PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission (the “SEC”). 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 SEC 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 any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

PRELIMINARY Offering Circular Dated SEPTEMBER 4, 2026 — SUBJECT TO COMPLETION

AGENTIQ SPORTS 1 SERIES LLC
(a Delaware Series Limited Liability Company)

Best Efforts Offering

of Units of Series Limited Liability Company Membership Interest

Agentiq Sports 1 Series LLC (“we,” “us,” “our,” “Agentiq” or, the “Company”) is a newly organized Delaware series limited liability company that has been formed to permit public investment in the future earnings of professional athletes pursuant to brand advisory agreements entered into between professional athletes and individual series of the Company. We are offering on a best efforts basis units of limited liability company membership interest in each of the series of the Company (the “Units”), as set forth in the “Series Offering Table” beginning on page viii of this Offering Circular (the “Offering Circular”).

All of the series of the Company offered hereunder may collectively be referred to in this Offering Circular as the “series” and each, individually, as a “series.” The Units of all series described above may collectively be referred to in this Offering Circular as the “Units” or “our securities,” and each, individually, as a “Unit,” and the offerings of the Units may collectively be referred to in this Offering Circular as the “offerings” and each, individually, as an “offering.” See “Description of the Securities Being Offered” on page 110 for additional information regarding the Units.

Our first four series offerings are of the Units of Agentiq Sports 1 Series Ronny Cruz (“Series RC”), Agentiq Sports 1 Series Esmerlyn Valdez Ramirez (“Series EVR”), Agentiq Sports 1 Series Justin Martinez (“Series JM”) and Agentiq Sports 1 Series Carlos Virahonda (“Series CV”):

The minimum offering amount for any series generally may be referred to in this Offering Circular as the “Minimum Offering Amount” and the maximum offering amount for any Series generally may be referred to in this Offering Circular as the “Maximum Offering Amount.” The Minimum Offering Amount and the Maximum Offering Amount may be different for each series offering.

No public trading market currently exists for our Units, and no investor should assume that an active, liquid or sustained secondary market will develop. The Operating Agreement permits, but does not require, the Manager to approve an alternative trading system, or ATS, for secondary trading of Units of a Series. If the Manager approves an ATS for a Series, Units of that Series may be eligible to trade through the approved ATS, subject to applicable law, the rules and procedures of the ATS, the Company’s transfer agent arrangements, and any conditions or procedures established by the Manager from time to time. Even if an ATS is available, investors may be unable to resell their Units when desired, at an acceptable price, or at all, and any resale may be delayed, restricted, suspended or conditioned. As a result, prospective investors should be prepared to hold their Units indefinitely.

Regulation A Rule 251(a)(2) limits us to aggregate gross proceeds of $75,000,000 in any rolling twelve-month period. For a series limited liability company structure such as ours, that limit applies to the aggregate amount of securities sold under Regulation A in offerings by the Company, including offerings of Units in one or more series, during the applicable twelve-month period. As a result, the maximum dollar amount of additional Units we may offer under Regulation A will increase over time as prior sales fall outside the applicable twelve-month look back period. Following SEC qualification of the Offering Circular and the offering statement of which it forms a part (the “Offering Statement”), we may file one or more post qualification amendments under Rule 252(f)(2)(ii) to seek qualification of additional Units for sale as additional capacity becomes available. However, we will not sell any such additional Units unless and until the SEC qualifies the applicable post qualification amendment. Prospective investors should also note that we may file offering circular supplements from time to time to increase the offering price of the Units of any series by up to 20% above the most recently qualified price for that series. Any increase above that threshold, or any other fundamental change to the information in a qualified offering circular, would require a post qualification amendment that must be filed with and qualified by the SEC. Notwithstanding the foregoing: (i) we will file a post-qualification amendment at least every 12 months, beginning on the initial qualification of the Offering Statement, to comply with the requirements of Section 252(f)(2)(i) of Regulation A, and (ii) no series offering may remain open beyond the date that is three years after the initial qualification of the Offering Statement, unless a new offering statement or other required filing is made and qualified or otherwise becomes effective in accordance with applicable law.

There will be at least one separate closing with respect to each series offering. Where the applicable series offering has a Minimum Offering Amount, the initial closing of a series offering will take place on the later to occur of (i) the date subscriptions for the Minimum Offering Amount for that series have been accepted and (ii) a date determined by the Manager in its sole discretion, and subscription funds will be held in escrow pending achievement of that threshold. Where the applicable series offering does not have a Minimum Offering Amount (including where the Manager has funded all or a portion of the Initial Advisory Payment through a Manager Promissory Note prior to the initial closing), the initial closing will take place on a date determined by the Manager in its sole discretion, and subscription funds will not be held in escrow pending a minimum offering threshold. Once an initial closing for a particular series offering has occurred, we may conduct additional closings for that series until the earlier to occur of (i) the date subscriptions for the Maximum Offering Amount for that series have been accepted and (ii) a date determined by the Manager in its sole discretion. If an initial closing of a particular series has not occurred, an offering shall be terminated upon (i) the date which is one year from the date the Offering Circular related to such series, or amendment thereof, as applicable, is qualified by the SEC, which period may be extended with respect to that series by an additional six months by our Manager in its sole discretion, or (ii) any date on which our Manager elects to terminate the offering for that series in its sole discretion, such date not to exceed the date which is 18 months from the date such Offering Circular related to that series or amendment thereof, as applicable, is qualified by the SEC. If a series offering is terminated without a closing, all investor funds will be returned promptly without interest or deduction.

Investors may participate in a series offering by completing and electronically signing the subscription agreement for the applicable series through the Agentiq Sports online investment platform (the “Platform”), which is owned and operated by Agentiq Sports, Inc., the Company’s Manager and the manager of each series. The Platform is accessible through www.agentiqsports.com and through the Agentiq Sports mobile applications. The subscription agreement, including the investor qualification documents, will be pre-populated based on information provided through the Platform, and the Manager and Andes Capital Group, LLC (“Andes”), as broker of record, will review the completed subscription documentation and may request additional information. Once the completed subscription agreement is signed, an integrated online payment provider will transfer funds equal to the purchase price for the applicable Units. Where the applicable series offering has a Minimum Offering Amount, subscription funds will be transferred into a non-interest-bearing escrow account with North Capital Private Securities Corporation, acting as escrow agent (the “Escrow Agent”), and will not be commingled with the operating account of the applicable series before the Initial Closing. Where the applicable series offering does not have a Minimum Offering Amount (including where the Manager has funded all or a portion of the Initial Advisory Payment through a Manager Promissory Note prior to the initial closing), subscription funds will be transferred directly to the account of the applicable series upon acceptance of the subscription and closing, without being held in escrow pending a minimum offering threshold. We reserve the right to reject any subscription, in whole or in part, for any or no reason, and to withdraw any offering at any time before a closing. Except as otherwise required by law, subscriptions may not be withdrawn or canceled by subscribers. If your subscription is rejected in whole or in part, or if a series offering is terminated without a closing, the applicable subscription funds will be returned promptly to you without interest or deduction. If all or part of your subscription is approved, the corresponding Units will be issued to you upon the closing, and subscription funds (whether held by the Escrow Agent or transferred directly to the series) will be applied as consideration for such Units. Once issued, your Units will be recorded on the books and records maintained by Colonial Stock Transfer Company, the transfer agent for the series being offered hereby.

This offering is continuous and ongoing within the meaning of Rule 251(d)(3) of Regulation A, and closings may occur from time to time throughout the term of a series offering to maximize economic efficiency. Notwithstanding the foregoing, we intend to conduct a closing at least every 2 to 4 weeks following the initial closing of any series. Each series offering is being conducted on a “best efforts” basis pursuant to Regulation A of Section 3(b)(2) of the Securities Act of 1933, as amended, or the Securities Act, for Tier 2 offerings. See “Plan of Distribution and Subscription Procedure” on page 30 for additional information.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this Offering Circular and future filings after the offerings.

The Units offered hereby are highly speculative in nature and involve a high degree of risk. See “Risk Factors” beginning on page 10 of this Offering Circular for a discussion of other material risks of investing in our Units.

Generally, no sale may be made to you in any offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your 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.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF ANY 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.

This Offering Circular is following the Offering Circular format described in Part II (a)(1)(i) of Form 1-A.

The date of this Offering Circular is September 4, 2026.

TABLE OF CONTENTS

Important Notices

This Offering Circular includes market and other industry data and estimates that are based on our management’s knowledge and experience in the markets in which we operate. The sources of such data generally state that the information they provide has been obtained from sources they believe to be reliable, but we have not investigated or verified the accuracy and completeness of such information. Our own estimates are based on information obtained from our and our affiliates’ experience in the markets in which we operate and from other contacts in these markets. We are responsible for all of the disclosure in this Offering Circular, and we believe our estimates to be accurate as of the date of this Offering Circular or such other date stated in this Offering Circular. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for the estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that market and other industry data included in this Offering Circular, and estimates and beliefs based on that data, may not be reliable.

Our Units are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Units offered hereby are offered and sold only to “qualified purchasers” or at a time when our Units are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Units does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

We have not authorized anyone to provide you with information other than as set forth in this Offering Circular. Except as otherwise indicated, all information contained in this Offering Circular is given as of the date of this Offering Circular. Neither the delivery of this Offering Circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof.

From time to time, we may provide an “Offering Circular Supplement” that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular Supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular Supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC.

The offering statement and all amendments, supplements and reports that we have filed or will file in the future can be read on the SEC’s website at www.sec.gov or on the Agentiq Sports platform. The contents of the Agentiq Sports platform (other than the offering statement and the Appendices and Exhibits thereto and this Offering Circular) are not incorporated by reference in or otherwise a part of this Offering Circular.

CERTAIN DEFINED TERMS

The following definitions apply throughout this Offering Circular unless the context otherwise requires. Capitalized terms used but not defined herein have the meanings set forth in the applicable exhibit or agreement, as described below and as qualified by the full text of such documents filed as exhibits to this Offering Circular. Terms defined in the singular include the plural and vice versa, and terms defined in one tense include all other tenses, unless the context otherwise requires.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The discussions and information in this Offering Circular may contain both historical and forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. Some of the statements under “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Business” and elsewhere in this Offering Circular constitute forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms, or other comparable terminology. To the extent that the Offering Circular contains forward-looking statements regarding our business, please be advised that our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by us in forward-looking statements.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating the Company’s forward-looking statements. These factors include, among other things, the following considerations:

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions, and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

SERIES OFFERING TABLE

The table below shows key information related to the offering of each series. See “Use of Proceeds” for more information.

RISK FACTORS

An investment in our Units involves a high degree of risk. The SEC requires that we identify risks that are specific to our business and our financial condition. You should carefully consider the following risk factors and the other information in this Offering Circular before investing in our securities. Our business and results of operations could be seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following risks actually occur, our business, reputation, financial condition, results of operations, revenue and future prospects could be materially adversely affected and you could lose all or part of your investment in the Units. In such case, the value of our securities could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

We are an early-stage company with no operating history and an untested model, which makes this a highly speculative investment.

We are a newly formed company with no operating history, and our business model is unproven. Although we have entered into the Brand Advisory Agreements described in this Offering Circular, as of the date of this offering we have not closed any series offering, and our ability to raise capital, collect Brand Amount payments and make distributions remains highly uncertain. Our concept depends on sustained investor interest under Regulation A, continued access to service providers (such as escrow, broker-dealer, and payment rails), and market acceptance by athletes and their representatives, any of which may not materialize or could take longer than expected. If we fail to close our initial series offerings or demonstrate the viability of our model, we may be unable to achieve scale, cover fixed costs, or continue operations. An investment in any series is speculative and you should be prepared to lose your entire investment.

Our pipeline, pricing, and timing depend on our ability to sign athletes to BAAs on acceptable terms, which may not be achievable.

Our strategy depends on identifying and contracting with suitable athletes; if we cannot execute Brand Advisory Agreements on attractive terms, we may never commence revenue-generating operations. Competition from traditional financing, agencies, competitors with similar products, or athlete preferences may limit our pipeline, delay launches, or force us to offer unfavorable terms that impair returns. Even when athletes are interested, each series depends on sufficient investor subscriptions and successful closings; failed or delayed raises could nullify term sheets, damage relationships, and waste sourcing costs borne at the Manager level. Shifted labor markets, agent priorities, or league policy changes may also dampen athlete appetite for our structure, requiring us to spend more on sourcing and accept thinner economics. In certain leagues, BAAs or payment directions may require approvals, acknowledgements, or compliance with collective bargaining or agent regulations; failure to obtain or maintain such approvals could delay or prevent execution or enforcement.

Each series is tied to the career outcomes of a single athlete, creating concentrated exposure to unpredictable events.

The success of each series depends heavily on the uncertain future performance, health, career duration and compensation of a single Client. Injuries, contract disputes, performance declines, early retirement, league suspensions, or changes in depth chart status can materially reduce Client Brand Income and adversely affect returns to investors in the related series. League labor disruptions, changes to salary caps or rookie wage scales, demotions, or periods without a team contract can cause Brand Income to decline sharply or cease altogether. You will not share in any off-field or endorsement earnings, limiting upside and potentially misaligning incentives if the Client focuses on non-Brand Income opportunities. Clauses in player contracts, including morality, injury and conduct provisions, may eliminate salary guarantees or reduce incentive eligibility, compounding the adverse effect on Brand Income.

Professional baseball careers are often short and unpredictable, which may limit the period during which a Client can generate Brand Income and may materially reduce the likelihood that investors recover their investment.

Our business model depends on the ability of Clients to generate Brand Income over time. In the case of professional baseball Clients, Brand Income generally includes salary, signing bonuses, performance bonuses, prize or award money and other covered on-field compensation earned in the Client’s Principal Business, to the extent included in the applicable Brand Advisory Agreement, and excludes endorsement, sponsorship, appearance, licensing, merchandising and other off-field commercial income. The period during which a professional baseball Client may generate meaningful Brand Income may be short and unpredictable. Professional baseball careers are subject to significant attrition, including failure to advance through the minor-league system, failure to reach the major leagues, injuries, performance decline, roster constraints, changes in organizational priorities, competition from other players and other factors outside the control of the Client, the Company, the Manager or any series.

Published analyses of Major League Baseball career length have estimated that the average major-league career is approximately 4.8 to 5.6 years, depending on the population and methodology used. One study reported an average career expectancy of approximately 5.6 years for players who reach the major leagues, while a separate SABR analysis reported an average career length of approximately 4.8 years for players who have appeared in the major leagues. In addition, a player generally must accrue six years of Major League service time to become eligible for free agency, and one year of Major League service time generally requires 172 days on a Major League roster or Major League injured list during a championship season. As a result, many professional baseball players may never reach free agency, may not remain employed long enough to earn arbitration-level or free-agent-level compensation, and may generate materially less Brand Income than the Manager anticipates.

This risk is heightened for our series that depend on the career outcomes of a single professional baseball player. A Client may spend several years in the minor leagues before reaching the major leagues, if the Client reaches the major leagues at all. Although covered minor-league compensation may constitute Brand Income under the applicable Brand Advisory Agreement, minor-league compensation is generally expected to be substantially lower than major-league compensation. Accordingly, if a Client remains in the minor leagues for an extended period, has only a brief major-league career, does not become arbitration eligible, does not reach free agency, or experiences injury, performance decline or other adverse career developments, the related series may receive only limited Brand Amounts.

Because investors’ ability to recover their investment depends on the applicable series’ receipt of Brand Amounts, the payment of series expenses and the availability of Free Cash Flow for distribution, a short or lower-earning professional baseball career may materially delay, reduce or eliminate investor distributions. Even if a Client reaches the major leagues, the Client may not remain employed at the major-league level for a period sufficient to generate Brand Income necessary for investors to recover their initial investment. If the Client’s professional baseball career is shorter than expected or earnings are materially lower than projected, investors in the applicable series may lose all or a substantial portion of their investment.

Each series will apply the substantial majority of its gross offering proceeds to the Initial Advisory Payment while receiving only a fixed minority percentage of Brand Income, so a Client must generate a multiple of the offering amount before investors can recover their investment.

For each series, the substantial majority of the gross proceeds of that series’ offering will be applied to fund the Initial Advisory Payment to its Client, including repayment of any Manager Promissory Note that funded an initial installment of that payment, and additional proceeds will be applied to the Broker Fee, the Negotiation Fee, Vendor Fees and other offering costs. In return, the series receives only the applicable Brand Percentage of the Client’s Brand Income. Because the Brand Percentage is a fraction of Brand Income, a Client must generate aggregate qualifying Brand Income equal to a multiple of the series’ offering amount before the series receives aggregate gross Brand Amounts equal to that offering amount. By way of illustration, a 10% Brand Percentage requires aggregate Brand Income of approximately ten times the offering amount, a 5% Brand Percentage requires approximately twenty times, and a 1% Brand Percentage requires approximately one hundred times. A greater amount of Brand Income would be required before investors could recover their initial investment through distributions, because each series must first pay its Operating Expenses, Advisory Services costs, the Maintenance Fee, taxes and other Series-level obligations, and the Manager may retain additional reserves in its sole discretion. Accordingly, investors in any series may be required to wait a significant period of time to recover their investment, and may never recover it. The Brand Percentage, Initial Advisory Payment and offering amount applicable to each series, and the resulting amount of Brand Income required, are described under “Description of the Series and Their Assets.”

The definition of Brand Income varies among the Brand Advisory Agreements, and Permitted Deductions and exclusions may cause Brand Income to be materially less than a Client’s gross compensation.

Brand Income is defined separately in each Brand Advisory Agreement, and the definitions are not uniform. Certain Brand Advisory Agreements limit Brand Income to compensation attributable to a Client’s services at the major-league level and exclude all compensation attributable to minor-league or affiliated developmental-league service, regardless of the identity of the payor. A series subject to that limitation will receive no Brand Amounts for so long as its Client remains in the minor leagues, and will receive no Brand Amounts during any period in which its Client is optioned, assigned or otherwise performing minor-league services, even if the Client has previously appeared at the major-league level. Addition to a 40-man roster alone would not cause compensation to constitute Brand Income if that compensation remains attributable to minor-league service. In addition, Brand Income is generally calculated net of Permitted Deductions, which may include reasonable, documented legal fees incurred to secure, negotiate or document a contract that generates Brand Income, reasonable, documented travel, lodging and per diem expenses incurred in securing such income, and certain self-employment taxes, and Brand Income generally excludes compensation attributable to services performed before the Commencement Date regardless of when paid, insurance proceeds, documented incidental-expense reimbursements, off-field commercial income and compensation from leagues, tournaments or competitions not included in the Client’s Principal Business, including independent leagues, winter leagues and exhibition play. Accordingly, the gross compensation payable under a Client’s player contract could materially exceed the Brand Income to which the applicable Brand Percentage applies, and publicly reported salary, bonus or contract figures should not be used to estimate Brand Amounts payable to any series. Where a single contract or payment includes both Brand Income and Excluded Income, the allocation between them may be disputed, and any such dispute could delay or reduce Brand Amounts. Investors should review the description of each series’ Brand Advisory Agreement for the definition of Brand Income, the Permitted Deductions and the exclusions applicable to that series.

A series’ failure to pay the Initial Advisory Payment in full when due may permanently reduce its Brand Percentage or terminate its Brand Advisory Agreement, in which case the series could lose its only material asset.

Each series is obligated to pay the Initial Advisory Payment to its Client, generally in installments, and each series expects to fund all or a portion of that payment from the proceeds of its offering. The consequences of a failure to pay in full when due vary among the Brand Advisory Agreements and generally follow one of two approaches. Under the first approach, if the full Initial Advisory Payment has not been paid by the Outside Date, the Initial Advisory Payment is fixed at the amount actually funded and the Brand Percentage automatically adjusts downward on a pro rata basis, permanently reducing the share of Brand Income to which the series is entitled without any right of either party to terminate on that basis. Under the second approach, no Outside Date, funded-amount or step-down mechanics apply, the series’ obligation to pay the guaranteed portion is absolute and unconditional and is not conditioned on the closing of its offering or the receipt of any particular amount of proceeds, and the sole remedy for a failure to pay is termination of the Brand Advisory Agreement together with a mutual release of claims. Where that second approach applies and a termination occurs, the Client retains the amounts previously paid, the unpaid balance is extinguished, and the series would cease to hold the Series Asset or any right to receive Brand Amounts, which would result in the loss of all or substantially all of investors’ investment in that series. If a series offering does not generate sufficient proceeds on a timely basis, the series would need to obtain funding from the Manager, an affiliate or another source, which it may be unable to do on acceptable terms or at all, and the Manager is under no obligation to provide that funding. Investors should review the description of each series’ Brand Advisory Agreement for the funding deadlines and default consequences applicable to that series.

Each series’ sole material asset is a contractual right to receive payments from an individual Client, and each series is therefore exposed to that Client’s creditworthiness. A Client is not a rated or reporting obligor, may have limited assets, limited liquidity and no established credit history, and is not required to maintain any minimum net worth, liquidity, insurance or financial covenant for the benefit of the series. No Brand Advisory Agreement is guaranteed by a club, league, players’ association, agency, parent entity or other creditworthy third party, and no series has recourse to any such person for a Client’s payment obligations. The collateral securing a Client’s obligations is generally limited to the Brand Amount, the Client’s contractual right to receive the applicable percentage of Brand Income, any designated account and related deposit, transfer and control rights, and proceeds of the foregoing, and does not extend to Excluded Income, compensation excluded from Brand Income or the Client’s other assets. Where a Client contracts through a personal holding entity, the series may also be exposed to the creditworthiness and separateness of that entity. Amounts that become owing other than as current Brand Amounts, including any clawback or liquidated damages, late fees or interest, are in substance unsecured claims against an individual. If a Client becomes insolvent, becomes subject to a bankruptcy or insolvency proceeding, is subject to competing creditor claims, garnishments, tax liens, judgments, support or marital obligations, or otherwise lacks the resources to pay, the series may be unable to collect amounts owed to it notwithstanding its contractual rights, and investors could lose all or a substantial portion of their investment.

Our Clients are individual athletes whose creditworthiness is limited and largely unsecured, and a series may be unable to recover amounts owed to it.

A Client’s personal financial circumstances are outside our control and may reduce the amounts a series is able to collect.

We expect many Clients to be early in their professional careers and to receive a substantial cash payment from a series at a comparatively young age. A Client may have limited experience managing significant income, may rely on advisors whom we do not select or supervise, and may spend, encumber, pledge, transfer or otherwise dissipate the Initial Advisory Payment and other resources without regard to the Client’s continuing obligations to the series. A Client may also incur substantial personal debt, tax liabilities, litigation costs, family support or marital property obligations, or other commitments that compete with the series’ right to payment, and third parties may assert garnishments, levies, attachments, liens, assignments or other claims against the same compensation from which Brand Amounts are payable. The priority of the series’ rights relative to competing claims may be uncertain, may vary by jurisdiction, and may require court intervention to establish. Neither the Company, any series nor the Manager controls a Client’s personal financial decisions, monitors a Client’s other obligations on a continuous basis, or has any ability to prevent a Client from incurring obligations that impair the series’ recovery. Deterioration in a Client’s financial condition may also increase the likelihood of disputes, delayed payment, non-payment or an early cessation of the Client’s participation in the Principal Business, any of which could reduce or eliminate Brand Amounts and distributions to investors.

Each series depends on its Client and third parties to perform administrative and operational obligations, and any failure in those arrangements may delay, reduce or prevent collection.

The collection of Brand Amounts depends on the continuing performance of administrative obligations by persons other than the Company and the Manager. Depending on the applicable Brand Advisory Agreement, a Client may be required to open and maintain a designated account at a bank willing to enter into a control agreement, direct all Brand Income to be deposited into that account, deliver and renew payment directions to each payor, establish and maintain automatic recurring transfers or an automatic payment authorization, remit amounts directly if any component of the mechanism fails, maintain complete and accurate books and records, and deliver periodic reports with supporting documentation. Each of these steps depends on the cooperation of the Client and, in many cases, of banks, payroll administrators, clubs, leagues, players’ associations, agents and other payors that owe no duty to the series and may decline to participate, may change their systems or policies, or may impose conditions we cannot satisfy. Accounts may be closed, frozen, replaced or subjected to bank setoff rights; direct-deposit instructions and recurring transfers may lapse, be revoked, be superseded or fail without notice; and reporting may be late, incomplete or inaccurate. Because a series generally does not control the account into which Brand Income is deposited before a specified trigger occurs, and generally learns of a shortfall only through reporting or reconciliation, an underpayment or diversion may not be detected promptly, and amounts may be spent or claimed by others before the series can act. Remedying any failure may require notice and cure procedures, replacement arrangements, audits, arbitration or litigation, each of which may be slow, expensive relative to the size of the series, contested or unsuccessful. Any of these operational failures could reduce Free Cash Flow and delay, reduce or eliminate distributions to investors.

League, players’ association and other regulatory requirements applicable to Clients could restrict, invalidate or impair the Brand Advisory Agreements and our ability to collect Brand Amounts.

The arrangements between our series and their Clients operate within regulatory and contractual frameworks that we do not control, including league constitutions, bylaws and player contract rules, collective bargaining agreements, players’ association regulations governing player representation and financial advisors, state athlete agent and talent agency statutes, licensing and registration requirements, and laws governing the assignment of personal service income, wage garnishment and consumer protection. A league, players’ association, club or regulator could determine that a Brand Advisory Agreement, a payment direction, an account control arrangement, a security interest or an element of the Advisory Services is prohibited, requires approval, registration or licensing that has not been obtained, or is otherwise impermissible, and could refuse to honor payment directions, require modification or unwinding of the arrangement, or subject the Client, the Company, a series or the Manager to discipline, penalties or restrictions. Certain of these frameworks are renegotiated periodically, and a successor collective bargaining agreement or amended league or association rule could impose new limitations that apply to existing Brand Advisory Agreements. A Client may also be subject to eligibility, immigration, work authorization, visa, licensing, tax or other requirements that must be satisfied for the Client to earn compensation at all. If any of these requirements is not satisfied, or if a Brand Advisory Agreement or any of its payment or security provisions is determined to be void, voidable, unenforceable or subject to conditions we cannot meet, a series may be unable to receive or enforce payment of Brand Amounts, may be required to restructure or terminate its Brand Advisory Agreement without compensation, and may incur substantial costs, any of which could result in the loss of all or a substantial portion of investors’ investment.

Misconduct, discipline or controversy involving a Client could eliminate Brand Income for the related series and damage our reputation and ability to launch future series.

Because each series’ revenue depends on compensation earned by an individual, conduct by that individual that has no relationship to athletic ability may nonetheless eliminate the series’ revenue. A Client may be suspended, placed on administrative leave, fined, released, or declared ineligible as a result of violations of league or players’ association rules, including performance-enhancing substance, substance abuse, gambling, domestic violence and personal conduct policies, or as a result of criminal charges, civil litigation, regulatory action, immigration or eligibility issues, or breach of the Client’s player contract. Compensation is frequently withheld, forfeited or not guaranteed during a suspension or following a conduct-based termination, and a Client’s player contract may include morality, conduct or injury provisions that eliminate salary guarantees or bonus eligibility. Public allegations, social media activity, political or other public statements, or association with a controversy may reduce a Client’s playing time, roster status, marketability and future compensation even in the absence of any formal finding. Any of these outcomes could materially reduce or eliminate Brand Income and Brand Amounts payable to the related series. In addition, because we market our offerings through a single platform under a common brand, a controversy involving any Client, or the perception that we finance or profit from athletes’ careers, could generate negative media attention, criticism from athlete advocacy groups, leagues or players’ associations, or restrictions imposed by service providers or advertising platforms. That could impair our ability to source new Clients, complete pending or future series offerings, retain broker-dealer, escrow, banking, payment or technology providers, or maintain investor confidence, and could adversely affect investors in every series, including series whose Clients are not involved in the controversy.

A Client may have no history of earning compensation that constitutes Brand Income, and the related series may receive no Brand Amounts for several years following its offering or at all.

We expect to contract with athletes early in their careers, including collegiate athletes transitioning to the professional level, minor-league players and young professionals. As a result, a Client may never have competed at, or earned compensation at, the level of competition at which Brand Income is generated under the applicable Brand Advisory Agreement, may not be under any contract that generates Brand Income as of the date of the related series offering, and may have no record of qualifying compensation on which investors can evaluate the series. Advancement to a level of competition that generates Brand Income depends on promotion, roster selection and retention decisions, playing time, health, development, competition from other players, organizational priorities and other factors outside the control of the Client, the Company, the Manager and the series, and admission to a roster does not itself establish that compensation earned will constitute Brand Income. Any published or internally estimated timetable for a Client’s advancement is an estimate only, is frequently revised, and does not establish that advancement will occur in any particular year or at all. Because the terms of professional compensation are governed by collective bargaining agreements and league rules that are renegotiated periodically, and that may expire before a Client advances, the minimum salaries, service-time rules, bonus programs and eligibility standards described in this Offering Circular may not apply when and if a Client reaches a qualifying level, and a work stoppage or other labor interruption could further delay or reduce compensation. Accordingly, a series may receive no Brand Amounts for a period of several years following its offering while continuing to incur Operating Expenses and other Series-level obligations, may never receive any Brand Amounts, and investors in that series could lose all of their investment.

Investors will not share in any of the Client’s off-field income or endorsements, which limits the upside of your investment and may misalign incentives.

Under each Brand Advisory Agreement, our series only receives a share of the athlete’s Brand Income, which is strictly limited to compensation earned from playing or participating in the sport (such as team salaries, game winnings, or performance bonuses). Importantly, this means that any money the Client earns outside of their on-field activities – including endorsement deals, sponsorships, appearances, licensing of their name/image, or other business ventures – is entirely excluded from the series’ income. As a result, even if a Client achieves substantial fame or commercial success off the field, investors in the series will not benefit from those earnings. This cap on the income stream limits the potential returns on your investment. It is possible that a Client’s off-field earnings could far exceed their on-field earnings (for example, through lucrative endorsements), yet the series would have no claim to that revenue. In addition, the Client’s interests are not fully aligned with investors in this respect: the athlete retains 100% of their off-field income, which could reduce their motivation to maximize on-field earnings or continue a sports career solely for financial reasons. While the Brand Percentage arrangement is designed to align with on-field performance, the exclusion of other income streams creates a risk that the athlete’s financial incentives diverge from the series’ interests.

Third-party infrastructure failures could interrupt core operations and investor communications.

Our reliance on third-party technology and cloud providers introduces availability and security risks. Software defects, vendor outages, integration failures, or cloud interruptions could disrupt offerings, reporting, or distributions and could damage our reputation and financial condition. As a lean organization, we may have limited redundancies and in-house IT depth to mitigate prolonged incidents.

Cybersecurity incidents could compromise data, invite regulatory scrutiny, and depress investor demand across series.

A cybersecurity breach could expose sensitive investor data or financial information, trigger mandatory notifications, and lead to regulatory investigations, litigation, and reputational harm. Security incidents at us or our vendors could reduce investor trust and participation in current or future series. Incident response and remediation can be costly and divert management attention from sourcing and operating series. 

Insurance coverage may be unavailable or insufficient for key risks.

Insurance for cyber incidents, IP claims, D&O, E&O, employment, or event-related losses may have exclusions, sub-limits, or high deductibles and may not fully cover losses, defense costs, or adverse judgments, increasing volatility in series outcomes. 

We may experience constraints on liquidity, access to capital, and sensitivity to interest rates.

Our ability to finance operations, launch new series, or bridge timing differences between Brand Amount payment receipts and distributions may depend on capital availability. Tighter credit markets, rising rates, or covenant restrictions could limit growth or require us to delay offerings, reduce reserves, or curtail operations. 

Adverse macroeconomic or public health events could depress demand, delay offerings, and impair operations.

Macroeconomic conditions, market disruptions, and public health events may reduce investor demand, complicate offering execution, and increase operating friction. Periods of market stress or pandemic-related disruptions may slow capital formation, delay closings, or increase costs to operate, manage vendors, or communicate with investors. Volatility in financial markets can also increase our cost of capital or reduce availability of critical vendors, affecting our ability to source and launch series. 

Disputes with Clients or third parties may be protracted, expensive, and reduce cash available for distribution.

We may be involved in disputes or enforcement actions that are costly and uncertain. Contract enforcement with Clients, disputes regarding Brand Amount payment calculations, or third-party claims could require significant time and expense and could result in delays, settlements, or losses not fully recoverable from counterparties. Arbitration or litigation may require specialized counsel and expert analysis of compensation records, increasing costs and uncertainty. 

Payment mechanics and security interests may not perform as intended under league, union, or state-level constraints.

Even with direct-pay instructions and UCC filings, practical enforcement may be limited. Team payroll systems, league or union rules, and state law limitations on assignment or garnishment can hinder or delay payment flows. The priority, scope, and enforceability of security interests in Brand Income may vary and may not fully protect a series. In contested scenarios, we may face competing claims or need court intervention to perfect or realize on collateral. 

Inconsistent or incomplete public data can impede reconciliation and increase reliance on Client cooperation.

Documentation asymmetry and reliance on public sources may create verification gaps. Publicly reported compensation may omit bonuses, incentives, or non-standard payments; reconciling public data with actual receipts may require cooperation and documentation from the Client that may not be promptly available. Where deductions are permitted by the BAA, additional documentation may be necessary to validate net Brand Income amounts.

Cancellations, postponements, or format changes to games and events can diminish Brand Income and marketing value.

Force majeure events, public health concerns, safety incidents, travel restrictions, or venue issues may cancel or modify seasons, games, or appearances that affect player compensation triggers and the efficacy of brand campaigns, reducing expected cash flows. 

Labor actions, strikes, or lockouts can reduce or postpone athlete compensation and disrupt campaigns.

Collective bargaining negotiations or labor disputes in professional leagues and player associations can lead to work stoppages, schedule changes, or rules that reduce or defer compensation, directly reducing Brand Income and limiting marketing opportunities. 

Technology and vendor dependencies introduce operational and cybersecurity risks that could disrupt offerings and harm investors.

We rely on an online platform and third-party vendors; operational failures or cybersecurity incidents could disrupt offerings, compromise investor data, or delay distributions. Platform outages, payment processing failures, vendor downtime, or cyberattacks could cause reputational damage, regulatory exposure, and financial losses, and could materially impair our operations and investor confidence. Mandatory breach notifications, remediation costs, and potential regulatory inquiries could further strain resources, and mere perception of security weaknesses could reduce demand for our offerings.

Reputational harm, brand safety incidents, or public controversies involving us or a Client could materially damage our business.

Our platform, brand partners, and investor demand are sensitive to reputation. Athlete or Company controversies, social media incidents, allegations of misconduct, political speech, or brand-safety concerns can trigger sponsor pullbacks, platform restrictions, or consumer backlash that reduce demand, constrain new Client sourcing, or force us to terminate campaigns. Third parties may amplify negative narratives online, and content-moderation or platform policy changes can limit the reach of campaigns and our marketing channels.

Our small team depends on a limited number of key personnel with specialized industry relationships.

We rely on a lean management team and a few employees and advisors with athlete, agent, and league relationships. Loss of any such personnel, difficulty in recruiting or retaining experienced sports/entertainment, compliance, or technology staff, or constraints imposed by non-compete and non-solicitation obligations could impair sourcing, negotiations, compliance, and operations for extended periods.

Failure to achieve scale could leave per-series costs elevated and erode investor returns for an extended period.

We may lack the scale necessary to realize operating efficiencies, resulting in higher per-series costs for an extended period. If we are unable to launch a sufficient number of series, we may not achieve the economies of scale required to reduce unit costs of technology, compliance, and operations, which could depress returns. Persistent fixed costs (including platform, audit, legal and compliance) could consume a disproportionate share of Brand Amount payments in early series, delaying or eliminating distributions.

We face intense competition from established agencies, lenders, collectives, and new market entrants for athlete relationships and sponsor dollars.

Larger, well-capitalized competitors may offer athletes more favorable economics, bundled services, advances, or cross-promotional benefits. They may also leverage long-standing relationships with teams, leagues, and sponsors to steer opportunities away from us. Competitive pressure can increase our sourcing costs, compress margins, delay closings, and reduce available Brand Amount payments.

Assumptions regarding a Client’s potential to generate Brand Income may prove inaccurate, and investors should not rely on any expectation regarding the timing or likelihood of advancement to, or participation in, any qualifying professional league or competition.

In connection with any series, the Manager may consider assumptions and judgments concerning a Client’s athletic development, professional opportunities and potential to earn qualifying compensation in a qualifying professional league or competition. Any such assumptions are inherently subjective and speculative, may be based on incomplete or rapidly changing information, and could prove to be materially incorrect. There can be no assurance that any Client will be promoted, signed, retained, remain healthy, continue to perform at a level necessary to earn qualifying compensation, or generate any Brand Income within any expected period or at all. Because compensation earned in certain leagues, levels, assignments or activities may be excluded from Brand Income under the applicable Brand Advisory Agreement, investors may not receive any return unless and until the Client earns compensation that constitutes Brand Income under that agreement. As a result, if assumptions regarding a Client’s career trajectory or earning potential are wrong, investors could lose all or a substantial portion of their investment.

Prospect rankings and third-party scouting evaluations are subjective, may change materially, and do not establish that a Client will reach or remain at a compensation level that generates Brand Income.

In describing a Client and the Manager’s evaluation of the related Brand Advisory Agreement, we may refer to prospect rankings, scouting grades, statistical measures and other evaluations published by third parties such as MLB Pipeline, Baseball America and FanGraphs. Those rankings, grades and evaluations are subjective opinions prepared by individual publications using differing and undisclosed methodologies and incomplete information, are not audited or independently verified by us, and may conflict with one another. Organizational rankings measure a player only relative to other players within the same organization and do not indicate a player’s standing relative to all professional players. Rankings, grades and estimated arrival dates can change materially, and frequently do, as players develop or fail to develop, sustain injuries, are promoted or demoted, graduate to the major leagues or enter or leave an organization. A favorable ranking, an improving ranking, a favorable grade in any single area or an estimated arrival date does not establish that a Client will be promoted, be added to a roster, receive regular playing time, remain employed at any level, reach any particular compensation stage or generate any Brand Income within any period or at all. Published analyses indicate that approximately 70% of highly ranked prospects do not meet the performance expectations associated with their ranking. Investors should not rely on any ranking, grade, estimated arrival date or other third-party evaluation in deciding whether to invest in any series.

Even robust payment and enforcement provisions may not prevent shortfalls, delays, or losses.

Contractual mechanisms may not fully assure timely or complete payment. Although the BAA includes payment instructions, reporting obligations, audit rights, and a security interest in Brand Income, practical or legal constraints could limit enforcement, and delays or underpayments may occur that we cannot fully prevent or recover. Enforcement may require costly and uncertain litigation or arbitration against the Client or third-party payors, and insolvency or bankruptcy of a Client could further impair recoveries. Payment instructions may be subordinated or delayed by league, union, or team payroll constraints, and security interests may require court intervention to perfect or enforce. In addition, setoff rights, counterclaims, or anti-assignment provisions in underlying agreements, and the automatic stay in bankruptcy, may delay or prevent collection despite contractual remedies; perfection and priority of security interests under the UCC can vary by jurisdiction and may necessitate additional filings or court relief.

Remedies tied to termination, suspension, or reinstatement may be delayed, disputed, or uncollectible.

Termination, suspension, or reinstatement provisions may not adequately protect a series. While BAAs may include clawbacks and reinstatement rights if a Client voluntarily ceases and then resumes their career, the timing, collectability, and enforceability of such remedies are uncertain and may vary by jurisdiction or fact pattern, leading to losses even where remedies exist on paper. Insurance, where available, may not fully offset losses from death or disability, and the costs of pursuing remedies may exceed potential recovery.

If a Client voluntarily ceases participation in the Client’s Principal Business, Brand Income may stop and contractual remedies may not be sufficient for investors to recover their investment.

Under the form BAA, if a Client voluntarily ceases to engage in the Client’s Principal Business before the fifth anniversary of the Effective Date, other than for Good Reason, the Client must repay to the applicable series, as liquidated damages, an amount equal to the aggregate Initial Advisory Payment actually received by the Client, plus interest, minus Brand Amount payments actually made by the Client to the series before the early cessation. Certain Brand Advisory Agreements instead calculate the repayment as the amount required to cause the applicable series to realize a specified internal rate of return on the aggregate Initial Advisory Payment actually paid. Under each approach, the amount repayable is reduced by a specified percentage for each year of the Client’s continued participation in the Principal Business and is eliminated entirely after a specified anniversary, so the protection afforded to a series declines over time and may be unavailable notwithstanding an early cessation. This remedy is intended to protect the series if a Client voluntarily stops participating in the Client’s Principal Business during the early years of the BAA. However, the remedy may be disputed, delayed, difficult to collect or unavailable in full, including because it is a contractual claim against an individual whose ability to pay may be uncertain following the cessation of a professional sports career and because the series may be required to pursue arbitration or litigation to collect it at its own cost, and there can be no assurance that any repayment would be sufficient for investors to recover their investment after payment of expenses, reserves and other series-level obligations.

The form BAA does not provide the same liquidated damages repayment right if a Client voluntarily ceases to engage in the Client’s Principal Business on or after the fifth anniversary of the Effective Date, although the series retains rights to Brand Income earned during the Term and any rights that survive expiration or termination. If a Client voluntarily ceases participation after that five-year period, or if the Client ceases participation for Good Reason, the series may receive little or no additional Brand Income unless and until the Client resumes participation in the Client’s Principal Business or otherwise earns covered compensation. The BAA term generally continues until the earlier of two years after the Client’s official retirement or permanent cessation from actively engaging in the Principal Business, subject to automatic continuation if the Client resumes the Principal Business during that two-year termination tolling period, and the 25th anniversary of the Effective Date. If the Client resumes active participation in the Principal Business after the end of the termination tolling period and the BAA has terminated, the BAA may require Brand Percentage payments to a Revenue Share Trust for the former members of the applicable series, but those rights may be difficult to administer, enforce or collect.

As a result, a Client’s voluntary retirement, resignation, career change or other cessation of participation in the Client’s Principal Business may materially reduce or eliminate Brand Amount payments to the related series. This risk is particularly significant if the Client has not yet generated substantial Brand Income, if the Client’s career is short, if the Client does not reach a compensation level sufficient to produce meaningful Brand Amounts, or if any repayment, trust or other post-cessation remedy is delayed, disputed or uncollectible. In those circumstances, the related series may not generate sufficient Free Cash Flow to make distributions, and investors may lose all or a substantial portion of their investment.

Limited transparency into non-public compensation and deductions can create verification gaps and disputes.

We depend on accurate, timely reporting from Clients, and on our right to review underlying records. Even with semi-annual reporting and audit rights, we may have limited visibility into non-public compensation or timing differences, which can cause disputes, delays, or shortfalls in Brand Income and could increase costs to verify or enforce compliance. Public sources may omit bonuses, deferred comp, or non-standard payments, and deductions permitted in the BAA may be difficult to substantiate without cooperative documentation from the Client.

Risks Related to Government Regulation

Regulatory and stakeholder scrutiny could limit or prohibit income-sharing structures, payment mechanics, or marketing channels.

Our model may face negative public perception or regulatory scrutiny in the sports ecosystem. Leagues, players’ associations, or regulators could view income-sharing arrangements unfavorably and impose restrictions that limit our ability to structure BAAs, receive payments, or market our offerings, which could reduce or eliminate expected cash flows to a series. Rule changes or guidance regarding assignment of income, wage garnishment limits, collective bargaining outcomes, or name, image or likeness (NIL) restrictions could require us to modify or unwind arrangements or increase compliance costs. Negative media attention or advocacy by athlete groups could also impair our ability to source Clients or complete offerings. 

Compliance with state athlete agent, talent agency, and marketing regulations may constrain our activities and increase costs.

Many jurisdictions require registration, licensing, bonding, or other compliance for those engaging in athlete representation, endorsements, or marketing. Missteps or differing interpretations could result in fines, restrictions on activity, or voidability of certain agreements, and adapting to multi-jurisdictional requirements will increase costs.

We could face claims of interference, non-compete violations, or breach arising from existing agent or endorsement agreements.

In pursuing Clients and brand campaigns, we may encounter preexisting agency, endorsement, or management contracts. Counterparties could assert tortious interference, non-compete or exclusivity violations, or other claims that disrupt BAAs, delay campaigns, or result in damages or injunctions.

We may encounter disputes over rights of publicity, trademarks, and content usage.

Campaigns and promotional content rely on proper clearance of name, image, and likeness, logos, footage, and music. Errors or disputes can lead to takedowns, claims for statutory damages, loss of campaign revenue, and reputational harm; insurance may not cover all such claims.

The tax treatment of the Units is complex and distributions may be subject to corporate-level taxation that reduces amounts available for distribution.

We intend that the Company and each series be treated as a corporation for U.S. federal income tax purposes. As a result, each series will be subject to U.S. federal corporate income tax on its taxable income. Distributions to investors will generally be taxable as dividends to the extent of the series’ current and accumulated earnings and profits, and will not be deductible by the series, resulting in two levels of taxation (at the corporate level and again at the investor level). Future changes in federal, state, or local tax laws could increase the corporate tax rate or modify the taxation of dividends, adversely affecting investor after-tax returns. Additionally, state and local income taxes may apply to the series and to investors receiving distributions.

The series will be subject to corporate income tax, and distributions will be taxed as dividends.

Because each series intends to be taxed as a corporation, it will pay U.S. federal corporate income tax on its taxable income (currently 21%). Distributions to investors will then be taxable as dividends to the extent of earnings and profits, resulting in two levels of taxation. Dividends may qualify for reduced rates as “qualified dividend income” if holding period requirements are met, but there is no assurance. Additionally, Congress may change the corporate tax rate or dividend tax treatment, which could adversely affect investor after-tax returns.

The series may be subject to additional penalty taxes.

Corporations that accumulate earnings beyond reasonable business needs may be subject to an accumulated earnings tax. Additionally, if (i) more than 50% of a series’ Units are owned by five or fewer individuals and (ii) at least 60% of its income is passive income, the series could be classified as a personal holding company, potentially subjecting it to an additional 20% tax on undistributed income. While the Manager intends to manage distributions to minimize these risks, no assurance can be given that these taxes will not apply.

Legal and policy changes may reduce Brand Income or increase costs in ways we cannot predict or control.

Changes in law, league rules, collective bargaining agreements, or tax policy could adversely affect Brand Income and series economics. Legislative or policy shifts concerning assignment of income, wage garnishment limits, personal services contracts, privacy, or data security could reduce cash flows or increase costs. Multi-jurisdictional tax or privacy regimes could also complicate reporting and enforcement across states or countries.

We are exposed to evolving advertising, consumer protection, and data privacy rules that govern digital marketing.

Endorsement disclosure rules, advertising standards, and privacy laws (including consent, targeting, and data minimization requirements) may limit targeting capabilities, increase compliance costs, and reduce campaign performance. Platform policy changes can restrict content types or paid reach.

International operations, sanctions, anti-corruption, and trade controls present additional compliance and business risks.

If we or our Clients participate in international campaigns or contracts, we may be subject to sanctions, export controls, anti-bribery/anti-corruption, and localization rules. Violations can lead to severe penalties, while compliance costs, currency controls, or geopolitical tensions may limit opportunities and delay payments.

Risks Related to Conflicts of Interest

Our Manager earns fees and expense reimbursements from each series regardless of performance, creating conflicts of interest with investors.

The Manager and its affiliates will receive compensation from each series in the form of fees and reimbursed expenses, which are paid before any distributions to investors. In particular, the Manager charges each series a one-time Negotiation Fee (for sourcing and executing the Brand Advisory Agreement) and an ongoing, annual Maintenance Fee for managing the series and providing services. These fees are due to the Manager irrespective of how well the series’ investment performs. For example, the Manager will collect its Maintenance Fee at regular intervals even if the series has not yet earned significant Brand Income. However, the Maintenance Fee shall not accrue or become payable unless and until the series is generating revenue from the Client. Additionally, the Manager is entitled to reimbursement of Operating Expenses it incurs on behalf of the series, such as insurance, legal, accounting, and other costs, which means the Manager can recover its expenditures from series funds. The priority of these payments to the Manager may incentivize the Manager to conduct series business in a way that secures its fees and repayments, potentially at the expense of maximizing returns for investors. Because these costs are deducted from series cash flows (often in advance of distributions), they reduce the Brand Amount payments that ultimately reach investors and could even strain a series that is not yet profitable. In extreme cases, if a series has very low income, the requirement to pay fees and expenses could consume most or all of its cash, delaying or preventing any investor distributions. Investors should be aware that the Manager’s financial interest (to receive steady fees) may not always align with their own interest (to receive net profits), and this misalignment is an inherent conflict in our structure.

The Manager’s Negotiation Fee, which is tied to the Initial Advisory Payment made to a Client, may incentivize the Manager to agree to less favorable deal terms for the series.

When the Manager signs a Brand Advisory Agreement with a Client, it earns a Negotiation Fee that is calculated as a percentage of the Initial Advisory Payment plus certain related costs. This structure creates a potential conflict of interest, because a larger Initial Advisory Payment to the Client results in a higher Negotiation Fee to the Manager. The Manager could thus have a financial incentive to increase the size of the Initial Advisory Payment or to accept terms that are more generous to the Client, in order to generate a greater immediate fee for itself. A higher payment to the Client means that the series is paying more for the same Brand Percentage, which could reduce the potential return for investors. Investors would generally prefer that the series negotiate the lowest Initial Advisory Payment reasonably achievable for a given share of future income, but the Manager’s fee arrangement may create an incentive to the contrary. There is also a risk that the Manager may be incentivized to close transactions in order to collect fees and demonstrate business progress, even if such transactions have narrow margins or weaker prospects for investors. While the Manager is obligated to act in good faith, this structural incentive could lead to conflicts in negotiation strategy. Investors rely on the Manager to balance these interests appropriately, but they should recognize that the Manager’s compensation structure is not directly based on long-term series performance and may at times diverge from investors’ interests.

The Manager has discretion to allocate opportunities and resources among different series and business activities, which could lead to conflicts of interest.

As the sponsor of multiple series, the Manager will decide how to allocate its time, attention, and resources across the series and any future offerings. There is a risk that the Manager may favor certain series or Clients over others. For example, if the Manager identifies multiple potential athlete deals but has limited capital or bandwidth, it will choose which series to pursue first or most aggressively. The Manager might be incentivized to channel the best opportunities to new series that it is launching (to attract investors), possibly to the detriment of existing series which also rely on its efforts. Additionally, expenses that benefit multiple series or the Platform as a whole, such as marketing campaigns or technology improvements, might be allocated in a way that does not perfectly reflect the benefit to each series, affecting their financial results. Because the Manager also effectively controls the Allocation Policy for expenses and the overall strategy of the business, it could make decisions that advance the growth of the Platform or the Manager’s own expansion goals while imposing costs or constraints on a given series. These conflicts are inherent in a structure where one Manager oversees many separate series. Although the Manager has a duty to allocate opportunities in good faith, it is not bound by any exclusive duty to any single series or investor. Investors in each series must depend on the Manager to balance these competing interests fairly, but there is a possibility that certain series (or the Manager’s own interests) could be prioritized in a way that negatively impacts other series.

Our Manager and its affiliates are engaged in other business activities, potentially including ones that compete with our Company, and they have no exclusive duty to us.

The Manager is not required to devote its full time or effort to our series and is free to pursue other ventures. the Operating Agreement explicitly permits the Manager and its officers or affiliates to have business interests and engage in activities in addition to those relating to the Company or any series, including business activities that may be in direct competition with us. Accordingly, the principals of the Manager could manage another fund or platform that finances athletes, or advise or invest in athletes outside of our series structure, without any obligation to share those opportunities with us. The Manager is under no obligation to offer every potential athlete deal to our Company, and it could allocate attractive opportunities elsewhere for its own benefit. Additionally, since the Manager’s fiduciary duties have been significantly limited or waived by our Operating Agreement, investors cannot rely on traditional fiduciary principles to prevent self-dealing or appropriation of corporate opportunities by the Manager. As a result, the Manager may make decisions based on its broader business interests rather than solely on the interests of any particular series. If a conflict arises between the interests of our series and the interests of the Manager or another business activity, the Manager might resolve it in favor of those other interests. Investors will not have recourse if the Manager chooses to engage in outside enterprises or if those activities negatively impact the time and attention the Manager can devote to our series.

Our Manager may act in its own interests and has eliminated fiduciary duties to the fullest extent permitted by law, which may result in decisions that are adverse to us, a series or holders of Units.

Our Operating Agreement provides that, in exercising its rights as managing member, the Manager may consider only such interests and factors as it determines in its sole discretion, including its own interests, and has no duty or obligation, fiduciary or otherwise, to consider the interests of the Company, any series or any holders of Units. The Operating Agreement further provides that the Manager will not be subject to duties or standards that might otherwise apply under the Operating Agreement, the Delaware Limited Liability Company Act, other law, rule or regulation, or principles of equity, to the fullest extent permitted by law. The Operating Agreement does not, however, eliminate the implied contractual covenant of good faith and fair dealing owed by the Manager under applicable law. As a result, the Manager may make decisions that benefit itself or its affiliates but adversely affect the Company, one or more series or holders of Units. For example, the Manager may cause the Company or a series to enter into transactions with affiliates, allocate time and resources among different series or business opportunities in a manner that favors the Manager’s own interests, or decline to take actions that holders of Units believe would maximize value. Because holders of Units will have limited ability to challenge these decisions, and because the Manager has expressly disclaimed fiduciary duties to the fullest extent permitted by law, holders of Units may have fewer protections than investors in entities whose governing documents impose traditional fiduciary obligations. This could materially and adversely affect the value of your Units and your ability to obtain a remedy for actions you believe are contrary to your interests.

Shared expenses and overhead allocations may burden some series disproportionately.

Some costs may be difficult to allocate precisely among series, creating a risk of disproportionate expense burdens. Even with an allocation policy, shared services, platform costs, and other overhead items may be apportioned in a manner that benefits certain series more than others, adversely affecting the net returns of particular investors. Costs not clearly attributable to a specific series may be spread across all active series, which reduces cash available for distribution in the affected series.

The Manager’s role as both the operator of the Platform and the representative for each series creates potential conflicts, including in transactions with affiliates.

The Manager makes all decisions for each series and also controls the Platform through which series offerings are conducted and managed. The Manager or its affiliates may provide services to the Company in addition to management services. For example, an affiliate of the Manager could act as a technology provider for the Platform or as a broker-dealer or marketing agent in our offerings. When the Manager uses an affiliated service provider, that affiliate might receive fees or other benefits from the arrangement, which may not be on arm’s-length terms. Even if disclosed, such transactions create a conflict of interest because the Manager might favor its affiliate with Company business, potentially at a higher cost than an independent third party might charge. Additionally, the Manager oversees the provision of brand advisory and marketing services to Clients , some of which may be outsourced to affiliates or related parties of the Manager. The Manager might have an incentive to steer contracts or assignments to those affiliates to benefit its broader corporate family, even if another provider might be more qualified or cost-effective. Because the Manager acts on both sides of any affiliated transaction , as the party engaging services on behalf of the series and as the economic beneficiary of the affiliate providing such services, there is a risk that such arrangements may not be as favorable to the series as arm’s-length arrangements with independent third parties. While our policy is to disclose material affiliated transactions and for the Manager to ensure terms are fair, investors should be aware that conflicts can arise in these situations. The Manager’s judgment may be influenced by the interests of its corporate group, and that could impact operating expenses, quality of service, or other aspects of the series’ performance.

The Manager may hold Units or other financial interests that could diverge from the interests of other investors.

The Operating Agreement does not prohibit the Manager or its affiliates from investing in Units, and the Manager has the right under the Operating Agreement to purchase units in a series. If the Manager or its principals hold Units in a series, it might gain access to information or opportunities not available to other investors, and it could have incentives to influence series decisions for its own benefit as an owner. For example, if the Manager holds Units and there arises a chance to sell the series’ assets or the athlete’s contract interest, the Manager might weigh its dual role when deciding whether to approve such a transaction. Conversely, if the Manager or its affiliates do not hold Units in a series, they may lack a direct economic interest in the series’ performance, which could affect their risk appetite or commitment to maximizing investor returns. It is also possible that the Manager could sell its Units , if it holds any, at a time or in a manner that is not communicated to other investors, or that it could vote any units it holds in its own interest on matters where investors are entitled to vote. While the Manager’s ownership in a series could align interests up to a point , because the Manager would share in distributions pro rata on its Units,, it also creates a potential conflict because the Manager’s liquidity needs or strategic objectives might not match those of passive investors. Furthermore, the Manager, by virtue of its control, could influence the timing of distributions or the series’ exit in a way that benefits its own position , including deferring distributions if it has a longer investment horizon or accelerating distributions if it seeks earlier returns. All of these scenarios present conflicts of interest between the Manager and the investors. Investors must rely on the Manager to act fairly and in accordance with its contractual duties, but they should recognize that the Manager’s financial interests in the series or the absence of such interests, may affect its decisions. 

Manager and affiliate promissory notes may be repaid before distributions or converted into Units, reducing available cash, diluting investors and creating conflicts of interest.

Each series offered hereby has issued a promissory note to the Manager or a related party for Series purposes, including funding all or a portion of the applicable Initial Advisory Payment and, where applicable, other Series-level obligations. Depending on the applicable note and the amount raised in the related series offering, offering proceeds or future Series cash may be used to repay the note before distributions to investors, reducing cash otherwise available for reserves, operations or distributions. The holder may also have the right to convert outstanding principal and, where applicable, accrued interest into Units at the offering price or another contractually determined conversion price, which would dilute investors. Because the Manager or a related party is a creditor and may become or already be a Unit holder, while the Manager controls offering closings, reserves, distributions and other Series decisions, its economic interests may not align with those of other investors. See “Dilution” and the applicable discussion under “Description of the Series and Their Assets” for more information.

If a series’ Operating Expenses exceed its revenues, investors may experience reduced distributions or dilution.

Operating Expenses related to a particular series incurred post-closing shall be the responsibility of the series. However, if a series lacks sufficient cash reserves or revenues to meet its Operating Expenses, the Operating Agreement provides that the Manager may, in its sole discretion: (a) cause additional Units to be issued in such series; (b) pay such excess Operating Expenses and not seek reimbursement; or (c) enter into an agreement pursuant to which the Manager loans to the series an amount equal to the excess Operating Expenses (an “Operating Expense Reimbursement Obligation”), on which the Manager may, in its sole discretion, impose a reasonable rate of interest at a rate no less than the Applicable Federal Rate (as defined in the Code). Operating Expense Reimbursement Obligations become repayable when cash becomes available for that purpose and the Operating Agreement expressly nets Operating Expense Reimbursement Obligations from the Free Cash Flow available for distribution. If there is an Operating Expense Reimbursement Obligation, the reimbursable amount would be repaid from the Free Cash Flow generated by the applicable series and could reduce the amount of any future distributions payable to investors in that series. If additional Units are issued in a particular series, this would dilute the current value of the Units of that series held by existing investors and the amount of any future distributions payable to such existing investors.

If there is an Operating Expense Reimbursement Obligation, this reimbursable amount between related parties would be repaid from the Free Cash Flow generated by the applicable series and could reduce the amount of any future distributions payable to investors in that series. If additional Units are issued in a particular series, this would dilute the current value of the Units of that series held by existing investors and the amount of any future distributions payable to such existing investors. Further, any additional issuance of Units of a series could result in dilution of the holders of that series.

Risks Related to This Offering and Ownership of Our Units

Your investment is limited to a single series and may not be insulated from cross-series claims in all scenarios.

Investing in a series is not an investment in the Company as a whole, and you will not benefit from the assets of other series. Each series is intended to be legally separate; however, there is residual risk that liabilities could be alleged to extend beyond a single series, particularly in insolvency or where separateness formalities are not perfectly observed. Bankruptcy courts or non-Delaware courts may not fully respect series separateness, exposing one series to another series’ liabilities in extreme cases.

Series LLC liability shields are not guaranteed to be upheld in all jurisdictions or in bankruptcy.

Our series limited liability structure is novel and may not be respected by courts, potentially exposing investors to liabilities of other series or the Company. We have organized the Company as a Delaware series limited liability company, which allows assets and liabilities to be segregated by series under Delaware law. In theory, this means that the creditors of one series should have no claim against the assets of another series or the Company as a whole, so long as certain conditions are met. However, the series structure remains relatively untested in many jurisdictions. There is no assurance that the internal liability shields of a Delaware series LLC will be respected in all circumstances. While Delaware law provides for series separateness, there is limited bankruptcy precedent, and a court could determine that cross-series or company-level assets should satisfy liabilities, which could materially harm investors in otherwise unrelated series. Observing strict separateness with respect to books, accounts, legends and operations is essential but may not eliminate risk. Administrative convenience, including centralized cash management, shared vendors or pooled reserves, if not carefully documented and allocated, could be viewed as commingling and increase the risk of veil-piercing or substantive consolidation.

Our Tier 2 Regulation A structure provides reduced reporting and evolving compliance obligations that may deter investors.

We are conducting offerings under Tier 2 of Regulation A, which subjects investors to reduced reporting compared to Exchange Act issuers and introduces regulatory uncertainty. Scaled disclosure, semi-annual reporting, and evolving state notice practices may reduce investor transparency or appetite, impairing capital formation and our growth prospects. Regulatory interpretations of Reg A continue to evolve and could impose new requirements on our offerings or ongoing reports, increasing costs or limiting access to certain states. 

Our reliance on Investment Company Act and Advisers Act exclusions could be challenged, forcing costly restructuring or registration.

We are not registered under the Investment Company Act or the Investment Advisers Act and we rely on exclusions and interpretive positions that could be challenged. Any requirement to register the Company as an investment company or the Manager as an investment adviser could materially increase costs, restrict operations, or force us to restructure or wind down affected series, causing losses. In addition, we do not provide personalized investment advice to investors; any change in interpretations around online platforms, solicitation, or advice could require changes to our practices, add compliance burdens, or limit communications.

Securities law anti-fraud standards apply to all of our communications, creating rescission and enforcement risks if disclosures are inaccurate.

We are subject to rigorous anti-fraud obligations and must ensure all communications are accurate and not misleading. Any material misstatement or omission in our offering materials or ongoing updates could lead to rescission claims, regulatory enforcement, or litigation, imposing financial and reputational harm on the Company and affected series. We must also promptly update investors about material developments; failure to do so could compound liability and undermine investor trust. Claims under Section 12(a)(2) of the Securities Act or Rule 10b-5 under the Exchange Act, among others, could result in damages, rescission, or penalties and divert significant management time.

There is no public market for our Units, the Manager is not required to approve or maintain any ATS for secondary trading, and you may not be able to sell or transfer your investment for an indefinite period of time.

Each series of the Company is a unique, privately offered security. The Units are not listed on any stock exchange or recognized trading market, and no investor should assume that an active, liquid or sustained secondary market for the Units will develop. The operating agreement permits, but does not require, the Manager to approve an alternative trading system, or ATS, for secondary trading of Units of a Series. If the Manager approves an ATS for a Series, Units of that Series may be eligible to trade through the approved ATS, subject to applicable law, the rules and procedures of the ATS, the Company’s transfer agent arrangements, and any conditions or procedures established by the Manager from time to time. Under the operating agreement, a transfer of Units effected through an ATS approved by the Manager is an “ATS Transfer.” An ATS Transfer is not subject to certain otherwise applicable transfer restrictions under the operating agreement, including the Manager’s consent requirement, prior notice requirements, and any right of first refusal, lock-up or similar restriction that may be included in a Series Designation. Notwithstanding this exception, ATS Transfers remain subject to compliance with applicable securities laws and any eligibility, documentation, settlement, trading, transfer agent, anti-money laundering, sanctions, investor suitability, tax, regulatory, or other conditions or procedures that the Manager may establish. A purchaser in an ATS Transfer will be admitted as a Substitute Economic Member, become the Record Holder of the transferred Units, and be deemed to agree to the operating agreement only when the transfer is recognized in accordance with the procedures established by the Manager and reflected in the Company’s books and records. The Manager may suspend, limit or condition transfers through an approved ATS if the Manager determines that doing so is necessary or appropriate to comply with applicable law, protect the Company or any Series, preserve the status of the Company or any Series for tax, regulatory or other purposes, or administer the books and records of the Company or any Series. As a result, if you need liquidity or want to exit your investment, you may be unable to find any buyers, and even if an ATS is available for a Series, you may be unable to resell your Units when desired, at an acceptable price, or at all. Any resale may be delayed, restricted, suspended or conditioned by securities law requirements, ATS or transfer agent procedures, investor eligibility requirements, settlement procedures, tax or regulatory considerations, or actions taken by the Manager under the operating agreement. You should consider the Units as a long-term, illiquid investment and invest only funds that you can afford to have tied up for an extended period or potentially lost entirely.

Any approved ATS may not provide liquidity and trading prices may be volatile or below the offering price.

Even if the Manager approves an ATS for a Series and Units of that Series become eligible for secondary trading, there may be little or no trading volume, few or no willing buyers, wide bid-ask spreads, significant price volatility or no reliable market price for the Units. Any trading price may be affected by factors unrelated to the underlying performance of the applicable Series, including limited public information, investor sentiment, trading volume, platform rules, transfer restrictions, transaction costs, tax considerations and the financial circumstances of individual sellers. Units may trade at prices below the offering price, below an investor’s purchase price or below any value the investor believes reflects the Series’ assets or prospects. The availability of an ATS, if any, should not be viewed as an assurance that investors will be able to resell Units at any particular time, price or volume.

Transfers through an approved ATS would depend on third-party systems and compliance procedures, and operational or regulatory issues could delay, restrict or prevent transfers.

Any ATS Transfer would be subject to the rules and procedures of the approved ATS, the Company’s transfer agent arrangements, broker-dealer, custody, escrow, settlement and other ancillary arrangements, and eligibility, documentation, anti-money laundering, sanctions, investor suitability, tax, regulatory and other conditions or procedures established by the Manager. Failures, delays, outages, data errors, rejected documentation, identity verification issues, settlement failures, transfer agent processing issues, broker-dealer or ATS restrictions, changes in law or regulation, or regulatory or compliance concerns could delay, restrict, suspend or prevent attempted purchases or sales of Units through an ATS. If an ATS, transfer agent, broker-dealer or other service provider modifies, suspends or terminates its services, experiences operational problems or determines that transfers should not proceed, investors may be unable to complete or settle transactions when desired or at all. These risks could impair liquidity, create disputes, increase administrative costs and adversely affect the value or transferability of Units.

The Manager has broad discretion over any ATS listing or trading arrangement, which may create conflicts and may adversely affect liquidity.

The operating agreement gives the Manager broad authority to approve an ATS for a Series, determine whether and when Units may be listed or eligible for trading, enter into listing, ATS participation, transfer agent, broker, dealer, settlement, custody, escrow, compliance, tax, regulatory and other ancillary agreements, impose conditions or procedures for transfers, and suspend, limit, condition or terminate any ATS listing or trading arrangement. The Manager may exercise this authority without further investor consent and may do so based on legal, regulatory, tax, administrative, business, reputational or other considerations that may differ from the liquidity preferences of individual investors. The Manager may also have conflicts of interest in deciding whether to pursue, maintain, suspend or terminate an ATS arrangement, including because ATS availability may affect the attractiveness of future offerings, the Manager’s Platform strategy, service provider relationships, administrative burdens, costs borne by a Series or the Manager’s own holdings or business interests. Any exercise of this discretion could reduce or eliminate expected liquidity, delay or prevent transfers, increase Series expenses or adversely affect the marketability or value of Units.

Promotional activity relating to any approved ATS could create regulatory, reputational or liability risks.

If secondary trading functionality is launched through an approved ATS, the Company, the Manager, a Series, a Client or other service providers may engage in limited platform-level awareness or educational activities relating to the approved ATS. Any such communications must comply with applicable securities laws, broker-dealer and finder restrictions, advertising and endorsement requirements, and Company policies. If promotional or educational materials are inaccurate, incomplete, misleading, insufficiently supervised, not accompanied by required disclosures, or viewed by regulators as impermissible solicitation, investment advice, broker-dealer activity, finder activity or transaction-based promotion, the Company, the Manager, a Series or participating Clients or service providers could face regulatory scrutiny, enforcement action, rescission claims, litigation, reputational harm or restrictions on communications or trading activity. These risks could increase costs, require changes to ATS-related activities, delay or suspend secondary trading arrangements, or adversely affect investor confidence in the Platform and the Units.

Investors electing to pay for their Units with a credit card may impact the return on their investment.

Investors in this offering have the option of paying for their investment with a credit card. Interest or other fees you may incur related to using that form of payment may increase the effective purchase price of the Units you purchase in this offering. For example, you may incur interest on unpaid card balances, and credit card interest rates can be high, more than 20% in certain cases. 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 the purchase of securities and will subject you to risks inherent in this form of payment, including that, if you fail to make a credit card payment , such as 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, as is the case in this offering, 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 SEC’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.

Where a series offering has no Minimum Offering Amount, subscription funds will not be held in escrow and will be applied even if the series raises substantially less than its Maximum Offering Amount.

Where the Manager has funded all or a portion of the Initial Advisory Payment through a Manager Promissory Note before the initial closing, the applicable series offering generally has no Minimum Offering Amount. In those offerings, subscription funds are not held in escrow pending satisfaction of any minimum subscription threshold, accepted subscription funds are transferred directly to the account of the applicable series upon acceptance of the subscription and closing, and the initial closing occurs on a date determined by the Manager in its sole discretion. As a result, investors in those offerings do not have the benefit of a minimum funding condition, their funds may be applied even if the series raises substantially less than its Maximum Offering Amount, and they will not receive a return of their subscription funds if the amount raised proves insufficient for the series to fund its obligations or to operate. Because a substantial portion of gross proceeds is applied to the Initial Advisory Payment, the Broker Fee, the Negotiation Fee and Vendor Fees, a series that raises less than its Maximum Offering Amount will have proportionally less available for reserves and other Series-level obligations, and may depend on additional loans or advances from the Manager or an affiliate on terms determined by the Manager, which could result in delayed or reduced distributions or in dilution. The Series Offering Table identifies which series offerings have a Minimum Offering Amount and which do not.

Distributions, if any, will vary and may be delayed, reduced, or suspended.

The timing and amount of distributions are uncertain and depend on the Client’s payment cadence, our expense profile, and reserves. Even if the Brand Amount payment is received, we may establish or increase reserves, delay distributions, or experience operating or enforcement costs that materially reduce distributable cash. Investor-level tax obligations may arise even in periods with little or no cash distributions if a series recognizes taxable income.

Pricing of Units and BAA rights is uncertain and may not reflect realizable value.

Valuation of Units and underlying BAAs is inherently uncertain. Outcomes depend on a single athlete’s career path and contract trajectory, with limited comparable market data; initial pricing and any subsequent indications of value may not reflect realizable outcomes. External events (market cycles, league changes, or Client-specific news) may cause rapid repricing unrelated to fundamentals.

Our evolving internal controls may not prevent errors or delays in reporting and compliance.

Deficiencies in internal controls or financial reporting could impair transparency and compliance. As a growth-stage company, we may experience control gaps or delays as we scale systems and staff, which could lead to errors, amendments, or adverse regulatory or investor reactions. Limitations in segregation of duties and reliance on third-party systems may heighten these risks until we reach greater scale.

Each series is a single-Client exposure with no built-in diversification.

Each series represents exposure to a single Client. Lack of diversification means that adverse events affecting the Client will directly and disproportionately impact the related series. Investors seeking diversification must build it across multiple series or other investments. Concentration risk is heightened for early-career Clients whose earnings trajectories are inherently volatile.

Investors will not be parties to any Brand Advisory Agreement and will have limited ability to cause remedies to be pursued if a Client breaches or defaults under that agreement.

Each Brand Advisory Agreement will be entered into by the applicable series and the Client. Investors who purchase Units of that series will not be parties to the Brand Advisory Agreement and, solely by virtue of holding Units, will not have direct contractual rights or third-party beneficiary rights to enforce the Brand Advisory Agreement in their own names. If a Client fails to pay Brand Amounts, fails to maintain required payment instructions or account arrangements, diverts Brand Income, breaches a covenant or otherwise defaults under the Brand Advisory Agreement, any remedies will generally need to be pursued by the applicable series, acting through the Manager, rather than by investors directly. Those remedies may include enforcing payment, reporting, audit, collection and security rights, seeking unpaid Brand Amounts, interest, liquidated damages, equitable relief or termination rights, and exercising other rights provided under the applicable Brand Advisory Agreement, but there can be no assurance that any remedy will be available, timely, cost-effective or sufficient to make the series or investors whole.

Because the Manager controls the business and affairs of each series, investors must rely on the Manager to monitor performance under the Brand Advisory Agreement, determine whether a breach or event of default has occurred, decide whether and when to pursue remedies, select counsel or other service providers, and determine whether to settle, compromise, waive or forbear from enforcing any rights. The Manager may consider factors that differ from the interests of any particular investor, including enforcement costs, the likelihood of recovery, the Client relationship, reputational considerations, the effect on other series or future offerings, and the Manager’s own interests or conflicts. If the Manager declines to pursue a claim, delays enforcement, settles for less than investors believe is appropriate, or determines that enforcement costs are not justified, investors may have limited practical ability to require a different course of action.

Enforcement of a Brand Advisory Agreement may also be difficult, expensive and uncertain even when the series has contractual rights on paper. A Client may dispute the amount of Brand Income, the calculation of Brand Amounts, the existence of a breach, the enforceability of payment instructions, security interests or remedies, or the application of exclusions, deductions, cure periods or termination provisions. League rules, collective bargaining agreements, team payroll practices, anti-assignment restrictions, bankruptcy or insolvency proceedings, competing claims, public policy limitations or applicable law may delay, limit or prevent collection. Any dispute may require litigation, arbitration or other proceedings in the forum and under the procedures specified in the applicable agreements, and proceedings under the Operating Agreement are subject to mandatory arbitration, individual-proceeding requirements, confidentiality provisions and Delaware forum provisions, subject to the limitations described below. These procedures may increase cost, delay recovery, limit discovery or appellate review, and reduce the leverage or information available to investors. As a result, a breach or event of default under a Brand Advisory Agreement could reduce or eliminate Brand Amount payments and distributions even if the series has contractual remedies.

The Operating Agreement requires mandatory arbitration of disputes and includes a waiver of jury trial, which may limit your ability to pursue claims in court and could affect the outcome, cost and remedies available to you.

The Operating Agreement requires, to the fullest extent permitted by law, that any dispute, claim or controversy arising out of or relating to the Operating Agreement, the formation, governance, management, operations, capitalization or dissolution of the Company or any series, or the rights, duties or relationships among the Company, any series, the Manager, any member or their respective affiliates in such capacities, be resolved exclusively by binding arbitration administered by the American Arbitration Association under the Federal Arbitration Act and the AAA Commercial Arbitration Rules. Arbitration will generally be conducted before a single neutral arbitrator, unless all parties to the dispute agree in writing to a three-arbitrator panel. The seat and venue of arbitration will be Wilmington, Delaware, and hearings may be conducted remotely at the election of the arbitrator after conferring with the parties. By agreeing to these provisions, investors waive the right to a trial by jury and the right to litigate covered disputes in court, except for limited requests for temporary, preliminary or emergency injunctive relief or other provisional remedies in Delaware courts and except to the extent applicable law does not permit a particular claim or remedy to be subject to mandatory arbitration.

Arbitration may be less favorable to investors than litigation in court. The arbitrator has authority to decide questions regarding the formation, existence, validity, scope, interpretation and enforceability of the agreement to arbitrate, including whether a dispute is arbitrable and whether the individual-proceeding requirement is enforceable, except for issues that non-waivable law requires a court to decide. Although the arbitrator may award any relief available under applicable law and in equity, including monetary damages, declaratory, injunctive or other equitable relief, and attorneys’ fees and costs where authorized, arbitration may involve different procedures, narrower discovery, more limited motion practice and more limited appellate review than court proceedings. These features may affect the ability of investors to develop the factual record, challenge adverse rulings, or obtain review of legal or factual errors.

The arbitration provisions are not intended to waive, diminish, limit or disclaim any substantive rights or remedies under the U.S. federal securities laws or the rules and regulations promulgated under those laws. The Operating Agreement provides that federal securities law claims are arbitrable to the extent permitted by applicable law and that the arbitrator must afford the same substantive rights and remedies that would be available in a court of competent jurisdiction, including statutory damages, rescission, injunctive relief, attorneys’ fees and costs where authorized. To the extent applicable law does not permit a particular federal securities law claim or remedy to be subject to mandatory arbitration, that claim or remedy may be brought in a court of competent jurisdiction and will not be subject to arbitration to that extent. The enforceability and scope of these provisions may nevertheless be challenged, and any challenge could result in delay, additional expense, parallel proceedings or uncertainty regarding the proper forum for a claim.

The class action waiver in the Operating Agreement may prevent investors from pursuing claims on a class, collective or representative basis, which could make small or diffuse claims more difficult or costly to pursue.

The Operating Agreement requires disputes to be arbitrated or adjudicated, as applicable, only on an individual basis. No party has the right to have any dispute heard or decided as a class, collective, private attorney general or other representative proceeding, or in any proceeding in which a party acts or proposes to act on behalf of other members or other persons who are not parties to the proceeding. Unless all affected parties agree in writing, no arbitration, litigation or other proceeding may be consolidated with, coordinated with or joined to any other arbitration, litigation or proceeding, except for administrative case-management or batching measures expressly permitted for mass arbitration proceedings. The arbitrator or court may not award relief on a classwide, collective or representative basis or enter an order that purports to bind or grant relief to any person or entity that is not a party to the proceeding, except to the extent non-waivable applicable law requires otherwise. These limitations may prevent investors from sharing costs, increasing leverage through aggregate proceedings, or pursuing claims that may be uneconomical on an individual basis.

The Operating Agreement includes mass arbitration procedures and confidentiality requirements that may affect the timing, cost and transparency of dispute resolution.

If a large number of substantially similar arbitration demands asserting related claims are filed within a specified period and are brought by or with the assistance or coordination of overlapping counsel, law firms or litigation funding entities, the Operating Agreement provides for a mass arbitration protocol. That protocol contemplates use of applicable AAA mass arbitration procedures, appointment of a process arbitrator for threshold and procedural issues, organization of cases into tranches, an initial bellwether tranche, stays of non-active cases, tolling of limitation periods for stayed cases, and non-binding mediation after bellwether awards and later tranches. Fees for stayed cases generally are not due until those cases are placed into an active tranche, and the arbitrator or process arbitrator may modify tranche size, sequencing or other procedural matters for efficiency and fairness. These procedures may reduce some cost burdens associated with mass filings, but they may also delay individual claims while earlier tranches proceed and may affect settlement dynamics. Arbitration proceedings, orders and awards are also confidential to the fullest extent permitted by law, except as required by law or to enforce an award, which may limit the information available to investors about similar claims or outcomes.

Series separateness depends on rigorous, ongoing observance of formalities and documentation.

Maintaining series separateness requires continuous governance discipline. Failure to maintain separate records, accounts, contractual legends, or operational formalities could increase the risk that a court disregards internal liability shields and exposes a series to the liabilities of another series or the Company generally. Centralized functions, if not properly allocated and documented, can also create appearance of commingling.

Delaware governing law and exclusive forum provisions may limit where investors can bring non-arbitrable claims and related court proceedings.

For claims or remedies that are not subject to mandatory arbitration, and for court proceedings related to or in support of arbitration, the Operating Agreement generally requires proceedings to be brought in Delaware courts, subject to applicable federal securities laws and any written consent by the Manager to an alternative forum. The Operating Agreement also provides that Delaware law governs the Operating Agreement, non-contractual obligations arising out of or in connection with it, and the rights and liabilities of members in the Company and each series, except to the extent applicable law requires otherwise. These provisions may require investors to bring claims in a forum that is less convenient or more costly, may limit the procedural alternatives available to investors, and may discourage claims that would otherwise be brought in another forum.

Forward-looking statements involve known and unknown risks, and actual results may differ materially.

This section contains forward-looking statements subject to risks and uncertainties. Actual results could differ materially due to factors discussed above and elsewhere in the Offering Circular. We undertake no obligation to update these statements except as required by law.

Investors have extremely limited voting rights and no ability to influence the management of the Company or any series.

When you purchase Units, you are investing in a particular series but you do not obtain any managerial authority over that series or the Company. Under our Operating Agreement, almost all decisions concerning the business and affairs of the Company and each series, including the selection of Clients, execution of Brand Advisory Agreements, management of series assets, and timing of distributions, are made solely by the Manager. Investors do not have the right to participate in day-to-day management or to bind the Company or any series in any way. Your voting rights as a member are limited to a narrow range of situations, such as potentially voting on certain amendments to the Operating Agreement that materially and adversely affect your rights, or the removal of the Manager for cause (and even these actions typically require a large supermajority vote). In general, it would be very difficult for investors to change the course of operations or overrule decisions of the Manager. This lack of control means you are entirely dependent on the Manager’s expertise and integrity to manage the business in your best interest.

It may be difficult or impossible for the investors to remove the Manager, even if you are dissatisfied with its performance.

The Manager, Agentiq Sports, Inc., is entrusted with broad authority to manage the Company and each series, and investors cannot readily replace it. Under the Operating Agreement, removing the Manager requires a “for cause” event, meaning that the Manager has been found by a final, non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a series or the Company that has a material adverse effect on the Company, and even then, removal would need to be approved by a Super Majority Vote of Unit holders representing at least 80% of the outstanding Units of all series, voting together as a single class. This threshold is exceptionally difficult to satisfy. If the Manager performs poorly , including by making disadvantageous business decisions, failing to effectively support Clients or failing to act in investors’ best interests, but has not engaged in conduct that meets this standard, investors lack a mechanism to remove it. Even in the unlikely scenario where cause for removal exists, coordinating a Super Majority Vote among all Unit holders can be impractical. Furthermore, the operating agreement provides that upon a for-cause removal of the Manager, investors may choose to liquidate and dissolve all series, which could result in the cessation of all business operations. Accordingly, the only path to removal of the Manager may entail significant disruption and the potential loss of remaining asset value. Investors should not expect to have any practical ability to change the Manager or influence management personnel. The success of your investment will depend on the Manager’s continued service, and if its performance is unsatisfactory, your options as an investor are very limited.

DILUTION

Investors in any series may experience dilution from several sources. Dilution may result from the initial issuance of Units in this offering, the issuance of additional Units after this offering, the conversion of indebtedness or reimbursement obligations into Units, the issuance or exercise of options, warrants or other equity-linked instruments, the issuance of Units as compensation or consideration for services or assets, anti-dilution or similar adjustment rights, or any other issuance of Units permitted by the Operating Agreement and the applicable Series Designation. Dilution may reduce an investor’s percentage ownership of the applicable series, voting power, if any, and share of future distributions or liquidation proceeds.

Except as set forth below, no Units of any series are or will be outstanding before commencement of its series offering. Accordingly, except as so described, the initial issuance of Units of a series in this offering is not expected to dilute any existing holders of Units of that series, because there are no existing holders of Units of that series before this offering. In addition, Units of a series may be issued after the date of this Offering Circular upon conversion of a promissory note issued by that series to the Manager or to an affiliate or principal of the Manager to fund all or a portion of the up front payment of amounts due to an athlete under the applicable BAA, or as payments-in-kind issued by a series in connection with such notes. Any Units issued upon conversion of a Manager Promissory Note would be issued at the same offering price per Unit paid by investors in the applicable series offering, and therefore any such conversion would not result in dilution of the price paid by investors, although it would reduce their percentage ownership of the applicable series as described below.

Following the issuance of Units, the principal potential source of dilution for investors in a series is the possible issuance of additional Units upon conversion of the Manager Promissory Note issued by that series. Each Manager Promissory Note is expected to be repaid in cash from the net proceeds of the applicable series offering if the maximum offering amount for that series is sold, as reflected in the applicable Use of Proceeds table, rather than converted into Units, in which case investors would experience no dilution from conversion of that note. If the maximum offering amount for a series is not sold and the net proceeds of that series offering are not sufficient to repay its Manager Promissory Note, the Manager may elect, at its option, to convert all or a portion of the outstanding principal and accrued but unpaid interest into Units of that series at the offering price per Unit for that series. Because conversion is expected to arise only if the applicable maximum offering amount is not sold, the following illustration assumes a partial raise rather than the sale of the maximum offering amount. Series RC is used for illustration only, and the same mechanics apply to each other series that has issued a Manager Promissory Note, in each case using the offering price per Unit for that series and the principal amount of that series’ Manager Promissory Note. For illustrative purposes only, and without any prediction as to the amount that will be raised, if 50,000.00 of the 100,000.00 Series RC Units offered hereby were sold at the offering price of $12.90 per Unit and none of the net proceeds were available to repay the Series RC Manager Promissory Note, conversion of the full $350,000 principal amount at $12.90 per Unit would result in the issuance of approximately 27,131.78 additional Series RC Units, 77,131.78 Series RC Units would be outstanding on a fully diluted basis, and the Units issued upon conversion would represent approximately 35.2% of the Series RC Units then outstanding. Because the amount of accrued interest, if any, that may be converted is not determinable as of the date of this Offering Circular, any Units issuable upon conversion of accrued interest are excluded from the foregoing.

Traditional net tangible book value per Unit is of limited utility for any series that is expected to hold primarily contractual rights, intangible assets or other non-tangible assets, or whose offering proceeds are expected to be used primarily to acquire contractual rights, pay fees and expenses, repay indebtedness or reimbursement obligations, and establish reserves. Each series is expected to hold primarily its BAA as an intangible asset, and the net proceeds of each series offering are expected to be used to pay the Initial Advisory Payment, fees and expenses, repay indebtedness and establish reserves. Accordingly, for each series, the as adjusted net tangible book value per Unit immediately after the closing of that series’ offering is expected to be substantially less than the offering price per Unit, and investors in each series offering will experience immediate and substantial dilution on that basis. Using Series RC for illustration only, and assuming the maximum Series RC offering is sold and the Series RC Manager Promissory Note is repaid in cash, the only tangible asset remaining immediately after closing would be the $8,520 of operating reserves reflected in the Use of Proceeds table, so the as adjusted net tangible book value of Series RC would be approximately $8,520, or approximately $0.09 per Unit on 100,000.00 Series RC Units, as compared to the $12.90 offering price per Unit, representing immediate dilution of approximately $12.81 per Unit, or approximately 99.3%. That amount is substantially less than the aggregate offering price of the Units, but it reflects the application of offering proceeds to acquire the applicable BAA and to pay related fees and expenses. Investors should not rely on net tangible book value as a measure of the value of any BAA or of the Units.

Although any conversion of a Manager Promissory Note would occur at the applicable offering price per Unit, a conversion would reduce the percentage of the applicable series represented by each Unit purchased in this offering. Because each Manager Promissory Note is expected to be repaid in cash from the net proceeds of the applicable series offering if the maximum offering amount for that series is sold, that effect would arise only if the applicable maximum offering amount is not sold and the Manager elects to convert rather than accept repayment. Using Series RC for illustration only, if the 100,000.00 Series RC Units offered hereby are outstanding and no conversion occurs, one Series RC Unit would represent approximately 0.0010% of the issued and outstanding Series RC Units. If additional Units of a series are issued upon conversion of that series’ Manager Promissory Note, the percentage represented by each Unit purchased in that series offering would be reduced accordingly, in each case before giving effect to any accrued interest on the applicable note or any future issuances.

Additional dilution may occur after this offering if the Manager causes any series to issue additional Units, including to fund operating shortfalls, repay or convert Operating Expense Reimbursement Obligations, raise additional capital, acquire or support additional assets or services, issue Units as compensation or consideration, or for any other purpose permitted by the Operating Agreement and the applicable Series Designation. Any such future issuance could reduce the percentage ownership, voting power, if any, and share of future distributions or liquidation proceeds represented by Units purchased in this offering.

The dilution discussion above assumes that, other than any applicable Manager Promissory Note, there are no additional equity-linked securities, conversion rights, anti-dilution protections, warrants, options, restricted stock units, earn-outs or similar instruments outstanding with respect to any series as of the date of this Offering Circular. If any such instruments are issued or become outstanding with respect to any series, this dilution disclosure and the related capitalization disclosure will be updated in a supplement or amendment, as applicable.

PLAN OF DISTRIBUTION

We are offering the Units of each of the series of the Company in the “Series Offering Table”. Each offering is being conducted on a best efforts basis. The initial offering price per Unit for each series is stated in the Series Offering Table. The sale of the Units in our series offerings is being facilitated by Andes Capital Group, LLC, or Andes, which is a registered broker-dealer under the Exchange Act and member of FINRA and is registered in each state where the offer and sales of the Units will occur. Units may not be offered or sold in states where Andes is not registered as a broker-dealer.

We are conducting each series offering on the Agentiq Sports online investment platform available at www.agentiqsports.com which is owned by our Manager. Through the use of the Platform, investors can browse and screen the potential investments and sign legal documents electronically. Neither the Manager nor any other affiliated entity involved in the offer and sale of the Units is a member firm of the Financial Industry Regulatory Authority, Inc., or FINRA, and no person associated with us will be deemed to be a broker solely by reason of his or her participation in the sale of the Units. Each primary-market subscription order, whether submitted by a new or existing investor, must meet the minimum subscription requirements stated in the Series Offering Table.

Each of the offerings is being conducted under Regulation A under the Securities Act and therefore, only offered and sold to qualified purchasers. See “— Investor Suitability Standards” for more information. As a Tier 2 offering pursuant to Regulation A under the Securities Act, these offerings will be exempt from state law blue sky registration requirements, subject to meeting certain state filing requirements and complying with certain antifraud provisions, to the extent that our Units are offered and sold only to “qualified purchasers” or at a time when our Units are listed on a national securities exchange. It is anticipated that sales of securities will only be made in states where Andes is registered.

There will be at least one separate closing with respect to each series offering. Where the applicable series offering has a Minimum Offering Amount, the initial closing of a series offering will take place on the later to occur of (i) the date subscriptions for the Minimum Offering Amount for that series have been accepted and (ii) a date determined by the Manager in its sole discretion, and subscription funds will be held in escrow pending achievement of that threshold. Where the applicable series offering does not have a Minimum Offering Amount (including where the Manager has funded all or a portion of the Initial Advisory Payment through a Manager Promissory Note prior to the initial closing), the initial closing will take place on a date determined by the Manager in its sole discretion, and subscription funds will not be held in escrow pending a minimum offering threshold. Once an initial closing for a particular series offering has occurred, we may conduct additional closings for that series until the earlier to occur of (i) the date subscriptions for the Maximum Offering Amount for that series have been accepted and (ii) a date determined by the Manager in its sole discretion. If an initial closing of a particular series has not occurred, an offering shall be terminated upon (i) the date which is one year from the date the Offering Circular related to such series, or amendment thereof, as applicable, is qualified by the SEC, which period may be extended with respect to that series by an additional six months by our Manager in its sole discretion, or (ii) any date on which our Manager elects to terminate the offering for that series in its sole discretion, such date not to exceed the date which is 18 months from the date such Offering Circular related to that series or amendment thereof, as applicable, is qualified by the SEC. If a series offering is terminated without a closing, all investor funds will be returned promptly without interest or deduction.

Those persons who want to invest in our Units must sign a subscription agreement for the particular series, which will contain representations, warranties, covenants, and conditions customary for offerings of this type for limited liability companies. See “— How to Subscribe” for more information. Copies of the form of subscription agreement for each series are filed as Exhibit 4.1 and onwards to the offering statement of which this Offering Circular forms a part.

Investor Suitability Standards

Our Units are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act), which include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any of the Units of the Company (in connection with any series offered under Regulation A) does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

The Employee Retirement Income Security Act (ERISA) and IRS rules have implications if retirement plan investors , such as individual retirement accounts or 401(k) plans, invest in our series. We do not currently anticipate significant investment from ERISA plan assets, but to the extent such investment occurs, the Company intends to structure each series to avoid violation of applicable plan asset regulations and prohibited transaction rules, which generally requires maintaining benefit plan participation below 25% of a series or qualifying for an applicable exemption. The Company will include appropriate legends and representations in the subscription documents to address ERISA compliance.

If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

Our Manager and Andes, in its capacity as broker of record for these offerings, will be permitted to make a determination that the subscribers of Units in each offering are “qualified purchasers” in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal 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 http://www.investor.gov.

An investment in our Units may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the Units. See “Risk Factors.”

Broker of Record

We have engaged Andes Capital Group, LLC, or Andes (the “Broker”), a broker-dealer registered with the SEC and a member of FINRA and SIPC, to perform the following administrative and compliance-related functions in connection with our series offerings, but not for underwriting or placement agent services:

The Broker will be registered in each state where each offering and sale of Units will occur, prior to the launch of each offering. The Broker will receive a Broker Fee but will not purchase any Units and, therefore, will not be eligible to receive any discounts, commissions or any underwriting or finder’s fees in connection with any series offering.

The broker-dealer agreement with Andes will remain in effect for a period of thirty-six (36) months and will renew automatically for successive renewal terms of twelve (12) months each unless either party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term. Additionally, either party may terminate the broker-dealer agreement with sixty (60) days prior written notice.

As compensation for providing services to each series in connection with each offering, Andes will receive a fee equal to 1.0% of the gross proceeds of each such offering (the “Broker Fee”). Notwithstanding the foregoing, the Broker will not receive any fee on funds raised from the sale of Units to our Manager and its affiliates.

Each series will be responsible for paying its own Broker Fee to Andes in connection with the sale of Units in such series, except if otherwise stated for a particular series. The Broker Fee will be payable from the proceeds of such offering.

In addition to the Broker Fee, the Manager has agreed to pay Andes a one-time $7,500 onboarding fee and, beginning with the sixth (6th) series, for each new series launched, the Manager will pay a series launch fee of $1,000 to cover launch coordination, compliance review, and initial marketing setup. However, for every $500,000 raised in a series offering, Andes will waive the launch fee for one (1) new series. Waivers will be applied on a cumulative basis and may be used at our Manager’s discretion for any future series launch after the fifth series. Our Manager will require a pro rata reimbursement of Andes charges from the relevant series.

Transfer Agent

The transfer agent of the series being offered hereby is Colonial Stock Transfer Company. Each Series will be responsible for a certain percentage of fees owed to the Transfer Agent. See “Use of Proceeds” for more information.

Escrow Agent

The Escrow Agent is North Capital, which will be appointed as escrow agent for each offering pursuant to an escrow agreement among Andes, the Escrow Agent, and the Company, on behalf of each series. Our Manager has agreed to pay North Capital Investment Technology, Inc., or NCIT, a monthly licensing and service fee of $1,000 per month for technology tools to facilitate our series offerings. Our Manager also paid NCIT a one-time installation and setup fee of $3,000. These technology fees are being paid by our Manager and may be reimbursed by the series.

We agreed to indemnify the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) in any third party claim arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the escrow agreements or any transactions contemplated therein; provided, however, that no person shall have the right to be indemnified for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such person.

How to Subscribe

Potential investors who are “qualified purchasers” may subscribe to purchase Units in a series which has not had a final closing.

The subscription process for each offering is a separate process. Any potential investor wishing to acquire any Units must:

By executing the subscription agreement, you agree to be bound by the terms of the subscription agreement and the operating agreement of the Company, as it may be amended from time to time. The Company, the Manager and Andes will rely on the information you provide in the subscription agreement, including the “Investor Qualification and Attestation” attached thereto and the supplemental information you provide in order for the Manager and Andes to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued Units, please notify the Manager immediately using the contact details set out in the subscription agreement.

For further information on the subscription process, please contact the Manager using the contact details set out in the “Where to Find Additional Information” section.

Any costs and expenses associated with a terminated offering will be borne by the Manager.

DESCRIPTION OF BUSINESS

Overview

We are a Delaware series limited liability company formed on November 3, 2025 for the purpose of establishing designated series that provide strategic brand enhancement and promotional advisory services, together with upfront capital, to athletes and other talent in exchange for a contractual right to receive a fixed percentage of such person’s future on-field revenue. In our business model, each designated series of the Company will work with a single athlete or similar talent (each, a “Client”) under a Brand Advisory Agreement, whereby the series will provide the Client with upfront capital and Advisory Services in return for the Brand Amount, which is equal to the applicable Brand Percentage of the Client’s Brand Income during the Term. Brand Income is contractually defined to include the Client’s earnings from direct participation, performance or employment in the Client’s Principal Business (for example, team salary, signing bonuses, performance bonuses, prize money and similar on-field compensation), and to exclude Excluded Income, including off-field endorsements, sponsorships, appearances, licensing of name/image/likeness, merchandising and other off-field commercial activities. By design, our series do not acquire any ownership of the Client’s persona, brand, publicity rights, business or off-field income streams – only contractual rights to receive and collect the Brand Amount and related enforcement rights. We believe this structure offers a novel platform for individual investors to indirectly invest in an athlete’s future career success, while providing athletes with immediate financial liquidity and professional brand support.

Each series of the Company operates as a separate business unit with its own assets and liabilities, as provided under Delaware law and our Operating Agreement. The Company’s business activities are expected to be conducted primarily at the series level through the Brand Advisory Agreements each series enters into. Each designated series of the Company will bear a name of the form “Agentiq Sports 1 Series [Name of Client]” and will be created by a separate Series Designation under our Operating Agreement once a target Client and agreement terms have been identified and finalized. As of the date of this Offering Circular, we have designated four series, Series RC, Series EVR, Series JM and Series CV. Our activities to date have been limited to organizing the Company, developing our business model and Platform, evaluating initial target Clients and Brand Advisory Agreement opportunities, and negotiating and executing the Series RC BAA, the Series EVR BAA, the Series JM BAA and the Series CV BAA. There can be no assurance that we will successfully launch any other series or enter into any other Brand Advisory Agreements until such time as we identify suitable Clients and raise sufficient capital in the related series offerings. See “Risk Factors — Risks Related to Our Business and Industry — We are an early-stage company with no operating history and an untested model, which makes this a highly speculative investment” and “Risk Factors — Risks Related to Our Business and Industry — Our pipeline, pricing, and timing depend on our ability to sign athletes to BAAs on acceptable terms, which may not be achievable” for more information.

The Company’s objective is to enable investments in athletes’ careers by acquiring contractual rights to a portion of the future earnings of emerging professional athletes. We expect to focus on athletes early in their careers – for example, collegiate athletes transitioning to the professional level, minor league players, or young professionals – across major sports such as baseball, football and others. By targeting talent in the early stages, we aim to balance the upfront cost of obtaining a share of their future income with the potential for that income to grow as the athlete’s career progresses. Investors in each series will, in effect, be funding a portion of a Client’s career development in return for a proportional share of the Client’s contracted future earnings. However, this is a speculative and long-term undertaking. We cannot assure investors that our strategy will succeed or that any series will receive significant Brand Amount payments, or any at all, from its Client. The actual returns of each series will depend on the performance, health, career length, and contract value of the individual Client, which are uncertain and subject to numerous risk factors outside our control. Investors should carefully consider the risks inherent in this model, including the possibility that a Client’s future Brand Income may be lower than expected or that the Client could cease generating Brand Income , including as a result of injury or retirement,, which could result in little or no distributions on the Units.

History and Structure

The Company was formed on November 3, 2025 as a Delaware series limited liability company. We are structured to issue separate series of limited liability company interests designated for individual athlete-linked investments. Under our Certificate of Formation and Operating Agreement, the Company may establish one or more series, each of which functions as a separate limited liability “cell” with segregated assets and liabilities pursuant to Section 18-215 of the Delaware Limited Liability Company Act. Each series will be created by the Manager executing a Series Designation to be appended to and become a part of the Company’s Operating Agreement, setting forth the specific terms of that series, including the series name, the Client and Brand Advisory Agreement to which it relates, the initial capital structure, and any fees applicable to that series. Upon formation, each series will be a separate legal entity, distinct from the Company itself and any other series, to the maximum extent provided by law. No series has any ownership interest in, or liability for, the assets of any other series, and creditors of one series have no claim against the assets of another series or the Company generally, provided that we observe certain separateness formalities, including separate records, bank accounts and operations for each series, as required under our Operating Agreement and Delaware law. See “Description of the Securities Being Offered” and “Risk Factors — Risks Related to This Offering and Ownership of Our Units — Series LLC liability shields are not guaranteed to be upheld in all jurisdictions or in bankruptcy” for more information.

Under Delaware law and to maintain the liability protections of our series structure, we are required to maintain certain formalities , including maintaining separate records and accounts for each series and providing notice of the series structure in the Company’s Certificate of Formation, which the Company has done. The Company will maintain each series’ records on a distinct basis and include the series separateness legend on contracts and documents where appropriate. Adhering to these requirements is both a legal obligation and a practical necessity to ensure that a court upholds the internal liability shields of each series.

From an investor’s perspective, purchasing units in a series provides an interest only in that particular series and its assets (primarily, the rights under that series’ Brand Advisory Agreement). Investors do not have any rights to share in the assets, liabilities, profits or losses of any other series or of the Company as a whole. Likewise, expenses and obligations incurred with respect to one series are borne solely by that series under our Operating Agreement, except that Company-level liabilities or expenses that are not readily associated with a particular series may be allocated among one or more series by the Manager in accordance with the Allocation Policy and the Operating Agreement. This series structure is central to our business model, as it allows each athlete-focused investment to stand on its own merits and financial results, without cross-collateralization or dilution by other projects. It also permits investors to select individual athletes (via their series) rather than investing in a pooled fund of multiple athletes.

Our Manager is Agentiq Sports, Inc. The Manager is responsible for the overall direction and operations of the Company’s business and has full authority under the Operating Agreement and applicable Series Designations to manage each series and the Company’s day-to-day affairs. In its role as Manager, Agentiq Sports, Inc. will perform or arrange for others to perform all managerial functions for each series, including identifying and sourcing potential Brand Advisory Agreement opportunities; conducting due diligence on prospective Clients, such as evaluating an athlete’s career prospects, character, contractual arrangements, compensation history and legal or league-rule considerations; negotiating and executing the Brand Advisory Agreements on behalf of each series; coordinating the launch of each series offering, including regulatory compliance, marketing of the offering and investor relations during the offering period; administering the BAA, including payment, reporting, audit, collection and enforcement rights; and overseeing the provision of Advisory Services to each Client during the Term. The Manager will also be responsible for accounting and financial reporting for each series, maintaining separate books and records for each series, managing series bank accounts, and ensuring compliance with ongoing SEC reporting requirements and other laws. Investors will not be involved in management; they are passive members of each series, and the Manager exercises sole decision-making authority for each series pursuant to the Operating Agreement and applicable Series Designations. See “Management” for more information.

Since formation, our activities have primarily involved corporate structuring, preparatory regulatory filings, and market research. The Manager has been developing our online investment platform and initiating discussions with potential athlete Clients and their representatives. We have executed the Series RC, Series EVR, Series JM and Series CV BAAs and have identified and begun diligence on additional prospective Clients. The Company’s initial operating capital has been funded by the Manager or its affiliates to cover legal, accounting, and development costs. These organizational and offering-related expenses are expected to be reimbursed or paid by each series from offering proceeds once series are launched, as further described under “— General Description of Series Level Operations.” below. To the extent any potential series offering does not proceed to completion, any expenses incurred in connection with that aborted offering will be borne by the Manager, not by the Company or any series.

Series Objectives

The objectives of each series in conducting their respective series offering are to:

Strategy

Our strategy is to identify and secure Brand Advisory Agreements with athletes who have strong potential for future professional earnings, and to finance those agreements through series offerings to investors. We intend to build a diversified portfolio of series across different sports and athlete profiles, while maintaining a disciplined approach to evaluating each opportunity on its own merits. Key elements of our strategy include:

We intend to leverage the Manager’s network of sports industry contacts – including sports agents, trainers, scouts, former athletes, and other insiders – to source potential Client opportunities. The Manager’s team includes individuals with experience in sports management and marketing, which helps us identify candidates who meet our criteria and to approach them (or their representatives) in a professional manner. In some cases, athletes or agents may approach us through our Platform or marketing outreach, expressing interest in our program. We will maintain an objective evaluation process for all prospects, whether sourced internally or via inbound inquiry.

Once a potential Client is identified, our process generally involves the following steps: initial outreach and education regarding the structure and terms of the arrangement; mutual due diligence, during which the Manager evaluates the athlete’s background and prospects and the athlete and the athlete’s representatives evaluate the proposed terms; negotiation of key deal terms, including the Brand Percentage, Initial Advisory Payment amount, term and any special provisions; and execution of a letter of intent or term sheet. The Manager, or an affiliate of the Manager, may execute the Brand Advisory Agreement with the Client in principle before the series offering, with the agreement contingent on the successful closing of the offering. In such cases, the BAA or a rights assignment from the Manager will be assigned to the specific series at closing of the offering. This approach allows us to secure the commitment of the athlete while still complying with securities laws , as investor funds may not be deployed until after the offering closes. If the offering for that series fails to raise the minimum required amount, the agreement would not go into effect or would be nullified and any abort costs incurred would be borne by the Manager as noted above. The Company intends to bring to market only those series offerings for which the Manager has a reasonable basis for concluding that the underlying BAA represents a viable investment opportunity.

We plan to launch a number of series in the next 12 to 24 months, subject to market conditions and investor demand. Our intention is to offer new series on a rolling basis – potentially several in parallel across different sports – via the Platform. By staggering series launches, we can maintain continuous offerings and grow our overall business. However, we will only proceed with a series when an appropriate Client has been secured and when we believe the offering has a reasonable likelihood of success. At this time, it is difficult to predict the exact number or timing of series we will introduce, especially as we are in the inaugural stages of this model. Currently, we anticipate launching 10 to 20 series in 2026 and another 20 series in 2027; however, we cannot guarantee that we will be successful in meeting this objective. We will monitor investor reception and may adjust the pace of new offerings accordingly. We initially intend to focus on Major League Baseball and MLB athletes, then expand into other sports.

MLB Salary System and Target Market Considerations

Because we initially intend to focus on Major League Baseball and MLB athletes, we consider MLB’s compensation structure, service-time rules, salary arbitration process, free agency rules, and collective bargaining framework when evaluating prospective Clients and estimating potential Brand Income. These factors may affect the amount, timing, predictability and collectability of payments under a Brand Advisory Agreement, as well as whether any league, player-contract, collective bargaining or other restrictions could affect the structure or enforcement of the arrangement.

Unlike the NFL and NBA, Major League Baseball does not impose a hard salary cap. Instead, MLB utilizes a Competitive Balance Tax, commonly referred to as the “luxury tax,” which imposes escalating financial penalties on clubs whose payrolls exceed a predetermined threshold. For the 2026 season, the Competitive Balance Tax threshold is $244 million. The MLB minimum salary for the 2026 season is $780,000. There is no maximum individual player salary in MLB.

Pre-Arbitration Period

Players with fewer than three years of Major League service time are generally paid at or near the league minimum salary. During this period, a player’s compensation is largely determined by his team, subject to the collectively bargained minimum. A pre-arbitration bonus pool of $50 million is distributed annually among eligible pre-arbitration players based on performance metrics and awards.

Salary Arbitration

Players who have accumulated three or more years, but fewer than six years, of Major League service time are eligible for salary arbitration. In arbitration, the player and the team each submit a proposed salary figure to an independent arbitration panel, which selects one of the two figures. “Super Two” players — those in the top 22% of service time among players with between two and three years — may become arbitration-eligible after their second full season. Arbitration-eligible players typically see significant salary increases, with salaries determined by comparable players at similar service-time levels.

Free Agency

Upon accumulating six years of Major League service time, a player becomes eligible for free agency and may negotiate with any of the 30 Major League clubs. Free agent contracts are uncapped in both length and total value, although the Competitive Balance Tax may influence team spending decisions. Free agency represents the period during which a player’s earning potential is typically maximized.

Accordingly, when evaluating an MLB Client, we expect to consider the Client’s service-time status, current and projected salary level, arbitration or free-agency timeline, potential contract comparables, and any applicable CBA, club-contract, league-rule or payroll restrictions that could affect Brand Income or payment mechanics.

MLB Players Association and the Collective Bargaining Agreement

MLB players are represented by the Major League Baseball Players Association, a labor union that negotiates on behalf of current and future Major League players. The current Collective Bargaining Agreement between the MLB Players Association and the 30 Major League clubs covers the 2022 through 2026 seasons and expires on December 1, 2026. The CBA governs minimum salaries, arbitration procedures, free agency eligibility, revenue sharing, the Competitive Balance Tax and other matters. MLB rules, player-contract terms, payroll practices, and current or future collective bargaining agreements may affect whether, when and how Brand Income can be directed, collected or shared under a Brand Advisory Agreement, and we will consider these matters as part of our due diligence and structuring process.

The Agentiq Platform

All of our offerings and investor interactions take place through the Agentiq Sports online investment platform located at www.agentiqsports.com, which is owned and operated by the Manager. The Platform is also accessible through our mobile applications for iOS and Android devices, and is designed as a user-friendly online marketplace where investors can learn about each series offering, subscribe for Units, and thereafter manage their holdings. Key features of the Platform include:

Through the Platform, the Manager aims to provide a seamless end-to-end experience: from discovering an offering, through investment, and into the ongoing management phase where investors can track the performance of their investment. The Platform also enables the Manager to efficiently manage a potentially large number of investors across many series, using technology to reduce administrative burden (for example, automating distribution calculations or annual tax information dissemination, if applicable). All user data and transactions on the Platform are secured and subject to our privacy policy and industry-standard data protection measures.

It is important to clarify that the Platform itself is not a registered broker-dealer or funding portal. Instead, the Company has engaged a registered broker-dealer, Andes Capital Group LLC, to serve as the broker-of-record for our offerings and to provide certain compliance and supervisory services. The Platform operates under the oversight of this broker-dealer arrangement, ensuring that transactions are conducted in compliance with securities laws and regulations. Investor funds in escrow are handled by a qualified third-party escrow agent (North Capital) until release at closing. By structuring the Platform in this manner, we combine a modern, direct investment interface with the regulatory safeguards of traditional securities intermediaries.

Plan of Operations

Against the prior market backdrop, over the next year, our plan of operations includes: (1) launching our first series , or initial set of series, and closing those offerings; (2) deploying the series offering proceeds to the respective Clients and commencing the brand advisory services for those Clients; (3) collecting initial Brand Income payments . The timing of initial Brand Amount payments will depend on each Client’s earnings cycle; in-season salaries may yield payments within months of closing, whereas an off-season closing may result in a delay; (4) distributing any available cash to investors as per our distribution policy , which the Manager anticipates will begin only after sufficient Brand Amount payments have been received and necessary reserves have been established; (5) expanding our pipeline by signing additional BAAs or term sheets with new athletes to feed subsequent series offerings; and (6) continuously improving our Platform and operational systems based on feedback and observed needs , including adding features to automate reporting and refining the Company’s marketing approach to expand investor reach. We will also ensure compliance with all required filings and corporate governance formalities as we grow. The Manager expects to hire or contract additional personnel in areas such as sports talent scouting, marketing, and investor relations as the number of series increases, in order to maintain quality of service to both Clients and investors.

Brand Advisory Agreements

Each series will operate by entering into a Brand Advisory Agreement with a single Client, typically a professional athlete, at or about the time the series’ offering commences. The Brand Advisory Agreement, sometimes referred to as the BAA, is the core asset of each series. Under each BAA, the series agrees to provide two main forms of value to the Client: (i) a cash payment to the Client (the “Initial Advisory Payment”), a portion of which may be partially payable upon execution of the BAA and a portion of which may be funded from the proceeds of that series’ offering, and (ii) ongoing strategic brand enhancement and promotional advisory services (the “Advisory Services”) for the benefit of the Client. Where all or a portion of the Initial Advisory Payment is payable upon execution or prior to the closing of the series’ offering, we expect that each such series will fund such initial partial payment via an advance from the Manager in exchange for a convertible promissory note (see “— Manager Advances and Promissory Notes” below for more information); in such cases, the applicable series offering will generally have no Minimum Offering Amount and subscription funds will not be held in escrow pending a minimum offering threshold. Where the Initial Advisory Payment is payable upon the initial closing of the applicable series’ offering (without a Manager advance), there will be a minimum offering amount and subscription funds will be held in escrow pending the achievement of that threshold, as contemplated by the form BAA and the applicable Series Designation. In exchange, the Client sells, assigns and grants to the series, as of the Commencement Date and continuing through the Term, the contractual right to receive the Brand Amount, equal to the applicable Brand Percentage of the Client’s Brand Income. Brand Income generally includes any and all gross monies, compensation, or other consideration earned by or payable to the Client after the Commencement Date solely as a result of the Client’s direct participation, performance, or employment as a professional athlete in the Client’s Principal Business, including base salary, signing bonuses, performance bonuses, prize or award money, and any other earnings directly attributable to the Client’s on-field activities and services as a professional athlete. In calculating Brand Income, such amounts are net of: (i) any reasonable, documented out-of-pocket legal fees incurred by the Client in securing, negotiating, or documenting any contract that generates such income (to the extent not reimbursed by a third party); (ii) any reasonable, documented travel, lodging, and per diem expenses incurred by the Client during the Term in connection with securing such income (to the extent not reimbursed by a third party); and (iii) any self-employment taxes owed by the Client in connection with such income (subject to a FICA-equivalent cap); but without deduction for any commissions or fees payable to agents or representatives, any voluntary or elective deferrals or contributions by the Client, or any taxes payable on the Client’s gross income. Brand Income expressly excludes Excluded Income, which includes (a) all proceeds from any life, disability, or injury insurance policy purchased or in effect after the Commencement Date, (b) all compensation or earnings attributable to services performed by the Client prior to the Commencement Date (regardless of when paid), (c) any reimbursement or payment for reasonable, documented incidental expenses (such as travel, lodging, or per diem), and (d) all compensation, fees, royalties, or other consideration for endorsements, sponsorships, personal appearances, speaking engagements, licensing of name, image, or likeness (“NIL”), merchandising, or any other off-field commercial activities, regardless of whether related to the Client’s persona or reputation as an athlete. If a single contract, payment or item of consideration includes both Brand Income and Excluded Income, the applicable BAA requires the parties to allocate the compensation in good faith and on a commercially reasonable basis; provided that, absent manifest error, the series’ reasonable determination will control pending final resolution, subject to audit and dispute procedures. Compensation paid by teams/leagues to the Client in exchange for on-field services is presumed to be Brand Income unless clearly and expressly documented as off-field consideration unrelated to on-field services. This structure is intended to align the series’ interests with the Client’s sports career performance while preserving for the Client the upside from separate off-field personal brand ventures.

The form of Brand Advisory Agreement filed as an exhibit to the offering statement is drafted on a sport-neutral basis, with blanks for the Client’s sport, the applicable leagues, and sport-specific constructs. The Client’s Principal Business is defined to mean the Client’s primary professional occupation as a professional athlete in the applicable leagues specified in the BAA. The form BAA incorporates constructs that may or may not be applicable to all professional athletes. To the extent the Company launches series in connection with athletes in other professional sports, the form of Brand Advisory Agreement is expected to be adapted to reflect the applicable sport, league structure and related definitions, and the description of the form BAA in this Offering Circular should be read accordingly.

Funding, Commencement and Adjustment Mechanics

When a new series is launched, it raises capital from investors through the sale of Units. The primary use of offering proceeds is to fund the series’ upfront obligations under the Brand Advisory Agreement with its Client, including all or the remaining portion of the Initial Advisory Payment not previously funded through a Manager advance. Under the form BAA, the Initial Advisory Payment may be funded in one or more tranches, with an initial amount paid within thirty (30) days following the Effective Date (which initial amount may be funded via a Manager advance as described above under “— Manager Advances and Promissory Notes”) and the remaining balance guaranteed by the series and payable by the Outside Date. The Outside Date is defined as the earlier of (i) the date that is five (5) months following the date on which the SEC issues a notice of qualification for the series offering under Regulation A (the “Qualification Date”) and (ii) the date that is twelve (12) months following the Restatement Date. The remaining balance may be funded from the proceeds of the series offering; to the extent the series offering does not generate sufficient proceeds to pay the remaining balance in full by the Outside Date, the series is obligated to pay any shortfall from its own funds. The series’ obligation to pay the remaining balance by the Outside Date is unconditional and is not subject to the occurrence of the Initial Closing or any closing of the series offering; provided, however, that the sole and exclusive consequence of the series’ failure to pay the full Initial Advisory Payment by the Outside Date (whether such failure results from insufficient proceeds of the series offering, inadequacy of the series’ other funds, or any other reason) is the automatic adjustment described below, and neither party has any other right, remedy, or claim with respect to any unpaid portion of the Initial Advisory Payment after the Outside Date. Where a Manager advance is used to fund all or a portion of the Initial Advisory Payment prior to the Initial Closing, the Commencement Date of the BAA will be the date on which the Manager first pays any portion of the Initial Advisory Payment to the Client (whether funded through a Manager advance or from offering proceeds), and the Client’s obligation to pay the Brand Amount and the series’ obligation to provide Advisory Services commence at that time. Where no Manager advance is used and the Initial Advisory Payment is payable in full upon the Initial Closing, the Commencement Date will be the date of the Initial Closing, which will occur when the series raises the Minimum Offering Amount necessary to make the initial or full payment under the applicable BAA.

The consequences of a series not funding the full Initial Advisory Payment vary among the Brand Advisory Agreements, and generally follow one of two approaches. Under the first approach, if the full Initial Advisory Payment has not been paid by the Outside Date, the BAA automatically: (i) fixes the Initial Advisory Payment at the aggregate amount actually paid to the Client on or prior to the Outside Date (the “Funded Amount”), with neither party having any further obligation or liability with respect to any unpaid portion, and (ii) adjusts the Brand Percentage to equal the product of the Brand Percentage as originally set forth multiplied by a fraction, the numerator of which is the Funded Amount and the denominator of which is the full Initial Advisory Payment (such adjusted percentage, the “Adjusted Brand Percentage”). In that case, neither party has any right to terminate the BAA solely on account of the failure of the Initial Closing or the Qualification Date to occur, or on account of the series’ failure to pay the full Initial Advisory Payment, by the Outside Date. For example, if a series has paid $600,000 of a $1,200,000 contemplated Initial Advisory Payment, the Adjusted Brand Percentage would be 50% of the originally contemplated Brand Percentage. Any resulting adjustment is self-executing and requires no further calculation, notice, consent, or amendment; provided that the series shall notify the Client of the Adjusted Brand Percentage as calculated from the series’ books and records (which calculation shall be controlling absent manifest error), and the Client may request reasonable supporting documentation to verify such calculation. The adjustment applies regardless of the reason the series has not paid the full Initial Advisory Payment by the Outside Date, and effective as of the Outside Date, each party irrevocably waives and releases any and all claims, demands, or causes of action (whether at law, in equity, in contract, in tort, or otherwise) against the other party arising out of or relating to the series’ failure to pay the full Initial Advisory Payment, including any claim for breach of the series’ payment obligation. Under the second approach, the Outside Date, Funded Amount and Adjusted Brand Percentage mechanics described above do not apply. Instead, the Brand Percentage is a flat percentage that is not subject to any adjustment or step-down, the operative payment deadline is a guaranteed payment date rather than the Outside Date, the applicable series’ obligation to pay the guaranteed portion of the Initial Advisory Payment in full is absolute and unconditional, and the sole remedy for a failure to pay that guaranteed portion is termination of the BAA together with a mutual release of claims. Investors should review the description of each series’ BAA for the mechanics applicable to that series. See “Description of the Series and Their Assets” for more information.

Manager Advances and Promissory Notes

In connection with the execution of a Brand Advisory Agreement, the Manager or an affiliate may advance amounts to a series to fund series purposes consistent with the Operating Agreement and the applicable Series Designation, including funding all or a portion of the Initial Advisory Payment due to the Client under the BAA, Offering Expenses or Operating Expenses, in each case prior to or independent of the closing of the series’ offering. Such advances allow the series to meet its obligations and to commence the BAA relationship in advance of, or independent from, the receipt of offering proceeds. In exchange for any such advance, the series will issue to the Manager a convertible promissory note (a “Manager Promissory Note”) evidencing the amounts advanced. Each Manager Promissory Note will bear interest at the per annum rate set forth therein (computed on the basis of a 360-day year of twelve 30-day months); provided that if any portion of the advance constitutes an Operating Expense Reimbursement Obligation under the Operating Agreement, the interest rate shall not be less than the Applicable Federal Rate then in effect for instruments of comparable term. Each Manager Promissory Note will mature on the earlier of the date on which the applicable series’ offering terminates or is completed, and the outstanding principal and accrued but unpaid interest will be repaid from the net proceeds of the series’ offering within fourteen (14) days following such maturity date; provided, however, that no series shall be required to make any payment on its Manager Promissory Note until after the series has paid the full Initial Advisory Payment to its Client under the applicable BAA. The Manager may, at its option and upon not less than ten (10) Business Days’ prior written notice, convert all or a portion of the outstanding principal and accrued but unpaid interest under a Manager Promissory Note into Units at the offering price per Unit in the series’ offering. Each Manager Promissory Note is an unsecured obligation solely of the applicable series, with limited recourse only to the assets associated with that series and no recourse to the Company or any other series. See “Risk Factors — Risks Related to Conflicts of Interest — If a series’ Operating Expenses exceed its revenues, investors may experience reduced distributions or dilution” and “Risk Factors — Risks Related to Conflicts of Interest — The Manager may hold Units or other financial interests that could diverge from the interests of other investors” for more information.

Payment and Security Terms

The BAA obligates the Client to pay the Brand Amount, equal to the applicable Brand Percentage of all Brand Income during the Term. The collection mechanism varies among the Brand Advisory Agreements. Under the primary structure described below, each BAA establishes a primary collection mechanism through (i) the deposit of one hundred percent (100%) of the Client’s Brand Income directly into a dedicated deposit account (the “Participation Account”) maintained at a bank or financial institution willing to execute the Account Control Agreement and otherwise reasonably acceptable to the series, subject to a springing Account Control Agreement among the Client, the series (acting through the Manager) and the Depositary bank designated for that purpose (the “Designated Bank”), and (ii) an automatic recurring transfer, established and maintained by the Client, of the Brand Amount from the Participation Account to an account designated by the series (the “Company Account”) on a bi-weekly basis. The Client is required to open and maintain the Participation Account, execute and deliver the Account Control Agreement providing for springing control, designate and direct all Brand Income to be deposited directly into the Participation Account (including by establishing direct deposit with and delivering payment directions to each payor of Brand Income), and establish and maintain the automatic bi-weekly transfer. Certain BAAs, including the Series JM BAA, do not use a Participation Account or an Account Control Agreement and instead rely on an automatic recurring payment authorization (an “Autopay Authorization”) directing the Client’s bank or other financial institution to transfer the Brand Amount to the Company Account during each pay cycle, with direct remittance by the Client as the fallback mechanism. Because the series does not obtain a controlled account or account control agreement in those cases, its ability to intercept Brand Income is more limited. Investors should review the description of each series’ BAA for the collection mechanism applicable to that series.

Under the springing control structure, the Account Control Agreement is a three-party agreement among the series (acting through the Manager), the Client, and the Designated Bank, providing that: (1) the Designated Bank acknowledges the series’ security interest in the Participation Account; (2) the Client retains ordinary control over the Participation Account, including the right to operate the account and direct the disposition of funds therein, unless and until a Control Trigger Event occurs; (3) upon a Control Trigger Event, the series or the Manager may deliver a notice of exclusive control to the Designated Bank, after which the Designated Bank will comply solely with instructions of the series or the Manager and will not comply with instructions of the Client; and (4) the Designated Bank subordinates, and agrees not to exercise, any right of setoff, recoupment, or banker’s lien against the Participation Account, except with respect to returned items, chargebacks, and the Designated Bank’s customary account fees and charges. A “Control Trigger Event” means a payment default by the Client that remains uncured beyond the thirty (30) day cure period set forth in the BAA. While a notice of exclusive control is in effect, within the Sweep Deadline after any Brand Income is credited to the Participation Account, the Manager, on behalf of the series, will instruct the Designated Bank to sweep the Brand Amount and any other amounts then due to the series to the Company Account and release the remaining balance to the Client’s personal account. Once the applicable payment default has been cured, control of the Participation Account springs back to the Client and the series or the Manager shall promptly rescind any notice of exclusive control.

The series’ control over the Participation Account is solely for collection, verification, sweep, release, and enforcement purposes; the series does not have any ownership interest in the Release Amount or any other funds released to the Client. If Brand Income is not deposited into the Participation Account, or any Brand Amount is not transferred to the Company Account, for any reason (including by reason of a Collection Failure, the absence of an effective Account Control Agreement, the failure of any payor to deposit Brand Income into the Participation Account, the failure or cancellation of the automatic bi-weekly transfer, or any direction by the Client in contravention of the BAA), the Client must receive such Brand Income as agent of the series, hold the Brand Amount portion in trust for the series and remit it to the series by wire transfer within fifteen (15) days after receipt.

Each BAA also grants the series a continuing security interest in the Client’s right, title and interest in the following collateral (collectively, the “Collateral”): (a) the Brand Amount and the Client’s contractual right to receive the Brand Percentage portion of Brand Income, (b) the Participation Account and any successor accounts, and all funds credited therein, (c) all rights of the Client under, in connection with, or arising out of the direct deposit of Brand Income, the automatic bi-weekly transfer, and the Account Control Agreement, and (d) all proceeds of the foregoing. The point at which the security interest attaches varies among the BAAs, and generally follows one of two approaches. Under the first approach, the security interest attaches immediately upon the series’ payment to the Client of any portion of the Initial Advisory Payment (including the initial installment), partial payment is sufficient to cause attachment, and the security interest secures all present and future obligations of the Client under the BAA, subject to the adjustment mechanics described above if less than the full Initial Advisory Payment is funded by the Outside Date. Under the second approach, the security interest attaches only upon the Commencement Date, which occurs upon payment in full of the guaranteed portion of the Initial Advisory Payment; no security interest or right to make UCC filings attaches upon any partial payment of that guaranteed portion, and the security interest secures the Brand Amount at the flat Brand Percentage specified in the applicable BAA and is not subject to any proportionate contraction or adjustment. Under either approach, the series may file UCC-1 financing statements and enter into related control agreements and acknowledgments to perfect, maintain and enforce its security interest.

The form BAA provides that the security interest shall not extend to, attach to, or otherwise encumber any Excluded Income, any funds held in or credited to the Client’s personal account, or any other assets, property, income, or rights of the Client that do not constitute the specified Collateral categories. The series shall not exercise any rights or remedies with respect to the security interest — other than actions necessary to create, perfect, continue, or maintain perfection — unless and until a payment default has occurred and remains uncured beyond the thirty (30) day cure period. Any UCC-1 financing statement filed in connection with the BAA shall describe the Collateral solely by reference to the specific categories set forth in the security section, and shall not describe the Collateral as “all assets,” “all personal property,” or using any similarly broad or generic description.

Failures to establish, maintain or give effect to the Participation Account, the direct deposit of Brand Income into the Participation Account, the automatic bi-weekly transfer of the Brand Amount to the Company Account, or the Account Control Agreement are Collection Failures under the BAA, including any revocation, modification, redirection, termination, obstruction, suspension, or failure to renew any such direct deposit, automatic transfer, or Account Control Agreement (except to the extent caused solely by the series’ breach). Intentional diversion or redirection of Brand Income away from the Participation Account is an immediate material breach with no cure period. Because the Account Control Agreement operates on a springing-control basis, the series does not have exclusive control over the Participation Account unless and until a Control Trigger Event occurs (i.e., a payment default remaining uncured for 30 days), which means that the Client retains ordinary account access during periods of compliance. This structure, while designed to balance the Client’s day-to-day banking needs with the series’ collection rights, may increase the risk that Brand Income is withdrawn or diverted before the series can assert control. These measures are intended to minimize non-payment risk by creating direct payment streams into a controlled account and giving the series a secured contractual claim against the Collateral; however, enforcement could be subject to legal or practical limitations, including league rules, collective bargaining agreement requirements, payroll policies, payor refusal or applicable law, and may require legal action or arbitration against a defaulting Client.

Any intentional revocation, redirection or diversion of Brand Income away from the Participation Account by the Client constitutes an immediate material breach of this Agreement, with no cure period, entitling the series to exercise all remedies under the form BAA, including termination, recovery of unpaid Brand Amounts and equitable relief. Any unauthorized cancellation, revocation, reduction, suspension or modification of the direct deposit designation or the automatic bi-weekly transfer, or any closure or replacement of the Participation Account without the series’ prior written consent, constitutes a Collection Failure and a material breach entitling the series to all remedies available under the BAA. In addition, if any Brand Amount (or portion thereof) is not timely swept, deposited, released or remitted when required under the BAA and is not cured within the thirty (30) day cure period, the following late fees apply as liquidated damages: (i) for amounts unpaid for twenty (20) days or fewer, no late fee (grace period); (ii) for amounts unpaid for more than twenty (20) days but not more than thirty (30) days, a late fee equal to the greater of $5,000 or five percent (5%) of the unpaid Brand Amount; (iii) for amounts unpaid for more than thirty (30) days but not more than sixty (60) days, a late fee equal to the greater of $15,000 or ten percent (10%) of the unpaid Brand Amount; and (iv) for amounts unpaid for more than sixty (60) days, a late fee equal to the greater of $25,000 or fifteen percent (15%) of the unpaid Brand Amount, plus, at the series’ election, acceleration of all Brand Amount obligations payable in respect of Brand Income reasonably anticipated to be earned through the end of the then-current calendar year. In addition to the foregoing late fees, the unpaid amount accrues interest in favor of the series from the date due until the date paid at the lesser of (a) the prime rate plus 3% per annum, compounded monthly, and (b) the maximum rate permitted by applicable law. Under the form BAA, any late fees and accrued interest, when owed, constitute amounts due and payable by the Client and may be collected directly from the Participation Account by the Manager instructing the Designated Bank to transfer such amounts to the Company Account in the same manner as the Brand Amount. All amounts payable by the Client to the series under the BAA are required to be paid in full without set-off, deduction or counterclaim, except as expressly provided in the BAA. The Client is responsible for any taxes applicable to the Client’s receipt of Brand Income, and Brand Amount payments are required to be made without deduction for taxes except to the extent withholding is required by law; if the Client is required by law to withhold any portion of a Brand Amount payment, the Client must promptly notify the series, provide evidence of withholding and remittance, and cooperate so the series receives credit for such tax payment, with amounts withheld and paid to the taxing authority on the series’ behalf treated as paid to the series for purposes of the Client’s obligations. The form BAA also requires the series to indemnify and hold the Client harmless from any taxes imposed on the series (as a separate taxpayer) that are sought from the Client solely because the Client failed to withhold such taxes from payments to the series, provided the Client has complied with its obligations under the applicable section.

Under the form BAA, while a notice of exclusive control is in effect, the series or the Manager may instruct the Designated Bank to sweep the Brand Amount and any other amounts then due to the series within the Sweep Deadline (three (3) business days after Brand Income is credited to the Participation Account, or such other period as the parties may agree in writing). If, as of the Outside Date, less than the full Initial Advisory Payment has been paid to the Client and the Brand Percentage is adjusted to the Adjusted Brand Percentage, the series is required, promptly following the Outside Date, to file an amendment to each UCC-1 financing statement then on file to reflect the resulting proportionate reduction in the Brand Amount and the Collateral, demonstrating that the security interest is self-limiting and contracts in proportion to the portion of the Initial Advisory Payment actually funded, and to provide the Client with evidence of such filing upon request.

Collection Timing and Series Accounts

After the series is in operation, its revenue will come exclusively from Brand Amount payments made by or on behalf of the Client under the BAA. The timing and frequency of those payments will depend on the Client’s actual earnings schedule, such as periodic salary payments, signing bonuses, performance bonuses, prize or award money or other Brand Income. As described above, the BAA uses the Participation Account, the direct deposit of Brand Income, the automatic bi-weekly transfer and the Account Control Agreement (on a springing-control basis) as the primary collection mechanism, with direct remittance by the Client as the fallback mechanism if Brand Income is not deposited into the Participation Account or any Brand Amount is not transferred to the Company Account. All Brand Amount payments received by a series will be deposited into a dedicated bank account for that series, separate from other series’ accounts. We have policies to ensure funds are not commingled: each series’ cash is tracked independently on our ledger and held either in separate accounts or sub-accounts titled in the name of that series.

The BAA’s fallback remittance, reconciliation, Collection Failure, late-payment interest and late fees, disclosure-of-material-breach, security and enforcement provisions are designed to address situations in which Brand Income is not deposited into the Participation Account or the Client otherwise fails to pay when required. The Client must cooperate with the series, the Manager, the Designated Bank and each payor to implement, confirm, renew or replace the direct deposit of Brand Income, the automatic bi-weekly transfer and the Account Control Agreement as necessary to preserve the series’ economic and collection rights to the maximum extent practicable. These contractual tools support collection, but our preference is to have an agreed flow of funds through the Participation Account without resorting to enforcement actions.

Investors should be aware that initial Brand Amount payments might not be received immediately after an offering. There could be a lag if, for example, the series closes in an off-season or if the athlete is not yet under an income-producing contract, or while the Participation Account, the direct deposit of Brand Income and the Account Control Agreement are being put in place with the applicable payor(s). In such cases, the series might not see significant inflows until the athlete’s season starts or the athlete signs a new contract and Brand Income begins to be deposited into the Participation Account. We will disclose in each series description the expected timing of Brand Amount payments to the extent known, including the expected frequency and commencement date of Brand Amount payments based on the Client’s then-current contract terms. Nonetheless, unexpected delays or gaps can occur, and there is no guarantee of steady cash flow. See “Risk Factors — Risks Related to This Offering and Ownership of Our Units — Distributions, if any, will vary and may be delayed, reduced, or suspended” and “Risk Factors — Risks Related to Our Business and Industry — Payment mechanics and security interests may not perform as intended under league, union, or state-level constraints” for more information.

Services Provided to Clients

As part of each Brand Advisory Agreement, the series (acting through the Manager and its affiliates, contractors or agents) will provide Advisory Services to the Client designed to enhance the Client’s personal brand and commercial opportunities. These services may include evaluation and development of the Client’s personal brand positioning, planning and execution of fan engagement initiatives, preparation and readiness consulting for sponsorships, endorsements and other commercial opportunities related to the Client’s persona, development and execution of marketing campaigns and content to increase the Client’s public visibility and marketability, and ongoing advisory support regarding the Client’s branding and promotional activities. The Advisory Services expressly exclude services that require certification or licensing as a player agent, contract advisor or similar professional representative under applicable league, players’ association or regulatory rules, and neither the Company, any series nor the Manager will negotiate, secure or execute employment contracts, playing contracts or similar agreements on behalf of a Client where such certification or licensing is required. Each BAA also provides that the series may fund brand-enhancement initiatives agreed upon by the parties, with the budget and expenditures determined by the Manager in consultation with the Client and at the series’ discretion.

The Client’s participation obligations in connection with the Advisory Services vary among the BAAs. Under each BAA, the Client is required to meet (which may be by teleconference or videoconference) with representatives of the series or the Manager on a periodic basis, at least bi-annually (twice a year), to review recent developments and to plan upcoming brand strategy and initiatives, and, at the series’ reasonable request and subject to the Client’s professional schedule, to participate in up to two promotional events or media appearances per calendar year to help promote the brand partnership or the Company’s platform, with the specific nature and timing of any such activities to be mutually agreed, no separate compensation payable beyond the consideration provided in the BAA, and reimbursement by the series of reasonable pre-approved travel or lodging expenses incurred for an agreed event. Certain BAAs impose additional participation obligations, including the delivery of three hundred (300) autographed items (which may include photographs, memorabilia, trading cards, jerseys, or other items designated by the series) for use in connection with fan engagement initiatives, promotional campaigns, or the series offering, and participation during each calendar year of the Term in one (1) in-person fan engagement event organized by the series (a “Fan Meet-Up”), not to exceed four (4) hours in duration (excluding reasonable travel time), with at least thirty (30) days’ prior written notice. Other BAAs do not include the autographed items or Fan Meet-Up obligations, and instead limit the Client’s participation obligations to the bi-annual planning meetings and up to two promotional events or media appearances per year. Investors should review the description of each series’ BAA for the participation obligations applicable to that series.

In addition, the series shall commit advertising and media resources to promote and grow the Client’s personal brand and social-media presence, and the series anticipates spending in excess of an amount specified in each applicable BAA on advertising and media that feature the Client and are designed to drive social awareness of the Client and the Client’s brand and to grow the Client’s social-media following.

The effect of a partial funding of the Initial Advisory Payment on the Advisory Services also varies among the BAAs. Under BAAs providing for pro rata adjustment, if less than the full Initial Advisory Payment is funded, the scope and extent of Advisory Services (including the frequency of planning meetings and the budget for brand-enhancement initiatives) are reduced on a pro rata basis in proportion to the Funded Amount relative to the full Initial Advisory Payment. Under BAAs in which the series’ obligation to pay a guaranteed portion of the Initial Advisory Payment is absolute and unconditional, no such pro rata reduction applies; in those cases the Advisory Services are commensurate with the full guaranteed portion, and no proportional reduction in scope, level of effort, resource commitment, frequency of planning meetings, or funding of brand-enhancement initiatives applies by reason of any delay in payment of that guaranteed portion. There is no guarantee that Advisory Services or funded initiatives will have any material effect on a Client’s earnings, performance, fame or commercial opportunities.

Term and Termination; Clawback Provisions

Each Brand Advisory Agreement is expected to remain in effect for a significant duration to cover a substantial portion of the Client’s career. Unless otherwise specified for a particular series, the Term of each BAA will commence on the Effective Date and continue until the earlier of (i) the date that is two years after the Client’s official retirement or permanent cessation from actively engaging in the Client’s Principal Business , provided that if the Client resumes the Principal Business at any time during such two-year tolling period the BAA will not terminate under this clause (i), and (ii) the 25th anniversary of the Effective Date. The form BAA also provides that rights and obligations with respect to Brand Income earned during the Term survive expiration or early termination until fully satisfied.

The early-cessation clawback terms vary among the BAAs. Under one approach, if the Client voluntarily ceases to engage in the Principal Business prior to the fifth anniversary of the Effective Date, other than for Good Reason as defined in the BAA, the Client must repay to the series, as liquidated damages, an amount equal to the aggregate Initial Advisory Payment actually received by the Client, plus interest from the date of early cessation to the date of repayment at the lesser of (a) the prime rate plus 5% per annum, compounded monthly, and (b) the maximum rate permitted by applicable law, minus all Brand Amount payments actually made by the Client to the series before the early cessation. Notwithstanding the foregoing, the repayment amount is reduced by fifteen percent (15%) for each of the first six (6) full years of the Client’s participation in the Principal Business following the Effective Date, and by an additional ten percent (10%) for the seventh (7th) full year, such that no amount shall be repayable from and after the seventh (7th) anniversary of the Effective Date; and, in addition, no amount shall be repayable if, as of the date of such early cessation, the aggregate Brand Amount payments actually made by the Client to the series equal or exceed the sum of the aggregate Initial Advisory Payment actually received by the Client plus a twenty percent (20%) per annum internal rate of return thereon. Under another approach, the clawback period runs for the first five (5) years following the Commencement Date, the repayment amount is the amount necessary to yield the applicable series a specified internal rate of return on the aggregate Initial Advisory Payment actually paid, and that amount is reduced by twenty-five percent (25%) for each full year of the Client’s participation in the Principal Business, such that no amount is repayable following the fourth full year. Under each approach, “Good Reason” exists only if the Client’s exit is due to a significant, documented injury, illness, or medical condition (including a documented mental-health condition) that renders the Client physically or mentally unable to continue performing in the Principal Business or that would pose a substantial risk of permanent harm to the Client’s physical or mental health beyond the ordinary risks of the profession. Investors should review the description of each series’ BAA for the clawback terms applicable to that series.

The BAA also contains provisions addressing the continuation or reinstatement of revenue sharing if the Client resumes participation in the Principal Business after the Term, including payments through a Revenue Share Trust, as further described in the BAA and the Operating Agreement. Under the form BAA, the Manager serves as sole trustee of the Revenue Share Trust, the former members of the series are the beneficiaries, and disbursements from the trust, net of any trust operating costs and expenses, are made on the same terms, timing, methodology and waterfall as Brand Percentage payments under the BAA.

The BAA provides separate termination and enforcement rights for material breaches, including payment defaults, breaches of the exclusive relationship covenant, uncured Collection Failures (which must be cured within seven (7) business days after written notice), failure to maintain the Account Control Agreement, the direct deposit of Brand Income or the automatic bi-weekly transfer, and intentional diversion or redirection of Brand Income away from the Participation Account; in each case the non-breaching party may terminate the BAA following a 30-day cure period (or a shortened 10-day cure period in the case of a payment default or breach of the exclusive relationship covenant) after written notice describing the breach, except that intentional diversion or redirection is an immediate material breach with no cure period. See “Description of the Series and Their Assets” and “Risk Factors — Risks Related to Our Business and Industry” for more information.

Other Terms and Conditions

Our Brand Advisory Agreements contain various other customary provisions to protect our interests and govern the series’ ongoing relationship with the Client. These include:

Term

Each Brand Advisory Agreement is expected to remain in effect for a significant duration to cover a substantial portion of the Client’s career. Unless otherwise specified for a particular series, the Term of each BAA will commence on the Effective Date and continue until the earlier of (i) the date that is two years after the Client’s official retirement or permanent cessation from actively engaging in the Client’s Principal Business, provided that if the Client resumes the Principal Business at any time during such two-year tolling period the BAA will not terminate under this clause (i), and (ii) the 25th anniversary of the Effective Date. The form BAA also provides that rights and obligations with respect to Brand Income earned during the Term survive expiration or early termination until fully satisfied. The parties may also mutually agree in writing to terminate the BAA on an agreed date, in which case, unless otherwise agreed, the series will only be entitled to the Brand Amount from Brand Income earned by the Client up to the date of termination, and no clawback will apply unless expressly agreed as part of the termination; any mutual termination agreement must be signed by both the Client and the Manager on behalf of the series.

If the Client voluntarily ceases to engage in the Principal Business prior to the fifth anniversary of the Effective Date, other than for Good Reason as defined in the BAA, the Client must repay to the series, as liquidated damages, an amount equal to the aggregate Initial Advisory Payment actually received by the Client, plus interest from the date of early cessation to the date of repayment at the lesser of (a) the prime rate plus 5% per annum, compounded monthly, and (b) the maximum rate permitted by applicable law, minus all Brand Amount payments actually made by the Client to the series before the early cessation; provided that if Brand Amounts paid exceed the foregoing sum, no amounts shall be owed. The repayment amount is reduced by fifteen percent (15%) for each of the first six (6) full years and an additional ten percent (10%) for the seventh (7th) full year such that no amount is repayable from and after the seventh anniversary; and no amount is repayable if aggregate Brand Amount payments made by the Client equal or exceed the Initial Advisory Payment received plus a twenty percent (20%) per annum internal rate of return thereon. In the case of total and permanent disability (including a documented mental-health condition certified by a licensed professional), the form BAA generally treats the resulting cessation similar to a retirement for Good Reason, the clawback provisions do not apply, and the parties (or the Client’s legal representative) will confer in good faith regarding an equitable resolution of any ongoing obligations.

The form BAA also contains provisions addressing the continuation or reinstatement of revenue sharing if the Client resumes participation in the Principal Business after the Term, including payments through a Revenue Share Trust; under the form BAA, the Manager serves as sole trustee of the Revenue Share Trust, the former members of the applicable series are the beneficiaries, and disbursements from the trust, net of any trust operating costs and expenses, are made on the same terms, timing, methodology and waterfall as Brand Percentage payments under the BAA. The BAA provides separate termination and enforcement rights for material breaches, including payment defaults, breaches of the exclusive relationship covenant, uncured Collection Failures (which must be cured within seven (7) business days after written notice), failure to maintain the Account Control Agreement, the direct deposit of Brand Income or the automatic bi-weekly transfer, and intentional diversion or redirection of Brand Income away from the Participation Account; in each case the non-breaching party may terminate the BAA following a 30-day cure period (or a shortened 10-day cure period in the case of a payment default or breach of the exclusive relationship covenant) after written notice describing the breach, except that intentional diversion is an immediate material breach with no cure period.

General Description of Series Level Operations

Each series of the Company will have discrete operations and financial flows related to its specific Brand Advisory Agreement. This section describes how a series will use the proceeds from its offering, how it will generate and handle cash inflows from Brand Income, the types of expenses it will incur, and how cash will ultimately be distributed to investors. After a series has commenced operations under its Brand Advisory Agreement, the series will carry out its business by ensuring that the Client receives the Advisory Services and related support contemplated by that agreement, monitoring and enforcing the Client’s obligation to pay the Brand Amount, and managing the series’ financial affairs, including payment of expenses and distribution of any available cash to investors. The Manager will monitor developments relevant to the Client’s Brand Income and performance under the Brand Advisory Agreement, including game appearances, contract signings, payment activity, reports from the Client and other events that could affect Brand Income or collection of the Brand Amount. The Manager also expects to maintain regular communication with the Client and, where appropriate, the Client’s agent, financial advisor or other representatives to support a constructive ongoing relationship. If a missed payment, Collection Failure, potential breach or other issue arises, the Manager will seek to address it promptly, including by exercising reporting, audit, collection, security or enforcement rights when necessary to protect the applicable series’ interests.

Although each series will benefit from the Manager’s oversight and the Platform’s infrastructure, each series will remain financially independent. The success or failure of one series will not determine the outcome of any other series, and the assets, Brand Income, Brand Amount payments, expenses and liabilities of one series are not intended to be available to, or borne by, any other series or the Company’s general operations, except for shared expenses allocated under the Company’s allocation policies. For example, if the Client associated with one series suffers an injury, permanent disability, early retirement or other event that materially reduces or eliminates Brand Income for that series, investors in another series linked to a different Client would not have a direct claim on, or direct exposure to, that series’ assets or income, although adverse events could indirectly affect the Platform’s reputation or the Manager’s business. The Manager may, in its discretion, use its own resources or make advances to support a particular series, but it is not obligated to provide the same support to any other series. This financial separateness is an inherent feature of the Company’s series LLC structure.

In our model, we expect that, in the aggregate, a majority of the gross proceeds of a series offering will be applied (directly to the Client at closings, or to reimburse the Manager for any initial tranche advanced by the Manager, as the Manager and the series may agree) toward the Client’s upfront compensation, though this percentage may vary by series depending on the negotiated terms and the tranche structure for that series. The remainder of the proceeds will generally be used to cover

See “Use of Proceeds” for more information. Investors should understand that not all offering proceeds are directed to the Client. A portion of the gross proceeds is applied to fees and expenses of establishing the series and to reserves for future series operations. The Company intends to maximize the amount directed to the Client while ensuring that necessary costs are covered. If the offering fails to reach the minimum amount needed to complete the Initial Closing and pay associated fees, investor funds will typically be returned, and any abort costs incurred will be borne by the Manager as discussed; however, the BAA’s obligations will depend on the funding, guarantee, Outside Date and automatic adjustment provisions described above and in the applicable BAA. See “Risk Factors — Risks Related to Conflicts of Interest — Our Manager earns fees and expense reimbursements from each series regardless of performance, creating conflicts of interest with investors” and “Risk Factors — Risks Related to Our Business and Industry — Our pipeline, pricing, and timing depend on our ability to sign athletes to BAAs on acceptable terms, which may not be achievable” for more information.

Upon and following each closing of a series offering, the series will disburse to the Client, or reimburse the Manager to the extent the Manager funded an initial tranche through an advance, the portion of offering proceeds attributable to the Initial Advisory Payment and will pay the immediate fees and expenses of the offering. The series then holds the contractual rights to receive the Brand Amount going forward. At this point, the series’ “balance sheet” will consist primarily of the BAA, as an intangible asset representing the future income stream, and any cash reserve remaining after initial disbursements. The series will also carry on its books any liabilities incurred at inception, such as obligations to pay Manager fees, accrued offering expenses, any outstanding Manager Promissory Note issued in respect of advances, and any remaining unreimbursed portion of the Manager’s initial tranche of the Initial Advisory Payment, if applicable.

Cash Flow and Distributions

As the series receives Brand Amount payments, those funds will accumulate in the series account. On a periodic basis, which may be monthly, quarterly or at such other intervals as the Manager determines appropriate, the Manager will review the series’ cash balance and upcoming obligations. From the incoming funds, the series will pay any due Operating Expenses – these payments may include the Manager’s Maintenance Fee at the designated interval, any insurance premiums due and any invoiced expenses for services. The Manager may also retain a portion of funds raised in its offering as a reserve for future known expenses or to buffer against irregular income , such as retaining cash during the Client’s in-season months to cover expenses during off-season periods when Brand Income may be reduced or absent. After covering expenses and appropriate reserves, the remaining Free Cash Flow , as defined in the Operating Agreement, will be available for distribution to the series’ investors.

The Manager has the authority to determine Free Cash Flow and to make distributions from time to time, in accordance with the terms of the Operating Agreement and the specific Series Designation. The Manager determines, on the periodic basis set forth in each Series Designation, if any, the Free Cash Flow, if any, available for distribution to Unit holders of that series. Accordingly, the distribution cadence for each series (for example, quarterly, semi-annually or such other interval) will be set forth in, and governed by, the applicable Series Designation rather than the Operating Agreement. The exact timing will balance administrative feasibility with investor expectations and the variability of payments. In any event, no distribution will be made if it would impair the series’ ability to meet its liabilities or if the series has no Free Cash Flow available. Our Operating Agreement also prohibits us from distributing in kind assets, which means distributions are cash only and we will not, for example, transfer part of the BAA itself to investors.

When a distribution is declared for a series, it will be made to all investors in that series pro rata based on the number of units they hold. For example, if a series has 1,000 units outstanding and an investor owns 100 units (10%), that investor will receive 10% of any distribution amount declared for that series. Distributions will generally be paid through the Platform, meaning the cash will either be deposited into investors’ linked bank accounts or credited to their Platform account wallet, depending on our arrangements with the transfer agent and payment processors. Investors may have the option to withdraw funds or reinvest in additional offerings, to the extent a reinvestment plan or new offerings are available at such time.

Investors should be aware that a series may not have distributable cash for a significant period following its initial closing. The Manager may accumulate reserves during the early stages of a series to ensure that the series can cover fixed expenses, including audit fees and other Operating Expenses, before any distributions are made. Once a series matures and Brand Income becomes steady, the Company intends that distributions will represent the primary means by which investors realize returns. Capital appreciation of Units is uncertain in the absence of a public trading market. The Manager may adjust distribution practices depending on circumstances. If, for example, the Client’s earnings are expected to increase materially due to an anticipated promotion or contract change, the Manager may retain additional cash reserves to fund an expanded scope of Advisory Services or to support other series-level objectives that the Manager believes may enhance long-term value for the series. Any material changes to distribution policy would be disclosed to investors.

Shortfalls and Manager Support

If a series does not have enough cash on hand to pay its obligations, the Manager may, in its sole discretion: (i) loan money to the series to cover the excess Operating Expenses (an “Operating Expense Reimbursement Obligation”), on which the Manager may impose a reasonable rate of interest at a rate no less than the Applicable Federal Rate, with the series repaying that amount from future Free Cash Flow; (ii) cause the series to issue additional Units to cover such amounts, though doing so might dilute existing investors and we would expect to use this option only when necessary; or (iii) pay the excess Operating Expenses itself and not seek reimbursement. The operating agreement also expressly authorizes the Manager to enter into Operating Expense Reimbursement Obligation arrangements on behalf of a series, effectively treating such expenditures as an absorbed cost. The operating agreement separately allocates Operating Expenses to the series but does not itself define this Free Cash Flow netting. The expected practice as to which option the Manager will use in any particular case may be addressed in the applicable Series Designation or offering materials and may depend on the Manager’s confidence in future Brand Amount payments to the series and general business considerations. The Manager is not obligated to advance funds, but it may do so to protect the series’ asset . Advancing funds to pay a filing fee to maintain rights or legal fees to enforce the BAA, for example, could benefit both the series and, indirectly, the Manager’s reputation. Any such Operating Expense Reimbursement Obligation will be documented and repaid out of future Free Cash Flow before distributions. The Company will disclose in its periodic reports whether any series has outstanding Operating Expense Reimbursement Obligations to the Manager, as such obligations affect the cash available for distribution to investors.

Series-Level Reporting and Accounting

In addition to the SEC filings, we intend to provide investors with certain updates on each series’ performance through the Platform. This may include periodic summaries of Brand Amount payments received and expenses paid, possibly in the form of an informal investor dashboard or newsletters. However, these will be supplementary and not a substitute for the formal SEC reports. The formal financial statements included in our filings will provide the official record. We anticipate that our accounting will treat each series as a separate unit for financial statement purposes. We may present a combined balance sheet and income statement for the Company with columns for each series (and eliminating any inter-series transactions if any). Investors will thus be able to see the revenues, expenses, and net income (or loss) of the specific series they invested in.

We also intend to provide investors with annual tax information and appropriate updates on a Client’s performance. However, we must balance investor reporting with confidentiality commitments to the Client. The Brand Advisory Agreement’s confidentiality and public announcement provisions may limit how much detail we can disclose about the Client’s earnings beyond public information or information required in securities filings. We expect to disclose aggregate numbers in financial statements and other required reports, while limiting personal details as required by the BAA, applicable law and any league privacy requirements. If necessary, we may seek the Client’s consent for certain disclosures.

Related-Party Transactions

All cash flows described are generally between the series and third parties (Client, vendors) or the series and the Manager. If any other related-party transactions occur, including transactions in which an affiliate of the Manager provides a service to the series for a fee, such transactions will be conducted on arm’s-length terms and disclosed to investors. The primary related-party flows are the Manager’s fees and expense reimbursements already discussed. See “Risk Factors — Risks Related to Conflicts of Interest” for more information.

Operating Expenses

Each series is responsible for its own ongoing expenses. As defined in our Operating Agreement, Operating Expenses of a series include, among other things: the Maintenance Fee payable to the Manager; any fees and costs for professional services, including accounting, audits, state filings and SEC reporting compliance, allocable to that series; insurance premiums for any insurance covering the series or its Client or Manager, including liability insurance and key person insurance on the Client,; any taxes applicable to the series; any legal expenses associated with that series , such as costs of enforcing the BAA or responding to legal claims,; fees of any third-party service providers engaged specifically for that series, including a registrar or transfer agent for that series’ Units, if any,; and any other operational costs that can arise in the course of running the series , including costs of communications to members of that series. Certain of these expenses are predictable, such as the Maintenance Fee and scheduled audit costs, while others arise only as needed, such as legal costs for enforcement.

Certain expenses, such as general marketing of the Platform, common technology expenses, or salaries of personnel who service all series, may be shared across multiple series or the Company as a whole. Our Operating Agreement allows the Manager to allocate such costs among series in a fair and reasonable manner via an Allocation Policy. By way of example, if an annual SEC filing service covers all series, the Manager may allocate the cost proportionally by number of series or by complexity. The Manager has discretion in allocation but must do so consistently and in good faith. By pooling resources, series can benefit from economies of scale. no series will be charged for expenses clearly attributable to another series or to the Manager’s own ordinary overhead and administrative expenses, except to the extent such amounts constitute Operating Expenses or are otherwise payable under the Operating Agreement or the applicable Series Designation.

Each series will maintain its own books and records, and the Manager will ensure that all income and expenses are accounted for at the series level. We plan to prepare financial statements for each series (which may be included in our consolidated financial reporting with appropriate breakout, or provided separately in our annual report as required). The transparency of series-level finances is important so that investors can see how their specific series is performing.

Allocation of Expenses

To the extent relevant, Brokerage Fees, Offering Expenses, Negotiation Fees, Operating Expenses, revenue generated from Series Assets and indemnification payments under the Operating Agreement will be allocated among the various series in accordance with the allocation policy set forth below. Costs and expenses specific to a series offering and the administration of that specific series, such as escrow fees, the Maintenance Fee and any Brokerage Fee, will be allocated to that series, in many cases by deducting those expenses from the gross proceeds of the series offering, as the Manager’s practice will be to allocate items that are attributable to a specific series to be borne by, or distributed to (as applicable), the applicable series. If, however, an item is not allocable to a specific series but to the Company or the Manager in general, it will be allocated pro rata based on the value of the underlying Series Asset held by a series, on the gross proceeds of each series offering, or on the number of outstanding series, as reasonably determined by the Manager or as otherwise set forth in the allocation policy. By way of example, as of the date hereof revenue and expenses will be allocated as follows:

Offering Expenses and other series expenses will be borne, allocated, reimbursed or assumed as provided in the Operating Agreement and the applicable Series Designation. The Manager may, in its discretion and in writing, assume expenses otherwise allocable to a series. Notwithstanding the foregoing, the Manager may be reimbursed by a series from the proceeds of that series offering for offering expenses actually incurred, in an amount not to exceed 2% of the gross offering proceeds of such series offering.

Industry and Competitive Landscape

We operate at the intersection of the professional sports industry and the alternative investments market. Our business model – securitizing a portion of an individual athlete’s future earnings and offering it to retail investors – is novel and not yet common, but it draws on trends in both industries. Below, we discuss the context, potential competition, and external factors affecting our business environment.

Sports Industry Context

The professional sports industry is massive and composed of various leagues and organizations, each with its own rules regarding player contracts and compensation. Athletes typically earn income through contracts with teams (salary and bonuses) and through endorsements or sponsorships. Traditionally, athletes facing financial needs or looking to capitalize on future value have had limited options: they might take out loans (sometimes using future contract guarantees as collateral), enter into endorsement deals (which pay them based on their fame), or in rare cases, engage in personal brand monetization deals. A precedent for our model can be seen in historical cases like that of Fantex, Inc., which around 2013 launched a platform to buy economic interests in professional athletes’ earnings via tracking stock IPOs. While Fantex gained media attention, it was short-lived and did not become a mainstream mechanism, partly due to regulatory complexities and the difficulty of sustaining a trading market for those securities. Our approach under Regulation A with a series LLC is a more recent innovation, aiming to make such investments feasible on a wider scale.

From the athlete’s perspective, our offering competes with other means of financing or monetization. For example, an athlete might consider our Brand Advisory Agreement versus simply negotiating a higher salary (if possible), seeking an advance from their agent, or signing an endorsement that provides upfront cash. The value proposition we offer is unique in that it directly ties into their professional income and provides supportive services. However, some athletes may be hesitant to sell a slice of their future earnings due to psychological factors or advice from agents/financial advisors who are unfamiliar with our model. A factor in our favor is that we do not take any of the athlete’s off-field earnings, which means the athlete retains full upside on endorsements and other ventures – this could make our model more palatable compared to, for example, an agency that takes a percentage of all income or a loan that has to be repaid with interest regardless of success.

We must also navigate league and players’ association regulations in the sports industry. Most leagues do not explicitly contemplate third-party sharing of player salaries, but they often restrict assignment of player contracts. We structure our agreements carefully as revenue sharing contracts that do not assign or encumber the player’s contract itself, and we obtain direct payment instructions in compliance with payroll practices , including through the use of standard forms for direct deposit splitting where available. There is a risk that a league or players’ union could disapprove of or challenge these arrangements, especially if they perceive it as potentially exploitative of players or in conflict with collective bargaining agreements. As part of our industry landscape, we will monitor any guidance or rules from leagues. If, for example, the NFL or NBA were to adopt a policy prohibiting players from entering into future income contracts, the Company would be required to cease targeting athletes in those leagues. Currently, to our knowledge, no major U.S. league has formal rules prohibiting what we are doing, but the landscape could change as our model gains attention. We may seek informal or formal approval from league officials or players’ associations as we grow, to ensure our model is sustainable within the sports ecosystem.

Alternative Investments and Crowdfunding Landscape

From the investment perspective, our series offerings fall under the broader category of fractional alternative assets or crowdfunding investments. In recent years, platforms have emerged that allow retail investors to buy shares in non-traditional assets such as real estate, art, collectibles, litigation finance, royalties, and income streams. Existing platforms address asset classes such as music royalties, sports memorabilia and shares of private companies. The Manager has studied certain of these platforms, including Musicow, as comparable models. These platforms, including our own, are part of a movement to democratize access to investments that were once only available to large institutions or not available at all. We see this as our broader industry: financial technology (FinTech) companies enabling crowdfunding and fractional ownership.

With respect to direct competition, as of this writing, there are a limited number of companies explicitly operating similar businesses to our business. Vestible, Inc. (mentioned in the context of Vestible Platform) appears to be a venture with a similar concept of investing in athlete income, targeting early-career athletes and using a series LLC structure under Regulation A (their filings indicate a plan to acquire percentages of future income of football, basketball, baseball, and soccer players). Vestible’s platform, if active, could be considered a direct competitor as it would appeal to the same investor base and pool of athletes. We will differentiate ourselves through our branding, the specific services we offer to athletes, and possibly through focusing on different sports or niches. It is also possible that established sports agencies or new startups could attempt their own versions of athlete-backed securities. For example, a large sports agency might consider facilitating investments in their star clients (though this could raise conflict of interest concerns for them). To our knowledge, no major agency has done so yet in a public offering format.

We also face indirect competition for investors’ dollars from other sports-related investments. Some investors might find our series analogous to investing in sports teams or leagues , such as purchasing equity in publicly traded sports franchises or media companies with sports-related revenue or even participating in daily fantasy sports or sports betting as a form of engagement with athlete performance , although such activities have materially different risk profiles. Additionally, as an entertainment investment, our business might be compared with investing in music artists’ royalties or film box office shares. While the underlying assets differ, the common theme is investing in future revenue streams of talent or content. We consider any platform that offers income-sharing with talent , whether in music, acting or other fields, as part of the competitive landscape insofar as it educates investors to the concept and, conversely, if a high-profile failure were to occur, it could impact investor appetite across the board.

Our competitive strategy emphasizes transparency and the cultivation of mutually beneficial relationships with Clients. We seek to attract high-potential, early-career talent by offering competitive terms and demonstrating the value of the Advisory Services and brand support provided to each Client. If the Company establishes a reputation as a supportive partner to athletes, rather than solely a financing source, the Manager believes that athlete interest in the platform will increase, providing a competitive advantage in sourcing Brand Advisory Agreement opportunities. On the investor side, the Company intends to build credibility through regulatory compliance, clear and complete disclosures, timely distributions when available, and accurate and current investor communications. As an early participant in this market, the Company recognizes that any operational or compliance failures could undermine confidence in the model broadly. Accordingly, the Company views responsible operation as both a regulatory obligation and a competitive imperative.

Market Acceptance and Growth

The market for investing in athletes’ earnings is still in its infancy. A critical aspect of our industry landscape is investor education and acceptance. Many potential investors may be unfamiliar with investments of this nature and may require education regarding how returns are generated and the risks associated with an investment tied to an individual athlete’s career. The Company and other market participants will need to invest in market education. If the Company is successful and investors realize returns, this sector could develop into a significant new asset class. Considering that the sports industry’s athlete payrolls run in the tens of billions of dollars annually, even a small fraction of that amount structured as investable securities could represent a substantial market. Conversely, if early series underperform or if negative publicity arises, including adverse media coverage involving a Client, public perception of the model could be materially harmed. As an early participant in this market, the Company must carefully manage both investor and Client relationships to support the market’s development.

Regulatory changes could also shape the competitive landscape. Any modifications to Regulation A or securities laws that make it easier or harder to do what we do will affect potential entrants. Similarly, if leagues or governmental authorities impose rules restricting or regulating athlete income-sharing arrangements, the Company’s operations could be materially affected. We keep abreast of policy discussions around athlete income assignment, sports betting , and financial innovation in sports.

While we currently face relatively few direct competitors in offering fractional investments in athletes’ Brand Income, we operate in a broader competitive environment that includes other alternative investment platforms and the traditional sports finance ecosystem. Our success will depend on effectively carving out a reputation and niche within this environment. We believe the novelty of our product is both an opportunity and a challenge: we have the chance to lead in creating a new market, but we also must overcome the lack of historical precedent and any skepticism from potential stakeholders. We will continue to monitor the competitive landscape and adjust our outreach and offerings to maintain a compelling value proposition for both investors and athletes.

Government Regulation and Compliance

Our business and the offering and sale of Units are subject to extensive federal and state laws, rules and regulations, including securities laws, broker-dealer and offering-related requirements, ongoing reporting obligations, investment company and investment adviser considerations, tax rules, data privacy requirements, and laws and policies applicable to professional sports and athlete compensation arrangements. These regulatory frameworks are complex and may change over time, and any new or modified laws, rules, regulations, interpretations or policies could require us to modify our business model, offering structure, Platform operations, disclosure practices or contractual arrangements with Clients. We intend to operate in compliance with applicable regulatory requirements and to update investors regarding material regulatory developments, but we cannot assure investors that future regulatory changes or interpretations will not adversely affect the Company, any series, the Manager, the Platform, the Brand Advisory Agreements or the value of an investment in Units. See “Risk Factors — Risks Related to Government Regulation” for more information.

We operate in a regulated environment spanning securities law, investment company law, and sports-specific considerations. We have implemented compliance measures to address these areas of concern and we will provide investors with transparent reporting. The success of our business not only hinges on athlete performance but also on strict adherence to these legal and regulatory frameworks, which we regard as essential to protect our investors and Clients and to maintain our authorization to operate. We encourage investors to review our filings and communications, and we remain available to answer regulatory or compliance-related questions through the Platform’s investor relations channels.

In the event of any material regulatory developments, we will update investors via Form 1-U or in our annual reports. For example, if a new law is passed that limits such revenue sharing contracts, or if the SEC provides new guidance that impacts how we account for series, we would disclose the implications.

Regulation A and the Securities Act of 1933

The Units in our series to be offered to investors are securities under U.S. law. We are conducting these offerings under Tier 2 of Regulation A as qualified by the SEC. Tier 2 of Regulation A allows us to offer securities to the general public subject to certain limits and ongoing reporting requirements, without registering the securities under the Securities Act of 1933, as amended (the “Securities Act”). Each series offering must be qualified by the SEC before sales may occur, meaning the SEC has reviewed and permitted the offering to proceed, although SEC qualification does not imply approval or endorsement of the investment’s merits. 

As a Tier 2 Regulation A issuer, we are required to file the following reports with the SEC:

These reports will be made available on the SEC’s EDGAR website for free access by the public. We will also post links or copies on our Platform for investors’ convenience. By investing, investors consent to receive these reports electronically. We do not plan to mail paper reports. The reporting obligations will continue annually until either we terminate them by deregistering, which generally may not occur until the series have fewer than the applicable minimum number of holders and certain other conditions are satisfied, or if we register the securities under the Exchange Act , which the Company does not currently intend to do.

If and when the Company (or a series) is no longer required to file reports , including if all series operations have been completed and the Company has fewer than 300 holders and elects to exit the Regulation A reporting regime,, we would inform investors of this event. Until that time, investors can expect at least annual and semi-annual updates for the foreseeable future. Since each series will have an expected life tied to the athlete’s career, which may extend for many years,, we anticipate needing to provide ongoing reporting for as long as any series remains active and investors hold such series’ Units.

State Blue-Sky Law

Tier 2 offerings pre-empt state securities law registration, which means we generally do not have to register or qualify each offering in individual states. However, we are subject to state anti-fraud provisions and may need to file notice filings in certain states or pay state filing fees. We have taken steps to ensure we meet any such requirements. Additionally, Andes and our Platform conduct the necessary investor residence verifications and other compliance checks to facilitate an orderly multi-state offering process. Investors from all states in the U.S. , and potentially certain foreign jurisdictions at the Manager’s discretion, are eligible to invest, provided the legal requirements are satisfied. We currently limit sales to U.S. persons and a small number of non-U.S. persons on a case-by-case basis. If we do accept non-U.S. investors, we will comply with any necessary offshore offering regulations , including Regulation S under the Securities Act for offers conducted outside the United States.

Investment Company Act of 1940

We have structured the Company and each series with the intention of avoiding regulation as an “investment company” under the Investment Company Act of 1940 (the “1940 Act”). The 1940 Act is a federal law that imposes strict requirements on companies primarily engaged in investing or trading in securities , such as registered investment companies. Under Section 3(a)(1)(A) of the 1940 Act, an entity is an investment company if it is engaged primarily in the business of investing, reinvesting, or trading in securities. Our Company’s primary business is entering into Brand Advisory Agreements with athletes and managing those agreements, which the Company does not view as investing in “securities.” A Brand Advisory Agreement is a contract for a share of personal earnings, not a stock, bond or other traditional security, and the payments thereunder depend on the Client’s personal services and athletic performance. We believe that each series’ asset (its BAA) is not a security but rather a commercial contract, and thus the series is not holding an investment security. Accordingly, the Company, when viewed in the aggregate across all series, is not in the business of investing in securities; rather, the Company’s business consists of providing Advisory Services and earning contractual income under Brand Advisory Agreements.

Even under the 1940 Act’s broader definition in Section 3(a)(1)(C) (which looks at an entity that holds more than 40% of its assets in “investment securities”), we contend that the assets of each series (and thus of the Company in aggregate) are not “investment securities” because, again, a revenue-sharing contract tied to personal endeavor is not a security as that term is defined for 1940 Act purposes. To reinforce this, we do not plan for any series to hold a portfolio of securities; they will hold cash and a BAA (and maybe short-term deposits for cash management). We will also not engage in trading or acquiring securities with the series’ funds (aside from perhaps placing idle cash in money market funds or bank accounts, which are generally not counted toward the 40% test due to exceptions for cash/cash equivalents).

Therefore, we believe the Company and its series are not investment companies and are not subject to the 1940 Act’s requirements. If a series were deemed to be holding securities , including in the event that a BAA were construed as an investment in the Client akin to a security, we would take steps to ensure we remain within an exclusion or exemption of the 1940 Act. Certain exclusions and exemptions are available under the 1940 Act, but the Company does not anticipate needing to rely on those provisions given its current business model. We will monitor our activities and assets to prevent any inadvertent status as an investment company. The consequences of being subject to the 1940 Act could be material, as registration could require the Company to fundamentally alter its structure to comply with leverage, custody, governance and other requirements. Avoidance of such classification is therefore a significant operational priority. The Company’s counsel has analyzed this issue and will continue to monitor developments, particularly if the Company’s business scope changes.

Investment Advisers Act of 1940

The Manager, Agentiq Sports, Inc., is not registered as an investment adviser under the Investment Advisers Act of 1940. We do not believe such registration is required because the Manager’s activities, while they involve managing the assets of the series, do not involve providing advice to others about securities for compensation – rather, the Manager is managing its own assets (through the Company/series structure) and the compensation it receives is in the form of Managerial fees, not advisory fees from clients. Additionally, the nature of our asset (the BAA) is not a security, so the Manager is not advising on securities. If our interpretation of the law changed or if we found ourselves offering any individualized investment advice to investors, we would revisit the need for adviser registration. Currently, the Manager acts in a Managerial capacity similar to a general partner of a series of limited partnerships, which is generally excluded from the Advisers Act (the “internal adviser” exemption for managing member advice to the fund it manages).

Securities Exchange Act of 1934

As noted, in our offering process we utilize a registered broker-dealer (Andes Capital Group) to ensure compliance with FINRA rules and securities sale regulations. The Manager itself is not a broker-dealer and will not receive commissions for selling Units. The Platform’s role is primarily as a technology provider and facilitator, with the actual sale of units being conducted through the broker’s oversight. We have taken steps to structure any compensation in compliance with broker-dealer regulations (for example, Andes Capital is compensated via the Broker Fee disclosed for each series, and no unregistered persons are paid transaction-based compensation for soliciting investors). We also comply with anti-money laundering and know-your-customer requirements through our broker and escrow arrangements, verifying all investors’ identities and sources of funds as required by law.

Privacy and Data Security

In operating the Platform, we collect personal information from users , including names, addresses, social security numbers for tax reporting and bank account information for payments. We are subject to data privacy and protection laws including Regulation S-P , which requires investor privacy notices, and potentially state privacy laws. We maintain a privacy policy that conforms with these requirements and have implemented security measures to protect user data. We are committed to safeguarding investor information and complying with all applicable privacy regulations.

ERISA

The Employee Retirement Income Security Act (ERISA) and IRS rules have implications if retirement plan investors , such as individual retirement accounts or 401(k) plans, invest in our series. We do not currently anticipate significant investment from ERISA plan assets, but to the extent such investment occurs, the Company intends to structure each series to avoid violation of applicable plan asset regulations and prohibited transaction rules, which generally requires maintaining benefit plan participation below 25% of a series or qualifying for an applicable exemption. The Company will include appropriate legends and representations in the subscription documents to address ERISA compliance.

Sports Gambling Laws

Although seemingly unrelated, with the rise of sports betting, regulators or leagues might scrutinize anything that looks like betting on a player’s performance. Our product is an investment, not a wager, but we will be mindful to distinguish it clearly. We do not permit any form of “betting” or short-term trading on player outcomes – investments in our series will be an investment in a long-term investment contract.

Employees

Neither the Company nor any of its series has any employees.

Legal Proceedings

From time to time, we, the Manager, our series or our Clients may become involved in claims, litigation, arbitration, regulatory inquiries or other proceedings arising in the ordinary course of business, including matters relating to the offering and sale of Units, the operation of the Platform, the administration or enforcement of Brand Advisory Agreements, payments of Brand Amounts, intellectual property, publicity rights, employment or contractor matters, data privacy and security, or other commercial disputes. As of the date of this Offering Circular, we are not aware of any legal proceedings pending or threatened against the Company, any series, the Manager or any Client that we believe would have a material adverse effect on our business, financial condition, results of operations, any series or the value of an investment in Units. Any future proceeding, whether or not resolved in our favor, could be costly, time-consuming, disruptive to our business and relationships, and could divert the attention of the Manager and other personnel from operating the Company, the Platform and the series.

USE OF PROCEEDS

The expected use of proceeds of each series offered pursuant to this Offering Circular is set forth below.

Agentiq Sports 1 Series RC

We estimate that the gross proceeds of the offering of Agentiq Sports 1 Series RC Units will be $1,290,000 assuming the Maximum Series Offering Amount is sold. The following table breaks down the anticipated use of proceeds into different categories:

The Manager will not be reimbursed for offering expenses advanced to Series RC from the proceeds of the Series RC series offering.

The allocation of the net proceeds of this offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues, if any, and expenditures.  The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and the proceeds of the offering. The Manager reserves the right to modify the use of proceeds based on the factors set forth above.

Agentiq Sports 1 Series EVR

We estimate that the gross proceeds of the offering of the Series EVR Units will be $2,821,000 assuming the Maximum Series Offering Amount is sold. The following table breaks down the anticipated use of proceeds into different categories under various funding scenarios:

The Manager will not be reimbursed for offering expenses advanced to Series EVR from the proceeds of the Series EVR series offering.

The allocation of the net proceeds of this offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues, if any, and expenditures.  The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and the proceeds of the offering. The Manager reserves the right to modify the use of proceeds based on the factors set forth above.

Agentiq Sports 1 Series Justin Martinez

We estimate that the gross proceeds of the offering of Agentiq Sports 1 Series JM Units will be $353,000 assuming the Series JM Maximum Series Offering Amount is sold. The following table breaks down the anticipated use of proceeds into different categories:

The Manager will not be reimbursed for Offering expenses advanced to Series JM from the proceeds of the Series JM offering.

The allocation of the net proceeds of this offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues, if any, and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and the proceeds of the offering. The Manager reserves the right to modify the use of proceeds based on the factors set forth above.

Agentiq Sports 1 Series Carlos Virahonda

We estimate that the gross proceeds of the offering of the Series CV Units will be $255,000, assuming the Series CV Maximum Offering Amount is sold. The following table breaks down the anticipated use of proceeds into different categories:

The Manager will not be reimbursed for Offering expenses advanced to Series CV from the proceeds of the Series CV offering.

The allocation of the net proceeds of this offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues, if any, and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and the proceeds of the offering. The Manager reserves the right to modify the use of proceeds based on the factors set forth above.

DESCRIPTION OF THE SERIES AND THEIR ASSETS

This section describes the terms, structure and principal assets of each Series offered pursuant to this Offering Circular, including the Series Asset held or to be held by the applicable Series, the related Brand Advisory Agreement, the Client and the Series-specific economic terms. Each Series is established as a separate series of the Company pursuant to the Operating Agreement and the applicable Series Designation, and the specific terms and characteristics of each Series, including its capital structure, fees and expenses, distribution mechanics, governance provisions, Series Asset and any Series-specific rights, limitations or conditions, are set forth in and governed by the applicable Series Designation, as supplemented by the related Series BAA and the other transaction documents described herein. The following descriptions are intended to provide investors with a Series-level summary of the relevant assets and transaction terms and should be read together with the applicable Series Designation, the related Series BAA, “Description of the Securities Being Offered,” “Management,” “Use of Proceeds” and “Risk Factors.”

Agentiq Sports 1 Series Ronny Cruz 

Agentiq Sports 1 Series Ronny Cruz (“Series RC”), a designated series of Agentiq Sports 1 Series LLC, was established on May 12, 2026 to allow investors to participate in a contractual right to receive a fixed percentage of the on-field professional baseball income generated by Ronny Cruz, a top 100 baseball prospect who has been ranked as a Top 100 prospect by Baseball America and FanGraphs and has been reported as entering MLB Pipeline’s Top 100, over the course of his career. 

Series RC Designation 

The following table contains a summary of certain terms of the Amended and Restated Series Designation governing Series RC, dated August 4, 2026 (the “Series RC Designation”), which may be material to a prospective investor’s subscription for the RC Units. The Series RC Designation amends and restates in its entirety the original Certificate of Designation of Series RC dated May 12, 2026, and sets forth the series-specific terms of Series RC within the Company’s broader series limited liability company structure. This summary is qualified in its entirety by reference to the Series RC Designation attached as an exhibit to the Offering Statement of which this Offering Circular forms a part.

Brand Advisory Agreement with Ronny Cruz

On May 12, 2026, Series RC entered into a Brand Advisory Agreement with Ronny Cruz, a professional baseball player. On June 12, 2026, the parties entered into the Amended and Restated Brand Advisory Agreement (the “Series RC BAA”), which amends and restates the original agreement in its entirety. Pursuant to the Series RC BAA, Mr. Cruz sold, assigned and granted to us, as of the Commencement Date and continuing through the Term, the contractual right to receive the Brand Amount, which is equal to 10% of his Brand Income. Brand Income under the Series RC BAA means gross monies, compensation, or other consideration earned by or payable to Mr. Cruz after the Commencement Date solely as a result of his direct participation, performance, or employment as a professional athlete in the Principal Business, including base salary, signing bonuses, performance bonuses, prize or award money, and other earnings directly attributable to his on-field activities and services as a professional athlete, subject to the permitted deductions and exclusions set forth in the Series RC BAA. For purposes of the Series RC BAA, “Principal Business” is limited to Mr. Cruz’s primary professional occupation as a professional baseball player in Major League Baseball and its affiliated minor league system, Nippon Professional Baseball in Japan, the Korea Baseball Organization, and the Mexican League (Liga Mexicana de Béisbol). Compensation from leagues, tournaments, or competitions not listed in the Series RC BAA, including independent leagues, winter leagues, and exhibition play, does not constitute Brand Income. Brand Income also excludes all compensation, fees, royalties, and other consideration received for endorsements, sponsorships, personal appearances, speaking engagements, licensing of name, image or likeness, merchandising, or other off-field commercial activities.

In consideration of the Brand Percentage to be received by us under the Series RC BAA, Ronny Cruz is entitled to receive an Initial Advisory Payment of $1,200,000 and Advisory Services, with $350,000 payable within 30 days following June 12, 2026 (the “Restatement Date”) and the remaining unpaid balance payable within five (5) months following the Restatement Date, which may be funded from the proceeds of this Offering. If the full Initial Advisory Payment has not been paid by the Outside Date, Series RC will have no further obligation to pay the unpaid portion, the Initial Advisory Payment will be fixed at the aggregate amount actually paid on or before the Outside Date (the “Funded Amount”), and the Brand Percentage will automatically adjust on a pro rata basis as provided in the Series RC BAA. The scope of the Advisory Services will also be reduced on a pro rata basis in proportion to the Funded Amount. The Advisory Services include strategic brand enhancement and promotional advisory services, and Mr. Cruz has agreed to participate in periodic planning meetings, provide 300 autographed items for fan engagement initiatives, promotional campaigns or the Series Offering, and participate in one annual in-person fan engagement event organized by Series RC, in each case subject to the terms of the Series RC BAA. Series RC paid the initial $350,000 installment to Mr. Cruz on June 26, 2026, and June 26, 2026 is therefore the Commencement Date under the Series RC BAA. That payment was funded by the Series RC Manager Promissory Note and is expected to be repaid from Offering proceeds in accordance with the note’s payment waterfall. See “Certain Relationships and Related Party Transactions Involving Series RC” for more information.

Based on the Manager’s internal evaluation of Mr. Cruz’s current professional profile, recent performance, public prospect rankings and potential opportunities for advancement, the Manager currently believes that Mr. Cruz may have a reasonable prospect of earning Brand Income under the Series RC BAA during the term of the investment. See “— Prospect Rankings and Independent Evaluations” for more information. However, any such assessment reflects only the Manager’s subjective internal analysis and assumptions, is inherently uncertain, and should not be viewed as a prediction or assurance that Mr. Cruz will be promoted within the affiliated minor league system, to MLB, sign with or play in any other qualifying professional baseball league, reach any compensation level on any particular timeline, including the MLB league minimum, or otherwise generate Brand Income on any particular timeline or at all. See “Risk Factors — Risks Related to Our Business and Industry — Assumptions regarding a Client’s potential to generate Brand Income may prove inaccurate, and investors should not rely on any expectation regarding the timing or likelihood of advancement to, or participation in, any qualifying professional league or competition” for more information.

During the Term, Ronny Cruz must open and maintain a Participation Account at a bank or financial institution willing to execute the Account Control Agreement and otherwise reasonably acceptable to the series, execute and deliver the springing Account Control Agreement, designate and direct one hundred percent (100%) of his Brand Income to be deposited directly into the Participation Account (including by establishing direct deposit with and delivering payment directions to each payor of Brand Income), and establish and maintain an automatic bi-weekly transfer of the Brand Amount from the Participation Account to the Company Account, in each case subject to the fallback direct-remittance procedures set forth in the Series RC BAA. Ronny Cruz must also maintain complete and accurate books and records of contracts generating Brand Income, Brand Income earned or received and calculations of Brand Amounts payable to Series RC, including contracts, pay stubs, earning statements, invoices, bank statements and records of any expenses or deductions claimed under the definition of Brand Income, and must retain those records during the Term and for 12 months after termination or expiration of the Series RC BAA. In addition, Ronny Cruz must deliver a Semi-Annual Report to the Manager within 10 business days after each June 30 and December 31 during the Term, including the total Brand Income earned or received during the applicable six-month period, the Brand Amount owed to Series RC, year-to-date summaries and other information reasonably requested by Series RC, together with supporting documentation. Series RC, the Manager or their designee may examine, audit and copy relevant books, records and accounts of Ronny Cruz and his Affiliates during the Term and for 12 months after the Term to verify the accuracy of Semi-Annual Reports and Brand Amount payments, subject to the audit procedures and limitations set forth in the Series RC BAA.

The Term of the Series RC BAA commenced on May 12, 2026 and, unless earlier terminated in accordance with its terms, will continue until the earlier of: (i) the date that is two years after Ronny Cruz’s official retirement or permanent cessation from actively engaging in the Principal Business, subject to automatic continuation if he resumes active participation in the Principal Business during such two-year termination tolling period; and (ii) the 25th anniversary of the Effective Date of the Series RC BAA. The Series RC BAA may also be terminated earlier by mutual written agreement of the parties or for an uncured material breach following the applicable notice and cure period, and certain Collection Failures, deposit instruction failures, Account Control Agreement failures and intentional diversion of Brand Income constitute material breaches. The Series RC BAA does not terminate solely because the Initial Closing of the series offering does not occur by the Outside Date. If Ronny Cruz resumes active participation in the Principal Business after the end of the termination tolling period and the Series RC BAA has terminated, he must pay the Brand Percentage with respect to his Brand Income to a Revenue Share Trust established for the former members of the applicable series, as provided in the Series RC BAA.

If Ronny Cruz voluntarily ceases to engage in the Principal Business before the fifth anniversary of the Effective Date of the Series RC BAA for any reason other than Good Reason, he must repay Series RC, as liquidated damages, an amount based on the aggregate Initial Advisory Payment actually received by him, plus interest at the lesser of the Prime Rate plus 5% per annum, compounded monthly from the Early Termination Date, and the maximum rate permitted by applicable law, less all Brand Amount payments made before the Early Termination Date. The resulting amount is reduced by 15% for each of the first six full years of Mr. Cruz’s participation in the Principal Business following the Effective Date and by an additional 10% for the seventh full year, so no amount is repayable under this clawback from and after the seventh anniversary of the Effective Date. No amount is repayable if, as of the Early Termination Date, aggregate Brand Amount payments equal or exceed the aggregate Initial Advisory Payment actually received plus a 20% per annum internal rate of return thereon. Any required repayment is due within 30 days after cessation. “Good Reason” exists only if Mr. Cruz’s voluntary early cessation is due to a significant, documented injury, illness or medical condition that either renders him physically or mentally unable to continue performing in the Principal Business or would pose a substantial risk of permanent harm to his physical or mental health beyond the ordinary risks of the profession. A documented mental-health condition shall constitute a Major Injury and Good Reason if certified by a licensed mental-health professional, subject to the independent verification procedure in the Series RC BAA.

Athlete Overview

Ronny Cruz is a professional baseball player currently ranked as a top 100 baseball prospect. Mr. Cruz is a right-handed-hitting, right-handed-throwing infielder listed at 6 feet 2 inches and 170 pounds, born August 24, 2006, in Santo Domingo, Dominican Republic. He is currently in the Washington Nationals organization and has been assigned to the Wilmington Blue Rocks, the club’s High-A affiliate in the South Atlantic League; he has logged defensive appearances at shortstop, third base, and second base, with shortstop as his primary position. Cruz attended Miami Christian School (Miami, Florida) after moving from the Dominican Republic, where he established himself as a notable prep prospect and had been committed to the University of Miami prior to signing professionally. He was selected by the Chicago Cubs in the third round (90th overall) of the 2024 MLB Draft and signed on July 20, 2024; on July 31, 2025, the Washington Nationals acquired him from the Cubs in a trade that sent Michael Soroka to Chicago.

Mr. Cruz is under a standard Minor League player contract within the Washington Nationals’ farm system and has accrued no Major League service time; he has not appeared in any MLB games and therefore has no Major League statistics.  Consistent with the minor-league compensation framework negotiated in the first Minor League CBA, players at the High-A level receive at least $920 per week during the championship season, with club-provided in season housing, two meals per day, and a $31.50 per diem; spring training and certain offseason training periods are compensated at specified weekly rates, and offseason “dead periods” remain unpaid.  If added to a Major League roster, pre-arbitration players earn no less than the MLB minimum salary, which is $780,000 for the 2026 season under the 2022–2026 MLB collective bargaining agreement; 2027 minimums will be determined in the next CBA following the current agreement’s December 1, 2026 expiration.

In light of the foregoing and due to the terms of the Series RC BAA, it could take a number of years for investors to recover their initial investment, and if Ronny Cruz’s career as a professional athlete is cut short, or his earnings otherwise decrease over time, investors may never recover their initial investment. For example, by way of illustration only, if Ronny Cruz is added to a major league roster and his annual salary remained static at $780,000 per year, the annual Brand Amount payable to Series RC would be approximately $78,000 per year. However, before any distributions are made to investors, the series must first pay its Operating Expenses and the Manager may retain additional reserves in its sole discretion. As a result, it could take a significant period of time before investors could expect to recover their initial investment in full, and there can be no assurance that the series will generate sufficient Free Cash Flow to begin making distributions to investors within any particular timeframe. As discussed above in the Risk Factors section, the average career length of a player in the major leagues is around five years, which raises substantial doubt about Ronny Cruz’s ability to generate sufficient Brand Income over the length of his career for investors to recover their initial investment. See “Risk Factors — Risks Related to This Offering and Ownership of Our Units — Distributions, if any, will vary and may be delayed, reduced, or suspended” and “Risk Factors — Risks Related to Our Business and Industry — Each series is tied to the career outcomes of a single athlete, creating concentrated exposure to unpredictable events” for more information.

Athlete Statistics

Manager’s Evaluation of the Series RC Brand Advisory Agreement

The Manager has determined that the Series RC BAA represents a compelling economic opportunity for the Series and its investors, based on Mr. Cruz’s current prospect profile, recent on-field performance, independent third-party rankings, and the relationship between Top 100 prospect status and professional baseball career outcomes, including the potential to generate Brand Income from covered compensation earned in the Principal Business. This evaluation reflects only the Manager’s subjective internal analysis and assumptions as of the date of this Offering Circular and should not be construed as a guarantee or prediction of future performance, advancement within the affiliated minor league system, promotion to MLB, participation in any other qualifying professional baseball league or competition, compensation or Brand Income.

Prospect Rankings and Independent Evaluations

As of May 2026, Mr. Cruz has been ranked No. 91 overall by Baseball America (May 2026 update), No. 85 overall by FanGraphs (with a Future Value grade of 50) and the 4th-ranked prospect in the Washington Nationals organization by FanGraphs, and has been reported as entering MLB Pipeline’s Top 100. Baseball America’s Geoff Pontes has publicly compared Mr. Cruz’s early-career developmental trajectory to that of Fernando Tatis Jr., and FanGraphs’ Eric Longenhagen has compared his offensive profile to that of Junior Caminero, citing elite bat speed and weaponized power.

In 2026, Mr. Cruz slashed .333/.460/.627 with 3 home runs, 8 extra-base hits and 15 stolen bases in 14 games at Single-A Fredericksburg, earning promotion to High-A Wilmington despite never having played above the Arizona Complex League before 2026. Across 114 combined games in 2026, he posted a .234/.317/.400 line with 15 home runs, 47 stolen bases and a .717 OPS, compared with a .270/.314/.431 line and .745 OPS in 48 games in 2025. FanGraphs assigns Mr. Cruz a 50/60 future raw power grade, notes peak exit velocities of 110 mph with an EV90 of 105.5 mph and a 43% hard-hit rate, plus arm strength (55-grade) and defensive versatility across shortstop, second base and third base. The Manager believes that Mr. Cruz’s age, power and speed tools, defensive versatility and promotion support the potential described above, while his lower production after promotion underscores the developmental risk.

Historical Outcomes for Top 100 Prospects

According to a January 2026 Baseball America study of its Top 100 Prospects lists from 1990 through 2022, approximately 91.2% of the 1,794 players who appeared on at least one Top 100 list ultimately reached the major leagues, with the rate improving to approximately 96% since 2010; players ranked 81 through 100—the range in which Mr. Cruz currently falls—reached the majors approximately 89–90% of the time, compared with only approximately 17.6% of all signed MLB draft picks. The same study found that approximately 46% of Top 100 prospects achieved 5 or more career Wins Above Replacement (“WAR”), 33% achieved 10 or more WAR, 18% achieved 20 or more WAR and 9% achieved 30 or more WAR.

The following table separately illustrates the potential timing of Brand Income if Mr. Cruz remains in the minor leagues for a period of time and is later added to a Major League roster. This table is not a projection of Mr. Cruz’s call-up date, service-time status, compensation or future Brand Income. It is included only to illustrate that the Series may receive Brand Amounts during the minor-league period, but that the magnitude of such Brand Amounts would generally be expected to increase materially only if Mr. Cruz reaches the major leagues and earns MLB-level compensation.

These figures are illustrative only and should not be relied upon as predictions of any individual player’s earnings, including Mr. Cruz’s. They are derived from historical salary data, the current MLB minimum salary of $780,000 and publicly reported compensation for players at comparable service-time stages; actual earnings depend on career duration, performance trajectory, arbitration outcomes, free-agent market conditions and the terms of future collective bargaining agreements. The average MLB career is around five years, and under the current MLB economic structure players earn at or near the league minimum during their first three years of service, become eligible for salary arbitration in years four through six and reach unrestricted free agency after six years of major-league service. The illustrative figures do not represent amounts currently payable or expected to be payable under Mr. Cruz’s existing Minor League player contract with the Washington Nationals, and they do not model performance bonuses, pre-arbitration bonus pool allocations or other included Brand Income beyond the salary amounts expressly shown. Endorsement income, appearance fees, sponsorship income, licensing income, merchandising income and other off-field commercial compensation are excluded from Brand Income under the Series RC BAA. No representation is made that Mr. Cruz will reach the major leagues, be added to a Major League roster in 2027 or any other year, remain on a Major League roster for any period, achieve any particular WAR level, become arbitration eligible, reach free agency, or earn any particular level of compensation. See “Risk Factors — Risks Related to Our Business and Industry — Assumptions regarding a Client’s potential to generate Brand Income may prove inaccurate” for more information.

Economic Analysis

Under the Series RC BAA, the Series is entitled to receive the Brand Amount equal to 10% of Mr. Cruz’s Brand Income in exchange for the $1,200,000 Initial Advisory Payment to Mr. Cruz. Brand Income includes Mr. Cruz’s covered minor-league compensation, major-league salary, bonuses and other covered compensation, in each case to the extent included in the definition of Brand Income under the Series RC BAA. Accordingly, the Series may begin receiving Brand Amounts before Mr. Cruz reaches the major leagues. However, the Manager expects that any Brand Amounts derived solely from covered minor-league compensation would be limited relative to the Initial Advisory Payment, the Series’ Operating Expenses and other Series-level obligations. As a result, the Manager believes that the economic return profile of the Series RC BAA depends primarily on whether Mr. Cruz reaches MLB, remains employed at the major-league level and earns materially higher compensation over time.

Based on the historical Top 100 prospect outcomes described above, a career in the approximately 46% cohort of Top 100 prospects that achieved 5 or more career WAR could correspond to aggregate MLB salary-based Brand Income of approximately $15 million to $400 million or more, and a player who accumulates 5 to 10 career WAR would typically earn aggregate major-league compensation of approximately $15 million to $40 million. At a 10% Brand Percentage, aggregate MLB salary-based Brand Income of $15 million to $400 million or more would produce a gross Brand Amount payable to the Series of approximately $1.5 million to $40 million or more over the term of the Series RC BAA, before payment of Series expenses, reserves and other Series-level obligations, plus 10% of any covered minor-league compensation and any other Brand Income earned in the Principal Business. In a lower-outcome scenario in which Mr. Cruz reaches the majors but has a brief career generating approximately $3 million to $15 million of aggregate MLB salary-based Brand Income, the corresponding gross Brand Amount would be approximately $300,000 to $1.5 million, plus 10% of any covered minor-league compensation and any other Brand Income earned in the Principal Business. Although that lower-outcome scenario may produce cash flow to the Series, there can be no assurance that it would be sufficient for investors to recover their initial investment after payment of Operating Expenses, reserves, Advisory Services costs, the Series RC Maintenance Fee, any Manager Promissory Note interest, taxes and other Series-level obligations.

Illustrative Gross Break-Even Analysis

The following analysis illustrates the amount and duration of qualifying Brand Income required for aggregate gross Brand Amounts received by Series RC to equal the $1,200,000 Initial Advisory Payment and the $1,290,000 Series RC Maximum Offering Amount. It assumes a fixed 10% Brand Percentage, a Commencement Date that has occurred and no interruption in qualifying Brand Income. It further assumes that the full $1,200,000 Initial Advisory Payment is funded and that no pro rata adjustment to the Brand Percentage occurs under the Series RC BAA; if the full Initial Advisory Payment is not paid by the Outside Date, the Brand Percentage would adjust downward on a pro rata basis and the aggregate gross Brand Amounts shown below would be correspondingly lower. The analysis compares aggregate gross Brand Amounts against those two amounts on a gross basis only, and neither amount is investor break-even. For each row, the listed amount is assumed to equal post-Commencement Date Brand Income after application of any Permitted Deductions under the Series RC BAA, and greater gross covered compensation may be required to generate the stated Brand Amount. The analysis does not deduct Operating Expenses, reserves, Advisory Services costs, the Series RC Maintenance Fee, any Manager Promissory Note interest, taxes or other Series-level obligations from amounts received by Series RC. It does not reflect collection delays, the timing of distributions, the Manager’s discretion to retain reserves, changes in compensation under future collective bargaining agreements or the time value of money. Actual investor recovery, if any, would require additional Brand Income and would take longer than the periods shown below.

Series RC intends to apply approximately 93.0% of the gross proceeds of the maximum offering to the Initial Advisory Payment and the Series RC Manager Promissory Note, consisting of $850,000 toward the Initial Advisory Payment and $350,000 to repay the note in accordance with its payment waterfall. Amounts received by Series RC are further reduced before distribution by the Series RC Maintenance Fee, equal to 2.5% of amounts actually distributed in cash to holders of Units, and by interest on the Series RC Manager Promissory Note at 1.0% per annum, subject to a floor equal to the Applicable Federal Rate for any advance that constitutes an Operating Expense Reimbursement Obligation. During an Event of Default, the applicable interest rate increases by 6.0 percentage points, subject to the maximum lawful rate. As described above, covered minor-league compensation is included in Brand Income under the Series RC BAA, so Series RC may receive Brand Amounts before Mr. Cruz reaches the major leagues, although the Manager expects any such amounts to be limited relative to the Initial Advisory Payment and the Series’ expenses and other obligations.

At a 10% Brand Percentage, Series RC would need to receive $1,200,000 of aggregate gross Brand Amounts to equal the Initial Advisory Payment, which would require Mr. Cruz to generate $12.0 million of aggregate qualifying Brand Income, and $1,290,000 of aggregate gross Brand Amounts to equal the gross proceeds raised in the maximum offering, which would require $12.9 million of aggregate qualifying Brand Income, in each case before taking into account any Series expenses, reserves or other obligations.

The foregoing illustration should not be read to imply that investors would recover their initial investment within the number of seasons shown or at all. Series RC may receive little or no material Brand Amounts if Mr. Cruz remains in the minor leagues for an extended period, does not reach MLB or another qualifying professional baseball league, experiences injury or performance decline, earns less compensation than the illustrative ranges assume, or has a shorter-than-expected career. Before any distributions are made to investors, Series RC must first pay Operating Expenses and other Series-level obligations, and the Manager may retain additional reserves in its sole discretion. Actual investor recovery could be substantially later than the periods shown above, and investors may never recover their initial investment.

The following table illustrates, on a gross basis only, the aggregate Brand Amounts that Series RC would receive at selected levels of aggregate qualifying Brand Income over the course of Mr. Cruz’s career. It assumes a fixed 10% Brand Percentage, a Commencement Date that has occurred and no interruption in qualifying Brand Income. It further assumes that the full $1,200,000 Initial Advisory Payment is funded and that no pro rata adjustment to the Brand Percentage occurs under the Series RC BAA. As described above, covered minor-league compensation is included in Brand Income under the Series RC BAA, so the Series may begin receiving Brand Amounts before Mr. Cruz reaches the major leagues, although the Manager expects any Brand Amounts derived solely from covered minor-league compensation to be limited relative to the $1,200,000 Initial Advisory Payment and the Series’ expenses and other obligations. The two amounts against which the table measures aggregate gross Brand Amounts, the $1,200,000 Initial Advisory Payment and the $1,290,000 Series RC Maximum Offering Amount, are used solely as mathematical benchmarks. Neither represents investor break-even, which would require additional Brand Income to cover Operating Expenses, reserves, Advisory Services costs, the Series RC Maintenance Fee, any Manager Promissory Note interest, taxes and other Series-level obligations. The figures below are illustrative only and are not projections of Mr. Cruz’s earnings, compensation, career duration or Brand Income.

The foregoing illustration should not be read to imply that Mr. Cruz will achieve any particular career pattern, earnings level or length of service. Actual Brand Income will depend on career duration, performance trajectory, roster status, arbitration outcomes, free-agent market conditions and the terms of future collective bargaining agreements, and the current MLB collective bargaining agreement expires on December 1, 2026 and the Minor League collective bargaining agreement expires on December 1, 2027. Investors should not assume that any illustrative career pattern shown above reflects the probable, expected or most likely outcome for Mr. Cruz.

The Manager believes that the 25-year term of the Series RC BAA is an important component of the Series’ economic rationale. The term is designed to permit the Series to participate in Brand Income across Mr. Cruz’s full potential professional career, including periods in which he may become arbitration eligible, reach free agency, enter into a long-term extension, receive performance-based compensation or generate other Brand Income in the Principal Business. However, the timing and amount of any Brand Amounts are materially uncertain. Even if Mr. Cruz reaches MLB, the Series may receive only modest Brand Amounts during his initial pre-arbitration years, and material Brand Amounts would generally require sustained major-league employment, continued performance, health, roster retention and compensation growth over multiple seasons.

The Manager acknowledges that substantial risks attend any investment tied to the career outcomes of a single athlete. Mr. Cruz has accrued no major-league service time, has not appeared in any MLB game, and faces inherent risks including injury, developmental plateaus, organizational decisions outside his control, roster constraints, changes in future collective bargaining agreements and the general uncertainty of baseball player development. FanGraphs’ scouting report also identifies hit-tool concerns related to breaking-ball identification and notes that Mr. Cruz’s aggressive approach may result in elevated strikeout rates at higher levels. Approximately 70% of Top 100 prospects fail to meet the performance expectations associated with their ranking, the average MLB career is short, and there can be no assurance that Mr. Cruz will sustain professional baseball employment for a period sufficient to generate returns exceeding investors’ initial contributions.

Before any distributions are made to investors, the Series must first pay its Operating Expenses and other Series-level obligations, and the Manager may retain additional reserves in its sole discretion. As a result, it could take a significant period before investors recover their initial investment in full, and there can be no assurance that the Series will generate sufficient Free Cash Flow to begin making distributions to investors within any particular timeframe. If Mr. Cruz’s career as a professional athlete is cut short, if he does not reach the major leagues, if his earnings are lower than anticipated, or if Series expenses materially reduce distributable cash flow, investors may never recover their initial investment. See “Risk Factors — Risks Related to This Offering and Ownership of Our Units — Distributions, if any, will vary and may be delayed, reduced, or suspended,” “Risk Factors — Risks Related to Our Business and Industry — Each series is tied to the career outcomes of a single athlete, creating concentrated exposure to unpredictable events” and “Risk Factors — Risks Related to Our Business and Industry — Assumptions regarding a Client’s potential to generate Brand Income may prove inaccurate” for more information.

Notwithstanding the foregoing risks, the Manager believes the Series RC BAA represents a favorable risk-adjusted opportunity based on the following factors taken together: Mr. Cruz’s reported Top 100 status across multiple independent ranking systems; the greater-than-89% historical rate at which similarly ranked Top 100 prospects reach the major leagues; the approximately 46% historical rate at which Top 100 prospects achieve 5 or more career WAR; Mr. Cruz’s elite physical tools, including plus raw power and bat speed generating major-league-caliber exit velocities during his age-19 season; his accelerating 2026 performance trajectory; and the favorable comparisons made by recognized industry evaluators. These factors, in the Manager’s view, support the economic rationale for the Series and the terms of the Series RC BAA, although no assurance can be given that any of these factors will result in major-league employment, material Brand Income, Free Cash Flow or distributions to investors.

Series RC-Specific Risk Factors

The following are one or more risk factors specific to Series RC. Such risk factors should be read in conjunction with the risks described elsewhere which are generally applicable to the Company and its series, and each series offering.

Series RC will use approximately 93.0% of the gross proceeds from this offering to fund the Initial Advisory Payment to Ronny Cruz, while Series RC will receive only 10% of his qualifying Brand Income, and investors may need to wait a significant period of time, if ever, to recover their investment.

If Series RC sells the Maximum Offering Amount of $1,290,000, Series RC intends to apply $1,200,000, or approximately 93.0% of the gross proceeds, to the Initial Advisory Payment and the Series RC Manager Promissory Note, consisting of $850,000 toward the Initial Advisory Payment and $350,000 to repay the note in accordance with its payment waterfall. In return, Series RC is entitled to receive the Brand Amount equal to 10% of Mr. Cruz’s Brand Income, which generally consists of covered gross on-field professional baseball compensation earned in qualifying leagues and expressly excludes endorsements, sponsorships, appearances, licensing, merchandising and other off-field commercial income. As a result, before taking into account Operating Expenses, reserves, Advisory Services costs, the Series RC Maintenance Fee and other Series-level obligations, Mr. Cruz would need to generate approximately $12.9 million of aggregate Brand Income for Series RC to receive gross Brand Amount payments equal to the $1,290,000 Maximum Offering Amount, and a greater amount would be required before investors could recover their initial investment through distributions. Mr. Cruz currently has no Major League service time and no Major League statistics, and any Brand Amounts based only on minor-league compensation are expected to be limited relative to the Initial Advisory Payment and Series expenses. Accordingly, investors may not recover their initial investment for a significant period of time, and may never recover their investment, if Mr. Cruz does not generate sufficient Brand Income or if expenses, reserves or other Series-level obligations materially reduce Free Cash Flow.

Certain Relationships and Related Party Transactions Involving Series RC

The following is a description of all transactions since establishment of Series RC and currently proposed transactions, if any, to which Series RC is or is expected to be a party and in which any of our directors, executive officers, promoters, the Manager, affiliates and control persons of our Manager, holders of more than 10% of any Series RC Units, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest:

Series RC Unitholdings of our Manager and Certain Other Persons

Except for any Series RC Units that may be issued upon conversion of the Series RC Manager Promissory Note at our Manager’s discretion, neither our Manager nor any of its affiliates, representatives, or board members owns or proposes to own any Series RC Units. See “— Certain Relationships and Related Party Transactions Involving Series RC” for more information.

Agentiq Sports 1 Series Esmerlyn Valdez Ramirez 

Agentiq Sports 1 Series Esmerlyn Valdez Ramirez (“Series EVR”), a designated series of Agentiq Sports 1 Series LLC, was established on July 14, 2026 to allow investors to participate in a contractual right to receive a fixed percentage of the on-field professional baseball income generated by Esmerlyn Valdez Ramirez at the major league level over the course of his career.

Series EVR Designation 

The following table contains a summary of certain terms of the Amended and Restated Series Designation governing Series EVR, dated August 4, 2026 (the “Series EVR Designation”), which may be material to a prospective investor’s subscription for the EVR Units. The Series EVR Designation amends, restates, supersedes and replaces in its entirety the Series Designation of Series EVR originally adopted as of July 14, 2026, and sets forth the series-specific terms of Series EVR within the Company’s broader series limited liability company structure. This summary is qualified in its entirety by reference to the Series EVR Designation attached as an exhibit to the Offering Statement of which this Offering Circular forms a part.

Brand Advisory Agreement with Esmerlyn Valdez Ramirez

Series EVR entered into the original Brand Advisory Agreement with Esmerlyn Valdez Ramirez on July 14, 2026. On August 4, 2026, the parties entered into the Amended and Restated Brand Advisory Agreement (the “Series EVR BAA”), which amends and restates the original agreement in its entirety. The Series EVR BAA is a three-party agreement among Series EVR, MagicMan 55 LLC, a Florida limited liability company (the “Client”), and Esmerlyn Valdez Ramirez, in his personal capacity (the “Player”). The Player remains personally bound by his personal performance obligations, indemnification obligations, the security interest and all related protections under the Series EVR BAA, notwithstanding the designation of MagicMan 55 LLC as the Client. Pursuant to the Series EVR BAA, Mr. Valdez sold, assigned and granted to us, as of the Commencement Date and continuing through the Term, the contractual right to receive the Brand Amount, which is equal to 10% of his Brand Income. Brand Income under the Series EVR BAA means any and all gross monies, compensation or other consideration earned by or payable to Mr. Valdez after the Commencement Date solely as a result of his direct participation, performance or employment as a professional athlete at the major league level in the Principal Business, including base salary, prize or award money, on-field bonuses, signing bonuses and performance bonuses (but excluding pre-arbitration salary pool bonuses), and other earnings directly attributable to his on-field activities and services as a professional athlete at the major league level, subject to the permitted deductions and exclusions in the Series EVR BAA. Brand Income does not include compensation attributable to Mr. Valdez’s services at the minor league level, regardless of the payor. For purposes of the Series EVR BAA, “Principal Business” is limited to Mr. Valdez’s primary professional occupation as a professional baseball player in Major League Baseball, Nippon Professional Baseball in Japan, the Korea Baseball Organization and the Mexican League (Liga Mexicana de Béisbol). Compensation from leagues, tournaments or competitions not listed in the Series EVR BAA, including independent leagues, winter leagues and exhibition play, does not constitute Brand Income. Brand Income also excludes all compensation, fees, royalties and other consideration received for endorsements, sponsorships, personal appearances, speaking engagements, licensing of name, image or likeness, merchandising or other off-field commercial activities.

In consideration of the Brand Percentage to be received by Series EVR under the Series EVR BAA, Mr. Valdez is entitled to receive an aggregate Initial Advisory Payment of $2,600,000 and Advisory Services, comprised of the Guaranteed Portion of $2,400,000, which is absolute, unconditional and guaranteed, and the Incremental Portion of $200,000, which is wholly non-guaranteed and discretionary. Series EVR must pay $400,000 of the Guaranteed Portion within 30 days after the Effective Date, and the remaining $2,000,000 balance no later than the Guaranteed Payment Date, which is the earlier of 120 days after the Qualification Date and 150 days after the Effective Date (the “Backstop Date”); if no Qualification Date occurs, the Guaranteed Payment Date is the Backstop Date. The guaranteed payment obligation is not conditioned on qualification, commencement or closing of the Series Offering. The Brand Percentage is a flat 10% and is not adjusted based on the amount or timing of the Initial Advisory Payment. However, no Brand Percentage attaches, no Brand Amount accrues or becomes payable, no collection mechanism becomes effective, and no security interest or UCC filing right attaches or may be exercised unless and until the full $2,400,000 Guaranteed Portion has been paid. The Commencement Date occurs only when the full Guaranteed Portion has been paid, and payment of the initial $400,000 installment alone does not establish the Commencement Date. If Series EVR fails to pay any portion of the Guaranteed Portion when due and does not cure by paying all overdue portions within 30 days after written notice from the Player or the Client, the Player or the Client may terminate the Series EVR BAA without repaying amounts already received, and Series EVR must release the related collection and security rights. Nonpayment of the Incremental Portion is not a breach and gives rise to no remedy. The Advisory Services include strategic brand enhancement and promotional advisory services, and Mr. Valdez has agreed to participate in bi-annual planning meetings and up to two promotional events or media appearances per year, subject to the Series EVR BAA. Series EVR paid the initial $400,000 installment to Mr. Valdez on July 31, 2026 using proceeds of the Series EVR Manager Promissory Note. See “Certain Relationships and Related Party Transactions Involving Series EVR” for more information.

Based on the Manager’s internal evaluation of Mr. Valdez’s current professional profile, recent performance, public prospect rankings and potential opportunities for advancement, the Manager currently believes that Mr. Valdez may have a reasonable prospect of earning Brand Income under the Series EVR BAA during the term of the investment. See “— Prospect Rankings and Independent Evaluations” for more information. However, any such assessment reflects only the Manager’s subjective internal analysis and assumptions, is inherently uncertain, and should not be viewed as a prediction or assurance that Mr. Valdez will remain on a Major League roster, sign with or play in any other qualifying professional baseball league, sustain or increase his major-league compensation on any particular timeline, or otherwise generate Brand Income on any particular timeline or at all. Because Brand Income under the Series EVR BAA is limited to major league level compensation and expressly excludes minor league compensation, the Series will not receive any Brand Amounts for any period in which Mr. Valdez does not earn compensation at the major league level. See “Risk Factors — Risks Related to Our Business and Industry — Assumptions regarding a Client’s potential to generate Brand Income may prove inaccurate, and investors should not rely on any expectation regarding the timing or likelihood of advancement to, or participation in, any qualifying professional league or competition” for more information.

From and after the Commencement Date, Mr. Valdez must open and maintain a Participation Account at a bank or financial institution willing to execute the Account Control Agreement and otherwise reasonably acceptable to Series EVR, execute and deliver the springing Account Control Agreement, direct 100% of his Brand Income to the Participation Account, and establish and maintain an automatic bi-weekly transfer of the Brand Amount from the Participation Account to the Company Account, subject to the fallback direct-remittance procedures in the Series EVR BAA. The Participation Account, deposit-direction, automatic-transfer, security interest and UCC filing rights do not become effective unless and until the full $2,400,000 Guaranteed Portion has been paid. Mr. Valdez must also maintain complete and accurate books and records of contracts generating Brand Income, Brand Income earned or received and calculations of Brand Amounts payable to Series EVR, including contracts, pay stubs, earning statements, invoices, bank statements and records of any expenses or deductions claimed under the definition of Brand Income, and must retain those records during the Term and for 12 months after termination or expiration of the Series EVR BAA. In addition, Mr. Valdez must deliver a Semi-Annual Report to the Manager within 10 business days after each June 30 and December 31 during the Term, including the total Brand Income earned or received during the applicable six-month period, the Brand Amount owed to Series EVR, year-to-date summaries and other information reasonably requested by Series EVR, together with supporting documentation. Series EVR, the Manager or their designee may examine, audit and copy relevant books, records and accounts of Mr. Valdez and his Affiliates during the Term and for 12 months after the Term to verify the accuracy of Semi-Annual Reports and Brand Amount payments, subject to the procedures and limitations in the Series EVR BAA.

The Term of the Series EVR BAA commences on the Effective Date and, unless earlier terminated in accordance with its terms, will continue until the earlier of: (i) the date that is two years after Mr. Valdez’s official retirement or permanent cessation from actively engaging in the Principal Business, subject to automatic continuation if he resumes active participation in the Principal Business during such two-year termination tolling period; and (ii) the 25th anniversary of the Effective Date of the Series EVR BAA. The Series EVR BAA may also be terminated earlier by mutual written agreement of the parties (which must be signed by each of the Client, the Player and the Manager on behalf of Series EVR) or for an uncured material breach following the applicable notice and cure period, and certain Collection Failures, deposit instruction failures, Account Control Agreement failures and intentional diversion of Brand Income constitute material breaches. If Mr. Valdez resumes active participation in the Principal Business after the end of the termination tolling period and the Series EVR BAA has terminated, he must pay the Brand Percentage with respect to his Brand Income to a Revenue Share Trust established for the former members of the applicable series, as provided in the Series EVR BAA.

If Mr. Valdez voluntarily ceases to engage in the Principal Business prior to the fifth anniversary of the Commencement Date of the Series EVR BAA for any reason other than Good Reason, he must pay to Series EVR, as liquidated damages, the Clawback Repayment Amount, which is the amount necessary, measured as of the date of cessation, to cause Series EVR to have realized a Series IRR of ten percent (10%) per annum on the aggregate Initial Advisory Payment actually paid. The Clawback Repayment Amount shall be reduced by twenty-five percent (25%) for each full year of the Player’s participation in the Principal Business following the Commencement Date, such that the Clawback Repayment Amount shall be reduced to $0 upon the Player’s completion of the fourth full year, and no amount shall be payable if Series EVR has already achieved a Series IRR equal to or greater than ten percent (10%) per annum as of the applicable date. Such payment is due in full within thirty (30) days after the date of cessation. “Good Reason” exists only if Mr. Valdez’s voluntary early cessation of the Principal Business is due to a significant, documented injury, illness, or medical condition (including a documented mental-health condition certified by a licensed mental-health professional) (a “Major Injury”) that either renders him physically or mentally unable to continue performing in the Principal Business or, if he were to continue, would pose a substantial risk of harm to his physical or mental health beyond the ordinary risks of the profession, or if a Major League team fails to offer the Player a Major League Baseball contract. The existence of Good Reason is determined in good faith by the parties, and if the parties disagree, the determination will be made by a qualified independent physician or licensed mental-health professional in accordance with the procedure set forth in the Series EVR BAA.

In addition to the clawback provisions, the Series EVR BAA grants the Client and/or the Player the right, at any time following the Commencement Date and during the remainder of the Term, to buy out Series EVR’s right to receive the Brand Amount and terminate the Continuing Payment Obligations by paying a lump-sum Buyout Price. The Buyout Price is the greatest of: (i) the present value of the projected remaining Brand Amount payments through the end of the Term, as calculated by Series EVR; (ii) the amount necessary to yield Series EVR a Series IRR of ten percent (10%) per annum on the aggregate Initial Advisory Payment actually paid; and (iii) the aggregate Initial Advisory Payment actually funded, less Brand Amounts actually paid. Neither the Buyout Right nor the Buyout Price steps down over time. Upon receipt of the Buyout Price in full, the Continuing Payment Obligations terminate and the Player is fully released, and the clawback provisions do not apply to any cessation of the Principal Business occurring after such payment. In addition, upon a Voluntary Retirement by the Player, if Series EVR has achieved the Target Return (a Series IRR equal to or greater than ten percent (10%) per annum) as of the effective date of such Voluntary Retirement, the Continuing Payment Obligations terminate and the Player is fully and finally released from those obligations, the clawback provisions and the survival and resumption provisions. If the Target Return has not been achieved, no termination or release occurs under this provision and all obligations continue in accordance with the Series EVR BAA.

Athlete Overview

Mr. Valdez is a professional baseball player currently on the active roster of the Pittsburgh Pirates of Major League Baseball, or MLB. Mr. Valdez is a right-handed-hitting, right-handed-throwing outfielder listed at 6 feet 2 inches and 234 pounds, born January 27, 2004, in San Juan de la Maguana, Dominican Republic. He has appeared in right field and left field at the Major League level and also has professional experience at first base, with right field as his primary current position. The Pirates signed Mr. Valdez as an international free agent on January 15, 2021, for a reported signing bonus of $130,000. He advanced through the Pirates’ Dominican Summer League and Florida Complex League affiliates and the Bradenton Marauders, Greensboro Grasshoppers, Altoona Curve and Indianapolis Indians before the Pirates selected his contract and added him to their 40-man roster on November 18, 2025. Mr. Valdez made his MLB debut on May 22, 2026, was optioned to Indianapolis on May 28, 2026, and was recalled on June 11, 2026. As of July 20, 2026, he remained on the Pirates’ active roster. At the time of his initial MLB promotion, MLB Pipeline ranked him as the No. 9 prospect in the Pirates organization, and the ZiPS projection system had ranked him No. 85 among its 2026 Top 100 prospects.

Mr. Valdez is employed under the Uniform Player’s Contract framework established by the MLB collective bargaining agreement and has accrued less than one year of Major League service time. He is not currently eligible for salary arbitration or free agency. Players who are not yet eligible for salary arbitration generally earn the MLB minimum salary or a salary modestly above that amount while performing Major League service, unless they have entered into a separate agreement providing for greater compensation. The MLB minimum salary is $780,000 for the 2026 season under the 2022-2026 collective bargaining agreement and is paid on a daily basis for time spent on a Major League roster. Compensation for any period during which Mr. Valdez is optioned to the minor leagues is governed by the applicable minor-league rate in his Uniform Player’s Contract and the collective bargaining agreement. The current collective bargaining agreement expires on December 1, 2026, and the minimum salary and other compensation rules applicable beginning in 2027 will be determined under the next agreement.

In light of the foregoing and due to the terms of the Series EVR BAA, it could take a number of years for investors to recover their initial investment, and if Mr. Valdez’s career as a professional athlete is cut short or his earnings otherwise decrease over time, investors may never recover their initial investment. For example, by way of illustration only, if Mr. Valdez earned $780,000 of qualifying Brand Income during a full season after the Commencement Date, the Brand Amount payable to Series EVR for that season would be approximately $78,000. Before any distributions are made to investors, however, Series EVR must first pay its Operating Expenses and other Series-level obligations, and the Manager may retain additional reserves in its sole discretion. As a result, it could take a significant period of time before investors recover their initial investment in full, and there can be no assurance that Series EVR will generate sufficient Free Cash Flow to begin making distributions to investors within any particular timeframe. As discussed above under Risk Factors, the average career length of a Major League player is around five years, which raises substantial doubt about Mr. Valdez’s ability to generate sufficient Brand Income over the length of his career for investors to recover their initial investment. See “Risk Factors — Risks Related to This Offering and Ownership of Our Units — Distributions, if any, will vary and may be delayed, reduced, or suspended” and “Risk Factors — Risks Related to Our Business and Industry — Each series is tied to the career outcomes of a single athlete, creating concentrated exposure to unpredictable events” for more information.

Athlete Statistics

The foregoing statistics are sourced from MLB’s official player profile and affiliated league records and are current through July 19, 2026.

Mr. Valdez led the Arizona Fall League in home runs, RBI and slugging percentage and was named its Offensive Player of the Year.

Manager’s Evaluation of the Series EVR Brand Advisory Agreement

The Manager has determined that the Series EVR BAA represents a compelling economic opportunity for the Series and its investors based on Mr. Valdez’s current MLB roster status, recent on-field performance, independent third-party rankings and evaluations, and potential to generate Brand Income from covered compensation earned in the Principal Business. The Manager considered Mr. Valdez’s promotion to MLB at age 22, demonstrated power at multiple levels, improvement in strikeout rate from 2024 to 2025, plate discipline at Triple-A in 2026 and early MLB production. The Manager also considered his limited MLB experience, current strikeout rate, defensive and positional profile, and the risk that his production or roster role will not be sustained. This evaluation reflects only the Manager’s subjective internal analysis and assumptions as of the date of this Offering Circular and should not be construed as a guarantee or prediction of future performance, continued MLB employment, compensation or Brand Income.

Prospect Rankings and Independent Evaluations

At the time of Mr. Valdez’s May 2026 promotion, MLB Pipeline ranked him as the No. 9 prospect in the Pittsburgh Pirates organization. In February 2026, the ZiPS projection system ranked him No. 85 among its 2026 Top 100 prospects. On June 3, 2026, FanGraphs ranked him as the No. 8 prospect in the Pirates organization and assigned him a Future Value grade of 45.

MLB Pipeline identified power as Mr. Valdez’s strongest tool and reported that his 2025 improvement followed changes to his conditioning, swing and approach that reduced his miss and chase rates. It also reported that he remained vulnerable to higher-velocity fastballs, while expressing increased confidence that he could become an average defensive right fielder. FanGraphs’ 30/35 present/future fielding assessment reflects a materially less favorable evaluation than MLB Pipeline’s outlook. Independent evaluators have therefore identified contact and defensive limitations that may affect Mr. Valdez’s ability to sustain his production and regular playing time.

Mr. Valdez’s strikeout rate declined from 30.6% in 2024 to 24.6% in 2025 and to approximately 21% at Triple-A as of the June 2026 report, before rising to 37.3% in his first 118 Major League plate appearances. Investors should not assume that the earlier improvement in contact rate will be sustained at the Major League level.

Mr. Valdez hit 22 home runs at Single-A Bradenton in 2024 and 26 home runs across High-A and Double-A in 2025. In 2025, he was selected for the All-Star Futures Game, was named the Pirates’ Willie Stargell Slugger of the Year and received South Atlantic League Most Valuable Player and post-season All-Star honors. Following his Arizona Fall League performance, the Pirates selected his contract and added him to their 40-man roster on November 18, 2025. At Triple-A in 2026, he recorded 13 home runs and 41 walks against 51 strikeouts in 237 plate appearances before his June 11 recall to Pittsburgh.

Mr. Valdez made his MLB debut on May 22, 2026, and hit a home run for his first MLB hit on May 24, 2026. Through his first 31 MLB games, he became the fourth player in MLB history to record at least 12 home runs and 31 RBI during that span.

Early MLB results cover only 31 games and 118 plate appearances. Expected statistics were materially lower than actual results. Expected statistics are calculated based on batted-ball quality and do not fully account for defensive positioning, luck or sample size, but the magnitude of the divergence suggests that early results may not be sustainable at current levels.

Independent evaluators have identified contact and defensive limitations that may affect Mr. Valdez’s ability to sustain his current production and regular playing time. There can be no assurance that Mr. Valdez will remain on an MLB roster, receive regular playing time, sustain his current level of performance or earn any particular level of compensation or Brand Income.

Historical Outcomes for Comparable Early Major League Performance

Through July 19, 2026, Mr. Valdez had recorded 12 home runs and 32 RBI in his first 31 MLB games. He became the fourth player in MLB history to record at least 12 home runs and 31 RBI during his first 31 games, joining Rhys Hoskins, Aristides Aquino and Will Smith. The subsequent outcomes of those three players demonstrate the range of careers that can follow an unusually productive start.

These three players are not a statistically representative cohort, and their outcomes do not establish a probability that Mr. Valdez will follow any particular path. They do demonstrate that comparable early home-run and run-production totals have preceded materially different career durations and compensation outcomes, ranging from a relatively brief MLB career to a long-term nine-figure contract.

MLB Service-Time and Compensation Framework

Mr. Valdez has accrued less than one year of Major League service. The following table describes the compensation stages relevant to his potential Brand Income. The calendar timing of each stage depends on the number of Major League service days he accrues, any optional assignments or other periods without Major League service, the Super Two cutoff and the terms of the collective bargaining agreement that succeeds the current agreement after December 1, 2026.

Economic Analysis

Under the Series EVR BAA, Series EVR is entitled to receive a Brand Amount equal to 10% of Mr. Valdez’s Brand Income in exchange for the $2,400,000 Guaranteed Portion of the Initial Advisory Payment to Mr. Valdez. The Brand Percentage applies only after Series EVR has paid the Guaranteed Portion in full and the Commencement Date has occurred. Brand Income includes qualifying Major League-level salary, signing bonuses, on-field performance bonuses and awards earned in MLB, Nippon Professional Baseball, the Korea Baseball Organization or the Mexican League, subject to the deductions and allocation provisions of the Series EVR BAA. Brand Income excludes minor league compensation, pre-arbitration bonus pool payments, endorsements, sponsorships, personal appearances, licensing, merchandising, name, image and likeness compensation and other off-field income.

Because Mr. Valdez has already reached MLB, the Series does not bear the same pre-MLB advancement risk presented by an investment tied to a player who remains in the Minor Leagues. The Series nevertheless bears substantial risk as to the duration and quality of Mr. Valdez’s MLB employment. His 2026 MLB season began before the Effective Date of the Series EVR BAA, and only qualifying Brand Income earned after the Commencement Date is subject to the Brand Percentage. As a result, his full-season 2026 salary should not be treated as Brand Income payable to the Series.

The Manager believes the economic return profile of the Series EVR BAA depends primarily on whether Mr. Valdez remains on a Major League roster, receives regular playing time, converts his demonstrated power into sustained offensive production and advances from pre-arbitration compensation to salary arbitration, a long-term extension or free agency. If his compensation remains at or near the MLB minimum, if he is optioned to the Minor Leagues, or if injury, performance decline or roster decisions shorten his Major League career, aggregate Brand Amounts may be insufficient to permit investors to recover their initial investment. 

Illustrative Gross Break-Even Analysis

The following discussion illustrates the amount and duration of qualifying Brand Income required for aggregate gross Brand Amounts received by Series EVR to equal the $2,400,000 Guaranteed Portion of the Initial Advisory Payment and the $2,821,000 Series EVR Maximum Offering Amount. This analysis assumes that Series EVR sells 100,000.00 Series EVR Units at $28.21 per Unit and is entitled to receive the Brand Amount equal to 10% of Mr. Valdez’s qualifying Brand Income under the Series EVR BAA.

This analysis compares aggregate gross Brand Amounts against the $2,400,000 Guaranteed Portion of the Initial Advisory Payment and the $2,821,000 Maximum Offering Amount on a gross basis only, and neither amount is investor break-even. It does not deduct Operating Expenses, reserves, the $113,000 Series EVR Negotiation Fee, repayment of the $400,000 Series EVR Manager Promissory Note, Advisory Services costs, the Series EVR Maintenance Fee, taxes or other Series-level obligations. It also does not reflect the timing of distributions, the Manager’s discretion to retain reserves or the time value of money. Actual investor recovery, if any, would require more Brand Income and take longer than the periods shown below.

At a 10% Brand Percentage, Series EVR would need to receive $2,400,000 of aggregate gross Brand Amounts to equal the Guaranteed Portion of the Initial Advisory Payment, which would require Mr. Valdez to generate $24,000,000 of aggregate qualifying Brand Income after the Commencement Date, and $2,821,000 of aggregate gross Brand Amounts to equal the Maximum Offering Amount, which would require $28,210,000 of aggregate qualifying Brand Income after the Commencement Date, in each case before taking into account any Series expenses, reserves or other obligations.

The foregoing table assumes the same amount of qualifying Brand Income in each full season, with no interruption, and excludes Brand Income earned before the Commencement Date. It is not a projection of Mr. Valdez’s salary or career duration. The 2026 MLB minimum salary is an annual rate, and Mr. Valdez’s actual 2026 qualifying Brand Income will depend on the Commencement Date, his days of Major League service after that date, his contract and any other qualifying compensation.

The following table illustrates, on a gross basis only, the aggregate Brand Amounts that Series EVR would receive at selected levels of aggregate qualifying Brand Income over the course of Mr. Valdez’s career. It assumes a fixed 10% Brand Percentage and no interruption in qualifying Brand Income, and it measures aggregate gross Brand Amounts against the $2,400,000 Guaranteed Portion of the Initial Advisory Payment and the $2,821,000 Series EVR Maximum Offering Amount on a gross basis only. Neither amount is investor break-even, and the deductions and limitations described above apply equally to this table. As described above, no Brand Percentage attaches and no Brand Amount accrues or becomes payable unless and until the full $2,400,000 Guaranteed Portion has been paid in full, and Brand Income excludes all compensation attributable to minor league service regardless of the identity of the payor as well as pre-arbitration salary pool bonuses, so Series EVR will receive no Brand Amounts during any period in which Mr. Valdez is optioned to the minor leagues or is otherwise not on a Major League roster. The figures below are illustrative only and are not projections of Mr. Valdez’s earnings, compensation, career duration or Brand Income.

At the 2026 MLB minimum salary of $780,000, a full season would produce a gross Brand Amount of $78,000. Even if Mr. Valdez earned $780,000 of qualifying Brand Income in each year of the full 25-year Term, aggregate gross Brand Amounts would total approximately $1,950,000, which is below both the $2,400,000 Guaranteed Portion and the $2,821,000 Maximum Offering Amount and does not account for any Series expenses or other obligations. At $1,000,000 of qualifying Brand Income per full season, aggregate gross Brand Amounts over the full 25-year Term would total $2,500,000, which would exceed the Guaranteed Portion but would still fall short of the Maximum Offering Amount. In that circumstance, Series EVR would recover the amount it advanced to Mr. Valdez but not the full amount contributed by investors. Accordingly, aggregate gross Brand Amounts equal to the Maximum Offering Amount would require either average annual qualifying Brand Income above approximately $1,128,400 over the full 25-year Term or higher compensation over a shorter period. Mr. Valdez was optioned to the minor leagues once during his first month at the major-league level, and repeated or extended optional assignments would reduce aggregate Brand Income because minor league compensation is excluded. Investors should not assume that any illustrative career pattern shown above reflects the probable, expected or most likely outcome for Mr. Valdez.

The Manager believes the 25-year term of the Series EVR BAA is an important component of the Series’ economic rationale because it is designed to permit the Series to participate in qualifying Brand Income across Mr. Valdez’s potential pre-arbitration, arbitration, extension and free-agent years. The term does not ensure that Mr. Valdez will remain employed in the Principal Business for 25 years or earn Brand Income throughout that period. Material Brand Amounts generally would require sustained major League-level employment, continued health and performance, roster retention and compensation growth over multiple seasons.

The Manager acknowledges that substantial risks attend an investment tied to the career outcomes of a single athlete. Mr. Valdez has appeared in only 31 MLB games and has a 37.3% strikeout rate in his first 118 plate appearances. His expected statistics are materially lower than his actual results, and independent evaluators have identified contact and defensive limitations. He also faces risks relating to injury, performance adjustment, optional assignment, roster competition, future collective bargaining agreements and the general uncertainty of professional baseball careers.

Before any distributions are made to investors, Series EVR must pay its Operating Expenses and other Series-level obligations, and the Manager may retain additional reserves in its sole discretion. If Mr. Valdez’s career is cut short, his earnings are lower than anticipated, the Commencement Date is delayed, Brand Amounts are not collected or Series expenses materially reduce distributable cash flow, investors may never recover their initial investment. See “Distributions, if any, will vary and may be delayed, reduced, or suspended” under “Risk Factors” and “Risks Related to This Offering and Ownership of Our Units,” and “Each series is tied to the career outcomes of a single athlete, creating concentrated exposure to unpredictable events” and “Assumptions regarding a Client’s potential to generate Brand Income may prove inaccurate” under “Risk Factors” and “Risks Related to Our Business and Industry” for more information.

Notwithstanding the foregoing risks, the Manager believes the Series EVR BAA represents a favorable risk-adjusted opportunity based on the following factors taken together: Mr. Valdez has already reached MLB at age 22; he is one of four players in MLB history to record at least 12 home runs and 31 RBI in his first 31 games; his early production includes elite batted-ball measures; he demonstrated power across multiple Minor League levels before his promotion; and the 25-year term permits participation in qualifying Brand Income if he sustains Major League-level employment and advances to higher compensation stages. These factors support the Manager’s economic rationale for the Series EVR BAA, although they do not assure continued MLB employment, material Brand Income, Free Cash Flow or distributions to investors.

Series EVR-Specific Risk Factors

The following are one or more risk factors specific to Series EVR. Such risk factors should be read in conjunction with the risks described elsewhere which are generally applicable to the Company and its series, and each series offering.

Mr. Valdez’s contact and defensive limitations may reduce his Major League role, and an optional assignment would eliminate Brand Amounts during that period.

Through July 19, 2026, Mr. Valdez struck out in 37.3% of his first 118 MLB plate appearances, significantly above the league average, and FanGraphs assigned him present/future scouting grades of only 30/40 for his hit tool in June 2026. Over the same period, his Statcast expected statistics were materially lower than his actual results: his .305 actual batting average exceeded his .220 expected batting average by 85 points, and his .457 weighted on-base average exceeded his .354 expected weighted on-base average by 103 points. Expected statistics are calculated based on batted-ball quality and do not fully account for defensive positioning, luck or sample size, but the divergence suggests that his early results may not be sustainable at current levels. If Mr. Valdez is unable to improve his contact rate or adjust to Major League pitching, if his performance regresses toward his expected statistics, or if pitchers and defenses adjust to his approach, he may experience reduced playing time, optional assignment to the Minor Leagues or a shorter-than-expected Major League career, any of which could materially reduce Brand Income and distributions to investors.

FanGraphs assigned Mr. Valdez present/future scouting grades of 30/35 for his fielding in June 2026, reflecting a below-average defensive profile. Mr. Valdez’s primary position is right field, a position where defensive value is weighted more heavily than at designated hitter. If Mr. Valdez is unable to develop into an average defender or if his offensive production declines, his roster value could be materially diminished. A player with both limited defensive contributions and declining offensive production may face reduced playing time, optional assignment, or release, any of which would negatively affect Brand Income.

Brand Income under the Series EVR BAA is limited to compensation earned at the Major League level and expressly excludes Minor League compensation regardless of the identity of the payor. As a result, during any period in which Mr. Valdez is optioned to the Minor Leagues or otherwise removed from a Major League roster, Series EVR will receive no Brand Amounts, and any such period will reduce the aggregate Brand Income payable to the Series over the term of the Brand Advisory Agreement. Mr. Valdez was optioned to Triple-A Indianapolis on May 28, 2026, less than one week after his MLB debut, and was recalled on June 11, 2026. There can be no assurance that Mr. Valdez will not be optioned again, and repeated or extended optional assignments could materially reduce Brand Income available to the Series.

Certain Relationships and Related Party Transactions Involving Series EVR

The following is a description of all transactions since establishment of Series EVR and currently proposed transactions, if any, to which Series EVR is or is expected to be a party and in which any of our directors, executive officers, promoters, the Manager, affiliates and control persons of our Manager, holders of more than 10% of any Series EVR Units, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest:

Series EVR Unitholdings of our Manager and Certain Other Persons

Neither our Manager nor any of its affiliates, representatives or board members owns or proposes to own any Series EVR Units, other than any Series EVR Units that our Manager may acquire upon conversion of the Series EVR Manager Promissory Note. See “Certain Relationships and Related Party Transactions Involving Series EVR” for more information.

Agentiq Sports 1 Series Justin Martinez

Agentiq Sports 1 Series Justin Martinez (“Series JM”), a designated series of Agentiq Sports 1 Series LLC, was established on August 13, 2026 to allow investors to participate in a contractual right to receive a fixed percentage of the covered on-field professional baseball income generated by Justin Martinez over the course of his professional career, in each case subject to the terms, deductions, exclusions and limitations of the Series JM BAA.

Series JM Designation

The following table contains a summary of certain terms of the Series Designation governing Series JM (the “Series JM Designation”) which may be material to a prospective investor’s subscription for the JM Units. The Series JM Designation sets forth the Series-specific terms of Series JM within the Company’s broader series limited liability company structure. This summary is qualified in its entirety by reference to the Series JM Designation attached as an exhibit to the Offering Statement of which this Offering Circular forms a part.

Brand Advisory Agreement with Justin Martinez

On August 13, 2026, Series JM entered into a Brand Advisory Agreement with Justin Martinez, a professional baseball player (the “Series JM BAA”). Pursuant to the Series JM BAA, Mr. Martinez sold, assigned and granted to us, as of the Commencement Date and continuing through the Term, the contractual right to receive the Brand Amount, which is equal to 1% of his Brand Income. Brand Income under the Series JM BAA means gross monies, compensation or other consideration earned by or payable to Mr. Martinez after the Commencement Date solely as a result of his direct participation, performance or employment as a professional athlete in the Principal Business, including base salary, signing bonuses, performance bonuses, prize or award money and other earnings directly attributable to his on-field activities and services, subject to the Permitted Deductions and exclusions set forth in the Series JM BAA. For purposes of the Series JM BAA, “Principal Business” is limited to Mr. Martinez’s primary professional occupation as a professional baseball player in Major League Baseball, Nippon Professional Baseball in Japan, the Korea Baseball Organization and the Mexican League (Liga Mexicana de Béisbol). Compensation from leagues, tournaments or competitions not listed in the Series JM BAA, including independent leagues, winter leagues and exhibition play, does not constitute Brand Income.

Brand Income includes compensation paid by Major League Baseball, any Major League Baseball club, and any affiliated or related entity within the Major League Baseball organization if that compensation is attributable to Mr. Martinez’s covered services as a professional baseball player. Brand Income is calculated net of reasonable, documented legal fees incurred to secure, negotiate or document a contract that generates Brand Income, reasonable, documented travel, lodging and per diem expenses incurred in securing such income and certain self-employment taxes, in each case subject to the limitations in the Series JM BAA. Agent commissions and fees and taxes payable on Mr. Martinez’s gross income are not deductible. Brand Income excludes insurance proceeds, compensation attributable to services performed before the Commencement Date, documented incidental-expense reimbursements and all endorsements, sponsorships, personal appearances, speaking engagements, licensing of name, image or likeness, merchandising and other off-field commercial income.

In consideration of the Brand Percentage to be received by us under the Series JM BAA, Mr. Martinez is entitled to receive an Initial Advisory Payment of $325,000 and Advisory Services. Series JM must pay $25,000 within 30 days following the Effective Date and the remaining $300,000 on or before the Outside Date, which is four months after the Effective Date, either directly or from proceeds of the Series Offering, at the Manager’s election. The Commencement Date is the date on which Series JM first pays any portion of the Initial Advisory Payment, and the payment and other obligations conditioned on the Commencement Date begin automatically upon that first payment. Series JM paid the initial $25,000 installment to Mr. Martinez on [●, 2026], and that date is the Commencement Date under the Series JM BAA. The payment was funded with proceeds of the Series JM Manager Promissory Note. See “Certain Relationships and Related Party Transactions Involving Series JM” for more information. Failure of the Initial Closing of the Series Offering to occur by the Outside Date does not, by itself, permit either party to terminate the Series JM BAA, and Series JM remains obligated to fund the Initial Advisory Payment in accordance with the Series JM BAA.

The Advisory Services include strategic brand enhancement and promotional advisory services, including brand-positioning evaluation, fan-engagement planning, sponsorship and endorsement readiness consulting, marketing campaigns and content development and ongoing brand support. Series JM anticipates spending more than $25,000 on advertising and media featuring Mr. Martinez to drive social awareness and grow his social-media following; this Marketing Spend is non-recoupable. During the Term, Mr. Martinez must participate in planning meetings at least twice each year, two Ambassador Activities each year, provide 200 autographed items in the aggregate and participate in one in-person Fan Meet-Up during each calendar year, including a partial calendar year, in each case subject to the scheduling, notice, expense and other limitations in the Series JM BAA.

Mr. Martinez receives Brand Income directly and must maintain an Autopay Authorization directing his bank or other financial institution to transfer the Brand Amount to the Company Account on a recurring basis during each pay cycle. If the Autopay mechanism is unavailable or fails, Mr. Martinez must remit the Brand Amount directly in accordance with the fallback procedures in the Series JM BAA. Mr. Martinez must retain complete and accurate records concerning Brand Income and Brand Amounts during the Term and for 12 months thereafter and deliver a Semi-Annual Report to the Manager within 10 business days after each June 30 and December 31 during the Term. Series JM, the Manager or their designee may examine, audit and copy the relevant records during the Term and for 12 months thereafter, subject to the procedures and limitations in the Series JM BAA.

To secure Mr. Martinez’s payment and performance obligations, the Series JM BAA grants Series JM a continuing security interest in the Brand Amount, Mr. Martinez’s contractual right to receive the Brand Percentage portion of Brand Income, rights arising from the Autopay Authorization and proceeds of the foregoing. The security interest attaches upon Series JM’s payment of any portion of the Initial Advisory Payment, and the Series JM BAA authorizes Series JM to file financing statements. The Collateral does not include Excluded Income or Mr. Martinez’s other assets, and enforcement is subject to the terms and limitations of the Series JM BAA.

The Term of the Series JM BAA commences on the Effective Date and, unless earlier terminated in accordance with its terms, continues until the earlier of: (i) two years after Mr. Martinez’s official retirement or permanent cessation from the Principal Business, subject to automatic continuation if he resumes active participation during that two-year Termination Tolling Period; and (ii) the 25th anniversary of the Effective Date. If Mr. Martinez resumes active participation after the Termination Tolling Period and the Series JM BAA has terminated, he must pay the Brand Percentage with respect to Brand Income earned after resumption to a Revenue Share Trust for the former members of Series JM, as provided in the Series JM BAA.

If Mr. Martinez voluntarily ceases to engage in the Principal Business before the fifth anniversary of the Effective Date for a reason other than Good Reason, he must pay Series JM liquidated damages equal to the aggregate Initial Advisory Payment actually received, plus interest at the lesser of the Prime Rate plus 5% per annum, compounded monthly from the Early Termination Date, and the maximum lawful rate, less Brand Amounts previously paid. The amount otherwise payable is reduced by 15% for each of the first six full years of participation in the Principal Business after the Effective Date and by an additional 10% for the seventh full year, and no amount is payable if, as of the Early Termination Date, aggregate Brand Amounts equal or exceed the Initial Advisory Payment plus a 20% annual internal rate of return. The clawback does not apply if the voluntary cessation is for Good Reason, which is limited to a significant, documented physical or mental injury, illness or medical condition satisfying the standards and verification procedures in the Series JM BAA.

Athlete Overview

Justin Martinez is a right-handed pitcher in the Arizona Diamondbacks organization. MLB lists Mr. Martinez at 6 feet 3 inches and 225 pounds, born July 30, 2001 in Bonao, Dominican Republic. He made his Major League debut on July 7, 2023. As of August 13, 2026, MLB listed Mr. Martinez on a rehabilitation assignment. His Major League career totals through that date were 91 games, a 6-8 record, 14 saves, a 3.77 earned run average, 98.0 innings pitched, 127 strikeouts and a 1.41 WHIP.

Mr. Martinez established himself as a high-leverage Major League reliever in 2024, when he was named the Diamondbacks’ Rookie of the Year by the Arizona Chapter of the Baseball Writers’ Association of America after recording a 2.48 ERA, eight saves and 91 strikeouts in 72⅔ innings across 64 games. His 100.3 mph average fastball velocity was the second-fastest by a National League rookie reliever since 2015, and his 413 pitches at 100 mph or faster led the National League and ranked second in Major League Baseball. In 2025, Mr. Martinez made 17 appearances, recorded five saves and struck out 22 batters in 15⅓ innings before a right ulnar collateral ligament injury ended his season.

Mr. Martinez underwent a second Tommy John surgery following the June 2025 injury; his first Tommy John surgery occurred in 2021. He began a rehabilitation assignment with Single-A Visalia on August 4, 2026 and pitched for Triple-A Reno on August 11, 2026. Through August 11, his 2026 rehabilitation results comprised three scoreless innings, no hits allowed, one walk and at least three strikeouts. Those results are a very limited sample and do not establish that he will return to, or remain healthy and effective at, the Major League level.

Athlete Statistics

The foregoing Major League statistics are sourced from MLB’s official player profile and are current through August 13, 2026. Career totals include Mr. Martinez’s 2023 Major League season, in which he debuted on July 7, 2023. The 2026 rehabilitation results described above are minor-league rehabilitation statistics and are not included in Mr. Martinez’s Major League career totals.

Manager’s Evaluation of the Series JM Brand Advisory Agreement

The Manager believes the Series JM BAA may present an economic opportunity for Series JM and its investors based on Mr. Martinez’s established Major League experience, elite pitch velocity, strikeout and swing-and-miss results, demonstrated performance in high-leverage relief innings and guaranteed contract through 2029. The Manager also considered Mr. Martinez’s second Tommy John surgery, current rehabilitation status, history of shoulder and elbow injuries, elevated walk rates, the year-to-year volatility associated with relief pitching, the contingent nature of the 2030 through 2032 option years and the limited 1% Brand Percentage. This evaluation reflects only the Manager’s subjective internal analysis and assumptions as of the date of this Offering Circular and should not be construed as a guarantee or prediction of Mr. Martinez’s future health, performance, roster status, compensation, Brand Income, Brand Amounts, Free Cash Flow or distributions.

Performance History and Independent Data

Baseball Savant data for 2024 show that Mr. Martinez paired elite velocity and swing-and-miss ability with strong contact suppression. His 2024 expected earned run average was 3.08, his strikeout rate was 29.5%, his hard-hit rate was 31.8%, his barrel rate was 2.8%, his ground-ball rate was 60.3% and his overall whiff rate was 34.5%. Baseball Savant placed his 2024 fastball velocity in the 100th percentile, whiff rate in the 96th percentile, strikeout rate in the 89th percentile, barrel rate in the 99th percentile, hard-hit rate in the 94th percentile and ground-ball rate in the 97th percentile. His 11.7% walk rate ranked in the 10th percentile, identifying command as a material offsetting risk.

In 2025, Mr. Martinez recorded a 32.8% strikeout rate, 17.9% walk rate and 3.21 expected earned run average over a limited 269-pitch sample before his season-ending elbow injury. His whiff rate increased to 37.3%, but his walk rate also increased materially. The 2025 sample is too limited to support a reliable conclusion regarding his expected performance following rehabilitation.

Publicly Reported Contract and Compensation Framework

In March 2025, the Diamondbacks announced a five-year contract extension with Mr. Martinez covering the 2025 through 2029 seasons and including club options for 2030 and 2031 and a conditional club option for 2032 that is publicly reported to be triggered if Mr. Martinez underwent elbow surgery or spent a specified number of days on the injured list during the term of the extension. The contract is publicly reported as guaranteeing $18 million, consisting of a $2 million signing bonus, a $1.5 million salary for 2025 and the scheduled base salaries for 2026 through 2029 shown below. Series JM is not a party to that contract, and the compensation information below is derived solely from publicly available reports rather than from the governing player contract. Accordingly, the actual terms of Mr. Martinez’s player contract may differ from the amounts shown, and investors should not rely on these figures as a statement of Mr. Martinez’s contractual compensation or of the Brand Income that Series JM will receive.

The $2 million signing bonus paid in connection with the 2025 extension and all other compensation attributable to services performed before the Commencement Date are Excluded Income under the Series JM BAA, regardless of the date paid. In addition, only the portion of Mr. Martinez’s 2026 compensation earned after the Commencement Date may constitute Brand Income. No assurance can be given that any club option will be exercised or that any listed amount will be earned, payable or included in Brand Income.

Economic Analysis

Under the Series JM BAA, Series JM is entitled to receive the Brand Amount equal to 1% of Mr. Martinez’s Brand Income in exchange for the $325,000 Initial Advisory Payment and the Advisory Services. Because the Commencement Date does not occur until Series JM first pays a portion of the Initial Advisory Payment, compensation attributable to services performed before that date is excluded. The known guaranteed scheduled base salaries for 2027 through 2029 total $12.5 million and, if fully included in Brand Income without Permitted Deductions, would produce aggregate gross Brand Amounts of $125,000. Even if the full $2 million 2026 base salary were included, the 2026 through 2029 guaranteed scheduled base salaries would total $14.5 million and would produce aggregate gross Brand Amounts of $145,000.

If the publicly reported 2030 and 2031 club options and reported 2032 conditional club option were all exercised and all scheduled base salary for 2026 through 2032 were included in Brand Income, the listed amounts would total $33.5 million and would produce aggregate gross Brand Amounts of $335,000. Actual Brand Amounts attributable to those years would be lower to the extent 2026 compensation was earned before the Commencement Date, compensation is reduced by Permitted Deductions, an option is not exercised or compensation is excluded under the Series JM BAA. Accordingly, the publicly reported contract schedule, even if all reported options are exercised, does not by itself produce gross Brand Amounts equal to the $353,000 Maximum Offering Amount. Gross Brand Amounts at or above that amount would require additional qualifying bonuses, later contracts or other Brand Income, and there can be no assurance that Mr. Martinez will earn any such amounts.

Illustrative Gross Break-Even Analysis

The following discussion illustrates how long it could take Series JM to receive aggregate gross Brand Amounts equal to the $325,000 Initial Advisory Payment and the $353,000 Maximum Offering Amount. This analysis assumes that Series JM sells 10,000.00 JM Units at $35.30 per JM Unit and is entitled to receive a Brand Amount equal to 1% of Mr. Martinez’s Brand Income under the Series JM BAA.

For purposes of this simplified illustration, aggregate gross Brand Amounts are compared with the $325,000 Initial Advisory Payment and the $353,000 Maximum Offering Amount on a gross basis only, and neither amount is investor break-even. The analysis does not deduct Operating Expenses, reserves, Advisory Services costs, the Series JM Maintenance Fee, taxes or other Series-level obligations. It does not give effect to the timing of distributions, the Manager’s discretion to retain reserves, the timing of the Commencement Date, Permitted Deductions or the time value of money. Actual investor recovery through distributions therefore would take longer than the periods shown below, if recovery occurs at all.

At a 1% Brand Percentage, Series JM would need to receive $325,000 of aggregate gross Brand Amounts to equal the Initial Advisory Payment and $353,000 of aggregate gross Brand Amounts to equal the gross proceeds raised in the maximum offering. This would require Mr. Martinez to generate $32.5 million and $35.3 million, respectively, of aggregate qualifying Brand Income after the Commencement Date, before taking into account Series expenses, reserves or other obligations. The two lowest annual income levels shown below are included for comparability with the other series offered hereby and are below Mr. Martinez’s publicly reported scheduled base salaries for 2026 through 2029.