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Wallet Manage your digital assets Mobile app Available on iOS or Android Learning center Explore investor resources FAQ Get your questions answered
Growth capital solutions
Capital fundraising Raise on Republic Tokenized assets Design, launch, manage tokenized assets Sharedrops Gift equity as a reward Founder Academy A complete guide to raising funds
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Advisory Access veteran web3 advisors Infrastructure Stake your digital assets
Tokenization Deploy your assets on-chain
Institutional services
Republic Capital In-house Venture Capital fund
Broker dealer Regulated capital services
Logo of Rentberry

Rentberry

Invest Pre-IPO in the AI Revolution Transforming $13 Trillion Real Estate Industry
B2B B2C Women Founders Fintech Real Estate Tech AI & Machine Learning Big Data
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Featured image of Rentberry
$3,855,376
77% raised of $5M max
487
Investors
26 days
Left to invest
Invest in Rentberry
$500 minimum investment · Deal terms
Pitch Discussion 267 Updates 26 Reviews 66
Invest Invest in Rentberry
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Summary Funding Investor Testimonials Impact Problem Solution Market and Strategy Biz. model Investors Customers Traction Team
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Rentberry Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Subscription Agreement Rentberry Form C-A.pdf
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Hear from some of the 487 investors in Rentberry


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Highlights


  • 🚀 NASDAQ ticker “RNTB” reserved. Invest in our pre-IPO growth phase!
  • 🌍 Transforming the $13T real estate industry with AI-driven innovation.
  • 📈 100% revenue growth with a clear path toward $50M+ ARR.
  • 🔥 $40M+ raised from top-tier VCs, leading CEOs, and 10,000+ investors.
  • 🤖 World's first fully automated AI agent for the global rental market.
  • 🏘️ 5M+ users & 20M+ properties across 90+ countries & 70+ partnerships.
  • 🛡️ Patented AI & big data tech automating the entire rental lifecycle.

Summary


Why Invest?

Home rental is no longer just a necessity. It is a global lifestyle and economic choice for over 2.3 billion people living across 641 million rental units. The rental market is vast, dynamic, and rapidly expanding.

With the AI industry projected to surpass $1.8 trillion by 2030, Rentberry is uniquely positioned as an early market leader with its groundbreaking AI Real Estate Agent. Supported by strong traction, a rapidly growing global user base, and patented technology, Rentberry is now entering its pre-IPO stage, creating a rare opportunity to invest before the company goes public.

We are also proud to share that NASDAQ has officially reserved our ticker symbol: RNTB.

Funding


Backed by Top VC Funds

Rentberry has already raised over $40 million from top-tier venture funds including Innova Capital Partners, 808 Ventures, and 369 Growth Partners, along with high-profile angel investors from Google, McKinsey & Company, CBRE, and many others.

We have also successfully completed multiple crowdfunding campaigns on platforms such as Wefunder, StartEngine, and Republic, raising more than $18 million from a community of 10,000+ investors.

Investor Testimonials


Impact


Recognized by the Industry

Rentberry has earned multiple awards and industry distinctions for its innovative technology and exceptional user experience. NASDAQ has also officially approved and reserved our IPO ticker symbol, RNTB — a major milestone on our path toward becoming a public company.

Problem


The Home Rental Market Needs Innovation

Tenants want a transparent and flexible rental experience, yet most platforms still function like basic classifieds, offering minimal support and locking billions of dollars in security deposits. Landlords want quality tenants, efficiency, and time savings, but today’s rental solutions lack a true end-to-end ecosystem. As a result, properties are undervalued and essential home rental tasks remain manual.

Solution


The Future of Real Estate is Here!

Our AI Real Estate Agent enables tenants to submit personalized offers, negotiate lease terms, and complete rental applications with ease. It unlocks over $500 billion currently trapped in security deposits and significantly reduces move-in costs. At the same time, it empowers landlords to identify reputable tenants faster, automate routine tasks, streamline lease management, save valuable time, and reduce leasing risks.



Market and Strategy


Rentberry Umbrella

At Rentberry, we understand that the challenges of traditional real estate require intelligent, scalable, and fully integrated solutions. That’s why we created the AI Real Estate Agent, a groundbreaking technology designed to automate and streamline every step of the rental journey. By combining cutting-edge AI with a global real estate ecosystem, we are not simply improving the experience for tenants and landlords. We are redefining how the world rents.

Business Model


Freemium Business Model

Rentberry generates revenue through its AI-powered real estate platform, featuring the world’s first AI Real Estate Agent. Our freemium model opens multiple monetization channels across landlords, tenants, and enterprise partners. 

Through AI-driven leasing automation, dynamic pricing, and intelligent property matching, Rentberry streamlines the entire rental journey. Landlords can list, screen, and manage properties more efficiently, while tenants benefit from a faster and more personalized way to find and secure a home. 

This model supports recurring revenue, scalable growth, and strong unit economics as Rentberry continues expanding across global markets.

Rentberry on TV


Investors


Leading CEOs and 10,000+ Investors Trust Us

Our product is well-established and consistently delivering real results. In 2025 alone, Rentberry processed more than 100 million properties across 90 countries. This is not just about vision, roadmaps or future ambitions. Rentberry has a proven track record of success in the real estate sector, trusted by top executives, industry leaders and thousands of investors worldwide.

Customers


Customers Around the World Love Rentberry

In 2025, Rentberry has already welcomed over 45 million active users across 90 countries, with New York, Los Angeles, London, Berlin, and Sydney leading in activity. As we enter Q4 2025, our momentum continues as engagement surges across every major market, strengthening our global footprint more than ever before.

Traction


We’ve Got Solid Traction

Our numbers are accelerating month after month. Renters and landlords are increasingly choosing our fully automated, AI-driven rental experience. This continued momentum is reflected in our exceptional user growth, strong engagement, and the rapidly expanding volume of properties processed through the platform.


Team


Meet the People Behind the Product

The visionaries driving the innovation and growth of the Rentberry platform.


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Deal terms


Security type
Common Stock
Funding range
$75K / $5M
100% of $75K minimum offering amount has been reached.

The maximum amount the offering can raise is $5M.
Learn more
Minimum investment
$500
The smallest investment amount the issuer is accepting in this offering.
Deadline
July 1, 2026
Rentberry campaign will end on .
Learn more
How it works

Documents

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

Bonus perks

In addition to your Common Stock shares, you'll receive perks for investing in Rentberry.
Invest
$500
Receive
  • 5% Bonus Shares
  • 12-Month AI Agent Access
  • Quarterly Roadmap Updates
  • Bronze Status
Invest $500
Invest
$1,000
Receive
  • 10% Bonus Shares
  • 1% Homebuyer Rebate with AI Agent
  • 24-Month AI Agent Access
  • Exclusive Beta Access
  • Silver Status
Invest $1,000
Invest
$5,000
Receive
  • 20% Bonus Shares
  • 1.5% Homebuyer Rebate with AI Agent
  • Lifetime AI Agent Access
  • Priority Support
  • Gold Status
Invest $5,000
Invest
$10,000
Receive
  • 30% Bonus Shares
  • 2% Homebuyer Rebate with AI Agent
  • Lifetime AI Agent Access
  • VIP concierge
  • Platinum Status
Invest $10,000
Invest
$25,000
Receive
  • 40% Bonus Shares
  • 2.5% Homebuyer Rebate with AI Agent
  • Lifetime AI Agent Access
  • VIP concierge
  • Invite to Annual Investor Summit
  • Sapphire Status
Invest $25,000
Invest
$50,000
Receive
  • 45% Bonus Shares
  • 3% Homebuyer Rebate with AI Agent
  • Lifetime AI Agent Access
  • Executive Concierge
  • Advisory Board Seat
  • Diamond Status
Invest $50,000

About Rentberry

Legal Name
Rentberry Inc.
Founded
Aug 2015
Form
Delaware Corporation
Employees
45
Website
rentberry.com
Social Media
Headquarters
Google Map location of of Rentberry
201 Spear Street 1100 , San Francisco, CA
Headquarters
201 Spear Street, 1100, San Francisco, CA, United States 94105

Rentberry Team
Everyone helping build Rentberry, not limited to employees

Profile picture of Oleksiy Lubinsky
Oleksiy Lubinsky
CEO
UC Berkeley graduate and former investment banker with a track record of founding and exiting multiple ventures. A PropTech visionary, he leverages deep financial expertise to define Rentberry’s strategy and lead its path toward a NASDAQ debut.
Profile picture of Oleksandr Kotovskov
Oleksandr Kotovskov
Head of Design
Award-winning designer uniting business objectives with user needs to define product vision. Builds scalable design systems that ensure Rentberry remains a benchmark for intuitive, high-impact UI/UX prioritizing simplicity and transparency.
Profile picture of Vlad Shpuryk
Vlad Shpuryk
CTO
Highly regarded full-stack architect with 11 years of experience scaling complex, enterprise-grade infrastructure. Lead engineer behind Rentberry’s AI Agent, specializing in secure, high-concurrency systems automating the rental lifecycle globally.
Profile picture of Alex Humeniuk
Alex Humeniuk
CMO
Growth-focused marketing leader with deep expertise in brand positioning, SEO, and social media. Proven record of scaling the platform globally and establishing Rentberry as one of the world’s fastest-growing PropTech companies.
Profile picture of Kate Barneveld
Kate Barneveld
CIO and Head of Customer Success
Data-driven strategist focused on optimizing user value and investor relations. Bridges technology and human service to keep investors updated on performance while ensuring a frictionless, 5-star experience for 5M+ monthly users.
2 more team members
Oleksiy Lubinsky
CEO
Oleksandr Kotovskov
Head of Design
Vlad Shpuryk
CTO
Alex Humeniuk
CMO
Kate Barneveld
CIO and Head of Customer Success

Press

60 US Startups Became Unicorns: Here’s the Full List
TechCrunch

The list included Elon Musk’s xAI, as well as several other AI startups, such as Rentberry.

The 5 Best AI Platforms Transforming the $13 Trillion Market
TechBullion TechBullion

Artificial intelligence has become essential in real estate, driving the industry into its next era.

Rentberry Leads the AI Disruption in Real Estate
CNET CNET

Powered by advanced AI, Rentberry transforms the rental experience with personalized matches and transparent pricing.

Three Months to $5B and More Unicorn News
Crunchbase News Crunchbase News

Nine companies joined the Crunchbase Unicorn Board in September, bringing its total valuation to just shy of $5.2 trillion.

Rentberry: Where Rent Meets Its Real Value
WSJ WSJ

An innovative platform transforming apartment hunting into a fair, competitive, and fully online experience.

These Startups Have Raised $150 Million Through Crowdfunding
Benzinga Benzinga

Becoming an investor isn't as tricky as most individuals picture it, nor is it meant solely for high-profile individuals.

Six Startups Reshaping Real Estate
Entrepreneur Middle East Entrepreneur Middle East

These six startups are redefining the industry with technology, transparency, and smarter data.

9 New Unicorns Surpass $1 Billion Valuations
TechRound TechRound

In September 2025, nine different privately owned companies surpassed $1 billion valuations, earning them unicorn status.

Companies Revolutionizing Real Estate
RealTrends - Blog RealTrends - Blog

Here’s a closer look at six real estate companies transforming the industry through innovation.

Show all

FAQ

How do I earn a return?

How do I earn a return?

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

What is a custodian and what is a custodial account?

What is a custodian and what is a custodial account?

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

Why use a custodial account?

Why use a custodial account?

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

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

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

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

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

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

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

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

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

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

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

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

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

Why would a company use a custodian like BitGo?

Why would a company use a custodian like BitGo?

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

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

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

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

  • Anguilla

  • Belarus

  • Belgium

  • Bermuda

  • Bonaire, Sint Eustatius and Saba

  • Cuba

  • El Salvador

  • France

  • Grenada

  • Guadeloupe

  • Haiti

  • India

  • Indonesia

  • Iran

  • Israel

  • Jamaica

  • Japan

  • Montserrat

  • North Korea

  • Qatar

  • Russia

  • Saint Kitts and Nevis

  • Syria

  • Turks and Caicos Islands

  • Venezuela

  • Vermont, USA

When does Rentberry plan to go public?

When does Rentberry plan to go public?

Rentberry is planning to pursue an initial public offering (IPO) within the next 24 months. The company is targeting a multi-billion-dollar valuation, with internal projections anticipating a valuation in excess of $5 billion at the time of a public listing.

Importantly, Rentberry has already successfully secured and reserved the ticker symbol RNTB with NASDAQ, officially approved by the exchange and representing a significant milestone toward becoming a publicly traded company.

Rentberry’s planned IPO represents a significant potential liquidity and valuation inflection point, offering early investors access to upside that is typically unavailable prior to a public listing.

How much return can I make?

How much return can I make?

Early-stage crowdfunding investors have the potential to achieve outsized gains when they invest in high-growth companies before major liquidity events.

Across leading equity crowdfunding platforms, successful companies that later achieved IPOs or acquisitions have delivered returns ranging from 5x to 50x+ for early investors, representing 500% to 5,000%+ upside. These outcomes are driven by entering at early valuations, before institutional rounds, major scale, or public-market exposure.

What makes this a unique opportunity:

  • Early entry point – Crowdfunding allows investors to participate at valuations traditionally reserved for venture capital and private equity.

  • Clear growth catalysts ahead – Rentberry is targeting multiple value-inflection events, including significant revenue expansion, a planned Reg A+ raise at a higher valuation, and a targeted IPO within 24 months.

  • Massive market opportunity – The global rental and real estate technology markets represent trillions of dollars in annual transaction volume, with strong tailwinds from digital transformation.

  • Democratized upside – Unlike public markets where much of the growth is already priced in, crowdfunding investors gain exposure before large-scale institutional participation.

In short, this offering provides access to a pivotal stage of growth with the potential for exceptional reward, the core reason many investors choose equity crowdfunding as part of a diversified, long-term investment strategy.

What are some notable partnerships?

What are some notable partnerships?

Rentberry has established partnerships with more than 70 prominent companies across the real estate and property technology ecosystem. Notable partners include Expedia Group, a global travel platform with a market capitalization of approximately $37 billion; Realtor.com, which has been valued at $2.5 billion by Morgan Stanley; and Apartment List, a major player in the U.S. rental market with more than 5 million listings nationwide.

These strategic partnerships strengthen Rentberry’s platform, expand market reach, and reinforce our position within the global real estate industry.

When can I sell my shares and receive a profit?

When can I sell my shares and receive a profit?

Investors may have the opportunity to sell their shares upon a liquidity event, such as when the company goes public through an initial public offering (IPO) or in the event of a merger or acquisition (M&A).

Rentberry is currently planning to pursue an IPO within the next 24 months, at which time we expect the company’s valuation to exceed $5 billion. A successful public listing or strategic transaction would provide investors with the potential opportunity to realize returns on their investment.

Have you received any acquisition interest in the past?

Have you received any acquisition interest in the past?

Yes. Over 15 companies have expressed interest in acquiring Rentberry. These include well-known industry leaders such as ImmobilienScout24, Keller Williams, Corcoran, REA Group, and Carroll Organization, which manages approximately $7 billion in real estate assets.

Most recently, Rentberry was approached by a publicly traded Canadian real estate company that expressed interest in making an acquisition offer. However, at this time, we are not pursuing a sale. We anticipate a significant increase in capitalization over the next 12–16 months, which we believe will propel Rentberry’s valuation beyond the unicorn mark.

Have any Venture Capital or Private Equity funds invested in Rentberry?

Have any Venture Capital or Private Equity funds invested in Rentberry?

Yes. Rentberry has secured investment from a broad group of prominent real estate focused venture capital and private equity firms, including 808 Ventures, Innova Capital Partners, 369 Growth Partners, Yellow Capital, Zing Capital, and AIM, among others.

Do you have plans to raise capital in the future?

Do you have plans to raise capital in the future?

Yes. Like many successful growth-stage companies, Rentberry plans to raise additional capital to accelerate expansion and scale operations. In the second half of 2026, we intend to launch a $20 million Reg A+ offering at a substantially higher valuation.

In addition, Rentberry is planning an initial public offering (IPO) within the next 24 months on NASDAQ, where we have already reserved the ticker symbol RNTB.

We expect future funding rounds to reflect significantly higher valuations compared to the current Reg CF capital raise available on the Republic platform, underscoring our continued growth trajectory and long-term vision.

Have you conducted any crowdfunding campaigns in the past?

Have you conducted any crowdfunding campaigns in the past?

Yes. Rentberry has successfully completed multiple crowdfunding campaigns on leading platforms such as WeFunder, StartEngine, and Republic, raising more than $18 million from 10,000+ investors worldwide. 

These campaigns reflect strong market validation and broad investor confidence in Rentberry’s vision and long-term growth.

Who are your notable investors from the real estate industry?

Who are your notable investors from the real estate industry?

Rentberry is supported by a distinguished group of high-profile leaders spanning the global real estate, finance, and property technology sectors, including:

  • Ray Wirta – CEO of The Koll Company and former CEO and Chairman of CBRE, a publicly traded company with a market capitalization exceeding $17 billion.

  • Max Tappeiner – President of Wynn Al Marjan and former EVP of Wynn Las Vegas, where he managed the successful opening of the $4.3 billion flagship property.

  • Patrick Frost – Board Member of Roche and former CEO of Swiss Life, Europe’s largest insurance provider and property owner/manager, overseeing more than $54 billion in assets under management.

  • Michael Koran – Founder and CEO of Primary Residential Mortgage, a nationwide residential mortgage banker that has funded over $6.3 billion in home loans.

  • Brian Nelson – President of Versity Investments, a national real estate company specializing in purpose-built student housing and select multifamily communities.

  • Kevin Pshebniski – CEO of Hopewell Development, one of the largest residential and commercial developers and property managers, with ownership exceeding 15 million square feet of retail space.

  • Scott White – Chairman of Invesque, a leading healthcare real estate company with more than $1.3 billion invested across independent and assisted living properties in 17 states.

  • David Zelman – President of Zelman & Associates, a premier housing market research and analytics firm.

  • Lee Leslie – CEO of RE50, a B2B real estate brokerage licensed in all 50 U.S. states.

Together, these investors bring unparalleled expertise, credibility, and industry insight that support Rentberry’s long-term vision and continued growth.

Where is Rentberry headquartered?

Where is Rentberry headquartered?

Headquartered in San Francisco, California, Rentberry sits at the center of Silicon Valley’s dynamic tech landscape. This world-class ecosystem keeps us closely connected to industry leaders, forward-thinking partners, venture capital, and an exceptional pool of talent, fueling continuous innovation and growth.

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

Risks

Voting control is in the hands of our CEO and Founder.

Voting control is concentrated in the hands of the Issuer’s Founder and CEO, Oleksiy Lubinsky (formerly known as Oleksiy Lyubynskyy), through a series of proxies, voting agreements and other provisions in the Issuer’s Stockholders’ Agreement, which each Investor must execute the Joinder Agreement, attached as Exhibit A to the Subscription Agreement, to become a party to the Stockholders’ Agreement in order to purchase shares of the Company’s Common Stock in this Offering. Subject to any fiduciary duties owed to owners or investors under Delaware law, our Founder and CEO will be able to exercise significant influence on matters requiring owner approval, including the election of directors, approval of significant Issuer transactions, and will have unfettered control over the Issuer’s management and policies. Investors may have interests and views that are different from the Issuer’s management. For example, management may support proposals and actions with which investors may disagree with. Our CEO could use his voting influence to maintain the Issuer’s existing management, delay or prevent changes in control of the Issuer or support or reject other management and board proposals that are subject to owner approval.

Investors will have no ability to impact or otherwise influence corporate decisions of the Issuer.

Investors who purchase shares of the Company’s Common Stock in this Offering must become a party to the Issuer’s Stockholders’ Agreement by executing the Joinder Agreement, attached as Exhibit A to the Subscription Agreement. Under the Issuer’s Stockholders’ Agreement, Investors will grant an irrevocable proxy to the Issuer’s CEO, Oleksiy Lubinsky, to vote the shares of Common Stock acquired in this Offering on all matters put to a vote of the stockholders. If applicable, Investors shall direct Custodian to vote in accordance with the Stockholders’ Agreement. The CEO’s proxy will terminate upon the earlier of the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock, the effectiveness of a registration statement under the Exchange Act covering the Common Stock, or five years from the date of execution of the Investor’s Subscription Agreement.

Notwithstanding the expiration of the CEO’s proxy described above, the Stockholders’ Agreement grants the CEO a separate proxy and power of attorney in cases where the investor does not vote or votes in a manner inconsistent with that agreement. Votes required by this proxy and power of attorney include:

  • Votes in favor of Mr. Lubinsky’s slate of directors where Mr. Lubinsky still holds the requisite number of shares; and

  • Vote in favor of increasing the number of shares of Common Stock.

This proxy and power of attorney terminates upon the earlier of the consummation of the Issuer’s first underwritten public offering of its Common Stock, the consummation of a sale of the Issuer and distribution of proceeds to or escrow for the benefit of the stockholders, or the written consent of the Founder and the holders of a majority of the issued and outstanding shares of the Issuer’s Common Stock.

Additionally, the Stockholders’ Agreement mandates that the Issuer’s Founder, defined as Mr. Lubinsky, the Issuer’s CEO, approve of certain transactions, including the sale, transfer or disposition of substantially all of the Issuer’s assets, debt in excess of $5 million, merger, restatement of assets, any agreement to issue any capital stock, option, warrant or other convertible security of the Issuer other than pursuant to an employee benefit plan, or the amendment of the Issuer’s certificate of incorporation or bylaws.

Moreover, the Stockholders’ Agreement with certain shareholders entails a provision under which the Issuer may require stockholders to sell their shares of Common Stock back to the Issuer.

Our financials were prepared on a “going concern” basis.

Our financial statements were prepared on a “going concern” basis. Certain matters, as described below and in Note 1 to the accompanying financial statements indicate there may be substantial doubt about the Company’s ability to continue as a going concern. We have not generated profits since inception, and we have had a history of losses. We had a net loss of $3,954,412 and $4,083,338 for the fiscal years ending December 31, 2024 and 2023, respectively and a retained deficit of $21,253,720 as of December 31, 2024. We had cash and cash equivalents of $1,904,654 and

$2,505,358 as of December 31, 2024 and 2023, respectively. We will need to raise significant amounts of funds in order to continue developing our platform, monetizing its features, marketing our services and raising our profile through advertising and social media. Our ability to continue operations is dependent upon our ability to generate sufficient cash flows from operations to meet our obligations, which the Company has not been able to accomplish to date, and/or to obtain additional capital financing.

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, a lack of, or reduced, revenues from sales, as well as the inherent business risks associated with the Issuer and present and future market conditions. We have not generated profits since inception and have a history of losses. 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.

Past performance is not a guarantee of future results.

Forward looking statements and projections are subject to a number of assumptions, risks and uncertainties which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied be these forward-looking statements and projections. These and other factors could adversely affect the outcome and financial effects of the plans and events of Rentberry and may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. No statement is intended to be nor may be construed as a profit forecast. Prospective investors are cautioned not to invest based on these forward-looking statements and projections.

An investment in Rentberry is speculative and may involve substantial investment and other risks. Such risks may include, without limitation, risk of adverse or unanticipated market developments, risk of market competition, risk with respect to the execution of Rentberry’s business objectives, and risk of illiquidity.

The performance results of an investment in Rentberry stock can be volatile. No representation is made that Rentberry will achieve certain performance goals or that any investment in Rentberry will make any profit or will not sustain losses. Past performance is no indication of future results.

We may be impacted by economic downturns in certain real estate markets in which we operate or by a prolonged global economic downturn.

The landlords and tenants that are the potential users of the Rentberry platform are affected by local, regional, national and international economic conditions and other events and occurrences that affect the market for rental properties. A protracted decline in economic conditions will cause downward pressure on Rentberrys’ operating margins as a result

of lower activity in the rental market. A prolonged downturn in one or more of the economies in the countries where Rentberry operates would result in reduced demand and will affect the ability of Rentberrys’ platform to generate significant revenue.

The Issuer’s platform services are relatively new in an industry that is still quickly evolving.

We believe that the online residential property rental market is in early stages of development and anticipate that significant shifts in landlord and tenant behaviors may occur rapidly and on an ongoing basis. The Issuer continues to learn a great deal about the market participants as the industry evolves. The Issuer may not successfully anticipate or keep pace with industry changes, and the Issuer may invest considerable financial, personnel and other resources to pursue strategies that do not, ultimately, prove effective such that its business, results of operations and financial condition may be harmed.

We believe that our platform fills a needed space in the rental industry by providing transparency and efficiency in an opaque market. We also believe our streamlined, no contact services will benefit both landlords, tenants and other providers of products and services on our platform, especially during COVID-19 type crises. However, our potential market may not be as large as we anticipated, or the number of our platform users may not grow as rapidly as planned. With a smaller market than expected, we may have fewer landlords, tenants and other providers of products and services through our platform. Success will likely be a factor of investing in the development and implementation of marketing campaigns, subsequent change of behaviors by tenants and landlords from traditional in-person rentals to our platform, and favorable changes in the regulatory environment.

The Issuer’s future success also substantially depends on the continued use of the internet as the primary medium for the real estate rental marketplace. For any number of reasons, internet use may not continue to develop as the Issuer anticipates. If users begin to access real estate information through other media and the Issuer fails to innovate, its business, results of operations and financial condition may be negatively impacted.

We may implement new lines of business or offer new products and services within existing lines of business.

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.

Constant innovation and user engagement are not guaranteed.

Rentberry’s success depends on its continued innovation to provide new, and improve upon existing, products and services that make its platform useful for users. If Rentberry is unable to continue offering high-quality, innovative products and services, it may be unable to attract additional users or retain current users which could harm Rentberry’s business, results of operations and financial condition.

Even though Rentberry intends for the Rentberry platform to have certain features and specifications, Rentberry may make changes to such features and specifications, or even the fees it charges for those services and features, for any number of reasons at any time. These types of changes could impact Rentberry’s strategy for monetizing its platform. Rentberry’s success depends on its ability to continue to attract users to its platform and enhance their engagement with Rentberry’s products and services. A potential lack of use or public interest in the Rentberry platform or change in the legal and regulatory environment in real estate could negatively impact Rentberry’s business operations and revenue streams. For example, a change in local, state, federal or non-US laws may require Rentberry to change or discontinue certain services or features or even the amount that Rentberry can charge for those services and features, in which case Rentberry’s business, results of operations and financial condition may be adversely impacted. Rentberry may also find that its strategies for monetizing its platform do not successfully create enough revenue to support the platform and the Company may have to liquidate. If Rentberry is unable to adjust to such changes by implementing new strategies, including devising new services or features that monetize its platform, Rentberry’s business, results of operations, and financial conditions would be negatively impacted and could even result in dissolution or liquidation of Rentberry.

If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative and updated products, we may not be able to maintain or increase our sales or achieve profitability.

We believe Rentberry has assembled a quality team to grow the Company. However, it is possible that the Company will not be able to successfully implement future components of the business model, such as integrating reviews and ratings on the platform, adding multi-language support and onboarding properties in various locations and generate sufficient income from them. If Rentberry is unable to operationalize these and others features, or the market does not respond positively to them, then the Rentberry platform may be at risk of failure despite any corrective actions we may take. Furthermore, as discussed above, Rentberry may make changes to the platform, including its features and services, for any number of reasons and customers may choose to no longer use our platform. Our success depends on our ability to timely identify and originate product trends as well as to anticipate and react to changing consumer demands.

The development and commercialization of our products is highly competitive.

We face competition with respect to any 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. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. 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.

If we are unsuccessful in adding users of our platform, or if our clients decrease their level of engagement, our revenue, financial results, and business may be significantly harmed.

We offer a platform for the rental industry. The amount of users of our platform and our client’s level of engagement will be critical to our success. Our financial performance will be significantly determined by our success in adding, retaining, and engaging active users of our platform and the services offered. If clients do not perceive our platform or services provided thereunder to be useful, reliable, and trustworthy, we may not be able to attract or retain users 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 could face liability for information or content on or accessible through our platform.

We could face claims relating to information or content that is published or made available on our platform. Our platform relies upon content that is created and posted by landlords, agents, or other third parties. Although content on our platform is typically generated by third parties, and not by us, claims of defamation, disparagement, negligence, warranty, personal harm, intellectual property infringement, or other alleged damages could be asserted against us, in addition to our landlords and agents.

Regulators in the United States, Europe and other countries may introduce new regulatory regimes that increase potential liability for information or content available on our platform. For example, in the United States, laws such as the CDA, which have previously been interpreted to provide substantial protection to interactive computer service providers, may change and become less predictable or unfavorable by legislative action or juridical interpretation. There have been various federal legislative efforts to restrict the scope of the protections available to online platforms under the CDA, in particular with regards to Section 230 of the CDA, and current protections from liability for third-party content in the United States could decrease or change. The European Union is also reviewing the regulation of digital services, and it has been reported that the European Union plans to introduce the Digital Services Act (“DSA”), a package of legislation intended to update the liability and safety rules for digital platforms, products, and services, which could negatively impact the scope of the limited immunity provided by the E-Commerce Directive.

In countries in Asia and Latin America, generally there are not similar statutes as the CDA or E-Commerce Directive. The laws of countries in Asia and Latin America generally provide for direct liability if a platform is involved in creating such content or has actual knowledge of the content without taking action to take it down. Further, laws in some Asian countries also provide for primary or secondary liability, which could include criminal liability, if a platform failed to take sufficient steps to prevent such content from being uploaded.

Our potential liability for information or content created by third parties and posted to our platform could require us to implement additional measures to reduce our exposure to such liability, may require us to expend significant resources, may limit the desirability of our platform to landlords and tenants, may cause damage to our brand or reputation, and may cause us to incur time and costs defending such claims in litigation, thereby materially adversely affecting our business, results of operations, and financial condition.

Landlord, tenant, or third-party actions that are criminal, violent, inappropriate, or dangerous, or fraudulent activity, may undermine the safety or the perception of safety of our platform and our ability to attract and retain landlords and tenants and materially adversely affect our reputation, business, results of operations, and financial condition.

We have no control over or ability to predict the actions of our users and other third parties, such as neighbors or invitees, either during the tenant’s stay or otherwise, and therefore, we cannot guarantee the safety of our landlords, tenants, and third parties. The actions of landlords, tenants, and other third parties may result in fatalities, injuries, other bodily harm, fraud, invasion of privacy, property damage, discrimination, brand and reputational damage, which could create potential legal or other substantial liabilities for us. We do not verify the identity of all of our landlords and tenants, nor do we verify or screen third parties who may be present during the bidding on, or making of, a rental lease through our platform. The criminal background checks for U.S. landlords, U.S. tenants, and other screening processes we rely on, among other things, include information provided by landlords and tenants. Our ability to validate that information, the accuracy, completeness, and availability of the underlying information relating to criminal records, the digitization of certain records, the evolving regulatory landscape in this area such as in the data privacy space may not detect all fraud or other conduct related to such background checks. Also, third-party service providers may fail to conduct such background checks adequately or disclose information that could be relevant to a determination of eligibility, and we do not run criminal background checks and other screening processes on third parties who may be present during a reservation made through our platform.

In addition, we do not undertake to independently verify the safety, suitability, location, quality, and compliance with applicable legal requirements, such as fire code compliance or the presence of carbon monoxide detectors, of all our listings and rental properties. We also do not undertake to independently verify the location, safety, or suitability of properties for individual guests, the suitability, qualifications, or credentials of landlords or agents, or the qualifications of individual tenants. We rely on landlords and tenants to disclose information related to their listings and properties and such information may be inaccurate or incomplete. Further, certain listings may pose heightened safety risks to individual users because safety and other quality control issues may not be reported to us or because our customer support team has not taken the requisite action based on our policies. We rely, at least in part, on reports of issues from landlords and tenants to investigate and enforce many of our policies and standards. In addition, our policies may not contemplate certain safety risks posed by listings or individual landlords and tenants or may not sufficiently address those risks.

We may also face civil litigation, regulatory investigations, and inquiries involving allegations of, among other things, unsafe or unsuitable listings, discriminatory policies, data processing, practices or behavior on and off our platform or by landlords, tenants, and third parties, general misrepresentations regarding the safety or accuracy of offerings on our platform, and other landlord, tenant, or third-party actions that are criminal, violent, inappropriate, dangerous, or fraudulent. While we recognize that we need to continue to build trust and invest in innovations that will support trust

when it comes to our policies, tools, and procedures to protect landlords, tenants, and the communities in which our landlords and rental properties exist, we may not be successful in doing so. Similarly, listings that are inaccurate, of a lower-than-expected quality, or that do not comply with our policies may harm tenants and public perception of the quality and safety of listings on our platform and materially adversely affect our reputation, business, results of operations, and financial condition.

We are subject to payment-related fraud and an increase in, or failure to deal effectively with, fraud, fraudulent activities, fictitious transactions, or illegal transactions would materially adversely affect our business, results of operations, and financial condition.

When landlords do not fulfill their obligations to tenants, there are fictitious listings on our platform, or there are landlord account takeovers, we may incur losses from claims by landlords and tenants, and these losses may be substantial. Such instances may lead to the reversal of payments received by us for such rentals, referred to as a “chargeback.” Our ability to detect and combat fraudulent schemes, which have become increasingly common and sophisticated, could be adversely impacted by the adoption of new payment methods, the emergence and innovation of new technology platforms, including mobile and other devices, and our growth in certain regions, including in regions with a history of elevated fraudulent activity. We expect that technically knowledgeable criminals will continue to attempt to circumvent our anti-fraud systems. In addition, the payment card networks have rules around acceptable chargeback ratios. If we are unable to effectively combat fictitious listings and fraudulent bookings on our platform, combat the use of fraudulent credit cards, or otherwise maintain or lower our current levels of chargebacks, we may be subject to fines and higher transaction fees or be unable to continue to accept card payments because payment card networks have revoked our access to their networks, any of which would materially adversely impact our business, results of operations, and financial condition.

Our payments platform is susceptible to potentially illegal or improper uses, including money laundering, transactions in violation of economic and trade sanctions, terrorist financing, fraudulent listings, landlord account takeovers, or the facilitation of other illegal activity. Use of our payments platform for illegal or improper uses has subjected us, and may subject us in the future, to claims, lawsuits, and government and regulatory investigations, inquiries, or requests, which could result in liability and reputational harm for us. We have taken measures to detect and reduce fraud and illegal activities, but these measures need to be continually improved and may add friction to our booking process. These measures may also not be effective against fraud and illegal activities, particularly new and continually evolving forms of circumvention. If these measures do not succeed in reducing fraud, our business, results of operations, and financial condition would be materially adversely affected.

We rely on third-party payment service providers to process payments made by tenants and payments made to landlords on our platform. If these third-party payment service providers become unavailable or we are subject to increased fees, our business, results of operations, and financial condition could be materially adversely affected.

We rely on a number of third-party payment service providers, including payment card networks, banks, payment processors, and payment gateways, to link us to payment card and bank clearing networks to process payments made by our tenants and to remit payments to landlords on our platform. We have agreements with these providers, some of whom are the sole providers of their particular service. If these companies become unwilling or unable to provide these services to us on acceptable terms or at all, our business may be disrupted, we would need to find an alternate payment service provider, and we may not be able to secure similar terms or replace such payment service provider in an acceptable time frame. If we are forced to migrate to other third-party payment service providers for any reason, the transition would require significant time and management resources, and may not be as effective, efficient, or well-received by our hosts and guests. Any of the foregoing could cause us to incur significant losses and, in certain cases, require us to make payments to hosts out of our funds, which could materially adversely affect our business, results of operations, and financial condition.

In addition, the software and services provided by our third-party payment service providers may fail to meet our expectations, contain errors or vulnerabilities, be compromised, or experience outages. Any of these risks could cause us to lose our ability to accept online payments or other payment transactions or make timely payments to hosts on our platform, which could make our platform less convenient and desirable to customers and adversely affect our ability to attract and retain hosts and guests.

Moreover, our agreements with payment service providers may allow these companies, under certain conditions, to hold an amount of our cash as a reserve. They may be entitled to a reserve or suspension of processing services upon the occurrence of specified events, including material adverse changes in our business, results of operations, and financial condition. An imposition of a reserve or suspension of processing services by one or more of our processing companies, could have a material adverse effect on our business, results of operations, and financial condition.

If we fail to invest adequate resources into the payment processing infrastructure on our platform, or if our investment efforts are unsuccessful or unreliable, our payments activities may not function properly or keep pace with competitive offerings, which could adversely impact their usage. Further, our ability to expand our payments activities into additional countries is dependent upon the third-party providers we use to support these activities. As we expand the availability of our payments activities to additional geographies or offer new payment methods to our landlords and tenants in the future, we may become subject to additional regulations and compliance requirements, and exposed to heightened fraud risk, which could lead to an increase in our operating expenses.

For certain payment methods, including credit and debit cards, we pay interchange and other fees, and such fees result in significant costs. Payment card network costs have increased, and may continue to increase in the future, the interchange fees and assessments that they charge for each transaction that accesses their networks and may impose special fees or assessments on any such transaction. Our payment card processors have the right to pass any increases in interchange fees and assessments on to us. Credit card transactions result in higher fees to us than transactions made through debit cards. Any material increases in interchange fees in the United States or other geographies, including as a result of changes in interchange fee limitations imposed by law in some geographies, or other network fees or assessments, or a shift from payment with debit cards to credit cards could increase our operating costs and materially adversely affect our business, results of operations, and financial condition.

We may not be able to maintain or establish relationships with brokers, agents, high-volume landlords or other partnerships which could limit the information and services we are able to provide to our users and impair our ability to attract and retain users.

Our ability to attract and retain users to our platform depends on providing timely access to comprehensive and accurate information regarding the residential rental market. To provide these listings we maintain relationships with real estate brokerages, real estate listing aggregators, multiple listing services, property management companies, third-party listing providers, homeowners and their real estate agents to include listing data in our services. Many of our agreements with real estate listing providers are agreements that may be cancelled at any time. Moreover, our competitors and other real estate websites have similar access to the providers and their information and may be able to source real estate information faster or more efficiently than we can. Another industry participant or group could create a new listings data service which could impact the relative quality or quantity of information of our listing providers. The loss of existing relationships with these providers, whether because of termination of agreements or otherwise, may result in changes to our rights to use or timely access listing data or an inability to continue to add new listing providers or changes to the way real estate information is shared, and may negatively impact our listing data quality. These events could lead to reduced user confidence in our rental data and decreased traffic and users on our platform which would negatively impact our business, results of operations and financial condition.

Landlords and property owners may be impacted by a variety of factors which could impact the availability of rentals on our platform.

The ability of landlords and property owners to make rentals available to the Rentbery platform may be impacted by a variety of factors. For instance, properties may be purchased for development or redevelopment and they would be subject to the risks normally associated with such activities. Such risks include, without limitation, risks relating to the availability and timely receipt of zoning and other regulatory approvals, the cost and timely completion of construction (including risks beyond the control of the developer, such as weather or labor conditions or material shortages), general market and lease-up risk, and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the availability of rental properties for the Rentberry platform.

Additionally, properties are subject to real property taxes. These taxes on the properties may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. Many states and localities are considering increases in their income and/or property tax rates (or increases in the assessments of real estate) to cover revenue shortfalls. If property taxes increase, it may adversely affect the rentals on the Rentberry platform, or the costs for such rentals.

Further, ownership of properties involves environmental risks. Federal, state and local laws and regulations to protect the environment may require a current or previous owner or operator of real estate to investigate and clean up hazardous or toxic substances or petroleum product releases at such property. Such laws may impose fines and penalties on building owners or operators who fail to comply with these requirements.

Lastly, the rental properties may be subject to the Americans with Disabilities Act (the “ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The ADA’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. In addition, owners will be required to operate their properties in compliance with fire and safety regulations, building codes and other land use regulations. The Company may be required to make substantial capital expenditures to comply with those requirements.

All of the above risks could impact the availability of rentals on the Rentberry platform.

We rely on various intellectual property rights, including patents and 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, including our patents, 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. 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. 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.

If we are unable to protect our intellectual property rights, our financial results may be negatively impacted.

Our success depends in large part on our patents, copyrights, domain names, and social media handles, which are valuable assets that serve to differentiate us from our competitors. We currently rely on a combination of copyright, trademark, patent, trade dress and unfair competition laws to establish and protect our intellectual property rights. We cannot assure you that the steps taken by us to protect our proprietary rights will be adequate to prevent infringement of our trademarks and proprietary rights by others, including imitation and misappropriation of our brand. We cannot assure you that obstacles will not arise as we expand our product lines and geographic scope. The unauthorized use or misappropriation of our intellectual property could damage our brand identity and the goodwill we created for our Company, which could cause our sales to decline. Moreover, litigation may be necessary to protect or enforce these intellectual property rights, which could result in substantial costs and diversion of our resources, causing a material adverse effect on our business, financial condition, results of operations or cash flows.

The cost of enforcing our patents and trademarks could prevent us from enforcing them.

Patent, trademark and copyright litigation has become extremely expensive. Even if we believe that a competitor is infringing on one or more of our patents, we might choose not to file suit because we lack the cash to successfully prosecute a multi-year litigation with an uncertain outcome. We may also choose not to litigate because we believe that the cost of enforcing our patent(s) outweighs the value of winning the suit in light of the risks and consequences of losing it, or for some other reason. Choosing not to enforce our patent(s) could have adverse consequences for the Company, including undermining the credibility of our intellectual property, reducing our ability to enter into licensing agreements, and weakening our attempts to prevent competitors from entering the market. As a result, if we are unable to enforce our patents(s) because of the cost of enforcement, your investment in the Company could be significantly and adversely affected.

The Issuer’s success depends on the experience and skill of its executive officers and key personnel.

We are dependent on our 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 Company 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.

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

Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

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

We 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, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.

Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

The use of individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.

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

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

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

Changes in federal, state or 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, 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 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. 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.

Changes in employment laws or regulation could harm our performance.

Various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws include minimum wage requirements, overtime pay, healthcare reform and the implementation of the Patient Protection and Affordable Care Act, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government- imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, increased tax reporting and tax payment requirements for employees who receive tips, a reduction in the number of states that allow tips to be credited toward minimum wage requirements, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

Global crises and geopolitical events 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. Further, we are subject to the risks associated with natural disasters and the physical effects of climate change, which may include more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts, and wildfires, any of which could have a material adverse effect on our business, results of operations, and financial condition, including but not limited to access to certain properties and insurance coverage. 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.

Risks Related to the 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.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

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

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

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

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

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

At the conclusion of the Offering, the Issuer shall pay the Intermediary the greater of (A) $0 or (B) the amount determined pursuant to the following schedule: (1) 0% of any amounts raised up to $1,000,000.00 from certain pre-identified investors, and (2) seven percent (7%) of any amounts raised exceeding $1,000,000.01. 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 based on the Issuer’s determination of an Investor’s sophistication.

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

The Issuer has the right to extend the Offering Deadline.

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

The Issuer may also end the Offering early.

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

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

If the Issuer meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Issuer may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

Risks Related to the Securities

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

The Issuer and the Investor shall appoint and authorize the qualified third-party Custodian for the benefit of the Investor, to hold the Securities in registered form in the Custodian’s name or the name of the Custodian’s nominees for the benefit of the Investor and Investor’s permitted assigns. The Custodian may take direction from the Lead who

will act on behalf of the Investors, and the Custodian may be permitted to rely on the Lead’s instructions related to the Securities. As such, an Investor will never become an equity holder, merely a beneficial owner of an equity interest.

By executing the Subscription Agreement in this Offering, including the Joinder Agreement attached as Exhibit A thereto, each Investor will join as a stockholder under our Stockholders’ Agreement.

The Company has a Stockholders’ Agreement between itself, Oleksiy Lubinsky, formerly known as Oleksiy Lyubynskyy, who is the Company’s CEO and Founder (as defined in the Stockholders’ Agreement), and each new stockholder to the Company. The agreement provides for among, other items, control of the directorships of the Company by Mr. Lubinsky, including through a grant of proxy voting authority, certain voting agreements described below, and other protective provisions. As such, this agreement places contractual restrictions on the ability of investors to exercise rights traditionally associated with equity ownership in a company.

Pursuant to this Offering, each Investor will be required to become a party to the Stockholders’ Agreement by executing the Joinder Agreement, attached as Exhibit A to the Subscription Agreement. Investors should carefully review the terms of the Stockholders Agreement, which is included as an exhibit to this Form C, as well as the summary discussion included under “Voting Control- Stockholders’ Agreement,” and be certain they are willing to accept the contractual terms of the Stockholders’ Agreement limiting an Investors’ ability to exercise full control of the shares acquired in this Offering.

The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF beginning one year following the issuance of the Securities. 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 Issuer. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof. Additionally, Investors will only have a beneficial interest in the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with BitGo Trust Company, Inc., who will serve as the custodian and nominee for the Securities.

An investment in the Issuer's Securities 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.

Investors will be minority holders in the Company.

Investors in the Securities will be minority holders in the Issuer. Therefore, if you invest in the Offering, you will have limited ability to influence management's decisions on how to run the Issuer’s business. You will need to trust in management discretion in making good business decisions that will grow your investment. Additionally, Investors in the Securities will provide a proxy to the Lead and will be completely passive investors. As such, Investors should not purchase the Securities if they are not comfortable with this limited voting and control.

The securities in this Offering have no protective provisions.

The Securities in this Offering have no protective provisions. As such, you will not be afforded protection, by any provision of the Securities or as a Stockholder, in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Issuer. If there is a liquidation event, or change of control for the Issuer, the Securities being offered do not provide you with any protection.

The Securities are subject to a Drag Along Provision in the Stockholders’ Agreement.

Pursuant to the Stockholders’ Agreement, stockholders will be subject to a drag-along provision related to the sale of the Company. If the Board of Directors receives and accepts a bona fide written offer to engage in a sale of the Company, or agrees to a liquidation or winding down of the Company, in one transaction or a series of related transactions, stockholders will be required to sell their shares at the Drag-Along Price or otherwise participate in the Drag-Along Transaction even if they don’t want to sell their shares at that price or participate in the Drag-Along Transaction. Specifically, investors will be forced to sell their stock in that transaction regardless of whether they believe the transaction is the best or highest value for their shares, and regardless of whether they believe the transaction is in their best interests.

Investors will not be entitled to any inspection or information rights other than those required by law.

Investors will not have the right to inspect the books and records of the Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Issuer can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

Investors will be unable to declare the Security in “default” and demand repayment.

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. Only in limited circumstances, such as a liquidity event, may the Investors demand payment and even then, such payments will be limited to the amount of cash available to the Issuer.

The Issuer may never undergo a liquidity event.

The Issuer may never undergo a liquidity event such as a sale of the Issuer or an initial public offering. If a liquidity event never 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.

In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by the management. It is not possible to foresee all risks that may affect us. Moreover, the Issuer cannot predict whether the Issuer will successfully effectuate the Issuer’s current business plan. Each prospective Investor is encouraged to carefully analyze the risks and merits of an investment in the Securities and should take into consideration when making such analysis, among other, the Risk Factors discussed above.

The Securities may be significantly diluted as a consequence of subsequent equity financings.

The Securities will be subject to dilution. The Issuer may 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, prior earnings or other established criteria of value. 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 Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

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