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Primary market\ \ Live deals Trading\ \ Buy and sell
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Accredited only
Republic Ventures\ \ Opportunities for accredited investors
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Republic Capital\ \ Multi-stage venture firm
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Documents
Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by The Sports Bra Hold Co. View the official SEC filing and all updates:
\ Form C\ \ SEC.gov](https://www.sec.gov/edgar/browse/?CIK=0002124486)
Company documents
The Sports Bra SAFE The Sports Bra Form C.pdf
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We're thrilled to reach 70% of our goal! Thank you for your support.
Here's a chance to hear more from our CEO and founder, Jenny, in this beautiful 8-minute video from our friends at Allez! Sports about what gave her the courage to open The Bra. I love this snippet, "You know what's really important to me is impact? Making a difference. Bringing this to as many people as possible. People want to be part of something."
Enjoy and feel free to share it!
Inside The Sports Bra | Sports Town by Allez! Sports - YouTube
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Inside The Sports Bra | Sports Town by Allez! Sports The Sports Bra
The Sports Bra11 subscribers
PublicInvestors only
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Jun 12
2026
The Inspiration Behind The Bra
We're thrilled to reach 70% of our goal! Thank you for your support. Here's a chance to hear more from our CEO and founder, Jenny, in this beautiful 8-minute video from our friends at Allez! Sports... Read more
Deborah Pleva
The Sports Bra
Jun 8
2026
$533,278.22 locked
$533,278.22 of raised funds were locked in a rolling close. The Sports Bra can now start using a percentage of these funds to grow its business while continuing to accept new investments in the campaign. Learn more
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Thank you to everyone who joined us for our recent Own a Piece of The Bra webinar! We appreciated the opportunity to share the vision behind The Sports Bra, discuss our growth trajectory, and engage directly with our community of supporters and prospective investors.
For those who were unable to attend the live session, or if you’d like to revisit any of the details we covered, you can view the recording of the session at this link.
If you have any unanswered, outstanding questions, feel free to drop them in the Discussion section of this page.
Cheers,
Deb
PublicInvestors only
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Jun 5
2026
Webinar Recording Now Available
Thank you to everyone who joined us for our recent Own a Piece of The Bra webinar! We appreciated the opportunity to share the vision behind The Sports Bra, discuss our growth trajectory, and... Read more
Deborah Pleva
The Sports Bra
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Join our CEO and Founder, Jenny Nguyen, for an exclusive live webinar discussing our Own a Piece of The Bra campaign on Wednesday, June 3, at 3 p.m. Pacific / 6 p.m. Eastern.
During this presentation, Jenny will share details regarding the investment opportunity with The Sports Bra, specifically focusing on:
Our Strategic Vision: The long-term growth plans and scaling milestones for The Sports Bra.
The Republic Platform: A clear breakdown of how equity crowdfunding works and what it means for you as a shareholder.
Risk and Participation: A transparent discussion on the risks inherent in early-stage investing and how our community can meaningfully participate.
This discussion is designed for all members of our community, whether you are a long-time patron, a first-time investor, or a champion of women's sports looking to make an impact. Please spread the word. This session will conclude with a live Q&A, offering you a direct opportunity to ask questions and discover how we are changing the game.
Registration is required. Sign up today!
PublicInvestors only
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Jun 1
2026
Webinar with CEO Jenny Nguyen - Wed., June 3
Join our CEO and Founder, Jenny Nguyen, for an exclusive live webinar discussing our Own a Piece of The Bra campaign on Wednesday, June 3, at 3 p.m. Pacific / 6 p.m. Eastern.During this... Read more
Deborah Pleva
The Sports Bra
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NEWS FLASH | The New York Times just published a feature-length article about our rise and raise in The Athletic (the sports section of the media outlet): The Sports Bra revolutionized the bar scene. Now, it’s seeking the public’s help to raise $1.2m
Feel free to share the link with your networks. Here's an excerpt:
With the current fundraising campaign, Nguyen is going back to the community, intending to open 40 locations by 2031, including a second, larger Portland location to serve as both the corporate headquarters and the training ground for incoming franchisees.
"This is what the raise is about, it really is the future of The Sports Bra, and it’s in the hands of the community,” Nguyen said. “We want the longtime fans and supporters of the Bra to finally have that opportunity to get in the game and own a piece of the bar.”
Thank you for being part of this historic moment and our future!
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May 20
2026
NEWS FLASH | Read the feature-length article in the NYT about The Bra
NEWS FLASH | The New York Times just published a feature-length article about our rise and raise in The Athletic (the sports section of the media outlet): The Sports Bra revolutionized the bar... Read more
Deborah Pleva
The Sports Bra
May 5
2026
Launched 🚀
Hear from some of the 1,105 investors in The Sports Bra
Show more
- Values-driven company invites the community to Own a Piece of The Bra
- Supports, empowers, and promotes girls and women in sports and their fans
- Generated $1 million+ in revenue in the first 8 months
- Backed by Alexis Ohanian’s 776 Foundation
- Partnered with Nike, adidas, ESPN, the WNBA, Buick, and Strava
- Earned 1000+ media hits, generating 8 billion+ impressions
- Projected to reach 40 locations and $75 million+ annual revenue by 2030
Women’s sports are rising... The Sports Bra is built to meet the moment
Women’s sports revenue was projected to reach $2.35 billion in 2025, representing a 300% increase in three years. Yet when The Sports Bra opened in Portland, Oregon, in 2022, women’s sports had no dedicated home in America’s 67 ,000+ bars.
That gap between rapidly growing demand and the lack of spaces built to meet it represents a major untapped opportunity in hospitality.
The Sports Bra is built to meet that demand and the moment. With five franchise locations opening in Boston, Indianapolis, Las Vegas, St. Louis, and Portland, Maine, and a game plan to open 40+ locations by 2030, we are positioned to define and lead this category as it grows.
Strong Out of the Gate and Still Gaining Speed
The Sports Bra generated nearly $1 million in revenue in its first 8 months. Early backers include Alexis Ohanian's 776 Foundation, WNBA Champion and Executive Renee Montgomery, Parity CEO Leela Srinivasan, and others. The world took note.
- Global media coverage, with 1,000+ pieces of coverage and 8 billion impressions across media outlets including New York Times, GMA, CBS Sunday Morning, CNBC, Vogue, Washington Post, AP, Forbes, Sports Illustrated, and more
- Franchise expansion with locations opening in Boston, Las Vegas, Indianapolis, St. Louis, and Portland, Maine
- Pipeline of future markets including New York City, Chicago, Miami, Dallas, and San Francisco
$75 million projected annual revenue in four years
The Sports Bra operates across three complementary revenue streams:
Full-service hospitality, anchored by high-performing, community-driven locations
Franchise expansion, with a $55,000 initial fee and a 7% royalty plus brand fund structure that keeps 93% of gross revenue with franchisees
Brand and media revenue, including licensing, sponsorships, talent partnerships, and appearances
The flagship Portland location generates roughly $25,000 per seat annually. A new, larger home court location, projected to exceed $2.4 million in annual sales, will serve as both the corporate headquarters and the training ground for incoming franchisees.
MVP Collabs
Major brands, leagues, and festivals seek to partner with The Sports Bra because they believe in our mission and the community we’re building around women’s sports.
- A-team Companies: Nike, adidas, ESPN, Buick, Ally Financial, Strava, Square, and more
- W omen's Leagues: WNBA, NWSL, LPGA, Athletes Unlimited, Athlos, and others
- Festivals and Pop-ups: Cannes Lions Festival of Creativity in France, Style of our Own (SOOO) London during the Women's Euros, Miami Open Tennis, and more
The Sports Bra sells branded and collab merchandise online and onsite with partners like Woxer, Peau De Loup, FanWagn, and Round21 (in a WNBA three-way collab). This demonstrates the brand's retail potential. Merch revenue is projected to double by 2027 and scale 4x as franchises open nationwide.
Defining a New Category
Dedicated women’s sports bars are beginning to emerge in cities across the U.S., reflecting growing demand for spaces centered around women’s sports.
These concepts are typically single-location or early-stage operators, often inspired by the success of The Sports Bra.
The Sports Bra remains the category originator, with a proven flagship location, national media recognition, and an established franchise model already expanding into multiple markets.
While others are validating the demand, The Sports Bra is building the brand and infrastructure to scale it.
Grounded in community while inspiring a cultural movement
At the community level, The Sports Bra has organized Pride block parties, epic watch parties, candlelight vigils, and hundreds of fundraisers for local nonprofits. The Bra has also helped drive real-world impact in women’s sports, becoming a visible force in their growth. We hosted WNBA Commissioner Cathy Engelbert and U.S. Senator Ron Wyden for a high-profile roundtable to support Portland’s WNBA expansion bid. Soon after, Portland won the bid to bring a WNBA team to the Rose City. Then, The Bra hosted the unveiling of the new team's name and logo on Good Morning America. We helped reignite the Fire's return to our city.
After being forced to watch the 2018 NCAA Women's Championship game on a tiny, muted screen in a crowded corner of a sports bar, Jenny Nguyen decided she’d had enough. That frustration sparked an idea to change the channel on traditional sports bars and create a premier destination where the women's game is always on, and the volume is always up. Exactly four years later, and fueled by a community-backed Kickstarter campaign, she opened The Sports Bra in April 2022. Jenny's vision transcends sports, focusing on equity by sourcing from women-owned and -operated businesses and creating an inclusive community space. The bar's success validates The Sports Bra as an advocacy-led brand with powerful national expansion potential.
$
Invest in The Sports Bra
Deal terms
Security type
SAFE
A SAFE allows an investor to make a cash investment in a company, with rights to receive certain company stock at a later date, in connection with a specific event.
Funding range
$75K / $1.24M
100% of $75K minimum offering amount has been reached.
The maximum amount the offering can raise is $1.24M.
Minimum investment
$250
The smallest investment amount that The Sports Bra is accepting.
Valuation cap
$12M
The maximum valuation at which your investment converts into equity shares or cash.
Deadline
August 4, 2026
The Sports Bra needs to reach their minimum funding goal before the deadline (August 4, 2026 at 2:59 AM EDT). If they don’t, all investments will be refunded.
Documents
Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by The Sports Bra Hold Co. View the official SEC filing and all updates:
\ Form C\ \ SEC.gov](https://www.sec.gov/edgar/browse/?CIK=0002124486)
Company documents
Bonus perks
In addition to your SAFE, you'll receive perks for investing in The Sports Bra.
Invest
$250
Receive
Special owner sticker
Founding Supporter name on website
Social media badge
305 investors
Invest
$1,000
Receive
Limited-edition Founding Supporter enamel pin
Plus, all the perks for lower-level investment
Limited (695 left of 1000)
49 investors
Invest
$5,000
Receive
Limited-edition Founding Supporter merch
Plus, all the perks for lower-level investments
Limited (51 left of 100)
3 investors
Invest
$25,000
Receive
Seasonal cocktail named after you at one of our locations
Plus, all the perks for lower-level investments
Limited (7 left of 10)
Invest
$100,000
Receive
Dinner party for 4 at any Bra location with Jenny Nguyen
Plus the perks for lower investments
Limited (5 left of 5)
About The Sports Bra
Legal Name
The Sports Bra Hold Co
Founded
Apr 2024
Form
Delaware Corporation
Employees
13
Website
Social Media
InstagramLinkedinFacebookTiktok
Headquarters
2512 NE Broadway , Portland, OR
Headquarters
2512 NE Broadway , Portland, OR, United States 97232
The Sports Bra Team Everyone helping build The Sports Bra, not limited to employees
Jenny Nguyen
CEO and Founder
Deborah Pleva
SVP of Marketing and Ops
Lindsey Schalock
Director of Franchise Development
Barbara Haedtke
Fractional CFO
Jenny Nguyen
CEO and Founder
Deborah Pleva
SVP of Marketing and Ops
Lindsey Schalock
Director of Franchise Development
Barbara Haedtke
Fractional CFO
Press
FAQ
What is a custodian and what is a custodial account?
What is a custodian and what is a custodial account?
A custodian is a qualified third-party entity that acts as a legal holder of securities. An investor will open a custodial account with the qualified custodian, which is used to hold investments, namely the securities in a company. A custodial account allows you to name a beneficiary and accept payments such as dividends distributions or cash payouts. Custodial accounts are not managed or held by Republic; instead, they are managed by the custodian who works with the issuer raising on the platform. The custodian of this offering is BitGo Trust Company.
Why use a custodial account?
Why use a custodial account?
Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor.
For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.
Will I have to set up a custodial account? What is the process?
Will I have to set up a custodial account? What is the process?
Yes, since the company is utilizing a custodian, all investors in the offering will be required to create a custodial account with BitGo Trust Company and enter into an omnibus nominee agreement.
The custodial account creation process is hosted in our investment checkout system, meaning you will commit your investment and establish your account with BitGo all at once. During investment checkout, you will be automatically prompted to review and sign certain custodial documents with BitGo. In addition, you may be asked to provide certain information to verify your identity. Once completed, you will receive an email confirming your investment commitment.
I’m being told my custody account is in manual review, what should I do?
I’m being told my custody account is in manual review, what should I do?
BitGo reviews accounts that require manual review on a daily basis. Please expect to receive confirmation of your account being opened or to hear further guidance from our team within 24-48 hours.
Does it cost me anything to open a custodial account with BitGo Trust Company?
Does it cost me anything to open a custodial account with BitGo Trust Company?
Right now, there are no costs for investors to open a custodial account. Custodial accounts do sometimes have a low annual cost to maintain; however, such costs are covered for the investor in this offering at this time.
Why would a company use a custodian like BitGo?
Why would a company use a custodian like BitGo?
Which countries or states are not permitted to open a Custody Account with BitGo?
Which countries or states are not permitted to open a Custody Account with BitGo?
Anguilla Belarus Belgium Bermuda Bonaire, Sint Eustatius and Saba Cuba El Salvador France Grenada Guadeloupe Haiti India Indonesia Iran Israel Jamaica Japan Montserrat North Korea Qatar Russia Saint Kitts and Nevis Syria Turks and Caicos Islands Venezuela Vermont, USA
How long will the campaign be open?
How long will the campaign be open?
The campaign is scheduled to run for a set number of days, but there’s a catch: We have a maximum funding limit. Once we hit our cap, the campaign will close to new investors. If you want to ensure you’re part of this round, we recommend joining the movement as early as possible as soon as we tip off.
When can I expect a return on my investment?
When can I expect a return on my investment?
Investing in private companies is a long-term play. Typically, investors see a return if the company is acquired, goes public (IPO), or starts a buy-back program. You should think of this as a seed you are planting to help us grow over the next several years.
Why are you raising money this way?
Why are you raising money this way?
We had the option to pursue traditional VC money behind closed doors. We chose Republic instead for one reason: Equity is the ultimate form of community. By raising through Republic, we are welcoming thousands of "owners" who will walk into our bars in Boston or Vegas and say, "I helped build this." Our investors are our best customers, our most vocal marketers, and our fans in the stands at women’s sports events. We believe the people who cheered for us in the beginning should be the ones who profit from our growth.
What exactly am I investing in?
What exactly am I investing in?
When you invest through our Republic campaign, you are investing in The Sports Bra’s parent company. This means you are supporting the national expansion, the franchise infrastructure, and the brand's growth. As the company grows, the value of your investment has the potential to grow with it.
How does Republic work?
How does Republic work?
Republic is a platform that allows anyone, not just wealthy accredited investors, to buy shares in private companies. It’s a secure, regulated process. Once our campaign is live, you’ll create an account, choose your investment amount, and complete the transaction via credit card, bank transfer, or even crypto.
What is the minimum investment?
What is the minimum investment?
We want this to be accessible. The minimum investment for this campaign is $250.
Is this the same as buying a franchise?
Is this the same as buying a franchise?
It’s different. Through investing, you are buying a small piece of the whole company (The Sports Bra). You don't have to manage a bar; you just own a stake in the brand's success. Through franchising, you are paying to own and operate your own specific Sports Bra location in a specific city. (If you’re interested in actually running a location, visit https://thesportsbrafranchise.com/)
Can I invest if I don't live in Portland?
Can I invest if I don't live in Portland?
Absolutely! That’s the beauty of this campaign. Whether you’re in Boston, Las Vegas, or London, you can join the movement. Republic is open to international investors (subject to local regulations).
Still have questions? Check the discussion section.
Show all FAQ
Risks
Our brand and business model may not translate successfully outside the Portland market.
Our flagship Portland location benefits from local market conditions, community relationships, media visibility and customer goodwillthatmaynotexistinother citiesorregions.Therecanbeno assurancethatthecustomerdemand, brandloyalty,eventprogramming,merchandisesales,franchiseinterestoroveralleconomicsthatsupportthebusiness in Portland can be replicated elsewhere. New markets may differ materially in demographics, sports culture, competitiveintensity,laborconditions,realestatecosts,consumerpreferences,alcoholregulationsandreceptiveness to our mission-driven brand identity. If the brand does not resonate in other markets to the same extent as it has in Portland, our expansion strategy, including franchise growth, could be adversely affected.
We currently depend on a single flagship location for a significant portion of our operations, and any disruption affecting that location could materially harm our business.
At present, our restaurant operations are centered on our flagship Portland location, which is an important driver of brandvisibility,customerengagementandoperatingrevenue.Becauseourhospitalitybusinessisconcentratedinone market and one primary operating location, any adverse event affecting that location — including fire, flood, utility interruption, lease-related issues, neighborhood or traffic changes, labor shortages, liquor or health permit issues, equipmentfailure,foodsafetyincidents,orlocaleconomicweakness—couldmateriallyanddisproportionatelyaffect our business, financial condition and results of operations. In addition, because the flagship location serves as the principalreal-worldproofpointforourconceptandbrand,anysustaineddisruptionatthatlocationcouldalsoimpair our ability to attract franchisees, consumers and strategic partners.
Our growth strategy depends substantially on franchising, and we may not be successful in recruiting, onboarding, supporting and retaining qualified franchisees.
A substantial part of our growth plan depends on expanding The Sports Bra through franchising rather than solely through company-owned locations.Franchising involvessignificantrisks,including therisk thatwe maynotbe able to identify qualified franchisees, secure suitable sites, provide effective training and operational support, maintain consistentstandardsacrosslocations,orbuildtheinternalsystemsnecessarytosupportagrowingfranchisenetwork. Franchiseesareindependentoperators,andtheirperformance,compliancefailures,customerserviceissues,financial difficulties,orfailuretofollowbrandstandardsmayadverselyaffectourreputationandourbusinessevenwherewe
arenotdirectlyoperatingtherelevantlocation.Ifourfranchisestrategyisslower,morecostly,orlesssuccessfulthan expected, our growth prospects could be materially harmed.
Our concept depends in part on the continued growth, accessibility and commercial availability of women’s sports content, and changes in viewing habits or media rights may adversely affect us.
Ourbrandandcustomerpropositionarecloselytiedtowomen’ssports.Theattractivenessofourconceptdependsin part on continued consumer interest in women’s sports and our ability to provide compelling viewing experiences aroundthatcontent.Ifdemandforwomen’ssportscontentdoesnotcontinuetogrow,iffanengagementprovesmore limited in certain markets, or if media rightsbecome more fragmented, expensive or operationally difficult to access across different leagues, platforms and subscription services, the appealof our restaurantand franchise concept may be reduced. In addition, shifts in consumer viewing behavior, including increased at-home streaming or changes in how live sports are consumed, could reduce traffic to our locations and impair our ability to differentiate the brand.
Our restaurant model depends in part on alcohol service, and any loss, suspension or limitation of liquor-related rights, or alcohol-related claims, could adversely affect our business.
Alcoholserviceisanimportantcomponentoftheeconomicsandcustomerexperienceofourrestaurantconcept.Our operations therefore depend on obtaining and maintaining the required liquor licenses, permits and alcohol-service compliance standards applicable to our business and, in time, to our franchise system. Any suspension, revocation, non-renewal or restriction of liquor-related approvals, whether resulting from regulatory action, operational issues, employeeconduct,serviceviolations,orchangesinapplicablelaw,couldmateriallyreducesalesandadverselyaffect ourbusiness.Inaddition,alcoholservicemayexposeustoheightenedrisksofclaims,enforcementactions,insurance costincreasesandreputationalharmarisingfromallegedover-service,servicetounderagepersons,customerincidents or other alcohol-related matters.
Expansion into new markets may present increased risks.
Wearelookingtogrowandexpandourbusinessfootprintinnewmarkets,whetheronourownorthroughfranchising. AnysuchexpansionpresentsincreasedrisksduetotheCompany’sunfamiliaritywiththenewmarketandalsodueto consumer unfamiliarity with the Company’s brands and design concepts. If a new market is not receptive to the Company’s brands and design concepts, it could have a negative impact on our future results and make them unpredictable.
New Restaurants may not be profitable.
TheCompanyintendstoopenasecondrestaurantlocationandtoopenorfranchisenewrestaurantsinnewlocations. Onceopened,theserestaurantsmaynotbeprofitable,andtheaveragerestaurantsalesandcomparablerestaurantsales that the Company has experienced in the past may not be achieved. As such, the performance of new locations may not meet those of current locations. If we are not successful in launching or franchising new restaurants that are profitable, our business may be significantly impacted.
We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.
The Issuer is still in an early phase and we are just beginning to implement our business plan. There can be no assurancethatwewilleveroperateprofitably.Thelikelihoodofoursuccessshouldbeconsideredinlightofthe
problems,expenses,difficulties,complicationsand delaysusually encountered by early stage companies.The Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.
The amount of capital the Issuer is attempting to raise in this Offering may not be enough to sustain the Issuer’s current business plan.
In order to achieve the Issuer’s near and long-term goals, the Issuer may need to procure funds in addition to the amountraisedintheOffering.ThereisnoguaranteetheIssuerwillbeabletoraisesuchfundsonacceptabletermsor at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all orsubstantiallyallofourremaining assets,which could causean Investortolosealloraportion oftheir investment.
We may face potential difficulties in obtaining capital.
We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales,aswellastheinherentbusinessrisksassociated with the Issuer andpresentand futuremarketconditions. Additionally,ourfuturesourcesofrevenuemaynotbesufficienttomeetourfuturecapitalrequirements.Assuch,we may require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable,wemayberequiredtodelay,reducethescopeoforeliminateoneormoreofourresearch,development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.
Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.
Wearedependentoncertainkeypersonnelinordertoconductouroperationsandexecuteourbusinessplan,however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way toguaranteekeypersonnelwill stay with the Issuer,as manystates donot enforcenon-competition agreements,andthereforeacquiringkeymaninsurancewillnotamelioratealloftheriskofrelyingonkeypersonnel.
The Company’s Founder currently owns all of the outstanding equity of the Issuer and she will exercise voting control.
Prior to the Offering, Jennifer Nguyen, the Company’s CEO and Founder, beneficially owns all of the outstanding equityoftheIssuer.SubjecttoanyfiduciarydutiesowedtootherstockholdersunderDelawarelaw,Ms.Nguyenmay beabletoexercisesignificantinfluenceovermattersrequiringstockholderapproval,includingtheelectionofdirectors or managers and approval of significant Issuer transactions, and will have significant control over the Issuer’s management and policies. Ms. Nguyen may have interests that are different from yours. For example, Ms. Nguyen may support proposals and actions with which you may disagree. The concentration of ownership could delay or preventachangeincontroloftheIssuerorotherwisediscourageapotentialacquirerfromattemptingtoobtaincontrol oftheIssuer,whichinturncouldreducethepricepotentialinvestorsarewillingtopayfortheIssuer.Inaddition,Ms. Nguyen could use her voting influence to maintain the Issuer’s existing management, delay or prevent changes in control of the Issuer, issue additional securities which may dilute you, repurchase securities of the Issuer, enter into transactions with related parties or support or reject other management and board proposals that are subject to stockholder approval.
We may not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock, including the Securities.
Unless we increase our authorized capital stock, we may not have enough authorized common stock to be able to obtainfundingbyissuingsharesofourcommonstockorsecuritiesconvertibleintosharesofourcommonstock.We may alsonothave enoughauthorizedcapitalstockto issue sharesofcommonstock toinvestorsupontheconversion of any security convertible into shares of our common stock, including the Securities.
We may implement new lines of business or offer new products and services within existing lines of business.
As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developingandmarketingnewlinesofbusinessand/ornewproductsandservices,wemayinvestsignificanttimeand resources. Initial timetables for the introduction and development of new lines of business and/or new products or servicesmaynotbeachieved,andpriceandprofitabilitytargetsmaynotprovefeasible.Wemaynotbesuccessfulin introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and servicesonlessadvantageoustermstoretainorattractclientsorbesubjecttocostincreases.Asaresult,ourbusiness, financial condition or results of operations may be adversely affected.
We rely on other companies to provide services for our products.
We depend on third-party vendors and suppliers, including food and beverage distributors, to meet our operational needs and serve our customers. Our ability to meet our obligations to our customers may be adversely affected if vendors do not provide the agreed-upon products or services in compliance with applicable requirements and in a timelyandcost-effectivemanner.Likewise,thequalityofourofferingsmaybeadverselyimpactedifcompaniesfrom whom we source products or to whom we delegate certain services do not perform to our, and our customers’, expectations.Ourvendorsmayalsobeunabletoquicklyrecoverfromnaturaldisastersandothereventsbeyondtheir control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations.Theriskoftheseadverseeffectsmaybegreaterincircumstanceswherewerelyononlyoneortwovendors for a particular product or service.
We rely on various intellectual property rights, including trademarks, in order to operate our business.
TheIssuerreliesoncertainintellectualpropertyrightstooperateitsbusiness.TheIssuer’sintellectualpropertyrights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitiveadvantage,adequatelyprotectourintellectualpropertyordetectorpreventcircumventionorunauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosureandnoncompetition agreementswith employees,consultantsandother partiesto protect, inpart,trade secretsandotherproprietaryrights.Therecanbenoassurancethattheseagreementswilladequatelyprotectourtrade secretsandotherproprietaryrightsandwillnotbebreached,thatwewillhaveadequateremediesforanybreach,that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our intellectual property rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third partiesmay assert claimsagainst uswith orwithoutprovocation. These lawsuitscouldbeexpensive, take significant timeandcoulddivertmanagement’sattentionfromotherbusinessconcerns.Wecannotassureyouthatwewillprevail inanyofthesepotentialsuitsorthatthedamagesorotherremediesawarded,ifany,wouldbecommerciallyvaluable.
The Issuer’s success depends on the experience and skill of its executive officers and key personnel.
We are dependent on our executive officers and key personnel. These persons may not devote their full time and attentiontothemattersoftheIssuer.Thelossofalloranyofourexecutiveofficersandkeypersonnelcouldharmthe Issuer’s business, financial condition, cash flow and results of operations.
In order for the Issuer to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience.
Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management and other personnel to develop additional expertise. We face intense competitionforpersonnel,makingrecruitmenttime-consumingandexpensive. Thefailuretoattract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our productcandidates.Ifweexperiencedifficultiesinhiringandretainingpersonnelinkeypositions,wecouldsuffer
fromdelaysinproductdevelopment,lossofcustomersandsalesanddiversionofmanagementresources,whichcould adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us, which could further delay or disrupt our product development and growth plans.
We need to rapidly and successfully develop and introduce new products in a competitive, demanding and rapidly changing environment.
To succeed in our intensely competitive industry, we must continually improve, refresh and expand our product and service offerings to include newer features, functionality or solutions, and keep pace with changes in the industry. Shortened product life cycles due to changing customer demands and competitive pressures may impact the pace at which we must introduce new products or implementnew functions or solutions. In addition,bringing new products or solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate changing customer needs and trends. We must continue to respond to changing market demands and trends or our business operations may be adversely affected.
The development and commercialization of our products is highly competitive.
We face competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approvedproductsandthusmaybebetterequippedthanustodevelopandcommercializeproducts.Thesecompetitors alsocompetewithusinrecruitingandretainingqualifiedpersonnelandacquiringtechnologies.Smallerorearlystage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance, and our ability to generate meaningful additional revenues from our products.
Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue.
Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such asgreaternamerecognition,longeroperatinghistories,morevariedservicesandlargermarketingbudgets,aswellas greater financial, technical and other resources. The companies resulting from combinations or that expand or verticallyintegratetheirbusinesstoincludethemarketthatweaddressmaycreatemorecompellingserviceofferings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of our customers or a reduction in our revenue.
The Company’s business plan is based on numerous assumptions and projections that may not prove accurate.
TheCompany’sbusinessplanandpotentialgrowthisbaseduponnumerousassumptions.Noassurancecanbegiven regardingtheattainabilityofthefinancialprojections.TheCompany’sabilitytoadhereto,andimplement,itsbusiness planwilldependupontheCompany’sabilitytosuccessfullyraisefundsandavarietyofotherfactors,manyofwhich arebeyondthe Company’scontrol.Likewise,managementisnotboundtofollowthebusinessplanandmayelectto adoptotherstrategiesbaseduponunanticipatedopportunities,orchangesincircumstancesormarketconditions.All financial projections contained in the business plan arebased entirely upon management’s assumptions and projections and should not be considered as a forecast of actual revenues or our liquidity. Actual operating results may be materially different.
Although the Company believes the assumptions upon which the Company’s business and financial projections are based have reasonable bases, the Company cannot offer any assurance that its results of operations and growth will be as contemplated.If any of the assumptions upon which these opinions and projections are based prove to be inaccurate, including growth of the economy in general and trends in our industry, these opinions and projections couldbeadverselyaffected.Prospectiveinvestorsshouldbeawarethattheseopinionsandotherprojectionsand
predictionsoffutureperformance,whetherincludedinthebusinessplan,orpreviouslyorsubsequentlycommunicated toprospectiveinvestors,arebasedoncertainassumptionswhicharehighlyspeculative.Suchprojectionsoropinions are not (and should not be regarded as) a representation or warranty by the Company or any other person that the overall objectives of the Company will ever be achieved or that the Company will ever achieve significant revenues or profitability.Theseopinions,financialprojections,and anyotherpredictionsoffutureperformance shouldnotbe relied upon by potential investors in making an investment decision in regard to this Offering.
The inability of any suppliers or distributors to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our profit margins to decrease.
We must continuously monitor our inventory and product mix against forecasted demand or risk having inadequate supplies to meet consumer demand as well as having too much inventory on hand that may reach its expiration date and become unsaleable. If we are unable to manage our supply chain effectively and ensure that our products are availabletomeetconsumerdemand,ouroperatingcostscouldincreaseandourprofitmarginscoulddecrease.Failure byoursuppliersanddistributorstodeliverourproductsontimeoratallcouldresultinlostsales.Anysuchchangein suppliers or distributors could cause us to incur costs and expend resources. Moreover, in the future we may not be able to obtain terms as favorable as those we receive from suppliers and distributors that we currently use, which in turnwouldincreaseourcostsandtherebyadverselyaffectourbusiness,financialconditionandresultsofoperations.
Increases in costs for food and beverages, ingredients, labor, construction and utilities may adversely affect our results of operations.
Our financial resultsdependto alargeextentonthecostsoffood andbeverages, ingredients, labor,constructionand utilities, and our ability to pass on the costs to our customers or implement operational improvements. Historically, market prices for commodity grains and food stocks have fluctuated in response to a number of factors, including economic conditions such as inflation, changes in U.S. government farm support programs, changes in international agricultural trading policies, impacts of disease outbreaks on protein sources and the potential effect on supply and demandaswellasweatherconditionsduringthegrowingandharvestingseasons.Fluctuationsinpaper,steelandoil prices have resulted from changes in supply and demand, general economic conditions and other factors and impact the costs of construction. In addition, we have exposure for changes in the costs for labor and utilities, which affects our operating costs. Significant increases in our costs may require us to charge higher prices to avoid margin deterioration.Wecannotprovideanyassurancesregardingthetimingortheextentofourabilitytosuccessfullycharge higher prices for our products, or the extent to which any price increase will affect future sales volumes. Our results of operations may be materially and adversely affected by this volatility.
Damage to our reputation could negatively impact our business, financial condition and results of operations.
Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individualswithaccesstoabroadaudienceofconsumersandotherinterestedpersons.Theavailabilityofinformation on social media platforms is virtually immediate as is its impact. Information posted maybe adverse to our interests or maybe inaccurate,eachofwhich mayharmour performance, prospectsorbusiness. The harmmaybe immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.
We have not prepared any audited financial statements.
ThefinancialstatementsattachedasExhibitAtothisFormChavebeen“reviewed”onlyandsuchfinancialstatements have not been verified with outside evidence as to management’s amounts and disclosures. Additionally, tests on internal controls have not been conducted. Therefore, you will have no audited financial information regarding the Issuer’s capitalization or assets or liabilities on which to make your investment decision.
Our business could be negatively impacted by cyber security threats, attacks and other disruptions.
We may face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticatedmalware(viruses,worms,andothermalicious softwareprograms)andphishingemailsthatattackour
productsorotherwiseexploitanysecurityvulnerabilities.Theseintrusionssometimesmaybezero-daymalwarethat aredifficulttoidentifybecausetheyarenotincludedinthesignaturesetofcommerciallyavailableantivirusscanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure ofourinformationinfrastructure systemsoranyof ourdatacentersas aresult ofsoftwareorhardwaremalfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could causebreachesofdatasecurity,lossofcriticaldataandperformancedelays,whichinturncouldadverselyaffectour business.
Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.
Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systemsthat we maintain and in those maintained by third partieswith whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirementsimposedbygovernmentalregulationareincreasinglydemanding.Oursystemsmaynotbeabletosatisfy these changing requirements and customer and employee expectations, or may require significant additional investmentsor time in orderto doso. Abreachin thesecurity ofourinformationtechnology systemsor those ofour service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.
There is regulatory uncertainty regarding international trade and trade policy.
Since2025,theU.S.hasimposednewtariffsonproductsimportedintotheU.S.fromanumberofcountries,andalso hasincreasedexistingtariffsoncertainproducts.TheU.S.couldproposeadditionaltariffsorincreasestothosealready inplace.Certainofourproductsmaybedirectlyorindirectlysourcedfrominternationalsupplierswhichmayincrease ouroperating costs.Theseincreased costscouldrequireusto increaseourpricesand,in the eventconsumerdemand declinesasaresult,negativelyimpactourresultsofoperations.Furthermore,ourcompetitorsmaybebetterpositioned thanwearetowithstandorreacttotariffsorothertraderestrictions,whichmaycauseustolosemarketsharetosuch competitors. In the event these changes continue for an extended time, they could have a material adverse effect on our business, financial condition and results of operations.
RisksRelatedtotheOffering
The use of individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.
The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such asinvestment in technology, thecostsof compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, businessassociatesorthirdpartiesmayundermineoursecuritymeasures.Asaresult,unauthorizedpartiesmayobtain accesstoourdatasystemsandmisappropriateconfidentialdata.Therecanbenoassurancethatadvancesincomputer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customertransactionprocessingcapabilitiesandpersonaldata.Ifanysuchcompromiseofoursecurityorthesecurity of information residing with our business associates or third parties were to occur, it could have a material adverse effectonourreputation,operatingresultsandfinancialcondition.Anycompromiseofourdatasecuritymaymaterially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.
The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.
The Issuer may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflectitsstatusasadevelopmentstage,non-publiccompany.Therecanbenoguaranteethattherearenosignificant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.
Changes in federal, state or local laws and government regulation could adversely impact our business.
The Issuer is subject to legislation and regulation at the federal, state and local levels. In particular, the Issuer’s restaurant operations require ongoing compliance with food service, health and liquor licensing requirements, includingapplicableOregonalcohollicensingandalcoholservicepermitrules.Additionally,theIssuer’sfranchise
businessissubjecttotheFTCFranchiseRuleandcertainstatesrequirefranchiseregistrationorfilingbeforefranchises may be offered or sold in or into those states. New laws and regulations may impose new and significant disclosure obligationsandotheroperational,marketingandcompliance-relatedobligationsandrequirements,whichmayleadto additional costs, risks of non-compliance, and diversion of our management's time and attention from strategic initiatives.Additionally,federal,stateandlocallegislatorsorregulatorsmaychangecurrentlawsorregulationswhich couldadverselyimpactourbusiness.Further,courtactionsorregulatoryproceedingscouldalsochangeourrightsand obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.
We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.
We are also subject to a wide range of federal, state, and local laws and regulations. The violation of these or future requirementsorlawsandregulationscouldresultinadministrative,civil,orcriminalsanctionsagainstus,whichmay include fines, a cease and desist order against the subject operations or even revocation or suspension of our license tooperatethesubjectbusiness.Asaresult,wemayincurcapitalandoperatingexpendituresandothercoststocomply with these requirements and laws and regulations.
Changes in employment laws or regulation could harm our performance.
Various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws include minimum wage requirements, overtime pay, healthcare reform and the implementation of the Patient ProtectionandAffordableCareAct,unemploymenttaxrates,workers’compensationrates,citizenshiprequirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government- imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated healthbenefits,mandatedtrainingforemployees,increasedtaxreportingandtaxpaymentrequirementsforemployees whoreceivetips,areductioninthenumberofstatesthatallowtipstobecreditedtowardminimumwagerequirements, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.
Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenue projections.
A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespreadhealthcrisis.Additionally,geopoliticalevents,suchaswarsorconflicts,couldresultinglobaldisruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.
State and federal securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.
TheIssuerhasconductedpreviousofferingsofsecuritiesandmaynothavecompliedwithallrelevantstateandfederal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Issuer may have violatedstateorfederalsecuritieslaws,anysuchviolationcouldresultintheIssuerbeingrequiredtoofferrescission
rightstoinvestorsin suchoffering.Ifsuchinvestorsexercised theirrescission rights,theIssuer wouldhave topayto suchinvestorsanamountoffundsequaltothepurchasepricepaidbysuchinvestorsplusinterestfromthedateofany such purchase. No assurances can be given the Issuer will, if it is required to offer such investors a rescission right, havesufficientfundstopaythepriorinvestorstheamountsrequiredorthatproceedsfromthisOfferingwouldnotbe used to pay such amounts.
In addition, if the Issuer violated federal or state securities laws in connection with a prior offering and/or sale of its securities,federalorstateregulatorscouldbringanenforcement,regulatoryand/orotherlegalactionagainsttheIssuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.
The Issuer could potentially be found to have not complied with securities law in connection with this Offering related to a Reservation Campaign (also known as “Testing the Waters”)
Prior to filing this Form C, the Issuer engaged in a Reservation Campaign (also known as “testing the waters”) permitted under Regulation Crowdfunding (17 CFR 227.206), which allows issuers to communicate to determine whetherthereisinterestintheoffering.Allcommunicationsentisdeemedtobeanofferofsecuritiesforpurposesof theantifraudprovisionsoffederalsecuritieslaws.AnyInvestorwhoexpressedinterestpriortothedateofthisOffering shouldreadthisFormCthoroughlyandrelyonlyontheinformationprovidedhereinandnotonanystatementmade prior to the Offering. The communications sent to Investors prior to the Offering are attached as Exhibit F. Some of these communications may not have included proper disclaimers required for a Reservation Campaign.
The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.
YoushouldnotrelyonthefactthatourFormCisaccessiblethroughtheU.S.SecuritiesandExchangeCommission’s EDGARfilingsystemasanapproval,endorsementorguaranteeofcomplianceasitrelatestothisOffering.TheU.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.
Neither the Offering nor the Securities have been registered under federal or state securities laws.
No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits availableinregisteredofferings,whichmayincludeaccesstoquarterlyandannualfinancialstatementsthathavebeen auditedbyanindependentaccountingfirm.Investorsmustthereforeassesstheadequacyofdisclosureandthefairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.
The Issuer's management may have broad discretion in how the Issuer uses the net proceeds of the Offering.
Unless the Issuer has agreed to a specific use of the proceeds from the Offering, the Issuer’s management will have considerablediscretionovertheuseofproceedsfromtheOffering.Youmaynothavetheopportunity,aspartofyour investment decision, to assess whether the proceeds are being used appropriately.
The Issuer Reserves the Right to Change the Escrow Agent at Its Sole Discretion, Which May Result in Delays or Operational Adjustments
TheIssuerreservestheright,initssolediscretion,toreplacetheescrowagentatanytimeduringtheOffering.Inthe event of such a change, investor funds held in escrow may be transferred to a new escrow account with a different financial institution. Any such transition will be conducted in compliance with applicable laws and regulations; however, investors should be aware that a change in escrow agent may result in processing delays, modifications to administrativeprocedures,orotheroperational adjustmentsthatcouldaffectthetimingofinvestmentprocessingand disbursement of funds. The intermediary facilitating this offering assists in establishing and managing escrow accounts, including communicating with the escrow agent via API, and any transition to a new escrow agent may require adjustments to these processes.
RisksRelatedtotheSecurities
The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.
At the conclusion of the Offering, the Issuer shall pay the Intermediary a cash fee equal to the greater of (A) (1) 0% ofanydollaramountsraisedintheOfferingupto$100,000.00,and(2)sixpercent(6%)ofanydollaramountsraised in the Offering exceeding $100,000.01 but not exceeding $5,000,000; or (B) fifteen thousand dollars ($15,000.00). Additionally,theIssuershallpaytotheIntermediaryanon-refundableonboardingfeeofseventhousandfivehundred dollars($7,500.00).Thecompensation paid by theIssuerto the Intermediary may impacthowtheIssuer usesthenet proceeds of the Offering.
The Issuer has the right to limit individual Investor commitment amounts based on the Issuer’s determination of an Investor’s sophistication.
TheIssuermaypreventanyInvestorfromcommittingmorethanacertainamountinthisOfferingbasedontheIssuer’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desiredinvestmentamountmaybelimitedorloweredbasedsolelyontheIssuer’sdeterminationandnotinline with
relevantinvestmentlimitssetforthbytheRegulationCFrules.ThisalsomeansthatotherInvestorsmayreceivelarger allocations of the Offering based solely on the Issuer’s determination.
The Company has the right to extend the Offering Deadline and/or increase the Maximum Offering Amount.
The Company may extend the Offering Deadline and/or increase the Maximum Offering Amount beyond what is currently stated herein. For an extension of the Offering Deadline, this means that your investment may continue to beheldinescrowwhiletheCompany attemptstoraisethe TargetOfferingAmountevenaftertheOfferingDeadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you. For an increase in the Maximum Offering Amount, this means that additional amounts may be raised by the Company which would also increase the number of shares outstanding and dilute shareholders.
The Issuer may also end the Offering early.
IftheTargetOfferingAmountismetafter21calendardays,butbeforetheOfferingDeadline,theIssuercanendthe Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failuretoparticipateintheOfferinginatimelymanner,maypreventyoufrombeingabletoinvestinthisOffering– italso meansthe Issuer may limittheamountofcapitalitcan raiseduring theOfferingbyending theOffering early.
The Issuer has the right to conduct multiple closings during the Offering.
If theIssuer meetscertain termsand conditions,anintermediate close (alsoknownasarolling close)ofthe Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Issuer may choose to continue the Offering thereafter. Investorsshould be mindful that thismeansthey can make multiple investment commitmentsin the Offering, which maybesubjecttodifferentcancellationrights.Forexample,ifanintermediatecloseoccursandlateramaterialchange occursastheOfferingcontinues,Investorswhoseinvestmentcommitmentswerepreviouslycloseduponwillnothave the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.
Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.
In connection with investing in this Offering to purchase a SAFE (Simple Agreement for Future Equity), Investors will designate the Lead (as defined above) to act on behalf as proxy on behalf of Investors in respect to instructions relatedtotheSecurities.TheLeadwillbeentitled,amongotherthings,toexerciseanyvotingrights(ifany)conferred upon the holder of the Securities or any securities acquired upon their conversion, and to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Lead and itsagents)totakevariousactionsontheirbehalf,andinvestorswillessentiallynotbeabletovoteuponmattersrelated
tothegovernanceandaffairsoftheIssuernortakeoreffectactionsthatmightotherwisebeavailabletoholdersofthe Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities to the Lead and grant broad authority to the Lead to take certain actions on behalf of the investor.
The Custodian shall serve as the legal title holder of the Securities. Investors will only obtain a beneficial ownership in the Securities.
The Issuer and the Investor shall appoint and authorize the qualified third-party Custodian for the benefit of the Investor, to hold the SAFE and any securities that may be issued upon conversion thereof in registered form in the Custodian’s name or the name of the Custodian’s nominees for the benefit of the Investor and Investor’s permitted assigns. The Custodian may take direction from the Lead who will act on behalf of the Investors, and the Custodian may be permitted to rely on the Lead’s instructions related to the Securities. Investors may never become an equity holder, merely a beneficial owner of an equity interest.
The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.
Youshouldbeawareofthelong-termnatureofthisinvestment.Thereisnotnowandlikelywillnoteverbeapublic market for the Securities. Because the Securities have not been registered under the Securities Act or under the securitieslawsofanystateorforeignjurisdiction,theSecuritieshavetransferrestrictionsandcannotberesoldinthe United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adverselyaffectthepricethatyoumightbeabletoobtainfortheSecuritiesinaprivatesale.Investorsshouldbeaware of the long-term nature of their investment in the Issuer. Each Investor in this Offering will be required to represent thattheyarepurchasingtheSecuritiesfortheirownaccount,forinvestmentpurposesandnotwithaviewtoresaleor distributionthereof.Ifatransfer,resale,assignmentordistributionoftheSecurityshouldoccurpriortotheconversion oftheSecurityorafter,iftheSecurityisstillheldbytheoriginalpurchaserdirectly,thetransferee,purchaser,assignee ordistributee,asrelevant,willberequiredtosignanewOmnibusNomineeTrustAgreement(attachedasExhibitD). Additionally, Investors will only have a beneficial interest in the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the Custodian.
Investors will not become equity holders until a qualified equity financing or until there is a change of control or sale of substantially all of the Issuer’s assets. The Investor may never directly hold equity in the Issuer.
InvestorswillnothaveanownershipclaimtotheIssuerortoanyofitsassetsorrevenuesforanindefiniteamountof timeanddependingonwhenandhowtheSecuritiesareconverted,theInvestorsmayneverbecomeequityholdersof theIssuer.InvestorswillnotbecomeequityholdersoftheIssuerunlesstheIssuerreceivesafutureroundoffinancing greatenoughtotriggeraconversion.Exceptforaqualifiedfinancing,theIssuerisundernoobligationtoconvertthe Securities.Incertaininstances,suchasasaleoftheIssuerorsubstantiallyallofitsassets,aninitialpublicofferingor a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equityintheIssuer.Further,theInvestormayneverbecomeanequityholder,merelyabeneficialownerofanequity interest, as the custodian shall be deemed the legal owner of the SAFE or the securities issuable thereto.
Investors will not have voting rights, even upon conversion of the Securities.
InvestorswillnothavetherighttovoteuponmattersoftheIssuerevenifandwhentheirSecuritiesareconverted(the occurrence of which cannot be guaranteed). Under the terms of the Securities, the Custodian will exercise voting controlovertheSecurities.The Custodianmaytakedirection fromtheLead whowill act onbehalf of theInvestors, andtheCustodianmaybepermittedtorelyontheLead’sinstructionsrelatedtovotingoftheSecurities.Forexample, iftheSecuritiesareconvertedinconnectionwithanofferingofSeriesBPreferredStock,Investorswouldbeneficially receive securities in the form of shares of Series B-CF Preferred Stock (or a similar different designated class) and suchshareswouldberequiredtobesubjecttothetermsoftheSecuritiesthatallowstheCustodiantovotetheirshares ofSeriesB-CFPreferredStock consistentwiththetermsoftheSecurity.Thus,Investorswillessentiallyneverbeable to vote upon any matters of the Issuer unless otherwise provided for by the Issuer.
Investors will not be entitled to any inspection or information rights other than those required by law.
Investors will not have the right to inspect the books and records of the Issuer or to receive financial or other informationfromtheIssuer,otherthanasrequiredbylaw.OthersecurityholdersoftheIssuermayhavesuchrights. Regulation CF requires only the provision of an annual report on Form C-AR and no additional information. Additionally,therearenumerousmethodsbywhichtheIssuercanterminateannualreportobligations,resultinginno informationrights,contractual,statutoryorotherwise,owedtoInvestors.ThislackofinformationcouldputInvestors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.
Investors will be unable to declare the Security in “default” and demand repayment.
Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Issuer has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Onlyinlimitedcircumstances,suchasaliquidityevent,mayInvestorsdemandpaymentandeventhen,suchpayments will be limited to up to the amount of cash available to the Issuer.
The Issuer may never undergo an Equity Financing or a Liquidity Event and Investors may have to hold the Securities indefinitely.
The Issuer may never conduct a future equity financing. In addition, the Issuer may never undergo a liquidity event such as a sale of the Issuer or an initial public offering. If neither an equity financing nor a liquidity event occurs, InvestorscouldbeleftholdingtheSecuritiesinperpetuity.TheSecuritieshavenumeroustransferrestrictionsandwill likely be highly illiquid, with no secondary market on which to sell them.If a transfer, resale, assignment or distributionoftheSecurityshouldoccurpriortotheconversionoftheSecurityorafter,iftheSecurityisstillheldby theoriginalpurchaserdirectly,thetransferee,purchaser,assigneeordistributee,asrelevant,willberequiredtosigna newOmnibusNomineeTrustAgreement(asdefinedintheSecurity).TheSecuritiesarenotequityinterests,haveno ownershiprights,havenorightstotheIssuer’sassetsorprofitsandhavenovotingrightsorabilitytodirecttheIssuer or its actions.
Any equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.
The Issuer’s equity securities will be subject to dilution. The Issuer intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securitiesresulting fromtheconversionoftheSecuritieswillbesubjecttodilutioninanunpredictableamount.Such dilution may reduce the Investor’s control and economic interests in the Issuer.
The amount of additional financing needed by the Issuer will depend upon several contingencies not foreseen at the timeofthisOffering.Generally,additionalfinancing(whetherintheformofloansortheissuanceofothersecurities) will be intended to provide the Issuer with enough capital to reach the next major corporate milestone. If the funds receivedinanyadditionalfinancingarenotsufficienttomeettheIssuer’sneeds,theIssuermayhavetoraiseadditional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital isat least partially a function ofcapital market conditionsthat are beyondthe control of theIssuer. There can benoassurancethattheIssuerwillbeabletoaccuratelypredictthefuturecapitalrequirementsnecessaryforsuccess orthatadditionalfundswillbeavailablefromanysource.Failuretoobtainfinancingonfavorabletermscoulddilute or otherwise severely impair the value of the Securities.
In addition, the Issuer has certain option grants and convertible securities outstanding. Should the Issuer enter into a financingthatwouldtriggeranyconversionrights,theconvertingsecuritieswouldfurtherdilutetheequitysecurities receivable by the holders of the Securities upon a qualifying financing.
Any equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Issuer at the time of conversion.
Intheeventaconversionoccurs,theIssuerwillconverttheSecuritiesintoequitysecuritiesthataremateriallydifferent fromtheequitysecuritiesbeingissuedtonewinvestorsatthetimeofconversioninmanyways,including,butnot
limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the Conversion Price (as defined in the SAFE agreement) shall have only such preferences, rights, and protections in proportion to the Conversion Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Issuer may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Issuer.
The foregoingparagraphisonly a summaryofaportionof the conversionfeatureof theSecurities;itisnotintended to be complete, and is qualified in its entirety by reference to the full text of the SAFE agreement, which is attached as Exhibit B.
There is no present market for the Securities and we have arbitrarily set the price.
Theofferingpricewasnotestablishedinacompetitivemarket.WehavearbitrarilysetthepriceoftheSecuritieswith referencetothegeneralstatusofthesecuritiesmarketandotherrelevantfactors.TheofferingpricefortheSecurities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the offering price or at any other price.
In the event of the dissolution or bankruptcy of the Issuer, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.
In the event of the dissolution or bankruptcy of the Issuer, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributionsonceallofthecreditorsandmoreseniorsecurityholders,includinganyholdersofpreferredstock,have beenpaidinfull.NoholdersofanyoftheSecuritiescanbeguaranteedanyproceedsintheeventofthedissolutionor bankruptcy of the Issuer.
While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Issuer does not have sufficient cash on hand, this obligation may not be fulfilled.
Upon the occurrence of certain events, as provided in the Securities, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right cannot be guaranteediftheIssuerdoesnothavesufficientliquidassetsonhand.Therefore,potentialInvestorsshouldnotassume a guaranteed return of their investment amount.
There is no guarantee of a return on an Investor’s investment.
There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment.For thisreason,each Investor should read thisForm Cand allexhibitscarefully and should consultwith their attorney and business advisor prior to making any investment decision.
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Discussion
Ask questions and share feedback with the The Sports Bra team below. If you have support related questions for Republic, please contact investors@republic.co.
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john webster
8 days ago
can somebody use their IRA to invest in your company or buy a franchise? we have had several buy franchises from us using their IRA, we had to set ourselves up to do that, they weren't doing that before I came around. win for both of us. I don't need to tell you the benefit of using an IRA vs money out of one's bank account. 1 of 2 franchises I bought came from money from my IRA.
Deborah Pleva @john-webster-1 It may be possible to use an IRA to invest in our company or buy a franchise, but that is not our area of expertise. If you are looking to invest in our current campaign, reach out to Republic for more information. Buying a franchise is a completely separate process handled directly through our corporate team. Visit thesportsbrafranchise.com for details!
The Sports Bra team
4 days ago
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The Sports Bra team
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4 days ago
john webster
8 days ago
thanks for swift response. at a franchise opening today people all over the place. looks like the DMV lol. my most successful franchise company I invested in 9 figures a year is the most expensive. a little over 1.5 million to close to 5 million bucks and people lining up to buy them. I see that most definitely for your especially looking at your cost. some companies I got came from networking etc that buy many at at time and you can Google companies that buy lots of different types of franchises and put in their portfolio. we only do multi unit operators.
I saw where it said each seat generated 25k a year, on average how many people come to your establishment a year?
a sports bar we had where I live that ended up going out of business locally for dessert one item they had that I can't find nowhere I go. they had vanilla ice cream with a chocolate chip cookie on top, the cookie they put in warmer. it was about $10 bucks for it manager told me it cost them very little, great margins. that could be something to add 1 day for you? who doesn't like chocolate chip cookies unless they don't eat sweets.
one thing I do for all my franchise companies I invested in is when there is a franchise expo I sign up as an attendee, they let me hand out cards and I network with others there, sold some franchises that way and while I was there I bought 2 myself, great deals.newer franchise companies. every moment to me is a networking opportunity. a little food for that. imagine if you had investors in multiple cities doing that. we usually do it on the saturday day at expos since way more attendees cause people aren't working.
on avg how many franchise request do you get monthly etc? thanks for your time!
Deborah Pleva @john-webster-1 We love your energy and the hustle! We also believe that every single moment is an opportunity to connect. Having multi-unit investors handing out cards at expos is a great grassroots strategy.
We receive between 25 and 75 franchise inquiries every month. And we agree that high-margin, easy desserts can be a great revenue driver, and a warm chocolate chip cookie with vanilla ice cream is an absolute classic. As I mentioned, we don't have immediate plans to expand the dessert menu here.
Sounds like you've built a great track record in the franchise space. We encourage you to spend time on our franchise website if you’re interested in opening up a Bra or two! thesportsbrafranchise.com
The Sports Bra team
4 days ago
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The Sports Bra team
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4 days ago
Cathy Surack
Investor in The Sports Bra
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11 days ago
What is the status of the Indy Location?
Deborah Pleva @cathy-surack Hi Cathy, the Indy team is in the permitting process right now. Follow them on Instagram to get all of the updates! @thesportsbraindy
The Sports Bra team
11 days ago
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The Sports Bra team
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11 days ago
Julie Appelhans
Investor in The Sports Bra
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11 days ago
If we've already invested at one level, but want to invest more, should we simply increase our investment so it matches the next level?
Deborah Pleva @julie-appelhans What a wonderful question! You can log back in and click on VIEW INVESTMENT. Click on the pencil icon to adjust the amount. Thanks, Julie!
The Sports Bra team
11 days ago
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The Sports Bra team
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11 days ago
john webster
15 days ago
7. I know some companies they won't sell a franchise to somebody if they plan on opening any other franchises, they want them all to themselves. they want somebody full committed, huge weekly time commitments. will that be the case for you? for us not a problem. once franchise is open how long will you expect franchisee or franchisees to be there for? some places 60 days, some, some less or more. ones I invested in we do 60 days on average but make exceptions for the people. we understand some have a lot of business ventures like myself and can't stay in 1 spot too long.
8. do you have any plans to add anything to your desserts, I see you just have ice cream now. we have had success with key lime pie and ice cream.
great job Jenny has done so far! great team!
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Deborah Pleva @john-webster-1 Hi John,
Thank you so much for your incredible enthusiasm, your support for Jenny and our team, and for sharing your extensive background in sports team ownership and franchising! It is great to hear from someone who understands the landscape and sees the immense potential in what we are building. And we love the code shirt story. That is grassroots marketing at its finest! OK… On to your questions…
Our flagship Portland location has an intimate, 900-square-foot front-of-house space with 40 seats. It generates roughly $25,000 per seat annually. Our franchise locations will have larger footprints.
You are correct regarding investing returns back into growth. We actually just addressed our recent financial trajectory, macro trends, and how we are positioning profitability for investors in a separate, more detailed answer in this discussion thread. Please feel free to check that out for the full breakdown!
The all-in costs to open a bar, average onboarding/build-out timelines, and our third-party financing options are fully outlined on our franchise website. We completely agree with you on the power of multi-unit operators. Having groups buy and develop regional blocks is absolutely part of our vision for hitting our growth targets. You can find many of those details at thesportsbrafranchise.com. (1/2)
The Sports Bra team
13 days ago
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The Sports Bra team
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13 days ago
Deborah Pleva @john-webster-1 Questions regarding territory exclusivity, city limits, and our exact on-site requirements for owners (especially hands-off investors or multi-unit operators like yourself) are best addressed in one-on-one conversations with our franchise expansion team. You can connect with them through the franchise website.
Right now, our Portland menu keeps it simple with ice cream, and we don't have immediate plans to expand the dessert menu here. (However, we love the sound of key lime pie!) Our franchise model is designed so that while The Sports Bra provides the core playbook, local franchisees have the flexibility to adjust and add to their menus to best serve their specific communities. Local dessert additions would absolutely be on the table.
Thanks again for reaching out, John. If you'd like to dive deeper into the franchising numbers or discuss what a multi-unit development could look like, please head over to our franchise site and submit an inquiry so our team can set up a call with you! (2/2)
The Sports Bra team
13 days ago
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The Sports Bra team
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13 days ago
David Paxton Key lime pie would be awesome along with cheesecake.
Investor in The Sports Bra
12 days ago
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Investor in The Sports Bra
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12 days ago
john webster @david-paxton-1 so true. many places don't carry key lime pie especially bars. would be something different than same old same old.cheesecake great idea too.
8 days ago
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8 days ago
john webster
15 days ago
great job thus far! I am part owner of several sports teams and a couple being women's team along with an investor in several different types of franchises and a couple of my own, tons of locations we are absolutely crushing it, therefore, this is very intriguing. going to break up into 2 post since so wordy
1. I saw now you have one location in Portland. how many square feet is that? what is your revenue per square feet?
2. I saw where you mentioned you were profitable. are you profitable to where it's good for investors? might as well roll that back into business
3. what is the all in cost to open a bar?
4. how long will take to get a franchisee up and running on average. do you have 3rd party financing? that can actually be another revenue source for you. win win
5. one of my companies that we have franchises I personally sold 22 franchises to one group and the founder sold over 70 to one group. one group brought over 100 that they will be developing over time. I would love to see that for you. you mentioned 40 in the next 4 years I would love to see one group buying that. I sold 22 by just having on a shirt that had a bar code on back, that briefly explained the franchise. sat down with guy at airport and the rest is history. a little over half of what I wear is from my sports teams or other business ventures.
6. some franchises there seems to be one on every corner in America and others there are like 8 in a state lol. will you have limits on how many franchises you will have in any given city or not really?
Deborah Pleva @john-webster-1 I've answered your questions above!
The Sports Bra team
13 days ago
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The Sports Bra team
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13 days ago
Maximilian Cable
17 days ago
Hi! I read your answer to Derek Fenwick's question on investor exit strategies. To take it one further, are there plans for a quarterly or annual dividend?
I am a strong believer in your mission, and if this should be seen as more of a 'crowdfunding campaign', then I'll be in for a share! But, to invest (let's say 40 shares, I'm a small fish) I'm hoping to see more of a plan on how investors will make their money back.
Deborah Pleva @maximilian-cable A: Hi Maximilian,
Thank you so much for the support and for believing in our mission! Every investor, no matter the size, is crucial to building this company. To answer your question directly: We do not currently have plans for quarterly or annual dividends. Investing in early-stage, private companies is a long-term play. Right now, our primary focus is reinvesting every dollar of revenue back into the business to maximize our growth and scale. Generally, investors in companies like ours see a return on their investment through a few specific milestones rather than regular payouts:
- Acquisition: If a larger corporation acquires the company.
- Initial Public Offering (IPO): If the company grows to the point of listing on a public stock exchange.
- Share Buy-Back Programs: Where the company eventually uses its profits to buy shares back from early investors.
Think of this investment less like a traditional crowdfunding campaign where you might get a product perk, and more like planting a seed that will take several years to mature. When a private company achieves profitability and scales successfully, that value is shared among all investors through an increase in the valuation of their shares.
For a closer look at how we intend to reach those milestones, I encourage you to check out our scaling plan and projected growth charts on our Deal Page. That section outlines how we plan to use this capital to drive the business forward and build long-term value for you and our investor community. We’d love to have you on board for the journey!
Cheers,
Deb
The Sports Bra team
16 days ago
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The Sports Bra team
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16 days ago
David Paxton
Investor in The Sports Bra
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20 days ago
After reading the previous comments and discussion I have a couple of quick and easy questions. First, does The Sports Bra have a specific location/site in mind for the 2nd Portland location, or will that be decided based in part on the success of the current funding drive? And second, how large of a facility (in terms of seating capacity) will the 2nd location be? From the replies to other inquiries the current 40 seat venue is a major hindrance in growing the brand.
Deborah Pleva @david-paxton-1 Thanks for reaching out, David! To your first question: We do have a specific location in mind for the second Portland spot, but nothing is signed just yet. Going forward, our progress will depend, in part, on the success of the current funding round. As for capacity: You are spot on. Our current 40-seat venue is cozy, but it definitely limits our growth. Our target blueprint for the new franchise concept is between 2,500 and 3,500 square feet. For this next Portland location, we are actively aiming for the larger end of that spectrum to maximize seating and give our community plenty of room to gather.
The Sports Bra team
19 days ago
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19 days ago
Morgan Ellis
20 days ago
The Form C shows revenue declined 18% from 2024 to 2025, from $1,247,413 to $1,021,372, during what was arguably the strongest year women’s sports has ever had culturally and commercially. Can you help investors understand what drove that decline and what has changed operationally to reverse it before committing capital to expansion?
View 4 more replies
Deborah Pleva Thank you for asking this, Morgan. There is critical context behind our top-line numbers that the Form C alone cannot fully convey, and we appreciate the opportunity to break down what truly drove our revenue trajectory in 2025.
While non-restaurant revenues, including growth in merchandise sales, pop-up events like our Pride block party, and publicity engagements, actually increased, our total revenue was pulled down by a decline in food and beverage sales. When evaluating that decline, it helps to look at the intersection of macroeconomic trends, our community demographics, and our specific physical constraints.
Across the country, 2025 was a notoriously challenging year for the food and beverage industry. Persistent inflation and tightening household budgets caused a nationwide slump in restaurant traffic, with nearly 40% of U.S. restaurants reporting sales declines. For The Sports Bra, this macro trend hit close to home. Our core customer base of LGBTQ+ and BIPOC community members is historically among the first to feel the financial squeeze of an economic downturn.
At the same time, while the immense popularity of women's sports insulated our brand against a lack of consumer interest, we hit a hard physical ceiling in our original 40-seat space. During peak hours for major sporting events, we routinely had to turn away crowds of enthusiastic fans simply because we couldn't fit them inside. Because we couldn't capture that massive surge in demand to offset slower non-game hours, our on-site revenue mirrored the broader contraction in the restaurant economy. We openly shared these growth limitations with our community in a blog post from Jenny last November. (1/2)
The Sports Bra team
20 days ago
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The Sports Bra team
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20 days ago
Deborah Pleva To reverse this trend and aggressively drive revenue, we are implementing several key operational changes based directly on what we’ve learned. Inside the restaurant, we are actively adjusting our model to better accommodate our guests' changing budgets. We are currently looking to adjust portion sizes and refresh the menu to test lower-priced options to drive volume. We are also returning to a hybrid combination of counter and table service specifically designed to increase average check sizes.
Beyond the immediate menu adjustments, we are currently searching for a much larger, purpose-built second location in Portland. This space will be designed specifically to eliminate our peak-hour bottlenecks, accommodate medium-to-large events, and unlock high-margin revenue streams like expanded takeout and catering. Crucially, it will also serve as the premier training ground for our franchise expansion. Finally, the operational lessons from our original footprint are now codified into a scalable model. We are on the verge of opening our first two franchise locations, which will introduce franchise fees and royalty revenue streams directly to our bottom line.
Ultimately, 2025 was a transition year in which we identified the boundaries of our initial proof of concept. We are taking those insights to optimize our daily operations and build a more spacious, versatile enterprise model that can fully capitalize on the explosive, ongoing growth of women's sports. (2/2)
The Sports Bra team
20 days ago
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The Sports Bra team
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20 days ago
Morgan Ellis @tmp-user-name-67 Thank you for the detailed response. The context around macro headwinds and capacity constraints is helpful.
One follow-up on something you mentioned: you note being ‘on the verge of opening’ the first two franchise locations. The Form C filed May 5th doesn’t reference imminent openings for any of the five signed locations. Can you clarify which two locations are opening, what the expected timeline is, and whether investors should expect a Form C amendment reflecting this material development?
20 days ago
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20 days ago
Morgan Ellis @tmp-user-name-67 Following up on my question from two days ago, as I noticed other questions have received responses since. To summarize what’s outstanding: in your reply you mentioned being ‘on the verge of opening’ the first two franchise locations, which isn’t referenced in the Form C filed May 5th. For the benefit of potential investors reading this thread, can you clarify which locations are opening and on what timeline?
18 days ago
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18 days ago
Deborah Pleva @maria-dirosa Thanks for your persistent follow-up (and patience). St. Louis and Indianapolis are the two locations with signed leases currently in the design/build-out phase. Because construction timelines vary, actual opening dates will likely occur after this offering closes.
We consulted with our legal counsel regarding your question (which contributed to the delayed response). Because the current Form C already clearly discloses franchising as a core part of our business model, our lawyer has advised that no amendment to Form C is required.
We will continue to monitor our timelines closely with our legal team to ensure full compliance throughout the raise. Thank you for your continued interest and inquiries, Morgan!
The Sports Bra team
18 days ago
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The Sports Bra team
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18 days ago
Morgan Ellis @tmp-user-name-67 Thanks for that clarification, the timeline context is helpful for investors evaluating the offering.
One additional question for the benefit of investors regarding the balance sheet: the Form C shows deferred revenue jumping from $10,000 in 2024 to $209,000 in 2025, which is a 20x increase. The filing doesn’t specify what this deferred revenue represents or what obligations it corresponds to. Can you clarify what the $209,000 in deferred revenue consists of, and whether the cash corresponding to those obligations is still available to fulfill them or has been deployed into general operations?
17 days ago
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17 days ago
Deborah Pleva @maria-dirosa Thanks for the question, Morgan! The $209,000 in deferred revenue represents the initial franchise fees collected from four of our upcoming franchise locations. Our location in Portland, Maine, was signed after the financial statement date. Per accounting standards, we classify these fees as deferred revenue on the balance sheet until the respective franchise locations officially open. Regarding the cash, these funds are specifically deployed into our franchise operations to cover significant upfront costs incurred during the pre-opening phases. This includes funding critical support services for our new franchisees, such as site selection assistance, lease review, construction guidance, training, menu setup, and grand opening marketing plans. We appreciate you diving into the details with us as we scale the brand!
The Sports Bra team
13 days ago
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The Sports Bra team
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13 days ago
Derek Fenwick
21 days ago
What is the exit strategy? I love the story and the business potential, but it only turns into ROI for investors if there’s an exit
Deborah Pleva @derek-fenwick
Hi Derek! This answer is from Jenny. I'm posting it on her behalf:
To be completely transparent, success, to me, first and foremost, looks like The Bra growing and impacting communities worldwide through our mission and values. But I also completely understand that for our investors, this is a business, and ROI depends on a clear path forward.
When we brought on our initial institutional backing, like the major investment from Alexis Ohanian’s 776 Foundation and WNBA champion Renee Montgomery, we did so to build a real, scalable model, not a charity. The framework we are building with our franchise system is designed to create a valuable, high-growth brand.
Whether an exit ultimately comes through an acquisition, a strategic buy-out, or another major corporate trigger event, I am fully supportive of it. I recognize that there are people out there who are much more business- and operations-savvy than I am and can eventually take The Bra to the next level. As long as the core mission and values that built this brand stay true throughout that growth and transition, I am all for a successful exit that rewards the people who backed us.
The Sports Bra team
21 days ago
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The Sports Bra team
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21 days ago
Emily Feenstra
22 days ago
Can you share a bit more about the background of the founder, Jenny Nguyen, and founding team (if applicable)?
Additionally, is there anyone in the founding team or early investors who have franchise experience?
Deborah Pleva @emily-feenstra Hi Emily,
Thanks for your question about our team!
Our founder and CEO, Jenny, has a unique background that blends culinary arts with leadership. She graduated from Western Washington University in 2002 with a degree in Psychology and a minor in English, and then went on to earn a degree in culinary arts from Western Culinary Institute - Le Cordon Bleu. Before opening The Bra, she honed her high-volume management skills as the Executive Chef at Reed College.
Jenny has surrounded herself with some serious industry heavy-hitters to help us scale. For starters, our CFO, Barbara Haedtke, was Senior Director of Finance and Strategy at Papa Murphy’s, a 1,200‑unit franchised system. After Papa Murphy’s was acquired by MTY Group, she transitioned to Head of Global FP&A & Strategy, supporting a portfolio of more than 80 brands—several of which were franchise organizations—across QSR, fast-casual, and casual dining. Our Director of Franchise Development, Lindsey Schalock, also brings over 20 years of hospitality experience to the table. As for me, I serve as the SVP of Marketing and Operations. My background includes leading communications for Girls on the Run International, which operates under a federated model of over 140 councils. We also brought in the experts at iFranchise Group specifically to help us build the right foundation for our franchise business, and we have been active members of the International Franchise Association since the end of 2024.
In addition to our day-to-day team, we are incredibly lucky to have Heather Neary as a business advisor. Heather is currently the President and CEO of Taco John’s and has a massive franchise pedigree. She spent 15 years at Auntie Anne’s, rising to Brand President and driving over $550 million in sales, and later served as Brand President at KBP Brands, where she oversaw high-growth portfolios for giant chains like KFC, Taco Bell, and Arby’s.
Go team!
Deb
The Sports Bra team
21 days ago
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The Sports Bra team
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21 days ago
Gabriel Cerda Jr
23 days ago
Hi team! I have a few questions and could use some clarification here! Appreciate any details.
1. Are your existing locations currently profitable, and if not, when do you realistically expect profitability?
2. What proof do you have that the concept can successfully scale outside Portland?
3. How much runway does the company currently have, and will you likely need another raise soon?
-Gabriel
Deborah Pleva @gabriel-cerda
Hi Gabriel, Thank you for reaching out with these questions! Answers are below. I'm limited to 2000 characters, so I've divided our response into several posts.
Cheers,
Deb and team
1. Are your existing locations currently profitable, and if not, when do you realistically expect profitability?
Currently, our original Portland flagship is the only location open. While it successfully proved that the demand for a dedicated women’s sports bar is massive, its physical size limits its standalone profitability. With only 40 seats and a tiny kitchen, we consistently turn away enthusiastic fans during peak events. Plus, the limited space restricts us from tapping into highly lucrative revenue streams that we plan to capture moving forward, such as delivery, takeout, private events, and catering.
This original space established a deeply meaningful brand and a successful proof of concept, but it has ultimately become a bottleneck to scaling revenue and operations efficiently. The size and design required for our franchise locations are much larger. To solve this, we are currently scouting a second, larger location. A portion of the funds from this raise will be used to search for a new corporate flagship, which will feature an expanded footprint to capture these missed revenue streams and serve as the operational blueprint for all future franchises.
Right now, we are in an early-stage growth phase. We are actively reinvesting our resources into expansion, franchise infrastructure, robust systems, and brand development. While our long-term goal is to become a mature, dividend-producing business, our current focus is on scaling the brand to unlock profitability through this expanded model. As with any early-stage venture, this path comes with inherent risks, all of which are fully disclosed in our offering documents.
The Sports Bra team
23 days ago
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The Sports Bra team
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23 days ago
Deborah Pleva @gabriel-cerda
2. What proof do you have that the concept can successfully scale outside Portland?
The Portland location proved demand and cultural pull for the concept. We also recognize that Portland is special, and we are not pretending every market is the same. The work now is to identify and replicate what is core to The Sports Bra: women’s sports on screen, community, inclusivity, great food and drinks, and a welcoming game-day environment, and then adapt thoughtfully to each local market. We know that more than two dozen bars dedicated to women’s sports have opened in other cities, further demonstrating the concept's viability.
3. How much runway does the company currently have, and will you likely need another raise soon?
As disclosed in our Form C, our runway was approximately three months as of March 31, 2026. This raise is structured to primarily fund expansion efforts for a second, larger corporate flagship location and to build capacity to support the next phase of franchise operations.
This new venue will serve as the operational and design blueprint for all future franchises. Like many early-stage companies, our timeline depends on disciplined capital management, smart spending, and steady revenue growth to execute our plan.
Looking ahead, we anticipate needing another capital infusion in the next 12 months, which we intend to be a Series A round. If all targeted franchise locations are successfully awarded, we will likely need to initiate the next capital infusion by mid-Q1 2027 to support the corporate infrastructure required for that rapid growth. If expansion moves more slowly, we may need to seek funding sooner to sustain ongoing operations.
The Sports Bra team
23 days ago
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The Sports Bra team
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23 days ago
The Sports Bra
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