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Supercharge Lab

Reimagining cognitive computing for the trillion dollar sales + marketing market
B2B Women Founders Software Diverse Founders AI & Machine Learning
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Documents

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


  • Cognitive AI technology company that creates valuable outcomes
  • 100+ customers in under 6 months from official launch
  • Generated $80M+ worth of sales on behalf of 100+ clients (as of March 2021)
  • SaaS Alpha program has 75% customer renewal rate
  • $15-20K MRR (as of May 2021)
  • Raised $300K from early investors

Problem


Lead generation and digital marketing strategies are leaky buckets

Client acquisition and marketing strategies require a steep learning curve and trial & error before getting optimized. This is largely a human process, which creates a huge backlog and inefficient work processes within the industry. Marketing strategies and client acquisition require deep research to understand the target audience; and current marketing and sales software solutions don't replicate the human strategy that's required. 

Solution


High-level executive sales and marketing strategies powered by cognitive computing

Supercharge Lab is a cognitive AI technology company that uses psychological profiling, powered by AI and NLP, to create valuable outcomes for our clients. We help cut the waste in effort, time, and money for our clients by targeting functions within companies that are inefficient, and by creating humanistic approaches to automation. We're helping people be, act, and do better through human connectivity. Supercharge Lab currently serves two functions: client acquisition and marketing strategy.

Product


Crafting customized messaging through our proprietary profiling engine 

Our flagship solution reimagines traditional B2B sales processes through understanding the psychology behind purchasing behaviors of prospects. We work to understand your target market and our engine creates a psychological profile of every target prospect, customizing the outbound messaging for you at speed and at scale, increasing your hit rate and reducing any waste of your time, energy, and effort.

We launched our second application of its core technology in May 2021, focusing on marketing strategy. Using our cognitive computing engine, we craft high-level executive marketing strategies that resonate with your audience, optimizing your ROI within a shorter period of time. 

Traction


SaaS customers renewal rate at 75%, serving 100+ clients

Supercharge Lab's Sales as a Service Alpha Program launched in late September 2020 and started onboarding paying clients in January 2021. We have now served over 100 customers and generated $80M+ worth of sales on behalf of these clients. As of March 2021, at least 75% of our clients have renewed their campaigns at least once.

When we launched our Marketing Strategy as a Service solution on May 10, 2021, we signed up three clients within our first week, with our top client signing up for services amounting to $9500 per month. 

Customers


Our solutions have been tested across industries, jurisdictions, and business types

Supercharge Lab has served companies in a variety of industries, including construction, real estate, telecommunications, deep technology, cloud infrastructure, cybersecurity, education, marketing and advertising, consulting, and manufacturing, among others. Our clients range from global corporations to SMBs and solopreneurs, hailing from North America, Europe, and Southeast Asia. 

Business model


Current MRR of $15-20K, and growing

Supercharge has two revenue streams which are now generating $15-20K MRR (as of May 2021): 

  1. Sales as a Service Pricing: We make a small commitment fee for set up ($500) and take a commission (10-18%) of all sales done on behalf of the client. The higher the ticket value of the sale, the smaller the commission rate. 

  2. Marketing Strategy as a Service Pricing: We charge a set up fee ($500) and a management fee for all campaigns. Clients can also choose to purchase modularized marketing solutions through Supercharge Lab or use our services to build internal capabilities. 

Market


Capturing 1% of the North American SMB market

The B2B commercial sales market size measures in the trillions and is set to expand at over 18.7% CAGR from 2021 to 2028. There are 30M+ SMBs in the US alone, and they account for almost two-thirds of net new private sector jobs in the last couple decades, offering Supercharge Lab ample room to scale. 

Competition


Corporate capitalism vs. agile AI applications

Top players in Cognitive Computing include Alphabet (Google), Cisco Systems, Microsoft, IBM, Palantir Technologies, Tata Consultancy Services, as with most frontier technologies. Startups within the same space have been focused on applications in deep-technology, healthcare, market research and academia. 

Supercharge Lab focuses on practical applications of our research into neuroscience for common corporate processes. Our closest competitors often mistake personality profiling (MBTI, DISC) for psychological profiling (motivating drivers to decision making). 

Vision and strategy


Serving 25K+ clients by 2025

At Supercharge Lab, our vision is to enhance workflows with advanced techniques, and empower organizations to do and be better through deliberate actions. We also want to create new competencies through psychological and behavioral changes. We plan to have established market dominance by 2024 through our strategic plan, capturing 1% of the global SME market, and 25K+ clients by 2025. 

Funding


Raising for expansion

Supercharge Lab is raising to support the growth of our team, increase our sales outreach, and market our new product. So far, we have $300K committed from early investors.


Founders


Founding team with extensive startup experience, founder of one of SEA's largest accelerators

Our founder, Anne, has over 10 years of startup experience and has completed multiple exits, and was the founder of one of Southeast Asia's largest accelerators, Start Up Nation. 

Our Chief of Staff, Sondra, has worked alongside Fortune 500 CEOs to drive leadership outcomes and operational efficiency for 16 years.

We are proud to have successful entrepreneurs and investors join us on our advisory board, to help us drive growth. 

Note: The Company conducts its business through its operating subsidiary, Business Forum Asia Pte Ltd., a company organized under the laws of Singapore and incorporated on March 8, 2020, of which it owns 99.99% of.

Deal terms


Valuation cap

$6,250,000

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

Discount

10%

If a trigger event for Supercharge Lab occurs, the discount provision gives investors equity shares (or equal value in cash) at a reduced price.
Learn more.

Minimum investment

$100

The smallest investment amount that Supercharge Lab is accepting.
Learn more

Funding goal

$1.07M

Supercharge Lab must achieve its minimum goal of $25K before the deadline. The maximum amount the offering can raise is $1.07M.
Learn more

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

Crowd SAFE

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

How it works

Documents

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

Bonus perks

In addition to your Crowd SAFE, you'll receive perks for investing in Supercharge Lab.
Invest
$500
Receive
  • Mention on all Supercharge Lab social media channels
Invest
$1,000
Receive
  • Mention on all Supercharge Lab social media channels
  • 20% discount on creative marketing campaigns for one month
Invest
$5,000
Receive
  • All of the above, and
  • 1 free B2B sales campaign to any company of your choice
Invest
$10,000
Receive
  • All of the above, and
  • Up to 3 free B2B sales campaigns to any company of your choice
Invest
$50,000
Receive
  • All of the above, and
  • Up to 10 free B2B sales campaigns to any company of your choice
  • 1:1 Virtual Chat with founder on quarterly basis

About Supercharge Lab

Legal Name
Supercharge Lab, Inc.
Founded
Apr 2021
Form
Delaware Corporation
Employees
0
Website
superchargelab.com
Social Media
Headquarters
Google Map location of of Supercharge Lab
102 South Wynstone Park Drive 201 , North Barrington, IL
Headquarters
102 South Wynstone Park Drive, 201, North Barrington, IL, United States 60010

Supercharge Lab Team
Everyone helping build Supercharge Lab, not limited to employees

Profile picture of Anne Cheng
Anne Cheng
Founder
Founder of Start Up Nation, over 15 years of innovation and executive leadership, multiple startup exits.
Profile picture of Sondra Padlo
Sondra Padlo
Chief of Staff
Experienced team builder with 17 years excelling in customer service, client satisfaction, and cultural development.
Profile picture of Igor Djordjevic
Igor Djordjevic
Head of New Products
Technology enthusiast with a decade of experience in new age tech, from corporate to startups.
Profile picture of Nicole Lau
Nicole Lau
Senior Finance Manager
Over 20 years of experience in driving growth and change agendas while ensuring compliance.
Profile picture of Leonard Lin
Leonard Lin
Technical Advisor
Profile picture of Emma Sim
Emma Sim
Junior Supercharger
Profile picture of Meshach Lee
Meshach Lee
Junior Supercharger
Profile picture of Felicia Chiew
Felicia Chiew
Junior Supercharger
Profile picture of Herm Schneider
Herm Schneider
Advisor
Profile picture of Ramona Capella
Ramona Capella
Advisor
Profile picture of Paul Belair
Paul Belair
Advisor
8 more team members
Anne Cheng
Founder
Emma Sim
Junior Supercharger
Meshach Lee
Junior Supercharger
Sondra Padlo
Chief of Staff
Felicia Chiew
Junior Supercharger
Herm Schneider
Advisor
Igor Djordjevic
Head of New Products
Nicole Lau
Senior Finance Manager
Ramona Capella
Advisor
Paul Belair
Advisor
Leonard Lin
Technical Advisor

Press

Anne Cheng of Supercharge Lab: Five Things You Need To Cr...
Medium Medium
·
May 31, 2021

Thank you so much for joining us in this interview series! Before we dive in, our readers would love to "get to know you"...

FAQ

How do I earn a return?

How do I earn a return?

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

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

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

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


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

Still have questions? Check the discussion section.

Risks

Although dependent on certain key personnel, the Company does not have any key person life insurance policies on any such people.
We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and our operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.
We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.
The Company is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.
The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.
In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.
The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.
The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations.
Our business could be negatively impacted by cyber security threats, attacks and other disruptions.
We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.
We may implement new lines of business or offer new products and services within existing lines of business.
As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.
The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.
You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.
Neither the Offering nor the Securities have been registered under federal or state securities laws.
No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.
The Company's management may have broad discretion in how the Company uses the net proceeds of the Offering.
Unless the Company has agreed to a specific use of the proceeds from the Offering, the Company’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
The Company has the right to limit individual Investor commitment amounts based on the Company’s determination of an Investor’s sophistication.
The Company may prevent any Investor from committing more than a certain amount in this Offering based on the Company’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Company’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Company’s determination.
There is no present market for the Securities and we have arbitrarily set the price.
The Offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the Offering price or at any other price.
The Company has the right to extend the Offering deadline. The Company has the right to end the Offering early.
The Company may extend the Offering deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Minimum Amount even after the Offering deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Minimum Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Minimum Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after release of such funds to the Company, the Securities will be issued and distributed to you. The Company may also end the Offering early; if the Offering reaches its target Offering amount after 21-calendary days but before the deadline, the Company can end the Offering with 5 business day’s notice. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to participate – it also means the Company may limit the amount of capital it can raise during the Offering by ending it early.
The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.
You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Company. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof.
Investors will not become equity holders until the Company decides to convert the Securities into “CF Shadow Securities” (the type of equity securities issuable upon conversion of the Securities) or until there is a change of control or sale of substantially all of the Company’s assets.
Investors will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Company. Investors will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities into CF Shadow Securities. The Company is under no obligation to convert the Securities into CF Shadow Securities. In certain instances, such as a sale of the Company or substantially all of its assets, an initial public offering or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Company.
Investors will not have voting rights, even upon conversion of the Securities into CF Shadow Securities. Upon the conversion of the Securities into CF Shadow Securities (which cannot be guaranteed), the holders of the CF Shadow Securities will be required to enter into a proxy with the Intermediary or its designee to ensure any statutory voting rights are voted in tandem with the majority holders of whichever series of securities the CF Shadow Securities follow.
Investors will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities (the occurrence of which cannot be guaranteed). Upon such conversion, the CF Shadow Securities will have no voting rights and, in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holders are required to enter into a proxy agreement with the Intermediary or its designee to vote their CF Shadow Securities with the majority of the holder(s) of the securities issued in the round of equity financing that triggered the conversion right. For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would receive CF Shadow Securities in the form of shares of Series B-CF Shadow Preferred Stock and would be required to enter into a proxy that allows the Intermediary or its designee to vote their shares of Series B-CF Shadow Preferred Stock consistent with the majority of the Series B Preferred Stockholders. Thus, Investors will essentially never be able to vote upon any matters of the Company.
Investors will not be entitled to any inspection or information rights other than those required by law.
Investors will not have the right to inspect the books and records of the Company or to receive financial or other information from the Company, other than as required by law. Other security holders of the Company may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Company can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Company such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.
Investors will be unable to declare the Security in “default” and demand repayment.
Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Company has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may Investors demand payment and even then, such payments will be limited to the amount of cash available to the Company.
The Company may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.
The Company may never conduct a future equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an initial public offering. If neither the conversion of the Securities nor a liquidity event occurs, Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.
Equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.
The Company’s equity securities will be subject to dilution. The Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from the conversion of the Securities will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s control and economic interests in the Company. The amount of additional financing needed by the Company will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Company’s needs, the Company may have to raise additional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities.
Equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Company at the time of conversion.
In the event the Company decides to exercise the conversion right, the Company will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the Conversion Price (as defined in the Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the Conversion Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Company may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Company. The forgoing paragraph is only a summary of a portion of the conversion feature of the Securities; it is not intended to be complete, and is qualified in its entirety by reference to the full text of the Crowd SAFE agreement, which is attached as Exhibit D.
In the event of the dissolution or bankruptcy of the Company, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.
In the event of the dissolution or bankruptcy of the Company, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all of the creditors and more senior security holders, including any holders of preferred stock, have been paid in full. Neither holders of the Securities nor holders of CF Shadow Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Company.
While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.
Upon the occurrence of certain events, as provided in the Securities, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right cannot be guaranteed if the Company does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.
The Company has the right to conduct multiple closings during the Offering.
If the Company meets certain terms and conditions, an intermediate close of the Offering can occur, which will allow the Company to draw down on half of the proceeds committed and captured in the Offering during the relevant period. The Company may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.
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.
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.
We may face potential difficulties in obtaining capital.
We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Company and present and future market conditions. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.
We may not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock, including the Securities.
Currently, our authorized capital stock consists of 10,000 shares of common stock, of which 1,000 shares of common stock are issued and outstanding. Unless we increase our authorized capital stock, we may not have enough authorized common stock to be able to obtain funding by issuing shares of our common stock or securities convertible into shares of our common stock. We may also not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock, including the Securities.
The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees.
In particular, we are dependent on Anne Cheng, our President, Chief Executive Officer and sole director. The loss of Anne Cheng any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.
Our international operations subject us to increased risks of doing business, which could harm our business.
The Company conducts its business through its operating subsidiary, Business Forum Asia Pte Ltd., a company organized under the laws of Singapore. As such, our international operations have, and will for the foreseeable future, generate all of our revenues. In addition to uncertainty about our ability to generate revenues from our foreign operations, there are risks inherent in doing business internationally on both a domestic and cross-border basis, including: • trade barriers and changes in trade regulations; • difficulties in developing, staffing, and simultaneously managing varying foreign operations; • the application of stringent local labor laws and regulations; • profit repatriation restrictions, foreign currency exchange restrictions or extreme fluctuations in foreign currency exchange rates; • geopolitical events, including natural disasters, pandemics and public health issues, acts of war, and terrorism; • import or export regulations; • compliance with U.S. laws and foreign laws prohibiting corrupt payments to government officials, money laundering and the financing of terrorist activities; • potentially adverse tax developments and consequences; • different, uncertain, or more stringent user protection, data protection, privacy, and other laws; • risks related to other government regulation or required compliance with local laws; • data localization requirements; • risks related to multiple overlapping legal or regulatory regimes, which may impose conflicting requirements on us; • local licensing and reporting obligations; and • increased difficulties in collecting accounts receivable. These risks are inherent in our international operations, may increase our costs of doing business internationally, and could harm our business. We may experience operational risks, exchange rate fluctuations, repatriation restrictions, or other risks related to compliance with foreign and U.S. laws, rules and regulations that apply to our international operations, non-compliance with which may result in fines, criminal actions, or sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation.
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.
We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.
We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.
State and federal securities laws are complex, and the 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.
A Crowd SAFE holder may lose their right to any appreciation or return on investment due to defaulting on certain notice and require action requirements in such Crowd SAFE; failure to claim cash set aside in this case may result in a total loss of principal.
The Crowd SAFE offered requires a holder to complete, execute and deliver any reasonable or necessary information and documentation requested by the Company or the Intermediary in order to effect the conversion or termination of the Crowd SAFE, in connection with an Equity Financing or Liquidity Event, within thirty (30) calendar days of receipt of notice (whether actual or constructive) from the Company. Failure to make a timely action may result in the Company declaring that the Investor is only eligible to receive a cash payment equal to their Purchase Amount (or a lesser amount in certain events). While the Company will set aside such payment for the investor, such payment may be subject to escheatment laws, resulting in a total loss of principal if the Investor never claims their payment.
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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