Disclaimer
Last updated: July 16, 2026
General Disclaimer
This material has been prepared by Content Republic, Inc. (the "Company"). It is provided for information purposes only and should not be distributed, directly or indirectly, in any jurisdiction in which such distribution would be prohibited.
Not an Offer of Securities
This material is not to be construed as an offer to sell or a solicitation for an offer to buy any securities, which can only be made through an offering memorandum. Any investment in a private placement is highly speculative and involves a high degree of risk, including the potential loss of the entire investment.
Confidentiality
This material is confidential and is intended for use only by the recipient and its professional advisers. By accessing this website, you agree to keep information confidential, not to reproduce or redistribute it without the prior written consent of the Company.
No Warranty
Whilst this material is believed to be reliable, the Company makes no representation or warranty (express or implied) of any nature, nor accepts any responsibility or liability of any kind with respect to its accuracy or completeness. Any views or opinions expressed constitute the judgment of the Company as of the date indicated and are subject to change without notice.
Forward-Looking Statements
Certain statements on this website may constitute forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. The Company does not undertake to update any forward-looking statements.
Credits and Perks
Any referenced credits and perks are not contractual and are subject to substitution based on scheduling, availability, and other limiting factors.
Investment Risk
An investment in a private placement is highly speculative and involves a high degree of risk, including the potential loss of the entire investment. Prospective participants should make their own independent evaluation of any possible investment and should consult their own legal, tax, and financial advisors.
Accredited Investor Notice
Certain investment opportunities offered by the Company may be available only to "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Such securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not make any representation that any investment opportunity described herein is available to, or appropriate for, all persons.
Tokenized Securities Disclosure
In accordance with the joint statement issued by the U.S. Securities and Exchange Commission's Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets on January 28, 2026, the Company acknowledges that tokenized securities—regardless of the technology used to record ownership—remain subject to all applicable federal securities laws. The use of blockchain or distributed ledger technology to represent ownership interests does not alter the legal classification, regulatory obligations, or investor protections associated with such securities. Any tokenized interests offered by the Company will comply with applicable registration or exemption requirements under the Securities Act and the Securities Exchange Act of 1934.
European Union & EEA Notice
This website and its contents have not been reviewed or approved by any competent authority in any member state of the European Union (EU) or the European Economic Area (EEA). No prospectus has been prepared or approved under Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Any securities or investment opportunities described herein may not be offered to the public in any EU/EEA member state unless an exemption under the EU Prospectus Regulation is available. This material does not constitute investment advice within the meaning of Directive 2014/65/EU (MiFID II) and should not be relied upon for making investment decisions. Prospective investors in the EU/EEA should seek independent advice from appropriately authorized financial advisors.
United Kingdom Notice
This website and its contents have not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). This material is not being distributed to, and must not be passed on to, the general public in the United Kingdom. It is directed only at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"), (ii) are persons falling within Article 49(2)(a) to (d) of the FPO (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity may otherwise lawfully be communicated (all such persons being referred to as "Relevant Persons"). Any investment or investment activity to which this material relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This material does not constitute a recommendation or advice within the meaning of the UK Markets in Financial Instruments Directive (UK MiFID).
Markets in Crypto-Assets (MiCA) Compliance
To the extent that any digital assets or tokens issued or referenced by the Company fall within the scope of Regulation (EU) 2023/1114 on markets in crypto-assets ("MiCA"), the Company will comply with applicable disclosure, authorization, and conduct requirements. Prospective participants should be aware that crypto-assets may not be covered by investor compensation or deposit guarantee schemes. The value of crypto-assets can fluctuate significantly, and participants should be prepared to lose all or part of the amount invested.
IP Portfolio and Adjusted Gross Revenue
The Company's Class B Preferred Stock is designed to give holders a share of revenue generated by a defined "IP Portfolio" — the intellectual property assets acquired using proceeds from the Class B offering. Revenue is measured as "Adjusted Gross Revenue," a defined term that generally means licensing and direct commercialization revenue from the IP Portfolio, less certain direct, ongoing operating costs. The precise definitions, permitted deductions, and exclusions are set forth in the Company's Certificate of Designation and related offering documents, which govern in all respects.
Class B Revenue Interest Payout
Holders of Class B Preferred Stock are entitled, as a class, to a share of Adjusted Gross Revenue from the IP Portfolio, net of an allocable share of related taxes, distributed on a periodic basis and subject to applicable liquidation rights. Where permitted, distributions may be made through digital settlement methods such as smart contracts and stablecoins. The Company has also agreed to anti-circumvention protections intended to prevent avoidance of the participation right. All amounts, percentages, timing, tax allocations, and mechanics are governed exclusively by the Certificate of Designation and related offering documents. Nothing on this website constitutes a guarantee of any distribution or return.
Taxes
The Company's revenue-participation arrangements provide for an allocable share of taxes attributable to the IP Portfolio to be taken into account before amounts are distributed, with periodic true-ups. The specific calculation, allocation, carry-forward, and reconciliation mechanics are set forth in the Certificate of Designation and related offering documents, which govern.
No Guarantee of Returns
Past performance of films, intellectual property, entertainment assets, or any investments referenced on this website is not indicative of future results. The entertainment industry is inherently unpredictable, and there can be no assurance that any project will generate revenue or provide a return on investment. Any figures relating to Adjusted Gross Revenue, tax allocations, or distributions are estimates until finalized and may vary materially from period to period. All investments carry risk, including the total loss of capital.
Contact
For questions regarding this disclaimer, contact us at:
Content Republic, Inc.
Email: info@content-republic.com
Registered Agent (United States):
16192 Coastal Highway
Lewes, DE 19958
Head Office:
Sinserstrasse 67
6330 Cham, Switzerland