,000 for each Regulation A IPO filing with the SEC, $60,000 for each standard filing under Regulation A with the SEC, and a reduced fee to be determined by CrowdCheck Law in the event the issuer has already filed a Form 1-A with the SEC. CrowdCheck Law will provide comprehensive legal and compliance services to issuers prior to and through the duration of Season 1, including preparing the offering statements to be filed with the SEC and responding to SEC comments, issuing opinions regarding legality of the offering, coordinating with the issuers’ other advisors and advising the issuer on communications with potential investors, including the content of the show.

CrowdCheck Law is an affiliate of CrowdCheck, Inc., which provides a wide range of compliance, diligence and filing services to issuers, investors and intermediaries in the online capital formation market. CrowdCheck Law is the market leader in Regulation A offerings, and its team of experienced attorneys combine deep securities knowledge with an understanding of the new online securities marketplace. CrowdCheck Law has issued the legality opinion that appears as an exhibit to the Offering Statement of which this Offering Circular forms a part.

Each issuer will also separately contract with a transfer agent, which may be Computershare given our existing relationship with them, and an escrow agent to manage the funds provided by subscribing investors. The fees for these services would be as agreed between the issuers and these agents.

The Pre-Offering and Offering Process

Firm Commitment Offerings

For those issuers that an investment bank is willing to engage in a firm commitment underwriting process, the investment bank would work with an issuer to plan its Regulation A IPO, and oversee a “Testing the Waters” campaign. If the investment bank is satisfied with the results of its “Testing the Waters” campaign, it and the issuer will agree on a definitive price per security that the issuer would include in its offering circular upon which it requests qualification. Crush Capital will recommend various service providers to that issuer including for legal due diligence and documentation, accounting and auditing, marketing assistance, escrow agent services and transfer agent services. It is contemplated that the investment bank, as firm commitment underwriter, will run a “Testing the Waters” roadshow directed to its institutional client base, which could include some investor meetings in person or virtual, as well as meetings and interactions with an issuer’s service providers, customers and board members. INE Entertainment will film such meetings, with the subjects’ consents, as well as issuer presentations for the show. Production of the series will commence prior to the qualification of an issuer’s offering statement; however, no episodes will be released (aired) until each respective issuer’s offering statement has been qualified by the SEC with a specific price per share.

The investment bank, as underwriter for the offering, is expected to provide an allocation to retail investors, which would reduce the allocation otherwise subscribed to by its institutional customers. As to the retail investors, Crush Capital is providing the subscription platform, which a potential investor would access from the website goingpublic.com, that will enable retail investors submit their requests to the investment bank to subscribe to an offering.

Each issuer will enter into an underwriting agreement with the investment bank providing for the purchase by the investment bank of the full amount of the offering, both the retail and institutional components. Retail investors would pay the same fixed price set by the investment bank as underwriter as institutional investors pay. Pursuant to the underwriting agreement, the investment bank would pay the issuer this fixed price less an underwriting discount agreed upon with the investment bank and each issuer.

In a traditional registered IPO, the firm commitment underwriter (or syndicate and selected dealers, if any) will soft circle investors, using a red herring, for the purpose of oversubscribing the offering. This is because the underwriter typically wants to know the offering will be fully or at least substantially sold, so that the underwriter will not bear the risk of buying and holding the shares as principal. When the underwriter believes that offering is sufficiently subscribed to, the offering will go effective, a definitive prospectus will be issued, subscriptions will be confirmed and “at pricing” the underwriting agreement will be signed, at which time the shares are acquired by the underwriter (thus firm commitment) and are resold to the confirmed purchasers at the fixed price. The underwriters will typically allocate portions of the offering to retail accounts in order to ensure a bona fide public distribution of the securities in accordance with FINRA rules. Much the same will happen in these Regulation A offerings except that offering would be conducted on the basis of a price fixed prior to qualification, rather than a price range. Retail investors will have an opportunity to review the definitive offering circulars for each issuer appearing on the show (a live hyperlink to each offering circular will appear clearly on each episode and will also be available from the time of qualification on goingpublic.com) and retail investors will be able to formally subscribe through a broker-dealer to an investment in the securities being offered. In addition, aside from customary investor background information, the subscribers will be required to make representations concerning their status as an “accredited investor,” or their otherwise meeting financial requirements for Regulation A offerings. The investment bank would conduct roadshow meetings with institutional investors for the purpose of bookbuilding, i.e. obtaining indications of interest from institutional investors in purchasing the issuer’s securities. The timing of these roadshow meetings will depend on the progress of each issuer, and may be staggered during the season. The company expects that the investment bank would look to fully subscribe or over subscribe each offering at the price set forth in the qualified offering statement based solely on institutional investor interest. Prior to our becoming registered as a broker-dealer, Dalmore Group, a FINRA member firm, in addition to its participation in the selection process, would serve as the accommodating broker-dealer in respect of the retail investors that subscribe through the subscription platform for the offering, providing the services discussed under “—Service Provider Partners” above. The subscriptions from these retail investors will be reviewed by Dalmore and recommended to the issuer by Dalmore. The issuer would pay Dalmore a separate fee for its operations and compliance services in an amount that would be negotiated between Dalmore and each issuer. If we are successful in registering as a broker-dealer, we would assume these roles initially performed by Dalmore.

The investment bank is expected to include the aggregate retail investor subscriptions in its “bookbuild” and, to the extent that the offering is oversubscribed, would determine the final allocations between institutional and retail investors and then sign an underwriting agreement with the relevant issuer. In the event that, following receipt of indications of interest from the investment bank’s institutional client base and from retail investors through the subscription platform hosted on goingpublic.com, the investment bank and the relevant issuer determine to change the price per share, the issuer would file a prospectus supplement for any increase or decrease resulting in no more than a 20% change in the aggregate offering price, in accordance with Rule 253 under the Securities Act, or would file a post-qualification amendment that would need to be re-qualified by the SEC. The underwriting agreement would be signed thereafter and, for those issuers who have been accepted for quotation on NASDAQ, the securities would begin trading similar to traditional IPOs.

We expect that the final appearances for such issuers would show the NASDAQ celebrations or “bell-ringing” ceremonies. These final appearances may be staggered during the season depending on the progress of each issuer’s offering. Closing and settlement would follow traditional IPO timing (T+2), with funds from institutional investors and funds held in escrow on behalf of retail investors being paid to the relevant issuer after deduction of the investment bank’s underwriting discount and other relevant offering expenses, as applicable. Each retail investor would be allocated securities, based the investment bank’s allocation determination discussed above, and would be refunded by the escrow agent for any amounts paid in excess of the price of the securities allocated to him or her.

Best Efforts Offerings

Featured issuers which have not engaged an investment bank to conduct a firm commitment offering will conduct a Regulation A offering on a best efforts basis, with Dalmore acting as broker-dealer of record until such time as we become registered as a broker-dealer and assume this role. Crush Capital will recommend various other service providers to these issuers including for legal due diligence and documentation, accounting and auditing, marketing assistance, escrow agent services and transfer agent services, as discussed under “Service Provider Partners” above. These issuers would file an offering statement with the SEC, determining the duration of, and the price for, their offerings in their sole discretion, and ultimately request qualification from the SEC. We will not post “testing the waters” pages for these issuers on the goingpublic.com website.

After an issuer’s offering statement has been qualified, the issuer will then be included as a featured issuer on Going Public. Retail investors will have an opportunity to review the definitive offering circulars for each issuer appearing on the show (a live hyperlink to each offering circular will appear clearly on each episode and will also be available from the time of qualification onwards on goingpublic.com) and to formally subscribe through a broker-dealer to an investment in the securities being offered. Aside from customary investor background information, the subscribers will be required to make representations concerning their status as an “accredited investor,” or their otherwise meeting financial requirements for Regulation A offerings. Dalmore will serve as broker-dealer of record in respect of investors that subscribe to the issuer’s offering through the company’s website, providing the services described under “– Service Provider Partners” above. The subscriptions from these retail investors will be reviewed by Dalmore and recommended to the issuer by Dalmore. The issuer would pay Dalmore a separate fee for its services in an amount that would be negotiated between Dalmore and each issuer. If we are successful in registering as a broker-dealer, we would assume the role of Dalmore discussed above. Prior to that time, Crush Capital will have no involvement in the pricing and other terms of these Regulation A offerings.

As these issuers receive subscriptions, they may conduct closings and sell securities to investors from time to time, subject to any minimum offering amount set forth in the offering circular, and are expected to terminate their offerings once their respective maximum offering amounts are reached or at some earlier point in time, as they determine in their sole discretion. In the event that any issuer conducting a best efforts offering does not terminate the offering on or before final episode of the show airs, its campaign page may remain posted on our website, goingpublic.com, and available for further subscriptions.

The Show

Format. Going Public will be produced in a serialized narrative format. Season 1 is envisioned as 10 twenty-two minute episodes. We expect to air the first episode in late fall of 2021. INE Entertainment has selected Lauren Simmons to act as host for Season 1 of Going Public. Ms. Simmons was the second African American female trader in the history of the New York Stock Exchange as well as the youngest. She was named to Harper's Bazaar's Women Who Lead 2019 list and Politico's Women of Impact, and is an author and speaker on personal finance for women, young people and minorities. Ms. Simmons’ compensation will be included within INE Entertainment’s production costs that comprise the production budget discussed under “– Production” below.

The show has a continuous plot that unfolds in sequential episode-by-episode fashion, following the paths of five featured issuers over the course of the season as they strive to market their deal, raise capital and complete their Regulation A offering. While the bulk of the series will be produced prior to airing, for featured issuers that will have their securities quoted on the NASDAQ, the celebrations, or “bell-ringing” ceremonies, will be filmed in real-time at the NASDAQ MarketSite in Times Square, New York.

Viewers will be introduced to multiple featured issuers who have qualified their offering statements with the SEC prior to airing. The featured issuers will demonstrate their business acumen and passion for their mission, seeking to create an emotional bond with the audience. In the early episodes, the chief executive officers and other members of senior management share their vision, mission, and history of the company. As the season progresses, the featured issuers may begin their capital raising journey by meeting with investors, participating in public relations events and creating retail awareness for their offering. Along the way, issuers are coached by icons of entrepreneurship, who give business advice and constructive criticism, and may even invest in the offering themselves.

For each issuer listing on NASDAQ, its final appearance on the show, following the signing of an underwriting agreement with the investment bank, will capture the “bell-ringing” ceremonies reflecting the start of trading, celebrations and interviews with executives and others. These final appearances may be staggered during the season depending on the progress of each issuer’s offering.

We anticipate that we may initially contract with more than five issuers that pass through the selection process and we and other service provider partners would progress with all issuers, filming each issuer’s story prior to qualification and any meetings with potential investors and roadshows. To the extent that one or more issuers fails to qualify, the raw footage filmed prior to broadcast would be edited to only include issuers that have qualified their offering statements with the SEC. We believe that the show will need at least three featured issuers who have qualified offering statements to have sufficient content for an entire series. The show will not be aired until at least three issuers’ offering statements are qualified by the SEC, although subscriptions may be made on the issuers’ subscription platforms promptly after qualification.

Production. We have entered into a master production services agreement and statement of works for Season 1 with INE Entertainment, based in Studio City, California, under which they will produce Season 1 of Going Public for an estimated production budget of approximately $1,760,000, based on the agreed scope of work and anticipated timeline. INE Entertainment will produce Season 1 and render all services related thereto, including the engagement of all personnel (including Ms. Simmons as host), equipment and third-party services. Under the agreement, we would be separately responsible for certain costs, including any public performance music royalties and the costs of engaging all on-camera mentors and cast members other than Ms. Simmons. We have full creative and business control over the production and own the show and all rights to all material and/or intellectual property created in connection with the show, including the show content, under the agreement. We intend to exercise our creative control in coordination with Dalmore and any underwriter for a firm commitment underwriting. The above production budget includes INE Entertainment’s fee of 10%. The agreement and related statement of works is filed as an exhibit to the Offering Statement of which this Offering Circular forms a part.

INE Entertainment was founded by Mark Koops and Eric Day, who have been on the cutting edge of innovative content for more than 15 years. Together they’re responsible for developing, creating, and showrunning thousands of hours of programming, including unscripted TV juggernauts The Biggest Loser (NBC) and Masterchef (Fox) and groundbreaking non-linear projects like the real-time doc series @Summerbreak, the Emmy-nominated comedic anthology The Crossroads of History, and the Emmy-nominated hybrid comedy Making a Scene with James Franco.

INE Entertainment, their full-service independent production company, was founded in 2011, born out of a mission to combine great storytelling with innovative producing as the best way to serve tomorrow’s linear and non-linear distributors, an increasingly diverse community of talent in front of and behind the camera, and the progressively dynamic relationship between audiences, media platforms, and brands.

Distribution. We have entered into a distribution and promotion agreement with Entrepreneur Media, Inc. Season 1 will be promoted and distributed by Entrepreneur Media, Inc., streaming on www.entrepreneur.com, which boasts millions of customers, fans, and followers across its network. Going Public will be published on entrepreneur.com with a show specific “watch” page on which all episodes will be aggregated. Through the 181st day following the release date of episode 10 of Season 1, Entrepreneur Media, Inc. will provide a show-specific “watch” page for Going Public and also publish the show through various other digital platforms, including social media, streaming video Apps and potentially third-party distribution outlets. Entrepreneur Media, Inc. will also actively promote Going Public during this time. We will retain full control over the production of the show, with content being determined by the relevant issuer, in coordination with the accommodating broker-dealer and any firm commitment underwriter.

Entrepreneur Media, Inc. boasts nearly 15 million followers across their social platforms as well as over 14 million unique visitors to entrepreneur.com each month. Suffice to say, millions of viewers could have an opportunity to watch the unique journey of entrepreneurs raising capital on Going Public.

Sponsorship and Product Placement. Creative Artists Agency (“CAA”) represents INE Entertainment and Going Public in pursuit of securing one or more corporate sponsors for the show. We also intend to establish relationships with companies seeking to facilitate sales of their products linked to our show through affiliate agreements.

The Goingpublic.com Website and the Subscription Platform

While watching the show, viewers will be able to use the subscription platform to request to invest in a featured issuer through a third-party broker-dealer from their mobile device or computer. From the webpage streaming the show, viewers will have access to all of the qualified offering circulars via a clickable hyperlink and will be able to “click” to be brought to the subscription platform. When viewers take this action, the viewer will be navigated to goingpublic.com. Potential investors will also be able to log into goingpublic.com directly. The website will host the subscription offerings for the issuers currently featured on the show, as well as other issuers whose best efforts offerings continue following the end of a season. Prospective investors can subscribe to one or more offerings at their sole discretion. Each issuer will be represented by an issuer branded digital box that will include two digital buttons: “Invest Now” and “Click to Read the Offering Circular.”

If a potential investor is interested in investing in an issuer, that potential investor will begin the subscription process with the issuer by providing its relevant information and indicating the amount it wishes to invest in a particular issuer. Once that is completed, the platform will provide the potential investor with instructions for payment of funds. Any investor questions will be directed by the system to the relevant issuer. Investor subscriptions submitted through the subscription platform will be reviewed by the issuer and the accommodating broker-dealer. Communications from the platform will be sent in the name of the issuer, not the company or Going Public. Although the platform will be used to facilitate the transmission of requests to subscribe, we will play no role in executing or settling transactions, transmitting funds or securities, and are not responsible for payment or delivery. These functions will be the responsibility of the issuer, broker-dealer, and/or escrow agent.

Issuance, an affiliate of the company, is providing us strategic consulting services in connection with Regulation A offerings pursuant to a master services agreement and related statement of work for a fee of $25,000. In addition, pursuant to a referral agreement, it is also providing us access to and use of its securities offering subscription platform and proprietary tools and technology, negotiated third-party integrations, certain back-end tools, and other technology and operational processes for conducting, managing and/or enabling technology-driven capital raises of securities, and for maintaining and managing investor data, reporting and communications. Under this agreement, Issuance will receive a technology fee from us equal to $2.95 per subscription. The master services agreement and related statement of work and the referral agreement are each filed as an exhibit to the Offering Statement of which this Offering Circular forms a part.

Strategy

Crush Capital believes the show will engage viewers through high-impact entrepreneur-focused story-telling, creating a bond between the viewer and the featured Going Public issuers. We believe powerful story-telling together with interactive engagement will enable us to establish and quickly grow a viewer base. We intend to apply to become a registered broker-dealer and have engaged Luxor Financial Group to assist us in this effort. If we are successful, we would be able to to increase revenue through the provision of additional services, including charging commission-based fees charged to featured issuers.

Furthermore, we believe the companies featured on the show will be able to attract new categories of potential investors that may not have otherwise been aware of opportunities to invest in these types of companies or may have not had interest in the more formal/traditional formats.

We intend to expand production, effectively airing multiple seasons per calendar year and creating various verticals that will allow us to further grow the base of subscribers who may have specific interest in core areas, such as real estate, fine art, music/media, and other verticals where we can produce dynamic content.

As viewers use our platform, we build valuable customer data. Once subscribers create accounts on the subscription platform, Crush Capital will collect multiple forms of customer data and transform it into a unified customer view. Customer data supports every aspect of a modern business, from marketing to service to merchandising to privacy and beyond. Customer data provides much of the power of digitalization: It facilitates target advertising, customizes product placement by sponsors, predicts behaviors, optimizes processes, and measures results. We expect to leverage a continually increasing audience and subscriber base to not only benefit our core business but to build on it through:

Market

Amended Regulation A, popularly known as “Regulation A+,” became effective June 19, 2015. Regulation A has two tiers. Issuers conducting offerings through broker-dealers hosted on our website will be utilizing Tier 2, which has a maximum offering of $75 million within a twelve month period and facilitates a national offering by pre-empting state qualification and registration requirements (unlike Tier 1). The SEC published a look-back study and analysis in March 2020, and reported as of December 31, 2019, that under Tier 2, it qualified 277 offerings seeking up to $8.3 billion. During this period, $2.2 billion had been reported as raised. According to the report, during 2019, reported aggregate proceeds under Tier 2 of nearly $1 billion were raised from 39 issuers. The aggregate reported proceeds increased approximately 47% from the amount in 2018 ($675 million).

We believe the market for Regulation A, Tier 2, will continue to grow as more companies become aware of the ability to raise capital through crowdfunding platforms. Because it permits a maximum raise of $75 million every 12 months, we believe this rule is well suited for small and midsize businesses. Further, the recent legislative change to permit SEC-reporting companies to make offerings in reliance on Regulation A could expand the potential market for our services to smaller public companies. We expect to continue to see increasing numbers of companies conducting offerings under Regulation A. We believe our company, combining a subscription platform for issuers, accessed through our website goingpublic.com, with a production storyline will be well positioned to capture the interests of issuers in our target category, though we may encounter increasing competition from other crowdfunding platforms that may look to model our approach.

Competition

There are many and diverse types of programming available to the general public, both through traditional television media as well as online content. In order to succeed, we will need to attract a sufficient viewer following of persons who are engaged in following the progress of the issuers that are featured. We are only aware of a limited number of competitors that give viewers of a show the opportunity to invest and less that showcase seasoned or established issuers engaging in financing that are open to accepting investments from viewers.

We will compete with other programming focused on businesses raising capital, such as Shark Tank, Elevator Pitch (hosted by Entrepreneur Media, Inc., our distribution partner), as well as similarly themed programs such as The Profit. We will also compete with numerous crowdfunding and fundraising platforms to attract issuers that will appeal to investors. While these platforms do not currently provide both the comprehensive service offering that we, along with our partners, expect to offer, the fees charged by these platforms may be more attractive than ours. Further, many of these platforms have an established investor base, which may be appealing to the issuers we are looking to attract to participate in our program. In addition, competing crowdfunding and fundraising platforms may modify their product offerings to expand their services and present similar issuer-focused productions to compete with us more directly. Many of our competitors, particularly production content providers, are larger companies with significant cash reserves that would allow them to compete aggressively with us. Many of our crowdfunding and fundraising platform competitors have established businesses with greater experience than us in operating in a regulated environment. As a result, our competitors may be able to adapt more quickly to changes impacting our industry.

Intellectual Property 

We have received a Class 41 Service Mark from the United States Patent and Trademark office for the name Going Public, Reg. No. 6,197,004 with Ser. No. 88-786,649 which was filed on 02-05-2020 and Registered Nov. 10, 2020. Additionally, own our domain name, goingpublic.com, as well as a number of other domain names with different suffixes. We also obtained a CompuMark U.S. Full Entertainment Search Report for Going Public as an interactive series which reflects that the phrase GOING PUBLIC is available for our use as the title of an interactive series for Entrepreneur Media, Inc. The use of this title may include theatrical, non-theatrical, television (standard and non-standard), home video, DVD and Multimedia/CD ROM, online and computer games, and print publishing and merchandising directly derived from the program.

Employees

We have 2 full-time employees, which includes our Co-Chief Executive Officers, as well as 3 contractors providing accounting and marketing services.

Regulation

Broker-Dealer Registration Requirements

With respect to sales under Regulation A, Tier 2, we provide the technology platform for issuers and their broker-dealers to identify and interact with potential investors. Our initial planned activities involve airing a television show and providing a platform that connects investors to third-party broker-dealers, with no discretion on our part as to which investors seek to invest in which issuers. We are not currently registered as a broker-dealer and do not believe that we would be required to register in order to engage in our initial planned activities because they would not constitute “engaging in the business” of effecting transactions in securities. In particular, we will not engage in the following activities:

There has been limited regulatory guidance as to the circumstances in which state or federal broker-dealer registration requirements apply to online platforms that connect investors, issuers and broker-dealers, and such guidance as it exists generally predates the technological developments of the last couple of decades. Advocates such as the American Bar Association’s Private Broker Task Force have long urged the Commission and the Staff to provide clearer guidance as to what it means to be “engaged in the business” of effecting securities for others and thus triggering the broker-dealer definition. The Commission’s recent Proposed Exemptive Order (the “Finders Release”) regarding the activities of finders provided useful context as the Commission’s thinking in some areas, but the SEC has not provided any guidance addressing online platforms. We do not believe that our platform or show’s functions implicate any of the non-exhaustive factors outlined in the Finder Release as potential indicators of broker-dealer status. In particular, we believe our role in facilitating interactions between investors, issuers and broker-dealers is similar to those of other non-financial technology or other service providers to which the staff of the SEC has previously issued “no-action” letters, indicating that the staff would not recommend enforcement action against those parties for failing to register as a broker-dealer. These include firms that would broadcast over the internet “road shows” relating to public offerings, and those that would provide technological connectivity between various securities market participants, in each case subject to conditions that we believe similarly apply to us—such as our being compensated without regard to the size or success of a transaction, and the performance by a registered broker-dealer of all substantive financial services.

We expect to expand the scope of our services, and alter our compensation model in the future, such that we may at that time be required to register as. As a result, we intend to apply for registration as a broker-dealer through a subsidiary and have engaged Luxor Financial Group to assist us in this effort. Operating as a broker-dealer requires registration with the SEC as well as various states, and generally obtaining and maintaining membership in the Financial Industry Regulatory Authority (“FINRA”) as well as the Securities Investor Protection Corporation (“SIPC”). Certain of our personnel will also be required to register with states and FINRA as associated persons and satisfy all applicable qualification requirements.

SEC and FINRA Requirements

Once our subsidiary becomes a broker-dealer, it will be required to comply with extensive statutory requirements, SEC regulations, and FINRA rules. These include, among other things, sales and trading practices and reporting requirements, client onboarding, advertising and marketing, publication or distribution of research, margin lending, uses and safekeeping of clients’ funds and securities, capital adequacy, recordkeeping, reporting, fee arrangements, disclosures to clients, suitability, acting in client’s best interests when making recommendations to retail customers, customer privacy, data protection, information security and cybersecurity, the safeguarding of customer information, the sharing of customer information, best execution of customer orders, public offerings, customer qualifications for margin and options transactions, registration of personnel, business continuity planning, transactions with affiliates, conflicts, and the conduct of directors, officers and employees.

Liability

The information presented on our website and included in the show will be drafted by the issuers themselves or with the assistance of an underwriter in the case of firm commitment underwritings. Section 12(a)(2) of the Securities Act, which applies to Regulation A, imposes liability for misleading statements not only on the issuers of securities but also on “sellers,” which includes brokers involved in soliciting an offering. Rule 10b-5 under the Exchange Act generally imposes liability on persons who “make” statements, which may include us. Further, we may also face liability from existing anti-fraud rules and statutes under the securities laws. For instance, under Section 9(a)(4) of the Exchange Act anyone who “willfully participates” in an offering could be liable for false or misleading statements made to induce a securities transaction.

If we were to become registered as a broker-dealer, we would be subject to heightened standards and additional potential sources of liability, in addition to potential liability under Section 12(a)(2) and Rule 10b-5. Broker-dealers may also be subject to liability for failure to comply with SEC and FINRA requirements, including claims that we can be held liable for the behavior of our agents (control person liability), claims regarding recommendations being unsuitable or not in investors’ “best interest,” violations of breach of contract, common law claims of fraud and various claims under state laws.

Data Privacy Regulation

As a result of our collection of investor data, we will be subject to state laws that regulate data collected over the internet. The California Consumer Privacy Act (“CCPA”) was signed into law on June 28, 2018, and went into effect on January 1, 2020. On June 1, 2020, the Office of the California Attorney General submitted the final proposed regulations package under the CCPA to the California Office of Administrative Law. New York, Maryland, Massachusetts, Hawaii and North Dakota have proposed similar legislation.

CCPA grants California consumers robust data privacy rights and control over their personal information, including the right to know, the right to delete, and the right to opt-out of the sale of personal information that businesses collect, among other things. Under the CCPA, consumers have a right to access the categories and specific pieces of personal information held by businesses and to know the uses of that information by a business. The CCPA has very broad definition of personal information: “information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.” Businesses cannot sell consumers’ personal information without providing a web notice (“a clean and conspicuous link”) and giving them an opportunity to opt-out. There is also a “right to delete,” with some exemptions, consumer personal information on request. The CCPA also gives consumers a right of action to sue if they are the victim of a data breach or for a violation of their rights under the CCPA. It also gives the state Attorney General the ability to sue on behalf of residents. We will be required to provide consumers with a comprehensive description of our online and offline practices regarding the collection, use, disclosure, and sale of personal information and of the rights of consumers regarding their personal information.

THE COMPANY’S PROPERTY

We have entered into two one-year membership agreements for our two officers and directors for a co-working space Spring Place in Beverly Hills, California. The shared work space is a communal space for members with no assigned offices or conferences room. This agreement has been initiated, but during the current global pandemic, in light of the social distancing restrictions in place in California, only outdoor spaces are available.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Unless otherwise indicated, the latest results discussed below are as of December 31, 2020.

Overview

Our company was formed on June 20, 2017 (“Inception”) in the State of California as a limited liability company under the name Trojan Horse Media Group, LLC. On May 4, 2020, this entity was converted from a California limited liability company into a Delaware corporation under the name Crush Capital Inc. in the State of Delaware. We have a limited operating history, and no revenue generating activity to date.

Our financial statements have been prepared on a going concern basis. To date, we have incurred net losses, negative cash flows from operations, and require additional working capital to develop, produce and distribute Going Public. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

During the next 12 months, we intend to fund our operations through revenues from operations, related party advances, and the sale of equity and/or debt securities, including this offering and our offering of Series A and Series A-1 Preferred Stock under Rule 506(c) of Regulation D, discussed below. There are no assurances that we will be able to raise capital on terms acceptable to us. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of planned operations, which could harm our business, financial condition and operating results.

Results of operations

Year Ended December 31, 2020 and Year Ended December 31, 2019

General and administrative expenses for the year ended December 31, 2020 consist primarily of operating costs for our ongoing operations. The largest change between the years ended December 31, 2020 and 2019 was salary expenses of $268,570 and $0, respectively. Other differences comparing the years ended December 31, 2020 and 2019 were as follows: (1) guaranteed payments increased from $50,000 in 2019 to $240,000 in 2020, (2) travel costs increased from $1,783 in 2019 to $27,103 in 2002, (3) production expenses increased from $0 in 2019 to $77,218 in 2020 and (4) public relations were $0 in 2019 compared to $75,384 in 2020. Our expenses for legal and professional services for the year ended December 31, 2020 were $218,896 compared to the year ended December 31, 2019 which were $54,098. In addition, legal fees of $87,228 and $0 were incurred during the years ended December 31, 2020 and 2019, respectively, which were capitalized as deferred offering costs.

We expect to generate revenue through: (1) upfront payments from our featured issuers (2) advertising revenue from corporate sponsors, (3) a $15.95 processing fee charged to investors and reflecting our cost to process a subscription and (4) to a lesser extent, sales commissions from product sales by third parties through our website. We intend to charge each of our selected featured issuers a fee of $250,000 plus equity based consideration, as discussed under “—Plan of Operation” below. We expect to incur operating costs related to the production of our show, the development of our website and subscription platform and increased staffing to support our operations.

Liquidity and Capital Resources

As of December 31, 2020, our cash and equivalents were $1,466,776 and, as of December 31, 2019, our cash and cash equivalents were $11,929, the increase reflecting the net proceeds of our sale of Preferred Units, prior to our conversion to a Delaware corporation, and our sale of Series A Preferred Stock, less amounts used to fund our ongoing administrative expenses. We are an early stage company and have not generated significant revenue to date. Our cash utilization rate is currently approximately $175,000 per month.

To date, we funded our operations primarily through the issuance of equity securities and cash contributions from our founders and Co-Chief Executive Officers, Darren Marble and Todd Goldberg. In 2019, prior to our conversion to a Delaware corporation, we sold Preferred Units for gross proceeds of $100,000 and in 2020, we sold an additional 375,000 Preferred Units, raising $375,000 through May 2020. We have also issued equity in exchange for services in both 2019 and 2020. In 2020, we commenced an offering of our Series A Preferred Stock under Rule 506(c) of Regulation D under the Securities Act, providing for an offering of up to $3,000,000 at a purchase price of $0.18296. Beginning in June 2020 and through March 10, 2021, we issued 15,221,915 shares in the offering for $2,785,002 in gross proceeds. In June 2021, we commenced an offering of Series A-1 Preferred Stock plus Warrants under which we have issued 4,868,550 shares of Series A-1 Preferred Stock and Warrants exercisable for 2,434,274 shares of Non-Voting Common Stock at an exercise price of $0.4108, and received gross proceeds of $2,000,000. We have used a portion of the proceeds of these offerings to partially fund our production costs and initial costs related to our application to become a broker-dealer. We also issued warrants in exchange for advisory services in 2021. These warrants consisted of a warrant to purchase 2,732,838 shares of Non-Voting Common Stock at $0.18296 per share with an expiration date of December 30, 2021 and a warrant to purchase 2,732,838 shares of Series A Preferred Stock at $0.18296 per share with an expiration date of December 29, 2021.

Plan of Operation

We commenced casting in mid-July 2020 for potential featured issuers for Season 1 of Going Public and to date have entered into agreements with four issuers that passed through the selection process. Companies selected for Season 1 will pay a cash fee to Crush Capital of $250,000 each plus equity-based consideration of the same fixed dollar amount for each issuer and consisting of restricted equity of the type proposed to be offered by the issuer, or the same fixed dollar amount of other securities or cash in the event that an issuer’s offering is not successful. The cash portion of the fee will be an upfront payment to the company in advance of any production or filming. Similarly, the payment of a fixed dollar amount of equity-based compensation will be contractually committed upfront in advance of any production or filming. The compensation paid to us by featured issuers, whether in cash or in equity, will not be refundable if an offering is unsuccessful. In determining the amount of equity-based compensation with each issuer, the company will ensure that it will not acquire a controlling interest in any of the issuers. Furthermore, it will determine the amount of any equity-based fees to ensure that its ownership in any featured issuer will represent significantly less than 10% of an issuer’s outstanding capital. We will not take equity in any amount that would grant us any level of “control” over the operations of an issuer.

Cash Fees of at least $1,250,000 from our first five featured issuers plus existing cash on hand, along with a minimum raise in this offering of $1,000,000 would fully fund pre-season and in-season promotion and production of Season 1. We anticipate that we may initially sign on more than five issuers that pass through the selection process, which would provide additional revenues and increase our estimated production budget. To the extent that one or more issuers fails to qualify, these issuers would not be included in the show. We believe that we would need at least three issuers that have had their offering statements qualified by the SEC to have sufficient content for an entire series. If only three issuers are qualified, we would need to have raised at least $1,000,000 in this offering to fully fund Season 1. If we fail to raise a sufficient amount in this offering to fund Season 1, we would need to secure additional financing. As discussed in “Risk Factors” above, the COVID-19 pandemic and resulting additional health and safety measures required for filming may increase our expected costs of production.

We also intend to charge each subscriber a processing fee of $15.95 reflecting the computer hardware and software costs and related support expected to be incurred by us in processing a subscription. CAA is representing INE Entertainment and us attempting to secure one or more corporate sponsors for the show Going Public, which would bring in incremental revenue. The amount of any incremental revenue from these sources is uncertain at this point and therefore has not been factored into this discussion, though we would expect that some of this sponsorship revenue and revenue from other fees may be received by the end of 2020 and the first half of 2021, assuming we have launched the show and at least one of the featured issuers has begun accepting subscriptions during that time frame.

We have taken a coordinated and strategic approach to promotion and marketing. The costs consist of the milestone payments to Entrepreneur Media, Inc. which will promote Going Public across their network. If we raise $5,500,000 or more in this offering, we intend to enhance our marking and promotional campaigns for Going Public in the following areas: digital marketing, content marketing, email marketing, and paid media marketing.

We will incur production costs of an estimated $1,760,000 payable to INE Entertainment to produce Season 1 of Going Public.

Finally, we have taken a strategic approach to our website, goingpublic.com, and subscription platform. Licensing an existing subscription engine and partnering with other professional service providers that have existing API’s (i.e., escrow and transfer agent) allows us to operate as a technology service and minimize our capital outlay for Season 1. Our costs for this licensed technology and related services will be $2.95 per subscription, which will be netted off the subscription processing fees paid by our featured issuers as discussed above. We intend to apply for registration as a broker-dealer, which we anticipate may cost up to $500,000, including initial net capital and legal and compliance fees. We will continue to review options to internalize the related technology infrastructure.

Provided we raise the maximum amount in this offering, we intend to fund significant promotion and marketing for Season 1 of Going Public, build and/or acquire some or all necessary core technology and service provider components to ultimately reduce costs and overall reliance on third parties, secure an A-List celebrity as a spokesperson for Going Public and contract with A-List influencers to promote the show and its episodes; hire the team to facilitate our operations in finance, technology, engineering, compliance, security, business development and sales and marketing.

We estimate that net proceeds from the maximum offering amount would fund our operations for a period of at least two years, assuming no incremental revenue above the upfront cash fees paid by our featured issuers. With our contemplated cost structure, operating plan and revenue model, we estimate reaching breakeven by the end of 2023.

Please see “Use of Proceeds” for a breakdown of specific amounts that we currently estimate spending at 25%, 50% 75% and 100% of the maximum offering amount.

Trend Information

In March 2020, large segments of the U.S. and global economies were impacted by COVID-19 and a significant portion of the U.S. population became subject to “stay at home” or similar social distancing requirements, which had a significant impact on the film industry. Enhanced health and safety measures are in effect in Los Angeles and may be in effect in other areas where we film the show, which may cause our production costs to be higher than they would have been otherwise. While we have complied, and believe we will continue to be able to comply, with any required health and safety measures during the production of the show, we may experience reluctance on the part of issuers and others to participate in filming and other activities while COVID-19 remains a risk.

We have negotiated terms covering most of the key components of our cost structure for Season 1 of Going Public but we would anticipate those cost to increase over time. We also expect to record significantly higher operating costs, including payroll and other administrative expenses, starting when we begin production and increasing thereafter to support our operations and the administration of our website and the subscription platform.

See the section entitled, “Implications of Being an Emerging Growth Company” at the beginning of this Offering Circular for a discussion of the modified reporting requirements for “emerging growth” companies that we may take advantage of should be become a public reporting company.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The company’s executive officers and directors are listed below:

Darren Marble – Founder, Co-Chief Executive Officer and Director

Darren Marble is a serial entrepreneur. In 2018, Darren co-founded Issuance, a leading provider of software as a service (“SaaS”) solutions for Regulation A issuers. Issuance’s Regulation A clients have raised over $150 million to date. Beginning in 2015, Darren was the Founder and Chief Executive Officer of CrowdfundX, a financial marketing firm focused on direct-to-investor retail marketing in connection with Regulation A offerings. CrowdfundX was acquired by Issuance in 2019 and Darren remains the CEO at Issuance. Darren co-founded the Crowd Invest Summit and is a contributor to Business Insider, Inc. and CryptoSlate. His insights have been featured in the Wall Street Journal, the New York Times, Forbes and the Los Angeles Business Journal. Darren attended the University of California, Los Angeles from 1998 to 2002 with a focus on Psychology.

Todd Goldberg – Founder, Co-Chief Executive Officer and Director

Todd M. Goldberg first became involved with start-ups in the medical device industry when he joined Advanced Bionics, (an Alfred Mann company) as a Territory Manager roughly 17 years ago. Advanced Bionics was acquired by Boston Scientific and a new division at Boston Scientific was created named Neuromodulation. In 2008, he joined Neuronetics, Inc., another medical device start-up where he was Director of Sales and spearheaded the sales effort for the first ever medical device approved to treat Depression - The NeuroStar TMS Therapy System. Amongst the first employees hired to lead the commercial team for the product, Todd built the go-to-market strategy, marketing plan, commercial execution plan, and ultimately the “Practice Success Plan”, which is still in effect today. Todd accompanied CEO/CFO of Neuronetics on several roadshow presentations as the company raised several rounds of private venture capital, and completed a Nasdaq-listed IPO in 2018. In 2016, Todd joined Surgical Theater, a virtual / augmented reality medical technology start-up, as Senior Vice President of Sales & Marketing, where Todd was instrumental in building the commercial execution, expansion, clinical, and marketing blueprint and accompanied the company’s founders in several private venture capital pitches, ultimately securing several rounds of funding to facilitate significant growth over 4 years. Todd received a BA in Communications from San Diego State University with Emphasis in Advertising.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended December 31, 2020, we compensated our executive officers as follows. Neither person received additional compensation for their service as directors.

In December 2020, we entered into employment agreements with each of our Co-Chief Executive Officers, which are filed as exhibits to the Offering Statement of which this Offering Circular forms a part.

The key terms of these agreements are identical for both of our Co-Chief Executive Officers and contain the following terms:

Each executive will receive certain perquisites, or “perks,” including a monthly auto lease allowance of $1,500. We may also provide each executive with an executive gym membership and membership in a number of social or golf clubs. Each executive will also be entitled to typical employee benefits, including vacation, holidays, sick days, life insurance, and medical and dental insurance. They will also be eligible to participate in any retirement plans that we may establish, including a non-qualified deferred compensation plan, a supplemental employee retirement plan or a 401(k) retirement plan.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets out, as of June 23, 2021, the voting securities of the company that are owned by our executive officers and directors and holders of more than 10% of any class of the company’s voting securities.

The company’s voting securities consist of its outstanding Voting Common Stock. Our Co-CEOs have each submitted a notice to us to convert 1,746,725 shares of Voting Common Stock into the same number of shares of Non-Voting Common Stock that are being offered in this offering, with the conversion occurring immediately prior to the qualification of the Offering Statement of which this Offering Circular is a part.  Share amounts below give effect to this conversion. 

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

On January 1, 2020, the company entered into a master services agreement with Issuance, a company founded and controlled by Darren Marble, our Co-Chief Executive Officer, to provide consulting services to assist the company and its principals to navigate the Regulation A+ market, including regulation and the qualification process, compliance matters related to marketing and advertising, distribution options for Going Public, providing industry metrics, making strategic introductions to industry service providers and development of an investor base. Fees payable by the company under this agreement are $25,000.

In addition, pursuant to a referral agreement, Issuance has agreed to provide marketing and related administrative services to each of the five featured issuers on Going Public during Season 1 to assist such issuers in launching their strategic campaigns and generating interest for and raising capital in their offerings and to provide access to the issuers’ subscription portals, for an aggregate fee of no more than $100,000. Issuance will enter into a separate master services agreement with each featured issuer. Also pursuant to the referral agreement, Issuance is also providing us access to and use of its securities offering subscription platform and proprietary tools and technology, negotiated third-party integrations, certain back-end tools, and other technology and operational processes for conducting, managing and/or enabling technology-driven capital raises of securities, and for maintaining and managing investor data, reporting and communications. Under this agreement, Issuance will receive a separate technology fee from us equal to $2.95 per subscription.

Issuance has also agreed to host this offering of our securities on its online platform for an upfront fee of $15,000 and a $25 fee per subscription processed. See “Plan of Distribution.”

In addition, we have entered in a Voting Agreement with our Co-Chief Executive Officers and a First Refusal and Co-Sale Agreement, to which our Co-Chief Executive Officers are parties, both of which are described under “Securities Being Offered.”

SECURITIES BEING OFFERED

The company and the selling stockholders are offering up to 17,480,000 Units, at a price of $1.145 per Unit. Each Unit consists of 1 share of Non-Voting Common Stock and 1 Warrant exercisable to purchase one-half of a share of Non-Voting Common Stock for an exercise price of $1.43 per whole share of Non-Voting Common Stock. Our Units will not be certificated and the shares of our Non-Voting Common Stock and the Warrants that are components of such Units will be immediately separable and will be delivered separately in this offering.

Warrants

The following is a brief summary of certain terms and conditions of the Warrants included in the Units. The Warrants are subject in all respects to the provisions contained in the amended and restated warrant agreement (the “Warrant Agreement”) between us and our warrant agent, Computershare (the “Warrant Agent”), filed as an exhibit to the Offering Statement of which this Offering Circular forms a part.

Each purchaser of a Unit will receive a Warrant exercisable into one-half of a share of Non-Voting Common Stock at an exercise price of $1.43 per whole share, subject to customary adjustments.

Each Warrant is exercisable to purchase one-half of a share of our Non-Voting Common Stock at any time commencing on the issuance date of the Warrant, and terminating at 5:00 p.m., Pacific Time, on the eighteen-month anniversary of the issuance date of the Warrant. The Warrants may be exercised upon delivery of an exercise notice at the offices of the Warrant Agent or by using a website that the company will establish to permit online exercise, if applicable. A Warrant holder may only exercise its Warrants for a whole number of shares of Non-Voting Common Stock. No fractional shares will be issued upon exercise of Warrants. Fractional shares will be rounded down to the nearest whole share. As a result, you must hold Warrants in multiples of two in order to receive shares for all of your Warrants upon exercise.

Transferability

Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent. Exercise of the Warrants will be conditional upon our maintaining the qualification of an offering statement covering such exercise. In addition, by acceptance of Warrants, each holder agrees not to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the company held by such holder during the 180 day period following the effective date of a registration statement filed under the Securities Act (or such other period as may be requested by the company or an underwriter in certain circumstances). Each holder further agrees to execute a market stand-off agreement with underwriters in the offering in customary form consistent with the provisions in the Warrant Agreement.

Rights as a Stockholder

Except as otherwise provided in the Warrant Agreement or by virtue of such holder’s ownership of shares of our Non-Voting Common Stock, the holder of a Warrant does not have the rights or privileges of a holder of our Non-Voting Common Stock until the holder exercises the Warrant.

Amendments

Except as otherwise provided in the Warrant Agreement, the company and the Warrant Agent may amend the Warrant Agreement and the Warrants with the consent of the holders of not fewer than a majority of the unexercised Warrants affected by such amendment (by number of shares purchasable under such Warrants), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Warrant Agreement or the Warrants or of modifying in any manner the rights of the holders of Warrants under the Warrant Agreement or the Warrants; provided, however, that, without the consent of each of the Warrant holders affected thereby, no such amendment may be made that (i) changes the Warrants so as to reduce the number of shares purchasable upon exercise of the Warrants or so as to increase the exercise price (other than as provided in the Warrant Agreement), (ii) shortens the period of time during which the Warrants may be exercised, (iii) otherwise adversely affects the exercise rights of the Warrant holders in any material respect, or (iv) reduces the number of unexercised Warrants the holders of which must consent for an amendment of the Warrant Agreement or the Warrants.

The company and the Warrant Agent may amend or supplement the Warrant Agreement without the consent of any holder for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained in the Warrant Agreement or the Warrants, (ii) evidencing the succession of another corporation to the company and the assumption by any such successor of the covenants of the company contained in the Warrant agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants of the company for the benefit of the Warrant holders or surrendering any right or power conferred upon the company under the Warrant Agreement, or (viii) amending the Warrant Agreement and the Warrants in any manner that the company may deem to be necessary or desirable and that will not adversely affect the interests of the Warrant holders in any material respect.

Capital Stock

General

The following description summarizes the most important terms of the company’s capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), our bylaws, the Investors’ Rights Agreement, the First Refusal and Co-Sale Agreement, the Voting Rights Agreement and the Series A-1 Registration Rights Agreement. Copies of each of these documents have been filed as exhibits to the Offering Statement of which this Offering Circular is a part. For a complete description of our capital stock, you should refer to these documents and to the applicable provisions of Delaware law.

The authorized capital stock of the company consists of two classes of Common Stock designated, respectively, Voting Common Stock, par value $0.0001 per share, Non-Voting Common Stock, par value $0.0001 per share, and Preferred Stock, par value $0.0001 per share, of which there are two Series, Series A Preferred Stock and Series A-1 Preferred Stock.

Our Co-CEOs have each submitted a notice to us to convert 1,746,725 shares of Voting Common Stock into the same number of shares of Non-Voting Common Stock that are being offered in this offering, with the conversion occurring immediately prior to the qualification of the Offering Statement of which this Offering Circular is a part.  Giving effect to this conversion, as of June 23, 2021, the authorized and outstanding shares included:

The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

Common Stock

The rights and privileges of the Voting and Non-Voting Common Stock are identical except as noted.

Voting Rights

Except as otherwise required by law:

Notwithstanding the foregoing, the approval of a majority of the outstanding shares of Non-Voting Common Stock is required to amend, alter or repeal (by merger, consolidation, combination, reclassification or otherwise) the Certificate of Incorporation or bylaws if such action would adversely affect (disproportionately relative to the Voting Common Stock) the preferences, rights or powers of the Non-Voting Common Stock. Under the Delaware General Corporation Law, holders of Non-Voting Common Stock are entitled to vote on a limited number of other corporate actions, including:

Holders of Voting Common Stock are not entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock, if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the Delaware General Corporation Law.

Conversion of Voting Common Stock

The shares of Voting Common Stock are convertible into shares of Non-Voting Common Stock on a one-to-one basis at any time and from time to time at the option of the holder.

Subdivisions or Combinations

If the company in any manner subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) or combines (by any reverse stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the outstanding shares of one class of Common Stock, then the outstanding shares of the other class of Common Stock will be subdivided or combined in the same proportion and manner.

Dividend Rights

Holders of Common Stock are entitled to receive dividends, as may be declared from time to time by the Board of Directors out of legally available funds, subject to the rights of the Series A Preferred Stock, as described below.

The company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the company, the holders of Non-Voting Common Stock are entitled to share ratably in the net assets legally available for distribution to stockholders on a pari passu basis with the Voting Common Stock and after the payment of all debts and other liabilities of the company and the satisfaction of any liquidation preference granted to the holders of all shares of the outstanding Preferred Stock. 

Blank Check Preferred Stock

The company’s Board of Directors is expressly authorized to establish, out of up to 1,697,000 shares of undesignated Preferred Stock, one or more series of Preferred Stock, without the consent or vote of the company’s stockholders, and to fix the designations, powers, preferences, and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

Preferred Stock

Voting Rights

Except as otherwise required by law or as provided in the Certificate of Incorporations, shares of Preferred Stock are non-voting and are not entitled to vote on any matters submitted to a vote of shareholders of the company.

Protective Provisions

For so long as any shares of Series A Preferred Stock are outstanding, the approval of holders of the majority of the outstanding shares of Series A Preferred Stock is required to do any of the following:

Dividends

The company will only declare, pay, or set aside any dividends if fifty percent (50%) of such dividends are paid to the holders of Series A Preferred Stock then outstanding, on a pro rata basis, until the company has paid cumulative dividends with respect to each share of Series A Preferred Stock equal to the Preferred Return. The remaining fifty percent (50%) of such dividends shall be declared and paid pro rata to the holders of Common Stock. After each outstanding share of Series A Preferred Stock has been paid cumulative dividends equal to its Preferred Return, all dividends will be declared and paid pro rata on the Common Stock and the Preferred Stock on a pari passu basis and as converted basis.

“Preferred Return” means an amount equal to the Series A Original Issue Price, plus two percent (2%) per annum of the unreturned portion of the Series A Original Issue Price outstanding, calculated daily from the date each share of Series A Preferred Stock was issued (or if a share was issued upon the conversion of the company from its predecessor entity, then the issue date of the original security) until payment of the Preferred Return. Dividends shall be applied first to the 2% per annum and thereafter to the return of the Series A Original Issue Price.

The “Series A Original Issue Price” means $0.18296 per share of Series A Preferred Stock, subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization of the Series A Preferred Stock.

The “Series A-1 Original Issue Price” shall mean $0.4108 per share of Series A Preferred Stock, subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization of the Series A-1 Preferred Stock. 

Distributions on Liquidation, Dissolution, Winding-up or other Deemed Liquidations

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the company, or a Deemed Liquidation Event (as defined below) the holders of shares of Series A Preferred Stock then outstanding will be entitled to be paid, in preference to holders of Common Stock and Series A-1 Preferred Stock, an amount per share equal to the greater of (i) the Preferred Return per share of Series A Preferred Stock, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Non-Voting Common Stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the company, or a Deemed Liquidation Event (as defined below), after payment to the holders of Series A Preferred Stock, the holders of shares of Series A-1 Preferred Stock then outstanding will be entitled to be paid, in preference to holders of Common Stock, an amount per share equal to the greater of (i) the Series A-1 Original Issue Price less all dividends previously received with respect to such share, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Non-Voting Common Stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event.

A “Deemed Liquidation Event” means the following, unless the holders of a majority of the outstanding shares of Series A Preferred Stock elect otherwise:

In the event of any voluntary or involuntary liquidation, dissolution, winding up or Deemed Liquidation Event of the company, after the payment in full of all amounts required to be paid to the holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock, the remaining assets of the company or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Series A Preferred Stock or the remaining available proceeds, as the case may be, shall be distributed among the holders of shares of Common Stock on a pro rata basis.

Conversion

Each share of Preferred Stock is convertible, at the option of the holder, into such number of fully paid and non-assessable shares of Non-Voting Common Stock at the then effective conversion rate, which is currently 1:1. The conversion rate is subject to adjustment for events such as stock splits or combinations, certain distributions of shares of Common Stock or other securities of the company or certain reorganizations, recapitalizations, reclassifications, consolidations or mergers, in each case as described in the Certificate of Incorporation.

All outstanding shares of Preferred Stock shall automatically be converted into shares of Non-Voting Common Stock, at the then-effective conversion rate, upon either:

Registration Rights

We have granted to the holders of our Series A Preferred Stock certain registration rights pursuant to the Investors’ Rights Agreement. We have agreed to file a registration statement on Form S-1 under the Securities Act if, at any time after May 4, 2025, we are requested to do so by the holders of 50% of the shares of Common Stock underlying our Series A Preferred Stock, plus any shares of Common Stock held by them or issuable upon exercise or conversion of securities held by them (collectively “Series A Registerable Securities”), covering at least 40% of the Series A Registrable Securities then outstanding. We have also agreed to file a registration statement on Form S-3 under the Securities Act covering Series A Registrable Securities if we are eligible to use a Form S-3 registration statement and if requested to do so by the holders of 30% of Series A Registrable Securities for an offering of Series A Registrable Securities with an anticipated aggregate offering price, net of selling expenses, of at least $5 million. We have a right to defer our obligations to file a registration statement on Form S-1 or Form S-3 for up to 120 days for certain reasons if, in the good faith judgment of our Board of Directors, it would be materially detrimental to us and our stockholders for such registration statement to either become effective or remain effective. Finally, if we propose to register any of our Common Stock under the Securities Act in connection with the public offering of such securities solely for cash, with certain exceptions, we will include all of the Series A Registrable Securities that any holder thereof requests to be included.

These Series A registration rights terminate upon the earliest to occur of: (a) the closing of a Deemed Liquidation Event, (b) such time after termination of this offering as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of Series A Registrable Securities without limitation during a three-month period without registration; or (c) the fifth anniversary of the qualification of the Offering Statement related to this offering.

We have also granted to holders of our Series A-1 Preferred Stock purchasing shares in our ongoing Regulation D offering certain registration rights under the Series A-1 Registration Rights Agreement. We have agreed to file a registration statement on Form S-1 under the Securities Act if, at any time after June 14, 2026, we are requested to do so by the holders of 50% of the Series A Registrable Securities and the shares of Common Stock underlying our Series A-1 Preferred Stock, plus any shares of Common Stock held by them or issuable upon exercise or conversion of securities held by them (collectively “Series A-1 Registerable Securities” and, together with the Series A Registrable Securities, the “Registrable Securities”), covering at least 40% of the Registrable Securities then outstanding. We have also agreed to file a registration statement on Form S-3 under the Securities Act covering Registrable Securities if we are eligible to use a Form S-3 registration statement and if requested to do so by the holders of 30% of Registrable Securities for an offering of Registrable Securities with an anticipated aggregate offering price, net of selling expenses, of at least $5 million. We have a right to defer our obligations to file a registration statement on Form S-1 or Form S-3 for up to 120 days for certain reasons if, in the good faith judgment of our Board of Directors, it would be materially detrimental to us and our stockholders for such registration statement to either become effective or remain effective. Finally, if we propose to register any of our Common Stock under the Securities Act in connection with the public offering of such securities solely for cash, with certain exceptions, we will include all of the Series A-1 Registrable Securities that any holder thereof requests to be included.

These Series A-1 registration rights terminate upon the earliest to occur of: (a) the closing of a Deemed Liquidation Event, (b) such time after termination of this offering as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of Registrable Securities held by the holders of our Series A and Series A-1 Preferred Stock without limitation during a three-month period without registration; or (c) the fifth anniversary of the qualification of the Offering Statement related to this offering.

First Refusal and Co-Sale Agreement

The following provisions of First Refusal and Co-Sale Agreement apply only to our Co-Chief Executive Officers, as holders of our Voting Common Stock, and holders of our Series A Preferred Stock as well as any persons acquiring shares from such holders.

If at any time a holder of our Voting Common Stock, or any transferee that holds 3% or more of our outstanding equity securities (a “Major Holder”), proposes to transfer equity securities, other than Preferred Stock, the company will have an option for a period of twenty (20) business days from notice thereof to elect to purchase, in whole or in part, the offered shares at the same price and subject to the same material terms and conditions. If the company fails to purchase any or all of the offered shares, each stockholder that is a party to the First Refusal and Co-Sale Agreement may elect to purchase its respective pro rata share of the remaining offered shares at the same price and subject to the same material terms and conditions. In the event any holder elects not to purchase its pro rata share of the remaining offered shares, the other holders that elected to purchase all of their respective pro rata portions of such remaining offered shares will have the right to acquire those remaining shares on a pro rate basis.

To the extent that all of the offered shares are not purchased by the company or the other holders party to the First Refusal and Co-Sale Agreement, all such holders may elect to participate in the sale of shares on a pro rata basis and at the same price and subject to the same material terms and conditions.

The above first refusal and co-sale rights are subject to a number of exceptions, including any sale of equity securities to the public under the Securities Act.

Voting Rights Agreement

We have entered into a Voting Rights Agreement with our Co-Chief Executive Officers under which they (or any transferee or assignee) will vote their shares:

No director appointed as above may be removed without the consent of the person(s) nominating such director. The Voting Rights Agreement terminates upon the earlier of: (a) the closing of the sale of our Common Stock to the public in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act resulting in at least $50,000,000 of net proceeds to the company at a price per share of not less than three times the then effective conversion price of the Series A Preferred Stock, or (b) the consummation of a Deemed Liquidation Event.

PLAN OF DISTRIBUTION AND SELLING SECURITY HOLDERS

We and the selling stockholders are offering up to 17,480,000 Units on a “best efforts” basis at a price of $1.145 per Unit. 13,986,550 of the Units are comprised of 13,986,550 shares of Non-Voting Common Stock and 13,986,550 warrants both being offered by us, and 3,493,450 Units are comprised of 3,493,450 shares of Non-Voting Common Stock being offered by the selling stockholders and 3,493,450 warrants being offered by us.

Each Unit consists of 1 share of Non-Voting Common Stock and 1 Warrant to purchase one-half of a share of Non-Voting Common Stock. The shares of Non-Voting Common Stock and the Warrants that are components of the Units will be immediately separable and delivered separately but will be purchased together. The minimum investment is $1,145, or 1,000 Units. Of the 26,220,000 shares of Non-Voting Common Stock qualified under the Offering Statement of which this Offering Circular forms a part, up to 8,740,000 of such shares are issuable upon exercise of the Warrants.

We plan to market the securities in this offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our Offering Circular or “testing the waters” materials on an online subscription platform.

Our Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on our company website www.crushcapital.com/invest, as well as on our website, goingpublic.com. Prospective investors may subscribe for our shares in this offering only through the Crush Capital website.

The offering will terminate at the earlier of the date at which the maximum offering amount has been sold and the date at which the offering is earlier terminated by the company, in its sole discretion. We may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to us.

The company has engaged Dalmore Group, LLC (“Dalmore”) a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services:

As compensation for the services listed above, the company has agreed to pay Dalmore a $5,000 advance fee plus a $3,500 FINRA corporate filing fee. The advance fee will cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Dalmore, such as preparing the FINRA filing, working with our SEC counsel in providing information to the extent necessary, coordination with any third-party vendors involved in this offering and any other services necessary and required. Dalmore will refund to us any portion of the advance fee related that is not used. The company has also agreed to pay Dalmore a one time consulting fee of $20,000 to provide ongoing general consulting services relating to the offering such as coordination with third-party vendors and general guidance with respect to the offering. The consulting fee is due and payable within 30 days after the offering is qualified by the Commission. In addition, the company and the selling stockholders will pay commissions to Dalmore equal to 1% of the amount raised in the offering to support the offering once the SEC has qualified the Offering Statement and the offering commences. The company estimates that total fees due to pay Dalmore would be $225,146 for a fully-subscribed offering plus the FINRA corporate filing fee. These assumptions were used in estimating the expenses of this offering.

Selling Stockholders

Each of Mr. Marble and Mr. Goldberg have each submitted a notice to us to convert 1,746,725 shares of Voting Common Stock into the same number of shares of Non-Voting Common Stock that are being offered in this offering, with the conversion occurring immediately prior to the qualification of the Offering Statement of which this Offering Circular is a part.  Each of Mr. Marble and Mr. Goldberg, the selling stockholders, will sell up to a maximum of 1,746,725 shares of Non-Voting Common Stock, representing 40.7% of our outstanding shares of Non-Voting Common Stock, after giving effect to this share conversion.

The following table, which reflects the effect of the share conversion, sets forth the name of each selling stockholder, the number of shares of Non-Voting Common Stock beneficially owned by him prior to this offering, the number of shares of Non-Voting Common Stock being offered by him in this offering and the number of shares and percentage of outstanding shares of Non-Voting Common Stock to be beneficially owned by him after this offering, assuming that the maximum offering amount is raised.

At each closing, 70% of the Units sold to investors will be comprised of shares and warrants sold by us and 30% of such Units will be comprised of shares sold by the selling stockholders and warrants issued by us for no additional consideration, until all of the shares offered by the selling stockholder have been sold. The company and the selling stockholders will each pay their respective commissions related the securities being sold by them and have agreed with us to apportion the remaining expenses of the offering on the basis of the respective number of shares of Non-Voting Common Stock to be sold by each of us and the selling stockholders in this offering.

Warrant Agent and Transfer Agent

We have engaged Computershare to act as the Warrant Agent for the Warrants pursuant to a Warrant Agreement. We have also engaged Computershare to act as our Transfer Agent for the company’s securities.

Online Platform

We will be hosting the offering on our own website, www.crushcapital.com/invest. Issuance, a company founded and controlled by Darren Marble, our Co-Chief Executive Officer, and has agreed to provide its offering subscription platform, Issuance Portal, to process investments from retail investors for Dalmore for an upfront fee of $15,000 and a $25 fee per subscription processed, regardless of whether an investment is ultimately accepted by us. Issuance will design the Crush Capital offering site homepage, FAQ, investor tutorial, privacy policy, and terms of use. Issuance will then integrate its subscription platform into our site. Issuance Portal offers account creation, log in, password recovery, investor registration, payment, agreement signature, confirmation and investor dashboard functionality. The terms of our arrangement are set forth in, and qualified by reference to, the Master Services Agreement and Statement of Work filed as an exhibit to the Offering Statement of which this Offering Circular is a part.

Process of Subscribing

After the Offering Statement has been qualified by the Commission, we will accept tenders of funds to purchase the Units. The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). At each closing, 70% of the Units sold to investors will be comprised of shares and warrants sold by us and 30% of such Units will be comprised of shares sold by the selling stockholders and warrants issued by us for no additional consideration, until all of the shares offered by the selling stockholder have been sold.

Investors may subscribe by tendering funds by check, wire transfer, credit or debit card or ACH transfer to the escrow account to be setup by the Escrow Agent. Tendered funds will remain in escrow until a closing has occurred. Upon closing, funds tendered by investors will be made available to the company for its use.

The minimum investment in this offering is $1,145, or 1,000 Units.

Investors will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of his or her annual income or 10% of his or her net worth (excluding the investor’s principal residence).

Escrow Agent 

The company has entered into an Escrow Services Agreement with Prime Trust, LLC (the “Escrow Agent”). Investor funds will be held by the Escrow Agent pending closing or termination of the offering. All subscribers will be instructed by the company or its agents to transfer funds by check, wire transfer, credit or debit card, or ACH transfer directly to the escrow account established for this offering. The company may terminate the offering at any time for any reason at its sole discretion. Investors should understand that acceptance of their funds into escrow does not necessarily result in their receiving Units; escrowed funds may be returned.

For its services, Escrow Agent will receive fees of approximately $600,000, assuming the maximum amount of $20,014,600 is raised in this offering. The Escrow Agent has not investigated the desirability or advisability of an investment in the units nor approved, endorsed or passed upon the merits of purchasing the securities.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We will be required to make annual and semi-annual filings with the Commission. We will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 stockholders of record and have filed at least one Form 1-K.

We may supplement the information in this Offering Circular by filing a Supplement with the Commission. All these filings will be available on the Commission’s EDGAR filing system. You should read all the available information before investing.

Crush Capital Inc.

Index to Financial Statements

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Members

Crush Capital, Inc.

Report on the Financial Statements

We have audited the accompanying financial statements of Crush Capital Inc. (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019 and the related statements of operations, members’ and stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crush Capital Inc. as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses, negative cash flows from operations, and requires additional working capital, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ dbbmckennon

Newport Beach, CA 

June 25, 2021

Crush Capital, Inc.

Balance Sheets

As of December 31, 2020 and 2019

See Accompanying Notes to the Financial Statements

Crush Capital, Inc.

Statements of Operations

For the Years Ended December 31, 2020 and 2019

See Accompanying Notes to the Financial Statements

Crush Capital, Inc.

Statements of Members’ and Shareholders’ Equity

For the Years Ended December 31, 2020 and 2019

See Accompanying Notes to the Financial Statements

Crush Capital, Inc.

Statements of Cash Flows

For the Years Ended December 31, 2020 and 2019

See Accompanying Notes to the Financial Statements

CRUSH CAPITAL INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

Trojan Horse Media Group, LLC was formed on June 20, 2017 (“Inception”) in the State of California. On May 4, 2020, the entity was converted from a limited liability company into a corporation under the name Crush Capital, Inc. in the State of Delaware.   The financial statements of Crush Capital Inc., (which may be referred to as the “Crush Capital”, “Company”, “we,” “us,” or “our”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s headquarters are in Los Angeles, CA.

Crush Capital’s mission is to combine a full-service offering platform for pre-selected featured issuers with the excitement of a full production series, Going Public, that will follow the stories of entrepreneurs as they take their companies on a capital raising journey that culminates with a Reg A+ IPO, while building an increasing investor base.

Management Plans and Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

To date, the Company has incurred net losses and negative cash flows from operations. Additionally, it requires significant capital to develop, produce and distribute Going Public. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued.

During the next 12 months, we intend to fund the Company’s operations through revenues from operations and the sale of equity and/or debt securities. There are no assurances that we will be able to raise capital on terms acceptable to the Company. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of planned operations, which could harm the business, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of expenses during the reporting periods. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2020 and 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.

Risks and Uncertainties

The Company’s operations are subject to new laws, regulation and compliance. Significant changes to regulations governing the way the Company derives revenues could impact the company negatively. Technological and advancements and updates as well as maintaining compliance standards are required to maintain the Company’s operations.

In March 2020, large segments of the U.S. and global economies were impacted by COVID-19 and a significant portion of the U.S. population became subject to “stay at home” or similar social distancing requirements, which had a significant impact on the film industry. Enhanced health and safety measures are in effect in Los Angeles and may be in effect in other areas where we film the show, which may cause our production costs to be higher than they would have been otherwise. While we have complied, and believe we will continue to be able to comply, with any required health and safety measures during the production of the show, we may experience reluctance on the part of issuers and others to participate in filming and other activities while COVID-19 remains a risk.

Cash and Cash Equivalents

For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Intangible Assets

Intangible assets consist of a domain name and are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. Amortization expense was zero for the years ended December 31, 2020 and 2019.

Offering Costs

The Company accounts for offering costs in accordance with ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs are capitalized as deferred offering costs on the balance sheet. The deferred offering costs are netted against the proceeds of the offering in stockholders’ equity or the related debt, as applicable. Costs related to unsuccessful offerings are expensed.

Revenue Recognition

The Company will recognize revenue under the guidance of Accounting Standards Codification (“ASC”) 606, the Company 1) identifies the contract with the customer 2) identifies the performance obligations in the contract 3) determines the transaction price, 4) determines if an allocation of that transaction price is required to the performance obligations in the contract, and 5) recognizes revenue when or as the companies satisfies a performance obligation. To date, the Company has not recognized any revenue from intended operations.

Equity Based Compensation

The Company accounts for equity-based awards under ASC 718 Share-Based Payment. Under ASC 718, equity-based compensation cost is measured at the grant date, based on the estimated fair value of the award. Equity-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model. Equity units or shares are measured based on the fair market value of the underlying stock on the grant date.

Income Taxes

On May 4, 2020, the Company converted from a Limited Liability Company (LLC) to a Corporation. As such, beginning on that date the Company is now taxed as a standalone entity. Income taxes are accounted for in accordance with the provisions of ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

At December 31, 2020, the Company’s net operating loss carryforwards for Federal and state income taxes were $713,803. The total deferred tax assets were $380,613, for which there was a 100% valuation allowance resulting in a current and deferred income tax provision of zero.

The Company is subject to U.S. federal, state, and local income tax examinations by tax authorities for all periods since Inception. The Company currently does not have any ongoing tax examinations.

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy.  Balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  At times, the Company may maintain balances in excess of the federally insured limits.

Recent Accounting Pronouncements

In March 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-02, “Improvements to Accounting for Costs of Films and License Agreements for Program Materials.” The amendments in this ASU align the accounting for production costs of an episodic television series with the accounting for production costs of films. In addition, the ASU modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements under the current film and broadcaster entertainment industry guidance. The new guidance is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The new guidance will be applied on a prospective basis. The Company does not expect the adoption of the amendments to have a material impact on its financial statements.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

We are currently not involved with or know of any pending or threatening litigation against the Company or any of its officers.

In November 2019, the Company entered into an agreement with Entrepreneur Media, Inc., Irvine, CA., a media and publishing company for exclusive rights to distribute season one of Going Public. The agreement calls for certain milestone payments due by the Company between the signing of the agreement and 90 days post the initial airing of Episode 10 of Season One.

NOTE 4 – STOCKHOLDERS’ EQUITY

As described in Note 1, on May 4, 2020 the Company converted from a California limited liability company into to a Delaware corporation and is operating under the name Crush Capital, Inc. As a result of this conversion, the Company authorized 80,000,000 shares of Voting Common Stock, 80,000,000 shares of Non-Voting Common Stock, 20,000,000 shares of Series A Preferred Stock, and 10,000,000 shares of Blank Check Preferred Stock, all par value $0.0001 per share. At the time of conversion, the Company’s various membership converted as follows:

Preferred shares are convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid non-voting common shares as is determined by dividing the Preferred share issue price by the conversion price. Preferred shares are mandatorily convertible upon a firm commitment underwritten public offering of Common shares of at least $50,000,000 at a price per share of not less than three times the effective conversion price. The conversion price is initially $1.00. No conversions were made as of December 31, 2020. Preferred shares have a liquidation preference over Common shares equal to the original issue price of $0.18296, plus a cumulative preferred return of 2% per annum on the unreturned portion of the original issue price outstanding from time to time. At December 31, 2020 and December 31, 2019, cumulative undeclared and unpaid preferred return on the Preferred shares was $15,782 and $173, respectively, in aggregate.

Fifty percent (50%) of all distributions go to Preferred shareholders until they recoup all invested capital and cumulative preferred returns. There have been no preferred returns distributed through December 31, 2020.

Class B Common Units and Non-Voting Common Shares Issued for Services

During 2020, the Company issued 25,000 Class B Common Units (which converted to 136,645 non-voting Common shares) and 143,750 non-voting Common shares, in total 280,395 non-voting Common shares, in exchange advisory services for a total equity-based compensation of $51,300. In 2019, the Company issued 72,833 Class B Common Units (which converted to 398,094 non-voting Common shares) for advisory services for a total equity-based compensation expense of $72,833. These costs are included in general and administrative expenses in the accompanying statements of operations. The Company estimated the fair value of these units based on the selling price of the Preferred shares at the time of issuance.

Preferred Units and Series A Preferred Stock Issued for Cash

During the period from November 14, 2019 through December 31, 2019, the Company entered into subscription agreements with outside investors resulting in the issuance of 100,000 Preferred Units in exchange for $100,000.

From January 1, 2020 until May 4, 2020, the Company sold 375,000 Preferred Units in exchange for $375,000. During the period from May 4, 2020 until December 31, 2020, the Company sold 11,450,596 shares of Series A Preferred Stock for $2,083,242.

NOTE 5 – RELATED PARTY TRANSACTIONS

Issuance, Inc. (“Issuance”), a company founded and under control by one of the Company’s founders and shareholder will provide its portal platform and marketing services to the Company, as well as the participants in season one of Going Public. Subsequent to December 31, 2019, the Company entered into two Master Services Agreements (“MSA”) with Issuance. The first MSA was for strategic consulting over a three-month period and required payment of $25,000. The second MSA was for the Company’s proposed Regulation A offering, and the Company is to pay Issuance $15,000 for specified services and $25 per subscription processed through the Issuance portal.

As of December 31, 2020, the Company has accrued $648,000 in bonus compensation due its co-Chief Executive Officers. Of the total balance, $504,000 may be taken in cash or in units, each unit consisting of one share of the Company’s Non-Voting Common Stock plus one warrant to purchase one-half of one share of the Company’s Non-Voting Common Stock for a price per whole share of $1.25 at a price per unit determined by dividing the bonus amount by the fair market value of such shares of Non-Voting Common Stock. Any combination of cash and units may be elected; however if any unpaid amounts exist as of March 5, 2022, such will be paid in units. The remaining $144,000 may be taken in cash or in a number of shares of the Company’s Non-Voting Common Stock by dividing the award amount by the fair market value, or in options or warrants to purchase common stock, or any combination of such. If no election for payment is made by March 5, 2022, payment shall be made in shares of Non-Voting Common Stock. In 2021, through the date these financial statements were available to be issued, the co-Chief Executive Officers elected to receive $100,000 each in cash.

NOTE 6 – SUBSEQUENT EVENTS

Subsequent to December 31, 2020, the Company has sold 3,771,319 shares of Series A Preferred stock for proceeds of $690,000.

Subsequent to December 31, 2020, the Company amended its Certificate of Incorporation to allow the designation of 21,000,000 shares of Series A Preferred Stock, 7,303,000 shares of Series A-1 Preferred Stock, with 1,697,000 shares of Preferred Stock remaining undesignated.

In June 2021, the Company commenced an offering of Series A-1 Preferred Stock plus Warrants under which it has issued 4,868,550 shares of Series A-1 Preferred Stock and Warrants exercisable for 2,434,274 shares of Non-Voting Common Stock at an exercise price of $0.4108, and received gross proceeds of $2,000,000.

In June 2021, the Company formalized a production services agreement wherein the production company will provide talent and production services to produce ten episodes of Going Public. The cost for this service is approximately $1.76 million which will be paid through the target air date.

PART III

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beverly Hills, California, on June 25, 2021.

The following persons in the capacities and on the dates indicated have signed this Offering Statement.

III-2

Exhibit 2.1

Page 1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “CRUSH CAPITAL INC.”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF JUNE, A.D. 2021, AT 7:15 O`CLOCK P.M.

7957910 8100 SR# 20212485967

Authentication: 203495128 Date: 06-21-21

You may verify this certificate online at corp.delaware.gov/authver.shtml

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF
CRUSH CAPITAL INC.

Crush Capital Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

A. The name of the Corporation is Crush Capital Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 4, 2020.

B. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), and has been duly approved by the written consent of the stockholders of the corporation in accordance with Section 228 of the DGCL.

C. The text of the Certificate of Incorporation of this Corporation is hereby amended and restated to read as set forth in Exhibit A attached hereto, which is hereby incorporated by reference as if fully set forth herein.

IN WITNESS WHEREOF, Crush Capital Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on June 11, 2021.

Exhibit A

First: The name of this corporation is Crush Capital Inc. (the “Corporation”).

Second: The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Suite 403-B in the City of Wilmington, County of New Castle, 19805. The name of its registered agent at such address is Vcorp Services, LLC.

Third: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

Fourth: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) one hundred sixty million (160,000,000) shares of common stock, $0.0001 par value per share (“Common Stock”) and (ii) thirty million (30,000,000) shares of preferred stock, $0.0001 par value per share (“Preferred Stock”), twenty-one million (21,000,000) of which are hereby designated “Series A Preferred Stock” and seven million three hundred three thousand (7,303,000) of which are hereby designated “Series A-1 Preferred Stock”. The Board of Directors is authorized to provide for the issuance of the shares of Common Stock and Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences, and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. COMMON STOCK

1. General. The Common Stock shall initially consist of two classes designated as “Voting Common Stock” and “Non-Voting Common Stock”. The Corporation is authorized to issue eighty million (80,000,000) shares of Voting Common Stock, having a par value of $0.0001 per share, and eighty million (80,000,000) shares of Non-Voting Common Stock, having a par value of $0.0001 per share. The Voting Common Stock and the Non-Voting Common Stock shall have identical rights other than with respect to voting rights as set forth herein, and for all other purposes under this Certificate of Incorporation, the Voting Common Stock and the Non-Voting Common Stock shall together constitute a single class of shares of the capital stock of the Corporation.

2. Voting Rights.

2.1 Voting Common Stock. Except as otherwise required by law or this Certificate of Incorporation, the holders of the Voting Common Stock shall possess exclusively all voting power, and each holder of Voting Common Stock shall have one vote in respect of each share held by him or her of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of shareholders of the Corporation; provided, however, that, except as otherwise required by law, holders of Voting Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation or pursuant to the General Corporation Law. There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

2.2 Non-Voting Common Stock. Except as otherwise required by law, shares of Non-Voting Common Stock shall be non-voting and shall not be entitled to vote on any matters submitted to a vote of shareholders of the Corporation. Notwithstanding the foregoing, for so long as any shares of Non-Voting Common Stock are outstanding, the Corporation shall not, without the written consent of a majority of the outstanding shares of Non-Voting Common Stock or the affirmative vote of holders of a majority of the outstanding shares of Non-Voting Common Stock at a meeting of the holders of Non-Voting Common Stock duly called for such purpose, amend, alter or repeal (by merger, consolidation, combination, reclassification or otherwise) its Certificate of Incorporation or bylaws so as to adversely affect (disproportionately relative to the Voting Common Stock) the preferences, rights or powers of the Non-Voting Common Stock. Notwithstanding anything to the foregoing herein, if at any time there are outstanding no shares of Voting Common Stock, each holder of Non-Voting Common Stock shall have one vote in respect of each share held by him or her of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of shareholders of the Corporation.

3. Conversion of Voting Common Stock. The shares of Voting Common Stock shall be convertible into shares of Non-Voting Common Stock on a one-to-one basis at any time and from time to time at the option of the holder. Any such conversion shall be effected by the surrender to the Corporation of the certificate or certificates representing the Voting Common Stock, together with written notice by the holder of such Voting Common Stock, stating that such holder desires to convert the shares of Voting Common Stock, or a stated number of such shares represented by such certificate or certificates, into an equal number of shares of the Corporation’s Non-Voting Common Stock. Such notice shall also state the name or names (with addresses) and denominations in which the certificate or certificates for shares of Non-Voting Common Stock are to be issued and shall include instructions for the delivery thereof. The Corporation shall promptly upon receipt of such notice and certificates, issue and deliver in accordance with the surrendering holder’s instructions the certificate or certificates evidencing the shares of Non-Voting Common Stock issuable upon such conversion, and the corporation will deliver to the converting holder a certificate representing any Voting Common Stock shares which were represented by the certificate or certificates delivered to the corporation in connection with such conversion that were not converted. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the close of business on the date on which such surrendered certificate or certificates shall have been received by the corporation.

4. Subdivisions or Combinations. If the Corporation in any manner subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) or combines (by any reverse stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the outstanding shares of Voting Common Stock, then the outstanding shares of Non-Voting Common Stock will be subdivided or combined in the same proportion and manner. If the Corporation in any manner subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) or combines (by any reverse stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the outstanding shares of Non-Voting Common Stock, then the outstanding shares of Voting Common Stock will be subdivided or combined in the same proportion and manner.

B. SERIES A AND SERIES A-1 PREFERRED STOCK

The following rights, powers and privileges, and restrictions, qualifications and limitations, shall apply to the “Series A Preferred Stock” and “Series A-1 Preferred Stock” (collectively, the “Preferred Stock”). Unless otherwise indicated, references to “sections” or “subsections” in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth.

1. Dividends.

1.1 The Corporation shall only declare, pay, or set aside any dividends if fifty percent (50%) of such dividends are paid to the holders of Series A Preferred Stock then outstanding, pro rata according to the number of shares of Series A Preferred Stock held by such holders, until the Corporation has paid cumulative dividends with respect to each share of Series A Preferred Stock equal to the Preferred Return. The remaining fifty percent (50%) of such dividends shall be declared and paid pro rata to the holders of Common Stock according to the number of shares of Common Stock held by such holders.

1.2 “Preferred Return” means an amount equal to the Series A Original Issue Price, plus two percent (2%) per annum of the unreturned portion of the Series A Original Issue Price outstanding, calculated daily from the date each share of Series A Preferred Stock was issued (or if a share was issued upon the conversion of the Corporation from its predecessor entity, then the issue date of the original security) until payment of the Preferred Return. Dividends shall be applied first to the 2% per annum and thereafter to the return of the Series A Original Issue Price.

1.3 The “Series A Original Issue Price” shall mean $0.18296 per share of Series A Preferred Stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock.

1.4 The “Series A-1 Original Issue Price” shall mean $0.4108 per share of Series A Preferred Stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A-1 Preferred Stock.

1.5 After each outstanding share of Series A Preferred Stock has been paid cumulative dividends equal to its Preferred Return, all dividends shall be declared and paid pro rata on the Common Stock and the Preferred Stock on a pari passu basis according to the number of shares of Common Stock held by such holders. For this purpose, each holder of shares of Preferred Stock is to be treated as holding the greatest whole number of shares of Common Stock then issuable upon conversion of all shares of Preferred Stock held by such holder pursuant to this Certificate of Incorporation.

2. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

2.1 Preferential Payments to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds (as defined below), as applicable, before any payment shall be made to the holders of Series A-1 Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Preferred Return then outstanding per share of Series A Preferred Stock, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Non-Voting Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “Series A Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

2.2 Preferential Payments to Holders of Series A-1 Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Series A-1 Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds, as applicable, after payment of the Series A Liquidation Amount and before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series A-1 Original Issue Price less the amount of all dividends previously received with respect to such share of Series A-1 Preferred Stock, or (ii) such amount per share as would have been payable had all shares of Series A-1 Preferred Stock been converted into Non-Voting Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “Series A-1 Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A-1 Preferred Stock the full amount to which they shall be entitled under this Subsection 2.2, the holders of shares of Series A-1 Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

2.3 Payments to Holders of Common Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full of all Series A Liquidation Amounts and Series A-1 Liquidation Amounts required to be paid to the holders of shares of Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Preferred Stock pursuant to Sections 2.1 and 2.2 or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

2.4 Deemed Liquidation Events.

2.4.1 Definition. Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of a majority of the outstanding shares of Series A Preferred Stock (the “Requisite Holders”) elect otherwise by written notice sent to the Corporation at least thirty (30) days prior to the effective date of any such event:

(a) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

(b) (1) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the business or assets of the Corporation and its subsidiaries taken as a whole, or (2) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Corporation if substantially all of the business or assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

2.4.2 Effecting a Deemed Liquidation Event.

(a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.4.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be paid to the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 and 2.3.

(b) In the event of a Deemed Liquidation Event referred to in Subsection 2.4.1(a)(ii) or 2.4.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the ninetieth (90^th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of Preferred Stock, and (iii) if the holders of a majority of the then outstanding shares of a series of Preferred Stock so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), on the one hundred fiftieth (150^th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A Liquidation Amount and to redeem all outstanding shares of Series A-1 Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, (i) if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders and (ii) if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A-1 Preferred Stock after full redemption of Series A Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series A-1 Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. Prior to the distribution or redemption provided for in this Subsection 2.4.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

2.4.3 Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders pursuant to such Deemed Liquidation Event.

2.4.4 Allocation of Escrow and Contingent Consideration. In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i), if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the Merger Agreement shall provide that (a) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 and 2.3 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event; and (b) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 and 2.3 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Subsection 2.4.4, consideration placed into escrow or retained as a holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.

3. Voting. Except as otherwise required by law, shares of Preferred Stock shall be non-voting and shall not be entitled to vote on any matters submitted to a vote of shareholders of the Corporation. Notwithstanding the foregoing, for so long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the written consent of a majority of the outstanding shares of Series A Preferred Stock or the affirmative vote of holders of a majority of the outstanding shares of Series A Preferred Stock at a meeting of the holders of Series A Preferred Stock duly called for such purpose, do any of the following:

3.1 Amend, alter, or repeal (by merger, consolidation, combination, reclassification or otherwise) its Certificate of Incorporation or bylaws so as to adversely affect the preferences, rights or powers of the Series A Preferred Stock;

3.2 Reduce the authorized number of Series A Preferred Shares;

3.3 Until such time as each outstanding share of Series A Preferred Stock has been paid cumulative dividends equal to its Preferred Return, purchase or redeem any shares of the Corporation’s capital stock, other than capital stock repurchased from former employees, directors, consultants, or the like in connection with the cessation of their employment or services.

4. Optional Conversion.

The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

4.1 Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Non-Voting Common Stock as is determined by dividing, as applicable, the Series A Original Issue Price by the Series A Conversion Price in effect at the time of conversion, or the Series A-1 Original Issue Price by the Series A-1 Conversion Price in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $0.18296. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Non-Voting Common Stock, shall be subject to adjustment as provided below. The “Series A-1 Conversion Price” shall initially be equal to $0.4108. Such initial Series A-1 Conversion Price, and the rate at which shares of Series A-1 Preferred Stock may be converted into shares of Non-Voting Common Stock, shall be subject to adjustment as provided below.

4.2 Fractional Shares. No fractional shares of Non-Voting Common Stock shall be issued upon conversion of any Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Non-Voting Common Stock as determined in good faith by the Board of Directors of the Corporation. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Non-Voting Common Stock and the aggregate number of shares of Non-Voting Common Stock issuable upon such conversion.

4.3 Mechanics of Conversion.

4.3.1 Notice of Conversion. In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Non-Voting Common Stock, such holder shall (a) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) that such holder elects to convert all or any number of such holder’s shares of Preferred Stock and, if applicable, any event on which such conversion is contingent and (b), if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent). Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the shares of Non-Voting Common Stock to be issued. If required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the “Conversion Time”), and the shares of Non-Voting Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time (i) issue and deliver to such holder of Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Non-Voting Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Preferred Stock represented by the surrendered certificate that were not converted into Non-Voting Common Stock, (ii) pay in cash such amount as provided in Subsection 4.2 in lieu of any fraction of a share of Non-Voting Common Stock otherwise issuable upon such conversion and (iii) pay all declared but unpaid dividends on the shares of Preferred Stock converted.

4.3.2 Reservation of Shares. The Corporation shall at all times when any Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Non-Voting Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock; and if at any time the number of authorized but unissued shares of Non-Voting Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Non-Voting Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Series A Conversion Price or the Series A-1 Conversion Price below the then par value of the shares of Non-Voting Common Stock issuable upon conversion of the Series A Preferred Stock or the Series A-1 Preferred Stock, as applicable, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of Non-Voting Common Stock at such adjusted Series A Conversion Price or Series A-1 Conversion Price, as applicable.

4.3.3 Effect of Conversion. All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Non-Voting Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection 4.2 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

4.3.4 No Further Adjustment. Upon any such conversion, no adjustment to the Series A Conversion Price or the Series A-1 Conversion Price shall be made for any declared but unpaid dividends on any Preferred Stock surrendered for conversion or on the Non-Voting Common Stock delivered upon conversion.

4.3.5 Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Non-Voting Common Stock upon conversion of shares of Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Non-Voting Common Stock in a name other than that in which the shares of Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

4.4 Adjustments to Series A-1 Conversion Price for Diluting Issues.

4.4.1 Special Definitions. For purposes of this Section 4, the following definitions shall apply:

(a) “Option” shall mean rights, options, or warrants to subscribe for, purchase, or otherwise acquire Common Stock or Convertible Securities.

(b) “Series A-1 Original Issue Date” shall mean the date on which the first share of Series A-1 Preferred Stock was issued.

(c) “Convertible Securities” shall mean any evidences of indebtedness, shares, or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.