CONFIDENTIAL DRAFT - SUBJECT TO CHANGE WITHOUT NOTICE
Date: February ___, 2026 Offering of up to $190,000,000 in Convertible Notes and Preferred Equity Securities
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NOTICE TO INVESTORS
THIS PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”) IS FURNISHED ON A CONFIDENTIAL BASIS SOLELY FOR THE USE OF THE RECIPIENT AND THEIR AUTHORIZED REPRESENTATIVES TO EVALUATE THE PURCHASE OF EQUITY INTERESTS (THE “SECURITIES”) IN ATHL TREASURY CORP (THE “COMPANY”). ANY REPRODUCTION, DISTRIBUTION, OR DISCLOSURE OF THIS MEMORANDUM, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS STRICTLY PROHIBITED.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED PURSUANT TO EXEMPTIONS FROM REGISTRATION UNDER SECTION 4(A)(2) OF THE SECURITIES ACT AND RULE 506 OF REGULATION D PROMULGATED THEREUNDER. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
THIS OFFERING IS MADE SOLELY TO “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT. EACH INVESTOR MUST REPRESENT IN WRITING THAT THEY MEET THE ACCREDITED INVESTOR CRITERIA AND PROVIDE SUFFICIENT DOCUMENTATION TO SUPPORT SUCH STATUS.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN TO PERMIT AN OFFERING OF THESE SECURITIES IN ANY JURISDICTION WHERE ACTION WOULD BE REQUIRED FOR THAT PURPOSE.
THE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND ARE SUITABLE ONLY FOR INVESTORS WHO CAN BEAR THE ECONOMIC RISK OF LOSS OF THEIR ENTIRE INVESTMENT AND HAVE NO NEED FOR LIQUIDITY. SEE “RISK FACTORS” BEGINNING ON PAGE 12.
PROSPECTIVE INVESTORS ARE URGED TO CONDUCT THEIR OWN DUE DILIGENCE AND CONSULT WITH THEIR LEGAL, TAX, AND FINANCIAL ADVISORS BEFORE MAKING AN INVESTMENT DECISION. NEITHER THE COMPANY NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN, EXCEPT AS EXPRESSLY SET FORTH.
TABLE OF CONTENTS
ATHL Treasury Corp (the “Company”), a hybrid treasury company to be launched [__________], 2026 is positioned to revolutionize the sports industry through the acquisition of diversified major league U.S. sports teams. The Company plans to build an equity-backed treasury ultimately in excess of $1.0 billion, enhanced by up to 25% of capital allocated to the secular trends driving the next phase of sports growth including sports prediction markets, tokenization, data, and select digital assets including cryptocurrencies.
The Company is led by a significant team with expertise in sports, technology, finance, and crypto, including Paul Misir (ATHL Founder, and formerly Founder & Managing Partner of private equity secondaries fund Morning Street Partners), Chris Kelly (NBA Sacramento Kings Co-Owner, and formerly Facebook’s first General Counsel and Head of Global Public Policy), and Michael Spanos II (NFL ownership family, and formerly NFL League front office).
Principals further include industry leaders from government and policy, and well-proven executives from various publicly listed, professional sports team, and unicorn-technology companies.
The net proceeds from this offering will fund the development, marketing, and general working capital for ATHL Treasury Corp. The Company aims to pursue a reverse merger or direct listing, to achieve public listing and trading under the symbol “ATHL” on Nasdaq or the NYSE.
Investment in the Securities involves significant risks, including the lack of liquidity, no operating history, platform development challenges, token price volatility, regulatory uncertainty, and acquisition risks (see “Risk Factors”). This offering is limited to accredited investors who can bear the risk of loss and have no need for liquidity. Prospective investors should review the entire Memorandum and consult with advisors before investing.