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Offerings / Regulation CF / Genius Spark LLC

Genius Spark LLC

Regulation Crowdfunding offering on Vicinity · Form C filed October 23, 2026 · Glen Rose, Texas

PreferredEarly revenueLimited Liability Company, WyomingTechnologyBusiness software and management coaching

Genius Spark LLC is a Wyoming LLC formed August 7, 2023, based in Glen Rose, Texas, that sells a software platform and coaching method which turns personality and strengths assessment results into management guidance for teams. It is early-stage as a standalone company after moving its operations and intellectual property out of an affiliate, and it reported 2025 revenue of $47,660.

Registry notesMorris R. Miller holds 100% of voting power and can remove the Manager, approve amendments, and approve a sale or dissolution without an independent check. Revenue and software costs have run through his affiliate Go mindShift LLC, the company reports no debt, and the Form describes drag-along rights and bonus units that could add up to about 25% of units sold.

Profile details below were extracted automatically from the issuer's filing documents. Figures in the financial table come directly from the SEC's structured Form C data.

Offering terms

Security
Non-Voting Preferred Units
Maximum
$1,000,000.00
Price
$10.00 per unit
Pricing method
Not stated
Deadline
November 23, 2026
Oversubscriptions
Accepted, first-come, first-served basis
Intermediary
Vicinity LLC
Funding portal, SEC file 007-00223
Intermediary fee
Commission equaling 6% of the total amount raised payable at each closing.
Intermediary equity
2% of the total amount raised in the form of the securities offered in this offering. 1% transaction fee on all payments from the Company to investors that will be withheld from the proceeds to investors.

Financials as filed

ItemMost recent FYPrior FY
Revenue$47,660$49,904
Cost of goods sold$11,853$18,291
Net income (loss)$11,886$2,818
Total assets$10,052$18,386
Cash and equivalents$1,024$1,025
Accounts receivable$0$0
Short-term debt$0$0
Long-term debt$0$0
Taxes paid$0$0

Two fiscal years as reported on the Form C cover sheet. 1 employees. Offered in 64 states.

Use of proceeds

At the $1,000,000 maximum, product, software and AI engine receives $329,000 and sales and marketing receives $263,200, with $60,000 for intermediary fees and the balance split among leadership and operations ($216,200), working capital and contingency ($75,200), IP protection, licensing and legal ($42,300), and materials and inventory ($14,100).

Valuation

$3,000,000 pre-money valuation; $10.00 per Unit. Units carry an 8% per annum simple Preferred Return payable only from distributions. Valuation cap and discount: Not stated. Company redemption right at four times trailing twelve-month EBITDA, subject to a floor equal to original capital.

Prior raises

None stated. The only issuance described is 300,000 Common Units issued to Morris R. Miller on October 14, 2026 in exchange for intellectual property recorded at $45,000, with no cash raised.

Financial statements

Reviewed, not audited, by Mongio and Associates, Miami, FL (review report dated October 13, 2026). The Form states the company has no obligation to have its financial statements audited, and the 2024 statements were restated.