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Damien Hirst's "Psalm 116: Dilexi, Quoniam" isn't accepting new investments

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Damien Hirst's "Psalm 116: Dilexi, Quoniam"

An iconic work by one of the world’s most successful artists
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Artwork Artist Offering Investment opportunity Team Track record Leadership
About Team FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Straat100, LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Damien Hirst's "Psalm 116: Dilexi, Quoniam" IPA Psalm 116 (Artory Winston Hirst) Form C:A.pdf Psalm 116 (Artory Winston Hirst) Form C.pdf Artwork Summary.pdf
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Hear from some of the 0 people reserved or invested in Damien Hirst's "Psalm 116: Dilexi, Quoniam"


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Highlights


  • Step into the exclusive world of art collecting! Diversify your portfolio
  • Joint venture (Artory/Winston) sources artworks with high growth potential
  • Winston: the largest independent art advisory & appraisal group in the US
  • Artory: a world leader in art tech & blockchain-secured art registration
  • Invest to receive financial interest in an artwork by Damien Hirst
  • Hirst is one of the world's most successful artists (some works at $17M+)
  • Past Winston A.G. transactions have sold for over 8X the original price*

Artwork


Psalm 116: Dilexi, quoniam

by Damien Hirst  (British, b. 1965) 

Butterflies and household gloss on canvas
Diameter: 18 1/8 inches (46 cm)


Step into the exciting world of art collecting with Psalm 116: Dilexi, quoniam (2008) by legendary artist, Damien Hirst. 


Why we chose this artwork for you


Our specialists have worked closely with Damien Hirst's artworks, and believe Psalm 116 is an excellent candidate for this exclusive investment opportunity.

Psalm 116: Dilexi, quoniam (Latin for “I loved, because”) is an example of Hirst’s signature use of butterflies in his art. The artist incorporated 400 butterfly wings onto a glossy painted surface.

Hirst's Psalm series is a rare and coveted body of work. Of the 150 individual Psalm paintings, only 27 have ever gone to auction. The remaining 123 Psalm paintings are in Hirst's studio or private collections around the world.

Some versions of Hirst's highly recognizable butterfly paintings have sold for upwards of $2M at auction; works in the Psalm series have sold for $300K+*.

The work has both universal appeal and a large market of potential buyers. Named for Old Testament Psalms, Hirst’s mesmerizing butterfly paintings have been compared to stained-glass windows as well as Hindu and Buddhist mandalas. 

* Past performance of artist's works do not guarantee future results

Artist


Damien Hirst is one of the world’s most successful artists...

...and has dominated the art scene since the 1980s.

From massive sharks in formaldehyde to delicate butterfly wings on household paint, Damien Hirst is famous for his artworks inspired by nature.

In 2007, Hirst's work Lullaby Spring sold for $19.1M, the second most expensive work by a living artist at the time. Just one year later, he sold a series of new works at Sotheby’s that totaled $200M. Both his old and new works are fixtures at auctions each year and consistently exceed estimates.

* Past performance of artist's works do not guarantee future results

Offering


Investors receive equity shares in Psalm 116

With your investment, you will receive:

  • Financial interest in Psalm 116: Dilexi, quoniam (2008) by Damien Hirst;
  • A comprehensive report on the artwork due diligence information that is secured on the blockchain;
  • Sophisticated, independent market analyses and data products to help track your investment and learn more about the art world.

Annual Prospective Return: 10-14% *


* Past performance is no guarantee of future results, and there are significant differences between investing in art and investing in stock, bonds, and other asset classes. See important disclosures.

Investment opportunity


Make Investing Collecting with Artory/Winston

Start your collection with Artory/Winston. When you purchase shares of Psalm 116: Dilexi, quoniam by Damien Hirst, you receive partial ownership of the artwork and can add this exclusive alternative asset to your investment portfolio. The expert team at Artory/Winston monitors the market daily for ideal opportunities to sell the artwork, and you can benefit if the artwork sells at a higher price. Artory/Winston will share their market data and expertise with you throughout the holding period for the artwork, so you can follow Psalm 116's market and have confidence in your investment.

Past performance is no guarantee of future results, and there are significant differences between investing in art and investing in stock, bonds, and other asset classes. See important disclosures.

Team


Team up with art experts

Artory/Winston is a joint venture between two leaders in the art world, creating unique investment opportunities by sourcing the finest artworks with high potential to grow in value and generate strong returns for our investors. Winston sources, Artory certifies, you invest with confidence.

  • Winston Art Group is one of the largest independent art advisory and appraisal firm in the US, with 75 specialists and over 11 offices around the world. They appraise an average of $10B worth of art annually.
  • Artory's world-leading platform and technology is used to capture the artworks' due diligence data on the blockchain, providing investors with digital certification of artworks' immutable records, verified provenance, and due diligence.
  • Combining Artory's industry-leading art registry technology with Winston Art Group's deep market expertise, we select artworks at the right valuation with verified provenance.

We know how & when to sell


Artory/Winston has a team of art experts with years of experience identifying trends and utilizing data in the art market to determine the best times to buy, sell, or hold onto an artwork. Winston Art Group's long-standing relationships with their clients and the world's most prominent art institutions, galleries, and auction houses are at the core of their history of predicting the appreciation of works of art. These relationships help the Artory/Winston team build insider art market knowledge, and give them the potential to access prime sale opportunities through the primary market, secondary market, and private sales around the world.


You stay in the know


With unrivaled analyses from independent experts and Artory’s unparalleled database, Artory/Winston works to increase efficiency and inclusivity in a market that has historically been challenging to navigate for investors. 

Psalm 116 has gone through a high-standard due diligence, and is also independently appraised and inspected. Diligence information is blockchain-secured through Artory and available to investors to increase transparency. Here’s how we do it:

  • Specialists at Winston Art Group select iconic artworks for investors based on their market history and potential.
  • Winston Art Group carries out the highest standard of due diligence on the artwork.
  • The due diligence is captured in an Algorand-based, blockchain-secured, Due Diligence Certificate through Artory.*
  • Artory's blockchain-secured Due Diligence Certificate ensures this valuable artwork information is protected and readily available to investors.
  • Exclusive updates and sophisticated market analytics are delivered to investors throughout the lifecycle of the offering.
For more details on the blockchain-secured artwork due diligence, view the artwork on Artory here.
[Artory/Winston] seeks to combine Winston’s expertise in authentication and due diligence with Artory’s facility with tokenization and fractionalization to transform physical artworks into robust, accessible financial products that appeal to investors in crypto and real alternative assets alike.

Eileen Kinsella, Spring 2022 Artnet Intelligence Report

*Investors should still conduct their own due diligence of the offering

Track record


Proven track record

Past artwork transactions managed by Winston Art Group have sold for over 8X the original price

Past performance is no guarantee of future results, and there are significant differences between investing in art and investing in stock, bonds, and other asset classes. See important disclosures.


Our fees


Artory/Winston works carefully to preserve and build Psalm 116’s value and identify ideal market opportunities for delivering potential returns to investors. As such, nearly all fees are in service of the ownership, care, and eventual sale of the artwork. Expenses include storage, insurance, and annual third-party appraisals, as well as audits, legal, management fees and platform fee, and tax filings. 

Unlike other art investment offerings, Artory/Winston does not take a membership fee or a commission fee on the purchase or sale of the artworks, leaving more of the investment gains for investors.

For more details on our fees, please see our Form C.

Leadership


Elizabeth von Habsburg & Nanne Dekking

The art market is difficult to maneuver on your own. By teaming up with market insiders and specialists, you can collect and enjoy iconic works of art while receiving returns on your investment. Elizabeth von Habsburg and Nanne Dekking are the leaders behind this offering on Republic.

Deal terms


Minimum investment

$250

The smallest investment amount that Damien Hirst's "Psalm 116: Dilexi, Quoniam" is accepting.
Learn more

Maximum investment

$50,000

The largest investment amount that Damien Hirst's "Psalm 116: Dilexi, Quoniam" is accepting.
Learn more

Funding goal

$375K

Damien Hirst's "Psalm 116: Dilexi, Quoniam" must achieve its minimum goal of $352.5K before the deadline. The maximum amount the offering can raise is $375K.
Learn more

Deadline
Damien Hirst's "Psalm 116: Dilexi, Quoniam" needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
Learn more
Type of security

Crowd IPA

Crowd IPA (Interests Purchase Agreement) is a simple agreement to acquire membership units of a limited liability company.
Learn more

Price per security

$1

The price of each membership unit.
Learn more

How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Straat100, LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Damien Hirst's "Psalm 116: Dilexi, Quoniam" IPA Psalm 116 (Artory Winston Hirst) Form C:A.pdf Psalm 116 (Artory Winston Hirst) Form C.pdf Artwork Summary.pdf

Bonus perks

In addition to your Crowd IPA, you'll receive perks for investing in Damien Hirst's "Psalm 116: Dilexi, Quoniam".
Invest
$250
Receive
  • Investors receive a complete, blockchain-secured diligence report certifying the high-standard of diligence on the artwork by Winston Art Group, plus
  • Investors are added to our “Insider’s Guide” that’s tailored to alert you on art events, important market updates, and more
Invest
$1,000
Receive
  • All of the above, plus
  • Investors are added to our “Exclusive Events Guide,” a periodic raffle giving you the chance to win invitations to the art world’s most exclusive events
Invest
$2,000
Receive
  • All of the above, plus
  • Receive a pass to an exclusive art fair
Invest
$5,000
Receive
  • All of the above, plus
  • A personal art consultation from the experts at Winston Art Group, tailored to your taste and collecting experience

About Damien Hirst's "Psalm 116: Dilexi, Quoniam"

Legal Name
Straat100, LLC
Founded
May 2022
Form
Delaware LLC
Employees
0
Website
artory-winston.com
Social Media
Headquarters
Google Map location of of Damien Hirst's "Psalm 116: Dilexi, Quoniam"
126 East 56th Street , New York, NY
Headquarters
126 East 56th Street, New York, NY, United States 10022

Damien Hirst's "Psalm 116: Dilexi, Quoniam" Team
Everyone helping build Damien Hirst's "Psalm 116: Dilexi, Quoniam", not limited to employees

Profile picture of Elizabeth von Habsburg
Elizabeth von Habsburg
Managing Director, Winston Art Group
Profile picture of Nanne  Dekking
Nanne Dekking
CEO, Artory
Profile picture of Lindsay Moroney
Lindsay Moroney
COO, Artory
Profile picture of Sarah Emond
Sarah Emond
COO, Winston Art Group
Profile picture of Timothy Kompanchenko
Timothy Kompanchenko
CTO, Artory
2 more team members
Elizabeth von Habsburg
Managing Director, Winston Art Group
Nanne Dekking
CEO, Artory
Lindsay Moroney
COO, Artory
Sarah Emond
COO, Winston Art Group
Timothy Kompanchenko
CTO, Artory

FAQ

What are risks that are specific to this opportunity?

What are risks that are specific to this opportunity?

  1. Investors are encouraged to read the Form C filed by the Issuer to better understand the Risk Factors associated with this particular offering.

  2. The Issuer intends to limit the business of the Issuer to purchasing, holding and selling the Damien Hirst painting “Psalm 116: Dilexi, quoniam” (the “Painting”) fee simple. 

  3. The Issuer has no operating history upon which you can evaluate its performance, and accordingly, its prospects must be considered in light of the risks that any new company encounters.

  4. The Painting may be sold at a loss or at a price that results in a distribution that is below the purchase price of the Capital Interests, or no distribution at all.

  5. If the Painting is sold, potential investment returns will be lower than the actual appreciation in value of the Painting due to applicable commissions, fees and expenses.

  6. There is no assurance of appreciation of the Painting or sufficient cash distributions resulting from the ultimate sale of the Painting.

  7. Insurance coverage is increasingly expensive, including with respect to liability insurance (D&O insurance). The Issuer may not be able to maintain D&O insurance at a reasonable cost or in an amount adequate to satisfy any liability that may arise. An inability to maintain D&O insurance may make it difficult for the Issuer to retain and attract talented officers to serve our company, which could adversely affect our business. D&O Insurance, along with other necessary expenses, are part of the use of proceeds of the Offering. Please see section titled “Use of Proceeds” in the Issuer’s Form C.

  8. The value of the Painting is subjective. And since the valuation of high-end artwork relies in large part on an analysis of historical auction sales, it is more difficult to accurately determine fair value of artwork by artists that have fewer auction sales.

  9. The Painting could be subject to damage, theft or deterioration in condition, which could have a material adverse effect on the value of the Painting.

  10. You could lose your entire or substantially all of your principal. 

  11. The Issuer intends on purchasing a sole asset fee simple and, as such, the Issuer’s assets are not diversified and any upside is entirely contingent on the sale of the sole asset exceeding the cost to purchase, fees and expenses.  

Can I purchase fractional units?

Can I purchase fractional units?

Yes.

What is the minimum and maximum investment amount to participate?

What is the minimum and maximum investment amount to participate?

The Issuer is accepting investments from $250 to $50,000.

What is the Payout Methodology?

What is the Payout Methodology?

Assuming there are funds sufficient for distribution - payouts are distributed in the following order of priority:

  • First, distributions may be made to each republic investor until each investor has received aggregate amounts equal to the sum of the investors’ capital contribution (i.e., investors are paid back their principal). 

  • Second, 93% of distributions may be made to the Investors, in proportion to their respective ownership interests, and 7% of distributions may be made to the Sponsor Member. (Note: This 7% figure is an assumption based on extensive forecasting and historical performance. Historical performance and financial assumptions should not be interpreted as certainty. See important disclosures.)

Is there a Management Fee?

Is there a Management Fee?

The Issuer shall pay to the Manager an annual fee for its services as manager equal to one and one-half percent (1.5%) of the Net Proceeds of the Offering. The Net Proceeds shall mean the difference of subtracting Republic’s five percent (5%) commission and the payment processing fee of one and one half percent (1.5%) of the Target Offering Amount raised. This management fee will remain the same annually and will not increase or decrease based on the underlying asset value.

What is the expected return for investors?

What is the expected return for investors?

Assuming a sale of $550,000-$565,000 for the artwork (which is not guaranteed), the projected annualized net return is 10-14%. The sale price is a target assumption based on the sale of prior artworks produced by Artory Winston Hirst. The foregoing are entirely projections and there is no guarantee of a return on an investment. See associated Risk Factors in the Issuer’s Form C.

How do I get paid and potentially make returns?

How do I get paid and potentially make returns?

When investors purchase membership units in Straat100, LLC, they are helping the team purchase a single asset - Psalm 116: Dilexi, quoniam by Damien Hirst. Owning an interest in Straat100, LLC  allows investors to potentially realize proceeds from the sale of the artwork if it sells at a higher price.

What are K-1s?

What are K-1s?

K-1’s are federal tax documents used to report the income, losses, and dividends for a business' or financial entity's partners. Because the issuer is a limited liability company, investors will receive Form K-1 following the end of each tax year.

What other expenses will the joint venture incur during the five year Hold Period?

What other expenses will the joint venture incur during the five year Hold Period?

The Issuer has planned for various annual and one-time expenses that will cover the protection/preservation of the artwork, tax requirements, appraisals, etc. For these reasons, the issuer  is raising $352,500 - $375,000.  Expenses include items such as  insurance, storage, K1 Fixed Yearly Cost, K1 variable cost, K1 Setup Cost, initial conservator inspection, initial appraisal, shipping, annual desk appraisals, auditor, and filings. Please review the offering documents in full. 

What is the anticipated Hold Period for the artwork?

What is the anticipated Hold Period for the artwork?

The Issuer intends to hold the artwork for five (5) years.

What is the target purchase price for the artwork?

What is the target purchase price for the artwork?

The Issuer seeks to purchase this artwork for $208,000.

What is the structure? What do I own?

What is the structure? What do I own?

The structure of this Crowd IPA is such that investors receive financial interest in the Issuer who will then seek to purchase the sole asset (artwork) fee simple by Damien Hirst: Psalm 116: Dilexi, quoniam.

What are Membership Units?

What are Membership Units?

Learn more here about membership units.

What is an IPA?

What is an IPA?

An Interest Purchase Agreement (IPA) - in this case a Crowd IPA - is a simple agreement to acquire membership units of a limited liability company (LLC). In doing so, the purchaser (investor) receives ownership expressed either as a percentage or a number of units. The intent is for investors to share in the realized profit from the LLC. Learn more here.

Is this investment opportunity open to international investors?

Is this investment opportunity open to international investors?

Yes. If the investor lives outside the United States, it is the investor’s responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the securities, including obtaining required governmental or other consents or observing any other required legal or other formalities.

What is the purpose of this newly formed entity (Straat100, LLC) as it relates to the offering?

What is the purpose of this newly formed entity (Straat100, LLC) as it relates to the offering?

The primary purpose of Straat100, LLC is to purchase title from Strada, LLC in and to the artwork, Psalm 116: Dilexi, quoniam by Damien Hirst. Straat100, LLC will hold and manage such artwork for investment and related purposes and engage in such other lawful businesses or activities as approved by the Manager.

What is the organization structure?

What is the organization structure?

Straat100, LLC is advised by Strada, LLC (d/b/a Artory/Winston).


Strada, LLC (dba Artory/Winston),is a joint venture between Artory, Inc. and Winston Art Group, Inc.


Strada, LLC (dba Artory/Winston) is the “Sponsor Member” and “Manager” of the Issuer.

What entity am I investing into?

What entity am I investing into?

Straat100, LLC (the “Issuer”) is the Issuer for this investment opportunity.  

Who is Artory?

Who is Artory?

Artory provides blockchain-secured registration of verified provenance information about artworks and collectibles.

Who is Winston Art Group?

Who is Winston Art Group?

Winston Art Group is an independent art advisory and appraisal firm in the US, with 75 specialists and over 11 offices around the world.

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

Risks

We could be exposed to losses in the event of title or authenticity claims.

The buying and selling of artwork can involve potential claims regarding title, provenance and or authenticity of the artwork. Authenticity risk related to works of art may result from incorrect attribution, uncertain attribution, lack of certificate proving the authenticity of the artwork, purchase of a non-authentic artwork, or forgery. In the event of a title or authenticity claim against us by a buyer of the Painting from us, we would seek recourse against the seller of the Painting pursuant to authenticity and title representations obtained at the time of purchase, but a claim could nevertheless expose us to losses.

Ownership of the artist’s work may be concentrated, and any large-scale divestiture of a collection could negatively affect prices.

If any major collector were to liquidate a large number of paintings by the artist, the supply and demand dynamic could shift dramatically. A significant increase in the number of paintings by the artist available for sale could reduce prices.

The Painting could be subject to damage, theft or deterioration in condition, which could have a material adverse effect on the value of the Painting.

We plan to store the Painting in a protected environment with security measures, but no amount of security can fully protect a painting from damage or theft. The damage or theft of valuable property, despite these security measures could have a material adverse impact on the value of the Painting and, consequently, the value of our Capital Interests. The Company maintains insurance, but there is no guaranty that such coverage would be adequate to mitigate all of such losses.

Changes in opinions by experts in the artwork regarding authenticity could damage or eliminate the value of the Painting.

Authenticity is often completed by art world experts, and opinions often matter more than scientific data. If a well-respected art expert were to opine negatively on the authenticity of the Painting, it could reduce or eliminate the value of the Painting.

An investment in the Painting is subject to various risks, any of which could materially impair the value of the Painting and the market value of our Capital Interests.

Investing in Painting is subject to the following risks:

  • Authenticity. Claims with respect to the authenticity of a work may result from incorrect attribution, uncertain attribution, lack of certification proving the authenticity of the artwork, forgery of a work of art, or falsification of the artist’s signature. We generally obtain representations of authenticity from sellers, but these representations may not effectively eliminate the risk.

  • Provenance. Claims related to provenance, or history of ownership, are relatively common and allege that an artwork has an uncertain or false origin. Buyers may also negatively perceive some elements of the prior ownership history, or whether the work is considered to have sold too often in the past. With respect to the Painting, buyers may negatively perceive our ownership in the Painting when considering a purchase.

  • Condition. The physical condition of an artwork over time is dependent on technical aspects of artistic workmanship, including the materials used, the manner and skill of application, handling and storage and other factors.

  • Physical Risks. Painting is subject to potential damage, destruction, devastation, vandalism or loss as a result of natural disasters (flood, fire, hurricane), crime, theft, illegal exportation abroad, etc.

  • Legal Risks. Painting ownership is prone to a variety of legal challenges, including challenges to title, nationalization, purchase of work of art from unauthorized person, risk of cheating, money laundering, violation of legal regulations and restitution issues. Purchasing from major auction houses and reputable galleries can reduce, but not eliminate these risks.

  • Market Risks. The art market is prone to change due to a variety of factors, including changes in transaction costs, substantial changes in fees, tax law changes, export licenses etc., changes in legal regulations, changes in attitudes toward art as an investment, changes in tastes, trends (fashion) and changes in supply, such as the liquidation of a major collection. These risks can be specific to certain geographies.

  • Economic Risks. Art values and demand are affected by economic confidence among ultra-high-net-worth individuals.

  • Fraud Risk. The art market is unregulated and prone to abusive practices, including price manipulation, disguised agencies and lack of transparency.

Although Straat100, LLC has agreed to acquire the Painting, the purchase or closing of which has not yet occurred, and will conduct due diligence in connection with its purchase of the Painting, no amount of due diligence can completely insulate a buyer against these risks and if any of these risks materialize, the value of the Painting may decline, and the value of the Capital Interests would be adversely affected.

The price of the Securities has been and are likely to continue to be volatile. In addition to the risk factors described in this section and elsewhere in this Form C, factors that may cause the price of the Securities to fluctuate include, but are not limited to:
  • announcements by us or our competitors of significant contracts, productions, acquisitions or capital commitments;

  • changes in our financial estimates and projects;

  • variations in quarterly operating results;

  • the overall performance of the equity markets;

  • general economic conditions;

  • terrorist acts;

  • litigation involving our company or investigations or audits by regulators into the operations of our company or our competitors;

  • future sales of our securities; and

  • investor perception of us and the industries in which we operate.

We intend to limit the business of the Company to acquiring, holding and selling the Damien Hirst painting “Psalm 116: Dilexi, quoniam” (the “Painting”). We have no 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 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 Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

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 order to achieve the Company’s near and long-term goals, which includes primarily the acquisition of the Painting, the Company may need to procure funds in addition to the amount raised in the Offering. 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 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.

The Painting may be sold at a loss or at a price that results in a distribution that is below the purchase price of the Capital Interests, or no distribution at all.

Any sale of the Painting could be affected at an inopportune time, at a loss and or at a price that would result in a distribution of cash that is less than the price paid by investors to purchase our Capital Interests. We intend to hold the Painting for an extended period of time and may choose to sell the Painting opportunistically if market conditions are favorable, which we believe is necessary to achieve optimal returns. Although the value of the Painting may decline in the future, we have no current intention nor economic incentive to sell the Painting at a loss. In the future, we may elect to do so if we determine that such a transaction would be necessary to satisfy our fiduciary obligations to our shareholders. Lastly, circumstances may arise that may compel us to sell the Painting at an inopportune time and potentially at a loss, such as if we face litigation, regulatory challenges or if the Company ceases to exist. Investors should be prepared to hold their Capital Interests for an indefinite period of time, as there can be no assurance that the Capital Interests can ever be resold or that the Painting can ever be sold or that any sale would occur at a price that would result in an accretive distribution.

The timing and potential price of a sale of the Painting are impossible to predict, so investors need to be prepared to own the Capital Interests for an uncertain or even indefinite period of time.

We intend to hold the Painting for an indefinite period, although the Painting will be perpetually available for sale following the Offering and we will evaluate any reasonable third party offers to acquire the Painting. In addition, the occurrence of certain events may compel us to sell the Painting. Accordingly, a risk of investing in the Capital Interests is the unpredictability of the timing of a sale of the Painting and the unpredictability of funds being available for cash distribution and investors should be prepared for both the possibility they will not receive a cash distribution for many years, if ever, and the contrary possibility that they may receive a cash distribution at any time following the completion of the Offering. An investment in the Capital Interests is unsuitable for investors that are not prepared to hold their Capital Interests for an indefinite period of time, as there can be no assurance that the Capital Interests can ever be resold or that the Painting can be sold within any specific timeframe, or at all.

In the event we are able to sell the Painting, your potential investment returns will be lower than the actual appreciation in value of the Painting due to applicable commissions, fees and expenses.

In the event the Painting is sold, your distribution of cash proceeds will be reduced by commissions, fees and expenses incurred as a result of administering, marketing and selling the Painting. Transaction costs incurred as part of the sale of the Painting will differ depending on whether we choose or are able to sell the Painting privately or through a public auction. In a public auction, the principal transaction costs are a seller’s commission and buyer’s premium (a form of selling commission, based on a graduated scale set by each auction house), both of which reduce the net proceeds received by a seller from what a buyer ultimately pays. The final reported sales price includes the hammer price (i.e., the price at which the auctioneer declared the winning bid), and the buyer’s premium. The buyer may also separately incur additional sales or VAT taxes, fees or royalties. A seller typically receives the hammer price less the seller’s commission, if any. The economic terms negotiated between the seller and the auction house can vary widely depending on a number of factors, including the value and importance of the specific work, whether the work is sold as an individual piece or part of a larger collection, anticipated demand levels, and other factors. In addition, the proceeds receivable by a seller are less favorable if the work is subject to a pre-auction guaranty. If we sell the Painting in private transactions, there may be sales commissions payable to third parties who arrange for the sale transaction or, if no seller’s agent is engaged in connection with such sale, the Company may charge a sales commission in connection with such sale. While we believe we may be able to substantially reduce the transaction costs of selling the Painting, they will not be entirely eliminated.

In addition, Straat100, LLC will be entitled to a seven percent (7%) participation in respect of certain proceeds. Accordingly, your investment returns upon a sale of the Painting, if such a sale can occur and if such sale can generate sufficient funds for a distribution after accounting for applicable fees and expenses, may be significantly lower than the actual rate of appreciation of the Painting.

We may not implement new lines of business or offer new products and services.

Our primary business is to acquire the Painting. Other than acquiring such Painting, we may not implement other lines of business or purchase additional artwork. If we do, 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. 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 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 Company and present and future market conditions. Our business currently does not generate any sales and 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, any of which may materially harm our business, financial condition and results of operations.

The Company’s success depends on the experience and skill of the board of managers and its executive officers.

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

In addition, insurance coverage is increasingly expensive, including with respect to liability insurance (D&O insurance). We may not be able to maintain D&O insurance at a reasonable cost or in an amount adequate to satisfy any liability that may arise. An inability to maintain D&O insurance may make it difficult for us to retain and attract talented officers to serve our company, which could adversely affect our business.

Although dependent on certain board managers and executive officers, the Company does not have any life insurance policies on any such people.

We are dependent on certain board managers and executive officers in order to conduct our operations and execute our business plan, however, the Company 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 Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and our operations. We have no way to guarantee the board managers and executive officers will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring insurance will not ameliorate all of the risk of relying on board managers and executive officers.

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, 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.

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 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) Company, the Company 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 Company’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’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, and we expect costs to comply with such regulations 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.

The Company is formed in and licensed to do business in the State of Delaware. The Company does have its own physical office in New York. The Company has not filed all appropriate documentation, obtained necessary authorizations, paid all fees and any taxes owed or obtained all licensing or approvals necessary to conduct business in New York. The Company intends to engage in all such actions as promptly as possible.

Risks Associated with an Investment in the Painting

There is no assurance of appreciation of the Painting or sufficient cash distributions resulting from the ultimate sale of the Painting.

There is no assurance that the Painting will appreciate, maintain its present value, or be sold at a profit. The marketability and value of the Painting will depend upon many factors beyond our control. There can be no assurance that there will be a ready market for the Painting, since investment in artwork is generally illiquid, nor is there any assurance that sufficient cash will be generated from the sale of the Painting to compensate investors for their investment. Even if the Painting does appreciate in value, the rate of appreciation may be insufficient to cover our administrative costs and expenses.

The value of the Painting is subjective.

The value of the Painting is inherently subjective given its character. The acquisition of the Painting by a segregated portfolio of Straat100, LLC that is wholly-owned by the Company is planned to occur on or before the initial closing of this Offering. The future realizable value of a fine artwork may differ widely from its estimated or appraised value for a variety of reasons, many of which are unpredictable and impossible to discern. In addition, the net realizable value to a seller at auction is often significantly lower than the published sale price because the net proceeds are typically reduced by all or a portion of the buyer’s premium and there may also be a sales commission.

For non-cash generating assets, such as fine art, valuation is heavily reliant on an analysis of sales history of similar artwork. Experts often differ on which historical sales are comparable and the degree of comparability. The attempt to discern value from historical sales data is extremely challenging for a variety of reasons, including, without limitation:

  • Qualitative Factors. Differences in perceived quality or condition between the subject work and the so-called “comparable” sale. Perceived differences in the physical quality and condition of the respective works require subjective judgements as to the valuation impact attributable to such differences.

  • Lack of Reliable Data. Data from non-auction sales, comprising a majority of all sales, is largely unavailable and historical sales data may be inaccurate. Also, data may be stale or unavailable to the public because comparable works may remain off market for extended periods of time, often for generations. Even for public auctions, sale prices may be incorrectly reported due to credits for guarantees entered into with buyers (though under current rules in certain jurisdictions, these are required to be deducted from the reported sale price), or other credits provided to potential buyers.

  • Idiosyncratic Factors. Idiosyncratic motivations of a buyer or seller may significantly affect the sale price. These motivations may relate to an emotional attachment to the work, ego, financial, estate or tax planning objectives, the desire to enhance or complete a specific collection objective, perceptions of supply and scarcity and other factors.

  • Timing Differences. Historical transactions must be viewed in light of market conditions at the time compared to current conditions. Overall market conditions are difficult to track in recent periods and extremely difficult to discern for historical periods. Harder still, is the ability to track the relative popularity of specific works, artists and genres over historical periods.

  • Market Depth. Sale prices only reflect the price a single buyer was willing to pay for a work, so it is very difficult to determine the depth of demand, as defined by the number of potential buyers that are ready, willing and able to purchase an artwork at or below a given price level.

  • Entanglements. It is not uncommon in the art market for buyer, sellers and intermediaries to enter into private contractual arrangements that may affect the selling price in a specific transaction. It is often impossible to know of the existence or terms of any such contractual arrangements.

Accordingly, due to the inherent subjectivity involved in estimating the realizable value of the Painting, any appraisal or estimate of realizable value may prove, with the benefit of hindsight, to be different than the amount ultimately realized upon sale and such differences can be, and often are, material.

Since the valuation of high-end artwork relies in large part on an analysis of historical auction sales, it is more difficult to accurately determine fair value of artwork by artists that have fewer auction sales.

Certain artists such as Andy Warhol and Pablo Picasso have a relatively large global collector base and a well-established track record of auction sales over a lengthy period. These artists were also extremely prolific during their careers, so their artwork is frequently bought and sold at auction. This relatively large volume of data makes estimates of historical pricing trends and fair value ranges for artwork produced by these artists more reliable. By contrast, valuation of works by other artists who have a smaller collector base and or a shorter track record of auction sales is comparatively more difficult and such assessments are generally prone to wider margins of error. When assessing the historical auction performance of artwork by a particular artist, investors are urged to consider the volume of public auction data available. As a general matter, historical pricing trends and fair value estimates are more likely to be more accurate for artists with higher volumes of prior auction sales than pricing trends and estimates for artists that have fewer historical auction sales. Accordingly, there is a higher risk that we may overpay for, or misprice, artwork by artists with fewer auction sales than those with higher volumes of prior auction sales.

We may not be able to find a buyer for the Painting at a reasonable price.

Art is a highly illiquid asset and a significant percentage of objects go unsold when sent to auction. Even in the event that we attempt to sell the Painting, we cannot guarantee that there will be a buyer at any reasonable price. Additionally, if the Painting does go to an auction sale and is not sold, such failure could damage the reputation of the Painting in the marketplace and make it even more difficult to sell in the future.

Temporary popularity of some paintings or categories of art may result in short-term value increases that prove unsustainable as collector tastes shift.

Temporary consumer popularity or “fads” among collectors may lead to short-term or temporary price increases, followed by decreases in value. The demand for specific categories of art and artists is influenced by changing trends in the art market as to which collecting categories and artists are most sought after and by the collecting preferences of individual collectors. These conditions and trends are difficult to predict and may adversely impact our ability to sell the Painting for a profit. These risks of changes in popularity may be greater for a living or emerging artist, as compared to other categories which may have a proven valuation track record over a longer period of time. These trends could result in reduced profitability or a loss upon the sale of the Painting.

Industry sales cycles can be unpredictable.

Purchase behavior by collectors is generally unpredictable due primarily to the discretionary nature, relative scarcity and high values of art purchases. An art buyer may typically purchase art when excess liquidity is abundant. When economic conditions preclude art collectors from purchasing the Painting, such a downturn in sales will affect our ability to sell the Painting. Additionally, many art buyers have significant access to credit to facilitate the purchase of artwork and any changes which would cause art collectors to not access credit could have a serious impact on a collector’s ability to purchase the Painting.

Purchasing the Painting in a privately negotiated transaction may involve greater risk than purchasing artwork at a public auction.

There are differences between purchasing artwork in a private transaction and purchasing at a public auction. Auctions are generally conducted by large companies that often perform higher levels of research and due diligence than private galleries or agents. Auction houses typically have greater financial and other resources as compared to private galleries or agents. Accordingly, if an authenticity claim were to arise, an auction house would likely have greater financial resources (and or higher levels of insurance coverage) to be able to address such claims than private galleries or agents. In addition, sales practices by auction houses are regulated by laws in the countries in which they operate. These laws vary by jurisdiction, but generally prevent unfair and improper practices and require certain mandatory disclosures. By contrast, private galleries and agents are largely unregulated and operate under general legal principles of agency which do not necessarily require the level of fairness, transparency and disclosure that apply to public auctions. Accordingly, there may be higher risks attendant to purchasing artwork in privately negotiated transactions.

Insurance coverage for the Painting does not cover title claims and may not cover all possible contingencies, exposing us to losses resulting from the damage or loss of the Painting.

We plan to maintain insurance coverage for the Painting against damage or loss of the Painting. Our insurance coverage does not cover title claims and may expressly exclude damage caused by war, losses caused by chemical or biological contamination and certain other potential loss scenarios. Accordingly, in the event of a successful claim that we do not have valid title and ownership to the Painting we would rely solely on the representations obtained from the seller to compensate us for such losses, which may prove to be inadequate. In addition, uncovered damage or destruction of the Painting that is not fully covered by insurance could have a material adverse impact on the value of our Capital Interests.

The Company could potentially be found to have not complied with securities law in connection with this Offering related to a Reservation Campaign (also known as “Testing the Waters”)

Prior to filing this Form C, the Company engaged in a Reservation Campaign (also known as “testing the waters”) permitted under Regulation Crowdfunding (17 CFR 227.206), which allows issuers to communicate to determine whether there is interest in the offering. All communication sent is deemed to be an offer of securities for purposes of the antifraud provisions of federal securities laws. Any Investor who expressed interest prior to the date of this Offering should read this Form C thoroughly and rely only on the information provided herein and not on any statement made prior to the Offering. The communications sent to Investors prior to the Offering are attached as Exhibit C. Some of these communications may not have included proper disclaimers required for a Reservation Campaign.

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 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 use of the proceeds from the Offering, the Company’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 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 amount in this Offering based on the Company’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 Company’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 Company’s determination.

The Company has the right to extend the Offering Deadline.

The Company 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 Company 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 Company 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 Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you.

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 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 Company may limit the amount of capital it can raise during the Offering by ending the Offering early.

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

If the Company meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Company to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering 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 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 and will grant a third-party nominee broad power and authority to act on their behalf.

In connection with investing in this Offering investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (the “Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of the Securities, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event, and the Nominee has the authority to open an account in the name of a qualified custodian, of the Nominee’s sole discretion, to take custody of any securities acquired upon this Offering. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Nominee 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 Company nor take or effect actions that might otherwise be available to holders of the Securities. 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 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-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 Company. 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, 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 Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time.

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 financial or other information from the Company, other than as required by law. Other security holders of the Company 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 Company 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 Company such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

Investors purchasing the Securities in this Offering may be significantly diluted as a consequence of subsequent financings.

The Securities being offering will be subject to dilution. The Company may issue additional equity to third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of Securities units will be subject to dilution in an unpredictable amount. Such dilution will reduce an Investor’s control and economic interests in the Company. The amount of additional financing needed by Company will depend upon several contingencies not foreseen at the time of this offering. Each such round of financing (whether from the Company or other investors) is typically intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds are not sufficient, Company may have to raise additional capital at a price unfavorable to the existing investors, including the purchaser. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain such financing on favorable terms could dilute or otherwise severely impair the value of the purchaser’s Company securities.

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.

Each Investor must purchaser the Securities in the Offering for Investor’s own account for investment.

Each Investor must purchase its Beneficial Interest and the economic interest in the securities represented thereby for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and each Investor must represent it has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Investor must acknowledge and agree that the Omnibus Membership Units Instrument (and the Investor’s Beneficial Interest therein) and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor representations.

Investors and the Securities will be subject to transfer restrictions.

During the period commencing on the date of the final prospectus relating to the Company’s closing of the Company’s first firm commitment underwritten initial public offering of common stock pursuant to an effective registration statement filed under the Securities Act, and ending on the date specified by the Company and the managing underwriter (the “Lock-up Period”), which such period shall not exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports, and (ii) analyst recommendations and opinions, no Investor may, without the prior written consent of the managing underwriter: (A) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for common stock (whether such shares or any such securities are then owned or are thereafter acquired); or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities; whether any such transaction described in clause (A) or (B) above is to be settled by delivery of common stock or other securities, in cash, or otherwise.

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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Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC make investment recommendations and no communication, through this Site, or in any other medium, should be construed as a recommendation for any security offered on or off this investment platform. Investment opportunities posted on this Site are private placements of securities that are not publicly traded, involve a high degree of risk, may lose value including the total loss of invested capital, are subject to holding period requirements and are intended for investors who do not need a liquid investment. Past performance is not indicative of future results. Investors must be able to afford the loss of their entire investment. Only qualified investors, who understand the risks of early-stage investment and who meet the Republic's investment criteria may invest. Investors may be restricted to only Accredited Investors or non-U.S. persons, to invest in offerings hosted by OpenDeal Broker. Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC, nor any of their officers, directors, agents and employees make any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this site. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal and financial advisors.

By accessing the Site and any pages thereof, you agree to be bound by the Terms of Use and Privacy Policy. Please also see OpenDeal Broker’s Business Continuity Plan and Additional Risk Disclosures. All issuers offering securities under regulation crowdfunding as hosted by OpenDeal Portal LLC are listed on the All Companies Page. The inclusion or exclusion of an issuer on the Platform Page and/or Republic’s Homepage, which includes offerings conducted under regulation crowdfunding as well as other exemptions from registration, is not based upon any endorsement or recommendation by OpenDeal Inc, OpenDeal Portal LLC, or OpenDeal Broker LLC, nor any of their affiliates, officers, directors, agents, and employees. Rather, issuers of securities may, in their sole discretion, opt-out of being listed on the Platform Page and Homepage.

Investors should verify any issuer information they consider important before making an investment.

Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Therefore, when you use the Services we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license, passport or other identifying documents.

Republic and its affiliates are not and do not operate or act as a bank. Certain banking services are provided by BitGo Trust Company, a South Dakota-chartered trust company and registered money services business. BitGo Trust Company is not an FDIC member. Digital (crypto) assets and investment products are not insured by the FDIC, may lose value, and are not deposits or other obligations of BitGo Trust Company and are not guaranteed by BitGo Trust Company. Terms and conditions apply.

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