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Ember Fund

We've built your crypto portfolio for you
Crypto Wealth Management Fintech Apps Crowd SAFE B2C
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Featured image of Ember Fund
Sold out
$5,000,000
Maximum funding goal reached
4,659
Investors
68 days
Left to invest
Join the Waitlist
$50 minimum investment · Deal terms
Co-investors
Uncorrelated Ventures
Early-stage infrastructure software VC
Uncorrelated Ventures invests early in infrastructure software, traditional and decentralized. The firm has invested $300M+ in 60+ companies.
Uncorrelated Ventures also invested in:
Companies
Calm Ventures
Emerging technologies & brands VC
Calm Ventures is a New York / Los Angeles based venture capital and growth equity firm investing in breakout technology companies and emerging brands. Calm Ventures is led by Zachary Ginsburg. Zach has been investing in and advising technology, media and consumer companies for the last eight years. Most recently, he was an investor at OCV Partners, a $260M LA based growth equity fund.
Calm Ventures also invested in:
Companies
Anthos Capital
Growth-stage VC
Anthos is an investment firm focused on growth-stage private companies at the forefront of change. The firm supports dynamic entrepreneurs building disruptive companies in a broad range of industries, including consumer services and products, technology, healthcare, business services, education, and financial services.
Anthos Capital also invested in:
Companies
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Problem Solution Product Traction Customers Biz. model Market Competition Vision and strategy Funding Founders
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Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Ember Fund Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Ember Fund Crowd SAFE Ember Fund Form C:A.pdf Ember Fund Form C.pdf
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Hear from some of the 4,659 people reserved or invested in Ember Fund


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Highlights


$5M+ raised
Company has previously raised over $5M in capital
Leading VC-backed
Company is backed by a leading VC firm
Notable Angel backing
Company is backed by a notable angel investor
  • Leading, powerful crypto investment management platform in a mobile app
  • Raised over $6M from top-tier industry VCs and angels
  • 400%+ YoY revenue growth as of 3/2022
  • 500K+ users with 4.5+ stars average app store reviews as of 3/2022
  • Daily active users doubling every 2–3 weeks as of 3/2022
  • Partnership with Evite.com. 100M users with 300M reach in the US
  • Launched multiple cutting-edge crypto products in 2021 i.e. Metaverse Index

Problem


Investing in crypto successfully is challenging

There has been an explosion of crypto assets in the DeFi, Metaverse, and NFT space; but investing, managing, and understanding it well continues to be difficult.

Investors need to vet thousands of protocols, constantly follow an ever-changing technology landscape, and trade against sophisticated investors with access to proprietary research and trading tools.

Ember is leveling the playing field for retail investors by offering crypto indexes and hedging strategies previously only available to elite investors. 

Solution


Ember Fund:
the smarter way to invest

Ember Fund is a leading, global mobile app that allows users to easily invest in crypto portfolios with just a few taps.


How it works

Crypto is hard. We make it easy.

Product


Designed with a focus on performance, security, and usability

High-performance portfolios

We've curated and constructed high-performance portfolios, including an algorithmic quantitative trading Bitcoin fund, a Metaverse Index, DeFi Index, Yield Farming on stablecoins, and an NFT portfolio launching in 2022. These portfolios are rebalanced monthly. 

One-tap investing

Avoid buying coins on different exchanges and funding them through different wallets. Save time and money by investing in a portfolio of the top coins by sector in one tap. Ember supports connections with your bank account, credit card, Coinbase, external wallet, and Apple Pay.

Low minimums

Invest with as little as $10, add additional funds, and liquidate your portfolio at any time with just one tap.  Automatic recurring deposit functionality is on the roadmap.

B2B2C channel

Wealth advisors and investment managers can easily create their own custom crypto strategies for their clients to invest in. Utilize Ember's in-app marketing tools to drive even more AUM and referrals. We've successfully piloted a number of asset managers on our B2B2C platform, and plan to scale into the hundreds of millions of AUM in the next year. 

Artificial Intelligence

Ember has partnered with Mage.ai to build multiple machine learning models that personalize the Ember app experience for each investor.

Best-in-class technology

Cutting-edge smart contracts for cost-effective and seamless trade execution with deep liquidity. Access fully collateralized and tokenized crypto baskets without paying exorbitant gas fees. 

Traction


Explosive new user growth

We recently launched a viral referral program, resulting in each user referring 4+ new users. We're acquiring thousands of new users a day and it's growing fast.

Most of these users are opening the app 6-7 times per week, catapulting our daily active user growth.


With our new lower minimum investment requirement, the number of investment purchases have grown by 5x. This metric will continue to grow as we layer on more portfolios, implement retention marketing strategies, and offer automatic recurring deposits to enable dollar-cost averaging. 

The 3/6/12-month AUM retention rates were 121.9/124.8/228.2% for 2021. Invested user retention is over 80% after 12 months. This means people are investing, sticking around, and investing more.                                                       

—
Media

We've been covered by various publications:

User referral & open app rates as of March 2022; investment purchases growth & invested user retention as of Feb 2022.

Customers


Users love Ember Fund

4.5+ star rating on both Android and iOS


On our B2B side, we recently launched a partnership with Evite.com. 100M users can now gift an Ember portfolio to a loved one in just a few clicks. We've also filed a joint provisional patent with Evite.

Business model


3–4% on AUM

Our margins are over 90%. Most of the direct costs associated with our revenue are simply hosting costs, which are minimal. 

Margins as of March 2022

Market


Rapidly growing $120B+ addressable market

The crypto market as a whole has increased significantly over the past years. The global crypto market cap grew from $100B in 2019 to $1.5T in 2021. Crypto fund, crypto venture capital investing, and index investing comprise almost 10% or $120B of the market, but is only currently available to institutional investors. 

While exchanges like Coinbase and Gemini have introduced retail investors to single coin trading, we believe that diversified portfolios and indexes will dominate the crypto investing landscape, akin to the popularity of mutual funds and indexes in equities markets. 45.7% of Americans are invested in a mutual fund, while only 14% are invested in a single stock.

The number of people with a Bitcoin wallet is rapidly growing.


A paradigm shift is happening

Crypto as an asset class continues to be validated by skyrocketing market caps. Retail investors are moving to mobile investment platforms, while the explosion of new innovative crypto products remains inaccessible to the masses. Ember aims to scale its DeFi investment platform across millions of smart phones.

Competition


First to market
with a 3-year head start

We started building in 2018. Ember has a massive head start on building the technology, brand and community.

Vision and strategy


Build product & scale

Our vision is to be the investment platform for crypto. 

There is a massive paradigm shift happening. Inflation, record-low interest rates, and distrust in legacy financial institutions / governments is resulting in record outflows from assets like gold and fiat into crypto native assets. 

Ember is in a strong position to become the dominant platform for retail investors globally to invest in cryptocurrencies and cutting-edge cryptocurrency assets.

Consumers around the world are beginning to demand diversified and hedged investment products that are user friendly and drive higher, risk-adjusted returns. Ember has spent 3 years building and delivering a product that meets this need. We’ve found product market fit and now it’s time to aggressively scale.

We want to do this through two business units:

Direct to Consumer - Become the next generation global tech-enabled Vanguard for crypto. Unlike legacy fintechs, we’ll be able to tap into the 50% of the population that is unbanked or underbanked, and allow access for billions of retail investors around the world to institutional-grade products.

B2B2C - Leverage the proprietary technology platform we’ve built to allow other elite investment managers to distribute their portfolio through an award-winning mobile experience. The end goal is to scale this to hundreds of managers, each with $50M to $100M in AUM.

We’re a highly technical team with decades of combined experience in machine learning, data engineering, and smart contracts. We want to build a full-stack automated crypto investing experience that will allow users to earn, educate, and invest in the easiest way possible. 

Funding


Backed by leading VC firms

Ember has raised over $6M from top VC firms in the consumer and crypto space. We also have individual investors like: Brian Dilley (ex-CTO of Blockfolio and Tiktok), Honey/Paypal executives, Ying Lee (ex-Kleiner Perkins), Richard Jun (BAM.VC), David Yeom (CEO of Evite.com) and a top 30 market cap blockchain.

Founders


Strong founding team with AI/ML & smart contract experience

$

Deal terms


Valuation cap

$80,000,000

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

Minimum investment

$50

The smallest investment amount that Ember Fund is accepting.
Learn more

Maximum investment

$500,000

The largest investment amount that Ember Fund is accepting.
Learn more

Funding goal

$25K – $5M

Ember Fund needs to raise $25K before the deadline. The maximum amount Ember Fund is willing to raise is $25K – $5M.
Learn more

Deadline
Ember Fund 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 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

Nominee Lead

Chief Executive Officer of the Company (currently Alex Wang)

Will direct the Nominee on certain matters like voting, amendments and conversions affecting the security.
Learn more

How it works

Documents

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

Bonus perks

In addition to your Crowd SAFE, you'll receive perks for investing in Ember Fund.
200 investors
Invest
$1,000
Receive
  • $50 Bitcoin sent to your Ember Fund wallet
    Sold out (0 left of 200)

You can still invest $1,000 without the perk.

40 investors
Invest
$5,000
Receive
  • $250 Bitcoin sent to your Ember Fund wallet
    Sold out (0 left of 40)

You can still invest $5,000 without the perk.

9 investors
Invest
$10,000
Receive
  • $500 Bitcoin sent to your Ember Fund wallet
    Limited (1 left of 10)
Join the Waitlist
5 investors
Invest
$20,000
Receive
  • $1000 Bitcoin sent to your Ember Fund wallet
    Sold out (0 left of 5)

You can still invest $20,000 without the perk.

2 investors
Invest
$100,000
Receive
  • $5000 Bitcoin sent to your Ember Fund wallet
    Sold out (0 left of 2)

You can still invest $100,000 without the perk.

About Ember Fund

Legal Name
Ember Fund Inc.
Founded
Jun 2019
Form
Delaware Corporation
Employees
10
Website
emberfund.io
Social Media
Headquarters
Google Map location of of Ember Fund
12130 Millennium Drive 02-174 , Los Angeles, CA
Headquarters
12130 Millennium Drive, 02-174, Los Angeles, CA, United States 90094

Ember Fund Team
Everyone helping build Ember Fund, not limited to employees

Profile picture of Alex Wang
Alex Wang
Co-Founder | CEO
Profile picture of Guillaume Torche
Guillaume Torche
Co-Founder | CTO
Profile picture of Mario Lazaro
Mario Lazaro
Co-Founder | CIO
Profile picture of Harrison Wang
Harrison Wang
Growth Advisor
Previously ran growth at Blockfolio and led User Growth & Analytics as the 12th employee at TikTok. BA from Johns Hopkins & MBA from USC.
Profile picture of Cher Park
Cher Park
Head of Growth
Previously at Dave app. E-commerce at Forever 21 and investment banking at Lehman Brothers. BS from Cornell University.
Profile picture of Harsharn  Singh
Harsharn Singh
Investment Associate
Most recently at a $800mm long/short hedge fund covering consumer and fintech. Previously, finance and strategy at Quantcast. MBA graduate from the Wharton School of the University of Pennsylvania.
Profile picture of Hayden Todd
Hayden Todd
Product & Ops
Previously operations at Acorns and former financial advisor at Northwestern Mutual. BS from University of California, Irvine.
Profile picture of Anthony Bruscantini
Anthony Bruscantini
Senior Engineer
Full-stack engineer with a focus on Javascript and web technologies. Previously at BlackBerry.
Profile picture of Michael  Kim
Michael Kim
Product & Growth
Previously product at Intuit and Wells Fargo Asset Management. BA from University of California, Berkeley.
Profile picture of Karim  Lamouri
Karim Lamouri
Senior Software Engineer
Previously lead machine learning engineer and lead data engineer at a venture backed ad tech company. Extensive experience in security and infrastructure scaling.
Profile picture of Richard  Jun
Richard Jun
Investor
Co-Founder and Managing Director of BAM Ventures, seed investors in Honey ($4B exit to Paypal)
Profile picture of David Yeom
David Yeom
Investor
CEO at Evite. Previously Co-Founder and CEO at Hollar, VP of Marketing and Business Development at The Honest Company.
Profile picture of Brian Dilley
Brian Dilley
Investor
Co-Founder at Unblocked, Co-Founder at QuickRide. Previously Founder & CTO @Flipagram (acquired by ByteDance / TikTok), CTO @Blockfolio (acquired by Alameda Research / FTX)
Profile picture of Deergha Sahni
Deergha Sahni
Technology Advisor
Director of Engineering at Clutter. Previously lead technology teams at Google, Microsoft and Quantcast. M.S. from Columbia.
Profile picture of Rena Shah
Rena Shah
Advisor
Head of Exchange at Binance.US. Ex-management consultant at Kinship Advisors & private equity at McNair Interests ($2B AUM).
Profile picture of Tommy Dang
Tommy Dang
Advisor
Led Product & Engineering at Airbnb. CEO of Mage.
Profile picture of Pierre Roussel
Pierre Roussel
Software Engineer
Experience auditing complex IT infrastructures and building backend systems. Deep knowledge in cryptography and zero-knowledge proofs.
Profile picture of Jason  Gotlieb
Jason Gotlieb
Outside Counsel
Chair of Morrison Cohen's White Collar and Regulatory Enforcement Practice Group, and a partner in the Firm’s Business Litigation Department.
Profile picture of Nicholas Merten
Nicholas Merten
Distribution Partner
#1 Most viewed Youtuber for Cryptocurrencies
Profile picture of Marius Kramer
Marius Kramer
Distribution Partner
#1 Most viewed Writer on Quora for Cryptocurrencies
Profile picture of Kailash Bihani
Kailash Bihani
Senior Software Engineer
Previously a lead software engineer at Adobe, and a malware researcher at McAfee. Extensively worked on web technologies (Javascript, React Native, ReactJS, etc), as well as Java and assembly language. Develops with a security first approach.
18 more team members
Alex Wang
Co-Founder | CEO
Guillaume Torche
Co-Founder | CTO
Mario Lazaro
Co-Founder | CIO
Harrison Wang
Growth Advisor
Cher Park
Head of Growth
Harsharn Singh
Investment Associate
Hayden Todd
Product & Ops
Anthony Bruscantini
Senior Engineer
Michael Kim
Product & Growth
Karim Lamouri
Senior Software Engineer
Richard Jun
Investor
David Yeom
Investor
Brian Dilley
Investor
Deergha Sahni
Technology Advisor
Rena Shah
Advisor
Tommy Dang
Advisor
Pierre Roussel
Software Engineer
Jason Gotlieb
Outside Counsel
Nicholas Merten
Distribution Partner
Marius Kramer
Distribution Partner
Kailash Bihani
Senior Software Engineer

Press

Evite Teams With Investment Platform Ember Fund
Pymnts
·
Dec 6, 2021

Digital invitation service Evite is teaming up with investment management platform Ember Fund to offer the first-ever cry...

Evite And Ember Fund Partner To Offer Consumers First-Eve...
Benzinga
·
Dec 6, 2021

LOS ANGELES, Dec. 6, 2021 /PRNewswire/ -- , the world's leading digital invitation service, is pleased to announce a part...

Ember Fund Raises $5.3M to Build Out Trading App - CoinDesk
CoinDesk CoinDesk
·
Mar 31, 2021

Ember's AI and machine-learning algos look to protect retail investors from getting rekt. Ember Fund, a trading app that ...

Ember Fund Raises $5.3M to Build Out Trading App
Yahoo Yahoo
·
Mar 31, 2021

Ember Fund, a trading app that aims to convert your phone into a crypto hedge fund, has raised a $5.3 million seed round....

Non-custodial crypto investing app Ember Fund raises $5.3...
The Block The Block
·
Mar 31, 2021

Non-custodial crypto investing app provider Ember Fund has raised $5.3 million in a seed funding round. Sharing the news ...

Crypto Portfolio App Ember Seeks $1 Million in SEC-Regist...
CoinDesk CoinDesk
·
Nov 1, 2019

Ember Fund, makers of an AI-managed cryptocurrency portfolio app, is seeking to raise up to $1 million through a Securiti...

Crypto Portfolio App Ember Seeks $1 Million in SEC-Regist...
Yahoo Yahoo
·
Nov 1, 2019

Ember Fund, makers of an AI-managed cryptocurrency portfolio app, is seeking to raise up to $1 million through a Securiti...

Meet the TC Top Picks for Disrupt SF 2019
TechCrunch TechCrunch
·
Oct 14, 2019

Honestly, the creativity and quality of early-stage startups and their founders never ceases to amaze us. When we issued ...

Bitcoin trades above $11,000, after 10% weekend jump
U.S. U.S.
·
Jun 24, 2019

LONDON/NEW YORK (Reuters) - Bitcoin tested 15-month highs on Monday after jumping more than 10% over the weekend, with an...

Emberfund Turns Your Phone Into a Crypto Hedge Fund - Coi...
CoinDesk CoinDesk
·
May 14, 2019

When we think about investing in crypto we imagine a single, monolithic transaction and then years of HODLing. The folks ...

Alex Wang CoFounder of Ember Fund
Vimeo Vimeo
·
Jan 8, 2019

This is "Alex Wang CoFounder of Ember Fund" by Business Rockstars on Vimeo, the home for high quality videos and the peop...

Episode 188 - Featured Project - Emberfund.io wit Alex Wa...
CryptoBasic Podcast CryptoBasic Podcast
·
Jan 4, 2019

On today's featured project episode we are talking with Alex Wang, the Co-Foudner of Emberfund.io. He has helped create a...

Episode 203 - CryptoConvos: Marius Kramer of Emberfund.io...
CryptoBasic Podcast CryptoBasic Podcast

We're starting the week off with another exciting interview, as we've got Marius Kramer, number #1 writer on Quora for cr...

Crypto Conservative: Old-time Investing in a Brave New World
Hackernoon Hackernoon

Crypto is the Wild West of investing. Where Silicon valley meets Walls Street, mafia kingpins and Snap-obsessed Generatio...

0 to $1 Million in 5 Months for Our Cryptocurrency Startup
Hackernoon Hackernoon

"What if we have too many users?" A question we naively asked before we launched our product. I think there is always som...

The Bitcoin Bull Run | Why central banks are fueling the ...
YouTube YouTube

bitcoin #crypto #cryptocurrencies Checkout Emberfund: https://emberfund.app.link/datadashemberinterview Email: [email protected]

TechCrunch on LinkedIn: "Ember Fund is a mobile app that ...
Linkedin Linkedin

October 16, 2019: TechCrunch posted on LinkedIn

TC Top Picks: Ember Fund
TechCrunch TechCrunch

Ember Fund is a mobile app that lets anyone invest in cryptocurrencies from anywhere in the world. The TC Top Picks progr...

Show all

FAQ

How do I earn a return?

How do I earn a return?

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

What must I do to receive my equity or cash in the event of the conversion of my Crowd SAFE?

What must I do to receive my equity or cash in the event of the conversion of my Crowd SAFE?

Suppose the Company converts the Crowd SAFE as a result of an equity financing. In that case, you must open a custodial account with the custodian and sign subscription documentation to receive the equity securities. The Company will notify you of the conversion trigger, and you must complete necessary documentation within 30 days of such notice. If you do not complete the required documentation with that time frame, you will only be able to receive an amount of cash equal to (or less in some circumstances) your investment amount. Unclaimed cash will be subject to relevant escheatment laws. For more information, see the Crowd SAFE for this offering.


If the conversion of the Crowd SAFE is triggered as a result of a Liquidity Event (e.g. M&A or an IPO), then you will be required to select between receiving a cash payment (equal to your investment amount or a lesser amount) or equity.  You are required to make your selection (and complete any relevant documentation) within 30 days of such receiving notice from the Company of the conversion trigger, otherwise you will receive the cash payment option, which will be subject to relevant escheatment laws. The equity consideration varies depending on whether the Liquidity Event occurs before or after an equity financing. For more information, see the Crowd SAFE for this offering.

Still have questions? Check the discussion section.

Risks

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.
While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.
Upon the 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 Company does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.
In the event of the dissolution or bankruptcy of the Company, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.
In the event of the dissolution or bankruptcy of the Company, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all of the creditors and more senior security holders, including any holders of preferred stock, have been paid in full. Neither holders of the Securities nor holders of CF Shadow Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Company.
There is no present market for the Securities and we have arbitrarily set the price.
The Offering price was not established in a competitive market. We have 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.
A Crowd SAFE holder may lose their right to any appreciation or return on investment due to defaulting on certain notice and require action requirements in such Crowd SAFE; failure to claim cash set aside in this case may result in a total loss of principal.
The Crowd SAFE offered requires a holder to complete, execute and deliver any reasonable or necessary information and documentation requested by the Company or the Intermediary in order to effect the conversion or termination of the Crowd SAFE, in connection with an Equity Financing or Liquidity Event, within thirty (30) calendar days of receipt of notice (whether actual or constructive) from the Company. Failure to make a timely action may result in the Company declaring that the Investor is only eligible to receive a cash payment equal to their Purchase Amount (or a lesser amount in certain events). While the Company will set aside such payment for the investor, such payment may be subject to escheatment laws, resulting in a total loss of principal if the Investor never claims their payment.
Equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Company at the time of conversion.
In the event the Company decides to exercise the conversion right, the Company 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 First Equity Financing Price (as defined in the Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the First 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 Company 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 Company. 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 Crowd SAFE agreement, which is attached as Exhibit C.
Equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.
The Company’s equity securities will be subject to dilution. The Company 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 Company. The amount of additional financing needed by the Company 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 Company with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Company’s needs, the Company 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 Company. There can be no assurance that the Company 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 Company has certain equity grants and convertible securities outstanding. Should the Company 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.
The Company may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.
The Company may never conduct a future equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Company may never undergo a liquidity event such as a sale of the Company 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. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.
Investors will be unable to declare the Security in “default” and demand repayment.
Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Company 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 Company.
Investors will not be entitled to any inspection or information rights other than those required by law.
Investors will not have the right to inspect the books and records of the Company or to receive 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 will not have voting rights, even upon conversion of the Securities into CF Shadow Securities. Upon the conversion of the Securities into CF Shadow Securities (which cannot be guaranteed), the holders of the CF Shadow Securities will be required to enter into a proxy with the Intermediary or its designee to ensure any statutory voting rights are voted in tandem with the majority holders of whichever series of securities the CF Shadow Securities follow.
Investors will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities (the occurrence of which cannot be guaranteed). Upon such conversion, the CF Shadow Securities will have no voting rights and, in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holders are required to enter into a proxy agreement with the Intermediary or its designee to vote their CF Shadow Securities with the majority of the holder(s) of the securities issued in the round of equity financing that triggered the conversion right. For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would receive CF Shadow Securities in the form of shares of Series B-CF Shadow Preferred Stock and would be required to enter into a proxy that allows the Intermediary or its designee to vote their shares of Series B-CF Shadow Preferred Stock consistent with the majority of the Series B Preferred Stockholders. Thus, Investors will essentially never be able to vote upon any matters of the Company.
Investors will not become equity holders until the Company decides to convert the Securities into “CF Shadow Securities” (the type of equity securities issuable upon conversion of the Securities) or until there is a change of control or sale of substantially all of the Company’s assets.
Investors will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Company. Investors will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities into CF Shadow Securities. The Company is under no obligation to convert the Securities into CF Shadow Securities. In certain instances, such as a sale of the Company or 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 Company.
Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.
In connection with investing in this Offering to purchase a Crowd SAFE (Simple Agreement for Future Equity) investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (“Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of a Crowd SAFE or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Crowd SAFE, and as part of the conversion process 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 conversion of the Crowd SAFE. 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 Crowd SAFE 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 Crowd SAFE to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security.
The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.
You should be aware of the long-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 effected. 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.
The Company has the right to conduct multiple closings during the Offering.
If the Company meets certain terms and conditions, an intermediate close of the Offering can occur, which will allow the Company to draw down on seventy percent (70%) of the 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.
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 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 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’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.
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 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.
State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.
The Company has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Company may have violated state or federal securities laws, any such violation could result in the Company being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Company 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 Company 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 Company 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 Company which, among other things, could result in the Company having to pay substantial fines and be prohibited from selling securities in the future.
We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.
We are also subject to a wide range of federal, state, and local laws and regulations, that include, but are not limited to, 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.
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.
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.
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.
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.
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.
The Company is subject to the risk of possibly becoming money services business under U.S. Bank Secrecy Act and other federal laws.
Under U.S. federal law, money services businesses must register with the Department of the Treasury. There is a risk that the Company could meet the definition of money services business and be required to register with FinCEN. Money transmitter falls within the definition of money services business and is defined as a person that provides money transmission services, or any other person engaged in the transfer of funds. If it were established that the Company were a money transmitter, there would be a risk, among other material adverse consequences, that it could become subject to monetary penalties or injunctive relief, or both, in an action brought by the SEC or the FINRA, that the Company may be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with the Company undertaken during the period it was established that the Company was an unregistered money services business. If it were established that the Company were a money services business, this would have a material adverse effect on its business and financial operations and its ability to continue as a going concern. The Company, based on the facts and circumstances of its business model and guidance from the U.S. Department of Treasury, does not believe it is a money services business as defined. The predominant reason for the Company’s view is that the Company does not act as a financial intermediary in transactions, customers of the Company have total independent control of their digital assets at all times, and the customer’s digital assets is not custodied by the Company.
The Company’s Bitcoin Rewards Program could potentially create tax implications for the Company and its clients.
The Company currently has a daily rewards program whereby clients may receive Bitcoin every 24 hours by reading provided material concerning cryptocurrency, and the Company also offers rewards for client referrals and other promotions. All clients receive their rewards via an “airdrop” of the provided Bitcoin tokens. While the current consensus is that receipt of an airdrop of Bitcoin will be treated as income, the Internal Revenue Service (IRS) has not yet provided explicit guidance on how airdrops of cryptocurrency are to be taxed, and taxation of Bitcoin airdrops may be subject to regulatory change in the future in ways that might affect adversely affect the Company and its clients.
The Company is subject to the risk of possibly becoming subject to New York State’s requirement of a Virtual Currency Business Activity License or becoming subject to other state licensing requirements.
On June 3, 2015, New York State Department of Financial Services (“NYDFS”) issued its comprehensive regulatory scheme for digital currency businesses, called the “BitLicense.” The BitLicense scheme requires most businesses involved in digital currency transactions in or involving New York, excluding merchants and consumers, to apply for a license from the NYDFS and to comply with anti-money laundering, cyber security, consumer protection, and financial and reporting requirements, among others. Other states have similar regimes (for example, a bill in California would have imposed a similar regime, although the bill was shelved), or have required virtual currency businesses to register with their states as money transmitters, which results in virtual currency businesses being subject to requirements similar to those of NYDFS’s BitLicense regime. Certain state regulators, such as Texas Department of Banking and Kansas Office of State Bank Commissioner, have found that bitcoins do not constitute money, and that mere transmission of bitcoin does not constitute money transmission requiring licensure. The North Caroline Commissioner of Banks has issued guidance providing that North Carolina’s money transmission regulations only apply to transmission of virtual currency and not its use. One June 28, 2014, the Governor of the State of California signed into law a bill that removed state-level prohibitions on the use of alternative forms of currency or value. The bill indirectly authorizes use of bitcoins as an alternative form of money in the state. The inconsistency in applying money transmitting licensure requirements to certain virtual currency businesses may make it more difficult for virtual currency businesses to provide services, which may affect consumer adoption of virtual currencies and their prices, which may negatively impact the value of the Company and/or its securities.
The Company is subject to the risk of possibly becoming an investment advisor under the Investment Advisers Act.
The Investment Advisers Act is a U.S. federal law that defines the role and responsibilities of an investment advisor/adviser. Section 202(a)(11) of the Investment Advisers Act defines an investment adviser as any person or firm that: (1) for compensation; (2) is engaged in the business of; (3) providing advice to others or issuing reports or analyses regarding securities. A person must satisfy all three elements to fall within the definition of “investment adviser.” As a result of a portion of the Company’s operations, specifically as it relates to curating portfolios of digital assets, the Company runs the risk of inadvertently becoming an investment adviser, which would require the Company to register under the Investment Advisers Act. Registered advisers are subject to extensive, restrictive and potentially adverse regulations. Registered investment advisers are not permitted to operate their business in the manner in which the Company operates its business. If it were established that the Company were an investment company, there would be a risk, among other material adverse consequences, that it could become subject to monetary penalties or injunctive relief, or both, in an action brought by the SEC, that the Company would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with the Company undertaken during the period it was established that the Company was an unregistered investment adviser. If it were established that the Company were an investment adviser, this would have a material adverse effect on its business and financial operations and its ability to continue as a going concern. The Company, based on the facts and circumstances of its business model, does not believe it is an investment adviser as defined within the Investment Advisers Act. The predominant reason for the Company’s view is that the company is not engaged in the business of providing advice to others or issuing reports or analyses regarding securities for compensation.
The Company is subject to the risk of possibly becoming a broker dealer under the Securities Exchange Act.
The Securities Exchange Act regulates certain companies that engage in the business of effecting transactions in securities for the account of others or for their own account. Broker dealers are subject to extensive, restrictive and potentially adverse regulations relating to, among other things, operating methods, leverage, management, capital structure, dividends and transactions with affiliates. If it were established that the Company were a broker dealer under the Securities Exchange Act, there would be a risk, among other material adverse consequences, that it could become subject to monetary penalties or injunctive relief, or both, in an action brought by the SEC or the FINRA, that the Company may be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with the Company undertaken during the period it was established that the Company was an unregistered broker dealer. If it were established that the Company were a broker dealer, this would have a material adverse effect on its business and financial operations and its ability to continue as a going concern. The Company, based on the facts and circumstances of its business model, does not believe it is a broker dealer as defined under the Securities Exchange Act. The predominant reason for the Company’s view is that the Company is not engaged in the business of effecting transactions in securities for its own account or for the account of others.
The Company is subject to the risk of possibly becoming an investment company under the Investment Company Act.
The Investment Company Act regulates certain companies that invest in, hold or trade securities. As a result of the Company’s business operations, it runs the risk of inadvertently becoming an investment company, which would require the Company to register under the Investment Company Act. Registered investment companies are subject to extensive, restrictive and potentially adverse regulations relating to, among other things, operating methods, leverage, management, capital structure, dividends and transactions with affiliates. Registered investment companies are not permitted to operate their business in the manner in which the Company operates its business, nor are registered investment companies permitted to have many of the relationships that the Company has with its affiliated companies. If it were established that the Company were an investment company, there would be a risk, among other material adverse consequences, that it could become subject to monetary penalties or injunctive relief, or both, in an action brought by the SEC, that the Company would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with the Company undertaken during the period it was established that the Company was an unregistered investment company. If it were established that the Company were an investment company, this would have a material adverse effect on its business and financial operations and its ability to continue as a going concern. The Company, based on the facts and circumstances of its business model, does not believe it is an investment company as defined within the Investment Company Act. The predominant reason for the Company’s view is that the Company is not in the business of investing, reinvesting, owning, holding, or trading in securities.
Company’s business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, technology, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to the Company’s business practices, increased cost of operations or otherwise harm the Company’s business.
The Company is subject to a variety of laws and regulations in the United States and abroad that involve matters central to its business, including user privacy, blockchain technology, broker dealer, data protection and intellectual property, among others. Foreign data protection, privacy, broker dealer and other laws and regulations are often more restrictive than those in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which the Company operates. The Company has adopted policies and procedures designed to comply with these laws. The growth of its business and its expansion outside of the United States may increase the potential of violating these laws or its internal policies and procedures. The risk of the Company’s being found in violation of these or other laws and regulations is further increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and are open to a variety of interpretations. Any action brought against the Company for violation of these or other laws or regulations, even if the Company successfully defends against it, could cause the Company to incur significant legal expenses and divert its management’s attention from the operation of its business. If the Company’s operations are found to be in violation of any of these laws and regulations, the Company may be subject to any applicable penalty associated with the violation, including civil and criminal penalties, damages and fines, the Company could be required to refund payments received by it, and it could be required to curtail or cease its operations. Any of the foregoing consequences could seriously harm its business and its financial results. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase its operating costs, require significant management time and attention, and subject the Company to claims or other remedies, including fines or demands that the Company modifies or ceases existing business practices.
Changes in government regulation of Internet companies could adversely impact our business.
The Company is subject to legislation and regulation at the federal and local levels and, in some instances, at the state level. The Federal Communications Commission and/or United States Congress may attempt to change the classification of or change the way that our online content platforms are regulated and/or change the framework under which Internet service providers are provided Safe Harbor for claims of copyright infringement, introduce changes to how digital advertising is regulated and consumer information is handled, changing rights and obligations of our competitors. We expect that court actions and regulatory proceedings will continue to refine our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.
Although dependent on certain key personnel, the Company does not have any key person life insurance policies on any such people.
We are dependent on certain key personnel in 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 key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.
Technology relied upon by the Company for its operations may not function properly.
The technology relied upon by the Company may not function properly, which would have a material impact on the Company’s operations and financial conditions. Trading on the Company’s software has at times been limited and consequently the existing software has not been tested with significant trading volume. There may be no alternatives available if the Company’s technology does not work as anticipated. The technology may malfunction because of internal problems or as a result of cyberattacks or external security breaches. Any such technological problems would have a material adverse impact on the Company’s revenue and its prospects.
The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees.
In particular, we are dependent on Alex Wang, our Chief Executive Officer, Guillaume Torche, our Chief Technology Officer, and Mario Lazaro, our Chief Information Officer. The Company has or intends to enter into employment agreements with Guillaume Torche and Mario Lazaro, however there can be no assurance that it will do so or that they will continue to be employed by the Company for a particular period of time The loss of Alex Wang, Guillaume Torche or Mario Lazaro or any executive officer could harm the Company’s business, financial condition, cash flow and results of operations.
We rely on various intellectual property rights, including trademarks, in order to operate our business.
The Company relies on certain intellectual property rights to operate its business. The Company’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.
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 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 may not have enough authorized capital stock to issue shares of capital stock to investors upon the conversion of any convertible security, including the Securities, into shares of our capital stock.
Currently, our authorized capital stock consists of 6,880,000 shares of common stock, all of which are issued and outstanding. 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 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. 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.
Our fraud detection processes and information security systems may not successfully detect all fraudulent activity by third parties aimed at our employees or users of our mobile applications and websites, which could adversely affect our reputation and business results.
Third-party actors may attempt in the future, to conduct fraudulent activity by engaging with users of our mobile applications and websites by, for example, attempting to solicit personal information or money from users, and by engaging with our employees by, for example, making fake requests for transfer of funds. Though we might have taken other measures to identify fraudulent activity on our mobile applications, websites and internal systems, we may not be able to detect and prevent all such activity. Similarly, the third parties we use to effectuate these transactions may fail to maintain adequate controls or systems to detect and prevent fraudulent activity. Persistent or pervasive fraudulent activity may cause users and advertisers to lose trust in us and decrease or terminate their usage of our products and services, or could result in financial loss, thereby harming our business and results of operations.
The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.
In order to achieve the Company’s near and long-term goals, 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.
We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.
The Company is 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.
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