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Web3 Enabler

The only native Web3/Blockchain solutions platform for enterprise on the Salesforce AppExchange
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Pitch Discussion 13 Updates 11 Reviews 1
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PROBLEM SOLUTIONS We Chose Salesforce as our Premier Target Market Channel The Back Story Web3 Business & Politics Our Industry Partners Traction Marketing Plan Client Acquisition Strategy Growing Interest & Traction Competition Strategy and Growth Founders Summary
About Team FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Web3 Enabler, Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Web3 Enabler SAFE W3E Web3 Enabler Form C.pdf
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Hear from some of the 0 investors in Web3 Enabler


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Highlights


  • Blockchain-tech ("Web3") is the future of finance and banking
  • Web3Enabler products inject the blockchain into enterprise platforms
  • The Genius Act (2025) regulates stablecoins for US businesses
  • MiCA regulations (2023) in the EU provide advanced user protections
  • Corporate adoption of Web3 infrastructure has only just begun
  • Web3Enabler is the only DeFi/Dapp services platform native to Salesforce
  • Available in the AppExchange now

PROBLEM


Problem 1. Today’s Financial Rails are Antiquated, Slow, Inefficient.

Money moves on systems dating back 40 to 50 years. These legacy systems are still used by Visa, Mastercard, Swift, ACH, NASDAQ, and the New York Stock Exchange.

Blockchain (also called “Web3”) technology is the solution. All of those systems will move to using the blockchain, with certainty, in the next 20 years, and most in the next 5.  (That's why we are doing this.)

Problem 2. Existing Corporate Systems don’t connect to Blockchain or Web3 Technology.


For enterprises to experience the financial benefits of blockchain technology, they need to integrate Web3 with their business systems, their CRMs and ERPs and accounting systems.

Enterprise adoption requires three C’s:

SOLUTIONS


We build platform native blockchain Dapps for enterprise channel marketing on Salesforce we are built for all coroporate enterprise facing channels (like ZoHo, Intuit, HubSpot, and others).  But we are starting on Salesforce, biggest and arguably the most advanced of all channels.

We are low friction, bringing the blockchain straight into each enterprise environment, as a native app, as if the new data and process had always been there, fully compliant, a core part of each customer’s stack of applications once installed.

If you are one of the 150,000+ of companies that run Salesforce, including 91% of the Fortune 500, then your system admin can install the right Web3 Enabler Product and features right now. From the AppStore to fully operational in a few hours  of onboarding and customizing, not days, not weeks, and you will be conducting business “on chain” from inside your Salesforce technology stack, seamlessly, and painlessly today.

Use cases for receiving and sending international payments, or running treasury algorithms for tokenization of digital or RWAs and crypto payments will become more and more common. Our products can operate end to end without clients ever needing to touch or understand the blockchain if they prefer.

Digital Asset Wallet for FSC (Financial Services Cloud) on Salesforce:


28% of Americans have Cryptocurrencies (BTC, XRP, ETH, etc.) in their portfolios. Big bank financial advisors, tasked with understanding each client’s full financial picture, have no visibility into client crypto assets.

Our Digital Asset Wallet solution provides full visibility from inside the Salesforce driven client portfolio dashboard. Advisors can see a total picture and make allocations and inform you based on live on chain movements. If you’re a portfolio manager flying blind on your client crypto assets, you need this product in your toolkit.

Blockchain Payments for Salesforce

Blockchain Payments allows users to send and receive crypto payments inside their Salesforce setup. It focuses on the use of stablecoins to enable blockchain transactions.  Stablecoins are digital dollars that move as cryptocurrencies, but are backed by fiat, other RWA (real world assets) and other blockchain assets as well. Stablecoins are regulated in the US and EU which makes them safer than most cryptocurrencies and ideal for enterprise adoption.

In the intra US and intra EU banking systems as they exist today, payments are relatively fast and inexpensive. But, overseas, cross-border banking system payments to and from non US and EU countries are still slow, expensive, and loaded with fees. Web3 transactions are inexpensive and settle within minutes, not days.

Companies will get ahead of their competition using Web3 infrastructure. If you are a US and/or EU enterprise with overseas vendors, this product is ready to use to speed up your international transactions and your overseas ordering processes.

We Chose Salesforce as our Premier Target Market Channel


Salesforce is where the largest corporations operate and is fully AI tooled for enterprise.

We’ve already brought the blockchain onto Salesforce as a Salesforce native application. With 2025's regulatory changes in the US and EU Stablecoin environments, the largest enterprises on the planet, and all professional and fiscally responsible companies can begin using the blockchain.  We make it seamlessly integrated into normal operations so procedural changes can be minimized.

Slow adoption leading to rapid expansion

Adoption at the enterprise level takes time and the customers can be legions deep and more cautious than daring. That's the nature of being large.  But leaders like JP Morgan Bank are already running ahead with their own blockchain departments building Web3-powered financial products for their clients.  The market is clearly expanding toward mainstream.

Banks have 100’s, and large ones have thousands of seats filled by wealth advisors who need to access their clients full portfolios to give good advice.  30% of households already hold crypto. We are looking for that large multiplier effect from winning big customers on the Salesforce channel.

The Back Story


Two Experienced Entrepreneurs

Web3 Enabler is the brainchild of the two entrepreneurs who built the original CreditCards.com financial sales platform in the early domain era. Back then, we built affiliate marketing platforms and traffic networks on some very big generic domains. 

This time we built the blockchain Dapps (decentralized applications) platform for the Salesforce AppExchange, and built it to install on other big channel markets like Intuit or Xero or HubSpot or ZoHo. The AppExchange is the Salesforce exclusive and well-heeled app marketplace to the biggest companies on the planet.

To Execute Our Strategy

We earned our spot in the Salesforce AppExchange as a Salesforce ISV (Independent Software Vendor) Partner. It took us 9 months, and that was super fast. It normally takes 18-24 months for most companies, if they are invited. To do it, to bring Web3 to enterprise, we consulted with Blockchain experts and Salesforce experts. We wanted to make sure there was a place for us in their partner program and for our ideas before building. 

There is also a group at Salesforce, the “Blockchain Blazers”, who were keenly interested and who encouraged us along the trail. (Big shoutout!) And, especially since there was no one else on the AppExchange in our blockchain lane, we started building.

A Working PoC

We wrote a working PoC (proof of concept), providing a Salesforce window into Blockchain wallets, and it proved useful. While not quite an MVP, our tool brought blockchain data in seamlessly and delivered it into powerful Salesforce data objects, connecting external blockchain wallets to our well organized, and information rich, native blockchain installation on the Salesforce platform. It also brought data out of Salesforce and onto Blockchain wallets making the loading of blockchain transactions from inside Salesforce possible and easy to integrate.

We Passed Product & Security Reviews

To the accolades of Salesforce and Blockchain constituents for our PoC product, we passed product and security reviews with flying colors. And this gave us the chance we were looking for: to bring more features and blockchain side service providers onto our platform, to be enabled to court prospective corporate customers on the Salesforce software backbone with our solid, zero friction, Web3 product offerings.

The MVP Build

Over the period that followed, we kept building on our Blockchain Payments product, making it better, smoother, easier, and featurizing by bringing in and integrating fully dependable services from top Web3 partners like Bridge and Circle, to create our most current 2 basic offerings which we are replicating inside new agentic AI driven Salesforce cloud platforms. We are calling these each an MVP (minimum viable product), each of which:

A.  allows customers to use Salesforce to access blockchain data and make stablecoin and other crypto (BTC, ETH, TRON, etc.) transactions seamlessly, end-to-end, without ever leaving their Salesforce application environment, without any crypto worries for the integrity and readability of their transactions, without having to hold crypto assets if preferable, and at hugely reduced time and cost; and,

B. Provides an onramp into the Salesforce environment for more and more Web3 services to join our platform, allowing us to provide an increasing suite of Web3 services to the largest corporations in the world.

Waiting for the Tide

It was pretty clear from the start that we would need to be patient for large companies to make the decision to use the blockchain for payment transactions. It was clear that they were waiting for the political tide to change. And it did change, just this past summer in the US. and also in the EU as their 2023 legislation became fully engaged.

Web3 Business & Politics


We can all agree that it was a difficult time in the US for crypto services and companies leading into 2025. to find support in the enterprise community. During the decade leading up to 2025, while many world governments adapted to the shift in financial technology toward less costly more democratized and decentralized mechanisms for tokenization, political factions in the US lashed out to de-bank and stall the emergence of this important tech, fearing a loosening of their own grip over more crude and costly banking and trading systems that generate profits from inefficiencies. 

Some caution around new technologies is always warranted. But the days of security breaches and technological confusion on the blockchain have ended, and Web3 technology safety and security have certainly been brought beyond the tolerable limits of conventional tech and up to a modern high standard. Large corporations generally do not bank outside of the political and monetary support of their governments. And for crypto stablecoins, this part has finally caught up.

The Genius Act of 2025

The first Federal regulatory framework for stablecoins in the US is now in place providing consumer protection and financial stability. The act’s teeth come from:

1. It requires a 1:1 reserve for a back stop using only low-risk assets (e.g. treasury bonds and USD). This is great for us as we already partner with the top Stablecoin providers who have large reserves already in place. Circle, for example, is already compliant with the Act.

2. It requires all issuers doing businessin the US to comply with the Bank Secrecy Act (AML/CFT) compliance. This already has become an emerging service industry for collecting compliance data and certifying. We’ve built KYC/KYB into our products through our industry partnerships with Bridge, BitRank Verified, and other providers; and,

3. It provides for prioritized stablecoin holder claims in bankruptcy. This last part is huge for US corporations. Now large company risk managers, CEO’s and CFO’s can finally say, yes to the use of Stablecoins for treasury and operations!

What this means for Web3 Enabler is that companies and eterprises whose CFOs and CEOs were unversally concerned about the unresolved regulatory climate before the Act, could relax their views on crypto and begin testing and using Stablecoin rails. Enterprise corporations can finally move to the modern blockchain infrastructure we offer.


Stablecoins Will Rule

During the adoption period for the Genius Act, since the Federal legislation makes clear the rules for stablecoins, stablecoins can be expected to be heavily used for transaction settlement. 

Web3 Enabler already partners with top stablecoin providers, including Circle. We are the only app providing access to Circle’s features, natively on Salesforce.

Our Industry Partners


We are partnered with Salesforce for channel access to their client client base of corporations and enterprises. And we are targeting the 100 best Web3 financial, business, and technology providers  we can find on the blockchain, to add to the Salesforce financial ecosystem through the Web3 Enabler platform.


Traction


Product & Market Rollout

With the advent of the Genius Act, companies are now enabled to use our Web3 Stablecoin payment solutions. Before the Act, we developed bespoke solutions for Web3 partners interested in being on Salesforce. Since the pre-Act period was problematic for sales of Blockchain Payments to most corporations, we also developed Digital Asset Wallet for Salesforce Financial Services Cloud (FSC) as an early cycle product (“0-1 Phase”) to open up platform SaaS revenue opportunities without dependence on and waiting for the political shift from passage of the Act.

Current Product Developments

We run a continuous app development cycle with new versions for our products being published monthly on average.  We have a current backlog of serivces to integrate.

Digital Asset Wallet for FSC (Financial Services Cloud) 

Digital Asset Wallet for FSC is approved for the AppExchange and has past security review.  Future developments include Practifi and Skience versions to extend our market for the product.

Blockchain Payments for Salesforce

The Sales Cloud Addon for Blockchain Payments is live in the store.  Commerce cloud and Revenue Cloud addons are in development.  Since the clouds are relatively new in Salesforce, our early availability on them is expected to help us stand out.  Extensions to Salesforce native accounting partner, Accounting Seed, and Store Connect PoS (point of sale) systems should move into development in Q1 2026.

Extended Product Road Map

Digital Asset Wallet for FSC (Financial Services Cloud)

As the Digital Asset Wallet for FSC develops we will add support for RWA (real world assets) which will become increasingly important in the wealth management business.  Then as wealth manager products come out in their Web3 format, we are already in position to capture transaction business.

Blockchain Payments for Salesforce

Blockchain Payments has liquidation wallets for accepting crypto directly into the bank (off ramp).  The current version also implements Vendor Liquidation wallets which enables the full on and off ramp segments.  As far as we know we are the only software provider to implement a Salesforce Wallet feature allowing for full management of the wallet experience from inside Salesforce.  We have fully eliminating the standard blockchain wallet view, unless you want it.



Web3 Data Cloud / Agentforce

We are planning a new product called Bespoke Connectors which provides a conduit for the expanding new world of Web3 data and information services to bring their growing data and information into the Salesforce ecosystem for Salesforce customers to access with Salesforce Agentic Ai.  We are also exploring the world of Agentic Ai decision making using Web3 Data and with our Circle partnership we expect to be enabled to automate Web3 transactions.

Marketing Plan


Target Customers

Blockchain Payments Customers

Mid-to-large and enterprise companies, particularly those in industries with global operations and high transaction volumes (e.g., retail, manufacturing, tech, finance) who already use Salesforce and face challenges with costly and slow international payments.

Digital Asset Wallet for FSC Customers

Wealth management and financial firms running financial services cloud. Digital Asset Financial Accounts lets wealth managers view their customers’ digital assets as easily as they view conventional investments.

Client Acquisition Strategy


Our Client Acquisition Strategy has a three-pronged approach

1. Partner Track

We are reaching out to the community of Salesforce Partners to join our program and promote our features to their Salesforce customers.

2. Events and Tradeshows

Events and tradeshows are critical components of our channel marketing strategy. To become known in the Salesforce world we will appear at Salesforce events including:

  • Dreamforce - 40,000 In Person and 200,000 On-line attendees

  • World Tour Events - 25/year with 5,000 to 10,000 attendees - admins and partners

  • Dreamin’ Events - 75/year, heavily populated with local partners

  • Trailblazer User Groups - small intimate local groups filled with enthusiasts looking to increase their Salesforce capabilities

  • Blockchain Blazers - currently virtual, transitioning to being managed by Web3 Enabler

  • Our own side events - Private demo and social experiences around Crypto or Salesforce events.


3. Social Media and Digital Advertising

     

To target more and more great feature partners for our products, and to reach Web3 forward customers who are media centric we will also target social media and advertising on platforms in the Web3/Crypto Community like Telegram and Discord, and in other communities using:

  • Live Streaming Webinars

  • Active Social Media

  • Targeted digital advertising


Other Acquisition Strategies in the Salesforce Mega-sized Market

Targeting specific areas within Salesforce is expected to yield significant results.  Cloud services are where Salesforce expects some of its significant growth as clients make use of the Agentic and AI tools which are a part of their cloud architecture and strategy.  Web3 Enabler has

On Financial Services Cloud we are targeting 137 top banking and financial companies.  This cloud offers premium support for these high-value clients.  29% of consumers now hold crypto. Our product use case is for Digital Asset Wallet to begin with.  It speaks to the need for thousands of wealth managers managing high net worth portfolios at these banks to be able to see into their clients’ wallets on the blockchain and better advise them on portfolio allocations.

Revenue Cloud is one of the fastest growing clouds at Salesforce, recently being completely rebuilt as Revenue Cloud Advanced. We were one of the "early approved" ISVs to build on Revenue Cloud. Our Addon, Blockchain Payments for Revenue Cloud, focused on integrating with the invoice/payment cycle, is in security review at this time.

Estimates of Manufacturing Cloud put this part of the Salesforce client base at over 15,000 big manufacturing businesses, with 5000 of them very large and the top 200 all global household names.  They are in industries like automotive, consumer durables, consumer consumables, and many more arenas.  Their supply chains are global. This use case is for Blockchain Payments and solves timing issues related to global supply by increasing the speed of cross-border and overseas payments for goods.  Instead of waiting days and being further hampered by time zone differences on top of slow banking, our product allows for virtually instant payments in minutes not days.  Picture this: It’s 9PM and you are still in the office.  You are in the final order zoom meeting with your supplier in India for a very large order.  You do a virtual order signing and send payment at the same time.  Your order hits the floor while you are still on the call. We use stablecoins under the hood which can now be safely used by public entities under US law.  We are targeting purchasing departments and C-suite efficiency experts.  This use case is really about time and competitive edge.

For Retailers there is Salesforce Commerce Cloud which its estimated powers more than 800 well known retailers in the US alone, and 20,000 total businesses.  We are targeting retailers to add crypto payment options to their sales and customer service payment choices.

Growing Interest & Traction


Bespoke Stage

We are building a reputation in the Blockchain Community as the Salesforce “Go To” Company.

This is why Circle and Ripple’s internal Salesforce Teams have met with us and requested proposals.  This has yielded, to date, three Bespoke Open Source Projects and one commercial product, grant funded by a blockchain accelerator, QubicLabs.

  • Cardano for Salesforce - v.1 built and ready for security review.

  • XRP for Salesforce - v.1 built and being prepped for AppExchange

  • Circle Wallet for Salesforce - v.0.1 built, v.1 being prepped for AppExchange

  • Digital Asset Wallet for FSC -v.1 launching built with grant funding from Qubic Labs

Initial SaaS Marketing Phase

Following the Genius Act in July, we began to implement our marketing funnels to filter the Salesforce market for potential early adopters.  We are pursuing 3 types of potential clients: 

  • Financial Advisors for Digital Asset Wallet for FSC to be able to read their clients’ crypto wallets.

  • Sales Managers for accepting customer payments using Blockchain Payments for Salesforce, to broaden their market.

  • CEOs/COOs/CFOs for using Blockchain Payments to send and receive international payments

The market perception of Stablecoins and Crypto has definitely done a total 180. But companies need time to line up budgets and buy in. This is going to happen in both the Crypto and Salesforce Ecosystems.  

Market Feedback

For Digital Asset Wallet, our information product for Investment Adviors, we just received Salesforce AppExchange approval and so we have been speaking with Investment advisors who might use our product. When considering their need for visibility into client portfolios with crypto, they all agree they need the product.  But they also were not sure just how fast their firms would move to implement a solution. 

For Blockchain Payments, the market feedback to our initial entry into the payments space was difficult. Stablecoin adoption seemed to be years off with little to no interest in the space.  While things were warming up after the change in administration in 2025, the GENIUS Act and publicity around Circle’s IPO really began to get attention.  We think from potential user discussions that corporate adoption will now begin.  We are also addressing links to accounting systems that some potential users have expressed interest in.  We have already built out on-ramps and off-ramps, and native wallet support.   Soon we will be adding native Quickbooks and Netsuite support. The excitement for adoption in 2026 - 2028 is exciting us and the feedback is great for our development focus.

The major players in Web3 are also adopting Salesforce for their core information stack.  This includes: Circle; Ripple; the Hadera Foundation; and more.  They all run Salesforce internally. Ironically, they are struggling to connect their communities and blockchain payments solutions. We have begun discussions with them and we are excited to work with them.  As they roll out community systems based upon Salesforce Experience Cloud we plan to integrate their blockchain payments to their vendors inside their new Salesforce systems.

Competition


Competition

Web3 Enabler's initial strategy is to maintain its first mover advantage as a fully integrated Native Salesforce payment and information platform for Web3. On the Salesforce AppExchange only a select group of high quality independent software vendors are allowed to be native. 

Competitive View

While we are not the only payment solution, we are the only Salesforce native application that supports Crypto Payments. Our pricing is substantially less than using third party gateways like Bitpay, as well as cheaper than using integrated credit card based solutions like Stripe + Blackthorn Payments. Third party systems like Bitpay require extensive custom software solutions to integrate the data. Using our native app requires the minimum amount of friction and the maximum data and compatibility for all your transactions.

Strategy and Growth


Goals and Milestones for the next year

In December 2025 we began adding the first clients for SaaS products. In 2026 our goal is to increase the number of clients to over 30 and 100+ seats and to add significantly more use cases and Web3 features for treasury, a/p, and revenue functions including 

3-Year Growth Plan

The Web3 Enabler team believes the passage of The Genius Act will unlock the market for Blockchain Payments for dozens of use cases over the next few years this will be true for enterprises and companies in or out of the Salesforce ecosystem.  In addition a strong showing from Digital Asset Wallet is expected in the financial wealth management sector.  Pilot programs are expected for the products to be strong in 2026. 

While the actual timing of this projection may differ significantly depending on the rate of corporate adoption of the technology, and certainly has some dependency on the capital available and deployed on marketing, the multiples of growth in year 3 are assumed due in large part to bigger seat numbers per entity served as larger customers are assumed to come online and out of testing.

Founders


Alex Hochberger, Founder/CEO
Peter Hubshman, Founder/COO

Summary


Web3 Enabler’s SaaS Blockchain access products are targeted to large corporations.  The future of banking and financial tech for corporations is on the blockchain.  The passage of the Genius Act (July 2025) has finally unlocked the move to blockchain solutions by such corporations.  CEO’s and CFO’s of large companies can finally choose to use Stablecoins without the regulatory risks and concerns that characterized the use of crypto in the US before the Act.  Web3 Enabler is in position to exploit this opportunity.

Web3 Enabler is the only blockchain services platform fully native to the Salesforce environment.  Salesforce is a big and exclusive distribution channel, with 150,000 top US and international corporate clients including 91% of the Fortune 500 and most of the largest institutions in the world.  Each Salesforce customer has 100s and even 1000s of seats, giving Web3 Enabler a huge potential multiplier effect from the addition of any single targeted client.

Web3 Ennabler is seeking funding for Marketing and growth, to make its singular presence on Salesforce known and take advantage of the immediate demand being caused by the shift in the regulatory environment.

Deal terms


Valuation cap

$10,000,000

The maximum valuation at which your investment converts into equity shares or cash.
Learn more

Minimum investment

$400

The smallest investment amount that Web3 Enabler is accepting.
Learn more

Maximum investment

$124,000

The largest investment amount that Web3 Enabler is accepting.
Learn more

Funding goal

$250K

Web3 Enabler must achieve its minimum goal of $50K before the deadline. The maximum amount the offering can raise is $250K.
Learn more

Deadline
Web3 Enabler needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
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Type of security

SAFE

A SAFE allows an investor to make a cash investment in a company, with rights to receive certain company stock at a later date, in connection with a specific event. · Learn more

How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Web3 Enabler, Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Web3 Enabler SAFE W3E Web3 Enabler Form C.pdf

Bonus perks

In addition to your SAFE, you'll receive perks for investing in Web3 Enabler .
Invest
$500
Receive
  • If you invest $500 and you are among the first 100 people to invest, then you will receive the Web3 Enabler team baseball cap with logo (normally available at the $1,000 investment level), PLUS the Web3 Enabler crew t-shirt with logo.
  • Limited (100 left of 100)
Invest
$500
Receive
  • The Web3 Enabler crew t-shirt with logo.
Invest
$750
Receive
  • 2 Web3 Enabler crew t-shirts with company logo.
Invest
$1,000
Receive
  • The Web3 Enabler team baseball cap with logo plus 2 Web3 Enabler crew t-shirts with logo.
Invest
$2,500
Receive
  • The Web3 Enabler team fleece hoodie OR the Web3 Enabler team running jacket, PLUS the Web3 Enabler team baseball cap with logo, PLUS 2 Web3 Enabler crew t-shirts with company logo.
Invest
$5,000
Receive
  • The Web3 Enabler team fleece hoodie AND the Web3 Enabler team running jacket, PLUS the Web3 Enabler team baseball cap with logo, PLUS 2 Web3 Enabler crew t-shirts with company logo.
Invest
$10,000
Receive
  • All of the above plus Dinner in New York or Miami with one of the founders.

About Web3 Enabler

Legal Name
Web3 Enabler, Inc.
Founded
Oct 2023
Form
Delaware Corporation
Employees
5
Website
web3enabler.com
Social Media
Headquarters
Google Map location of of  Web3 Enabler
3980 North 42nd Terrace , Hollywood, FL
Headquarters
3980 North 42nd Terrace, Hollywood, FL, United States 33021

Web3 Enabler Team
Everyone helping build Web3 Enabler , not limited to employees

Profile picture of Alex Hochberger
Alex Hochberger
Founder - CEO and Chairman
20+ Years as a Technologist & Entrepreneur - Now Bringing Blockchain and Metaverse Technologies to Real Businesses.
Profile picture of Aidan Yeaw
Aidan Yeaw
Chain Reaction Investor and Board of Directors Member for ChainReaction
Profile picture of Zoe Braiterman
Zoe Braiterman
Co-Founder - Grants & Community Development
Web3 Executive, Technologist / Data and Security Consultant | Open Source Contributor | OWASP Leader | Snyk Ambassador | TryHackMe Top 1%
Profile picture of Chris Marzilli
Chris Marzilli
ChainReaction Investor and Web3 Enabler Advisory Board Member
Profile picture of Hugues Marty
Hugues Marty
Social Media Production Coordinator
Profile picture of Peter Hubshman
Peter Hubshman
Founder - CFO and Treasurer
25+ Years of Tech Startup Experience, as CFO/COO/CEO and Founder, with early career Merchant Banking, M&A, and Manufacturing experience.
Profile picture of Alexander Smart
Alexander Smart
Founder - Board of Directors Member and Corporate Counsel
Profile picture of Spencer Goldberg
Spencer Goldberg
Co-Founder - Full Stack Developer
Profile picture of Gauthier Lemothe
Gauthier Lemothe
Media Production & Translation
Profile picture of Kristina Beacom
Kristina Beacom
Co-Founder - Enterprise Business Development
Profile picture of Maria Rebeca Kaplan
Maria Rebeca Kaplan
Co-Founder - Marketing & UX Design
Profile picture of Michal Bedlinski
Michal Bedlinski
Salesforce Developer
Profile picture of Niles Lee-Smith
Niles Lee-Smith
Co-Founder - Blockchain Product Manager
10 more team members
Alex Hochberger
Founder - CEO and Chairman
Kristina Beacom
Co-Founder - Enterprise Business Development
Maria Rebeca Kaplan
Co-Founder - Marketing & UX Design
Aidan Yeaw
Chain Reaction Investor and Board of Directors Member for ChainReaction
Michal Bedlinski
Salesforce Developer
Zoe Braiterman
Co-Founder - Grants & Community Development
Chris Marzilli
ChainReaction Investor and Web3 Enabler Advisory Board Member
Niles Lee-Smith
Co-Founder - Blockchain Product Manager
Hugues Marty
Social Media Production Coordinator
Peter Hubshman
Founder - CFO and Treasurer
Alexander Smart
Founder - Board of Directors Member and Corporate Counsel
Spencer Goldberg
Co-Founder - Full Stack Developer
Gauthier Lemothe
Media Production & Translation

FAQ

How do I earn a return?

How do I earn a return?

We are using Republic's SAFE security. Learn how this translates into a return on investment here.

What is a custodian and what is a custodial account?

What is a custodian and what is a custodial account?

A custodian is a qualified third-party entity that acts as a legal holder of securities. An investor will open a custodial account with the qualified custodian, which is used to hold investments, namely the securities in a company. A custodial account allows you to name a beneficiary and accept payments such as dividends distributions or cash payouts. Custodial accounts are not managed or held by Republic; instead, they are managed by the custodian who works with the issuer raising on the platform. The custodian of this offering is BitGo Trust Company.

Why use a custodial account?

Why use a custodial account?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor.


For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.

Will I have to set up a custodial account? What is the process?

Will I have to set up a custodial account? What is the process?

Yes, since the company is utilizing a custodian, all investors in the offering will be required to create a custodial account with BitGo Trust Company and enter into an omnibus nominee agreement.


The custodial account creation process is hosted in our investment checkout system, meaning you will commit your investment and establish your account with BitGo all at once. During investment checkout, you will be automatically prompted to review and sign certain custodial documents with BitGo. In addition, you may be asked to provide certain information to verify your identity. Once completed, you will receive an email confirming your investment commitment.


I’m being told my custody account is in manual review, what should I do?

I’m being told my custody account is in manual review, what should I do?

BitGo reviews accounts that require manual review on a daily basis. Please expect to receive confirmation of your account being opened or to hear further guidance from our team within 24-48 hours.

Does it cost me anything to open a custodial account with BitGo Trust Company?

Does it cost me anything to open a custodial account with BitGo Trust Company?

  • Right now, there are no costs for investors to open a custodial account.

  • Custodial accounts do sometimes have a low annual cost to maintain; however, such costs are covered for the investor in this offering at this time.

Why would a company use a custodian like BitGo?

Why would a company use a custodian like BitGo?

  • Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor.

  • For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.

Which countries are not permitted to open a Custody Account with BitGo?

Which countries are not permitted to open a Custody Account with BitGo?

  • Albania

  • Belarus

  • Bosnia and Herzegovina

  • Burundi

  • Central African Republic

  • Cote D'Ivoire

  • Cuba

  • Dominican Republic

  • DR Congo

  • Iran

  • Iraq

  • Laos

  • Lebanon

  • Libya

  • Montenegro

  • Mozambique

  • Nicaragua

  • Nigeria

  • North Korea

  • Pakistan

  • Russia

  • Serbia

  • Somalia

  • South Sudan

  • Syria

  • Tanzania

  • Turkey

  • Ukraine

  • Venezuela

  • Yemen 

  • Zimbabwe

Still have questions? Check the discussion section.
Show all FAQ

Risks

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 Issuer is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenue projections.

A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.

The amount of capital the Issuer is attempting to raise in this Offering may not be enough to sustain the Issuer’s current business plan.

In order to achieve the Issuer’s near and long-term goals, the Issuer may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Issuer 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 continued operations will be in jeopardy 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 portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Issuer and present and future market conditions. Our business currently has generated only $215,886 in revenue to date from several grant funding sources, and it has sold one license for the use of its product on Salesforce to date. Future sources of revenue may not be sufficient to meet our future capital requirements. We will require additional 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 marketing efforts, and any of such reductions may materially harm our business, financial condition and results of operations.

We may not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock, including the Securities.

Unless we increase our authorized capital stock, we may not have enough authorized common stock to be able to obtain funding by issuing shares of our common stock or securities convertible into shares of our common stock. We may also not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock, including the Securities.

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 substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully 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 development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, 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 result, our business, financial condition or results of operations may be adversely affected.

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 compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality 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 required 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 subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two contractors or suppliers for a particular component. Our products may utilize custom components available from only one source. Continued availability of those components at acceptable 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 instead of components customized to meet our requirements. The supply of components for a new or existing product could be delayed or constrained, or a key manufacturing vendor could delay shipments of completed products to us adversely affecting our business and results of operations.

We may lose the ability to sell in one or more of the ISV sales channels we have joined.

The business is dependent on the initial and ongoing approval of each ISV channel where our software licenses may be sold. This includes Salesforce, which is the only ISV channel we are currently selling through. The loss of one or more of these channels could interfere with the development of the business and the execution of the company’s strategy.

We may lose the ability to use one or more of the featured partnership services we may offer.

The company is dependent upon licensing and partnership agreements with third party producers of blockchain goods and services such as stable coins, crypto-currencies, and decentralized applications. Current partnerships that fall into this risk category include: Circle; Crypto APIs; PoundToken; BitRank Verified; STAAJ; Gettone; Skyplanner; Forteneer; and TechParrot. The loss of one or more of these partnerships could affect our ability to sell.

We rely on various intellectual property rights, including trademarks, in order to operate our business.

The Issuer relies on certain intellectual property rights to operate its business. The Issuer’s intellectual property 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 developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain 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 proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

The Issuer’s success depends on the experience and skill of the board of directors, its executive officers and key employees.

We are dependent on our board of directors, executive officers and key employees. These persons may not devote their full time and attention to the matters of the Issuer. The loss of our board of directors, executive officers and key employees could harm the Issuer’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and the FTC recently issued a ruling that bans most non-competes nationwide. The rule was recently stayed by the court, but litigation is ongoing, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand 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 brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide

individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate 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 harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary 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 exploit 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 misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation 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 theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

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 retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third 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 additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

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 rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate 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 processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Issuer may not have the internal control 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) issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.

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 also subject to a wide range of federal, state, and local laws and regulations, such as state and local licensing requirements, and retail financing, debt collection, consumer protection, 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 forward. The violation 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 even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

State and federal securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Issuer has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Issuer may have violated state or federal securities laws, any such violation could result in the Issuer being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Issuer would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Issuer will, if it is required to offer such investors a rescission 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 addition, if the Issuer violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Issuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.]

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 system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering 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 registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The Issuer's management may have broad discretion in how the Issuer uses the net proceeds of the Offering.

Unless the Issuer has agreed to a specific use of the proceeds from the Offering, the Issuer’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.

At the conclusion of the Offering, the Issuer shall pay the Intermediary the greater of (A) $15,000.00 or (B) the amount determined pursuant to the following schedule: (1) 0% of any amounts raised up to $100,000.00, and (2) 6% of any amounts raised exceeding $100,000.01 but not exceeding $5,000,000.00 in a Successful Offering (“Cash Proceeds”), and (II) a securities interest equal to 2% of the total Securities issued as part of such Successful Offering (“Securities Proceeds,” and together with Cash Proceeds, the “Republic Commissions”).

The Issuer has the right to limit individual Investor commitment amounts based on the Issuer’s determination of an Investor’s sophistication.

The Issuer may prevent any Investor from committing more than a certain amount in this Offering based on the Issuer’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Issuer’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Issuer’s determination.

The Issuer has the right to extend the Offering Deadline.

The Issuer may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Issuer attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Issuer extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Issuer receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Issuer receives the Target Offering Amount, at which time it will be released to the Issuer to be used as set forth herein. Upon or shortly after the release of such funds to the Issuer, the Securities will be issued and distributed to you.

The Issuer may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Issuer can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Issuer may limit the amount of capital it can raise during the Offering by ending the Offering early.

The Issuer has the right to conduct multiple closings during the Offering.

If the Issuer meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Issuer 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 intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

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 Offering to purchase a SAFE (Simple Agreement for Future Equity), Investors will designate the Lead (as defined above) to act on behalf as proxy on behalf of Investors with respect to

instructions related to the Securities. The Lead will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of the Securities or any securities acquired upon their conversion, and to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Lead and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities to the Lead and grant broad authority to the Lead to take certain actions on behalf of the investor.

The Custodian shall serve as the legal title holder of the Securities. Investors will only obtain beneficial ownership in the Securities.

The Issuer and the Investor shall appoint and authorize the qualified third-party Custodian for the benefit of the Investor, to hold the SAFE and any securities that may be issued upon conversion thereof in registered form in the Custodian’s name or the name of the Custodian’s nominees for the benefit of the Investor and Investor’s permitted assigns. The Custodian may take direction from the Lead who will act on behalf of the Investors, and the Custodian may be permitted to rely on the Lead’s instructions related to the Securities. Investors may never become an equity holder, merely a beneficial owner of an equity interest.

The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. 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-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Issuer. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distribute, as relevant, will be required to sign a new Omnibus Nominee Trust Agreement (attached as Exhibit D). Additionally, Investors will only have a beneficial interest in the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the Custodian

Investors will not become equity holders until the Issuer decides to convert the Securities or until there is a change of control or sale of substantially all of the Issuer’s assets. The Investor may never directly hold equity in the Issuer.

Investors will not have an ownership claim to the Issuer or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Issuer. Investors will not become equity holders of the Issuer unless the Issuer receives a future round of financing great enough to trigger a conversion and the Issuer elects to convert the Securities. The Issuer is under no obligation to convert the Securities. In certain instances, such as a sale of the Issuer or substantially all of its assets, an initial public offering or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Issuer.

Investors will not have voting rights, even upon conversion of the Securities.

Investors will not have the right to vote upon matters of the Issuer even if and when their Securities are converted (the occurrence of which cannot be guaranteed). Under the terms of the Securities, a third-party designated by the Issuer will exercise voting control over the Securities. Upon conversion, the Securities will continue to be voted in line with the designee identified or pursuant to a voting agreement related to the equity securities the Security is converted into. For example, if the Securities are converted in connection with an offering of Series B Preferred

Stock, Investors would directly or beneficially receive securities in the form of shares of Series B-CF Preferred Stock and such shares would be required to be subject to the terms of the Securities that allows a designee to vote their shares of Series BCF Preferred Stock consistent with the terms of the Security. Thus, Investors will essentially never be able to vote upon any matters of the Issuer unless otherwise provided for by the Issuer.

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 Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Issuer can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack 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 financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

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 repayment of their investment. The Issuer has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may Investors demand payment and even then, such payments will be limited to the amount of cash available to the Issuer.

The Issuer may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.

The Issuer may never conduct a future equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Issuer may never undergo a liquidity event such as a sale of the Issuer or an initial public offering. If neither the conversion of the Securities nor a liquidity event 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 market on which to sell them. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distributee, as relevant, will be required to sign a new Omnibus Nominee Trust Agreement (as defined in the Security).The Securities are not equity interests, have no ownership rights, have no rights to the Issuer’s assets or profits and have no voting rights or ability to direct the Issuer or its actions.

Any equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.

The Issuer’s equity securities will be subject to dilution. The Issuer intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, 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 Issuer.

The amount of additional financing needed by the Issuer will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Issuer with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Issuer’s needs, the Issuer may have to raise additional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Issuer. There can be no assurance that the Issuer will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities.

In addition, the Issuer has certain equity grants and convertible securities outstanding. Should the Issuer enter into a financing that would trigger any conversion rights, the converting securities would further dilute the equity securities

receivable by the holders of the Securities upon a qualifying financing. In particular, triggering the conversion of the initial friends and family round would cause 6.75% dilution. In addition there are 27,420 shares issued and reserved for an option pool and additional industry advisors that will cause further dilution when they become issued and outstanding.

Any equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Issuer at the time of conversion.

In the event the Issuer decides to exercise the conversion right, the Issuer will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the Equity Financing Price (as defined in the SAFE agreement) shall have only such preferences, rights, and protections in proportion to the Equity Financing Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Issuer may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Issuer.

The forgoing paragraph is only a summary of a portion of the conversion feature of the Securities; it is not intended to be complete, and is qualified in its entirety by reference to the full text of the SAFE agreement, which is attached as Exhibit B.

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 arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the offering price or at any other price.

In the event of the dissolution or bankruptcy of the Issuer, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.

In the event of the dissolution or bankruptcy of the Issuer, 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 preferred stock, have been paid in full. No holders of any of the Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Issuer.

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 Issuer does not have sufficient cash on hand, this obligation may not be fulfilled.

Upon the occurrence 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 cannot be guaranteed if the Issuer does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return 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 carefully and should consult with their attorney and business advisor prior to making any investment decision.

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