Deal sheet
- Status
- Closed. This is the only Regulation D offering on record for Audiomack Inc. (CIK 0001723057), which has filed exactly three notices with the SEC: a Form D on 16 November 2017, a Form D/A on 17 November 2017, and a final Form D/A on 13 August 2018 reporting the offering fully sold. No SEC filing has been made since.
- Type
- Investment
- Parties
- Audiomack, Off Road Capital Management
- Amount
- USD 6,428,000
- Rights covered
- Equity in Audiomack Inc., the Delaware corporation that operates the Audiomack streaming and distribution platform. This is a corporate capital raise, not a transaction in master recordings, publishing shares or any other music right. No rights in content on the platform changed hands.
- Territory
- Issuer is a United States company (Delaware incorporation, New York headquarters). No African-domiciled party is named in the filing. Audiomack's service reach spans Nigeria, Ghana, Kenya, Tanzania, South Africa, Uganda, Zimbabwe and dozens of further markets, but that market footprint is separate from, and not evidenced by, this capital filing.
- Announced
- 2017-11-24
- Primary document
- Regulatory filing
- Sources
- Audiomack Inc. Form D/A filed with the SEC on 13 August 2018, reporting the offering fully sold at $6,428,000 to two investors with a first sale date of 24 November 2017 · SEC EDGAR filing history for Audiomack Inc. (CIK 0001723057): exactly three notices, 2017-11-16, 2017-11-17 and 2018-08-13, none since · Off Road Capital Partners' own portfolio page naming Audiomack as an investment, with no amount, date or stake disclosed
Read this before citing: A Form D does not name outside investors, only the issuer and certain related persons (officers, directors, promoters). This record cannot independently confirm the identity of either of the two investors the 2018 amendment reports. Off Road Capital Partners' own site names Audiomack as a portfolio investment, which is why it is listed as a party here, but that page discloses no amount, date or stake and does not itself confirm Off Road was one of the two SEC-reported investors rather than, for example, a later or unrelated backer. The filing records a sale date of 24 November 2017 for the full $6,428,000, while the amendment confirming that sale was not filed until 13 August 2018; commercial funding trackers that key off filing dates list this round under 2018, which this record treats as a filing-date artifact rather than the date the money moved. Audiomack changed its self-reported revenue range between filings, moving to "decline to disclose" in the final 2018 amendment; no revenue figure is established from these sources for any period. No SEC filing has been made for Audiomack since 13 August 2018, so no primary source checked here establishes any funding, valuation or ownership change after that date. This record covers equity in Audiomack Inc. only; it does not establish or describe rights in any recording or composition distributed through the platform.
Audiomack has raised outside equity exactly once on the public record, and the terms sat in an SEC filing for years before any tracker got the story straight. On 13 August 2018, the New York based streaming platform filed an amendment to a Form D notice confirming it had sold $6,428,000 in securities to two investors under Regulation D. The same document records that the actual sale closed months earlier, on 24 November 2017. No SEC filing has followed in the eight years since.
That gap between filing date and sale date is not a footnote. It is the reason multiple funding databases now list Audiomack’s only disclosed round under the wrong year, and it is a clean illustration of how a document that exists specifically to protect investors, not to inform the public, ends up doing double duty as the only public record of who capitalised a platform tens of millions of African listeners use every month.
What Audiomack’s own filing says
Audiomack Inc., a Delaware corporation headquartered at 648 Broadway in New York, first put a Form D on file with the Securities and Exchange Commission on 16 November 2017. That original notice sought up to $6,000,000 under Rule 506(b) of Regulation D, the exemption that lets a company raise money from an unlimited number of accredited investors without registering the offering, so long as it does not advertise the raise publicly. At the moment of that first filing, the document states plainly that $0 had been sold and that the “first sale” had “yet to occur.” A second, near identical notice followed the next day, 17 November 2017, marked as an amendment.
The story changes in the amendment filed nine months later, on 13 August 2018. By then the offering had grown to $6,428,000, and the filing records that the entire amount had been sold, with $0 remaining. It sets the date of first sale as 24 November 2017, exactly one week after the original notice, and it puts the total number of investors in the round at two. Neither Form D nor its amendments name those two investors. That is by design: unlike a registered securities offering, a Form D is not required to identify who is writing the checks, only the issuer, certain related persons, and the aggregate numbers.
The filing does name two people connected to Audiomack itself. David Nicholas Macli is listed throughout as an executive officer, and by the final amendment also as a director. Gideon King appears for the first time in the 2018 filing, listed as a director. Between the first notice and the last, Audiomack also changed how it answered a revenue disclosure question, moving from a checked box for $1,000,001 to $5,000,000 in the 2017 filings to “decline to disclose” in the 2018 amendment. Declining to disclose is a permitted answer on the form; it simply means the public record carries no revenue figure for Audiomack at the time the round closed.
Why the date on the filing is not the date of the money
Commercial deal trackers that catalogue startup funding, including services that aggregate SEC filings into round-by-round company histories, generally record a Form D event using the filing date stamped on the document that confirms the raise. For Audiomack, that is 13 August 2018, and several of those trackers list the $6.43 million round under that date, with descriptions that vary between “Series A” and “private equity.” The filing itself contradicts the timing. It states the sale closed on 24 November 2017, roughly nine months before the amendment that reported it as sold.
This is not a rare kind of error. Companies routinely close a Regulation D round and only file the final amendment once every dollar is in and the offering can be marked complete, sometimes long after the money actually moved. A tracker built to read filing metadata rather than the substance of the filing will reliably misdate rounds like this one. For a platform whose growth story is closely tied to African markets, getting the date right matters: 24 November 2017 places Audiomack’s only confirmed capital injection well before its major African expansion push, not during or after it.
Off Road Capital’s own page names Audiomack. The filing does not.
The clearest lead on who might be behind the two investors comes not from the SEC but from the investor side. Off Road Capital Partners, a private investment firm, lists Audiomack among its portfolio investments on its own website, describing an investment thesis built around the platform’s reach into what it calls fast growing developing markets in Africa and South America. That page confirms Off Road put money into Audiomack. It does not state an amount, a date, or what share of the company the investment bought, and it does not say whether Off Road was one investor or represented multiple limited partners who might collectively count as the “two investors” the Form D reports, or something else entirely.
Because Audiomack’s Form D does not name any outside investor, Off Road Capital’s identification as a backer rests on Off Road’s own disclosure, not on the SEC record. Both things can be true at once: Off Road genuinely invested, and the SEC filing that would confirm the size, timing and structure of that investment does not name it. That is a gap this record states rather than papers over.
What the filing does not tell us
A Form D is a narrow document. It confirms that a private securities sale happened, under which exemption, for how much, and to how many people, plus who at the company is legally on the hook as an officer or director. It does not confirm a valuation, does not name outside investors, does not describe what class of security was sold, and does not establish anything about who owns what percentage of Audiomack today. No later SEC filing exists to update any of this. If Audiomack raised money again after August 2018, whether from Off Road, from other investors, or through a structure that did not require a Form D, none of that is on the public record checked for this piece.
What this means for artists
Nothing here changes who owns a master recording or a publishing share on a song that streams on Audiomack. A Form D discloses equity raised by the company that runs the platform, not rights in the content on it. Artists uploading through Audiomack’s distribution arm are dealing with the same platform, under the same terms, regardless of which investors hold equity in the parent company.
What it does explain is who has a financial stake in Audiomack’s growth, and therefore an interest in decisions about how the platform prices its services, how it splits revenue, and how it positions itself for a sale or a later funding round. An investor whose own site frames Africa as a growth market has an incentive to see African usage numbers climb. That is not evidence of anything improper. It is simply the kind of ownership context that is often invisible to the artists and listeners who make those usage numbers happen in the first place, and it is exactly the kind of fact a public filing, imperfect as this one is, exists to put on the record.
