Filed pursuant to Rule 253(g)(2) File No. 024-10946 OFFERING CIRCULAR DATED MARCH 30, 2020 To The Stars Academy of Arts and Science Inc. 315 S. Coast Hwy 101 Suite U38 Encinitas, CA 92024 760.266.5313 Up to 6,000,000 shares of Class A Common Stock (1) SEE “SECURITIES BEING OFFERED” AT PAGE 48 Proceeds to Commissions Issuer (before expenses) Price to Public to Selling Agent(2)(3) (4) Per share $5.00.35$4.65 Total Maximum $ 30,000,000 2,057,662 $ 27,337,513 (1) As of the date of this Offering Circular, the company has sold 120,965 shares of Class A Common Stock for $5.00 under this offering. (2) This table depicts selling commissions of 7% of the gross offering proceeds, excluding proceeds from 120,965 shares of Class A Common Stock sold prior to date of this Offering Circular. See the “Plan of Distribution” for additional information regarding total compensation to the Selling Agent (as defined below). (3) In addition to the selling commissions included in the above table, the Selling Agent will receive warrants to purchase Class A Common Stock equal to 2% of the aggregate shares sold in this offering after the date of this Offering Circular, which will have an exercise price of $5.50 (110% of the offering price). (4) We expect that the expenses of the offering will be approximately $2.1 million including the Selling Agent’s commissions if the maximum number of shares are sold in this offering. See “Plan of Distribution” for details. Digital Offering LLC has agreed to act as our exclusive selling agent (which we refer to as the “Selling Agent”) to offer the Class A Common Stock to prospective investors on a “best efforts” basis. In addition, the Selling Agent may engage one or more sub-selling agents or selected dealers. The Selling Agent is not purchasing the Class A Common Stock offered by us, and is not required to sell any specific number or dollar amount of the Class A Common Stock in the offering. There is a minimum purchase requirement for an investor of 70 shares of Class A Common Stock in order to participate in the offering The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) July 12, 2020, or (3) the date at which the offering is earlier terminated by the company in its sole discretion. See “Plan of Distribution.” The company has engaged Wilmington Trust, N.A. as escrow agent to hold any funds that are tendered by investors in accordance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. Investor funds will be held in a segregated bank account at an FDIC insured bank pending closing or termination of the offering. The offering is being conducted on a best-efforts basis without any minimum target. The company may undertake one or more closings on a rolling basis. Because there is no minimum target, the company may close on any amounts invested, even if those amounts are insufficient for the intended use of proceeds, or do not cover the costs of this offering. After each closing, funds tendered by investors will be made available to the company. THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION. GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov. Investing in our Class A Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 13 for a discussion of certain risks that you should consider in connection with an investment in our Class A Common Stock. Sales of these securities commenced on July 12, 2019. For more information concerning the procedures of the offering, please refer to “Plan of Distribution” beginning on page 53, including the sections “— Investment Limitations” and “— Procedures for Subscribing.” The company is following the “Offering Circular” format of disclosure under Regulation A. Lead Managing Selling Agent Digital Offering Soliciting Dealer Cambria Capital 2 3 4 TABLE OF CONTENTS Summary 6 Risk Factors 13 Dilution 19 Use of Proceeds to Issuer 21 The Company’s Business 22 The Company’s Property 31 Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Directors, Executive Officers and Significant Employees 40 Compensation of Directors and Officers 44 Security Ownership of Management and Certain Securityholders 45 Interest of Management and Others in Certain Transactions 46 Securities Being Offered 48 Plan of Distribution 53 Financial Statements F-1 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Offering Circular. You must not rely on any unauthorized information or representations. This Offering Circular is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering Circular is current only as of its date. THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. This Offering Circular includes market and industry data that we have obtained from third-party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries through its experience and participation in these industries. While our management believes the third-party sources referred to in this Offering Circular are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Offering Circular or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only and there will usually be differences between the prospective and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Also, references in this Offering Circular to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this Offering Circular. 5 OFFERING CIRCULAR SUMMARY This summary highlights information contained elsewhere in this Offering Circular. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described herein, together with all of the other information in this Offering Circular, including our financial statements and related notes, before investing in our common stock. If any of the risks materialize, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our Class A common stock could decline, and you could lose part or all of your investment. Unless the context requires otherwise, references in this Offering Circular to the “company,” “we,” “us” and “our” refer to To The Stars Academy of Arts and Science Inc. The Company The company is a public benefit corporation that was established in 2017 as a revolutionary collaboration between academia, industry and pop culture to advance society’s understanding of scientific phenomena and to accelerate the development and adoption of next-generation technology. Founded by a next-generation physicist, a career intelligence officer and an award-winning content creator, the organization seeks to specialize in creating, acquiring and commercializing intellectual property (“IP”) across entertainment, science and technology. We work towards accomplishing our mission through two dynamic divisions working together within the areas of Entertainment, Science and Technology.