This is a draft of the Form C to be filed with the SEC.

Use this page to see annotations from Wefunder or to make changes and updates. If you are working with a lawyer, you can invite them to edit this document below.

Form C

Andres Fleischer
Enrico Tessarolo
Stefano Angeli
BE ADVISED

This filing will not be reviewed by Wefunder.
The information below will be submitted to the SEC on your behalf.

Cover Page

Name of issuer:

Fan to Owner Futbol 1, a series of Fan to Owner, LLC
  • Form:
    Limited Liability Company
  • Jurisdiction of Incorporation/Organization:
    DE
  • Date of organization:
    11/2/2023

Physical address of issuer:

3875 Bohannon Drive
Unit 2064
 Menlo Park CA 94026

Website of issuer:

http://www.f2osports.com

Name of intermediary through which the offering will be conducted:

Wefunder Portal LLC

CIK number of intermediary:

0001670254

SEC file number of intermediary:

007-00033

CRD number, if applicable, of intermediary:

283503

Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering:

7.5% of the offering amount upon a successful fundraise, and be entitled to reimbursement for out-of-pocket third party expenses it pays or incurs on behalf of the Issuer in connection with the offering.

Any other direct or indirect interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest:

No

Type of security offered:

  • Common Stock
  • Preferred Stock
  • Debt
  • Other

If Other, describe the security offered:

Class CF-1 and CF-2 Series Unit Fan to Owner Futbol 1 Units

Target number of securities to be offered:

100,000

Price:

$7.500000

Method for determining price:

Dividing pre-money valuation $45,000,000.00 (or $30,000,000.00 for investors in the first $2,000,000.00) by number of units outstanding on fully diluted basis.

Target offering amount:

$500,000.00

Oversubscriptions accepted:

  • Yes
  • No

If yes, disclose how oversubscriptions will be allocated:

  • Pro-rata basis
  • First-come, first-served basis
  • Other

If other, describe how oversubscriptions will be allocated:

As determined by the issuer

Maximum offering amount (if different from target offering amount):

$5,000,000.00

Deadline to reach the target offering amount:

4/30/2025 1
NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

1 Deadline will be adjusted to be 365 days from when filed with SEC.

Current number of employees:

0
Most recent fiscal year-end: Prior fiscal year-end:
Total Assets: $0.00 $0.00
Cash & Cash Equivalents: $0.00 $0.00
Accounts Receivable: $0.00 $0.00
Current Liabilities: $0.00 $0.00
Non-Current Liabilities: $0.00 $0.00
Revenues/Sales: $0.00 $0.00
Cost of Goods Sold: $0.00 $0.00
Taxes Paid: $0.00 $0.00
Net Income: $0.00 $0.00

Select the jurisdictions in which the issuer intends to offer the securities:

AL, AK, AZ, AR, CA, CO, CT, DE, DC, FL, GA, HI, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI, MN, MS, MO, MT, NE, NV, NH, NJ, NM, NY, NC, ND, OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VT, VA, WA, WV, WI, WY, B5, GU, PR, VI, 1V

Describe the progress of the offering:

Offering Statement

Respond to each question in each paragraph of this part. Set forth each question and any notes, but not any instructions thereto, in their entirety. If disclosure in response to any question is responsive to one or more other questions, it is not necessary to repeat the disclosure. If a question or series of questions is inapplicable or the response is available elsewhere in the Form, either state that it is inapplicable, include a cross-reference to the responsive disclosure, or omit the question or series of questions.

Be very careful and precise in answering all questions. Give full and complete answers so that they are not misleading under the circumstances involved. Do not discuss any future performance or other anticipated event unless you have a reasonable basis to believe that it will actually occur within the foreseeable future. If any answer requiring significant information is materially inaccurate, incomplete or misleading, the Company, its management and principal shareholders may be liable to investors based on that information.

The Company

1. Name of issuer:

Fan to Owner Futbol 1, a series of Fan to Owner, LLC

company eligibility

2. Check this box to certify that all of the following statements are true for the issuer.

  • Organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.
  • Not subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
  • Not an investment company registered or required to be registered under the Investment Company Act of 1940.
  • Not ineligible to rely on this exemption under Section 4(a)(6) of the Securities Act as a result of a disqualification specified in Rule 503(a) of Regulation Crowdfunding.
  • Has filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by Regulation Crowdfunding during the two years immediately preceding the filing of this offering statement (or for such shorter period that the issuer was required to file such reports).
  • Not a development stage company that (a) has no specific business plan or (b) has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies.
INSTRUCTION TO QUESTION 2: If any of these statements are not true, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.

3. Has the issuer or any of its predecessors previously failed to comply with the ongoing reporting requirements of Rule 202 of Regulation Crowdfunding?

Yes No

Directors of the Company

4. Provide the following information about each director (and any persons occupying a similar status or performing a similar function) of the issuer.


Director		 Principal Occupation Main
Employer		 Year Joined as Director
f2o Sports Corporation (20% owned by Wolfgang Muller, Stefano Angeli, Andres Fleischer, Enrico Tessarolo, and Michael Wright each) NA NA 2023
For three years of business experience, refer to Appendix D: Director & Officer Work History.

Officers of the Company

5. Provide the following information about each officer (and any persons occupying a similar status or performing a similar function) of the issuer.

Officer Positions Held Year Joined
f2o Sports Corporation (20% owned by Wolfgang Muller, Stefano Angeli, Andres Fleischer, Enrico Tessarolo, and Michael Wright each) Managing Member 2023
For three years of business experience, refer to Appendix D: Director & Officer Work History.
INSTRUCTION TO QUESTION 5: For purposes of this Question 5, the term officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person that routinely performing similar functions.

Principal Security Holders

6. Provide the name and ownership level of each person, as of the most recent practicable date, who is the beneficial owner of 20 percent or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power.

Name of Holder No. and Class
of Securities Now Held		 % of Voting Power Prior to Offering
f2o Sports Corporation (20% owned by Wolfgang Muller, Stefano Angeli, Andres Fleischer, Enrico Tessarolo, and Michael Wright each) 6000000.0 Class A Units 100.0

INSTRUCTION TO QUESTION 6: The above information must be provided as of a date that is no more than 120 days prior to the date of filing of this offering statement.

To calculate total voting power, include all securities for which the person directly or indirectly has or shares the voting power, which includes the power to vote or to direct the voting of such securities. If the person has the right to acquire voting power of such securities within 60 days, including through the exercise of any option, warrant or right, the conversion of a security, or other arrangement, or if securities are held by a member of the family, through corporations or partnerships, or otherwise in a manner that would allow a person to direct or control the voting of the securities (or share in such direction or control — as, for example, a co-trustee) they should be included as being "beneficially owned." You should include an explanation of these circumstances in a footnote to the "Number of and Class of Securities Now Held." To calculate outstanding voting equity securities, assume all outstanding options are exercised and all outstanding convertible securities converted.

Business and Anticipated Business Plan

7. Describe in detail the business of the issuer and the anticipated business plan of the issuer.

For a description of our business and our business plan, please refer to the attached Appendix A, Business Description & Plan

INSTRUCTION TO QUESTION 7: Wefunder will provide your company's Wefunder profile as an appendix (Appendix A) to the Form C in PDF format. The submission will include all Q&A items and "read more" links in an un-collapsed format. All videos will be transcribed.

This means that any information provided in your Wefunder profile will be provided to the SEC in response to this question. As a result, your company will be potentially liable for misstatements and omissions in your profile under the Securities Act of 1933, which requires you to provide material information related to your business and anticipated business plan. Please review your Wefunder profile carefully to ensure it provides all material information, is not false or misleading, and does not omit any information that would cause the information included to be false or misleading.

RISK FACTORS

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.

In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.

These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

8. Discuss the material factors that make an investment in the issuer speculative or risky:

  • An investment in an offering constitutes only an investment in a particular series and not in Fan to Owner, LLC or the underlying assets.
  • We are a brand-new company with no operating history, which may make it difficult for investors to evaluate our business model and to assess our future viability.
  • The offering amount may exceed the value of the underlying assets and if the underlying assets are sold before they appreciate or generate income, then investors will not receive the amount of their initial investment back.
  • Operating Expenses that are incurred after each closing will dilute investor interest in potential distributions, if any, and the potential return on investment resulting from the appreciation of the underlying assets, if any.
  • The Company plans to spend substantial amounts to produce content, build infrastructure and market the team as well as look for new opportunities in sports team ownership as well as ways to distribute or stream games for additional viewership and fans globally. If, for any number of reasons, we are unable to continue to develop and monetize this distribution platform successfully, these additional costs could have a material adverse effect on our operating results.
  • The success of any series depends in large part upon our Managing Member and its ability to execute our business plan.
  • Our failure to continue to build and maintain our brand could adversely affect our operating results.
  • A decline in the popularity of club soccer, including as a result of changes in the social and political climate, could adversely affect our business.
  • We face uncertainties associated with international markets, which could adversely affect our operating results and impair our business strategy.
  • The team overall will be adversely affected if we cannot satisfy the standards established by testing and athletic governing bodies.
  • The seasonality of our sales may have an adverse effect on our operations.There is no market for our securities at this time, though we plan to have a secondary market, it is possible that one will never develop.
  • We have no intention to pay cash dividends on our securities for the foreseeable future.


    If we are unable to liquidate an underlying asset at a time when we desire to do so or at all, investors may not receive any return on their investment and may lose their entire investment. Further, we may have to hold on to underlying assets for a long period of time, which may not be suitable for some investors.
  • The Company may undertake additional equity or debt financing that may dilute the units in this offering.
  • An investment in the units is speculative and there can be no assurance of any return on any such investment.
  • The units are offered on a “best efforts” basis and the Company may not raise the maximum amount being offered.
  • If the maximum offering is not raised, it may increase the amount of long-term debt or the amount of additional equity it needs to raise.
  • Because the Company does not have an audit or compensation committee, members will have to rely on our Managing Member to perform these functions.
  • The Company has made assumptions in its projections and in forward-looking statements that may not be accurate.
  • The Company has significant discretion over the net proceeds of this offering.
    You will not have a vote or influence on the management of the Company.
  • You should be aware of the long-term nature of this investment.
    You will not have a vote or influence on the management of the Company.
  • There can be no assurances that any public market will ever develop for the securities.
    Investors in this offering may not be entitled to a jury trial with respect to claims arising under our subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the operating agreement or subscription agreement.
  • Our subscription agreement has a forum selection provision, regardless of convenience or cost to investors.
    If our series limited liability company structure is not respected, then investors may have to share in any assets and liabilities of the entire series llc with all investors and not just those who are members of the same series as them.
    Possible changes in federal/local tax laws or the application of existing federal/local tax laws may result in significant variability in our results of operations and tax liability for the investor.
    Using a credit card to purchase Units may impact the return on your investment as well as subject you to other risks inherent in this form of payment. 
    The company is reliant on and controlled by the Managing Member, which is controlled by Wolfgang Muller, Andres Fleischer, Enrico Tessarolo, Stefano Angeli, and Michael Wright (the “Founders”). The Managing Members and the Founders will have ultimate control and decision-making power over the Company and which soccer club the Company will acquire.
    The company has not yet purchased a soccer club and though it is in advanced discussions to purchase one, it is possible that the negotiations fall through, take longer than intended, or that necessary approvals, including by applicable regulatory agencies, become unattainable.
    Each series of our company is expected to invest only in the related underlying assets; therefore, your investment will not be diversified.

  • Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.

  • f2o Sports Corporation (20% owned by Wolfgang Muller, Stefano Angeli, Andres Fleischer, Enrico Tessarolo each) is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.

INSTRUCTION TO QUESTION 8: Avoid generalized statements and include only those factors that are unique to the issuer. Discussion should be tailored to the issuer's business and the offering and should not repeat the factors addressed in the legends set forth above. No specific number of risk factors is required to be identified.

The Offering

Use of Funds

9. What is the purpose of this offering?

The Company intends to use the net proceeds of this offering for working capital and general corporate purposes, which includes the specific items listed in Item 10 below. While the Company expects to use the net proceeds from the Offering in the manner described below, it cannot specify with certainty the particular uses of the net proceeds that it will receive from this Offering. Accordingly, the Company will have broad discretion in using these proceeds.

10. How does the issuer intend to use the proceeds of this offering?

If we raise: $500,000
Use of Proceeds:
60% Marketing
7.5% Wefunder Fees
12.5% Tech Developments
10% Legal Expenses
10% Employee Compensation
If we raise: $5,000,000
Use of Proceeds:
50% Marketing
7.5% Wefunder Fees
17% Tech Developments
4.5% Legal Expenses
11% Employee Compensation
10% Club Acquisition Down Payment

INSTRUCTION TO QUESTION 10: An issuer must provide a reasonably detailed description of any intended use of proceeds, such that investors are provided with an adequate amount of information to understand how the offering proceeds will be used. If an issuer has identified a range of possible uses, the issuer should identify and describe each probable use and the factors the issuer may consider in allocating proceeds among the potential uses. If the issuer will accept proceeds in excess of the target offering amount, the issuer must describe the purpose, method for allocating oversubscriptions, and intended use of the excess proceeds with similar specificity. Please include all potential uses of the proceeds of the offering, including any that may apply only in the case of oversubscriptions. If you do not do so, you may later be required to amend your Form C. Wefunder is not responsible for any failure by you to describe a potential use of offering proceeds.

Delivery & Cancellations

11. How will the issuer complete the transaction and deliver securities to the investors?

If we reach our target offering amount prior to the deadline, we may conduct an initial closing of the offering early if we provide notice about the new offering deadline at least five business days prior to the new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment). Wefunder will notify investors if we conduct an initial closing. Thereafter, we may conduct additional closings from time to time at our and Wefunder’s discretion until the deadline date.

The following describes the process to invest in the Company, including how the Company will complete an Investor’s transaction and deliver securities to the investor.

  1. Investor Commitment. The Investor will submit, through Wefunder Portal, a requested investment amount. When doing so, the Investor will also execute an investment contract with the Company (“Investment Agreement”), using the Investor’s electronic signature.
  2. Acceptance of the Investment. If the Investor Agreement is complete, the Investor's commitment will typically be recorded within a few minutes. The commitment will also be available on the Investor’s “My Investments” screen on the wefunder.com website. After the offering closes, the contract will be counter-signed by the Company. The executed investment contract will then be sent to the investor via email, and is also available to download on the "My Investments" screen.
  3. Investor Transfer of Funds. Upon receiving confirmation that an investment has been accepted, the Investor will be responsible for transferring funds from a source that is accepted by Wefunder Portal into an escrow account held with a third party bank on behalf of issuers offering securities through Wefunder Portal.
  4. Progress of the Offering. The Investor will receive periodic email updates on the progress of the offering, including total amounts raised at any given time, and will be notified by email and through the “My Investments” screen when the target offering amount is met.
  5. Closing: Original Deadline. Unless we meet the target offering amount early, Investor funds will be transferred from the escrow account to the Company on the deadline date identified in the Cover Page to this Form C and the Company’s Wefunder Portal Profile.
  6. Early Closings. If the target offering amount is met prior to the original deadline date, we may close the offering earlier, but no less than 21 days after the date on which information about the Company, including this Form C, is posted on our Wefunder Portal Profile. We will reschedule the offering deadline, and at least five days prior to the new deadline, investors will receive notice of it by email and through the “My Investments” screen. At the time of the new deadline, your funds will be transferred to the Company from the escrow account, provided that the target offering amount is still met after any cancellations.
  7. Book Entry. Investments may be in book entry form. This means that the Investor may not receive a certificate representing his or her investment. Each investment will be recorded in our books and records and will be recorded in each Investors’ “My Investments” screen. The Investor will also be emailed the Investment Agreement again. The Investment Agreement will also be available on the “My Investments” screen. At the option of the Company, you may receive an electronic certificate.

12. How can an investor cancel an investment commitment?

NOTE: Investors may cancel an investment commitment until 48 hours prior to the deadline identified in these offering materials.

The intermediary will notify investors when the target offering amount has been met. If the issuer reaches the target offering amount prior to the deadline identified in the offering materials, it may close the offering early if it provides notice about the new offering deadline at least five business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment).

If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for his or her investment.

If an investor does not reconfirm his or her investment commitment after a material change is made to the offering, the investor's investment commitment will be cancelled and the committed funds will be returned.

An Investor’s right to cancel. An Investor may cancel his or her investment commitment at any time until 48 hours prior to the offering deadline.

If there is a material change to the terms of the offering or the information provided to the Investor about the offering and/or the Company, the Investor will be provided notice of the change and must re-confirm his or her investment commitment within five business days of receipt of the notice. If the Investor does not reconfirm, he or she will receive notifications disclosing that the commitment was cancelled, the reason for the cancellation, and the refund amount that the investor is required to receive. If a material change occurs within five business days of the maximum number of days the offering is to remain open, the offering will be extended to allow for a period of five business days for the investor to reconfirm.

If the Investor cancels his or her investment commitment during the period when cancellation is permissible, or does not reconfirm a commitment in the case of a material change to the investment, or the offering does not close, all of the Investor’s funds will be returned within five business days.

Within five business days of cancellation of an offering by the Company, the Company will give each investor notification of the cancellation, disclose the reason for the cancellation, identify the refund amount the Investor will receive, and refund the Investor’s funds.


The Company’s right to cancel. The Investment Agreement you will execute with us provides the Company the right to cancel for any reason before the offering deadline.

If the sum of the investment commitments from all investors does not equal or exceed the target offering amount at the time of the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

Ownership and Capital Structure

The Offering

13. Describe the terms of the securities being offered.

Priced Round: $45,000,000.00 pre-money valuation

See exact security attached as Appendix B, Investor Contracts

Fan to Owner Futbol 1, a series of Fan to Owner, LLC is offering up to 800,000 units, at a price per unit of $7.50.

Investors in the first $2,000,000.00 of the offering will receive units at a price per share of $5.00, and a pre-money valuation of $30,000,000.00.

The campaign maximum is $5,000,000 and the campaign minimum is $500,000.00.

14. Do the securities offered have voting rights?

  • Yes
  • No

15. Are there any limitations on any voting or other rights identified above?

  • Yes: No Voting Rights
  • No:

16. How may the terms of the securities being offered be modified?

The Subscription Agreement, together with the Operating Agreement, the Separate Series Agreement, and the Form C, constitutes the entire agreement between the Purchaser, the Series, and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof.  The terms and provisions of the Subscription Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.
Pursuant to authorization in the Investor Agreement between each Investor and Wefunder Portal,
Wefunder Portal is authorized to take the following actions with respect to the investment contract between the Company and an investor:
  1. Wefunder Portal may amend the terms of an investment contract, provided that the amended terms are more favorable to the investor than the original terms; and
  2. Wefunder Portal may reduce the amount of an investor’s investment if the reason for the reduction is that the Company’s offering is oversubscribed.

Restrictions on Transfer of the Securities Being Offered:

The securities being offered may not be transferred by any purchaser of such securities during the one year period beginning when the securities were issued, unless such securities are transferred:

  1. to the issuer;
  2. to an accredited investor;
  3. as part of an offering registered with the U.S. Securities and Exchange Commission; or
  4. to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.

NOTE: The term "accredited investor" means any person who comes within any of the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably believes comes within any of such categories, at the time of the sale of the securities to that person.

The term "member of the family of the purchaser or the equivalent" includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and includes adoptive relationships. The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Description of Issuer's Securities

17. What other securities or classes of securities of the issuer are outstanding? Describe the material terms of any other outstanding securities or classes of securities of the issuer.

Class of Security Securities
(or Amount)
Authorized		 Securities
(or Amount)
Outstanding		 Voting
Rights
error
error
error
Class of Security Securities Reserved for
Issuance upon Exercise or Conversion
Warrants:
Options:
Other Rights:

An error occurred. Please make a copy of your changes, reload the page and try again.
Or contact support@wefunder.com

Describe any other rights:

CF Units are subject to a mandatory one-year holding period as required by the SEC. There is no liquidation preference between the classes of units at this time, but the Company may issue more senior securities in the future. The Managing Member has the right to take those actions it elects to take with respect to the Company without a vote of the members.

18. How may the rights of the securities being offered be materially limited, diluted or qualified by the rights of any other class of security identified above?

Because the Investor holds no voting rights, except in specific situations, the Managing Member could limit the Investor’s rights in a material way. For example, the Managing Member could change the terms of the agreements governing the Company’s operations or cause the Company to engage in additional offerings (including potentially a public offering or sale). These changes could result in further limitations on the voting rights the Investor will have as an owner of equity in the Company, for example by diluting those rights or limiting them to certain types of events or consents.
To the extent applicable, in cases where the rights of holders of convertible debt, SAFES, or other outstanding options or warrants are exercised, or if new awards are granted under our equity compensation plans, an Investor’s interests in the Company may be diluted. This means that the pro-rata portion of the Company represented by the Investor’s securities will decrease, which could also diminish the Investor’s voting and/or economic rights. In addition, as discussed above, if the Managing Member causes the Company to issue additional equity, an Investor’s interest will typically also be diluted.
Based on the risk that an Investor’s rights could be limited, diluted or otherwise qualified, the Investor could lose all or part of his or her investment in the securities in this offering, and may never see positive returns.
Additional risks related to the rights of other security holders are discussed below, in Question 20.

19. Are there any differences not reflected above between the securities being offered and each other class of security of the issuer?

No.

20. How could the exercise of rights held by the principal shareholders identified in Question 6 above affect the purchasers of the securities being offered?

The Managing Member may make decisions with which the Investor disagrees, or that negatively affect the value of the Investor's securities in the Company, and the Investor will have no recourse to change these decisions. The Investor's interests may conflict with those of other investors, and there is no guarantee that the Company will develop in a way that is optimal for or advantageous to the Investor.

For example, the Managing Member may change the terms of the Operating Agreement for the company or change the terms of securities issued by the Company. The Managing Member may make changes that affect the tax treatment of the Company in ways that are unfavorable to you. They may also choose to engage in new offerings and/or to register certain of the Company's securities in a way that negatively affects the value of the securities the Investor owns. Other holders of securities of the Company may also have access to more information than the Investor. In cases where the rights of holders of convertible debt, SAFES, or other outstanding options or warrants are exercised, or if new awards are granted under our equity compensation plans, an Investor's interests in the Company may be diluted. This means that the pro-rata portion of the Company represented by the Investor's securities will decrease, which could also diminish the Investor's voting and/or economic rights. In addition, as discussed above, if the Managing Member causes the Company to issue additional units, an Investor's interest will typically also be diluted.

Based on the risks described above, the Investor could lose all or part of his or her investment in the securities in this offering and may never see positive returns.

21. How are the securities being offered being valued? Include examples of methods for how such securities may be valued by the issuer in the future, including during subsequent corporate actions.

The offering price for the securities offered pursuant to this Form C has been determined arbitrarily by the Company, and does not necessarily bear any relationship to the Company's book value, assets, earnings or other generally accepted valuation criteria. In determining the offering price, the Company did not employ investment banking firms or other outside organizations to make an independent appraisal or evaluation. Accordingly, the offering price should not be considered to be indicative of the actual value of the securities offered hereby.

In the future, we will perform valuations of our common unit that take into account factors such as the following:

  1. unrelated third party valuations of our common unit;
  2. the price at which we sell other securities, such as convertible debt or preferred Unit, in light of the rights, preferences and privileges of our those securities relative to those of our common unit;
  3. our results of operations, financial position and capital resources;
  4. current business conditions and projections;
  5. the lack of marketability of our common unit;
  6. the hiring of key personnel and the experience of our management;
  7. the introduction of new products;
  8. the risk inherent in the development and expansion of our products;
  9. our stage of development and material risks related to our business;
  10. the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business;
  11. industry trends and competitive environment;
  12. trends in consumer spending, including consumer confidence;
  13. overall economic indicators, including gross domestic product, employment, inflation and interest rates; and
  14. the general economic outlook.

We will analyze factors such as those described above using a combination of financial and market-based methodologies to determine our business enterprise value. For example, we may use methodologies that assume that businesses operating in the same industry will share similar characteristics and that the Company's value will correlate to those characteristics, and/or methodologies that compare transactions in similar securities issued by us that were conducted in the market.

22. What are the risks to purchasers of the securities relating to minority ownership in the issuer?

An Investor in the Company will likely hold a minority position in the Company, and will be limited as to its ability to control or influence the governance and operations of the Company.

The marketability and value of the Investor’s interest in the Company will depend upon many factors outside the control of the Investor. The Company will be managed by its Managing Member and be governed in accordance with the strategic direction and decision-making of its management, and the Investor will have no independent right to name or remove an officer or member of the management of the Company.

Following the Investor’s investment in the Company, the Company may sell interests to additional investors, which will dilute the percentage interest of the Investor in the Company. The Investor may have the opportunity to increase its investment in the Company in such a transaction, but such opportunity cannot be assured.

The amount of additional financing needed by the Company, if any, will depend upon the maturity and objectives of the Company. The declining of an opportunity or the inability of the Investor to make a follow-on investment, or the lack of an opportunity to make such a follow-on investment, may result in substantial dilution of the Investor’s interest in the Company.

23. What are the risks to purchasers associated with corporate actions, including additional issuances of securities, issuer repurchases of securities, a sale of the issuer or of assets of the issuer or transactions with related parties?

Additional issuances of securities. Following the Investor’s investment in the Company, the Company may sell interests to additional investors, which will dilute the percentage interest of the Investor in the Company. The Investor may have the opportunity to increase its investment in the Company in such a transaction, but such opportunity cannot be assured. The amount of additional financing needed by the Company, if any, will depend upon the maturity and objectives of the Company. The declining of an opportunity or the inability of the Investor to make a follow-on investment, or the lack of an opportunity to make such a follow-on investment, may result in substantial dilution of the Investor’s interest in the Company.

Issuer repurchases of securities. The Company may have authority to repurchase its securities from unitholders, which may serve to decrease any liquidity in the market for such securities, decrease the percentage interests held by other similarly situated investors to the Investor, and create pressure on the Investor to sell its securities to the Company concurrently.

A sale of the issuer or of assets of the issuer. The Investor will have limited or no ability to influence a potential sale of the Company or a substantial portion of its assets. Thus, the Investor will rely upon the Managing Member of the Company to manage the Company so as to maximize value for unitholders. Accordingly, the success of the Investor’s investment in the Company will depend in large part upon the skill and expertise of the Managing Member of the Company. If the Managing Member of the Company authorizes a sale of all or a part of the Company, or a disposition of a substantial portion of the Company’s assets, there can be no guarantee that the value received by the Investor, together with the fair market estimate of the value remaining in the Company, will be equal to or exceed the value of the Investor’s initial investment in the Company.

Transactions with related parties. The Investor should be aware that there will be occasions when the Company may encounter potential conflicts of interest in its operations. On any issue involving conflicts of interest, the Managing Member of the Company will be guided by their good faith judgement as to the Company’s best interests. The Company may engage in transactions with affiliates, subsidiaries or other related parties, which may be on terms which are not arm’s-length but will be in all cases consistent with the duties of the management of the Company to its unitholders. By acquiring an interest in the Company, the Investor will be deemed to have acknowledged the existence of any such actual or potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest.

24. Describe the material terms of any indebtedness of the issuer:


None.

INSTRUCTION TO QUESTION 24: name the creditor, amount owed, interest rate, maturity date, and any other material terms.

25. What other exempt offerings has the issuer conducted within the past three years?

Offering Date Exemption Security Type Amount Sold Use of Proceeds
11/2024 Regulation Crowdfunding Priced Round $38,470 General operations

26. Was or is the issuer or any entities controlled by or under common control with the issuer a party to any transaction since the beginning of the issuer's last fiscal year, or any currently proposed transaction, where the amount involved exceeds five percent of the aggregate amount of capital raised by the issuer in reliance on Section 4(a)(6) of the Securities Act during the preceding 12- month period, including the amount the issuer seeks to raise in the current offering, in which any of the following persons had or is to have a direct or indirect material interest:

  1. any director or officer of the issuer;
  2. any person who is, as of the most recent practicable date, the beneficial owner of 20 percent or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power;
  3. if the issuer was incorporated or organized within the past three years, any promoter of the issuer;
  4. or any immediate family member of any of the foregoing persons.
  • Yes
  • No

For each transaction specify the person, relationship to issuer, nature of interest in transaction, and amount of interest.


INSTRUCTIONS TO QUESTION 26: The term transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

Beneficial ownership for purposes of paragraph (2) shall be determined as of a date that is no more than 120 days prior to the date of filing of this offering statement and using the same calculation described in Question 6 of this Question and Answer format.

The term "member of the family" includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person, and includes adoptive relationships. The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Compute the amount of a related party's interest in any transaction without regard to the amount of the profit or loss involved in the transaction. Where it is not practicable to state the approximate amount of the interest, disclose the approximate amount involved in the transaction.

FINANCIAL CONDITION OF THE ISSUER

27. Does the issuer have an operating history?

  • Yes
  • No

28. Describe the financial condition of the issuer, including, to the extent material, liquidity, capital resources and historical results of operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Fan to Owner Futbol 1, a series of Fan to Owner LLC's business model is to acquire a team in the third division of the Spanish futbol league and develop the team with the aim to promote it up to the first division. Fan to Owner LLC will invest in the club facilities and build a digital platform to create a global (both digital and physical) entertainment experience to engage mainstream fans, making them owners of the team they support (investing though regulated crowdfunding mechanisms) and subscribers of monthly memberships to get exclusive access to content.Fan to Owner LLC is the “master series” and is the company that is formed in Delaware as a series LLC. Fan to Owner Futbol 1 is a series of Fan to Owner, LLC which is effectively a designation of separation of the assets and liabilities of the specific series of Dan to Owner LLC, they are technically the same entity. There’s no cash flow or anything else between the “entities” because Fan to Owner Futbol 1 is a separate series of the master. The agreements in place are the Limited Liability Company Operating Agreement and the Separate Series Agreement..  The Managing Member of Futbol 1 is also the Managing Member of Fan to Owner LLC, but it does not have to be, all executive teams and such are at that level. The managing member intends to create additional series within Fan to Owner LLC.

Milestones

Fan to Owner Futbol 1, a series of Fan to Owner LLC was incorporated in the State of Delaware in November 2023.

Since then, we have:

- Worked with f2o Sports Corporation to develop the go-to-market and marketing strategy.
- Continued conversations with the teams already visited in Spain.
- Continued discussions with the future Digital Platform development vendor.

The Company is subject to risks and uncertainties common to early-stage companies. Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future.

Historical Results of Operations

Our company was organized in November 2023 and has limited operations upon which prospective investors may base an evaluation of its performance.
  • Revenues & Gross Margin. For the period ended December 31, 2023, the Company had revenues of $0.
  • Assets. As of December 31, 2023, the Company had total assets of $0, including $0 in cash.
  • Net Income. The Company has had net income of $0 for 2023.
  • Liabilities. The Company's liabilities totaled $0 for 2023.
Liquidity & Capital Resources

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 4 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 3 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Fan to Owner Futbol 1, a series of Fan to Owner LLC cash in hand is $0, as of November 2023. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month, for an average burn rate of $0 per month. Our intent is to be profitable in 22 months. 
As it is a company in inception stage, no material changes or trends in our financials or operations occurred since the date that our financials cover. In the sixth month we expect our revenues to be $0, given the first period until we acquire the club will be dedicated to investments, and our expenses to be $583,000. The company is in inception stage today, so it has no activities yet. Operations will start once we are able to use capital from the crowdfunding round. 

With the proceeds of the raise we'll invest in the marketing strategy that will help us raise more capital in the future and capture subscribers to our platform and management team, and the development of our fans' digital platform. We plan to be profitable in 22 months once we start seeing the payback of all these investments. The capital required to get to that point is estimated in $15 million and will come from crowd-based capital raises (the current one and others that we plan to launch in the near future). We plan to raise all the capital needed to reach the profitability point through crowd-based capital raises. At the same time there's always the alternative to try to raise capital from Venture Capital firms and Angel Investors willing to invest in this kind of projects. 

All projections in the above narrative are forward-looking and not guaranteed.

INSTRUCTIONS TO QUESTION 28: The discussion must cover each year for which financial statements are provided. For issuers with no prior operating history, the discussion should focus on financial milestones and operational, liquidity and other challenges. For issuers with an operating history, the discussion should focus on whether historical results and cash flows are representative of what investors should expect in the future. Take into account the proceeds of the offering and any other known or pending sources of capital. Discuss how the proceeds from the offering will affect liquidity, whether receiving these funds and any other additional funds is necessary to the viability of the business, and how quickly the issuer anticipates using its available cash. Describe the other available sources of capital to the business, such as lines of credit or required contributions by shareholders. References to the issuer in this Question 28 and these instructions refer to the issuer and its predecessors, if any.

FINANCIAL INFORMATION

29. Include financial statements covering the two most recently completed fiscal years or the period(s) since inception, if shorter:

Refer to Appendix C, Financial Statements

I, f2o Sports Corporation (20% owned by Wolfgang Muller, Stefano Angeli, Andres Fleischer, Enrico Tessarolo, and Michael Wright each), certify that:

  • (1) the financial statements of Fan to Owner Futbol 1, a series of Fan to Owner, LLC included in this Form are true and complete in all material respects ; and
  • (2) the financial information of Fan to Owner Futbol 1, a series of Fan to Owner, LLC included in this Form reflects accurately the information reported on the tax return for Fan to Owner Futbol 1, a series of Fan to Owner, LLC filed for the most recently completed fiscal year.

f2o Sports Corporation (20% owned by Wolfgang Muller, Stefano Angeli, Andres Fleischer, Enrico Tessarolo, and Michael Wright each)
NA

STAKEHOLDER ELIGIBILITY

30. With respect to the issuer, any predecessor of the issuer, any affiliated issuer, any director, officer, general partner or managing member of the issuer, any beneficial owner of 20 percent or more of the issuer's outstanding voting equity securities, any promoter connected with the issuer in any capacity at the time of such sale, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities, or any general partner, director, officer or managing member of any such solicitor, prior to May 16, 2016:

(1) Has any such person been convicted, within 10 years (or five years, in the case of issuers, their predecessors and affiliated issuers) before the filing of this offering statement, of any felony or misdemeanor:

  1. in connection with the purchase or sale of any security?
    Yes No
  2. involving the making of any false filing with the Commission?
    Yes No
  3. arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities?
    Yes No

(2) Is any such person subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before the filing of the information required by Section 4A(b) of the Securities Act that, at the time of filing of this offering statement, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:

  1. in connection with the purchase or sale of any security?
    Yes No
  2. involving the making of any false filing with the Commission?
    Yes No
  3. arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities?
    Yes No

(3) Is any such person subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:

  1. at the time of the filing of this offering statement bars the person from:
    1. association with an entity regulated by such commission, authority, agency or officer?
      Yes No
    2. engaging in the business of securities, insurance or banking?
      Yes No
    3. engaging in savings association or credit union activities?
      Yes No
  2. constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct and for which the order was entered within the 10-year period ending on the date of the filing of this offering statement?
    Yes No

(4) Is any such person subject to an order of the Commission entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act of 1940 that, at the time of the filing of this offering statement:

  1. suspends or revokes such person's registration as a broker, dealer, municipal securities dealer, investment adviser or funding portal?
    Yes No
  2. places limitations on the activities, functions or operations of such person?
    Yes No
  3. bars such person from being associated with any entity or from participating in the offering of any penny stock?
    Yes No

(5) Is any such person subject to any order of the Commission entered within five years before the filing of this offering statement that, at the time of the filing of this offering statement, orders the person to cease and desist from committing or causing a violation or future violation of:

  1. any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Investment Advisers Act of 1940 or any other rule or regulation thereunder?
    Yes No
  2. Section 5 of the Securities Act?
    Yes No

(6) Is any such person suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?

Yes No

(7) Has any such person filed (as a registrant or issuer), or was any such person or was any such person named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within five years before the filing of this offering statement, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is any such person, at the time of such filing, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued?

Yes No

(8) Is any such person subject to a United States Postal Service false representation order entered within five years before the filing of the information required by Section 4A(b) of the Securities Act, or is any such person, at the time of filing of this offering statement, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?

Yes No

If you would have answered "Yes" to any of these questions had the conviction, order, judgment, decree, suspension, expulsion or bar occurred or been issued after May 16, 2016, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.

INSTRUCTIONS TO QUESTION 30: Final order means a written directive or declaratory statement issued by a federal or state agency, described in Rule 503(a)(3) of Regulation Crowdfunding, under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.

No matters are required to be disclosed with respect to events relating to any affiliated issuer that occurred before the affiliation arose if the affiliated entity is not (i) in control of the issuer or (ii) under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.

OTHER MATERIAL INFORMATION

31. In addition to the information expressly required to be included in this Form, include:

  • (1) any other material information presented to investors; and
  • (2) such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.

All information presented to investors hosted on Wefunder.com is available in Appendix A: Business Description & Plan.

INSTRUCTIONS TO QUESTION 30: If information is presented to investors in a format, media or other means not able to be reflected in text or portable document format, the issuer should include:
(a) a description of the material content of such information;
(b) a description of the format in which such disclosure is presented; and
(c) in the case of disclosure in video, audio or other dynamic media or format, a transcript or description of such disclosure.

ONGOING REPORTING

32. The issuer will file a report electronically with the Securities & Exchange Commission annually and post the report on its website, no later than:

120 days after the end of each fiscal year covered by the report.
https://f2osports.com//invest

The issuer must continue to comply with the ongoing reporting requirements until:

  1. the issuer is required to file reports under Exchange Act Sections 13(a) or 15(d);
  2. the issuer has filed at least one annual report and has fewer than 300 holders of record;
  3. the issuer has filed at least three annual reports and has total assets that do not exceed $10 million;
  4. the issuer or another party purchases or repurchases all of the securities issued pursuant to Section 4(a)(6), including any payment in full of debt securities or any complete redemption of redeemable securities; or the issuer liquidates or dissolves in accordance with state law.

APPENDICES