3Sixty6 Media

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Confidential — Private Securities Offering

For Qualified Investors Only

3Sixty6 Media

3Sixty6 Media

Tokenized Equity Rolling Raise

Tokenized Equity Rolling Raise

Regulation D (Accredited) & Regulation Crowdfunding (Reg CF)

Confidential — Private Securities Offering For Qualified Investors Only

1. Company Overview

3Sixty6 Media is a digital media and marketing technology company offering tokenized equity through a hybrid capital model that combines:

  • Transferable ERC-1155 Equity Certificates (1 certificate = 1,000 shares)
  • ERC-20 Equity Shares (post-lock-up conversion)
  • Regulation D for accredited investors (6-month lock-up)
  • Regulation Crowdfunding (Reg CF) for retail investors (12-month lock-up)

This offering leverages Polygon blockchain for efficiency, lazy minting for cost savings, and Republic's compliance infrastructure for regulatory adherence.

2. Key Financial Terms

Term Details
Pre-Money Valuation $16,000,000
Price Per Share $0.01
NFT Certificate Structure 1 ERC-1155 Certificate = 1,000 shares = $10.00
Total Offering Allocation 160,000,000 shares (10% of authorized supply) = 160,000 Certificates
Funding Goal $1,600,000

3. Rolling Raise Structure

Continuous Offering

Certificates are available until the allocation is fully subscribed.

Lazy Minting

Certificates are minted only upon purchase, reducing upfront costs.

Fair Market Value (FMV)

May be updated periodically; early investors retain their pricing.

Regulatory Tiers

  • Regulation D (Accredited Investors): Minimum $1,000 investment.
  • Regulation Crowdfunding (Retail Investors): Minimum $10 investment.

4. Tokenized Equity Model

ERC-1155 Transferable Equity Certificates

  • Each certificate represents 1,000 shares of 3Sixty6 Media common stock.
  • Transfer-restricted during the lock-up period.

Metadata includes:

  • Fair Market Value (FMV) at issuance.
  • Lock-up expiration date.
  • Compliance flags.
  • Subscription Agreement hash (for auditability).

ERC-20 Equity Shares (Post-Unlock)

Unlocked only when the investor burns the ERC-1155 certificate after the lock-up period expires.

ERC-20 shares are:

  • Fully fungible but remain restricted securities.
  • Transferable only between whitelisted wallets.
  • Subject to the Corporate Transfer Fee (5–20%).

5. Lock-Up Period Rules

Regulation Investor Type Lock-Up Period Minimum Investment
Regulation D Accredited Investors 6 months $1,000
Regulation CF Retail Investors 12 months $10

During Lock-Up:

  • No transfers of ERC-1155 Certificates.
  • No conversion to ERC-20 shares.
  • No subdivisions or secondary sales.

6. Post-Lock-Up Options

After the lock-up period expires, investors may choose to:

  • Hold the ERC-1155 Certificate: Retain the certificate as a transferable asset.
  • Burn Certificate → Unlock ERC-20 Shares: Convert to 1,000 ERC-20 equity shares.
  • Transfer: Sell or gift the certificate or ERC-20 shares to a whitelisted wallet, subject to:
  • Corporate Transfer Fee (5–20%).
  • Company approval.

7. Corporate Transfer Fee

Applies to: All post-lock-up transfers of ERC-1155 Certificates or ERC-20 Shares.
Fee Range: 5–20% of the transfer value.
Purpose: Ensures compliance, cap table synchronization, and corporate treasury growth.
Payment: Required before transfer approval; directed to the 3Sixty6 Media Treasury Wallet.

8. Compliance Requirements

All investors must comply with:

  • KYC/AML verification.
  • Wallet whitelisting.
  • Subscription Agreement execution.
  • Regulatory qualification (Reg D or Reg CF).
  • Ongoing compliance updates (if requested by the Company).

9. Use of Proceeds

Allocation Percentage Focus Area
Platform Development 40% Cloudflare-based solutions, AI automation
Sales & Marketing 30% National PPC scale, partner ecosystem
Team Expansion 20% Engineering, sales, customer support
Legal & Compliance 10% SEC filings, smart contract audits

10. Risk Summary

Investors should carefully consider the following risks:

  • Early-Stage Volatility: 3Sixty6 Media is a growth-stage company with inherent market risks.
  • Limited Liquidity: No public market exists for these securities.
  • Technology Risks: Reliance on blockchain and smart contracts.
  • Regulatory Risks: Potential changes in securities laws.
  • Smart Contract Risks: Bugs or vulnerabilities in the tokenized equity architecture.
  • Competitive Pressures: Rapid evolution in the digital media and marketing space.

Full risk disclosures are available upon request.

Ready to Invest?

Review the Subscription Agreement for detailed instructions on how to complete your investment, including KYC/AML procedures and payment options.

View Subscription Agreement & Instructions