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Logo of Universal Transit

Universal Transit

Reinventing auto transportation with AI, saving millions in time and resources
B2B SaaS Automotive Software AI & Machine Learning
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Pitch Discussion 56 Updates 2 Reviews 4
Invest Invest in Universal Transit
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Problem Solution Product Traction Biz. model Market Vision Founders Summary
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by UNIVERSAL TRANSIT CORP.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Universal Transit Crowd SAFE Universal Transit - Form C.pdf
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Highlights


$5M+ revenue
Company had over $5M in revenue in the past 12 months
Bootstrapped
High traction without any outside capital
Profitable
Company has been profitable for the past 6 months
  • Generated $9.6+ million in revenue in 2023, without external investments
  • Load carrying capacity of over 75% with 25% improvement of industry average
  • 2,500+ carrier & broker network with 200% growth
  • SOM market is projected to reach $21 Billion by 2030, with 5.9% CAGR
  • Disruptive AI and Machine Learning technology to drive innovation
  • Remarkable performance across key metrics, all with low marketing spend
  • Multi-billion-dollar M&A transactions in Auto Transportation sector

Problem


Modern Challenges Demand Modern Logistics Solutions

Trying to keep cars shipping fast, cost-effectively, and with any level of predictability, is challenging enough in conventional times. Add to that the instability and disruptions in today’s supply chain, and the challenges can appear almost overwhelming.

With over 40% of trucks running partially empty on each trip and billions of dollars in earnings lost yearly, it's easy to see that the auto transportation industry has a problem with utilization. 

Yet, only about 20% of industry players are reaching maximum operational performance, with the remainder struggling to optimize operations and maximize profits.

Solution


Ushering in a New Era of Efficient and Profitable Auto Transportation

 At Universal Transit, we’re combining human expertise with sophisticated machine intelligence to help our customers adeptly navigate through this dynamic auto transportation market and stay on top of this ever-changing landscape. With unparalleled market insights and cutting-edge AI solutions, we create a robust and scalable network strategy that balances immediate predictability and long-term flexibility.

Our advanced technology drives outstanding performance across all key metrics, including on-time pickups and deliveries, as well as a significantly enhanced load carrying capacity rate and route profitability.

We Make the Process Easier: Where Simplicity Meets Efficiency


Product


Tech-Driven Unified Platform

We are transforming auto transport through efficiency and innovation, achieving unparalleled operational excellence, and ensuring seamless integration within Universal Transit's unified intelligence platform.

With our many-to-many, AI-driven load matching system, dynamic pricing, advanced automation tools, and data-driven insights, our all-in-one platform is tech-empowered to elevate performance for all involved parties. 

Designed to synchronize the auto transport sector, our ecosystem ties all stakeholders together, from brokers to fleet operators, ensuring seamless logistics and unparalleled user experiences.

Traction


We Act, We Show, We Prove

We have the demand, and we're already witnessing significant revenue growth, achieved independently without external funding.

The remarkable performance in all key metrics highlights our strategic alignment with market needs, operational excellence, and dedicated commitment to customer satisfaction.

In 2023 alone, we...

Universal Transit Named 2023 Top Tech Startup by Supply & Demand Chain Executive and Food Logistics.

This award spotlights top software and technology startups in the supply chain and logistics space, implementing tools such as AI, Automation, Real-Time Transportation Visibility and Smart Data Capture.

Business model


Hybrid Model Blends Tech & Service for Complete Transport Solutions

Universal Transit's Hybrid Model merges technology and diverse services for comprehensive auto transport solutions. Our cloud-based SaaS platform supports owner-operators and fleet owners, while our B2B and B2C solutions assist shippers in optimizing their custom auto transportation needs.

The core is a tech-based car shipping marketplace, profiting from the margin in 'buy' and 'sell' prices, alongside our trucking operations. 

Additionally, our Universal Dispatch SaaS product offers a subscription-based TMS for real-time fleet and freight management.

Revenue streams include Car Shipping Charges, TMS Subscriptions, Brokerage & Carrier Management Fees.

Market


The Market is Massive and is Only Getting Bigger!

Auto transportation in the U.S. is not just a necessity but a preferred choice for many. In fact, with over 283 million vehicles registered, and 10 million new and 6,9 million imported vehicles in 2022 alone, the industry reflects a significant trend. Moreover, the vibrant used vehicle market, with nearly 40 million vehicles changing hands, underscores this preference. 

Remarkably, about 75% of these vehicles are transported by trucks, indicating a massive reliance on this mode of transport in the American lifestyle.


Competition


Unique AI-Driven Tools for Shippers and Carriers


We believe we've got a significant advantage over our competitors: Universal Transit stands out in auto transportation with AI-driven technologies. This approach excels over traditional brokering and emerging tech competitors, and offers tailored, efficient solutions for shippers and carriers.

Vision


Universal Transit Exists to Make the Vehicle Logistics Better 

At Universal Transit, we're driven to remove the complexity from logistics and ship the world’s cars through innovations.

One of our nearest goals is to reduce empty truck miles in our network by up to 90%, addressing an issue that costs the industry billions of dollars and significantly impacts emissions. In concert with this, we aim to reduce operational costs by up to 15%, further enhancing our efficiency and cost-effectiveness.

With our sights set on growth that parallels the expansion of the multi-billion-dollar North America Automotive Logistics Market, we are poised to become the premier choice for vehicle hauling within the next three years.

Founders


We invested $210,000 of our own money, aiming to establish Universal Transit as a game-changer in auto transportation.

We founded Universal Transit with a clear mission: to revolutionize the way cars are booked, priced, and shipped.

Our team of seasoned professionals has over 10 years of experience in automation, high-tech, and fleet management. We are deeply involved in the day-to-day operations, always looking for new ways to solve modern challenges with innovative solutions. 

We’re not just investors in this company; we are its driving force.

Summary


Let’s Transform the Way Vehicles Ship Together!

Imagine a world where logistics transcends its limitations, where each truck ride is not just efficient but enjoyable, where logistics are simple and sustainable, and where every step of the truck journey feels like a leap forward. This is the world Universal Transit is crafting, one innovative solution at a time.

This isn't just innovation; it's a fundamental reimagining of automotive logistics and car shipping. Most importantly, we believe our technology is for everyone who hauls car, from small fleets to large carriers.


Deal terms


Valuation cap

$28,000,000

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

Minimum investment

$250

The smallest investment amount that Universal Transit is accepting.
Learn more

Maximum investment

$200,000

The largest investment amount that Universal Transit is accepting.
Learn more

Funding goal

$1.24M

Universal Transit must achieve its minimum goal of $400K before the deadline. The maximum amount the offering can raise is $1.24M.
Learn more

Deadline
Universal Transit 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 UNIVERSAL TRANSIT CORP.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Universal Transit Crowd SAFE Universal Transit - Form C.pdf

Bonus perks

In addition to your Crowd SAFE, you'll receive perks for investing in Universal Transit.
Invest
$500
Receive
  • Your name listed as “investor” on our website
Invest
$2,500
Receive
  • Everything above +
  • Own a piece of Universal Transit history with a limited-edition branded gear
  • Receive 10% off first order on our service
  • VIP investor status
Invest
$5,000
Receive
  • Everything above +
  • Receive 15% off first order on our service
  • Bronze investor status
Invest
$10,000
Receive
  • Everything above +
  • Receive 20% off first order on our service
  • Universal Transit premium welcome kit for investors only
  • Silver investor status
Invest
$25,000
Receive
  • Everything above +
  • Private cocktail & charcuterie party with all our top investors
  • Gold investor status
Invest
$50,000
Receive
  • Everything above +
  • Virtual meeting with CEO and Founders
  • Platinum investor status
Invest
$100,000
Receive
  • Everything above +
  • In-person meeting with CEO and Founders
  • Brand Ambassador badge

About Universal Transit

Legal Name
UNIVERSAL TRANSIT CORP.
Founded
Oct 2020
Form
New Jersey Corporation
Employees
0
Website
universaltransit.com
Social Media
Headquarters
Google Map location of of Universal Transit
40 Symmes Drive , Manalapan Township, NJ
Headquarters
40 Symmes Drive, Manalapan Township, NJ, United States 07726

Universal Transit Team
Everyone helping build Universal Transit, not limited to employees

Profile picture of George Milorava
George Milorava
Co-Founder & CEO
Responsible for business operations, leading sales, marketing, strategic planning, and execution, general CEO responsibilities, and scaling the business.
Profile picture of Anzori Nishnianidze
Anzori Nishnianidze
Co-Founder & CTO
Responsible for guiding core technology development, executing product roadmap strategies, leading innovation in new technologies and product design, and overseeing operations related to product, software, and systems.
Profile picture of Beka Osepaishvili
Beka Osepaishvili
Co-Founder & VP of Fleet Operations
Responsible for fleet operations, carrier base increase, and execution of strategic initiatives aimed at enhancing operational efficiency and improving service delivery.
Profile picture of George  Beganashvili
George Beganashvili
Senior Outsourced Team Lead
Profile picture of Giorgi Elbakidze
Giorgi Elbakidze
Fleet Manager
Profile picture of Shadab Khan
Shadab Khan
Digital Marketing Manager
Profile picture of Vincent Shaw
Vincent Shaw
Sales Team Lead
Profile picture of Chisom Ezekwem
Chisom Ezekwem
Customer Acquisition Specialist
Profile picture of Ani  Darchia
Ani Darchia
Customer Success Manager
Profile picture of Ana Kvirikashvili
Ana Kvirikashvili
Training Manager
Profile picture of Nikoloz  Kodua
Nikoloz Kodua
Head of Dispatch Department
Profile picture of Besik  K.
Besik K.
Software Development Team Lead
Profile picture of Mikhaeli Rekhviashvili
Mikhaeli Rekhviashvili
Mobile Engineer
Profile picture of Sergi  Lomtadze
Sergi Lomtadze
Backend Developer
Profile picture of David Gasanov
David Gasanov
Frontend Developer
Profile picture of Dato Tchipashvili
Dato Tchipashvili
Backend Developer
Profile picture of Avtandil Janjgava
Avtandil Janjgava
Software Engineer
14 more team members
George Milorava
Co-Founder & CEO
George Beganashvili
Senior Outsourced Team Lead
Giorgi Elbakidze
Fleet Manager
Anzori Nishnianidze
Co-Founder & CTO
Shadab Khan
Digital Marketing Manager
Beka Osepaishvili
Co-Founder & VP of Fleet Operations
Vincent Shaw
Sales Team Lead
Chisom Ezekwem
Customer Acquisition Specialist
Ani Darchia
Customer Success Manager
Ana Kvirikashvili
Training Manager
Nikoloz Kodua
Head of Dispatch Department
Besik K.
Software Development Team Lead
Mikhaeli Rekhviashvili
Mobile Engineer
Sergi Lomtadze
Backend Developer
David Gasanov
Frontend Developer
Dato Tchipashvili
Backend Developer
Avtandil Janjgava
Software Engineer

Press

Pros to Know Award Honors the Pioneers of Change, Growth,...
Supply & Demand Chain Executive Supply & Demand Chain Executive
·
Mar 7, 2024

Universal Transit CEO George Milorava was named as one of the winners of the 2024 Pros to Know award by Supply & Demand C...

Universal Transit has been recognized as one of this year...
Food Logistics Food Logistics
·
Dec 4, 2023

Today's startups are implementing tools such as AI, automation, smart data capture and more to move the needle and make a...

Universal Transit Achieves Unprecedented 25% Increase in ...
markets.businessinsider.com
·
Nov 20, 2023

Universal Transit, a technology platform that is using AI to revolutionize the way vehicles a...

Universal Transit's Dynamic Pricing: A Glimpse into the F...
CDLLife CDLLife
·
Nov 13, 2023

Universal Transit, a cutting-edge platform launched a Universal LoadBoard that is redefining the game with its Dynamic Pr...

Understanding Auto Transport Pricing: Exploring Hidden Costs
Nasdaq Nasdaq
·
Nov 10, 2023

In the ever-evolving landscape of the auto transport industry, efficiency, transparency, and innovation have become the d...

Universal Transit: Reshaping the Future of Auto Transport...
Tech Times Tech Times
·
Oct 16, 2023

The world of auto transport logistics is undergoing a profound transformation, with one company leading the charge: Unive...

Interview With An Innovator: Universal Transit CEO Upgrad...
Benzinga Benzinga
·
Oct 13, 2023

It isn’t often one has an opportunity to peer into the mind of a true innovator.

Universal Transit Sets New Turnover Record with Over $8M ...
Yahoo Finance Yahoo Finance
·
Jun 13, 2023

Universal Transit, an AI-powered all-in-one auto transportation platform, ended 2022 with a turnover of more than $8M, a...

Show all

FAQ

When can I redeem my bonus perks?

When can I redeem my bonus perks?

Instructions for redemption of perks will be provided following the final close of this campaign, at latest on September 30th, 2024.

Considering Universal Transit's profitability, will investors receive dividends if the company continues to generate profits?

Considering Universal Transit's profitability, will investors receive dividends if the company continues to generate profits?

We currently do not have plans to provide dividends.

Do you take credit cards for payments

Do you take credit cards for payments

Republic supports multiple payment methods. They do except credit and debit cards, ACH transfers from US bank accounts and wire transfers from any, including international, bank accounts.

My question is not listed here. How can I get in touch with the company directly?

My question is not listed here. How can I get in touch with the company directly?

Please email your question to corporate@universaltransit.com and a member of our team will get back to you shortly.

What are the tax implications of an equity crowdfunding investment?

What are the tax implications of an equity crowdfunding investment?

We cannot give tax advice, and we encourage you to talk with your accountant or tax advisor before making an investment.

What are the potential rewards of investing in Universal Transit?

What are the potential rewards of investing in Universal Transit?

Investing in Universal Transit provides the opportunity to be part of a company at the forefront of transforming the auto transportation industry through innovative technology. While all investments carry risk and there can be no guarantee of financial returns, investors have the chance to support and contribute to a solution aimed at addressing significant logistics challenges. We believe in the growth potential of our market and our company's mission to bring positive changes to auto transportation logistics. Investors are encouraged to review all offering materials and consider the risks and rewards involved.

What are the risks of investing in Universal Transit?

What are the risks of investing in Universal Transit?

As with any investment, there are risks involved, including market risks, operational challenges, and competition. We encourage investors to review our disclosures on our campaign page for a detailed understanding.

How will Universal Transit use the funds raised?

How will Universal Transit use the funds raised?

Funds raised will be directed towards further development of our AI-driven platform, expanding our carrier and shipper network, and enhancing our technological capabilities to serve the auto transportation market more effectively.

How does Universal Transit use AI?

How does Universal Transit use AI?

Our platform employs AI for dynamic pricing, advanced load matching, optimal routing, and predictive analytics, enhancing efficiency and decision-making in vehicle logistics.

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.
Show all FAQ

Risks

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 cash proceeds equal to the greater of (A) twelve thousand dollars ($12,000.00) or (B) five and one-half percent (5.5%) of the amount raised in the Offering. The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

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.

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.

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Issuer 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 Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenueprojections.

A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.

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 Issuer and present and future market conditions. Additionally, our future sources of revenue may not be sufficient to meet our future capital requirements. As such, we may require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

We may 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 adverselyaffected.

6

We rely on other companies to provide services for our products.

We depend on third party vendors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if vendors do not provide the agreed upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our services may be adversely impacted if companies to whom we delegate certain services do not perform to our, and our customers’, expectations. Our vendors may also be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two vendors for a particular service.

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 8 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.

The Issuer’s success depends on the experience and skill of the board of directors, its executive officers and key employees.

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

Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

In order for the Issuer to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience.

Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management and other personnel to develop additional expertise. We face intense competition for personnel, making recruitment time-consuming and expensive. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us, which could further delay or disrupt our product development and growth plans.

We need to rapidly and successfully develop and introduce new products in a demanding and rapidly changing environment.

To succeed, we must continually improve, refresh and expand our product and service offerings to include newer features, functionality or solutions, and keep pace with changes in the industry. Shortened product life cycles due to changing customer demands and competitive pressures may impact the pace at which we must introduce new products or implement new functions or solutions. In addition, bringing new products or solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate changing customer needs and trends. We must continue to respond to changing market demands and trends or our business operations may be adversely affected.

The development and commercialization of our 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.

We use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We incorporate AI solutions into our product. Our business may be harmed if the AI we use is, or is alleged to be,

deficient, inaccurate, or biased. AI presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution and governmental regulation of AI will require significant resources to develop and implement ethically to minimize unintended, harmful impact.

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.

There is no assurance that our revenue and business model will be successful

We are continually refining our revenue and business model, which is premised on creating a virtuous cycle for our customers to engage in more products across our platform. There is no assurance that these efforts will be successful or that we will generate revenues commensurate with our efforts and expectations or become profitable. We may be forced to make significant changes to our revenue and business model to compete with our competitors’ offerings, and even if such changes are undertaken, there is no guarantee that they will be successful.

Future growth could strain our resources, and if we are unable to manage our growth, we may not be able to successfully implement our business plan.

We hope to experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our management to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.

Changes in federal, state or local laws and government regulation could adversely impact ourbusiness.

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 noncompliance, 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 andobligations 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.

Our business is subject to general economic and business factors that are largely beyond our control, any of which could have a materially adverse effect on our operating results.

Our business is dependent on a number of general economic and business factors that may have a materially adverse effect on our results of operations, many of which are beyond our control. These factors include excess capacity in the trucking industry, strikes or other work stoppages, and significant increases or fluctuations in interest rates, fuel taxes, fuel prices, and license and registration fees. We are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries where we have a significant concentration of customers. Economic conditions may adversely affect our customers and their ability to pay for our services.

It is not possible to predict the effects of actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against any foreign state, heightened security requirements, or other related events and the subsequent effects on the economy or on consumer confidence in the United States, or the impact, if any, on our future 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.

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 are regulated at the state, federal and internationallevels.

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

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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.

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.

Economic recessions and other factors that reduce freight volumes could have a material adverse impact on our business.

The auto transportation industry historically has experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of our customers, interest rate fluctuations and other economic factors beyond our control. Deterioration in the economic environment subjects our business to various risks that may have a material impact on our operating results and cause us to not reach our long-term growth goals.

Higher carrier prices may result in decreased net revenues.

Carriers can be expected to charge higher prices if market conditions warrant, or to cover higher operating expenses. Our net revenues and income from operations may decrease if we are unable to increase our pricing to our customers. Increased demand for truckload services and pending changes in regulations may reduce available capacity and increase carrier pricing.

Regulatory Compliance and Changes in our Industry may have an impact on Profitability and Operational Efficiency.

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The auto transportation industry is subject to a wide range of regulations at both the national and international levels, including safety standards, environmental regulations, hours of service for drivers, and vehicle maintenance requirements. Compliance with these regulations incurs costs, and failure to comply can result in significant fines, legal liabilities, and reputational damage. Moreover, the industry faces the risk of regulatory changes, such as stricter emissions standards or changes in cross-border trade policies, which can impose additional operational and compliance costs.

Our industry is consolidating and if we cannot gain sufficient market presence, we may not be able to compete successfully against larger companies in our industry.

There currently is a trend within our industry towards consolidation of the niche players into larger companies that are attempting to increase global operations through the acquisition of regional and local freight forwarders, brokers, and other freight logistics providers. If we cannot gain sufficient market presence or otherwise establish a successful strategy in our industry, we may not be able to compete successfully against larger companies in our industry.

State and federal securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Issuer 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 Issuer may have violated state or federal securities laws, any such violation could result in the Issuer being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Issuer would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Issuer will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Issuer violated federal 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 Issuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.

The Company could potentially be found to have not complied with securities law in connection with this Offering related to “Testing the Waters.”

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

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

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The

U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

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

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the

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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 has the right to extend the OfferingDeadline.

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 Offeringearly.

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.

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Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.

In connection with investing in this Offering to purchase a Crowd SAFE ((Simple Agreement for Future Equity) investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (the “Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of the Securities or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Securities, and as part of the conversion process the Nominee has the authority to open an account in the name of a qualified custodian, of the Nominee’s sole discretion, to take custody of any securities acquired upon conversion of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Nominee and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security.

The Securitieswillnotbefreelytradable under the Securities Actuntiloneyearfromwhen the securitiesareissued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with theirattorney.

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 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. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distribute, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the Terms of the Securities, the Nominee has the right to place shares received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Investors will only have a beneficial interest in the equity securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services.

Investors will not become equity holders until the Issuer decides to convert the Securities or until there is a change of control or sale of substantially all of the Issuer’s assets. The Investor may never directly hold equity in the Issuer.

Investors will not have an ownership claim to the Issuer 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 Issuer. Investors will not become equity holders of the Issuer unless the Issuer receives a future round of financing great enough to trigger a conversion and the Issuer elects to convert the Securities. The Issuer is under no obligation to convert the Securities. In certain instances, such as a sale of the Issuer 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, ratherthanequity in the Issuer. Further, the Investor mayneverbecome an equityholder, merely a beneficial owner of an equity interest, should the Issuer or the Nominee decide to move the Crowd SAFE or the securities issuable thereto into a custodial relationship.

Investors will not have voting rights, even upon conversion of the Securities.

Investors will not have the right to vote upon matters of the Issuer even if and when their Securities are converted (the occurrence of which cannot be guaranteed). Under the terms of the Securities, a third-party designated by the Issuer will exercise voting control over the Securities. Upon conversion, the Securities will continue to be voted in line with the designee identified or pursuant to a voting agreement related to the equity securities the Security is converted into. For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would directly or beneficially receive securities in the form of shares of Series B-CF Preferred Stock and such shares would be required to be subject to the terms of the Securities that allows a designee to vote their shares of Series B- CF Preferred Stock consistent with the terms of the Security. Thus, Investors will essentially never be able to vote upon any matters of the Issuer unless otherwise provided for by the Issuer.

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. The Issuer 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 Issuer.

The Issuer may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securitiesindefinitely.

The Issuer may never conduct afuture equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Issuer may never undergo a liquidity event such as a sale of the Issuer 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. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distribute, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the terms of the Securities, the Nominee has the right to place shares received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Investors will only have a beneficial interest in the equity securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services. The Securities are not equity interests, have no ownership rights, have no rights to the Issuer’s assets or profits and have no voting rights or ability to direct the Issuer or itsactions.

Any equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.

The Issuer’s equity securities will be subject to dilution. The Issuer intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of 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 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.

In addition, the Company has certain equity grants and convertible securities outstanding. Should the Company enter into a financing that would trigger any conversion rights, the converting securities would further dilute the equity securities receivable by the holders of the Securities upon a qualifying financing.

Any equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Issuer at the time of conversion.

In the event the Issuer decides to exercise the conversion right, the Issuer will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the First Equity Financing Price (as defined in the Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the First Equity Financing Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Issuer 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 Issuer.

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 B.

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.

In the event of the dissolution or bankruptcy of the Issuer, 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 Issuer, 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. No holders of any of the Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Issuer.

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 Issuer 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 Issuer does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.

There is no guarantee of a return on an Investor’sinvestment.

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 investmentdecision.

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

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

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

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

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

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

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