Filed
Pursuant to Rule 253(g)(3)
File
No. 024-11447
SUPPLEMENT
NO. 1 DATED JUNE 24, 2021
to
the Offering Circular dated June 11, 2021
CLUBHOUSE
MEDIA GROUP, INC.
3651
Lindell Road, D517
Las
Vegas, Nevada, 89103
(702)
479-3016
$1,000,000
Minimum Offering Amount (250,000 Shares of Common Stock)
$30,000,000
Maximum Offering Amount (7,500,000 Shares of Common Stock)
EXPLANATORY
NOTE
This Offering Circular Supplement No. 1 (“Supplement”)
contains information which amends, supplements, or modifies certain information contained in the Offering Circular of Clubhouse Media
Group, Inc. (the “Company”) qualified by the Securities and Exchange Commission on June 11, 2021 (the “Offering
Circular”), relating to the Company’s public offering under Regulation A of Section 3(b) of the Securities Act of 1933,
as amended, for Tier 2 offerings, pursuant to which the Company is offering a minimum of 250,000 shares of common stock and a maximum
of 7,500,000 shares of common stock, par value of $0.001 per share, on a “best efforts” basis, at a public offering price
of $4.00 per share. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in
the Offering Circular. This Supplement should be read in conjunction with the Offering Circular, and is qualified by reference to
the Offering Circular except to the extent that the information contained herein supplements or supersedes the information contained
in the Offering Circular, and may not be delivered without the Offering Circular.
The
purpose of this Supplement is to disclose:
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An
update to delete references to Just a House, a former content creation house, and to delete
references to the Just A House lease throughout the Offering Circular;
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An
update to the number of social media followers throughout the Offering Circular.
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An
update to the number content creation houses;
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An
update to disclosures regarding TheTinderBlog to reflect entry into a management agreement
on June 10, 2021; and
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An
update to the recent developments disclosure regarding the Company’s new Clubhouse
Creator Affiliate Program.
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Item
3. Summary and Risk Factors
This
Supplement deletes the references to Just A House, a former content creation house, from the section “Item 3. Summary and
Risk Factors—Summary—Principal Products and Services—The Clubhouses” of the Offering Circular and updates
certain disclosures regarding the number of social media followers by replacing the disclosure under “Summary—Principal
Products and Services—The Clubhouses” of the Offering Circular with the following:
The
Clubhouses
Through
WOHG, we are the sole owner of “The Clubhouse,” which is an integrated social media influencer incubator with a physical
and digital footprint in Southern California and Europe. The Clubhouse is a collection of content creation houses located in scenic mansions
in Southern California (3 locations), Las Vegas, Nevada (1 location) and Europe (1 location) that houses who we believe to be some of
the most prominent and widely followed social media influencers, together carrying a currently estimated follower base of approximately
313.2 million social media followers as of June 22, 2021 across all Clubhouse influencers. The foregoing consists of approximately
204.0 million followers on TikTok, 48.7 million followers on Instagram, 55.8 million followers on YouTube, 2.7 million
followers on Snapchat and 2.0 million followers on Twitter. The influencers who live in our Clubhouses, as well as the number of their
social media followers, can fluctuate significantly at any given time, and we cannot predict the increase or decline of the number of
influencers who live in our Clubhouses or the number of followers for our Clubhouse influencers at any given time in the future.
This
Supplement updates certain disclosures regarding the number of social media followers by replacing the disclosure under “Item
3. Summary and Risk Factors—Summary—Principal Products and Services—The Clubhouses—‘The Clubhouse”
Online Presences and Plans for Expansion of the Physical Clubhouses” of the Offering Circular with the following:
“The
Clubhouse” Online Presence and Plans for Expansion of the Physical Clubhouses
While
“The Clubhouse” network consists of physical locations (as described above), there are numerous “Clubhouse”
accounts owned by The Clubhouse, with a combined following of over 5.7 million followers as of June 22, 2021 across Instagram,
Snapchat, YouTube, and TikTok. These accounts are directly held by us (as opposed to the Clubhouse team of influencers) and therefore
we have direct access to the followers of these accounts, which we consider to be our followers.
This
Supplement updates certain disclosures regarding the number of social media influencers that the Company represents through Doiyen
LLC and the number of combined social media followers by replacing the disclosure under “Item 3. Summary and Risk Factors—Summary—Principal
Products and Services—Talent Management Services” of the Offering Circular with the following:
Talent
Management Services
Doiyen
LLC, our indirectly wholly owned subsidiary, is a talent management company for social media influencers and generates revenues
based on the earnings of its influencer-clients (or “Creators”) by receiving a percentage of the earnings of its Creators.
Certain influencers who live in our various Clubhouses enter into an Exclusive Management Agreement (the “Management Agreement(s)”).
Through Doiyen, we seek to represent some of the world’s top talent in the world of social media. We plan to hire experienced
talent and management agents as well as build our support and administrative resources seeking to expand operations. Our influencers
include entertainers, content creators, and style icons.
Through
Doiyen, we currently represent approximately 26 social media influencers, with a combined number of followers on Instagram, TikTok,
and YouTube of over 60.8 million. We are dedicated to helping Doiyen’s influencer-clients build their brands, maintain creative
control of their destinies, and diversify and grow their businesses through “The Clubhouse,” providing them opportunities
to increase their monetization potential and amplify their reach.
We
also may enter into non-exclusive management agreements with certain Creators, however this is extremely rare, as we prefer to
only enter into exclusive management agreements.
This
Supplement updates certain disclosures regarding the number of social media followers by replacing the disclosure under “Item
3. Summary and Risk Factors—Risk Factors—Our business is subject to fluctuations that are not predictable, which subjects
our business to increase risks” of the Offering Circular with the following:
Our
business is subject to fluctuations that are not predictable, which subjects our business to increase risks.
Our
business is subject to fluctuations with respect to both our influencers and the number of followers on social media we are able
to access through our influencers and our own social media channels. The influencers who live in our Clubhouses, in general, do
not stay for long periods of time. Influencers are not required by contract to live in our Clubhouses, and therefore may leave
at any point. While we will still generate income from our influencers with which we have entered into Management Agreements regardless
of whether such influencers live in our Clubhouses or not, either party may terminate the Management Agreement upon 30 days’
notice without cause. As such, our roster of Clubhouse influencers can change rapidly and significantly, which also affects the
number of social media followers we can access, which we believe is a material factor in our ability to generate revenues. For
example, at least one of our Clubhouse influencers has over 5.4 million followers as of the date of this Offering Circular. If
this influencer were to leave our Clubhouse, we would immediately lose access to those followers through our Creator Occupancy
Agreement. While we always seek to fill openings in our Clubhouses quickly, there is no guarantee we will be able to do so, or
to fill such openings with influencers with an equal number of followers that the previous occupant-influencer had. Further, followers
on social media in general often fluctuate significantly due to external factors that are not predictable. The unexpected loss
of one or more of our influencers and/or a reduction in the number of ours or our influencers’ followers could have a negative
impact on our business.
Item
7. Description of Business
This
Supplement deletes the references to Just A House, a former content creation house, from the section “Item 7. Description
of Business—Principal Products and Services—The Clubhouses” of the Offering Circular and updates certain disclosures
regarding the number of social media followers by replacing the disclosure under “Item 7. Description of Business—Principal
Products and Services—The Clubhouses” of the Offering Circular with the following:
The
Clubhouses
Through
WOHG, we are the sole owner of “The Clubhouse,” which is an integrated social media influencer incubator with a physical
and digital footprint in Southern California and Europe. The Clubhouse is a collection of content creation houses located in scenic mansions
in Southern California (3 locations), Las Vegas, Nevada (1 location) and Europe (1 location) that houses who we believe to be some of
the most prominent and widely followed social media influencers, together carrying a currently estimated follower base of approximately
313.2 million social media followers as of June 22, 2021 across all Clubhouse influencers. The foregoing consists of approximately
204.0 million followers on TikTok, 48.7 million followers on Instagram, 55.8 million followers on YouTube, 2.7 million
followers on Snapchat and 2.0 million followers on Twitter. The influencers who live in our Clubhouses, as well as the number of their
social media followers, can fluctuate significantly at any given time, and we cannot predict the increase or decline of the number of
influencers who live in our Clubhouses or the number of followers for our Clubhouse influencers at any given time in the future.
This
Supplement updates certain disclosures regarding the number of social media followers by replacing the disclosure under “Item
7. Description of Business—Principal Products and Services—The Clubhouses—‘The Clubhouse’ Online
Presences and Plans for Expansion of the Physical Clubhouses” of the Offering Circular with the following:
“The
Clubhouse” Online Presence and Plans for Expansion of the Physical Clubhouses
While
“The Clubhouse” network consists of physical locations (as described above), there are numerous “Clubhouse”
accounts owned by The Clubhouse, with a combined following of over 5.7 million followers as of June 22, 2021 across Instagram,
Snapchat, YouTube, and TikTok. These accounts are directly held by us (as opposed to the Clubhouse team of influencers) and therefore
we have direct access to the followers of these accounts, which we consider to be our followers.
This
Supplement updates certain disclosures regarding the number of social media influencers that the Company represents through Doiyen
LLC and the number of combined social media followers by replacing the disclosure under “Item 7. Description of Business—Principal
Products and Services—Talent Management Services” of the Offering Circular with the following:
Talent
Management Services
Doiyen
LLC, our indirectly wholly owned subsidiary, is a talent management company for social media influencers and generates revenues
based on the earnings of its influencer-clients (or “Creators”) by receiving a percentage of the earnings of its Creators.
Certain influencers who live in our various Clubhouses enter into an Exclusive Management Agreement (the “Management Agreement(s)”).
Through Doiyen, we seek to represent some of the world’s top talent in the world of social media. We plan to hire experienced
talent and management agents as well as build our support and administrative resources seeking to expand operations. Our influencers
include entertainers, content creators, and style icons.
Through
Doiyen, we currently represent approximately 26 social media influencers, with a combined number of followers on Instagram, TikTok,
and YouTube of over 60.8 million. We are dedicated to helping Doiyen’s influencer-clients build their brands, maintain creative
control of their destinies, and diversify and grow their businesses through “The Clubhouse,” providing them opportunities
to increase their monetization potential and amplify their reach.
We
also may enter into non-exclusive management agreements with certain Creators, however this is extremely rare, as we prefer to
only enter into exclusive management agreements.
This
Supplement deletes references to the Just A House lease, from the section “Item 7. Description of Business—Recent
Developments” of the Offering Circular, updates certain disclosures regarding TheTinderBlog by replacing the disclosure
under “Item 7. Description of Business—Recent Developments—Letter of Intent—TheTinderBlog” of the
Offering Circular with the following:
Management
Agreement—TheTinderBlog
Effective
June 10, 2021, the Company entered into an exclusive management agreement pursuant to which it will manage, invest in and help
grown “TheTinderBlog” (Instagram.com/thetinderblog), a large and highly successful Instagram meme account.
TheTinderBlog is an official partner of Facebook. TheTinderBlog boasts over 4.2 million followers acquired over its six-year existence,
as well as a seven-figure annual net income built on nearly one billion web impressions per month. TheTinderBlog has also attracted
major advertisers, including McDonald’s, Amazon Prime, Dunkin Donuts, Samsung, among others.
This
Supplement adds certain disclosure regarding recent developments immediately below “Item 7. Description of Business—Recent
Developments—Management Agreement—TheTinderBlog” of the Offering Circular as follows:
Clubhouse
Creator Affiliate Program
In
June 2021, we launched the Clubhouse Creator Affiliate Program. Through this program, we invite young social media creators from
all over the world to join the Clubhouse network, promote the Clubhouse brand and grow their social media network with us. To
date, over 18 creators with a total reach of well over 100 million followers have signed up and partnered with us and we expect
many more to do the same. These creators will serve as Clubhouse ambassadors worldwide and we plan to invite them to visit our
content houses and collaborate with our creators.
Item
8. Description of Property
This
Supplement deletes references to Just A House from the section “Item 8. Description of Property” of the Offering Circular
and updates certain disclosures regarding the number of content creation houses by replacing the disclosure under “Item
8. Description of Property” of the Offering Circular with the following:
Our
headquarters is located at 3651 Lindell Road, D517, Las Vegas, Nevada. There is no physical office space here, and this address
is mainly used as a mailing address and call center for WOHG. We pay a fee of $79.00 per month for the use of this headquarters.
Our
management generally works out of 201 Santa Monica Blvd., Suite 30, Santa Monica, California 90401, which is WOHG’s headquarters.
We believe that these facilities are adequate to support the Company’s existing operations and that we will be able to obtain
appropriate additional facilities or alternative facilities on commercially reasonable terms if and when necessary. We do not
have a formal lease pursuant to which it uses these offices, and does not have a monthly rent obligation for use of these premises.
We
have three social media content creation houses located in Los Angeles, California (Clubhouse BH, Dobre Bothers House
– Beverly Hills, and Weheartfans House – Bel Air), one social media house located in Las Vegas (Society Las
Vegas) and one social media content creation house located in the Republic of Malta (Clubhouse Europe). Each of these
properties is between approximately 6,000 and 7,000 square feet (with the exception of Clubhouse BH, which is approximately
12,000 square feet) and are used by the Company to provide living arrangements for our team of social media influencers, as well
as provide an environment for content creation. In an effort to provide desirable living arrangements for our team of influencers,
as well as provide an ideal location our influencers to create content, we strive to choose properties that are large, picturesque,
and conducive for filming.
Details
of the lease arrangements for each of these Clubhouse properties are summarized below.
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Clubhouse BH:
The tenant at this property is Amir Ben-Yohanan and Amie Ben-Yohanan. The lease term expired on March 31, 2021. (See Exhibit
6.26). We decided to rent this property on a month-to-month basis rather than extend the lease following the expiration of
the lease. While we are not named as the tenant on the lease for this property, it is planned that this lease will be assigned
to the Company in the future. In order to use this property as the Clubhouse in the meantime, we have agreed to reimburse
Amir Ben-Yohanan, its Chief Executive Officer, for any rent expenses incurred by Mr. Ben-Yohanan on our behalf with respect
to this property. The monthly rent paid for Clubhouse BH is $42,000 per month.
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Dobre Brothers
House – Beverly Hills: The tenant at this property is West of Hudson Group, Inc. The lease term expires July 31,
2021, unless earlier extended by the landlord and tenant. (See Exhibit 6.5). The monthly rent paid for Dobre Brothers
House – Beverly Hills location is $50,000 per month.
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Clubhouse Europe:
The tenant at this property is West of Hudson Group, Inc. The lease term expired on November 5, 2020 and. Pursuant to the
mutually agreement of the Company and the landlord, the lease for this property is now on a month to month basis. (See
Exhibit 6.6). The monthly rent paid and related expenses for the Clubhouse Europe location is $7,000 Euros per month.
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Weheartfans House
– Bel Air: The tenant at this property is Amir Ben-Yohanan. The lease term expires September 30, 2021, unless earlier
extended by the landlord and tenant. (See Exhibit 6.27). While we are not named as the tenant on the lease for this property,
it is planned that this lease will be assigned to the Company in the future. In order to use this property as Clubhouse in
the meantime, we have agreed to reimburse Amir Ben-Yohanan, its Chief Executive Officer, for any rent expenses incurred by
Mr. Ben-Yohanan on our behalf with respect to this property. The monthly rent paid for the Weheartfans House – Bel Air
location is $40,000 per month.
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Society Las Vegas
– Las Vegas: The tenant at this property is Amir Ben-Yohanan. The one-year lease term expires January 31, 2022,
and will be on a month-to-month basis thereafter, until either party shall terminate by giving the other party 30 days written
notice. (See Exhibit 6.43). While we are not named as the tenant on the lease for this property, it is planned that
this lease will be assigned to the Company in the future. In order to use this property as Clubhouse in the meantime, we have
agreed to reimburse Amir Ben-Yohanan, its Chief Executive Officer, for any rent expenses incurred by Mr. Ben-Yohanan on our
behalf with respect to this property. The monthly rent paid for Society Las Vegas – Las Vegas location is $12,500 per
month.
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The
date of this Offering Circular Supplement No. 1 is June 24, 2021.
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