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For regulatory reasons, this offering is not available in the following jurisdictions:
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Logo of VCORE

VCORE

A new token launching into one of the world's largest metaverses, IMVU
Crypto Creator Economy Marketplace Crypto Video Games Apps Blockchain
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Overview Vision and strategy Opportunity Traction Tokenomics Users Funding Roadmap Team Summary Disclaimers
About Team Press FAQ Risks

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg S securities offering by MetaJuice International, Inc..
Company documents
VCORE TPA MetaJuice PPM.pdf Form CRS.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf
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Highlights


All references to OpenDeal Broker LLC are directly related to NextSeed Securities LLC (CRD 291387) as the broker/dealer facilitating this offering, including but not limited to any information contained in documents and as it appears in all areas of this offering page.

The VCORE token is launching into a massive, global metaverse - IMVU

  • Global community of over 350M+ registered accounts, across 120+ countries
  • 3.7M+ Avg Monthly Active Users and 700,000+ Daily Active Users
  • Dynamic economy with over 20M+ monthly transactions
  • Creator-led economy with 60M+ digital items created by the community
  • More than 1M+ crypto wallets active inside IMVU
  • In-game NFTs - ranked in the “Top 10 NFT Collectibles” on DappRadar
  • First opportunity for public to purchase VCORE token

This is an offering for the right to certain defined digital assets offered and issued by MetaJuice International, Inc. It is not an offering for a share, membership or partnership interest in MetaJuice International, Inc. or any of its affiliates.

Deals involving crypto and/or digital assets such as NFTs are extremely speculative and present additional risks. Investor sophistication and enhanced independent reviews are highly recommended.

This is a new entity and has neither generated revenue, nor has it had any significant operating history.

VCORE Tokens may trade at lower prices on public token exchanges than the prices that the VCORE Tokens are purchased in this Offering.

Disclosures & Disclaimers

Overview


VCORE is a new metaverse token launching into one of the largest metaverse

VCORE will empower the massive IMVU community – one of the largest web3 social metaverses – to shape the virtual world and build a place where everyone can create, earn, own, play and be part of its future. 

IMVU is a pioneer in the metaverse space, operating community-run virtual worlds since 2004 with millions of global monthly active users. 

The VCORE token is being brought to market by MetaJuice, a company focused on unlocking the value of the metaverse via blockchain-driven assets.

Vision and strategy


Aiming to create the largest and most active crypto economy in the metaverse

As VCORE launches into IMVU's already global community (over 100 countries, 13 languages supported) there are a number of capabilities/upgrades that VCORE will enable. 

VCORE will do this by being a critical part of: the IMVU metaverse economy, the game/social play reward system, NFT minting and purchasing, paying earners and delivering community led governance.



The VCORE token is intended in the future to be utilized across a larger metaverse ecosystem. The team backing VCORE are enthusiastic believers in interoperability and in building a true, open metaverse. The ability to seamlessly transact or move assets freely from one world to another is key to maximizing the potential of the future metaverse economy.

As an ERC-20 token, VCORE will have deep utility in the IMVU platform and the ability to exchange between users off the platform as well. In addition, our technical integration with the ImmutableX NFT platform will eventually allow our creators to simultaneously mint on our platform and on the ImmutableX platform using VCORE tokens.

Opportunity


VCORE at the center of three massive industry trends

The VCORE Token crosses into three trends that are driving users and usage and will support creating one of the largest web3 metaverse economies in the world. 

Traction


Massive Metaverse Community

IMVU, the home for VCORE, is the world’s largest web3 social metaverse platform, and has been building its community for the past 18 years. 

IMVU is a Top-10 revenue-grossing social mobile application and leads all other web3 metaverses in users, daily transactions, digital items sold per day - a market leader:

  • Broad global community from over 120 Countries
  • Millions of monthly users; over 700,000 daily active users
  • 50 mins of average session time every day
  • 2.9M+ Facebook followers
  • 593K+ Instagram followers 
  • 240K+ TikTok followers 
  • A metaverse pioneer of 18+ years


Global Metaverse Economy

Underpinning the IMVU social metaverse is a high-velocity, comprehensive economy. Every month over 20M virtual goods are bought and sold on IMVU. Nearly all of these digital goods are designed, built and sold by the creators from the community. 

There are also over 400K on-platform experiences (rooms, spaces, buildings, land) that one can find in IMVU today - built by the community. There is also an active service industry already taking place in IMVU where users pay other users for platform services. Some of these services might include hosting a party, running a nightclub, being a greeter for new users, or even tarot card readings. 


In-Game NFT marketplace

The NFT Marketplace launched on IMVU in Q4 2022 and is already ranked as a Top-10 Immutable X Collectible NFT, according to DappRadar. 

Based on top Immutable X Collectibles

The next step for the NFT Marketplace integration will come in Q2 2023 with deep integration into the existing creator studio, where creators design, build and upload their digital items into the marketplace. This technical integration will enable NFT minting and creator royalties for over 200k active creators.


Metaverse Media Attention

IMVU, MetaJuice and VCORE have been featured by top media around the world. Together Labs (our parent co) was selected as a Time100 Most Influential alongside only three other web3 or social gaming companies: The Sandbox, OpenSea and Rec Room.

Tokenomics


VCORE Tokenomics

VCORE is an ERC-20 token minted on the Ethereum Blockchain. It has a fixed maximum supply of 8,000,000,000 (8 Billion) tokens. An anticipated release schedule and chart of allocations are provided here.

Funding


Backed by Market Leaders

VCORE presales have brought a number of highly strategic entities into the VCORE project. Each partner was selected for the support and counsel they can bring to the overall project, the community and launch of VCORE.

Roadmap


Team


A Team Making History

VCORE is being brought to market by the MetaJuice team. This web3/crypto-centric business unit of Together Labs relies on the large and experienced teams at IMVU (providing engineering, product development, and customer service) and Together Labs (providing legal, finance, and executive support). It is through the combination of this family of companies that VCORE is being brought to market. 

Summary


VCORE aims to power the largest web3 social metaverse in the world

It will power the community and the next-gen economy

IMVU has a massive global community, a dynamic economy, and passionate creators/earners that will thrive with the introduction of VCORE as it empowers this community to shape the virtual world and build a place where everyone can create, earn, own, play and participate in its future. 

Disclaimers


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

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

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

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

This notice should not be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by NextSeed Securities, LLC (n/k/a OpenDealBroker LLC) dba OpenDealBroker, the Capital R ("ODB"). OpenDeal Broker LLC is compensated in cash commission and tokens issued by MetaJuice. MetaJuice will pay OpenDeal Broker LLC a 6% cash commission and 2% of the dollar value issued in securities/tokens for this offering.

MetaJuice International, Inc. ("MetaJuice") has engaged ODB to conduct an offering ("the offering") of digital assets (VCORE) issued by MetaJuice to eligible persons on the Republic platform (the "Platform"). The offering will not be available to persons who are present in or reside in the United States or Canada. 

With respect to the sale of VCORE, ODB is being compensated five percent (5%) of the dollar value of the securities, as well as one and a half percent (1.5%) of the dollar value of the securities issued to Investors pursuant to each Offering at the time of closing (as such terms are defined in the offering engagement agreement between ODB and MetaJuice International Inc. ("MetaJuice") 

The offering will be in digital assets (VCORE) issued by MetaJuice International Inc., and not equity in the company MetaJuice International Inc., or any other entity. 

This is a speculative, risky investment and may be illiquid or pricing may substantially fluctuate in value. You may lose money.

All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th Floor, New York, NY 10010, please check our background on FINRA’s BrokerCheck. Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.  Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

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

https://www.sipc.org/

THIS OFFERING IS LIMITED SOLELY TO NON-U.S. PERSONS WHO ARE NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AS DEFINED UNDER REGULATION S. ONLY PERSONS OF ADEQUATE FINANCIAL MEANS WHO HAVE NO NEED FOR PRESENT LIQUIDITY WITH RESPECT TO THIS INVESTMENT SHOULD CONSIDER PURCHASING THE VCORE TOKENS OFFERED HEREBY BECAUSE: (I) AN INVESTMENT IN THE VCORE TOKENS INVOLVES A NUMBER OF SIGNIFICANT RISKS (II) NO MARKET FOR THE VCORE TOKENS CURRENTLY EXISTS, AND EVEN IF ONE WERE TO DEVELOP, THE VCORE TOKENS OFFERED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS AS DESCRIBED HEREIN. THIS OFFERING IS INTENDED TO BE AN OFFERING THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

This Offering is limited solely to Purchasers who are not “U.S. persons,” as defined in Regulation S. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are a non-U.S. person under Regulation S purchasing in an offshore transaction. You must also represent in writing that you are (i) purchasing the Subscription Agreements for your own account and not for the account of others and not with a view of reselling or distributing the VCORE Tokens, (ii) not domiciled or a citizen of a country in which cryptocurrency offerings are illegal, and (iii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.

Each Purchaser must be a non-U.S. Person who is not purchasing for the account or benefit of a “U.S. Person” as defined under Regulation S under the Securities Act.

A U.S. Person means any one of the following:

(a) any U.S. Citizen; (b) any natural person resident in the United States of America; (c) any partnership or corporation organized or incorporated under the laws of the United States of America; (d) any estate of which any executor or administrator is a U.S. person; (e) any trust of which any trustee is a U.S. person; (f) any agency or branch of a foreign entity located in the United States of America; (g)any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (h) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and (i) any partnership or corporation if: (1) organized or incorporated under the laws of any foreign jurisdiction; and (2) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”: (a) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; (b) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if: (1) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (2) The estate is governed by foreign law; (c) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; (d) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (e) Any agency or branch of a U.S. person located outside the United States if: (1) The agency or branch operates for valid business reasons; and (2) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (f) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter- American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

Deal terms


Minimum investment
$200
The smallest investment amount that VCORE is accepting.
Learn more
Maximum investment
$200K
The largest investment amount that VCORE is accepting.
Learn more
Funding goal
$0.01 / $3.5M
0% of $0.01 minimum offering amount has been reached.

VCORE needs to raise $0.01 before the deadline. The maximum amount VCORE is willing to raise is $3.5M.
Learn more
Security type
Token Purchase Agreement
The TPA is not equity or a token itself, but a contract that entitles you to tokens in the future.
Learn more
Deadline
April 11, 2023


VCORE needs to reach their minimum funding goal before the deadline (April 11, 2023 at 7:00 AM EDT). If they don’t, all investments will be refunded.
Learn more

Price per Token
$0.0188–$0.025

Price range of various token options offered.
Learn more

How it works

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg S securities offering by MetaJuice International, Inc..
Company documents
VCORE TPA MetaJuice PPM.pdf Form CRS.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf

About VCORE

Legal Name
MetaJuice International, Inc.
Founded
Aug 2021
Form
British Virgin Islands Company
Employees
0
Website
metajuice.com
Social Media
Headquarters
Google Map location of of VCORE
Banco Popular Building 4th Floor , Road Town, Tortolla
Headquarters
Banco Popular Building, 4th Floor, Road Town, Tortolla, Virgin Islands, British VG1110

VCORE Team
Everyone helping build VCORE, not limited to employees

Profile picture of John Burris
John Burris
President (MetaJuice) & CSO (Together Labs)
Profile picture of Somnath Banerjee
Somnath Banerjee
VP Blockchain Tech (MetaJuice)
Profile picture of Chris Jones
Chris Jones
Head of Biz Dev (MetaJuice)
Profile picture of Nischal Belthangady
Nischal Belthangady
Head of Token Ops (MetaJuice)
Profile picture of Brendon Lindsey
Brendon Lindsey
Head of Marketing (MetaJuice)
Profile picture of Daren  Tsui
Daren Tsui
CEO (Together Labs)
Profile picture of Harman Singh
Harman Singh
CFO (Together Labs/IMVU)
Profile picture of Lauren Bigelow
Lauren Bigelow
Chief Product Officer (Together Labs/IMVU)
Profile picture of Maura  Welch
Maura Welch
VP of Marketing (Together Labs/IMVU)
Profile picture of Peg Samuel
Peg Samuel
Web3 Marketing & Strategy (MetaJuice)
Profile picture of Jed Ritchey
Jed Ritchey
General Counsel (Together Labs)
11 more team members
John Burris
President (MetaJuice) & CSO (Together Labs)
Somnath Banerjee
VP Blockchain Tech (MetaJuice)
Chris Jones
Head of Biz Dev (MetaJuice)
Nischal Belthangady
Head of Token Ops (MetaJuice)
Brendon Lindsey
Head of Marketing (MetaJuice)
Daren Tsui
CEO (Together Labs)
Harman Singh
CFO (Together Labs/IMVU)
Lauren Bigelow
Chief Product Officer (Together Labs/IMVU)
Maura Welch
VP of Marketing (Together Labs/IMVU)
Peg Samuel
Web3 Marketing & Strategy (MetaJuice)
Jed Ritchey
General Counsel (Together Labs)

Press

74% of survey participants say they buy NFTs for status
Cointelegraph Cointelegraph
·
Feb 27, 2023

According to metaverse platform, Metajuice, almost three out of four of the nonfungible token (NFT) collectors on its pla...

MetaJuice hits a million Web3 wallets and sells out digit...
VentureBeat VentureBeat
·
Jan 17, 2023

MetaJuice, a division of IMVU owner Together Labs, said that its partners have deployed more than a million Web3 wallets ...

Big Investors Are Giving Up on Crypto Markets Going Mains...
·
Nov 13, 2022

Bitcoin as a portfolio diversifier hasn’t worked for investors Crypto won’t ‘find a home in institutional asset allocation’

VCORE's final presale backed by Animoca Brands | Invezz
Invezz Invezz
·
Oct 12, 2022

Major venture firms and other players within the blockchain, crypto-metaverse and gaming ecosystems have backed the VCORE...

Blockchain firm Metajuice to launch NFT marketplace
mint mint
·
Jun 21, 2022

Blockchain firm Metajuice, a subsidiary of Together Labs, on Tuesday said it will launch NFT marketplace in the IMVU meta...

TIME100 Most Influential Companies 2022: Together Labs
Time Time
·
Mar 30, 2022

Social platform IMVU has long been a big player in the metaverse game, with 7 million monthly users. Last year, parent co...

Fashion’s Latest “It” Destination Is the Metaverse
·
Feb 17, 2022

Users can select from multiple male and female avatars as a way to explore their gender identity and can customize their ...

Cryptocurrency - BBC News
BBC News BBC News

All the latest content about Cryptocurrency from the BBC.

Crypto - Bloomberg

BTC Price - Coinbase

Cryptocurrency
Nytimes Nytimes

DealBook

Together Labs subsidiary announces close of VCORE presale
The Economic Times The Economic Times

Together Labs subsidiary MetaJuice has announced the closure of the presale of ERC-20 token VCORE, backed by investors in...

Show all

FAQ

Do you have more information about the risks of investing in this campaign?

Do you have more information about the risks of investing in this campaign?

You can find resources on the risks to investing here: 

Disclosures & Disclaimers 

Additional Risks Disclosures

Still have questions? Check the discussion section.

Risks

Risks Associated with the Structure of Token Purchase Agreements
An investment in a TPA involves a significant amount of risk and is suitable only for sophisticated Purchasers: (i) of substantial means who have no immediate need for liquidity in the amount invested; (ii) for whom such investment does not constitute a complete investment program; (iii) that fully understand, and are willing to assume and have the financial resources necessary to withstand, the risks involved in investing in a TPA; and (iv) that can bear the potential loss of all of their investment in a TPA. There is no assurance as to whether an investment in a TPA will be profitable. Any Investment made in a TPA may result in a loss of all or part of a Purchaser’s Investment. The Token Purchase Agreement or a portion thereof may be modified, waived, or amended without your consent consistent with its terms. This investment is extremely risky and is not an appropriate investment for every Purchaser eligible to participate. MetaJuice does not warrant the offering’s suitability for any particular Purchaser. MetaJuice is in the earliest stages of planning and developing its products. Consequently, many details about MetaJuice’s products, development strategy, and business model are not known, are uncertain, and are subject to change, with or without notice to you. Each Purchaser should review these Risk Factors, the TPA and any other information provided to Purchasers as part of the Offering Documentation carefully; however, many details in the Offering Documentation may change, and in some circumstances, quite significantly. Potential Purchasers should not participate in the offering unless they are able to bear a total and complete loss of their investment. Purchasers should ask MetaJuice questions about the offering and should not participate in the offering until they have received answers that are satisfactory to them. Potential Purchasers should seek out independent accounting, financial, legal, and tax advice before participating in the offering. Because VCORE and the Network are still in development, many of the terms associated with them may change, and additional terms may apply. There is no guarantee that VCORE or the Network will develop as planned. Purchasers who are considering participating in the Offering and executing a TPA should not rely on the terms for VCORE or the Network described in the Offering Documentation as being a promise or guarantee.
Risks Related to Management
MetaJuice has little to no performance or operational record with cryptoassets such as VCORE, and MetaJuice is in the earliest stages of planning and developing its products. Consequently, many details about MetaJuice’s products, development strategy, and business model are not known, are uncertain, and are subject to change. By participating in the offering, Purchasers are relying completely on management and key employees for the successful development and operation of VCORE and Network. In addition, MetaJuice operates at the conjunction of several highly competitive industries, including software development and cryptoassets, and its ability to compete in these industries, and to scale its operations to the extent necessary, depends upon its ability to attract, motivate, train, and retain highly qualified managerial and development personnel. Competition for skilled personnel is intense and the turnover rate can be high, which may limit MetaJuice or its affiliates’ ability to hire and retain highly qualified personnel on acceptable terms or at all. MetaJuice also anticipates that its and its affiliates’ employees will be employed on an at-will basis, which means that any of these employees could leave their employment at any time, with or without notice. To induce valuable employees to remain at MetaJuice or an affiliate, MetaJuice or an affiliate may opt to use VCORE as a form of compensation or bonus; however, the value of VCORE may fluctuate significantly due to factors that are within or beyond MetaJuice’s control and which are described further in these Risk Factors. For these and other reasons, valuable employees may leave MetaJuice or its affiliates due to more lucrative offers from other companies. In addition, neither MetaJuice nor its affiliates maintain “key man” insurance policies on the lives of their management or employees. The loss of the services of any of members of these management or other key employees or MetaJuice’s or an affiliates’ inability to find suitable replacements, or to recruit a sufficient number of qualified personnel to scale their operations, due to the foregoing factors or any other factors, could result in delays in development of the Network, harm the Network, and adversely affect the future value and utility of any Tokens Purchasers hold. MetaJuice operates as an affiliate of Together Labs pursuant to a reciprocal services agreement and as such, MetaJuice is dependent on Together Labs for its operations, including with respect to management and financial control. As a result, MetaJuice may be subject to adverse conditions which affect Together Labs and its affiliates. It is possible that the management of MetaJuice (via its relationship with Together Labs) may discontinue all or part of MetaJuice’s or an affiliates’ operations, products, relationships, or otherwise make decisions with regard to MetaJuice or an affiliate that adversely affect the holders of VCORE, including termination of any development of VCORE and its related projects.
Risks Relating to the Further Development and Acceptance of Blockchain Technology and Cryptographic Tokens
The growth of the blockchain industry in general and cryptographic tokens in particular is subject to a high degree of uncertainty. The factors affecting the foregoing include, without limitation: • Worldwide growth in the adoption and use of blockchain technologies and cryptographic tokens; • Government and quasi-government regulation of blockchain technologies and cryptographic tokens; • The availability and popularity of other forms or methods of buying and selling goods and services, or trading assets, including new means of using fiat currencies; • General economic conditions; and • A decline in the popularity or acceptance of cryptographic tokens. The slowing or stopping of the development, general acceptance and adoption and usage of blockchain technologies and cryptographic tokens may deter or delay the acceptance and adoption of the Network and VCORE.
Risks Associated with the Development and Launch of VCORE
VCORE and its related Network are in the early stages of development, and such development will require significant capital, the expertise of MetaJuice’s and its affiliates’ management and substantial time and effort by skilled developers and other parties. MetaJuice and its affiliates may not retain the services of developers with the technical skills and expertise needed to successfully develop VCORE or the Network and progress VCORE and the Network to a successful launch. In addition, even if VCORE are successfully developed and launched on the Network, there can be no assurance that VCORE will function as intended or that VCORE will be useful long-term on the Application. Changes to the features and specifications of VCORE and MetaJuice’s plans to distribute VCORE (including the total Token supply, the initial circulating Token supply and initial Token allocations to various parties) may be made for any number of reasons. There can be no assurance that the Network will function as currently planned or that VCORE will be launched according to MetaJuice’s current plans. MetaJuice plans to incorporate various technology solutions into the Application at the same time it introduces VCORE into the Network. Some or all of these technology solutions may be new and/or relatively untested. There is significant risk to building and implementing such new technologies that may have never been used, or that are being used in different ways. There is no guarantee that such technologies will operate as intended or will be launched according to MetaJuice’s current plans. Additionally, MetaJuice may change its plans for issuing VCORE or be unable to deliver on distribution of VCORE for a variety of reasons, including a change in business plan, technological challenges, lack of perceived demand, or other reasons (included reasons related to the operation of Together Labs). Finally, if MetaJuice ceases operations, agrees to assign its assets and liabilities to a third party for the benefit of creditors in the case of insolvency, or engages in a liquidation or winding up, it may never issue VCORE. If you do not qualify to receive the VCORE pursuant to the terms and conditions outlined in this Memorandum, MetaJuice shall have no obligation to refund any purchase amount paid you have paid for VCORE.
Risks Associated with a Lack of Interest in VCORE
It is possible that VCORE will not be used by a large number of individuals, companies and other entities and/or that there will be limited public interest in the creation and development of blockchain-based products, services and ecosystems (such as the Application or Tokens) more generally or applications to be used on or in connection with the Network, such as the Application. Such a lack of use or interest could negatively affect the development and use of the Application and the potential utility of VCORE.
Technical Risks Associated with the Network
The Network may include coding errors or otherwise not function as intended, which may negatively affect the Network generally, the Application specifically, and the functionality of VCORE. Upgrades to the Network after it launches, a hard fork in the Blockchain or a change in how transactions are confirmed on the Blockchain may have unintended adverse effects on VCORE. As a result, any such coding errors or unintended functionalities in the Network and their corresponding effect on VCORE may remain unresolved.
Risk that Technology is Superseded or Replicated
There can be no assurance that the Blockchain and related technology being proposed to underpin the use of VCORE on the Network will not be supplanted by competing protocols that improve upon, or fully replace, the Blockchain. It is not known whether the Blockchain on which VCORE are built will become the predominant protocol adopted globally by the industry. If the Blockchain is surpassed or superseded, usage of VCORE and adoption may decline. The source code on which the VCORE token is based may be available as open-source, meaning that anyone can copy and disseminate VCORE’ source code either in the same form or with modifications as a “fork.”
Risk of Competing Ecosystems
It is possible that alternative ecosystems could be established that utilize the same open source code and protocol underlying the Blockchain and attempt to facilitate services that are materially similar to those provided by the Blockchain. The Blockchain may compete with these alternatives, which could negatively impact VCORE, including the utility of VCORE.
Risk of Migration to New Blockchain and/or Token
It is possible that MetaJuice may in the future allow or require users of the Network to migrate their tokens to another blockchain and/or upgrade their token into a new digital asset. MetaJuice may choose to do so for numerous reasons, including, without limitation, to address regulatory requirements, due to technological constraints, because of restrictions or failures arising from the existing blockchain, to minimize transaction costs to users, or to enable MetaJuice to incorporate new features into the Network. There can be no assurance that the migration to a new blockchain will be successful or that the token will retain the same features and functionality if the holder chooses not to migrate their Token to the new blockchain.
Uncertain Regulatory Framework
The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively affect VCORE in various ways, including, for example, through a determination that VCORE are regulated financial instruments that require registration or licensing of those instrument or some or all of the parties involved in the sale, purchase and delivery thereof. MetaJuice may cease the distribution of tokens, cease development in connection with the Network, cease use of the Network, or cease operations in a specific jurisdiction in the event that governmental authority, regulatory actions, changes to law or regulations, or other actions make such distribution, development and/or operations unlawful or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
Legal and Regulatory Factors Relating to MetaJuice’s Business Model Might Present Barriers to Success
VCORE will operate in a new and developing legal and regulatory environment. The established body of law, regulations, and court decisions concerning blockchain technologies and smart contracts is nascent, and the law regarding cryptographic tokens is developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts used in connection with the Network or VCORE, thus undermining the functionality of the Network and VCORE. To the extent licenses or other authorizations are required in one or more jurisdictions in which MetaJuice or its affiliates operate or will operate, there is no guarantee that MetaJuice or its affiliates will be granted such licenses or authorizations. MetaJuice may need to change its business model, and therefore modify the proposed use of the Network and VCORE to comply with these licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance.
Risks of Government and Private Actions
The market for cryptographic tokens and blockchain technologies is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of MetaJuice or an affiliate, or enact regulations or pursue enforcement actions against MetaJuice or an affiliate, which may result in curtailment of, or inability to operate, the Application or VCORE as intended, or judgments, settlements, fines or penalties against MetaJuice or an affiliate. In addition, non-governmental parties may bring private legal actions against MetaJuice or an affiliate, either individually or as a class, which may result in curtailment of, or inability to operate, the Application or VCORE as intended, or judgments, settlements, fines or penalties against MetaJuice or an affiliate.
Risks Associated with Intellectual Property Matters
MetaJuice does not currently hold any issued patents and, thus, would not be entitled to exclude or prevent other entities from replicating its technology, methods and processes. While MetaJuice (or, where necessary, its affiliates) enters into confidentiality and invention assignment agreements with its developers, no assurance can be given that these agreements will be effective in controlling access to MetaJuice’s proprietary information and trade secrets. The confidentiality agreements on which MetaJuice relies to protect certain technologies may be breached, may not be adequate to protect its confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of its confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent MetaJuice’s competitors or others from independently developing technology that is substantially equivalent or superior to their technology. In addition, others may independently discover MetaJuice’s trade secrets and confidential information, and in such cases, MetaJuice likely would not be able to assert any trade secret rights against such parties. Although MetaJuice does not believe that the technology, processes and methods relating to the Application or VCORE have been patented by any third party, it is possible that patents have been issued to third parties that cover all or a portion of the Application or VCORE. Patent holders or other intellectual property owners may assert that MetaJuice’s methods or practices infringe, misappropriate or otherwise violate their intellectual property or other proprietary rights. Any such claims, regardless of merit, could result in substantial expenses, divert the attention of management or materially disrupt the operation of the Application or Tokens, including through awarded injunctive relief.
Risks of Losing Access to VCORE
When delivered, VCORE received by you may be held in a digital wallet or vault, which requires a private key or a combination of private keys for access. Accordingly, loss of the private key(s) associated with your digital wallet or vault storing VCORE will result in the loss of such VCORE. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service you use, may be able to misappropriate your Tokens. MetaJuice is not responsible for any such losses. In addition, any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store VCORE, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your VCORE. Additionally, your failure to follow precisely the procedures set forth for buying and receiving Tokens, may also result in the loss of your VCORE.
Risks Associated with the Blockchain Protocol
Because VCORE and the Network are based on the Blockchain’s protocol, any malfunction, breakdown or abandonment of the Blockchain protocol may have a material adverse effect on VCORE or the Network. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to VCORE and the Network, including the utility of VCORE, by rendering ineffective the cryptographic consensus mechanism that underpins the Blockchain’s protocol.
Risks of Hacking and Security Weakness
VCORE may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Network or with VCORE in a variety of ways, including but not limited to malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because VCORE may be released as open-source software, hackers or other individuals may uncover and exploit intentional or unintentional bugs or weaknesses in Tokens which may negatively affect the Network and VCORE, including the utility of VCORE. Hackers or other malicious groups of organizations may also attempt to get access to private keys or other access credentials of any wallet, vault, or other storage mechanism used to receive and hold VCORE which would result in the loss of your Tokens or the loss of your ability to access or control your Tokens.
Risks of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, VCORE are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by MetaJuice, to offer recourse to you.
Risks Associated with The Sale and Purchase of VCORE
VCORE are intended to be used by users of the Application. VCORE are not investment products. There should be no expectation of future profit or gain from the purchase or sale of VCORE. VCORE do not represent (i) any equity or other ownership interest in MetaJuice, (ii) any rights to dividends or other distribution rights from MetaJuice, or (iii) any governance rights in MetaJuice or Tokens. Public policy towards selling cryptographic tokens is evolving, and it is conceivable that regulators may in the future seek to broaden the scope of regulation applicable to the sale of cryptographic tokens. If the offer and sale of VCORE becomes subject to registration, prospectus or licensing requirements in a particular jurisdiction, MetaJuice may be found liable if it has not complied with the applicable registration, prospectus or licensing requirements, and the market for VCORE may be adversely affected. There are also other risks of participating in any purchase of cryptographic tokens, including volatility in cryptographic token markets, the possibility of increasing regulation of cryptographic token exchange, the potential for a post facto government investigation of a sale of cryptographic tokens, among other risks.
Risk of Price Volatility
The prices of cryptographic tokens have historically been subject to dramatic fluctuations and are highly volatile, and the market price of VCORE may also be highly volatile. Several factors may influence the market price of VCORE, including, but not limited to: • Global supply of cryptographic tokens, both with respect to the number of different cryptographic tokens and the supply of each individual cryptographic token; • Global demand for cryptographic tokens, which can be influenced by the growth of acceptance of cryptographic tokens as payment for goods and services, the security of online cryptographic token exchanges and digital wallets that hold cryptographic tokens, the perception that the use and holding of cryptographic tokens is safe and secure, and the regulatory restrictions on their use; • Changes in software, software requirements or hardware requirements underlying blockchain technologies; • Fiat currency withdrawal and deposit policies of cryptographic token exchanges on which cryptographic tokens may be traded and liquidity on such exchanges; • Interruptions in service from or failures of major cryptographic token exchanges; • Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptographic tokens; • Monetary policies of governments, trade restrictions, currency devaluations and revaluations; and • Regulatory measures, if any, that affect the use of cryptographic tokens. A decrease in the price of a single cryptographic token may cause volatility in the entire cryptographic token industry and may affect other cryptographic tokens, including VCORE. For example, a security breach that affects investor or user confidence in Bitcoin or Ethereum may affect the industry as a whole and may also cause the price of VCORE and other cryptographic tokens to fluctuate. The volatility and unpredictability of the price of cryptoassets, including VCORE, relative to fiat and other currency may result in significant loss over a short period of time. In addition, the value of VCORE may be derived from the continued willingness of market participants to exchange fiat and other currency for VCORE, which may result in the potential for permanent and total loss of value of VCORE should the market for them disappear. In the absence of such pricing, the price of VCORE may be limited to what a buyer is willing to pay in a privately negotiated, arms-length transaction. MetaJuice is under no obligation to provide any valuations to Purchasers. MetaJuice intends to make additional sales of VCORE including but not limited to private sales and exchange listings. The prices of such future VCORE sales may be higher or lower than the fulfillment prices in the Offering.
Risks Associated with the Use of Proceeds
There is no restriction on MetaJuice’s use of the proceeds paid by the Purchaser except as set forth in this Memorandum and there is no restriction on MetaJuice’s ability to transfer those funds to, or make payments for the benefit of, its affiliates, including as compensation to MetaJuice’s or an affiliates’ directors, officers and employees.
Taxation Risks
The tax characterization of VCORE is uncertain, and you must seek your own tax advice in all jurisdictions relevant to you in connection with your purchase of VCORE. A purchase of VCORE may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements. It is also possible that the proceeds to MetaJuice would be subject to significant amounts of income and/or withholding taxes. Further, the use of VCORE as a form of currency may or may not be subject to income taxes, capital gains taxes, value added, sales or use taxes or other forms of taxes. The uncertainty in the tax treatment of VCORE and transactions in VCORE may expose subscribers, prospective purchasers and MetaJuice alike to unforeseen future tax consequences associated with the purchase, ownership, sale or other use of VCORE.
Capital Control Risks
Many jurisdictions impose strict controls on the cross-border flow of capital. Holders of VCORE may be subject to these regulations.
Countering the Financing of Terrorism (“CFT”) and Anti-Money Laundering (“AML”) Regulations
Many countries have implemented laws and regulations to combat terrorist financing and money- laundering activities, including laws and regulations directed at controlling the flow of capital for such illicit activities. In the event that licenses, registrations or other authorizations are required under applicable CFT and/or AML regulations to operate or use the Network or Tokens, there is no guarantee that MetaJuice will be able to successfully obtain such licenses, registrations or authorizations. In addition, any illicit use of VCORE by bad actors could breach such regulations and seriously impact the global reputation of the Network or Tokens. In such event, it is conceivable that this could trigger scrutiny by CFT and AML regulators and potentially cause significant disruption to the distribution and circulation of VCORE.
Unanticipated Risks
Cryptographic tokens such as VCORE are a new and untested technology. In addition to the risks included herein there are potentially other unanticipated risks associated with the purchase, possession, and use of VCORE. Such risks may further materialize as unanticipated variations or combinations of the risks discussed herein.
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