Invest in Ember Fund

There is no guarantee of a return on an Investor’s investment.
There is no assurance that an Investor will realize a recurrence on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits cautiously and should consult with their lawyer and business adviser anterior to making any investing decision .
While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.
Upon the happening of certain events, as provided in the Securities, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right can not be guaranteed if the ship’s company does not have sufficient liquid assets on hand. therefore, potential Investors should not assume a guarantee return of their investing sum .
In the event of the dissolution or bankruptcy of the Company, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.
In the event of the adjournment or bankruptcy of the Company, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all of the creditors and more senior security holders, including any holders of prefer lineage, have been paid in wax. Neither holders of the Securities nor holders of CF Shadow Securities can be guaranteed any proceeds in the event of the dissolving or bankruptcy of the Company .
There is no present market for the Securities and we have arbitrarily set the price.
The Offering price was not established in a competitive market. We have randomly set the price of the Securities with mention to the general status of the securities market and early relevant factors. The Offering price for the Securities should not be considered an indication of the actual rate of the Securities and is not based on our asset measure, internet worth, revenues or other established criteria of prize. We can not guarantee that the Securities can be resold at the Offering price or at any other price.

A Crowd SAFE holder may lose their right to any appreciation or return on investment due to defaulting on certain notice and require action requirements in such Crowd SAFE; failure to claim cash set aside in this case may result in a total loss of principal.
The Crowd SAFE offered requires a holder to complete, execute and deliver any fair or necessity information and software documentation requested by the Company or the Intermediary in order to effect the conversion or result of the Crowd SAFE, in association with an Equity Financing or Liquidity Event, within thirty ( 30 ) calendar days of receipt of notice ( whether actual or constructive ) from the Company. failure to make a timely action may result in the Company declare that the Investor is lone eligible to receive a cash payment peer to their buy Amount ( or a lesser come in certain events ). While the Company will set aside such payment for the investor, such payment may be subject to escheatment laws, resulting in a total loss of principal if the Investor never claims their payment .
Equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Company at the time of conversion.
In the consequence the Company decides to exercise the conversion right field, the Company will convert the Securities into equity securities that are materially unlike from the equity securities being issued to new investors at the time of conversion in many ways, including, but not restrict to, liquidation preferences, dividend rights, or anti-dilution security. additionally, any equity securities issued at the First Equity Financing Price ( as defined in the Crowd SAFE agreement ) shall have alone such preferences, rights, and protections in proportion to the First Equity Financing Price and not in proportion to the price per plowshare paid by new investors receiving the fairness securities. Upon conversion of the Securities, the Company may not provide the holders of such Securities with the lapp rights, preferences, protections, and other benefits or privileges provided to other investors of the Company. The renunciation paragraph is lone a drumhead of a dowry of the conversion feature of the Securities ; it is not intended to be complete, and is qualified in its entirety by mention to the fully text of the Crowd SAFE agreement, which is attached as Exhibit C .
Equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.
The Company ’ s fairness securities will be capable to dilution. The Company intends to issue extra equity to employees and third-party financing sources in amounts that are uncertain at this fourth dimension, and as a consequence holders of equity securities resulting from the conversion of the Securities will be subject to dilution in an unpredictable amount. such dilution may reduce the Investor ’ s control and economic interests in the Company. The amount of extra finance needed by the Company will depend upon several contingencies not foreseen at the time of this offer. generally, extra financing ( whether in the form of loans or the issue of early securities ) will be intended to provide the company with enough capital to reach the next major corporate milestone. If the funds received in any extra financing are not sufficient to meet the Company ’ second needs, the company may have to raise extra capital at a price unfavorable to their existing investors, including the holders of the Securities. The handiness of capital is at least partially a function of capital market conditions that are beyond the see of the Company. There can be no assurance that the Company will be able to accurately predict the future capital requirements necessary for success or that extra funds will be available from any source. failure to obtain financing on favorable terms could dilute or otherwise hard impair the value of the Securities. In addition, the Company has certain equity grants and convertible securities great. Should the Company accede into a financing that would trigger any conversion rights, the converting securities would farther dilute the fairness securities receivable by the holders of the Securities upon a qualifying finance .
The Company may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.
The company may never conduct a future equity finance or elect to convert the Securities if such future fairness finance does occur. In addition, the party may never undergo a fluidity event such as a sale of the Company or an initial public volunteer. If neither the conversion of the Securities nor a fluidity consequence occurs, Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary coil market on which to sell them. The Securities are not fairness interests, have no ownership rights, have no rights to the Company ’ randomness assets or profits and have no vote rights or ability to direct the Company or its actions .
Investors will be unable to declare the Security in “default” and demand repayment.
Unlike convertible notes and some other securities, the Securities do not have any “ default ” provisions upon which Investors will be able to demand refund of their investing. The ship’s company has ultimate delicacy as to whether or not to convert the Securities upon a future equity finance and Investors have no right to demand such conversion. merely in limited circumstances, such as a fluidity event, may Investors demand requital and even then, such payments will be limited to the measure of cash available to the Company .
Investors will not be entitled to any inspection or information rights other than those required by law.
Investors will not have the right to inspect the books and records of the Company or to receive fiscal or early information from the Company, early than as required by jurisprudence. early security holders of the Company may have such rights. regulation CF requires only the provision of an annual report on Form C and no extra information. additionally, there are numerous methods by which the company can terminate annual composition obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This miss of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic fiscal statements and updates from the Company such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things .
Investors will not have voting rights, even upon conversion of the Securities into CF Shadow Securities. Upon the conversion of the Securities into CF Shadow Securities (which cannot be guaranteed), the holders of the CF Shadow Securities will be required to enter into a proxy with the Intermediary or its designee to ensure any statutory voting rights are voted in tandem with the majority holders of whichever series of securities the CF Shadow Securities follow.
Investors will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities ( the happening of which can not be guaranteed ). Upon such conversion, the CF Shadow Securities will have no vote rights and, in circumstances where a statutory mighty to vote is provided by state law, the CF Shadow Security holders are required to enter into a proxy agreement with the Intermediary or its designee to vote their CF Shadow Securities with the majority of the holder ( mho ) of the securities issued in the round off of equity finance that triggered the conversion correct. For exemplar, if the Securities are converted in joining with an propose of Series B Preferred Stock, Investors would receive CF Shadow Securities in the form of shares of Series B-CF Shadow Preferred Stock and would be required to enter into a proxy that allows the Intermediary or its designee to vote their shares of Series B-CF Shadow Preferred Stock reproducible with the majority of the Series B Preferred Stockholders. Thus, Investors will basically never be able to vote upon any matters of the Company .
Investors will not become equity holders until the Company decides to convert the Securities into “CF Shadow Securities” (the type of equity securities issuable upon conversion of the Securities) or until there is a change of control or sale of substantially all of the Company’s assets.
Investors will not have an ownership claim to the company or to any of its assets or revenues for an indefinite measure of meter and depending on when and how the Securities are converted, the Investors may never become equity holders of the Company. Investors will not become equity holders of the Company unless the Company receives a future round of finance big enough to trigger a conversion and the Company elects to convert the Securities into CF Shadow Securities. The company is under no obligation to convert the Securities into CF Shadow Securities. In certain instances, such as a sale of the Company or well all of its assets, an initial public propose or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, preferably than equity in the Company .
Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.
In connection with investing in this offer to purchase a Crowd SAFE ( Simple Agreement for Future Equity ) investors will designate Republic Investment Services LLC ( f/k/a NextSeed Services, LLC ) ( “ Nominee ” ) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any vote rights ( if any ) conferred upon the holder of a Crowd SAFE or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Crowd SAFE, and as separate of the conversion process the Nominee has the authority to open an score in the name of a qualify custodian, of the Nominee ’ s sole free will, to take custody of any securities acquired upon conversion of the Crowd SAFE. Thus, by participating in the offer, investors will grant across-the-board discretion to a third party ( the Nominee and its agents ) to take versatile actions on their behalf, and investors will basically not be able to vote upon matters related to the administration and affairs of the Company nor take or effect actions that might differently be available to holders of the Crowd SAFE and any securities acquired upon their conversion. Investors should not participate in the propose unless he, she or it is uncoerced to waive or assign sealed rights that might otherwise be afforded to a holder of the Crowd SAFE to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security .
The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.
You should be aware of the long-run nature of this investment. There is not now and probable will not ever be a public marketplace for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any express or alien legal power, the Securities have transfer restrictions and can not be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not presently contemplated that adjustment under the Securities Act or early securities laws will be effected. Limitations on the transportation of the Securities may besides adversely affect the price that you might be able to obtain for the Securities in a secret sale. Investors should be mindful of the long-run nature of their investment in the Company. Each investor in this offer will be required to represent that they are purchasing the Securities for their own history, for investment purposes and not with a position to resale or distribution thence .
The Company has the right to conduct multiple closings during the Offering.
If the Company meets certain terms and conditions, an intermediate close of the extend can occur, which will allow the Company to draw down on seventy percentage ( 70 % ) of the proceeds committed and captured in the put up during the relevant period. The company may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intercede close occurs and by and by a material change occurs as the offer continues, Investors whose investment commitments were previously closed upon will not have the properly to re-confirm their investment as it will be deemed to have been completed anterior to the substantial deepen .
The Company may also end the Offering early.
If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the company can end the offer by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your bankruptcy to participate in the offer in a timely manner, may prevent you from being able to invest in this offer – it besides means the company may limit the total of capital it can raise during the offer by ending the Offering early .
The Company has the right to extend the Offering Deadline.
The Company may extend the Offering Deadline beyond what is presently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the correct to cancel your investing in the event the Company extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing pastime during this time and will simply be held until such time as the fresh Offering Deadline is reached without the Company receiving the Target Offering Amount, at which time it will be returned to you without interest or subtraction, or the Company receives the Target Offering Amount, at which clock it will be released to the company to be used as jell forth herein. Upon or soon after the passing of such funds to the Company, the Securities will be issued and distributed to you .
The Company has the right to limit individual Investor commitment amounts based on the Company’s determination of an Investor’s sophistication.
The company may prevent any Investor from committing more than a certain come in this offer based on the Company ’ south decision of the Investor ’ s edification and ability to assume the risk of the investing. This means that your craved investment amount may be limited or lowered based entirely on the Company ’ s determination and not in line with relevant investment limits set away by the Regulation CF rules. This besides means that early Investors may receive larger allocations of the Offering based entirely on the Company ’ second determination .
The Company’s management may have broad discretion in how the Company uses the net proceeds of the Offering.
Unless the Company has agreed to a specific manipulation of the proceeds from the offer, the Company ’ south management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as separate of your investment decision, to assess whether the proceeds are being used appropriately .
Neither the Offering nor the Securities have been registered under federal or state securities laws.
No governmental means has reviewed or passed upon this offer or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in register offerings, which may include access to quarterly and annual fiscal statements that have been audited by an freelancer account tauten. Investors must therefore assess the sufficiency of disclosure and the comeliness of the terms of this Offering based on the data provided in this Form C and the accompanying exhibits .
The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.
You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission ’ s EDGAR filing organization as an approval, endorsement or guarantee of submission as it relates to this offer. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this offer .
State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.
The Company has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a woo or regulative body with the want legal power ever concluded that the company may have violated department of state or union securities laws, any such trespass could result in the Company being required to offer recission rights to investors in such offer. If such investors exercised their recission rights, the Company would have to pay to such investors an measure of funds equal to the purchase price paid by such investors plus matter to from the date of any such buy. No assurances can be given the Company will, if it is required to offer such investors a recission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts. In summation, if the Company violated federal or state of matter securities laws in connection with a anterior offer and/or sale of its securities, federal or country regulators could bring an enforcement, regulative and/or other legal action against the Company which, among other things, could result in the Company having to pay solid fines and be prohibited from selling securities in the future .
We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.
We are besides submit to a wide stove of federal, state, and local laws and regulations, that include, but are not limited to, consumer protective covering, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going advancing. The misdemeanor of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease-and-desist order against the subject operations or tied revocation or suspension of our license to operate the subject business. As a consequence, we have incurred and will continue to incur capital and operational expenditures and other costs to comply with these requirements and laws and regulations .
The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.
The Company may not have the inner command infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held ( non-public ) company, the Company is presently not subject to the Sarbanes Oxley Act of 2002, and its fiscal and disclosure controls and procedures reflect its condition as a development degree, non-public company. There can be no guarantee that there are no meaning deficiencies or material weaknesses in the quality of the Company ’ s fiscal and disclosure controls and procedures. If it were necessary to implement such fiscal and disclosure controls and procedures, the cost to the Company of such complaisance could be substantial and could have a material adverse effect on the Company ’ s results of operations.

Read more: Forum Policy

The use of individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.
The regulation of individual data is changing quickly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business exemplary to no long be viable. Costs associated with information security – such as investment in technology, the costs of conformity with consumer protection laws and costs resulting from consumer imposter – could cause our business and results of operations to suffer materially. additionally, the achiever of our online operations depends upon the secure transmittance of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, clientele associates or third gear parties may undermine our security measures. As a solution, unauthorized parties may obtain access to our data systems and embezzle confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customer transaction march capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third gear parties were to occur, it could have a corporeal adverse impression on our repute, operating results and fiscal stipulate. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to extra legal gamble .
Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.
Our business requires the collection, transmission and retentiveness of personally identifiable information, in respective information engineering systems that we maintain and in those maintained by third gear parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant extra investments or time in order to do thus. A transgress in the security of our information engineering systems or those of our service providers could lead to an pause in the operation of our systems, resulting in operational inefficiencies and a loss of profits. additionally, a significant larceny, loss or misappropriation of, or access to, customers ’ or early proprietorship data or other breach of our information technology systems could result in fines, legal claims or proceedings .
Our business could be negatively impacted by cyber security threats, attacks and other disruptions.
We continue to face promote and haunting attacks on our information infrastructure where we manage and store diverse proprietorship information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware ( viruses, worms, and other malicious software programs ) and phishing emails that attack our products or otherwise feat any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and embezzle or compromise our confidential information or that of our customers or early third-parties, create system disruptions, or cause shutdowns. additionally, sophisticate software and applications that we produce or procure from third-parties may contain defects in design or fabricate, including “ bugs ” and other problems that could unexpectedly interfere with the process of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee larceny or misuse, might disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and operation delays, which in turning could adversely affect our business .
Damage to our reputation could negatively impact our business, financial condition and results of operations.
Our reputation and the timbre of our post are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our trade name could significantly reduce its value and damage our business. We may be adversely affected by any negative promotion, regardless of its accuracy. besides, there has been a mark addition in the habit of social media platforms and alike devices, including blogs, social media websites and early forms of internet-based communications that provide individuals with access to a broad consultation of consumers and other interested persons. The handiness of information on sociable media platforms is about contiguous as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The damage may be immediate and may disseminate quickly and broadly, without affording us an opportunity for redress or discipline .
The Company is subject to the risk of possibly becoming money services business under U.S. Bank Secrecy Act and other federal laws.
Under U.S. federal jurisprudence, money services businesses must register with the Department of the Treasury. There is a risk that the Company could meet the definition of money services business and be required to register with FinCEN. Money sender falls within the definition of money services business and is defined as a person that provides money transmission services, or any early person engaged in the transfer of funds. If it were established that the Company were a money sender, there would be a risk, among other material adverse consequences, that it could become subject to monetary penalties or injunctive relief, or both, in an action brought by the SEC or the FINRA, that the Company may be unable to enforce contracts with third base parties or that third parties could seek to obtain recission of transactions with the Company undertake during the period it was established that the Company was an unregistered money services business. If it were established that the Company were a money services business, this would have a material adverse effect on its clientele and fiscal operations and its ability to continue as a going concern. The Company, based on the facts and circumstances of its business mannequin and guidance from the U.S. Department of Treasury, does not believe it is a money services business as defined. The prevailing reason for the Company ’ randomness opinion is that the company does not act as a fiscal mediator in transactions, customers of the Company have full mugwump control of their digital assets at all times, and the customer ’ randomness digital assets is not custodied by the Company .
The Company’s Bitcoin Rewards Program could potentially create tax implications for the Company and its clients.
The Company presently has a daily rewards program whereby clients may receive Bitcoin every 24 hours by reading provided substantial concerning cryptocurrency, and the Company besides offers rewards for customer referrals and other promotions. All clients receive their rewards via an “ airdrop ” of the leave Bitcoin tokens. While the current consensus is that reception of an airdrop of Bitcoin will be treated as income, the Internal Revenue Service ( IRS ) has not yet provided explicit steering on how airdrops of cryptocurrency are to be taxed, and taxation of Bitcoin airdrops may be subject to regulative change in the future in ways that might affect adversely affect the Company and its clients .
The Company is subject to the risk of possibly becoming subject to New York State’s requirement of a Virtual Currency Business Activity License or becoming subject to other state licensing requirements.
On June 3, 2015, New York State Department of Financial Services ( “ NYDFS ” ) issued its comprehensive regulative scheme for digital currentness businesses, called the “ BitLicense. ” The BitLicense dodge requires most businesses involved in digital currentness transactions in or involving New York, excluding merchants and consumers, to apply for a license from the NYDFS and to comply with anti-money launder, cyber security, consumer protection, and fiscal and coverage requirements, among others. other states have alike regimes ( for example, a bill in California would have imposed a similar regimen, although the circular was shelved ), or have required virtual currency businesses to register with their states as money transmitters, which results in virtual currentness businesses being subject to requirements exchangeable to those of NYDFS ’ south BitLicense regimen. Certain country regulators, such as Texas Department of Banking and Kansas Office of State Bank Commissioner, have found that bitcoins do not constitute money, and that mere infection of bitcoin does not constitute money infection requiring licensure. The North Caroline Commissioner of Banks has issued guidance providing that North Carolina ’ s money transmission regulations only apply to transmission of virtual currentness and not its habit. One June 28, 2014, the Governor of the State of California signed into jurisprudence a bill that removed state-level prohibitions on the use of alternative forms of currentness or respect. The bill indirectly authorizes habit of bitcoins as an alternative form of money in the country. The inconsistency in applying money convey licensure requirements to certain virtual currency businesses may make it more difficult for virtual currentness businesses to provide services, which may affect consumer borrowing of virtual currencies and their prices, which may negatively impact the measure of the Company and/or its securities .
The Company is subject to the risk of possibly becoming an investment advisor under the Investment Advisers Act.
The Investment Advisers Act is a U.S. federal law that defines the character and responsibilities of an investment advisor/adviser. section 202 ( a ) ( 11 ) of the Investment Advisers Act defines an investment adviser as any person or firm that : ( 1 ) for compensation ; ( 2 ) is engaged in the business of ; ( 3 ) providing advice to others or issuing reports or analyses regarding securities. A person must satisfy all three elements to fall within the definition of “ investment adviser. ” As a result of a dowry of the Company ’ sulfur operations, specifically as it relates to curating portfolios of digital assets, the Company runs the risk of unwittingly becoming an investment adviser, which would require the Company to register under the Investment Advisers Act. Registered advisers are subject to extensive, restrictive and potentially adverse regulations. Registered investing advisers are not permitted to operate their business in the manner in which the Company operates its clientele. If it were established that the Company were an investing ship’s company, there would be a risk, among early material adverse consequences, that it could become national to monetary penalties or injunctive relief, or both, in an action brought by the SEC, that the Company would be unable to enforce contracts with third parties or that third parties could seek to obtain recission of transactions with the Company undertake during the time period it was established that the Company was an unregistered investment adviser. If it were established that the Company were an investing adviser, this would have a material adverse effect on its business and fiscal operations and its ability to continue as a going concern. The Company, based on the facts and circumstances of its occupation model, does not believe it is an investment adviser as defined within the Investment Advisers Act. The prevailing reason for the Company ’ s scene is that the company is not engaged in the clientele of providing advice to others or issuing reports or analyses regarding securities for compensation .
The Company is subject to the risk of possibly becoming a broker dealer under the Securities Exchange Act.
The Securities Exchange Act regulates certain companies that engage in the business of effecting transactions in securities for the account of others or for their own account. broke dealers are topic to extensive, restrictive and potentially adverse regulations relating to, among other things, operating methods, leverage, management, capital structure, dividends and transactions with affiliates. If it were established that the Company were a agent dealer under the Securities Exchange Act, there would be a gamble, among other material adverse consequences, that it could become discipline to monetary penalties or injunctive easing, or both, in an action brought by the SEC or the FINRA, that the Company may be unable to enforce contracts with third parties or that third base parties could seek to obtain recission of transactions with the Company contract during the period it was established that the Company was an unregistered broker dealer. If it were established that the Company were a agent dealer, this would have a material adverse effect on its business and fiscal operations and its ability to continue as a going concern. The Company, based on the facts and circumstances of its business model, does not believe it is a broke dealer as defined under the Securities Exchange Act. The overriding reason for the Company ’ second opinion is that the Company is not engaged in the occupation of effecting transactions in securities for its own account or for the account of others .
The Company is subject to the risk of possibly becoming an investment company under the Investment Company Act.
The Investment Company Act regulates certain companies that invest in, hold or trade securities. As a result of the Company ’ south business operations, it runs the gamble of unwittingly becoming an investment company, which would require the Company to register under the Investment Company Act. Registered investing companies are topic to extensive, restrictive and potentially adverse regulations relating to, among early things, operating methods, leverage, management, capital structure, dividends and transactions with affiliates. Registered investing companies are not permitted to operate their business in the manner in which the Company operates its commercial enterprise, nor are registered investment companies permitted to have many of the relationships that the Company has with its consort companies. If it were established that the Company were an investment company, there would be a gamble, among other material adverse consequences, that it could become discipline to monetary penalties or injunctive easing, or both, in an carry through brought by the SEC, that the Company would be unable to enforce contracts with third parties or that third base parties could seek to obtain recission of transactions with the Company undertake during the period it was established that the Company was an unregistered investing ship’s company. If it were established that the Company were an investment company, this would have a material adverse effect on its business and fiscal operations and its ability to continue as a going concern. The Company, based on the facts and circumstances of its business exemplary, does not believe it is an investment ship’s company as defined within the Investment Company Act. The overriding reason for the Company ’ mho view is that the Company is not in the business of investing, reinvesting, owning, holding, or trade in securities .
Company’s business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, technology, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to the Company’s business practices, increased cost of operations or otherwise harm the Company’s business.
The Company is subject to a diverseness of laws and regulations in the United States and afield that involve matters central to its business, including exploiter privacy, blockchain engineering, agent dealer, datum protection and intellectual place, among others. Foreign data protection, privacy, agent dealer and other laws and regulations are much more restrictive than those in the United States. These U.S. union and state and extraneous laws and regulations are constantly evolving and can be subject to significant change. In addition, the lotion and interpretation of these laws and regulations are frequently uncertain, peculiarly in the new and quickly evolving industry in which the company operates. The Company has adopted policies and procedures designed to comply with these laws. The growth of its business and its expansion outside of the United States may increase the likely of violating these laws or its home policies and procedures. The hazard of the Company ’ randomness being found in trespass of these or early laws and regulations is far increased by the fact that many of them have not been fully interpreted by the regulative authorities or the courts, and are open to a assortment of interpretations. Any action brought against the company for violation of these or other laws or regulations, tied if the Company successfully defends against it, could cause the Company to incur meaning legal expenses and divert its management ’ randomness attention from the operation of its business. If the Company ’ mho operations are found to be in misdemeanor of any of these laws and regulations, the company may be subject to any applicable penalty associated with the irreverence, including civil and criminal penalties, damages and fines, the Company could be required to refund payments received by it, and it could be required to curtail or cease its operations. Any of the forfeit consequences could seriously harm its business and its fiscal results. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative promotion, increase its engage costs, require significant management time and attention, and subject the ship’s company to claims or other remedies, including fines or demands that the Company modifies or ceases existing business practices .
Changes in government regulation of Internet companies could adversely impact our business.
The Company is subject to legislation and regulation at the union and local levels and, in some instances, at the state charge. The Federal Communications Commission and/or United States Congress may attempt to change the classification of or change the means that our online content platforms are regulated and/or change the framework under which Internet serve providers are provided condom Harbor for claims of copyright misdemeanor, inaugurate changes to how digital advertise is regulated and consumer information is handled, changing rights and obligations of our competitors. We expect that motor hotel actions and regulative proceedings will continue to refine our rights and obligations under applicable federal, submit and local laws, which can not be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business .
Although dependent on certain key personnel, the Company does not have any key person life insurance policies on any such people.
We are dependent on certain key personnel in arrange to conduct our operations and execute our business design, however, the Company has not purchased any insurance policies with respect to those individuals in the consequence of their death or disability. consequently, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person ’ mho absence. The loss of such person could negatively affect the company and our operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring samara man policy will not ameliorate all of the gamble of relying on key personnel .
Technology relied upon by the Company for its operations may not function properly.
The engineering relied upon by the Company may not function by rights, which would have a fabric affect on the Company ’ mho operations and fiscal conditions. deal on the Company ’ second software has at times been limited and consequently the existing software has not been tested with meaning trade bulk. There may be no alternatives available if the Company ’ s technology does not work ampere anticipated. The engineering may malfunction because of inner problems or as a result of cyberattacks or external security breaches. Any such technological problems would have a material adverse impingement on the Company ’ randomness gross and its prospects .
The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees.
In especial, we are dependant on Alex Wang, our Chief Executive Officer, Guillaume Torche, our Chief Technology Officer, and Mario Lazaro, our headman Information Officer. The company has or intends to enter into employment agreements with Guillaume Torche and Mario Lazaro, however there can be no assurance that it will do sol or that they will continue to be employed by the Company for a particular period of time The loss of Alex Wang, Guillaume Torche or Mario Lazaro or any administrator officer could harm the Company ’ s clientele, fiscal condition, cash flow and results of operations .
We rely on various intellectual property rights, including trademarks, in order to operate our business.
The Company relies on certain intellectual place rights to operate its commercial enterprise. The Company ’ s intellectual place rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly develop or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other commercial enterprise reasons, or countries may require compulsory license of our cerebral property. Our failure to obtain or maintain cerebral property rights that convey competitive advantage, adequately protect our cerebral property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive stead and results of operations. We besides rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in separate, trade secrets and other proprietorship rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietorship rights and will not be breached, that we will have adequate remedies for any rupture, that others will not independently develop well equivalent proprietorship information or that third base parties will not otherwise amplification access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietorship information. In order to protect or enforce our apparent rights, we may be required to initiate litigation against third parties, such as misdemeanor lawsuits. besides, these third base parties may assert claims against us with or without incitement. These lawsuits could be expensive, take significant clock and could divert management ’ s care from other business concerns. The law relating to the scope and robustness of claims in the engineering plain in which we operate is still evolving and, consequently, intellectual property positions in our industry are broadly uncertain. We can not assure you that we will prevail in any of these electric potential suits or that the damages or other remedies awarded, if any, would be commercially valuable .
We rely on other companies to provide components and services for our products.
We depend on suppliers and contractors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or contractors do not provide the agreed-upon supplies or perform the agreed-upon services in submission with customer requirements and in a seasonably and cost-efficient manner. Likewise, the timbre of our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide components which meet necessitate specifications and perform to our and our customers ’ expectations. Our suppliers may be unable to quickly recover from natural disasters and other events beyond their control and may be submit to extra risks such as fiscal problems that limit their ability to conduct their operations. The gamble of these adverse effects may be greater in circumstances where we rely on merely one or two contractors or suppliers for a detail part. Our products may utilize custom components available from merely one source. Continued handiness of those components at satisfactory prices, or at all, may be affected for any number of reasons, including if those suppliers decide to concentrate on the production of common components alternatively of components customized to meet our requirements. The supply of components for a newfangled or existing product could be delayed or constrained, or a key fabrication seller could delay shipments of completed products to us adversely affecting our clientele and results of operations .
We may implement new lines of business or offer new products and services within existing lines of business.
As an early stage company, we may implement new lines of business at any time. There are solid risks and uncertainties associated with these efforts, particularly in instances where the markets are not amply developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. initial timetables for the introduction and exploitation of new lines of occupation and/or new products or services may not be achieved, and price and profitableness targets may not prove feasible. We may not be successful in introducing new products and services in reaction to industry trends or developments in technology, or those raw products may not achieve marketplace acceptance. As a solution, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a leave, our business, fiscal condition or results of operations may be adversely affected .
We may not have enough authorized capital stock to issue shares of capital stock to investors upon the conversion of any convertible security, including the Securities, into shares of our capital stock.
presently, our authoritative capital stock consists of 6,880,000 shares of common breed, all of which are issued and outstanding. Unless we increase our authoritative capital stock, we may not have adequate authoritative common stock to be able to obtain support by issuing shares of our common stock or securities convertible into shares of our common stock. We may besides not have enough authorized capital breed to issue shares of common breed to investors upon the conversion of any security convertible into shares of our common breed, including the Securities .
We may face potential difficulties in obtaining capital.
We may have difficulty raising needed capital in the future as a resultant role of, among other factors, our lack of revenues from sales, angstrom well as the implicit in business risks associated with our party and portray and future market conditions. We will require extra funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or market efforts, any of which may materially harm our business, fiscal condition and results of operations.

Our fraud detection processes and information security systems may not successfully detect all fraudulent activity by third parties aimed at our employees or users of our mobile applications and websites, which could adversely affect our reputation and business results.
Third-party actors may attempt in the future, to conduct deceitful activity by engaging with users of our mobile applications and websites by, for exemplar, attempting to solicit personal information or money from users, and by engaging with our employees by, for case, making forge requests for transfer of funds. Though we might have taken other measures to identify deceitful activeness on our mobile applications, websites and internal systems, we may not be able to detect and prevent all such activity. similarly, the third base parties we use to effectuate these transactions may fail to maintain adequate controls or systems to detect and prevent deceitful bodily process. dogged or permeant deceitful action may cause users and advertisers to lose trust in us and decrease or terminate their use of our products and services, or could result in fiscal loss, thereby harming our commercial enterprise and results of operations .
The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.
In orderliness to achieve the Company ’ s near and long-run goals, the company may need to procure funds in accession to the measure raised in the propose. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continue operations will be in hazard and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an investor to lose all or a assign of their investment .
We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.
The company is silent in an early phase and we are just beginning to implement our clientele plan. There can be no assurance that we will ever operate productively. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays normally encountered by early stage companies. The company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties .

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