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Pelican Air Services

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Problem About Pelican Air Services Product Traction Competition Revenue Vision and strategy Founders Opportunities Testimonials Funding Summary Disclosures
About Team Press Risks

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by SAS Pelican Air Services.
Company documents
Pelican Air Services (Reg D) SAFE Pelican Air Services PPM Supplement.pdf Pelican Air Services (Reg D) PPM.pdf Form CRS.pdf Accreditation FAQs.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf
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Investment summary


  • Year over Year revenue growth of 203%
  • Filling repeat purchase gap between Chateaux and Wine Tourist
  • Delivering Point of Sale technology to Chateaux and Wineries
  • Category transportation leader with Chateaux
  • Building own wine marketplace for direct wine purchases
  • Leveraging customer data for repeat business

OpenDeal Broker LLC charges you a two percent (2.5%) administrative fee on the gross principal transaction with a minimum fee of $5 and a maximum of $300. The fee is added to the total amount of your investment at checkout.

Past financial results are no guarantee of future performance. Click here for important information regarding Financial Projections which are not guaranteed.

Investments in private companies are particularly risky and may result in total loss of invested capital.

This Issuer operates from a foreign jurisdiction; and therefore, many of your country's common laws may not apply or be enforceable.

Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured.

There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees.

Problem


The problem currently with international wine trading 

One Time Sale 

  • Châteaux and Wineries do not benefit from the flow of wine tourism, limiting themselves to one time sales
  • Chateaux don't know their final export customers details: a customer relationship that eludes them

International e-commerce 

  • Sites specializing in the sale of grands crus (Lafite Rothschild, Petrus etc) or private label wines, only operate in one country. 

French e-commerce 

  • Offer limited deliveries to neighboring countries, restricting their market. 

No remote recommendation possibility 

  • You can't recommend a chateau's wine directly from home, only via "pure players" 

An identical model for all export markets 

  • Market dominated by French and foreign wholesalers, limiting the choice of references for consumers. 

About Pelican Air Services


A unique solution for the wine industry 


A Global shipping and e-commerce solution connecting Chateaux, Consumers and Wine Professionals.

Pelican Air Services is a family-owned company that specializes in international wine shipping solutions. It was founded in 2020 in Bergerac, and based today in the hub of famed wine growing region, Bordeaux . 

Over the past 5 years Pelican has developed an in-depth expertise in shipping, logistics, customs import duties and taxes, facilitating the routing of wines for international customers. 

Pelican works directly with multiple Chateaux across the various wine growing regions of France. We facilitate the wine consumers experience by facilitating the shipping process either at the "Point of Sale" or through our Mobile App. Once the consumer leaves the Chateaux they cannot repeat the direct sale.

We see an opportunity to capture follow on sales by introducing a marketplace which will continue to source from our Chateaux network and deliver it to consumers around the world.

Creating a complete end-to-end solution

Product


Combining logistics expertise & technology to connect the world with wine professionals

We are building tools on our website and mobile app for consumers and wine professionals to request delivery services directly. 

Phase One: Mobile Application 

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Automation of processing will enable us to handle a greater amount of order flow. This will facilitate continuing delivery of our services and products to our customers. 

Phase Two: Marketplace 

Pelican Wine Hub 

At the same time, we're building our own marketplace, Pelican Wine Hub, which will sell all the Chateaux wines directly to the consumer and wine professionals. 

The platform accommodates global regulatory standards including the American market and the "Three-Tier System" import, distribution and sale.

Traction


Historical growth 

Financial projections for 2025 

Competition


Pelican's competitors 

2 types of competitors: Logistic competitors & Marketplace competitors 

Logistic competitors 

  • Freight forwarders: Eureka Logistique, MBE (Mail Boxes Etc.) and Wine Shipper focus primarily on managing shipments, working with transport partners to coordinate deliveries. 
    • In comparison, we offer an integrated approach including specialized packaging and custom duty management, better suited to the specific needs of the wine sector. 
  • Carriers: DHL, UPS, FedEx and ChronoPost specialize in fast, reliable, international parcel and freight shipping. Their approach is often limited to communicating freight rates, without the additional services required by wine professionals. 
    • We stand out for our complete integration of specialized packaging and customs management services, offering a much more tailored and personalized solution for specific export needs. 

Marketplace competitors


Pelican stands out from its pure player competitors by offering a truly global marketplace, where consumers are not limited by geographic location.

Thanks to our platform, Pelican Wine Hub, we offer a wide range of products, efficient international delivery and transparent pricing, opening up the wine market to a global audience.

Revenue


Revenue model & margin structure 

Integrated revenue strategy 

1. Direct margin on every shipment managed via our app and marketplace, ensuring regular income from every logistics transaction. 

2. Commissions on sales made on our marketplace, boosting our profitability while guaranteeing a transparent, optimized service for our partners. 

3. Subscriptions to the application generate recurring and loyal revenue while increasing the adoption of our solution. 

Vision and strategy


Our aim is to be the leader in international wine shipping

Our vision is to create a virtuous ecosystem where: 

Enabling individuals and professionals to connect directly, creating a dynamic global wine market accessible to all wine enthusiast.

Future strategy & road map 

Phase 2 will see cross sales of all our wine producers with foreign individual consumers. Our data will facilitate remote sales from our international clients in real time. 

We plan to continue our international expansion while strengthening our Pelican Wine Hub platform. 

In 2025, we plan to: 

  • start the development of the Pelican Wine marketplace 
  • establish a presence in the United States to facilitate entry into the American Market 

Founders


Jean-Michel Ducros - Founder and CEO

Jean-Michel Ducros is founder and CEO of Pelican Air Services. A serial entrepreneur with over 20 years' experience in the food, tourism and air transport sectors, Jean-Michel has demonstrated solid skills in leadership, team management and strategic development. His vision and expertise are essential to propel the company to new heights.

Tom Ducros - COO

Tom Ducros is Pelican's Chief Operating Officer (COO). After a career in telephony and real estate, Tom has devoted himself fully to the company. He oversees day-to-day operations, ensuring that processes run smoothly and efficiently. Tom brings significant experience in operational management, particularly for Pelican's next stage of service digitalization.

Paulo Pinto - Non-Executive Advisor

Paulo Pinto is a non-executive Director at Pelican. With his financial expertise and in-depth knowledge of the wine sector, Paulo provides valuable strategic advice and guides the Board of Directors towards best practices and market opportunities.

Opportunities


Testimonials


We are proud to work with the following premium partners

Funding


The company has been self funded until recently. We recently announced a investment by wine enthusiast and market research legend Tom Dorsey. 

Summary


Pelican Air Services is a complete solution dedicated to international wine deliveries. Based in Bordeaux, our company was born in response to a problem observed in the airport environment: the inability of foreign customers to bring their wine purchased in France directly home, due to customs barriers.

Created in mid-2020 in Bergerac, Pelican Air Services spent three years developing in-depth expertise in logistics and customs duties. By talking to customs and observing their procedures, we identified a crucial need: facilitating the routing of wines for international customers.

Building on this expertise, we decided to digitalize our service:

• Dedicated online space: Wine professionals will have access to a dedicated space on our website, where they can carry out their quotations independently.

• Digital marketing: This web application will enable us to deploy our product commercially and conquer the market of wine professionals, previously developed by word-of-mouth. Automated order processing will enable us to handle an unlimited number of quotations.

At the same time, we're building our own marketplace, "Pelican Wine Hub", which will list all the references of our wine professionals. Pelican will be remunerated not only by its logistics, but also by a 20% commission on each sale made. This platform will comply with the US market and the "Three-Tier System": import, distribution, sale.

Our product and marketplace are the fruit of three years of logistics expertise. This total mastery of our supply chain is enabling us to build the future of wine e-commerce. Pelican Air Services is positioned as the future leader in the distribution and sale of wine, thanks to an integrated, innovative solution perfectly adapted to the needs of professionals in the sector, and to the expectations of consumers worldwide.


Disclosures


This notice should not be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by OpenDealBroker LLC dba the Capital R ("ODB"). OpenDeal Broker LLC is compensated in cash commission by SAS Pelican Air Services. Company will pay OpenDeal Broker LLC: a 4.5% cash commission for the dollar value of the securities sold to Investors pursuant to the combined proceeds of the Offerings up to but not in excess of $500,000.00 and a 3.5% cash commission for the dollar value of the securities sold to Investors pursuant to the combined proceeds of the Offerings greater than $500,000.01 (as such terms are defined in the offering engagement agreement between ODB and SAS Pelican Air Services.

SAS Pelican Air Services has engaged ODB to conduct an offering ("the offering") of SAFEs issued by SAS Pelican Air Services to eligible persons on the Republic platform (the "Platform").

Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured. 

Diversification does not guarantee a profit or protect against losses.

Certain information set forth in this presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.

Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th Floor, New York, NY 10010, please check our background on FINRA’s BrokerCheck. 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.

https://www.finra.org/#/
https://www.sipc.org/

This Offering is limited solely to Purchasers who are “accredited investors” as defined in Regulation D. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are an accredited investor and must have provided a third-party certification attesting to such status as required by Rule 506(c). You must also represent in writing that you are (i) purchasing the SAFEs for your own account and not for the account of others and not with a view of reselling or distributing the SAFEs, (ii) not domiciled or a citizen of a country in which cryptocurrency offerings are illegal, and (iii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.

In order to qualify as an “accredited investor,” a potential Purchaser must meet one of the following conditions of the date on which the SAFE is executed and as of the date of the purchase:

(i) Individual – Income Test. An individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;

(ii) Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual's primary residence);

(iii) IRA or Revocable Company. An Individual Retirement Account (“IRA”) or revocable Company and the individual who established the IRA or each grantor of the Company is an accredited investor on the basis of (i) or (ii) above;

(iv) Self-Directed Pension Plan. A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Partnership;

(v) Other Pension Plan. A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

(vi) Irrevocable Company. An irrevocable Company which consists of a single Company (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Partnership, and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

(vii) Corporations and Other Entities in General. A corporation, partnership, limited liability Company or Massachusetts or similar business Company, that was not formed for the specific purpose of acquiring an interest in the Partnership, and which has total assets in excess of $5,000,000; or

(viii) Entity Owned by Accredited Investors. An entity in which all of the equity owners are accredited investors. OpenDeal Broker LLC is a New York limited liability company. OpenDeal Broker LLC has not independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by the Company.

Deal terms


Accredited investors only. All investors will be required to verify their accreditation.

Valuation cap

$13,000,000

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

Discount

10%

If a trigger event for Pelican Air Services (Reg D) occurs, the discount provision gives investors equity shares (or equal value in cash) at a reduced price.
Learn more.

Minimum investment

$250

The smallest investment amount that Pelican Air Services (Reg D) is accepting.
Learn more

Maximum investment

$250,000

The largest investment amount that Pelican Air Services (Reg D) is accepting.
Learn more

Funding goal

$500K

Pelican Air Services (Reg D) must achieve its minimum goal of $0.01 before the deadline. The maximum amount the offering can raise is $500K.
Learn more

Deadline
Pelican Air Services (Reg D) needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
Learn more
Type of security

SAFE

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

How it works

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by SAS Pelican Air Services.
Company documents
Pelican Air Services (Reg D) SAFE Pelican Air Services PPM Supplement.pdf Pelican Air Services (Reg D) PPM.pdf Form CRS.pdf Accreditation FAQs.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf

Bonus perks

In addition to your SAFE, you'll receive perks for investing in Pelican Air Services.
Invest
$5,000
Receive
  • Receive free shipping on 6 bottles purchased from any of our Chateaux partners.
Invest
$10,000
Receive
  • Receive free shipping on 12 bottles purchased from any of our Chateaux partners.
Invest
$15,000
Receive
  • Receive 6 bottles of wine from one of our Chateaux Partners plus free shipping.
Invest
$20,000
Receive
  • Receive 12 bottles of wine from one of our Chateaux Partners plus free shipping.

About Pelican Air Services

Legal Name
SAS Pelican Air Services
Founded
Apr 2020
Form
France Other
Employees
14
Website
pelicanairservices.com/en
Social Media
Headquarters
Google Map location of of Pelican Air Services
25 Avenue du Périgord , Pompignac, Nouvelle-Aquitaine
Headquarters
25 Avenue du Périgord, Pompignac, Nouvelle-Aquitaine, France 33370

Pelican Air Services Team
Everyone helping build Pelican Air Services, not limited to employees

Profile picture of Jean-Michel Ducros
Jean-Michel Ducros
Founder & CEO
A serial entrepreneur, he has already created several companies in sectors such as food, tourism and air transport. With over 20 years' experience, he has demonstrated skills in leadership, team management and strategic development.
Profile picture of Tom Ducros
Tom Ducros
COO
Founded his first company in telephony, then in real estate, before joining Pelican. He oversees day-to-day operations and ensures that all processes run smoothly and efficiently, particularly in view of the future digitization of Pelican's services.
Profile picture of Antonin Denys-Labrot
Antonin Denys-Labrot
Head of Customer Excellence & International Operations.
A graduate of the Tunon International School, Antonin spent 3 years as Sales Director with the Sofitel group in Marrakech. He left this position to join Pelican Air Services, where he is now a key player.
Profile picture of Paulo Pinto
Paulo Pinto
Founder ALTI Wine Exchange
Paulo Pinto, is our Non-Executive Director. Having spent a career in Banking, his financial expertise and knowledge of the wine sector offers valuable insights on strategic vision and corporate development.
1 more team member
Jean-Michel Ducros
Founder & CEO
Tom Ducros
COO
Antonin Denys-Labrot
Head of Customer Excellence & International Operations.
Paulo Pinto
Founder ALTI Wine Exchange

Press

Thomas Dorsey, Founder of DWA, Acquires Stake in Pelican ...
Prnewswire Prnewswire

PRNewswire/ -- Pelican Air Services, an innovative leader in international wine logistics, proudly announces that Thomas ...

Risks

There is no assurance that the Issuer will successfully implement its business plan and operations and, if successful, manage future growth.
As the Issuer increases its focus on sales efforts and continues to implement its business plan, the Issuer may experience periods of rapid growth, including needs for increased staffing levels. Such growth may place a substantial strain on Issuer management, operational, financial, and other resources. The Issuer will need to attract, retain, train, motivate, and manage high caliber employees. Failure to do so could have a material adverse effect on the Issuer’s business, financial condition, and results of operations.
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.
We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.
The Issuer’s operating company, SAS Pelican Air Services, launched operations in 2020 and the Issuer was organized in 2020. The Issuer is still in an early phase and we are just beginning to implement our business plan of expanding our offerings and geographic reach and growing our business. The Issuer needs to generate additional revenues to fully implement its business plan. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early-stage companies. The Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.
Investors will not be entitled to any inspection or information rights other than those required by law.
Investors will not have the right to inspect the books and records of the Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.
The Issuer is controlled by one entity who exercises voting control.
Jean Michel Ducros, the CEO and Founder of the Issuer, is the CEO of an entity that holds 45% of Voting Common Stock of the Issuer and exercises voting control. Subject to any fiduciary duties owed to our other shareholders or investors under French law, this entity will be able to exercise significant influence over matters requiring shareholder approval, including the election of directors or managers and approval of significant Issuer transactions, and will have significant control over the Issuer’s management and policies. As such, this entity may have interests that are different from yours. For example, it may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Issuer or otherwise discourage a potential acquirer from attempting to obtain control of the Issuer, which in turn could reduce the price potential investors are willing to pay for the Issuer. In addition, this entity could use its voting influence to maintain the Issuer’s existing management, delay or prevent changes in control of the Issuer, issue additional securities which may dilute you, repurchase securities of the Issuer, enter into transactions with related parties or support or reject other management and board proposals that are subject to shareholder approval.
Macro Economic and Market Risk.
We are directly affected by the state of the global economy and geopolitical developments. While macroeconomic risks apply to most companies, we are particularly vulnerable. The transportation industry is highly cyclical and especially susceptible to trends in economic activity. Our primary business is to transport of wine, so our business levels are directly tied to the purchase and production and the rate of growth of global trade — key macroeconomic measurements influenced by, among other things, inflation and deflation, supply chain disruptions, interest rates and currency exchange rates, labor costs and unemployment levels, fuel and energy prices, public health crises, inventory levels, buying patterns and disposable income, debt levels, and credit availability. When individuals and companies purchase and produce fewer products, we transport fewer products.
Additional changes in international trade policies and relations could significantly reduce the volume of goods transported globally and adversely affect our business and results of operations.
The U.S. government has taken certain actions that have negatively affected U.S. trade, including imposing tariffs on certain goods imported into the U.S. Additionally, several foreign governments have imposed tariffs on certain goods imported from the U.S. These actions contributed to weakness in the global economy that adversely affected our results of operations in recent years. Any further changes in U.S. or international trade policy, including tariffs, export controls, quotas, embargoes, or sanctions, could trigger additional retaliatory actions by affected countries, resulting in “trade wars” and further increased costs for goods transported globally, which may reduce customer demand for these products if the parties having to pay tariffs or other anti-trade measures increase their prices, or in trading partners limiting their trade with countries that impose such measures. Political uncertainty surrounding international trade and other disputes could also have a negative effect on business and consumer confidence and spending. Such conditions could have an adverse effect on our business, results of operations and financial condition.
Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenue projections.
A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.
The amount of capital the Issuer is attempting to raise in this Offering may not be enough to sustain the Issuer’s current business plan.
In order to achieve the Issuer’s near and long-term goals, the Issuer may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Issuer will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.
We may face potential difficulties in obtaining capital.
We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with the Issuer and present and future market conditions. Additionally, our future sources of revenue may not be sufficient to meet our future capital requirements. As such, we may 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.
We may expand into other countries, implement new lines of business or offer new products and services within existing lines of business.
We may expand into other countries or 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 expanding into other countries or developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the expansion into other countries or 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. The Issuer may not be successful in expanding into other countries, or introducing new products and services in response to industry trends or developments in technology, or having its business or those new products achieve market acceptance. As a result, the Issuer could retrench or close its business in these other countries, lose business or be forced to price products and services on less advantageous terms to retain or attract clients. As a result, the Issuer’s business, financial condition or results of operations may be adversely affected.
We face various risks as a transportation business.
We operate a business that transports wine directly to consumers from wineries. This may require additional investments to sustain or grow our business, including increased capital requirements. Additionally, there are business risks we face related to operating our transportation business which include our inability to keep pace with rapid technological change, failure in our security procedures or operational controls, failure or inadequacy in our systems or labor resource levels to effectively process customer orders in a timely manner, government regulation and legal uncertainties with respect to transportation, and the collection of sales or other taxes by one or more states or foreign jurisdictions. If any of these risks materialize, they could have an adverse effect on our business. In addition, we may face increased competition in the future from new competitors who enter the market. Our failure to positively differentiate our product and services offerings or customer experience from these new internet retailers could have a material adverse effect on our business, financial condition and results of operations.
If we are unsuccessful in adding consumers to our platform, or if our clients decrease their level of engagement, our revenue, financial results, and business may be significantly harmed.
We offer transportation services directly to consumers via our online platform. The amount of clients for our online platform, and our client’s level of engagement, is critical to our success. Our financial performance is significantly determined by our success in adding, retaining, and engaging active customers of our platform and the products offered. If clients do not perceive our platform, or the products offered thereunder, to be useful, reliable, and trustworthy, we may not be able to attract or retain clients or otherwise maintain or increase the frequency and duration of their engagement. There is no guarantee that we will not experience an erosion of our active client base or engagement levels in the future.
We rely on other companies for our shipping products and to provide support services.
We depend on suppliers and sub-contractors to meet our contractual obligations to our customers and conduct our operations. In particular, we depend on wineries to produce products and global carriers. Our ability to meet our obligations to our customers may be adversely affected if suppliers or contractors do not provide the agreed-upon products or perform the agreed-upon services in compliance with our, or our customer’s, requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we acquire such items, do not provide products which meet required specifications and perform to our, and our customers’, expectations. Our manufacturers may also 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 producers for a particular product. The supply of new or existing products could be delayed or constrained, or a key vendor could delay shipments of completed products to us adversely affecting our business and results of operations.
Product recalls and product liability, as well as changes in product safety and other consumer protection laws, may adversely impact our operations, merchandise offerings, reputation, financial condition, results of operations, and cash flows.
We are subject to regulations by a variety of federal, state, and international regulatory authorities, including regulations regarding the safety and quality of our products. We offer wines from different vendors. One or more of our vendors might not adhere to product safety requirements or our quality control standards, and we might not identify the deficiency before merchandise ships to our customers. Any issues of product safety or allegations that our products are in violation of governmental regulations could cause those products to be recalled. If our vendors fail to manufacture or import merchandise that adheres to our quality control standards, product safety requirements, or applicable governmental regulations, our reputation and brands could be damaged, potentially leading to increases in customer litigation against us. Further, to the extent we are unable to replace any recalled products, we may have to reduce our merchandise offerings, resulting in a decrease in sales. If our vendors are unable or unwilling to recall products failing to meet our quality standards, we may be required to recall those products at a substantial cost to us. Moreover, changes in product safety or other consumer protection laws could lead to increased costs to us for certain merchandise, or additional labor costs associated with readying merchandise for sale.
A failure to effectively expand the Issuer’s marketing and sales capabilities could harm our ability to initiate and increase our customer base and achieve broader market acceptance of its products.
The Issuer’s ability to obtain customers (and purchasers of its products) and thereafter to increase its customer base and achieve broader market acceptance of the Issuer’s platform will depend to a significant extent on the Issuer’s ability to expand its marketing and sales operations. The Issuer plans to expand its management team and engage additional personnel, and also plans to dedicate significant resources to sales and marketing programs. All of these efforts will continue to require that the Issuer invest significant financial and other resources. If the Issuer is unable to hire, develop, and retain talented sales personnel, if its sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if the Issuer’s sales and marketing programs are otherwise not effective, the Issuer’s ability to increase its customer base and achieve broader market acceptance of its platform could be harmed.
We rely on various intellectual property rights, including trademarks, in order to operate our business.
The Issuer relies on certain intellectual property rights to operate its business. The Issuer’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our intellectual property 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. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.
The Issuer’s business plan is based on numerous assumptions and projections that may not prove accurate.
The Issuer’s business plan and potential growth is based upon numerous assumptions. No assurance can be given regarding the attainability of the financial projections. The Issuer’s ability to adhere to, and implement, its business plan will depend upon the Issuer’s ability to successfully raise funds and a variety of other factors, many of which are beyond the Issuer’s control. Likewise, management is not bound to follow the business plan and may elect to adopt other strategies based upon unanticipated opportunities, or changes in circumstances or market conditions. All financial projections contained in the business plan are based entirely upon management’s assumptions and projections and should not be considered as a forecast of actual revenues or our liquidity. Actual operating results may be materially different. Although the Issuer believes the assumptions upon which the Issuer’s business and financial projections are based have reasonable bases, the Issuer cannot offer any assurance that its results of operations and growth will be as contemplated. If any of the assumptions upon which these opinions and projections are based prove to be inaccurate, including growth of the economy in general and trends in the electric vehicle industry, these opinions and projections could be adversely affected. Prospective investors should be aware that these opinions and other projections and predictions of future performance, whether included in the business plan, or previously or subsequently communicated to prospective investors, are based on certain assumptions which are highly speculative. Such projections or opinions are not (and should not be regarded as) a representation or warranty by the Issuer or any other person that the overall objectives of the Issuer will ever be achieved or that the Issuer will ever achieve significant revenues or profitability. These opinions, financial projections, and any other predictions of future performance should not be relied upon by potential investors in making an investment decision in regard to this Offering.
The Issuer’s success depends on the experience and skill of its executive officers and key personnel.
We are dependent on our board of directors, executive officers and key personnel. These persons may not devote their full time and attention to the matters of the Issuer. The loss of all or any of our executive officers and key personnel could harm the Issuer’s business, financial condition, cash flow and results of operations.
Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.
We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel
In order for the Issuer to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience.
Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management and other personnel to develop additional expertise. We face intense competition for personnel, making recruitment time-consuming and expensive. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us, which could further delay or disrupt our product development and growth plans.
We need to rapidly and successfully develop and introduce new products in a competitive, demanding and rapidly changing environment.
The wine industry and varietals of wine are constantly changing. To succeed in our intensely competitive industry, we must continually improve, refresh and expand our product and service offerings to include newer features, functionality or solutions, and keep pace with changes in the industry. Shortened product life cycles due to changing customer demands and competitive pressures may impact the pace at which we must introduce new products or implement new functions or solutions. In addition, bringing new products or solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate changing customer needs and trends. We must continue to respond to changing market demands and trends or our business operations may be adversely affected.
The development and commercialization of our services and products is highly competitive.
We face competition with respect to any services and products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize products. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance, and our ability to generate meaningful additional revenues from our products.
Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue.
Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling service offerings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of our customers or a reduction in our revenue.
Our business could be negatively impacted by cyber security threats, attacks and other disruptions.
We may face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.
Security breaches of confidential customer information, or confidential employee information may adversely affect our business.
Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.
The use of individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.
The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.
The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.
The Issuer may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.
Changes in federal, state, international, local laws and government regulation could adversely impact our business.
The Issuer is subject to legislation and regulation at the federal and local levels and, in some instances, at the state level. New laws and regulations may impose new and significant disclosure obligations and other operational, marketing and compliance-related obligations and requirements, which may lead to additional costs, risks of non-compliance, and diversion of our management's time and attention from strategic initiatives. Additionally, international, federal, state and local legislators or regulators may change current laws or regulations which could adversely impact our business. Further, court actions or regulatory proceedings could also change 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.
We operate in a highly regulated environment, and if we are found to be in violation of any of the international, federal, state, or local laws or regulations applicable to us, our business could suffer.
We are also subject to a wide range of international, federal, state, and local laws and regulations. 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 may incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.
State, federal and French securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state, federal or French securities law in prior offerings of securities.
The Issuer has conducted previous offerings of securities and may not have complied with all relevant stat, federal or French securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Issuer may have violated state, federal or French securities laws, any such violation could result in the Issuer being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Issuer would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Issuer will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts. In addition, if the Issuer violated federal, state or French securities laws in connection with a prior offering and/or sale of its securities, federal, state or French regulators could bring an enforcement, regulatory and/or other legal action against the Issuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.
The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.
The U.S. Securities and Exchange Commission has not reviewed this Memorandum, nor any document or literature related to this Offering. As such, the U.S. Securities and Exchange Commission has not passed upon the merits of the Securities or the terms of the Offering, nor has it passed upon the accuracy or completeness of any Offering document or literature, including this Memorandum.
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 U.S. federal or state securities laws. Investors will not receive any of the benefits available in U.S. 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 Memorandum and its accompanying exhibits.
The Issuer’s management will have broad discretion in how the Issuer uses the net proceeds of the Offering.
The Issuer’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.
At the conclusion of the Offering, the Issuer shall pay the Intermediary equal to four and one-half percent (4.5%) of the dollar value of the Securities issued to Investors pursuant to the Offering. The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.
The Issuer has the right to limit individual Investor commitment amounts.
The Issuer may prevent any Investor from committing more than a certain amount in this Offering based on the Issuer’s determination of the aggregate amount of commitments by, or the aggregate number of Investors. This means that your desired investment amount may be limited or lowered based solely on the Issuer’s determination.
Because the Offering is not subject to the sale of a minimum offering amount, purchase proceeds will be available for use by us as soon as we receive funds and accept such purchases.
The Issuer is offering the Securities on a “best efforts” basis with no prescribed minimum. There is no minimum aggregate sale of Securities required for the Issuer to begin accepting and closing sales of Securities. A minimum offering amount is typically defined and intended to be a protection for investors and gives investors confidence that other investors, along with them, are sufficiently interested in the offering, the issuer, and its prospects to make an investment. By conducting this Offering on a “best effort” basis, this protection is essentially eliminated.
An investment in the Issuer's shares of Simple Agreement for Future Equity could result in a loss of your entire investment.
An investment in the Issuer's Securities offered in this Offering involves a high degree of risk and you should not purchase the Securities if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.
The Securities will not be freely tradable under the Securities Act and each Investor should consult with their attorney.
You should be aware of the long-term nature of this investment in the Issuer. There is neither currently nor ever likely to be a public market for the Securities. The Securities are restricted securities under Regulation D of the Securities Act. Seeing as the Securities have not been registered under the Securities Act or other applicable securities laws and are being sold in reliance upon an exemption from registration afforded under the Securities Act, there are restrictions on their transferability or resale by an Investor. It is not currently being considered that registration under the Securities Act or other securities laws will be affected. As such, the Securities may only be sold in compliance with Regulation D or another applicable exemption from the registration provisions of the Securities Act. 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.
The Securities have few protective provisions.
The Securities in this Offering have few protective provisions. As such, you will be afforded little protection, by any provision of the Securities or as a shareholder, in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Issuer.
Investors will not have voting rights until if/when the Securities convert into shares of the Issuer.
Investors will not have the right to vote upon matters of the Issuer. Under the terms of the Securities, Investors will only be able to vote upon any matters of the Issuer if and when the Securities convert into shares of the Issuer.
The Securities may be significantly diluted as a consequence of subsequent equity financings.
The Issuer’s equity securities will be subject to dilution. The Issuer intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of the Securities will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s control and economic interests in the Issuer. The amount of additional financing needed by the Issuer will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Issuer with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Issuer’s needs, the Issuer may have to raise additional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Issuer. There can be no assurance that the Issuer will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities.
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. Rather, the price of the Securities was derived as a result of internal decisions based upon various factors including prevailing market conditions, the Issuer’s future prospects and needs, research on other companies that have been acquired that is not scientific and is anecdotal only and the Issuer’s capital structure. These prices do not necessarily accurately reflect the actual value of the Securities or the price that may be realized upon disposition of the Securities, or at which the Securities might trade in a marketplace, if one develops. We cannot guarantee that the Securities can be resold at the Offering price or at any other price.
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 Memorandum and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.
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