NightOwl Entertainment Group

F1 Arcade

Minimum Investment

A$25,000

F1 Arcade

F1A

Lead Manager

Contact - Kirwan Mactaggart

0448 237 054

kirwan@liquidity.com.au

Minimum Investment

A$25,000

F1 Arcade gives investors exposure to the boom in F1's fanbase and competitive socialising through a premium, simulator-led racing venue format. It targets high-margin, repeat group spend in flagship locations, aiming to build a scalable national network off a proven global model.

Offer Details

Issue Price (Per Note)

A$25,000.000

Offer Size

A$4,000,000

Notes Available

160

Australia's competitive socialising market is booming, but no one has brought a globally proven F1 racing experience to the Australian market.

For a limited time, Racing Entertainment Pty Ltd ("RE") a Nightowl Entertainment company, are offering 160 Loan Notes exclusively to Sophisticated Investors.

RE has signed an exclusive development deal with F1 Arcade International to roll out 5 venues in Australia, with the flagship Crown Melbourne venue to be operational in early 2027.

Investor Deck

Company Note Terms

Note Terms

Annual Return

12% - Interest only paid monthly

Bonus Interest

+2% - Triggered per financial year if venue EBITDA exceeds $3m

Term

5 years

Minimum Investment

$25,000 per Investor

Maximum Raise

$4,000,000

Minimum Raise

$2,000,000

Company note are unsecured subordinated debt instruments issued directly by Racing Entertainment Pty Ltd (ACN 676 480 710) to wholesale and sophisticated investors. The notes rank above equity and below senior debt. Notes include Raving Fan Perks.

Business Overview

F1 Arcade is Racing Entertainment’s flagship F1 racing hospitality concept in Australia, combining officially licensed F1 simulators with premium food, beverage and event‑led socialising. It sits squarely in the fast‑growing “competitive socialising” segment, where activity‑led venues outperform traditional hospitality by making the experience itself the product. Backed by Formula 1 and Liberty Media globally, the F1 Arcade brand has scaled rapidly across the UK and US, demonstrating strong demand for immersive, high‑spend group experiences in major urban and tourism markets.

Under an exclusive Australian development agreement, Racing Entertainment holds the rights to develop five F1 Arcade venues nationally by 2030, with Crown Melbourne as the flagship. The initial venue is a 1,500 sqm, design‑led space within Crown Melbourne featuring 69 state‑of‑the‑art simulators, vibrant bar and dining zones, and flexible layouts for corporate and private events. The offer funds the build‑out and launch of this first site, which is targeted to open in late February 2027 following handover in July 2026, with additional venues in Perth, Sydney, Brisbane and the Gold Coast scoped under the development agreement.

Investor Benefits

Perks

Formation Lap

Podium

Pole Position

Race Director

Paddock Club

Noteholder Investment

$25,000

$50,000

$100,000

$175,000

$250,000

Credit at any NightOwl Venue

$1,000

$2,000

$5,000

$8,750

$12,500

Merchandise Pack Value

Viewer Level

Viewer Level

Viewer Level

Driver Level

Driver Level

F1 Afterparty Weekend Invites

2

4

8

15

25

F1 Race Watch Party Invites

2

4

8

15

25

Investor Dinner Invites

2

2

2

2

2

Private Sim Session – Attendees

2 pax x 1 hour

5 pax x 2 hours

10 pax x 2 hours

20 pax x 2 hours

30 pax x 3 hours

Maximum Value of Benefits

$3,500

$7,000

$14,000

$25,000

$40,000

Event Perks are provided on an annual basis, but are not cumulative; Subject to accepting invitations or making bookings in advance.

Capital Structure

Total CapEx

$16m

Per-venue fit-out including equipment and working capital

Senior Debt

$4m

Bank debt at 7% p.a. IO Year 1, P&I over 5 years

Equipment Finance

$4m

7% p.a. annuity with 30% balloon

Company Notes

$4m

Grid Entry raise at 12% p.a.* Interest only paid monthly

Equity

$4m

NightOwl co-investment into the venue

*If the Company Notes raise does not reach $4M, the shortfall will be covered by increased senior debt and/or NightOwl equity.

Market Tailwinds

Competitive Socialising Boom

  • 800+ venues in the UK alone, up 58% since 2018. Forecast to reach 1,100 sites by 2030
  • 29% of UK adults visited a competitive socialising venue in the past 12 months.
  • Australia is the fastest-growing market for location-based entertainment globally, and no comparable F1 racing concept exists in the region.

F1 Arcade: Global Success

  • US$130M Global Funding Raised
  • 8 Venues Now Operating
  • £31.9M Annual Revenue (GBP)

32.3% CAGR

AU Location-Based Entertainment US$102.8M (2024) → US$562.3M (2030)

US$1.23T by 2034

Global Immersive Entertainment Market US$146.6B (2025), CAGR 26.7%

Execution Plan

Date
Milestone
First
Feb 2027 - First flagship venue - Melbourne
Second
Perth
Third
Sydney
Fourth
Brisbane
Fifth
Gold Coast

Who is NightOwl?

NightOwl was established in Perth in 2008, has a team of over 600 people and 12 venues Australia wide.

3 Global Brands

  • Flight Club - Operating
  • Dave & Busters - Launching May 2026
  • F1 Arcade - Raising Capital

Other Venues

  • Breakwater Tavern
  • The Lookout
  • Print Hall
  • Magnet House
  • Amplifier Bar
  • Edison Bar

NightOwl is an experienced hospitality operator with 18+ years running 10+ Perth venues, supported by centralised systems, real-time P&L tracking, and in-house training and booking capabilities. As Red Engine’s exclusive Australian partner for Flight Club, it has successfully launched four venues and is recognised as a key growth partner. Its scalable platform and multi-brand strategy across Flight Club, Dave & Buster’s, and F1 Arcade enable efficient expansion while diversifying customer segments and reducing single-concept risk.

Board & Management

David Heaton

David Heaton

Founder and CEO

David Heaton is the Founder and CEO of NightOwl Entertainment, a leading hospitality and entertainment group based in Perth. Over nearly two decades, David has built and operated many of Western Australia’s most recognisable nightlife and social entertainment destinations, including Flight Club, Metro’s Freo, Magnet House, Amplifier, Edison Bar, The Lookout, The Breakwater, Loop, Print Hall and rooftop Bob’s Bar, with flagship new concepts such as Dave & Buster’s Clarkson further expanding the group’s footprint.

A seasoned entrepreneur, David scaled and sold a successful mobile phone retail business before turning his focus to creating high-energy venues that blend great drinks, music and immersive experiences. Under his leadership, NightOwl has grown into a multi-venue portfolio with national expansion plans, and David has been recognised as a Legend of Hospitality by the Australian Hotels Association for his contribution to the industry. Passionate about growth, leadership and community, he is committed to delivering memorable nights out while empowering the teams who bring Nightowl’s venues to life.

Jamie Rhodes

Jamie Rhodes

COO

Jamie Rhodes is the Chief Operating Officer of NightOwl, overseeing day-to-day operations across the group’s portfolio of venues and experiences in Perth and beyond. With past leadership and operational roles at Marston Hospitality Services and The Cornerstone Alehouse in Western Australia, Jamie brings deep hands-on experience in high-volume, guest-focused venues to NightOwl’s flagship destinations, including Flight Club, Metro’s Freo, Magnet House, Amplifier, Edison Bar, The Lookout, The Breakwater, Loop, Print Hall and Bob’s Bar, as well as new concepts such as Dave & Buster’s Clarkson.

Specializing in business strategy, project management and the expansion of immersive social hospitality venues, Jamie leads venue management, rostering, compliance and performance, ensuring teams have the systems, support and culture they need to deliver consistently outstanding nights out. Working closely with Founder and CEO David Heaton, Jamie focuses on building resilient, scalable operations and mentoring emerging leaders as NightOwl continues to grow its footprint.

FAQ's

What happens to my funds once I subscribe?

Held in escrow by the Lead Manager until construction commences. If construction does not start by 30 September 2026, your funds are returned and the Notes cancelled.

How is interest paid?

12% p.a. paid monthly into your nominated account. A 2% p.a. bonus is triggered per financial year if venue EBITDA exceeds $3M.

What is the term?

5 years from construction commencement. Interest only during the term; principal repaid at maturity.

Is there a minimum raise?

$2M minimum, $4M target. If the minimum is not reached, the Issuer may extend the Offer, proceed with a revised scope, or return all funds to Noteholders.

Where do the Notes sit in the capital structure?

Subordinated to senior debt but ranking above NightOwl's equity. NightOwl co-invests $4M alongside Noteholders.

Can I transfer my Notes?

Yes. Notes are transferable to other wholesale or sophisticated investors, subject to the transfer procedures in the Note terms.

Disclaimer

This site does not constitute an offer, recommendation, or invitation to any person, nor does it purport to provide all of the information an interested party may require in order to investigate the affairs of NightOwl Entertainment Group. This site is provided for information only and has not been prepared with the intention that the recipient should rely on it. Liquidity Technology Pty Ltd ("Liquidity") does not make any representation in relation to the contents of this site or give any assurances as to the accuracy or the degree of care or diligence used in preparing this document. The information, data, and advice herein is provided to recipients on the clear understanding that Liquidity nor any of its representatives, directors, officers, employees, agents, or advisers makes any representation or warranty about its accuracy, reliability, completeness, or suitability for any particular purpose and does not accept liability (including, but not limited to, for any expenses, losses, damages, and/or costs (including, but not limited to, indirect or consequential damage)) nor take any responsibility of any kind whatsoever (including, but not limited to, whether in contract, tort, financial or otherwise) for the information, data, or advice contained in or for any omission or for any other information, statement, or representation provided to any recipient (including, but not limited to, as a result of information, data, or advice being inaccurate, unreliable, incomplete, or unsuitable in any way and for any reason whatsoever). Users of this site must conduct their own investigation and analysis regarding any information, statement, or representation contained or provided to any recipient or its associates by Liquidity or any of the Liquidity Personnel. Each recipient waives any right of action, which it has now or in the future against Liquidity or any of the Liquidity Personnel in respect of any errors or omissions on or from this site, however caused. All rights are reserved. If the whole or any part of a provision of this "Notice and Disclaimer" is invalid, illegal, or unenforceable, then such provision will be severed and neither that part or provision or its severance will affect the validity or enforceability of the remaining parts or provisions.

Disclosure of Interest: Liquidity receives commission from dealing in securities and its introducers of business may directly share in this commission. Liquidity and its associates may hold shares in NightOwl Entertainment Group.

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