Close

Jump to:

  • Navigation
  • Content
  • Footer
Orange County SC hero image

Orange County SC

Follow

Orange County Soccer Club (OCSC) is a men’s professional soccer team that plays in the USL.

101%
 - 
Funded 25 Mar 2025
£550,000 target
£561,450 from 1,893 investors
More
Less

Business overview

Location Irvine, United States
Social media
Website www.orangecountysoccer.com
Sectors Entertainment Mixed Digital/Non-Digital Mixed B2B/B2C
Company number 6093017
Incorporation date 11 Jul 2016
More
Less

Investment summary

Type Convertible
Discount 0%
Share price N/A
Tax relief N/A
More
Less

Business highlights

  • More European transfers than any club in the US*
  • 37% attendance growth between 2021 - 2023
  • Strategic partnerships with Rangers and Feyenoord
  • Built by fans, focused on elite player development
More
Less

Key features

  • Secondary Market
  • Nominee investment min. £20.00 +
  • Idea
  • Key Information
  • Investor Perks
  • Team
  • Updates
  • Investors 1,893
  • Discussion
  • Documents

Learn more about convertible campaigns.

Idea

Introduction

Orange County SC is more than a soccer club.

We have proven that we can both win championships - like we did in '21 - and develop young talent, transferring the joint highest tally of players to Europe over the last three seasons among North American clubs (according to Transfermarkt).**

Now we’re one of the the first American teams to offer transatlantic fan investment. Our slogan is Local Heart, Global Vision - a community-first club in Southern California who are also part of the international transfer market.

The OCSC Ownership Family will make you a part of the incredibly exciting future of football in the USA.

We recruit players that aspire to be great - both young players dreaming of playing at the biggest clubs in Europe and vets coming to win a cup and mentor the next generation.**

The growth of soccer in the United States is set to continue; with major events like the 2025 FIFA Club World Cup, 2026 FIFA Men’s World Cup, 2028 Summer Olympics, and potentially the FIFA Women’s World Cup in 2027.

We believe that there is no better time to be part of the sport in the US and OCSC is a trailblazing club changing how American clubs join in the global game.

*(Source: Kartje, R. (2024) 'American soccer players thrive in Orange County SC system', Los Angeles Times, 30 January. Available at: https://www.latimes.com/sports/soccer/story/202...)

**(Source: Transfermarkt (2024) Football transfers, rumours, market values and news. Available at: https://www.transfermarkt.co.uk )

Substantial accomplishments to date

In 13 years since being built from scratch by local fans, OCSC has achieved a lot:

- Established itself as Orange County’s only professional football team, a population of 3.1M residents.*

- Became USL Champions in 2021 and have reached the playoffs in 3 of the last 5 years (2019, league winners in 2021, and 2023).

- 37% attendance growth at the stadium between 2021-2023, with more sellout crowds in 2023 than any other year.

- National streaming on ESPN+, CBS, and the CBS Sports Golazo! Network, with a potential reach of over 25M.

- Signed partnership agreements with Feyenoord and Rangers, giving us links to Europe and helping grow our reputation globally.

- According to the LA Times Orange County Soccer Club transferred more players to Europe since 2021 than any other US club. Players have been sold to teams in France, Scotland, Germany, Denmark, Sweden and the Netherlands.**

*(Source: U.S. Census Bureau (2023) Orange County, California: Profile data. Available at: https://data.census.gov/profile?q=Orange+County...)

**(Source: Kartje, R. (2024) 'American soccer players thrive in Orange County SC system', Los Angeles Times, 30 January. Available at: https://www.latimes.com/sports/soccer/story/202...)

Monetisation strategy

Our business model resembles most traditional sports teams - we earn revenue from ticket sales, corporate partnerships, merchandise and gameday revenues, including concessions.

Each of these revenue categories has seen growth in each of the past two seasons as the club grows and we sold out more than a third of our games last season.

But Orange County Soccer Club also has a revenue category that has taken time to nurture - player transfer fees.

We have sold more players to European clubs than any other club in the US, with our players moving to top division teams in Denmark, France, Scotland, Sweden, Germany and Holland.*

As well as initial transfer fees, we may be entitled to further bonuses based on playing-related milestones as well as a percentage of future transfer fees.

*(Source: Transfermarkt (2024) Football transfers, rumours, market values and news. Available at: https://www.transfermarkt.co.uk )

Use of proceeds

Alongside working capital, the three main areas where we intend to invest the funds raised in this round are:

Player Development:
We’ve established a player development model which has proven itself on the international stage. We will continue to invest in the recruiting, training and development of young players to ensure this remains central to OCSC’s ethos.

Stadium Improvements:
We’re all about our fans and local community. We will look to improved branding, fan experience and infrastructure at our home stadium to make OCSC a home that every fan wants to be a part of. If the number of sell-outs increases, we will look to add additional seats and premium areas.

Staffing:
As we look to grow, some of this investment will be used to increase staffing to support team growth including ticketing, sponsorship and marketing functionalities.

Key Information

Membership Interests

The Company is a limited liability company formed under the laws of the State of Delaware. As such, its capital is divided into membership interests.

There are two classes of membership interests: Common Interests or Preferred Interests. Common Interests include: Class A Units, Class B Units and Class C Units. There are no Preferred Interests in issue. This investment is structured as a convertible and upon conversion, Republic Europe/Seedrs Investors may only receive Class C Units in the Company or a class of membership interests with similar rights.

The Company is managed by the Manager, which currently is James Keston, the CEO of the Company (“Keston”). The Manager is tasked with operating the Company and makes all of the day-to-day decisions of the Company. The Manager is designated by the holders of a majority of the Class A Units originally issued to Keston individually and to a Keston Trust.

Class A Units:

- No voting rights.
- Pre-emption rights.
- No anti-dilution rights.
- Right to receive an amount accruing on a daily basis from the issuance of such Class A Common Unit at a rate of 5% per annum, compounded quarterly, on (a) the unreturned capital contributions made in exchange for such Class A Unit reduced by all distributions on a Class A Unit; plus (b) on each Class A Unit reduced by all distributions on a Class A Unit prior to such date (the Class A Return).

Class B Units:

- No voting rights.
- No pre-emption rights.
- No anti-dilution rights.

Class C Units:

- No voting rights.
- No anti-dilution rights.
- No automatic pre-emption rights. Any decision to offer pre-emption rights is at the discretion of the Company and the Founder.

Distributions

On an Exit or Liquidation, or in the case of any other distribution by the Company, any proceeds shall be distributed in the following order and priority:

1. First, Class A unit holders shall receive 1x their investment amount (including any additional capital contributions), which (at the date of the Campaign) is $201.68 per Class A Unit plus any accrued and unpaid Class A Return (any distributions previously paid to Class A unit holders shall reduce the above amounts);

2. Second, Class C unit holders shall receive 1x their investment amount (including any additional capital contributions), which (at the date of the Campaign) is $1000.00 per Class C Unit;

3. Third, all remaining amounts shall be distributed pro rata to all Unitholders based on their overall ownership percentages in the Company.

Please note the withholding obligations referred to in the Tax section.

Tax

Please note that the Company is a limited liability company (LLC) and is taxed as a partnership, therefore, there may be US tax implications for investors from investing in the Company. Republic Europe does not provide tax advice, and each investor should consider their own tax position.

Please note that there may be withholding obligations on the Company with regard to any distributions in the future, in order to comply with applicable regulation.

Convertible Terms

This investment round is being raised by way of a convertible equity investment structure, in this case a Simple Agreement for Future Equity, "SAFE".

The key terms that apply to the Company’s SAFE are set out below and are aligned with the terms offered via the Republic US platform. Please review the attached Key Terms document for further details.

Please note that there is no longstop date and the SAFE will only terminate in the event of (a) an issue of units to the SAFE holders in an Equity Financing or Liquidity Event; or (b) repayment in a Liquidity Event or a Dissolution Event (defined below). Therefore, it is possible that investors may hold their interest pursuant to the SAFE indefinitely, without the SAFE converting to equity or being repaid.

(1) Equity Financing

If the Company raises new equity investment of $1,000,000 over a series of one or more related funding rounds to one or more third parties, this will constitute an 'Equity Financing’.

If there is an Equity Financing then, the Company has the option to:

(A) Convert the SAFE into a class of units with equivalent rights to the Class C Units, at the lower of:

(i) the lowest price per Unit issued as part of the Equity Financing (the First Equity Financing Price); and
(ii) a price per share assuming a company valuation of $50,000,000 (being the Valuation Cap Price); OR

(B) Continue the terms of the SAFE without converting it to equity.

If the Company does not elect to convert the SAFE at the first Equity Financing, and a subsequent Equity Financing occurs, the Company shall have the same option to convert the SAFE into a class of units with equivalent rights to the Class C Units, or continue the SAFE without converting it to equity.

If the Company elects to convert at the next Equity Financing, the SAFE shall convert at the lower of:

• the First Equity Financing Price; and
• the Valuation Cap Price.

(2) Change of Control or IPO

In the event of a Change of Control or IPO (a “Liquidity Event”) prior to an Equity Financing then the investor (being Seedrs Nominee in the case of investments pursuant to this Campaign) shall be entitled to choose to:

• receive repayment of the amount invested under the SAFE (subject always to the liquidation preference above); or
• convert the SAFE into Class C Units at the Valuation Cap Price.

In the event of a Liquidity Event after an Equity Financing then each investor (being Seedrs Nominee in the case of investments pursuant to this Campaign) shall be entitled to choose to:

• receive repayment of the amount invested under the SAFE (subject always to the liquidation preference above); or
• convert the SAFE into Class C Units at the First Equity Financing Price.

Please note: it is Republic Europe’s position that this is primarily an instrument for investing in the equity of the fundraising business and our default position would be to vote in favour of converting the loans to shares in the company, unless there is a clear or compelling reason not to.

(3) Liquidation or winding up

In the event of a liquidation or winding up of the Company (a “Dissolution Event”), investors shall participate alongside Common Interest holders, and subject to the liquidation preference set out above.

Corporate Structure

Within the Company’s corporate structure, the Company has two operating subsidiaries:

- OC Professional Soccer LLC, a Delaware limited liability company, which is wholly-owned by the Company and owns and operates the Orange County Soccer Club; and
- OC Amateur Soccer LLC, a Delaware limited liability company which is owned 91% by the Company.

Republic co-raise

This Republic Europe raise is an extension of Orange County’s recent successful raise on Republic’s US based platform in which the company raised $594,986 USD from 1465 investors. This amount has been reflected on this campaign’s progress bar at an FX rate of 1 USD : 0.768 GBP.

Investor Perks

Please note that any discounts, rewards and/or offers listed by a company in its campaign are subject to the terms and conditions applied by that company and listed above. It is the company’s responsibility to honour such discounts, rewards and/or offers and Seedrs does not take any responsibility for them.

Open an account to get access to the team members of Orange County SC

Sign up

Already have an account? Log in

To comply with financial regulations, we can only show full campaign details to registered users.

Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

Buy shares

Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

Buy shares

Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

Buy shares

Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

Buy shares

Share on:

Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This webpage is issued by Seedrs Limited (trading as Republic Europe) ("Republic Europe"), and has been approved as a financial promotion for the purposes of s.21 of the Financial Services and Markets Act 2000 by Prosper Capital LLP ("Prosper") which is authorised and regulated by the Financial Conduct Authority with firm reference number 453007 on 7 October 2024. It is not intended to be a promotion of any individual investment opportunity and is not an offer to the public. The summary information provided about investment opportunities on this webpage is intended solely to demonstrate the types of investments available on the Republic Europe platform, and any investment decision should be made on the basis of the full campaign. Full campaigns are available to investors who have become authorised to invest on the Republic Europe platform. It is not for distribution in the United States of America and all investment activities take place within the United Kingdom. Any person resident outside the United Kingdom should ensure that they are not subject to any local regulations before investing.

Neither Republic Europe nor Prosper provide advice or recommendations in relation to any investment on this site. No communications from Republic Europe, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Neither Republic Europe nor Prosper provides legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Republic Europe, you should consult a professional adviser.

Tax Relief (SEIS)

This business is eligible for SEIS relief - providing qualifying investors with income tax relief of 50% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Tax Relief (EIS)

This business is eligible for EIS relief - providing qualifying investors with income tax relief of 30% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Valuation (pre-money)

Valuation rounded from Convertible

This is the fully-diluted pre-money valuation of the business (i.e. before the new investment comes in and including issued options and other equity interests). In contrast, the post-money valuation is based on inclusion of the new investment in the value.

It is calculated as the pre-money valuation plus the amount of new investment. e.g. If Company A is ascribed a pre-money valuation of £1,200,000 by prospective investors investing £300,000, its post-money valuation is £1,500,000.

The investee business is responsible for setting its own valuation, it has not been prescribed by Seedrs.

Pitch type

Investing in a convertible campaign allows you to invest today, with your investment converting into equity in the future, at a discount compared to other investors.

Learn more about pitch type on Seedrs

Equity Offered

The equity offered is the percentage of the company’s shares being issued in return for the amount of investment raised.

When the amount raised is less than 100%, the equity offered is based on the target raise. Once the company has raised over 100% it is based on the total raised.

In some scenarios, entrepreneurs may accept additional direct investment after closing their Seedrs campaign. Provided this is within 6 months of the closing and on the same terms, we do not typically offer pre-emption rights on that extra investment (where you have the opportunity to invest again to maintain your percentage shareholding).

Learn more about investing and pre-emption rights.

Nominee investment

This shows if you are able to choose, when making an investment, that you be represented by, and your shareholding be managed by, the Nominee investment.

Find out more

Custodian

If you invest in this Campaign, Seedrs will act as Custodian rather than provide our standard nominee service. This is due to the fact that the business is not directly involved in the share sale and Seedrs will not benefit from any rights under a shareholder agreement. As a result, Seedrs will handle administrative tasks as we do normally, but you will not have information or voting rights, updates from the business, preemption on future fundraising, or ongoing support about business trading activity.

Learn more about Custodian here

Secondary market

This shows if the business has opted-in or opted-out of allowing its shares to be bought and sold on the secondary market.

Find out more

Direct investment

This is an option to invest and hold shares 'directly' in the company (rather than via the Nominee investment). This option is only available to those investing over the threshold amount, which is determined by the fundraising company.

If you choose to hold your shares directly, you will be responsible for any contractual or administrative arrangements with the company you are investing in.

Find out more

Payment options

We are not able to accept card payments for investments into this sector. You can pay for your investment by creating a bank transfer, using funds in your investment account or create a Pay by Bank payment. Your investment will only be completed once the funds have reached our account.

Business Involvement

This Campaign offers shares for sale in business that is not directly involved in this Campaign or the sale. As a result, the Campaign and post-investment experience, including investor rights, will differ from a business-led campaign on Seedrs. Most notably, the business will not engage with investors in the discussion forums both during and after the sale or provide any updates to investors.

Learn more here

Payment options

We are not able to accept Pay by Bank payments for investments into this sector. You can pay for your investment with a card payment, by creating a bank transfer or by using funds in your investment account. Your investment will only be completed once the funds have reached our account.

Drawdowns

This campaign offers the ability to pay for an investment by drawdowns.

Security Token

A security token is a digital asset that represents ownership or other rights. It is a digital form of traditional investments. In the future, you may be able to trade your investment through compatible exchanges.

Warning

You are following a link outside of europe.republic.com.

None of the information in constitutes part of the campaign and it has not been approved or reviewed by Seedrs.

ContinueCancel