Confidential Investor Presentation

Shameless
Brands

The LVMH of streetwear. A roll-up of heritage streetwear and leather-goods brands, relaunched through one operating platform and an owned live-shopping channel.

Raising $20M to $50M A Carbon Media Capital Partners company
Timothee Chalamet wearing a vintage Phat Farm sweater, November 2025
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Financial Summary

The numbers,
up front.

$6.75M

Base case Year 3 royalty ARR

about 50%

Year 3 EBITDA margin, entering Iconix's own 51-59% comparable range

$4.7-10.5M

Sensitivity band on Year 3 royalty ARR

Three years of royalty cash flow does not, by itself, clear a $50M invested basis. The return case leans on the appreciating value of the acquired trademarks (Comparable Transactions, later in this deck) across a five-year-plus hold, not a fast royalty payback. Full model on the Pro Forma slide.

All figures on this slide are modeling assumptions built from public comparables, pending sign-off from GKJ, Kevin Saer Leong, and Alexander Lazarus. Not a negotiated forecast.
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The Opportunity

Streetwear became
luxury. The brands
that built it are sitting idle.

The culture that created streetwear now drives global fashion, and the biggest luxury houses chase it every season. Yet a generation of iconic heritage streetwear labels sit dormant, undervalued, and acquirable. They have the one thing money cannot manufacture: real cultural equity.

Cultural equity

Names people already know and trust, built over decades.

Available now

Dormant or underinvested IP, acquirable at a fraction of peak value.

No operator

No one has rolled these up with a modern operating and distribution platform.

Heritage revival

Gen Z is buying the archives. Nostalgia is the fastest-growing lane in fashion.

Owned demand

Culture-first commerce lets us sell direct, not rent attention.

Roll-up gap

A fragmented category with no consolidator. That is the whitespace.

Real ALIFE campaign photo, white ALIFE tee
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Why Now

The window is open

Brands are cheap

Heritage streetwear IP is dormant and undercapitalized. Acquisition multiples are low, and sellers are motivated.

Culture is expensive

Luxury pays enormous premiums to borrow the culture these brands own outright. We buy the source, not the license.

Distribution changed

Live shopping and social commerce let an operator sell direct to the culture, capturing margin the old wholesale model gave away.

The buyer is us

An operator team that knows these brands, the culture, and the relationships, not a financial buyer learning on the job.

Consolidation wins

One holding company, shared design, sales, and distribution across a portfolio. The LVMH playbook applied to streetwear.

First mover

The brand-management model is proven and the assets are cheap. What no one has done is run it with a channel and a media house attached. That is the opening.

The Notorious B.I.G. in an Avirex jacket
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The Model

The Iconix model,
with a channel

Iconix proved the structure this company is built on: buy dormant brand IP at the bottom of its cycle and earn across categories and territories instead of through one storefront. It is also the clearest case study in what that structure cannot do on its own.

The structure works, now with a channel

Acquire heritage IP cheaply while it is dormant, then monetize it across categories and territories. Every brand we acquire lands on a platform that can sell it directly on day one, and licensing gets negotiated from proof, not hope.

2019 · Zoo York, and what was missing

Iconix brought the three original founders back to design a capsule. The press covered it; the brand did not sell. It went out through the same wholesale doors that had already stopped betting on the name. No channel of its own, no lever besides renting a logo.

The signal compounds

Selling direct returns a first-party read on every drop across the whole portfolio. That data prices the next acquisition and sharpens the next release. A licensor never sees it.

The proof is already running

Our CCO, Kevin Saer Leong, is inside Iconix today reviving Rocawear, built on the commercial playbook Phat Farm proved. Rocawear hit $700M in sales; Iconix bought it for $204M in 2007. That relationship is how Zoo York gets negotiated, not cold outreach.

Zoo York remains a defined acquisition target and is not an owned asset. Current ownership and availability are to be confirmed in diligence.

Four men in Avirex USA jackets
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The Model, In Numbers

How licensing
actually pays.

Royalty rate assumed

7.5% blended: 6% product royalty plus 1.5% advertising royalty, on licensee net wholesale sales. Sits inside Iconix's own disclosed 5-7% product plus 1-2% advertising band, not at the top of it.

Backed by minimums, not hope

Largely guaranteed minimum royalties (GMRs), not pure sales-percentage exposure. This is the same structure that let Authentic Brands Group show $2.6B-plus in contracted future GMRs against about $489M of 2020 revenue.

Margin at scale

Iconix itself ran 51-59% Adjusted EBITDA margins in 2019-2020 on this exact structure. Near-zero capex once a brand is licensed out.

What we don't do

Shameless Brands does not manufacture or sell. It licenses each trademark by product category to separate operating companies, apparel, footwear, eyewear, and so on, each carrying its own manufacturing and distribution risk.

Royalty rate and structure are the deal's proposed terms, not yet negotiated with any specific licensee. Validate before external use.
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The Model

Acquire. Earn wide.
Sell direct.

01

Acquire at the bottom

Heritage IP is cheapest when it is dormant and the seller is tired. That entry is what the brand-management model was built on, and the window is open again.

02

Earn across the estate

A name that is properly held works in apparel, footwear, accessories and licence, in more than one market at once. Revenue comes from the breadth of the estate.

03

Sell through our own channel

Licensing alone leaves a brand at the mercy of whoever holds the licence. Selling direct shows us what actually moves, and every licence gets negotiated from proof.

One platform, many brands. Shared services and a channel of our own turn each acquisition into a margin-expanding, multiple-expanding asset. The structure is proven; the channel is what has been missing.

The Zoo York x Supreme 2019 capsule jersey
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The Culture Thesis

Authentic culture,
built into a billion-dollar exit.

Eli Gesner co-designed Phat Farm at its 1992 launch. A year later he reunited with his SHUT Skates collaborators Rodney Smith and Adam Schatz to build Zoo York, skate culture, graffiti, and hip-hop from the same downtown scene, a year before Supreme opened its doors a few blocks away.

Harold Hunter, Zoo York's most visible rider, was among Supreme's first employees at the original Lafayette Street store. As Gesner put it: “All of us at Zoo and Supreme, we all grew up together before Zoo and Supreme. This is like our comrades in arms.” Same scene, same generation, two brands.

Simmons proved the commercial engine could sell that authenticity at hip-hop scale. Gesner, Smith, and Hunter are the reason it was authentic in the first place. That distinction is the whole thesis: we are not buying a logo, we are buying back into the scene that built it.

$2.1B

VF Corp's 2020 purchase price for Supreme, Zoo York's direct scene contemporary. Resold to EssilorLuxottica for $1.5B in 2024.

A Zoo York x Supreme shirt

Supreme is not an owned or affiliated asset. Cited as a scene comparable, not a projection of Zoo York's value.

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The Portfolio, By The Numbers

Four targets,
one financial case.

BrandStatusHistorical peakEntry costYr 3 modeled wholesale
AvirexActive, 2026 relaunch evidenceNot yet resolved$24-25M indicative, unverified$20M
Phat FarmDormant, licensing inquiries only$615M (2003, house-wide)$5-15M rumored, unverified$18M
Baby PhatActive, independent (Kimora Lee Simmons, 100%)$265M/yr (2002 peak)Target about 50% stake, internal thesis only$30M
Zoo YorkActive, Iconix-owned, newly refinanced$150M retail (2012 era)No price target set$22M

Year 3 wholesale is a top-down modeling estimate, deliberately conservative against each brand's historical peak (3-11% of peak by Year 3), not a bottom-up forecast from signed licensee commitments, none of which exist yet. Feeds the royalty ARR model at a 7.5% blended rate.

Entry costs and Baby Phat's deal structure remain unverified externally. Every brand above is a defined target, not an owned asset.
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The Portfolio · Target Profiles

Five marks.
Five paper trails.

ALIFE x Puma wheatpaste wall, Rivington Street

Zoo York

SKATE · 1993

Co-founded by Eli Gesner, Rodney Smith, and Adam Schatz a year after Gesner co-designed Phat Farm, with Harold Hunter as its face on the Lower East Side skate scene. Wholly owned by Iconix Brand Group since 2011.

Deal read: targeting $2M-$5M, relationship-led through Iconix, not cold outreach.

Background ↗

ALIFE

DOWNTOWN · 1999

Grew out of the Alife Rivington Club sneaker boutique on the Lower East Side and defined 2000s downtown NYC streetwear. Global trademark rights acquired by Fila Holdings (now Misto Holdings) in 2022; Cristofaro and Hill continue as the operating/creative team.

Background ↗

Phat Farm

FLAGSHIP · 1992

Co-designed by Eli Gesner in 1992; Russell Simmons built it into the label that bridged hip-hop and preppy Americana, peaking near $615M across the Phat Fashions house in 2003. Sold to Kellwood for $140M in 2004; the mark is now held by Phat Farm Holding Company LLC.

Deal read: targeting $5M-$15M for the mark.

Background ↗

Baby Phat

WOMEN'S · 1999

Kimora Lee Simmons' sister label to Phat Farm, credited with bringing Y2K glamour to streetwear. Simmons reacquired and relaunched the brand, with a Kimora-fronted docuseries premiering December 2025.

Deal read: targeting a about 50% stake alongside Simmons, not a full buyout.

Background ↗

Avirex

LEAD · 1975

Military-heritage flight-jacket maker turned 90s hip-hop status symbol, worn by Biggie, Nas, and Method Man. Founder Jeff Clyman sold the brand in 2006; U.S. rights now sit with Centric Brands.

Deal read: lead target, about $24-25M for 100%, most active in the pipeline.

Background ↗

Extended pipeline: 10.Deep, Hood By Air, Crooks & Castles, and additional heritage labels under review.

Logos and ownership histories shown for identification only. Every brand above is a defined acquisition target, not an owned asset. Current ownership and availability are to be confirmed in diligence.

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Flagship · The Proof of Concept

Phat Farm

Eli Gesner co-designed Phat Farm at its 1992 launch, and Russell Simmons built it into the brand that bridged hip-hop culture and preppy Americana, one of the most recognized names in the history of urban fashion.

Phat Farm is our flagship relaunch and the proof of concept for the entire platform. It validates the model: acquire an iconic dormant brand, relaunch it through our shared engine, and distribute it through owned channels.

Three years later, Jay-Z and Damon Dash built Rocawear on that same commercial playbook. It reached roughly $700M in sales, and Iconix bought it outright for $204M in 2007, the same Iconix that owns Zoo York today.

$615M

Phat Fashions house peak revenue (Phat Farm, Baby Phat, Phat Farm Boys), 2003.

$5-15M

Our targeted acquisition price for the Phat Farm mark today.

2003 figure covers the full Phat Fashions house, not Phat Farm alone; sold to Kellwood for $140M in 2004. Historical figures under prior ownership, not a projection of future performance.
A skater with a Nas-graphic skateboard
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Lead Target · Correction Pending Diligence

Avirex

Military-heritage leather since 1975, and a 1990s hip-hop status symbol worn by Biggie, Nas, and Method Man. It is also the most active conversation in our pipeline today.

Unresolved conflict: the original private tip described roughly $12M a year in warehouse-only sales, no retail or marketing. Public 2026 evidence contradicts that directly: a Wrangler x Avirex limited-edition collaboration (March 2026), a new Mercer Street NYC flagship store, a named president (Andrew Berg) still in seat, and a new seasonal collection (January 2026). The polished, actively expanding brand and the cheap, distressed shell cannot both be true. Centric Brands has been acquiring, not divesting, in 2026.

$24-25M

Indicative price, unverified. Get inside the real numbers in diligence before this is used with investors.

Both the private tip and the contradicting public evidence are documented. Resolve before pricing, this is the lead target.
An Avirex leather jacket, 1990s
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Target · Entry Thesis Updated

Zoo York

NYC's original skate-culture mark since 1993, wholly owned by Iconix Brand Group, and the direct scene contemporary of a Supreme that just sold for $1.5B.

Co-founded by Eli Gesner, Rodney Smith, and Adam Schatz a year after Gesner co-designed Phat Farm, with Harold Hunter as its face on the Lower East Side skate scene. Our CCO, Kevin Saer Leong, is inside Iconix today reviving Rocawear, the same relationship that puts Zoo York within reach.

What changes: Iconix is mid-refinancing its Apollo credit facility, expected complete January 2026, specifically to free Zoo York’s IP from a legacy 2012 securitization, and has landed two new collaborations since (Zoo York x Zara kidswear, Dec 2025; Zoo York x Bershka, Sept 2026). Expect a live, appreciating asset in negotiation, not a distressed one.

$2-5M

Targeted acquisition price, negotiated through the Iconix relationship, not cold outreach.

Zoo York remains a defined acquisition target, not an owned asset. Entry timing and terms should be revisited against the Apollo refinancing before negotiations start.
Supreme skateboards, Zoo York's scene contemporary
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Target · Reacquired & Relaunched

Baby Phat

Kimora Lee Simmons' Y2K glamour label, already reacquired and relaunched by its own founder, with a Kimora-fronted docuseries premiering December 2025.

The sister label to Phat Farm, credited with bringing Y2K glamour to streetwear. Simmons repurchased the brand from its prior corporate owners and has run it independently since. We are targeting a stake alongside her, not a full buyout.

$5M

Targeted investment for a stake alongside Simmons, not a full buyout.

Baby Phat is independently held by its founder and is not for sale outright. Terms, structure, and availability of a minority stake are to be confirmed in diligence.
Backstage at a Y2K-era fashion show
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Target · Trademark Held by Misto

ALIFE

The Lower East Side sneaker-and-streetwear label that defined 2000s downtown NYC style, its global trademark now held by Fila's parent company.

Grew out of the Alife Rivington Club sneaker boutique. Global trademark rights were acquired by Fila Holdings (now Misto Holdings) in 2022; founders Rob Cristofaro and Treis Hill continue as the operating and creative team.

2022

Year Fila Holdings (now Misto Holdings) acquired ALIFE's global trademark rights. No acquisition price set; terms TBD.

ALIFE's trademark sits with a large multi-brand holding company, not an independent founder. Approach and terms are to be confirmed in diligence.
Drake performing at Alife's venue
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The Platform · What We Have Built

An operator, ready to
execute on close.

Shameless Brands is pre-acquisition by design. We are raising to buy. What we bring to the table today is the hard part most roll-ups lack: the team, the channel, and the sourced pipeline to execute the moment capital lands.

Sourced pipeline

Five defined heritage targets plus an extended list, identified and actionable now, while they are available and undervalued.

Assembled team

A sales and showroom team already built and ready to deploy across the portfolio from day one.

Owned distribution

A culture-commerce live-shopping channel in build, designed to sell the portfolio direct.

Operator relationships

Direct access to brand ownership, culture, and collaborators that a financial buyer cannot replicate.

Shared engine

One design, production, and marketing capability spread across every brand we acquire.

Platform economics

Every added brand gets cheaper to operate. Shared services are the margin story.

Streetwear styling, NYC
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Revenue Model

Five ways every
brand earns.

Wholesale

Showroom and sales team place product into retail doors.

Direct to consumer

Owned ecommerce for each brand at full margin.

Licensing

Heritage names license across categories and territories.

Collaborations

Capsule drops and marquee partnerships at premium prices.

Live shopping

GMV and take rate from our owned live-shopping channel across the full portfolio.

Each brand runs all five streams on the same shared platform. Revenue compounds as brands are added, while cost per brand falls.

NYC bodega culture, streetwear styling
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Pro Forma · Base Case

The ramp,
Year 1 to Year 3.

MetricYear 1Year 2Year 3
Licensee wholesale volume$27M$54M$90M
Royalty ARR (7.5% blended)$2.0M$4.1M$6.75M
Royalty MRR, year-end run rate$170K$340K$560K
EBITDA margin18%35%50%
EBITDA$360K$1.4M$3.4M

Assumes 2-3 category licensees per brand at maturity and a 7.5% blended royalty rate. Sensitivity on Year 3 royalty ARR: $4.7M low case (80% of base wholesale volume, 6.5% rate) to $10.5M high case (130% of base wholesale volume, 9% rate).

Shameless Brands is pre-revenue as a holding company today. Every figure above is a model built on the licensee royalty structure, not historical financials.
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Risk & Mitigation

Why this isn't
Iconix 2.0.

What actually broke at Iconix

Its 2021 collapse into a about $585M private sale followed SEC fraud charges: round-trip transactions inflating 2014 revenue and concealed brand impairments over $239M. A licensing-model failure would look different; this was an accounting and governance failure.

The real structural weakness

Iconix's revenue depended on the solvency of a small number of concentrated licensees per brand. When a licensee couldn't sell through or pay its GMR, Iconix had no operating channel of its own to fall back on.

Our mitigant

License each brand to multiple, diversified category operators from the start, apparel, footwear, eyewear kept separate, so no single licensee failure takes down a brand's royalty stream.

Supporting precedent

Centric Brands, an operator not an IP holder, filed Chapter 11 in 2020 when the pandemic hit sell-through. The shock landed on the manufacturing and retail layer, not the trademark layer, exactly the layer Shameless Brands stays out of.

Iconix's own CEO was convicted and served 18 months. This slide names that directly rather than hoping the objection doesn't come up.
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Comparable Transactions

Precedent for the
exit math.

Authentic Brands Group

Grew from about $1M (2010) to $489M revenue (2020) on the same GMR-heavy licensing model; GMRs were 83% of total revenue that year.

Marquee Brands, 2025

Acquired Stance and Laura Ashley with a category licensee (United Legwear) already lined up before close. The sequencing this raise mirrors.

Iconix, for contrast

Taken private by Lancer Capital for about $585M in 2021, down from a $2B-plus mid-2010s market cap, on governance failure, not the model. See Risk & Mitigation.

No clean 2024-2026 precedent was found for a new, small entrant raising capital at this scale specifically to relicense heritage streetwear trademarks. Flagged, not filled with an invented comparable.
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Roll-Up Economics · Illustrative

Buy low, build,
compound.

StageWhat happensValue lever
AcquirePurchase dormant heritage brands at low multiples.Enter at a discount to cultural value.
RelaunchRebuild product, brand, and demand on the shared engine.Revenue growth and brand equity.
DistributeSell direct through our owned channel and wholesale through the showroom.Margin expansion, owned customer.
ConsolidateAdd brands to the same platform, spread fixed costs.Platform margin, portfolio scale.
RealizePortfolio commands a strategic multiple as a category leader.Multiple expansion at exit.

The same discipline that built the great luxury houses: acquire undervalued heritage, invest in the brand, control distribution, and let the portfolio compound.

Illustrative framework. Not a forecast. All figures subject to diligence.
NYC skate culture, 1990s
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The Ask · Sources and Uses

Where the
$50M goes.

UseAllocationDetail
Acquisition down payments35% · $17.5MPhat Farm and/or Baby Phat plus Avirex first, per agreed sequencing.
Sample & tech-pack production13% · $6.5MKevin's small-batch, high-quality tier, seeding demand before mass-market scale.
Sales & licensing team build-out15% · $7.5MRecruiting and managing category operators.
Marketing & brand relaunch12% · $6.0MLaunch campaigns and capsule-drop support for each relaunched brand.
Executive salaries10% · $5.0MCore leadership team through the initial build-out period.
Working capital reserve10% · $5.0MRunway while royalty revenue ramps, per the Pro Forma.
Contingency5% · $2.5MDiligence overruns, deal costs.
Directional allocation. Needs a real costed pass once Avirex's actual numbers and Baby Phat's deal structure are resolved.
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The Ask · Use of Funds

Two ways in

$20M

PLATFORM ROUND

Acquire the flagship and a second anchor brand, relaunch through the shared engine, stand up the live-shopping channel, and deploy the team. Proves the model.

Anchor acquisitions · 45%
Relaunch & inventory · 30%
Channel buildout · 12%
Team & operations · 8%
Working capital · 5%
$50M

FULL ROLL-UP

Acquire the full target set and relaunch each brand through licensed category operators, backed by the sales, production, and marketing built to support them. Builds the category leader.

Acquisition down payments · 35%
Sales & licensing team · 15%
Sample & tech-pack production · 13%
Marketing & brand relaunch · 12%
Executive salaries · 10%
Working capital reserve · 10%
Contingency · 5%
Allocations are illustrative and subject to final structuring and diligence.
An Avirex USA leather jacket
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The Vision

Build the LVMH
of streetwear.

The culture built these brands. We are the operator that brings them back, puts them under one roof, and sells them direct to the world that never stopped loving them.

Gregory Keith Jones
Chief Executive Officer
Shameless Brands · A Carbon Media Capital Partners company
gkj@cmcp.llc
Kevin Saer Leong
Chief Creative Officer
Shameless Brands · A Carbon Media Capital Partners company
yks@cmcp.llc
A live hip-hop show
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