INVESTMENT MEMORANDUM

We believe that the experience of a fictional universe shouldn't end when a movie, series, or game is over.

Today, fans watch movies and series on one platform, discuss their favorite characters somewhere else, explore fictional universes on separate websites, and collect digital items through entirely different systems. This fragmentation makes it harder for audiences to stay connected with the worlds they love.

The company's founder, Elmar Ahmadov, envisioned bringing these experiences together. That's how the concept of Universes was born: dedicated spaces where each fictional universe can bring together interconnected movies, series, original soundtracks, lore, community, and interactive entertainment within a single ecosystem.

Users will be able to explore characters and locations, discuss theories, collect UniCards through themed Packs, and earn rewards for their activity through UniPass. The secondary Marketplace will allow users to sell unwanted cards for UniCoins and use them for purchases within the ecosystem.

New content, seasonal progression, and community activity are designed to give audiences reasons to return between major releases. Games, expanded creative features, and additional entertainment experiences are planned for later stages of the platform's development.

Our goal is to transform fictional universes from stories people simply watch into worlds they can become part of.

Univaens is designed to give audiences reasons to return beyond the next film or episode. Users can explore a Universe, participate in its Community, and progress through UniPass to earn seasonal rewards. Optional UniCards collecting and personal achievements create additional ways to engage, while Vault preserves their collections and history.

As new seasons, community activities, collections, and content become available, users have opportunities to return and continue their experience. This continuous engagement loop is a core product hypothesis that we intend to validate through real user retention data after launch.

Univaens addresses the classic chicken-and-egg challenge by starting with its own original IP rather than depending on established content partners to attract an audience.

Cyber Bite Vampires will serve as our first Universe, allowing us to launch the platform with intellectual property we fully control. This removes the need to secure external licensing agreements or build a large content catalog before introducing Univaens to its first users.

Our strategy begins with the entertainment itself. A planned free 12-minute CGI animated pilot, original characters, and publicly accessible lore will introduce audiences to Cyber Bite Vampires. From there, users will be able to explore its fictional world, participate in Community, progress through UniPass, earn achievements and rewards, and optionally collect UniCards.

These experiences are designed to encourage participation between content releases. Importantly, enjoying the entertainment will not require purchasing digital collectibles or participating in the Secondary Marketplace, allowing the initial experience to function without an established trading community.

We plan to attract our first audience through character-focused promotional content, trailers, community-building, and controlled marketing experiments. Rather than pursuing large-scale growth immediately, we'll focus on understanding how users discover the platform, engage with its features, and return over time.

This initial audience will also form the foundation of our future IP partnership strategy.

By building and operating our own Universe, we aim to demonstrate how Univaens can combine content distribution, community engagement, progression, and optional monetization within a single entertainment ecosystem.

As we gather real data on activation, retention, and payment conversion, independent IP owners will have a more concrete example to evaluate when considering whether to bring their own fictional worlds to Univaens.

We plan to begin conversations with potential partners during development, but our initial launch will not depend on securing those agreements.

Our approach is to start with one original Universe, validate the experience with real users, and build a foundation that other IP owners may eventually choose to join.

UniCards is a digital collectible card system designed to bring characters, locations, artifacts, and other elements of fictional universes together within the Univaens ecosystem.

Users will be able to expand their collections by opening Standard and Limited Packs. Cards are divided into six rarity levels: Common, Uncommon, Rare, Epic, Legendary, and Mythic. Standard Packs provide an ongoing collecting experience, while Limited Packs introduce themed collections available for specific periods.

A single opening (1 Pull) costs 160 UniShards, while a set of 10 openings (10-Pull Opening) costs 1,499 UniShards, allowing users to obtain 10 cards at a reduced total cost.

The system includes published drop probabilities, rarity guarantees, and the ability to select desired Legendary and Mythic cards in eligible Limited collections.

Each UniCard is issued as an individual digital instance (Mint) with a unique Instance ID, an immutable origin record, and an ownership history. The Edition ID identifies the specific edition of a card, while the Instance ID distinguishes individual copies within that edition. When a card is transferred or sold, its original provenance and ownership history are preserved.

Standard UniCards have no fixed final supply, whereas Limited UniCards are issued during a defined period. Limited cards may have individual serial numbers (Serial No.) to distinguish copies within an edition. Once an edition is officially closed, the total number of issued copies (Final Supply) is recorded, and no additional cards from that edition can be issued.

Together, UniCards combine collecting, distinct edition types, and the digital history of each individual card into a unified system designed to support multiple fictional universes across Univaens.

Genesis UniCards are special historical editions designed to recognize early supporters, significant milestones, achievements, and memorable events within the Univaens ecosystem.

Unlike the six standard rarity levels, Genesis represents a separate historical edition class. Each Genesis issuance will follow its own defined rules regarding eligibility, availability, and distribution.

Each UniPass season is dedicated to a specific Universe, beginning with Cyber Bite Vampires. Users earn experience points (XP) through eligible activities across the platform, such as watching content, exploring character lore, participating in community discussions, completing achievements, and joining seasonal events.

As users accumulate XP, they progress through 50 reward levels. Each level offers rewards based on their track. UniShards can be used for UniCard pulls, while Standard and Event Tickets grant access to eligible card pulls. Themed cosmetic rewards, including avatars, frames, banners, and badges, allow users to personalize their profiles with elements inspired by the featured Universe.

Premium members progress through the same levels while unlocking additional rewards alongside everything available on the Free Track.

Progression doesn't end at Level 50. Users can continue earning XP to improve their positions in seasonal and all-time rankings. Premium members can also earn additional UniShards for levels beyond 50. When a season ends, its results are preserved in the user's profile history, while the next season begins a new progression cycle.

As Univaens expands, future UniPass seasons may feature different Universes, introducing new themes, activities, and rewards.

Secondary Marketplace is Univaens' planned peer-to-peer trading system, allowing users to buy and sell existing UniCards from different fictional Universes. Unlike Standard and Limited Packs, which introduce new cards into the ecosystem, the Secondary Marketplace facilitates transactions between users without creating additional card instances.

Collectors will be able to browse available listings and search for specific cards, Editions, and eligible Limited collectibles. Each listing will provide information about the individual UniCard, its Edition, seller, price in UniCoins, applicable restrictions, and total purchase cost. The initial Marketplace will support fixed-price listings, allowing users to purchase available cards directly or use Quick Buy to find the lowest-priced eligible listing.

When selling an eligible UniCard, the owner sets its price in UniCoins. Once a purchase is confirmed and successfully completed, the buyer receives the existing card instance in their Vault, while the seller receives the proceeds minus the applicable Marketplace fee. The transaction updates the card's ownership history without changing its original identity, Edition, or provenance.

UniCoins earned from selling UniCards can be used across the Univaens ecosystem, including eligible purchases of films, series, Universe content, UniPass, digital cosmetics, and other UniCards. Users may also exchange UniCoins for UniShards to access eligible UniCard pulls. This connects the Secondary Marketplace with the platform's broader content, collecting, and progression systems.

The Marketplace operates within a closed digital economy, meaning UniCoins cannot be withdrawn as real-world currency or cryptocurrency. Trading opportunities depend on card eligibility, available listings, and user demand, with no guaranteed resale value or profit. Additional trading features, including price offers, buy requests, and auctions, are planned for potential future releases rather than the initial launch.

Univaens is designed around a closed digital economy that connects content, collecting, progression, and user-to-user trading within a shared ecosystem. Rather than operating as separate systems, UniCoins, UniShards, and Pack Tickets serve different purposes while supporting interconnected activities across the platform.

UniCoins act as the primary spending balance within Univaens. For example, users who sell eligible UniCards through the Secondary Marketplace receive UniCoins after the applicable transaction fee. These UniCoins can then be used for other eligible purchases, such as films, series, UniPass, and digital cosmetics, or exchanged for UniShards to obtain additional UniCards through Pack openings.

UniShards and Pack Tickets provide two ways to participate in the UniCards collecting system. UniShards are spent on eligible card openings, while Standard and Event Tickets grant access to corresponding pulls without an additional UniShard payment. Both resources can be earned through supported UniPass rewards, events, and other approved activities.

The economy is designed exclusively for use within Univaens. UniCoins and UniShards are not cryptocurrencies and cannot be withdrawn or exchanged for real-world money. Digital collectibles are intended for entertainment and collecting, without guaranteed resale value, profits, or financial returns.

Before enabling paid features, Univaens plans to complete the necessary security, payment, legal, and compliance reviews. These will include applicable age and territorial restrictions, transparent reward probabilities, fraud prevention measures, and safeguards for the platform's internal economy.

Community Hub is the social layer of Univaens, designed to bring fans together within their favorite fictional universes. Each Universe will have its own dedicated community space where users can discuss stories, share opinions, explore fan theories, and connect with others who share their interests.

Every Universe Community is designed around several core features, including Hub, Announcements, Discussions, and Reviews. Users will be able to participate in conversations about characters, storylines, lore, and upcoming content, while official announcements will provide updates on new releases, events, and other developments within each Universe.

Discussions and Reviews will allow users to exchange ideas, respond to other community members, rate supported content, and share their experiences. Eligible community activities may also contribute to UniPass progression, connecting social participation with the platform's seasonal rewards system.

Univaens aims to extend audience engagement beyond the content itself. By combining social interaction, official updates, and seasonal progression, Community is designed to give fans additional reasons to return to their favorite Living Worlds between releases.

The initial Community experience will include user profiles, Friends, moderated text chat, discussions, and reviews. More advanced capabilities, including expanded fan-generated content, community groups, and shared viewing experiences, are planned for future development.

Vault is the personal space within Univaens where users can manage their acquired content, digital collectibles, and saved products. It brings together four main sections: My Universes, Wishlist, Inventory, and Workshop, providing a centralized place to organize their experience across different fictional universes.

My Universes allows users to access their acquired Universe bundles and individual media projects, including films, series, and supported games. The Wishlist helps users keep track of content, UniCards, Packs, and digital cosmetics they are interested in, while Inventory displays their owned UniCards and supported cosmetic items.

Vault also supports collection tracking, allowing users to follow their progress toward completing collections, review their ownership history, and preserve previously earned achievements. Each UniCard maintains its individual identity and history, even when ownership changes through the Secondary Marketplace.

Within Vault, Workshop introduces three collectible-focused mechanics: Exhibitions, Collection Projects, and Recycling.

Exhibitions allow users to create thematic displays using UniCards they already own. Completing an Exhibition may unlock personal achievements or additional presentation options without consuming the displayed cards.

Collection Projects provide another use for eligible duplicate UniCards. By contributing specified cards according to published requirements, users can unlock predefined cosmetic rewards inspired by their favorite Universes. Contributed cards are permanently consumed, while the system requires users to retain at least one copy of each applicable card edition.

Recycling allows users to convert eligible duplicate UniCards into a fixed amount of UniShards, which can then be used for additional card openings. Recycling permanently consumes the selected duplicate but cannot remove the user's last remaining copy of the same edition.

Together, Vault and Workshop are designed to give users greater control over their collections while introducing additional activities, personalization opportunities, and ways to engage with the UniCards ecosystem beyond simply acquiring new cards.

Cyber Bite Vampires is a universe risen from the ashes of an ancient catastrophe. Once, a deadly plague turned humanity into vampires, condemning them to centuries of survival among mutations and fear of the sun.

But the arrival of the New Dracula split the very matter of reality. His appearance changed the laws of space and time, ignited an eternal moon in the sky, and replaced murderous daylight with a neon glow.

Now the once-forgotten city became the metropolis OctoCity, where harsh existence was replaced by comfort, the curse became routine, and darkness became a source of infinite energy.

Aurora and Evolis are presented in their preliminary concept designs. Their character designs will undergo further refinement during production, including adjustments to certain visual elements, outfits, and character presentation, while preserving their core aesthetics and personalities.

2Sinners Adventures is an animated spin-off set in the Cyber Bite Vampires universe. The series follows Dorothy and Evolis, two childhood best friends who now attend university in OctoCity and constantly find themselves caught up in absurd, outrageous, and downright bizarre situations. Their lives are a real circus where common sense stops working. Each episode unfolds over a different day, filled with madness, humor, and chaos.

Set after Squid's arrival, the series introduces audiences to OctoCity through the eyes of Dorothy and Evolis. Through their everyday lives and unpredictable adventures, viewers discover the city's unusual inhabitants, atmosphere, and the strange realities of this world.

During the Pre-Seed stage, we plan to release a 12-minute CGI animated pilot, introducing audiences to the series.

Subject to successful pilot validation and securing future funding, including a potential Series A round, we plan to produce and release the first season, consisting of 8 episodes of approximately 20 minutes each, with potential additional bonus episodes lasting up to 40 minutes.

Univaens combines the development of its own original IP with a shared entertainment platform designed for independent rights holders. Cyber Bite Vampires will serve as our first Universe, allowing us to validate the platform model using an IP we fully control before expanding to external partners.

We plan to begin outreach and negotiations with independent IP rights holders during Months 1–12. Each participating IP will have its own dedicated Universe within Univaens, supported by our infrastructure for content distribution, lore, Community, UniPass, UniCards, Vault, and Marketplace functionality, subject to the rights and features agreed with each partner.

Under our proposed partnership model, rights holders retain ownership of their intellectual property. Licensing rights, territories, revenue-sharing arrangements, and commercial responsibilities will be negotiated individually. Our target model does not require an upfront onboarding fee, although certain agreements may involve licensing payments or minimum guarantees from Univaens.

During our 18-month Pre-Seed plan, we aim to onboard at least one external IP, subject to platform readiness and acceptable commercial and licensing terms. Our strategy is to introduce paid content subscriptions alongside the first external IP integration, provided the necessary subscription rights and commercial arrangements are secured.

External partnerships and paid content subscriptions are not requirements for the initial public launch of Univaens. The timing and commercial viability of the partnership model remain subject to validation.

Univaens plans to generate revenue through optional paid experiences across its entertainment ecosystem. Planned revenue streams include Premium UniPass, purchases of films, series, and Universe bundles, future paid content subscriptions, UniCards and themed Packs, digital cosmetics, and transaction fees from the Secondary Marketplace.

Premium UniPass is planned at $9.99 per five-week season, while digital cosmetics are expected to range from $1.99 to $14.99. The Secondary Marketplace is designed around a proposed 5% seller commission on completed transactions. Pricing for individual films, series, and content bundles will depend on applicable distribution rights and commercial agreements.

Univaens plans to introduce its tiered monthly content subscription alongside the integration of its first external IP partner. The subscription will provide access to eligible licensed films, series, and other included entertainment content, with the catalog expanding as additional independent IP partners join. Activation will depend on securing the necessary subscription rights, completing technical integration, and establishing appropriate commercial arrangements. The initial public launch with Cyber Bite Vampires will not depend on external partnerships or paid content subscriptions.

Our monetization strategy focuses on converting user engagement into optional purchases and recurring payments. We will track real-money transactions, internal currency movements, and Marketplace activity separately to avoid double counting.

All pricing and monetization assumptions remain subject to validation. During the Pre-Seed stage, we will evaluate payment conversion, repeat purchases, and revenue performance using real user data before pursuing broader commercial expansion.

Univaens plans to introduce its tiered monthly content subscription alongside the launch of its first external IP partner on the platform.

Our strategy is to begin negotiations with independent IP rights holders during Months 1–12, while developing the production platform. Each participating IP will have its own dedicated Universe, integrating content distribution, lore, Community, UniPass, UniCards, digital collectibles, and Marketplace functionality, subject to the rights and features agreed with each partner.

The subscription will provide access to eligible licensed films, series, animation, and other included entertainment content from participating IPs. The initial catalog may launch with content from a single external IP partner and gradually expand as additional independent rights holders join Univaens.

The proposed subscription tiers will combine content access with additional engagement benefits, including daily UniShard rewards and Premium UniPass, depending on the selected plan.

Games are also part of Univaens' long-term development strategy. Following validation of the core platform and subject to future funding, we plan to introduce game distribution through a dedicated Windows/macOS launcher. Games will not be included in any content subscription tier and will be available through separate purchases under their respective commercial terms.

The initial public launch of Univaens will feature our original IP, Cyber Bite Vampires, and will not depend on external IP partnerships or paid content subscriptions.

Subscription activation will depend on securing the necessary licensing rights, completing the integration of the first external IP, and establishing appropriate commercial arrangements. Neither the timing of the first external partnership nor the subscription launch is guaranteed.

Subscription pricing, included content, benefits, and revenue-sharing terms will be finalized before activation. Annual subscription options may be considered in the future.

Univaens plans to begin user acquisition through Cyber Bite Vampires, our first original IP, using its characters, visual identity, and upcoming CGI pilot to introduce audiences to the platform.

The free CGI pilot and publicly available lore will be accessible without registration, allowing audiences to discover their first Living World before creating an account. Registration will provide access to personalized features, Community participation, UniPass, Vault, and optional purchases.

Our initial strategy focuses on testing short-form content, character-driven promotional materials, and behind-the-scenes content from the pilot's production. By comparing audience responses across different formats and distribution channels, we aim to identify which approaches generate meaningful interest before committing to larger marketing campaigns.

During the closed beta, we plan to invite early users to explore the platform and evaluate their journey from initial discovery to active participation. Following the public launch, we will measure how viewers engage with their first Living World and whether they return after watching the pilot.

Our acquisition strategy will be evaluated through measurable indicators, including reach, content views, activation, D7/D30 retention, payment conversion, and repeat purchases.

Approximately $38,000 is allocated over 18 months for initial user acquisition experiments. This budget is intended to validate marketing channels rather than fund large-scale advertising campaigns.

At this stage, customer acquisition costs, conversion rates, and channel effectiveness remain unproven. We plan to use real user data to refine our approach and expand acquisition efforts only when results justify further investment.

Univaens plans to enter the entertainment market through a focused initial audience rather than attempting to reach every entertainment consumer at once. Our first target segment consists of English-speaking users aged 16+ who are interested in independent narrative IPs, stylized animation, distinctive characters, and fictional worlds.

While Cyber Bite Vampires provides the starting point, our addressable audience is not limited to its genre or artistic style. As additional independent IPs join the platform, Univaens aims to reach audiences across different entertainment genres, creative styles, and fictional universes.

We will define our realistically addressable market based on launch territories, available content rights, and acquisition channels that demonstrate measurable effectiveness. Market potential will be refined using actual user activation, payment conversion, and revenue data rather than relying on broad industry estimates.

Streaming, gaming, community platforms, and digital collectibles represent overlapping entertainment markets. We do not treat their combined market sizes as a direct estimate of Univaens' opportunity.

Established entertainment platforms serve different aspects of the audience experience. Netflix and Disney+ focus primarily on films and series, Steam provides game distribution, Roblox and Unreal Editor for Fortnite support interactive and creator-driven experiences, while Discord and Fandom offer spaces for communities, discussions, and fictional world exploration.

Univaens takes a different approach by positioning itself as a persistent entertainment destination built around individual intellectual properties. Rather than directly competing with each specialized service, our goal is to connect entertainment experiences within a unified environment where audiences can remain engaged with their favorite fictional worlds between major content releases.

Our potential competitive advantage lies in the integration of these experiences and the ability to support multiple independent IPs through shared infrastructure, rather than any single feature. Whether this approach leads to stronger retention, repeat payments, and cross-universe engagement remains a hypothesis that we intend to validate through real user behavior and future IP launches.

Univaens has established its initial product and creative foundation without raising external capital. The company's founder independently developed a functional platform prototype demonstrating key user journeys, navigation, and core product interactions.

The project is supported by detailed technical and product documentation, including the Product Design Document, an approved UniCards specification, and an 18-month financial and development plan.

Our first original IP, Cyber Bite Vampires, has an established creative direction, original characters, and a growing collection of visual assets. The founder personally conceived the universe, its characters, and its artistic direction, while also creating the 3D models and renders featured in our presentations. Original character illustrations and additional artwork were commissioned from a talented independent artist known as Tranqlean, working from the founder's concepts and creative direction.

Two founding engineers, both full-stack developers, are actively building the production version of the Univaens platform. They bring professional experience across frontend and backend development, cloud infrastructure, and enterprise software engineering.

Univaens remains at the Pre-Seed stage, with its production platform yet to launch publicly. User retention, payment conversion, and product-market fit have not been validated. The work completed so far provides a foundation for production development and the first real-world tests of our business model.

Following successful funding, Univaens plans to expand its engineering team in phases, adding a Senior Frontend / Full-Stack Engineer from Month 4 and a Backend / Reliability Engineer from Month 7.

Our development budget also provides for dedicated product and UI/UX design, CGI pilot production, and additional support for partnerships, legal matters, finance, and operations.

Our $3.5 million Pre-Seed round is designed to support 18 months of development, launch, and initial market validation. The first 12 months will focus on building and launching the production platform, followed by six months of operations, user research, and business model validation.

Our primary objective during the Pre-Seed stage is to establish measurable evidence of how the Living Worlds model performs with real users. Rather than relying on projected user numbers or revenue forecasts, we will evaluate six key indicators: user activation, D7/D30 retention, conversion to payment, repeat purchases, cross-IP engagement, and the operational economics of launching additional Living Worlds.

During the controlled beta, we will begin evaluating whether users complete meaningful actions within the platform and return after their initial experience. Following the public launch, we will analyze retention by user cohort and acquisition source, measure conversion into first-time paying customers, and track subsequent real-money payments. Marketplace transactions and the use of previously purchased UniCoins will be measured separately to distinguish platform activity from new monetary inflows.

Cross-IP engagement will be evaluated once a second Universe launches, allowing us to assess whether existing users explore and participate in additional fictional universes. We will also measure the time, cost, and operational resources required to onboard an external IP, subject to successful partnership agreements.

Success criteria and measurement definitions will be established before beta testing begins. If results fall below expectations, we intend to refine the product, engagement mechanics, and acquisition channels before committing resources to broader expansion.

Univaens is pursuing a $3.5 million funding objective to advance the development of our entertainment platform and bring our first original Universe, Cyber Bite Vampires, to life.

Rather than depending on a single source of capital, we're building a funding strategy that combines community support with a separate investment opportunity for accredited investors.

01 — BUILDING COMMUNITY MOMENTUM

Through Univaens.com, people will be able to support our development starting at $10, receiving exclusive rewards and recognition based on their chosen Supporter Pack.

We plan to introduce Univaens to a broader audience through targeted advertising, community engagement, and ongoing development updates. As support grows, we aim to expand our outreach while carefully managing our available resources.

02 — ENGAGING ACCREDITED INVESTORS

Alongside community support, we will continue connecting with potential investors who share our long-term vision for interactive entertainment.

Our investment offering is structured separately through a proposed post-money SAFE, with participation limited to verified accredited investors.

We intend to provide investors with transparent information about our progress, development roadmap, business model, and financial objectives.

03 — TURNING FUNDING INTO PROGRESS

We don't intend to wait until the entire funding objective is reached before making progress.

As funds become available, we plan to allocate resources toward our engineering team, platform development, Cyber Bite Vampires production, and carefully managed audience acquisition.

Our goal is to build progressively, validate our assumptions, and move Univaens closer to its first public release.

The $3.5 million figure represents our overall funding objective, not capital already secured. Community purchases and SAFE investments are separate transactions with different rights and obligations. Development timelines and funding allocations will depend on actual funds received and available after applicable costs and commitments.