Summary of Principal Terms

The following is a summary of certain principal terms governing an investment in the Securities offered by the Company. This summary is not complete and is qualified in its entirety by reference to the more detailed information set forth elsewhere in this Memorandum and by the terms and conditions of the Subscription Agreement, each of which should be read carefully by any prospective Investor before investing. Prospective Investors are urged to read the entire Memorandum and seek the advice of their own counsel, tax consultants and business advisors with respect to the legal, tax, and business aspects of investing in the Securities.

The Company

The Company was originally incorporated as Broad Bold Park, Inc., a Delaware corporation, on September 9, 2021, and later renamed TA Fintech Inc. to reflect its focus on financial-technology innovation and artificial-intelligence analytics.

TA Fintech develops proprietary AI-driven software and data-analytics systems that enhance financial transparency and automation for investors. Its technology processes large volumes of real-time market, economic, and behavioral data, converting that information into visual intelligence, alerts, and pattern-recognition outputs that help users interpret market dynamics.

Operating under a Software-as-a-Service (SaaS) model, TA Fintech provides financial-data products, AI-based analytics, and visualization tools to investors, financial professionals, and institutional clients. The platform unifies data research, market analytics, and algorithmic modelling within an AI environment.

The Company’s long-term vision is to democratize institutional-grade market intelligence by giving investors access to technology that improves transparency and decision-making. TA Fintech continues to expand its analytics capabilities, datasets, and partnerships, and currently collaborates with a duly licensed Registered Investment Adviser (RIA) firm for certain licensed activities. The Company is actively developing its financial services infrastructure, including pursuing registration of a Registered Investment Adviser and exploring additional regulated financial service offerings, all subject to applicable regulatory approvals and compliance requirements.

• Mission and Innovation

TA Fintech’s mission is to make professional-grade analytics accessible to all investors through artificial intelligence. Its proprietary systems process millions of data points from filings, exchanges, and macroeconomic sources in real time, generating explainable, data-driven insights that users can incorporate into their own independent investment processes.

At the center of this innovation is the Company’s AI analytics ecosystem, which integrates data ingestion, pattern recognition, and visualization. Its algorithms continuously adapt to changing market conditions, detecting trends and anomalies across multiple asset classes. These analytics tools enable users to analyze activity once visible only to institutional research desks, without providing financial advice or discretionary management.

By combining machine learning, data science, and automation within a transparent framework, TA Fintech advances a new standard of market accessibility. 

• Products and services

TA Fintech offers a suite of AI-powered financial analytics products designed for retail and institutional users. These products deliver research, visualization, and automation tools, allowing users to interpret market activity with greater precision.

• TradeGPT – AI copilot providing real-time data interpretation, sentiment analysis, and natural-language search across global markets.
• Dashboard / Terminal / Premium / Platinum Plans – Subscription tiers offering real-time market data, dark-pool analytics, AI-generated sentiment, and advanced visualization dashboards.
• Wealth Series (Atlas | Titan | Everest) – Serves as an analytical and signal generation tool, with no direct trading authority. Qualified third-party custodians hold all client assets, and investment decisions for managed accounts are made exclusively by licensed RIAs who receive and evaluate signals before implementation
• Options Academy – Educational content and interactive simulations that teach investors how to apply quantitative and AI-based tools responsibly.
• Midas Link – Provides institutional-grade analytics models and portfolio data frameworks that are licensed for use through the Company’s RIA partners. These tools enable quantitative diversification and research analysis but do not constitute direct portfolio management or advisory services by TA Fintech.

The Company is exploring the establishment of one or more advisory subsidiaries, which may operate as a financial services company, subject to applicable regulatory requirements. The Company may also maintain relationships with registered firms to support various business initiatives. At present, all internal operations remain exclusively focused on software analytics, data delivery, and research technology.

• Competition

TA Fintech operates in a competitive landscape that includes established data vendors, fintech analytics firms, and AI research providers. Legacy platforms such as Bloomberg Terminal, FactSet, and Morningstar Direct dominate institutional data services but remain costly and closed systems.

TA Fintech differentiates itself through its AI-first analytics architecture, explainable algorithms, and multi-dataset integration, delivered through a scalable SaaS model. This enables investors, advisers, and institutions to access institutional-grade insights in real time while maintaining complete control over their own investment decisions.

• Intellectual Property

The Company currently does not have any registered patents or trademarks.

The Company employs intellectual property that it has developed and are considered trade secrets. Trade Algo also licenses intellectual property through API vendor relationships, Cloud services, Market Data from Al 19 Exchanges, software licenses and contractual access to data feeds.

All other intellectual property is in the form of trade secrets, business methods and know-how and is protected through intellectual assignment and confidentiality agreements with Company employees, advisors and consultants.

Financials

TA Fintech, Inc. has demonstrated revenue growth and strategic capital transformation since its incorporation in September 2021. As of August 31, 2025, the Company maintains total assets of $18.4 million supported by stockholders' equity of $9.6 million, reflecting the substantial capital investments made by shareholders through private offerings conducted under Regulation D, and Regulation Crowdfunding provisions of the Securities Act of 1933, as amended. 

The financial information presented herein is derived from the Company's unaudited financial statements for the period ended August 31, 2025 and audited financial statements for the years ended December 31, 2024, 2023, and 2022, all prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company received an unmodified audit opinion from Abdi Sheikh-Ali, CPA, PLLC on its 2023 and 2022 financial statements, with the audit report dated June 25, 2024. Beginning in 2025, the Company engaged a new audit firm during the reporting period to ensure timely completion of required financial statement audits and reviews in accordance with the Company's operational timeline. The Company's fiscal year ends on December 31, and the most recent eight-month period provides insight into current operational trends and financial positioning. 

• Balance Sheet and Financial Position

As of August 31, 2025, TA Fintech, Inc. reported total assets of $18,441,113, representing a decline from $28,038,949 at December 31, 2024, but substantially higher than the $9,602,880 reported at December 31, 2023 and $3,974,565 at December 31, 2022. This fluctuation reflects strategic capital deployment, investment activities, and the Company's rapid growth trajectory following successive capital raises. The Company has transformed its financial position dramatically since 2022, when it reported a stockholders' equity deficit of $5,806,697, to a positive equity position of $9,629,925 as of August 31, 2025. 

Current assets comprise $17,980,010 of total assets as of August 31, 2025, demonstrating strong liquidity positioning. The Company's current asset composition includes cash and cash equivalents of $4,385,032, investments in equity securities totaling $13,217,014, and deposits and other current assets of $209,740. The investment portfolio represents approximately 72% of total assets, reflecting the Company's treasury management strategy of deploying excess cash into marketable securities, specifically Vanguard equity securities held through Interactive Brokers. These equity investments are accounted for under ASC 321 at fair value, with changes in fair value recorded in earnings each reporting period. 

The cash position of $4.4 million as of August 31, 2025 represents a significant decrease from the $21.8 million held at December 31, 2024, primarily attributable to operating expenditures and additional investments in equity securities during the eight-month period. This compares to $4.4 million at December 31, 2023 and $2.6 million at December 31, 2022, illustrating the substantial capital infusion received in 2024 and subsequent deployment. The Company's refundable deposit maintained with its merchant account processing company increased from $75,000 in 2022 to $200,000 in 2023, where it has remained stable through August 2025. As of August 31, 2025, the Company's cash and cash equivalents exceeded FDIC insured limits by $3,885,032, a consideration for investors evaluating concentration of credit risk. 

Non-current assets total $461,103 as of August 31, 2025, consisting of intangible assets valued at $436,103 and a new investment in a subsidiary of $25,000. The intangible assets include both purchased assets (brand name, domain name, and intellectual property acquired from a related party for $40,000 in late 2021, amortized over 15 years) and capitalized software development costs. The intangible assets have declined from $1,332,783 at December 31, 2022 to $864,918 at December 31, 2023, to $609,454 at December 31, 2024, and to $436,103 at August 31, 2025, reflecting ongoing amortization as the assets are consumed over their useful lives. The Company capitalized $1,603,800 in software development costs in 2022, with these costs amortized using the straight-line method over their economic life. The Company recorded amortization expense of $173,351 for the eight months ended August 31, 2025, compared to $255,464 for the full year 2024, $467,865 for 2023, and $311,017 for 2022. 

Total liabilities decreased to $8,811,188 as of August 31, 2025, down from $6,998,358 at December 31, 2024, $2,479,434 at December 31, 2023, and a peak of $9,781,262 at December 31, 2022. Current liabilities consist entirely of accounts payable ($3,100), credit card balances ($62,314), deferred revenue ($8,744,971), and other payables to related parties ($803). The Company has no long-term debt, interest-bearing obligations, or complex capital structures, resulting in a clean balance sheet focused on equity financing. The fluctuation in total liabilities from $9.8 million in 2022 to current levels is primarily attributable to changes in deferred revenue from $9,711,044 at year-end 2022 to $2,295,732 at year-end 2023, then rose to $6,864,972 by year-end 2024. This deferred revenue decline reflects revenue recognition as the Company delivers on its subscription commitments over time. 

Stockholders' equity totaled $9,629,925 as of August 31, 2025, representing a decrease from $21,040,591 at December 31, 2024, primarily due to accumulated losses during the eight-month period. The equity structure comprises common stock with a par value of $191,516 (representing 191,516,549 shares outstanding at $0.001 par value), additional paid-in capital of $102,487,163, and an accumulated deficit of $93,048,754. The transformation of the Company's equity position from a deficit of $5,806,697 at December 31, 2022 to positive equity of $7,123,446 at December 31, 2023, and further to $21,040,591 at December 31, 2024, demonstrates successful execution of capital raising initiatives totaling over $100 million since inception. The book value per share as of August 31, 2025 was approximately $0.05, compared to $0.11 at December 31, 2024 and $0.05 at December 31, 2023. 

The Company's current ratio of 2.04 as of August 31, 2025 indicates strong short-term liquidity, with current assets exceeding current liabilities by more than two times. This represents a substantial improvement from the concerning ratio of 0.27 at December 31, 2022 (when current assets of $2.6 million were insufficient to cover current liabilities of $9.8 million). Working capital of $9,168,822 as of August 31, 2025 provides substantial operational cushion, though the declining cash position warrants monitoring of burn rate and capital requirements. The liability-to-equity ratio of 91.5% reflects minimal leverage, as the Company has relied exclusively on equity financing rather than debt capital. 

• Revenue and Operating Performance

TA Fintech, Inc. has demonstrated a consistent and accelerating revenue growth trajectory across all reporting periods. For the eight months ended August 31, 2025, the Company generated net revenue of $15,341,860, representing substantial growth compared to $9,617,239 for the full year 2024, $11,031,657 for the full year 2023, and $9,499,858 for the full year 2022. Investors should note that the eight-month 2025 figure is not directly comparable to full-year figures and should not be simply annualized without considering seasonal variations and other factors. This revenue performance indicates an annualized run rate approximately $23 million based on the eight-month 2025 results, representing a compounded annual growth rate of approximately 34% from 2022 through projected 2025, suggesting strong market traction for the Company's subscription-based analytics platform. 

Operating expenses totaled $33,539,200 for the eight months ended August 31, 2025, compared to $51,783,239 for the full year 2024, $24,360,069 for the full year 2023, and $22,769,462 for the full year 2022. The substantial increase in 2024 operating expenses was driven primarily by significant investments in research and development and general administrative functions as the Company scaled its operations. For the 2025 period, the Company has maintained growth investments while exercising improved expense discipline, with eight-month expenses already running at levels approaching the full-year 2024 total.

The operating expense composition for the eight months ended August 31, 2025 reveals a strategic focus on product development, with research and development expenses of $23,145,335 representing 69.0% of total operating costs. This substantial R&D investment reflects the Company's commitment to enhancing its analytics platform, exploring applications in mobile and VR/AR technologies, and developing artificial intelligence algorithms to maintain competitive advantages. General and administrative expenses decreased significantly to $9,342,732 (27.9% of operating expenses) for the eight-month period, compared to $21,282,755 for the full year 2024, indicating improved operational efficiency and cost management. Sales and marketing expenses totaled $1,051,133 (3.1% of operating expenses) for the eight months ended August 31, 2025, down from $3,285,233 for the full year 2024, $2,836,105 for 2023, and $8,433,091 for 2022, as the Company optimized its customer acquisition strategies. 

The historical operating expense analysis reveals important strategic shifts. In 2022, advertising and marketing expenses of $8,433,091 represented 37% of total operating expenses, reflecting an aggressive customer acquisition strategy in the Company's early growth phase. By 2023, advertising and marketing had declined to $2,836,105 (11.6% of operating expenses) as the Company shifted resources toward software development costs of $8,731,670 and contract labor payments of $8,473,882 to build platform capabilities. The 2024 period saw a dramatic increase in contract labor expenses (primarily to related party JS Trading Enterprises Inc.) and research and development investments, driving total operating expenses to $51.8 million. 

Operating loss for the eight months ended August 31, 2025 was $20,615,723, compared to $45,445,586 for the full year 2024, $13,328,412 for the full year 2023, and $13,269,604 for 2022. The Company also recorded other income of $41,158 during the eight-month period, compared to $321,027 in 2024 and $39,999 in 2022 (reflecting a prior period adjustment for the revaluation of intangible assets acquired from a related party). EBIT (earnings before interest and taxes) was negative $20,574,565 for the eight months ended August 31, 2025, compared to negative $45,124,559 for the full year 2024, negative $13,328,412 for 2023, and negative $13,229,605 for 2022. 

The net loss for the eight months ended August 31, 2025 totaled $20,574,565. For the full year 2024, the Company recorded a net loss of $49,222,053 (which included a deferred tax benefit of $4,097,494), for 2023 the net loss was $9,698,783 (benefiting from the $4,097,494 deferred tax asset recognition), and for 2022 the net loss was $13,541,026. The accumulated deficit has grown from $13,553,353 at December 31, 2022 to $23,252,136 at December 31, 2023, to $72,474,189 at December 31, 2024, and to $93,048,754 at August 31, 2025, reflecting the cumulative losses as the Company invests heavily in growth and platform development prior to achieving profitability. 

• Cash Flow Analysis

The Company's cash flow activities demonstrate the typical pattern of a growth-stage technology company making substantial investments in product development while raising capital through equity financing. For the eight months ended August 31, 2025, net cash used in operating activities totaled $18,673,925, compared to $40,857,331 for the full year 2024, $20,755,240 for 2023, and $3,547,781 for 2022. The 2022 operating cash burn was significantly lower than subsequent years due to the large increase in deferred revenue of $9,420,612 during that period, which provided positive working capital offset despite the net loss of $13,541,026. The operating cash burn reflects the net losses adjusted for non-cash amortization expense and working capital changes including fluctuations in accounts payable, credit card balances, deposits, and deferred revenue. 

Investing activities consumed $7,896,285 during the eight months ended August 31, 2025, consisting primarily of investments in equity securities of $7,871,285 and the new $25,000 investment in a subsidiary. This compares to $4,930,992 used in investing activities for the full year 2024 (entirely attributable to equity security purchases), zero investing outflows in 2023, and $1,643,799 in 2022 for intangible asset acquisitions (software development costs). The Company's strategy of deploying excess cash into marketable securities reflects treasury management aimed at generating returns on capital awaiting deployment for operational needs.

Financing activities provided $9,163,899 during the eight months ended August 31, 2025, derived entirely from the issuance of common stock through private offerings. This represents a significant decrease from the $63,139,198 raised during the full year 2024, which itself reflected substantial growth from the $22,628,926 raised in 2023 (reported as "capital contributions" in the 2023 audited statements) and $7,746,656 raised in 2022. Between January 1, 2025 and August 31, 2025, the Company conducted a private offering under Section 4(a)(2) of the Securities Act, issuing 5,219,317 shares and raising $9,524,000 in gross proceeds. The 2024 capital raise of $63.2 million through the issuance of 48,156,073 shares represented a transformational financing event that enabled the Company's accelerated investment in R&D and platform development. The 2023 raise of $22.6 million through 17,016,147 shares (post-split) and the 2022 raise of $7.7 million through 30,305,575 shares (pre-split) established the foundation for the Company's growth. 

The net change in cash for the eight months ended August 31, 2025 was a decrease of $17,406,311, bringing the cash balance from $21,791,343 at December 31, 2024 to $4,385,032 at August 31, 2025. This compares to the full year 2024, which saw a net increase in cash of $17,350,875 from $4,440,468 at the beginning of the year, the full year 2023, which saw an increase of $1,873,686 from $2,566,782 at the beginning of that year, and 2022, which saw an increase of $2,555,076 from just $11,706 at the beginning of 2022. The monthly cash burn rate during the eight-month 2025 period averaged approximately $2,175,789 representing the net operating and investing outflows offset by financing inflows. 

The Company's cash flow statement reveals minimal cash paid for interest or income taxes during any of the periods presented, consistent with its debt-free capital structure and net operating loss position. The Company paid $404 in interest expense during 2022 but has not incurred interest expenses in subsequent periods. The Company has not engaged in any significant non-cash investing or financing activities other than the 4-for-1 forward stock split executed in March 2023. 

• Capitalization and Equity Structure

TA Fintech, Inc. is authorized to issue 800,000,000 shares of common stock with a par value of $0.001 per share. As of the unaudited financials dated August 31, 2025, the Company had 191,516,549 shares issued and outstanding, representing an increase from 186,394,520 shares at December 31, 2024, 138,238,447 shares at December 31, 2023, and 30,305,575 shares at December 31, 2022 (pre-split). On March 24, 2023, the Company's board of directors and shareholders effected a 4-for-1 forward stock split and filed an Amended and Restated Certificate of Incorporation to increase authorized capital stock from 100,000,000 shares to 800,000,000 shares. All share and per-share data have been retroactively adjusted for this stock split, meaning the 30,305,575 shares outstanding at December 31, 2022 are equivalent to 121,222,300 post-split shares. 

The equity capitalization structure reflects the Company's growth funding through successive private offerings conducted under Regulation D, and Regulation Crowdfunding provisions. Common stock at par value totaled $191,516 as of August 31, 2025, while additional paid-in capital reached $102,487,163, representing the excess of proceeds over par value from equity issuances. The additional paid-in capital has grown substantially from $7,716,350 at December 31, 2022 to $30,237,344 at December 31, 2023, to $93,328,386 at December 31, 2024, and to current levels, reflecting aggregate capital raises of approximately $103 million since inception.

Between January 1, 2025 and August 31, 2025, the Company raised $9,524,000 through a private Section 4(a)(2) offering, issuing 5,219,317 shares at an effective price of approximately $1.82 per share. This followed the full year 2024 capital raise of $63,139,198 through the issuance of 48,156,073 shares at an effective price of approximately $1.31 per share. The 2023 fundraising totaled $22,538,008 through the issuance of 17,016,147 shares (post-split) at an effective price of approximately $1.32 per share. The 2022 fundraising totaled $7,746,656 through the issuance of 30,305,575 shares (pre-split) at an effective pre-split price of approximately $0.26 per share, or $1.02 per share on a post-split equivalent basis. 

Subsequent to August 31, 2025, the Company raised an additional $426,000 through the issuance of 192,454 shares in a private Section 4(a)(2) offering, bringing total shares outstanding to 191,709,003 as of September 15, 2025. Additionally, subsequent to December 31, 2023, the Company raised $26,958,643 through the issuance of 25,782,983 shares, bringing the total to 164,020,430 shares outstanding before the remainder of the 2024 raise was completed. This subsequent financing demonstrates continued investor interest and the Company's ongoing access to private capital markets. 

The accumulated deficit of $93,048,754 as of August 31, 2025 reflects cumulative net losses since inception, growing from $13,553,353 at December 31, 2022 to $23,252,136 at December 31, 2023, to $72,474,189 at December 31, 2024, and to current levels. While the accumulated deficit represents historical losses, it is characteristic of growth-stage technology companies that prioritize market share capture, product development, and platform enhancement over near-term profitability. The Company's ability to raise substantial equity capital despite mounting losses indicates investor confidence in the long-term value proposition and growth potential of the analytics platform. 

On June 20, 2025, the Company completed a controlling shareholder transaction whereby Jonathan Stone sold 107,425,507 shares of the Company's common stock (approximately 59% of outstanding shares) to Carlos Cruz for an aggregate purchase price of $2,000,000. Mr. Stone concurrently entered into a two-year salaried employment agreement as "Founder Emeritus" and retained anti-dilution protection with respect to his remaining shares. The transaction was unanimously approved by a special committee of disinterested independent directors.

The Company has no preferred stock authorized or outstanding, no stock options, warrants, or convertible securities, and maintains a straightforward capital structure consisting solely of common equity. This simplicity benefits prospective investors by avoiding dilution from complex derivative securities and providing transparent economics for common stockholders. All holders of common stock shares have identical rights with each other in every respect. 

• Income Taxes and Deferred Tax Assets

TA Fintech, Inc. is taxed as a C-corporation and accounts for income taxes under the liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between financial statement carrying values and tax bases of assets and liabilities. As of December 31, 2024, the Company recognized a net deferred tax asset of $15,994,016, primarily related to net operating loss (NOL) carryforwards totaling $53,851,907. However, based on an assessment of all available evidence in 2024, including cumulative losses and projected taxable income, management determined that it is more likely than not that the deferred tax assets will not be realized, and consequently recorded a full valuation allowance of $15,994,016 against the deferred tax asset in 2024.

In contrast, for the year ended December 31, 2023, the Company recorded a net deferred tax asset of $4,097,494 related to NOL carryforwards of $13,796,277 (using combined federal and Delaware state tax rates of 29.7%), without a valuation allowance. Management determined at that time that it was more likely than not that the Company would generate sufficient taxable income in future periods to realize the deferred tax assets. The Company recorded this as a deferred tax benefit in 2023, which reduced the net loss to $9,698,783 from what would have been $13,796,277 before the tax benefit. For the year ended December 31, 2022, the Company did not recognize any deferred tax asset, as 2022 was the first full year of operations and management determined there was insufficient evidence to conclude that it was more likely than not that a deferred tax asset would be realized. 

The federal net operating loss carryforward is subject to an 80% limitation on taxable income, does not expire, and will carry forward indefinitely under current tax law. For Delaware state taxes, the NOL carryforwards will begin to expire 20 years from the year they were generated, which means they will start to expire in 2043 if not utilized. This represents significant potential value to the Company once it achieves profitability, as the NOLs can offset future taxable income and reduce cash tax payments. However, utilization of the NOLs will depend on the Company's ability to generate sufficient taxable income prior to any potential limitation events such as ownership changes under Section 382 of the Internal Revenue Code. 

For the years ended December 31, 2024, 2023, 2022, and the eight months ended August 31, 2025, the Company had net losses and made no provision for current income taxes. The Company recognizes tax positions taken or expected to be taken based on the more-likely-than-not threshold for realization. As of August 31, 2025 and December 31, 2024, 2023, and 2022, the Company had no unrecognized tax benefits and no accrued interest and penalties related to uncertain tax positions. The Company addresses uncertain tax positions in accordance with ASC Topic 740, Income Taxes.

• Related Party Transactions 

The Company has disclosed several related party transactions that prospective investors should understand. For the year ended December 31, 2024, the Company remitted $16,411,638 in contract labor payments to JS Trading Enterprises Inc., a company wholly owned by the previous CEO/President and majority shareholder of TA Fintech. For the year ended December 31, 2023, similar payments to JS Trading Enterprises (also referred to as "JS Enterprises Inc." in the 2023 audit) totaled $5,118,587, and for 2022, such payments totaled $7,333,612. These payments represent the largest component of research and development expenses and reflect the engagement of development resources controlled by the Company's founder. 

As of December 31, 2024, 2023, and 2022, the Company recorded $803 in amounts due to related parties, representing expenses paid in advance by the principal owner on behalf of the Company. This balance has remained constant across all reporting periods. Additionally, in 2024, the Company covered $2,500 in initial attorney fees on behalf of Midas AI LP., a limited partnership associated with the current CEO Carlos Cruz, which amount is recorded as a current asset under "Due From Related Parties" and expected to be reimbursed. This $2,500 receivable was also outstanding as of August 31, 2025. 

The Company acquired intangible assets (brand name, domain name, and intellectual property) from a related party in late 2021. Although the Company initially recorded the purchase for $1, it subsequently revised the value of the transaction to $40,000 to better reflect the fair market value of the acquired assets. The $39,999 difference was recognized as a prior period adjustment and recorded as other income in 2022. In accordance with GAAP, the Company amortizes the cost of these intangible assets using the straight-line method over 15 years, recording $2,667 in amortization expense annually. 

These related party arrangements are common in early-stage companies where founders and controlling shareholders provide services or advance funds to support operations. However, prospective investors should be aware that such arrangements may present conflicts of interest and should evaluate whether the pricing and terms of these transactions are consistent with arm's-length arrangements. The substantial payments to JS Trading Enterprises Inc., totaling over $28 million from 2022 through 2024, represent a significant portion of the Company's operating expenses and warrant careful consideration by investors. 

Below is the list of past and/or current related parties:

Market Makers AI Limited (rebranded as Attix UK). Is a related party. Attix UK provides marketing, operational consulting, and sales-support services to TA Fintech Inc. under a long-term agreement signed in November 2022. The agreement covers campaign planning, SEO, social media, and business-process support, and supports ongoing marketing and investor-relations operations of the Company.

Attix Apac Pte. Ltd. (formerly Technology Services Group Singapore “TSGS”). Provides software-development, infrastructure, and technical-support services for TA Fintech’s trading and analytics platforms under a master service agreement entered in January 2022. The company manages technology projects, system integration, and engineering support on an ongoing basis.

JS Trading Enterprises Inc. Provides business-development and consulting services to TA Fintech Inc. on an independent-contractor basis under an agreement dated December 2021. The engagement supports U.S. operations, investor outreach, and related business initiatives.

Attix Inc. (formerly Service Benefits LLC). Provides administrative, operational, and corporate-support services to TA Fintech Inc. under an independent-contractor agreement signed in December 2021. The engagement assists in investor relations, compliance, and internal management functions.

• Liquidity, Capital Resources, and Going Concern

The Company's liquidity position has evolved significantly across the reporting periods. As of August 31, 2025, the Company held $4,385,032 in cash and cash equivalents and $13,217,014 in readily marketable equity securities, providing total liquid resources of approximately $17.6 million. However, with a monthly cash burn rate of approximately $2.2 million during the eight months ended August 31, 2025, the current cash balance represents approximately 2.0 months of operating runway without considering the equity securities portfolio. 

Both the independent auditor's report on the 2023 and 2022 financial statements (dated June 25, 2024) and the independent auditor’s report for the year ended December 31, 2024 (dated November 3, 2025) included going concern emphasis paragraphs noting that certain conditions indicate the Company may be unable to continue as a going concern. Specifically, the 2023 audit noted that the Company reported a net operating loss of $13,328,412 and commenced operations less than three years prior, raising substantial doubt about the Company's ability to continue as a going concern. The 2024 audit similarly noted the Company reported a net operating loss of $45,445,586, operating cash flow loss of $40,857,331, and liquid assets of $21,791,343 at December 31, 2024, representing less than a year of cash reserves at the then-current burn rate. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management has evaluated these conditions and developed plans to address liquidity requirements. The Company's strategy relies on its ability to continue generating subscription revenue growth while maintaining access to capital markets for equity financing. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing as needed, including continued private offerings under Regulation D, Regulation A, and Regulation Crowdfunding provisions. The successful completion of capital raises totaling $9,524,000 during the first eight months of 2025 and an additional $426,000 subsequent to August 31, 2025 demonstrates ongoing investor support and access to capital. Additionally, the Company successfully raised $26,958,643 in early 2024 (subsequent to the 2023 year-end) and completed a total 2024 raise of $63,169,505, demonstrating consistent ability to attract capital. 

The Company's revenue growth trajectory provides a positive indicator for future financial sustainability. With revenue growing from $9.5 million in 2022 to $11 million in 2023, remaining stable at $9.6 million in 2024, and reaching $15.3 million in just the first eight months of 2025, the Company is demonstrating strong market validation of its analytics platform. If this revenue growth continues and the Company can moderate expense growth, the pathway to positive operating cash flow becomes more achievable. 

However, there are no assurances that management will be able to raise capital on terms acceptable to the Company in the future. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The Company faces continued challenges typical of early-stage technology companies, including the need to balance growth investments with financial sustainability. Prospective investors should carefully consider the Company's capital needs and the risks associated with its current burn rate when evaluating this investment opportunity. 

• Risk Factors, Contingencies, and Regulatory Compliance

The Company's operations are subject to a variety of local, state, and federal regulations. Failure to comply with these requirements may result in fines, penalties, restrictions on operations, or losses of permits, which could have an adverse impact on the Company's operations and result in an outflow of economic resources. Management believes that the Company is in compliance with applicable local, state, and federal regulations as of August 31, 2025, December 31, 2024, 2023, and 2022. 

Regarding litigation, as of August 31, 2025 and December 31, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company's operations. From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business, but no such matters were pending at the reporting dates. However, the 2023 audited financial statements disclosed that the Company was involved in litigation related to various matters arising in the normal course of business and had been advised by legal counsel that it was possible but not probable that the Company would incur liabilities as a result of these proceedings. The Company assessed that as of December 31, 2023, the estimated contingent liabilities associated with pending litigation amounted to approximately $25,000, though this amount had not been recognized in the financial statements due to the uncertainty of the outcome and the inability to reliably estimate the timing of any potential outflows. By December 31, 2024, no such contingencies were disclosed in the audited financial statements. The Company has confirmed that these matters were resolved without material impact to the Company's financial position.

The Company's cash is deposited in demand accounts at financial institutions that management believes are creditworthy. However, the Company maintains cash balances in excess of federally insured limits, creating concentration of credit risk. The Federal Deposit Insurance Corporation (FDIC) insures total deposits at financial institutions up to $250,000 per depositor. As of August 31, 2025, the Company's cash and cash equivalents exceeded FDIC insured limits by $3,885,032, and as of December 31, 2024, the excess was $21,291,343. While the Company has not experienced any losses on its cash deposits, this concentration represents a risk should the financial institutions experience difficulty. 

The management of the Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation and/or residual income from its business. Certain events particular to the industry in which the Company operates, as well as general economic and political conditions or a new pandemic, may have a significant negative impact on the Company's operations and profitability. Additionally, the Company is subject to changing regulatory and tax environments. Such events are beyond the Company's control, and the likelihood that they may occur cannot be predicted. 

• Summary of Key Financial Metrics

The following table summarizes key financial metrics across all reporting periods from 2022 through August 2025:

*Pre-4-for-1 stock split; equivalent to 121,222,300 post-split shares

** Based on unaudited financials.

The Company has raised approximately $103 million in total equity capital since inception through successive private offerings under Regulation D, and Regulation Crowdfunding provisions, demonstrating strong investor interest and confidence in the business model. The transformation from a stockholders' equity deficit position in 2022 to positive equity of $9.6 million as of August 2025, combined with a clean balance sheet with no debt and a strong current ratio, provides financial flexibility to execute on growth strategies. However, the increasing accumulated deficit from $13.6 million in 2022 to $93.0 million in August 2025, and ongoing cash burn underscore the importance of achieving revenue scale and eventual profitability to ensure long-term sustainability. 

These financial statements and related disclosures provide prospective investors with comprehensive information to evaluate the Company's financial position, operating performance, liquidity, and capital resources as required for a Regulation D offering memorandum. The Company has received unmodified audit opinions from Abdi Sheikh-Ali, CPA, PLLC on its 2023 and 2022 financial statements, and unmodified audit opinion from SetApart Accountancy Corp on its 2024 financial statements, with the auditors conducting the audit in accordance with generally accepted auditing standards in the United States of America (GAAS) and remaining independent in accordance with U.S. federal securities laws and SEC regulations. Investors should carefully review all risk factors, related party transactions, going concern considerations, and the auditor's emphasis of matter paragraphs in conjunction with this financial information when making investment decisions. 
 

• Financial Performance and Growth Trajectory

The Company has demonstrated consistent and accelerating revenue growth since inception, establishing a clear track record of market acceptance and scalability. Revenue has grown from $9.5 million in 2022 to $11 million in 2023 (16% growth), then slightly declined to $9.6 million in 2024 (13% decrease), and to $15.3 million for the eight months ended August 31, 2025 (59% growth). This reflects an inflection point in the business, driven by product-market fit, enhanced platform capabilities, expanded distribution, and increasing brand recognition within the retail investor community. 

Management's projections anticipate continued strong growth over the next four years. Specifically, management projects revenue of approximately $36.8 million in 2026, $58.9 million in 2027, $94.3 million in 2028, and $150.9 million in 2029. These figures imply an overall compound annual growth rate (CAGR) of approximately 60%from 2025 to 2029. These projections assume continued execution on product development, successful customer acquisition and retention, stable competitive dynamics, and no material adverse changes in market conditions or regulatory environment. There can be no assurance that any of these projections will be achieved, and actual results may differ materially and adversely from these projections. Investors should not rely on these projections in making investment decisions. 

At these revenue levels, the Company's valuation would be supported by increasingly conservative multiples. For example, at $100 million in revenue (achievable in 3-4 years), the $1.15 billion valuation represents an 11.5x revenue multiple, squarely within the range of 10-15x multiples observed for high-growth SaaS and fintech analytics companies. At $169 million in projected 2029 revenue, the implied multiple would decline to 6.8x, below the median for both public SaaS companies (6.1x) and private fintech analytics companies (7.0-8.0x).

The Company currently operates at a substantial operating loss due to investments in research and development (70% of operating expenses) and other operating expenses. Management projects achieving EBITDA profitability at approximately $75-100 million in annual revenue, assuming fixed costs are absorbed by revenue growth and R&D intensity moderates. However, there can be no assurance that the Company will achieve this revenue level or that profitability will be achieved at the projected revenue levels. The Company may require substantially more revenue than projected to achieve profitability, or may never achieve profitability. The Company's accumulated deficit has grown from $13.6 million in 2022 to $93.0 million as of August 31, 2025, and the Company continues to consume significant cash in operations. If the Company is unable to achieve profitability or raise additional capital, it may be required to curtail operations, sell assets, or cease operations entirely. 

• Market Opportunity and Competitive Positioning

Management believes the Company operates within one of the largest and fastest-growing addressable markets in the financial services and technology sectors. Using a bottom-up total addressable market (TAM) methodology, management estimates the global opportunity at $160 billion, comprised of approximately 300 million retail investors worldwide at an average annual subscription value of $500 (representing $150 billion in TAM) and approximately 2 million institutional users at an average annual subscription value of $5,000 (representing $10 billion in TAM). 

The financial analytics software market is projected to grow from $8.65-12.57 billion in 2025 to $22.64-29.65 billion by 2032-2034, representing a compound annual growth rate of 10-11.57%. This secular growth is driven by increasing retail investor participation in capital markets, the democratization of investing through commission-free trading platforms, rising demand for data-driven decision making, proliferation of alternative assets and complex instruments, and the integration of artificial intelligence and machine learning into financial analysis. 

Management notes that to achieve $100 million in revenue—which would support the $1.15 billion valuation at an 11.5x multiple—the Company would need to capture approximately 0.062% of the estimated total addressable market. Even assuming a more conservative serviceable addressable market (SAM) of $16 billion (representing 10% of TAM), $100 million in revenue would represent approximately 0.62% market share. However, there can be no assurance that the Company will achieve any particular market penetration rate, and the Company faces significant competition from well-established competitors with substantially greater resources. The Company's ability to capture market share is highly uncertain. 

The Company's strategic positioning is predicated on democratizing institutional-grade financial analytics for the retail investor market. Incumbent solutions such as Bloomberg Terminal ($30,000/year), Refinitiv Eikon ($22,000/year), and FactSet ($20,000/year) serve the professional and institutional market with approximately 2 million total users but remain economically inaccessible to the 300 million retail investors globally. By offering comparable analytical capabilities at a price point 50-100 times lower than institutional alternatives, the Company addresses a massive underserved market while simultaneously benefiting from the ongoing shift toward retail market participation accelerated by commission-free trading, fractional shares, and mobile-first platforms. 

Management further believes the Company's artificial intelligence and machine learning capabilities provide significant competitive differentiation and justify premium valuation multiples. The Company has invested over $31 million in research and development during the first eight months of 2025 alone, with substantial resources dedicated to AI algorithm development, predictive analytics, and real-time data processing. Vertical AI SaaS platforms are currently achieving revenue multiples of 8-12x, with leading AI-powered analytics companies commanding multiples in excess of 15x due to superior product capabilities, higher customer lifetime values, and enhanced barriers to entry. 

• Valuation Methodologies and Sensitivities

The Company considered multiple, commonly used approaches to estimate enterprise value. Valuations of high-growth subscription and data/analytics businesses are inherently uncertain and sensitive to assumptions regarding growth, margins, capital needs, and the cost of capital. The $1.15 billion pre-money valuation selected for this offering reflects a synthesis of the methods below, the Company’s growth strategy, and current financing conditions. It is not a prediction of future trading prices or a guarantee of performance

Forward-Looking Revenue and Growth: The Company’s valuation is primarily assessed against an at-scale revenue view rather than current period results. Management currently expects full-year 2025 revenue of approximately $20 million. To reach approximately $100 million of revenue within 3–4 years, the Company would need to achieve compound annual growth of roughly 71.0% over three years or 49.5% over four years. These figures are provided solely to illustrate the growth math and are not projections or guidance.

Illustrative decelerating growth paths that mathematically reach approximately $100 million could include, for example: over a three-year period, growth of roughly +100% in the first year, +80% in the second year, and +46% in the third year; or over a four-year period, approximately +90%, +70%, +50%, and then +8.6%. These sequences are examples only and not commitments. Actual results may differ materially. 

“At-Scale” Forward Revenue Range: To reduce sensitivity to near-term fluctuations, the Company considered an at-scale state with revenue of approximately $100 million within 3–4 years (assuming successful execution and continued funding). Applying an illustrative 8x–12x forward revenue multiple—consistent with ranges referenced for scaled fintech/data & analytics businesses—implies an enterprise value range of approximately $0.8–$1.2 billion. Positioning the pre-money at $1.15 billion places it within this band and reflects both execution risk and the Company’s product/data differentiation.

Interpreting the selected figure, $1.15 billion corresponds to roughly 11.5x on $100 million at-scale revenue (or, equivalently, about 12x on approximately $96 million). This interpretation is illustrative only and not a prediction of outcomes.

Normalized Multiple Approach: Using a 10x–12x revenue multiple at scale yields approximately $1.0–$1.2 billion, overlapping the primary method’s band.

DCF Sensitivities: Given early-stage uncertainty, DCF was used as a cross-check only. Reasonable ranges for discount rates and terminal assumptions produce implied enterprise values that overlap approximately $0.9–$1.4+ billion, which encompasses the selected $1.15 billion. DCF outputs are highly assumption-sensitive; the Company does not view DCF as a primary method.

Market Penetration Heuristic: Management estimates a total addressable market exceeding $160 billion. Achieving about $100 million in revenue equates to roughly 0.062% share, consistent with modest adoption relative to TAM and supportive of the forward-multiple outputs. This heuristic is a reasonableness check only and not a substitute for bottoms-up projections.

No Fairness Opinion: No independent third-party valuation or fairness opinion has been obtained.

Forward-Looking Uncertainty: The analyses above rely on assumptions regarding growth, margins, pricing, retention, competitive dynamics (including other AI-enabled offerings), and capital availability that may not occur.

Not Comparable to Public Prices: The methods are not intended to predict any future trading price of the Company’s securities. Private financing valuations can differ meaningfully from public market valuations.

Capital Dependence / Going-Concern Risk: Historical operating losses and negative operating cash flows indicate continued dependence on external financing to execute the plan; failure to raise additional capital on acceptable terms, or at all, would materially affect operations and could invalidate the assumptions underlying these valuation methods. 

• Comparable Company Analysis and Valuation Multiples 

Purpose and limits: Management reviewed valuation reference points across public and private companies in adjacent categories—SaaS application software, vertical data/analytics, and fintech tooling with AI-enabled capabilities—to assess whether the selected $1.15 billion pre-money valuation (assessed primarily against an at-scale ~$100 million revenue view within 3–4 years) falls within a reasonable range. Because companies differ materially by scale, growth durability, gross margin, capital intensity (including AI inference/data costs), and profitability trajectory, no single comparable is determinative. The analysis below is directional and used as a sanity check against the primary at-scale framework.

Observed ranges: Forward revenue multiples observed for higher-growth, higher-quality SaaS and analytics businesses have historically spanned a wide range. Periods of stronger market conditions have supported low-double-digit forward revenue multiples for category leaders; less favorable markets have seen materially lower medians. Private transactions often clear at a discount to public trading levels to reflect lower liquidity and earlier stage risk. Companies combining subscription software with proprietary data/analytics and AI features can command premium multiples where there is evidence of durable growth (e.g., NRR ≥120% with low churn), high gross margin at scale, improving sales efficiency, and a credible path to cash-flow breakeven. Where these characteristics are less established—or where AI increases cost-to-serve—multiples tend to compress.

Relevance to the Company: The Company is earlier stage, with management currently expecting ~$20 million of 2025 revenue and pursuing a plan to reach ~$100 million within 3–4 years. Given that profile, management anchors valuation at the at-scale level rather than today’s run-rate. Applying a forward revenue multiple range of ~8–12× to the at-scale revenue view yields an implied enterprise value range of ~$0.8–$1.2 billion. The selected $1.15 billion pre-money is within this band, reflecting both (i) execution risk and current investment phase and (ii) product/data differentiation and market opportunity. Management did not rely on any single public or private transaction or any one company’s trading multiple. References to market multiples are used only as directional context to corroborate the at-scale approach.

Comparability considerations and caveats: Differences in scale, mix, growth durability, capital intensity, and margin structure can meaningfully affect observed multiples; direct read-through is inappropriate. Public equity multiples fluctuate; private financing and M&A values often include discounts for liquidity and earlier-stage risk, or premiums for strategic fit and synergies. Examples of large, diversified data platforms (e.g., multi-line institutional data providers or exchanges) are not directly comparable due to scale, product breadth, and profitability. They are not used to set the Company’s multiple. The Company’s use of AI is a potential positive for product differentiation and adoption but can increase Operating Expenses including computer and data costs and working capital needs; valuation should reflect both.

Considering the Company’s target at-scale profile and the directional ranges observed for higher-growth SaaS and analytics businesses, management believes the implied ~11.5× forward revenue multiple at ~$100 million is reasonable within the 8–12× at-scale range, while acknowledging the Company’s earlier-stage risk profile and dependence on successful execution.

• Growth Drivers and Value Creation Opportunities

Management has identified multiple near-term and long-term value drivers that support the $1.15 billion valuation and provide significant upside optionality:

Revenue Growth Acceleration: The Company's revenue increased 59% in YTD 2025 through Aug 31, 2025 compared with full-year 2024, represents a clear inflection point, driven by enhanced product-market fit, expanded distribution partnerships, increased brand awareness, and viral customer adoption. Management expects this growth momentum to continue and potentially accelerate as network effects strengthen, product capabilities expand, and go-to-market efficiency improves. Each incremental point of sustained growth above 60% CAGR materially increases the Company's valuation trajectory. 

Operating Leverage and Path to Profitability: With high fixed-cost structure (primarily R&D), the Company is positioned to achieve substantial operating leverage as revenue scales. Management projects EBITDA profitability at $75-100 million in revenue, at which point EBITDA margins could reach 20-30% and expand further as the business matures. Achieving profitability would enable the Company to access growth capital at lower cost and command higher valuation multiples (as investors value profitable growth more highly than unprofitable growth). 

Product Expansion and Cross-Selling: The current platform is focused primarily on equity analytics for U.S. markets. Management has identified potential opportunities to expand into adjacent products and markets, including: (i) fixed income and derivatives analytics; (ii) international equity markets (Europe, Asia-Pacific, emerging markets); (iii) alternative assets (cryptocurrency, commodities, real estate); (iv) portfolio management and optimization tools; (v) institutional and professional tier offerings; and (vi) API and data licensing revenue streams. The Company makes no representation that it will successfully pursue or achieve any of these expansion opportunities, and investors should not rely on these potential expansions when making investment decisions. If successfully implemented, each of these expansion opportunities could represent incremental TAM and revenue potential. However, there is no assurance that the Company will successfully execute on any of these opportunities, and actual results may differ materially from any projections.

Strategic Partnerships and Distribution: The Company has opportunities to establish strategic partnerships with discount brokerages, robo-advisors, financial institutions, and wealth management platforms to integrate TA Fintech analytics as a value-added service for their customer bases. Such partnerships, if successfully negotiated and implemented, could potentially accelerate customer acquisition, reduce customer acquisition costs, and enhance platform stickiness through embedded distribution, though there is no assurance that any such benefits would be realized. Management is exploring potential partnership opportunities. There is no assurance that any partnerships will be successfully negotiated, executed, or announced, or that any such partnerships would result in the benefits described herein.

International Expansion: The current business is primarily focused on the U.S. market. While the U.S. represents a significant portion of the global retail investor population, international expansion would require compliance with foreign securities regulations, data protection laws, and may require significant capital investment and operational resources. Expansion into international markets—particularly Europe, Canada, and Asia-Pacific—represents a significant growth vector. While the Company's cloud-based platform architecture may facilitate geographic expansion, international expansion would require substantial investment in regulatory compliance, local partnerships, customer support infrastructure, and market-specific product adaptations. There is no assurance that international expansion can be achieved with minimal incremental investment or that such expansion would be successful.

Network Effects and Community Features: Financial analytics and trading platforms benefit from powerful network effects as user-generated content, sentiment analysis, social features, and community insights enhance platform value for all participants. Management is investing in community features that will strengthen engagement, reduce churn, and create viral adoption dynamics similar to those observed at companies like Seeking Alpha, StockTwits, and Trading View. If successfully developed, network effects could potentially result in higher customer lifetime values. However, the Company has not yet demonstrated meaningful network effects, and there is no assurance that such effects will materialize or result in premium valuation multiples.

Artificial Intelligence and Proprietary Algorithms: The Company's substantial R&D investment primarily focused on developing proprietary AI algorithms for pattern recognition, predictive analytics, risk assessment, and automated insights. If these capabilities mature and demonstrate superior accuracy relative to human analysis or competing platforms, they could potentially create competitive advantages. However, there is no assurance that the Company's AI algorithms will achieve superior accuracy, that such accuracy would be sustainable, or that the Company would be able to command premium pricing. Some AI-powered platforms in certain market conditions have commanded higher valuation multiples than traditional software companies. However, there is no assurance that the Company will achieve such premium valuations, and valuation multiples vary significantly based on numerous factors including profitability, growth rates, market conditions, and competitive positioning. 

• Risk Factors and Mitigation Strategies

While management is confident in the $1.15 billion valuation based on the Company's growth prospects and market positioning, prospective investors should consider various risk factors that could impact the realization of this valuation:

Execution Risk: Achieving the revenue growth rates necessary to support the valuation requires continued successful execution across product development, customer acquisition, retention, and operational scaling. While the Company has demonstrated strong execution to date based on audited financial data for the year ended December 31, 2024, there can be no assurance that historical growth rates will continue or that management's projections will be achieved. 

Competitive Dynamics: The financial analytics and trading technology market is highly competitive, with well-capitalized incumbents (Bloomberg, Refinitiv, FactSet), emerging venture-backed competitors (Koyfin, YCharts), and potential new entrants. Increased competition could pressure pricing, increase customer acquisition costs, or slow market share gains. Management believes the Company has certain competitive advantages in the retail analytics segment. However, the Company faces intense competition from well-capitalized competitors, and there is no assurance that any competitive advantages will be sustainable or that the Company will maintain its market position.

Market Conditions: The Company's growth is partially dependent on continued retail investor engagement in capital markets. A sustained bear market, reduction in trading volumes, or shift in investor sentiment away from active participation could negatively impact customer acquisition and retention. Management believes that analytics tools may remain valuable during various market conditions. However, the Company's business could be materially adversely affected by sustained bear markets or reduced retail investor participation, regardless of the theoretical value of analytics during such periods.

Regulatory Environment: Changes in securities regulations, data privacy laws, or financial services licensing requirements could impact the Company's business model or increase compliance costs. Management actively monitors regulatory developments and maintains compliance programs to mitigate regulatory risk. 

Going Concern: As disclosed in the Company's financial statements, the independent accountant's review report included a going concern emphasis paragraph noting conditions that may raise doubt about the Company's ability to continue as a going concern. The Company's strategy relies on continued access to capital markets through equity financing until achieving positive operating cash flow. The Company has raised capital to date, but there can be no assurance that future capital will be available on acceptable terms or at all. The going concern opinion indicates substantial doubt about the Company's ability to continue operations without additional financing. Failure to obtain necessary financing could result in the Company ceasing operations, and investors could lose their entire investment. 

Funding Requirements: The Company will require additional capital beyond this offering to execute on its growth plans and achieve profitability. Management estimates that an additional $30-50 million in funding (beyond the proceeds of this offering) will be required over the next 24-36 months to reach positive operating cash flow. This estimate is based on numerous assumptions that may prove incorrect, and actual funding requirements could be substantially higher. There is no assurance that the Company will be able to raise this additional capital on acceptable terms or at all. Failure to obtain this capital could require the Company to significantly curtail operations, reduce its growth investments, or cease operations entirely. This would materially adversely affect the Company's business, prospects, and valuation, and could result in a total loss of investors' investment.

• Conflicts of Interest

Management-Determined Valuation

The pre-money valuation of $1,150,000,000 ($1.15 billion) and the price per share of $6.00 for this offering have been determined by the Company's management and Board of Directors, without the benefit of an independent third-party valuation or fairness opinion. The Chief Executive Officer and President, who is also the Company's majority shareholder, participated in and approved the valuation determination. This creates a significant conflict of interest, as management and the majority shareholder have a direct financial interest in setting the highest possible valuation to minimize dilution of their ownership stake and maximize the value of their existing equity holdings.

Prospective investors should be aware that there is no assurance that an independent third-party valuation expert would arrive at the same valuation. The valuation has not been independently verified, audited, or opined upon by any investment banking firm, valuation specialist, or other independent financial advisor. The valuation reflects management's assessment of the Company's prospects, market opportunity, and comparable company multiples, but these assessments are inherently subjective and subject to significant uncertainty. Given the Company's early stage, lack of profitability, going concern status, and the absence of independent valuation, the actual value of the Company may be materially lower than the stated valuation, and could be substantially lower or even nominal. Investors should assume significant risk that they are paying more than fair market value for their securities.

Management's Majority Ownership and Control

The Chief Executive Officer and President owns a majority of the Company's outstanding shares and exercises control over the Company's business decisions, Board composition, and strategic direction. As the majority shareholder, this individual has the ability to: (i) determine or significantly influence the Company's valuation for capital raising purposes; (ii) control the appointment and removal of directors and officers; (iii) approve transactions with related parties, including compensation arrangements; (iv) determine the timing, terms, and structure of future financing rounds; and (v) block or approve potential sale, merger, or liquidation transactions.

This concentration of ownership and control creates conflicts of interest between the majority shareholder's interests and those of minority investors. The majority shareholder may make decisions that benefit their position at the expense of minority shareholders, including decisions regarding valuation, dilution, exit timing, and related party transactions. Minority investors will have limited ability to influence Company decisions or challenge actions taken by the majority shareholder.

Related Party Transactions

The Company has substantial ongoing related party transactions that create potential conflicts of interest. The Company engages in ongoing transactions with Attix Inc and Attix APAC Pte. Ltd., entities under common control with the Company’s Chief Executive Officer and majority shareholder. These related parties provide various product development, research and development, software development, human resources, and administrative support services to the Company. There is no independent oversight or approval process for these transactions, and the Company has not obtained independent fairness opinions or market-rate assessments to determine whether the terms of these arrangements are at arm’s-length.

While management believes these arrangements are beneficial to the Company and reasonably priced, there can be no assurance that the terms of these related party transactions are equivalent to arm's-length arrangements that might be negotiated with unaffiliated third parties. The Company did not obtain independent third-party assessments of the fairness of pricing for these related party services.

Additionally, the Company has advanced $2,500 for attorney fees on behalf of Midas AI LP., a limited partnership associated with the current CEO, and maintains $803 in amounts due to the principal owner for expenses paid on behalf of the Company. These ongoing financial relationships create potential conflicts regarding the allocation of Company resources and the potential for self-dealing.

Compensation and Fee-Based Conflicts

Management's compensation, including potential future performance-based compensation, stock options, or profit participation arrangements, creates incentives that may not always align with shareholder interests. Management may prioritize short-term growth, revenue targets, or other metrics that support higher valuations over long-term value creation, profitability, or prudent risk management. Additionally, if management participates in performance fees, carried interest, or other compensation tied to Company valuation or exit events, they may have incentives to pursue liquidity events or financing rounds at valuations or timing that benefit management's compensation but may not optimize shareholder value.

Absence of Independent Oversight

The Company's valuation was not reviewed or approved by independent directors, as the Board composition includes management and founders who have direct financial interests in the valuation outcome. The Company has not established an independent valuation committee, has not retained independent financial advisors or valuation experts, and has not obtained a fairness opinion or third-party valuation report. Prospective investors are investing based solely on management's self-determined valuation without independent verification or oversight.

Impact on Investment Decision

These conflicts of interest are material and should be carefully considered by prospective investors. The lack of independent valuation, combined with management's control over the valuation process and their direct financial interest in maximizing valuation, means that investors are relying entirely on management's good faith and judgment. There is substantial risk that the valuation is inflated relative to what an independent assessment would determine or what market conditions would support. Investors should assume that management's interests in maintaining high valuations may not align with investors' interests in acquiring securities at fair prices.

Mitigation Measures

To date, the Company has not implemented specific mitigation measures for these valuation-related conflicts of interest. Management has disclosed these conflicts in this offering memorandum to allow prospective investors to make informed decisions. Investors should consider retaining their own independent financial advisors to assess the reasonableness of the Company's valuation before making investment decisions.

• Company Valuation

Valuation Overview

Management has determined that the Company's pre-money valuation for this offering is approximately $1,150,000,000 ($1.15 billion), resulting in a price per share of $6.00 based on 191,516,549 shares currently outstanding as of August 31, 2025. This valuation has not been determined by an independent third-party valuation firm and represents management's good faith estimate based on the factors described herein. This valuation reflects management's assessment of the Company's current financial performance, growth trajectory, competitive positioning, addressable market opportunity, and comparable company valuations within the fintech analytics and SaaS industries. Rather than relying on single-point headline multiples, management primarily assesses valuation against an at-scale revenue view (approximately $100 million within 3–4 years) and applies a range of forward revenue multiples (approximately 8x–12x), within which the $1.15 billion pre-money is positioned. Investors should be aware that forward multiples are sensitive to assumptions regarding growth, margins, and capital efficiency and may differ materially from market medians over time.

These forward-looking multiples can be significantly higher than those observed for mature SaaS companies. While management believes certain factors support a premium valuation, including: (i) the Company's 59% increase in total income in YTD 2025 (eight months ended Aug 31, 2025) versus full-year 2024; (ii) a large total addressable market estimated at $160 billion with current penetration below 0.02%; (iii) positioning as a lower-cost alternative to institutional products; and (iv) valuation multiples observed for some comparable high-growth fintech analytics and vertical AI SaaS companies, investors should note that these multiples involve substantial risk and the actual value may be materially lower. The Company has incurred significant operating losses and there can be no assurance that the Company will achieve profitability or that the projected revenue growth will be realized. 

Management further notes that the $1.15 billion valuation is predicated on achieving approximately $100 million in annual revenue within 3-4 years, at which point a more normalized 11.5x revenue multiple would support this valuation. This growth target requires capturing merely 0.06% of the Company's $160 billion total addressable market. However, there can be no assurance that the Company will achieve this revenue target or market penetration rate. The Company faces significant competition from well-established competitors with substantially greater resources, and failure to achieve these growth targets would result in the current valuation being unsupportable and investors could lose their entire investment.

Shareholders and Board of Directors

The majority shareholders and board of directors of the Company are listed below.

• Majority Shareholders

Carlos Cruz is the largest shareholder and the only shareholder with voting rights due to proxy agreements with all other investors. Carlos Cruz currently owns 107,425,507 shares of Common Stock which represents 56.09% of issued shares.

• Board of Directors

• Biographical Information

Carlos Cruz: Carlos Cruz is an accomplished international entrepreneur with a remarkable track record of success in operating several multi-million-dollar companies, including as CEO of Technology Holdings North America Inc., Vittori Inc., and the Attix Group Corporation. A master of operations, multi-channel product distribution, and marketing, Carlos has a proven ability to increase sales, grow bottom lines, and spearhead operational improvements that drive productivity and reduce costs. With a keen eye for detail and a pragmatic approach, Carlos thrives in dynamic, demanding environments. Carlos's exceptional communication skills and strong negotiation abilities have been essential in negotiations with vendors and other software developers. Carlos is responsible for leading operations and strategic direction with full responsibility for bottom-line factors, including long-range planning and global product management.

Jonathan Stone: Jon is the Founder and Director of the Company. He is a serial entrepreneur who has established several businesses and has spearheaded innovative technologies to increase market clarity and efficiency. As a graduate of ASU, Jon holds an interest in leadership and management philosophy, drawing inspiration from the teachings of Jack Welch. He has pursued blockchain technology studies at MIT Sloan School of Management, learning from the economics scholar, Professor Christian Catalini.

Tony Pascasio: Tony is an entrepreneur and property investor with a background in business administration. He owns and operates several assisted-living facilities and manages multiple real-estate ventures. Tony has built a track record in business development and operational management. He brings a practical and growth-oriented perspective to the Company’s board.

Nick Cortes: Nick is a producer, entrepreneur, and founder of a boutique film and post-production company known for high-profile commercial, music, and branded content. His work includes campaigns for brands such as Netflix, Apple, Microsoft, McDonald’s, Mercedes-Benz, Spotify, and Fender. Before founding his company, he led post-production for a studio later acquired by Warner Music Group. He brings experience at the intersection of entertainment, technology, and storytelling to the Company’s board.

Patrick McErlean: Patrick is an experienced technology leader with a background in software engineering and product development. He has led technical teams in building and scaling platforms across fintech and data-driven businesses. Patrick holds a degree in Computer Science with a minor in Mathematics and Statistics from The College of New Jersey. He brings strong technical and strategic insight to the Company’s board and operations.

The Offering

• The Offering

Up to One Hundred Twenty Million Dollars ($120,000,000) at $6 per share. If the Offering is oversubscribed, the company may accept subscriptions above $120,000,000 as it deems appropriate in its sole discretion.

• Minimum Investment

The minimum investment is $10,000. The company reserves the right to accept investments that are less than the minimum investment.

• Bonus Shares

Investors who subscribe for Shares in this Offering may be eligible to receive additional Common Shares as a bonus based on their total investment amount, as follows:

• Bonus Share Terms and Conditions

1. Calculation: Bonus shares are calculated as a percentage of the total number of Shares purchased at the offering price of $6.00 per share. For example, an investor purchasing $60,000 of Shares (10,000 shares) would receive an additional 1,500 bonus shares (15% of 10,000 shares).
2. Same Class: All bonus shares issued under this program will be Common Shares with identical rights, preferences, and restrictions as the Shares purchased in this Offering.
3. No Additional Consideration: Bonus shares are issued without additional consideration from the investor.
4. Timing of Issuance: Bonus shares will be issued simultaneously with the underlying Shares upon acceptance of the investor's Subscription Agreement and receipt of funds.
5. Company Discretion: The Company reserves the right, in its sole discretion, to modify, suspend, or terminate the bonus share program at any time without prior notice. Any modifications will not affect bonus shares already committed to investors whose subscriptions have been accepted.
6. Dilution Impact: The issuance of bonus shares will result in additional dilution to existing shareholders and may affect the Company's capitalization structure. Investors should consider this dilution when evaluating their investment.
7. Tax Implications: Investors should consult with their tax advisors regarding the potential tax implications of receiving bonus shares, as the receipt of bonus shares may constitute taxable income.
8. Securities Law Compliance: Bonus shares are subject to the same transfer restrictions and securities law limitations as the underlying Shares purchased in this Offering.
9. Fractional Shares: If the bonus share calculation results in fractional shares, such fractional shares will be rounded down to the nearest whole share.
10. Offering-Specific Program: This bonus share program applies exclusively to the current offering described in this Memorandum and does not extend to any securities issued in prior offerings or any future offerings the Company may conduct.
11. Documentation: Bonus shares will be reflected in the Company’s capitalization table maintained by their licensed transfer agent. Important Notice: The offer of bonus shares does not guarantee any particular return on investment or future value of the securities. All securities offered, including bonus shares, involve significant risk and may result in total loss of investment.

• Offering Closing

The Offering will terminate on November 3, 2026 (the "Offering Termination Date"); provided the CEO in its discretion may terminate the Offering earlier or extend the Offering Termination Date, as it deems appropriate, in its sole discretion.

• Other Offerings

The Company may issue additional securities from time to time until the Offering Termination Date to either existing or new investors through various offering structures and under different regulatory exemptions. Such securities may include common stock, preferred stock, convertible securities, debt securities (including promissory notes and bonds), warrants, options, or other hybrid securities as determined by the Company's Board of Directors.

The Company may conduct such offerings under various exemptions including Section 4(a)(2), Regulation D (Rule 506(b) or Rule 506(c)), Regulation Crowdfunding, intrastate offerings under Rule 147, employee benefit plan exemptions under Rule 701, or other available federal or state exemptions.
Such future offerings may be conducted on terms that are more or less favorable than this Offering, including different pricing, rights, and preferences. Future equity offerings may result in dilution to existing shareholders, and debt offerings may impose operational restrictions and create senior claims on Company assets. The Company may engage intermediaries and pay commissions in connection with such offerings. The timing, size, and terms of any future offerings will be determined by management and the Board of Directors in their sole discretion.

The Company may conduct such offerings under various exemptions from federal securities registration requirements, including but not limited to: (a) private placements under Section 4(a)(2) of the Securities Act and Regulation D (Rule 506(b) or Rule 506(c)); (b) offerings under Regulation A (Tier 1 or Tier 2); (c) crowdfunding offerings under Regulation Crowdfunding; (d) intrastate offerings under Section 3(a)(11) and Rule 147 or Rule 147A; (e) offerings to accredited investors under various other exemptions; (f) employee benefit plan exemptions under Rule 701; or (g) other available federal or state exemptions as may be applicable.

• Investor Suitability

The Shares are being sold only to "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act. In addition to qualifying as an accredited investor, each purchaser of Shares will be required to make representations relating to their investment background and sophistication, and the suitability of an investment in the Shares.

• Transfer of Shares

A Shareholder may not sell, assign, or transfer its Shares without the prior express written consent of the CEO (except in the case of certain estate planning transfers).

• Subscription and Funding

Persons interested in subscribing for Shares must complete the Subscription Agreement and execute all subscription documents. In the event an investor's subscription is accepted, the Company will require the investor to fund one hundred percent (100%) of its investment in cash at the time that the investor's subscription is accepted.

• Registration Exemption

This Offering relies on the exemptive provisions of Regulation D, 506(c).

• High Risk Investment

As is further discussed under "Risk Factors" below, an investment in the Company is subject to a high level of risk.

• Limitation on Transfer and Withdrawal

Each Eligible Investor will be required to represent in the Subscription Agreement that it is acquiring the Shares for investment and not with a view to resale, that the Eligible Investor understands that the Shares are not freely transferable and, in any event, that the Eligible Investor must bear the entire economic risk of investment in the Shares for an indefinite period of time because of the following: (i) the Shares have not been registered under the Securities Act or applicable state securities laws; and (ii) the Shares cannot be sold without the Company BOD's consent, which may be granted or withheld in its sole discretion. As more particularly described in the Stockholders' Agreement, transfers of Shares may be subject to certain rights of first refusal rights and other restrictions.

In addition, prior to termination of the Company, Investors will have no right to demand repayment of invested capital. Even if securities law exemptions are available and a sale would be permitted, no ready market now exists, nor can such a market be expected to exist, for the sale, transfer, or other disposition of the Shares. Therefore, an Investor will be required to bear the entire economic risk of its investment for an indefinite period of time.

• Voting Proxy

By purchasing Common Shares, investors must grant an irrevocable proxy giving the Company's CEO exclusive authority to vote all investor shares on all matters, including director elections, fundamental transactions, financings, executive compensation, and related party transactions. This proxy remains in effect until a public offering, Exchange Act registration, acquisition, or dissolution occurs—none of which may ever happen. Through this proxy arrangement combined with existing proxies from other investors, the CEO will exercise complete voting control over the Company, creating extreme concentration of power with no independent oversight. Investors will have zero ability to influence corporate decisions, elect or remove directors, block or approve transactions, or exercise any governance rights. This structure creates profound conflicts of interest as the CEO can vote on matters benefiting himself personally, including his own election, compensation, and related party transactions. Management's interests may diverge from investor interests in opposing liquidity events that would dilute control, setting executive compensation, and approving self-dealing transactions. The Company does not intend to pay dividends, so all value depends on a liquidity event over which investors have no control. This proxy creates permanent management entrenchment regardless of performance or misconduct, and legal remedies for oppressive actions are expensive, uncertain, and often inadequate. This investment requires complete trust in management with no accountability mechanisms and is suitable only for sophisticated investors who can afford total loss with no expectation of governance rights, liquidity, or returns.

• Capitalization

The information below provides an overview of the key aspects of the Company's equity structure. This overview is not exhaustive and is subject in all respects to the terms set forth in the amended Certificate of Incorporation. Investors should consult with the Company’s amended Certificate of Incorporation and relevant Delaware corporate law provisions for comprehensive details regarding the Company’s securities.

As of December 31, 2022, the Company had authorization for 100,000,000 common stock shares. During March 2023, the Company's board of directors approved modifications to the authorized share count and enacted a forward stock split, with both measures taking effect in April 2023. Following these corporate actions, the Company is now authorized to issue up to 800,000,000 common stock shares (referred to as "Common Stock"). Concurrently, the Company implemented a forward stock split ratio of 4:1, meaning each existing common stock share was converted into four shares in April 2023.

Currently, as of this Offering’s date, there are 192,663,196 Common Stock shares issued.

• Prior Stock Issuances

*In April 2023, the Company effected a 4-to-1 forward stock split which is not reflected in the share numbers listed in the table.

*The figures above are as of November 3, 2025.

• Qualifications of Investors

The Shares may be purchased only by Accredited Investors. The Company may engage a service provider to ensure compliance with this section. At a minimum, each subscriber to Shares will be required to make representations on a questionnaire about the subscriber’s income and assets in order for the Company to ascertain whether the investor is “accredited” as described in Regulation D, Rule 501(a).

• Sales of Shares

There is no assurance that all Shares will be sold and the Company reserves the right to refuse to sell Shares to any person, in its sole discretion, and may terminate this Offering at any time. 

• Marketing of Shares

The Company anticipates it will offer the Shares to prospective investors either on its own or through one or more registered broker-dealers or others legally eligible to receive compensation for assisting the Company in offering and selling Shares. Such persons may include placement agents, finders, or similar persons. Any such offers or sales of Shares by a third party engaged to assist the Company in selling Shares will be on the same terms as set forth in this Memorandum. 

• Discretionary Purchases of Shares by the Major Shareholder

The CEO may, in his sole discretion, purchase Shares for any reason deemed appropriate by him, including, but not limited to, causing the Company to attain the Maximum Offering Amount. The CEO will not acquire such Shares with a view to resell or distribute such Shares. Those purchases, if any, shall be made on the same terms and conditions as are available to all investors in this Offering.

• Investor Status

The Shares are being offered and sold in reliance upon exemptions from the Securities Act and state securities laws. Accordingly, the ability to purchase Shares and participate in this Offering has been strictly limited to persons satisfying the Investor Suitability Requirements described herein, and this Memorandum does not constitute an offer to sell or a solicitation of an offer to buy with respect to any person not satisfying those requirements.

• Liquidation Distributions

In the event of a Company liquidation, dissolution, or winding up, after the payment of all debts and other liabilities and the satisfaction of the liquidation preferences granted to the holders of Preferred Stock, if any, the holders of Common Shares will be entitled to share ratably in the net assets legally available for distribution to shareholders.

• Additional Rights and Preferences 

Holders of Common Shares have no preemptive, conversion, anti-dilution, or other rights, and there are no redemptive or sinking fund provisions applicable to Common Shares.

• Dividends

The Company has never declared or paid cash dividends and intends to retain earnings, if any, to support the development of the business and therefore, do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of the Board of Directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

• Transfer Restrictions

The Shares have not been registered under the Securities Act or any applicable state securities laws and are being offered and sold in reliance upon exemptions from the registration requirements of such laws. The Shares are "restricted securities" under federal securities laws and may not be offered, sold, pledged, or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act; (iii) pursuant to Rule 144 under the Securities Act (provided that all applicable conditions are satisfied); (iv) to "accredited investors" (as defined in Rule 501(a) of Regulation D) in transactions exempt from registration; or (v) in another transaction that does not require registration under the Securities Act and applicable state securities laws.

• Rolling and Early Closings

We will hold an initial closing on any number of subscriptions at any time during the Offering and we may hold one or more additional closings until we determine to cease having any additional closings during the Offering. We will close on proceeds based upon the order in which they are received. We will consider various factors in determining the timing of any additional closings following the initial closing, including the amount of proceeds received at the initial closing and any prior additional closings. Investment commitments are not binding on the Company until they are accepted by the Company. 

• Oversubscriptions

Oversubscriptions will be allocated at the discretion of the Company.

• Sales Materials

Other than this Memorandum and the exhibits hereto, no other literature will be used in the Offering of the Shares. The Company may also respond to specific questions from prospective investors. Business reply cards, introductory letters or similar materials may be sent to potential investors or finders for use, and other information relating to the Offering may be made available to potential investors or finders for their internal use. However, the Offering is made only by means of this Memorandum. Except as described herein, neither the Company nor any Agent has authorized the use of other sales materials in connection with the Offering. The information in such material does not purport to be complete and should not be considered as a part of this Memorandum, or as incorporated in this Memorandum by reference or as forming the basis of the Offering of the Shares.

No finder, dealer, broker-dealer, salesman, or other person has been authorized to give any information or to make any representations other than those contained in this Memorandum or in any sales brochure literature issued by the Company, and referred to in this Memorandum and, if given or made, such information or representations must not be relied upon.

Inquiries regarding subscriptions should be emailed to invest@tradealgo.com.

Use of Proceeds

The gross proceeds to the Company of this private placement will be a maximum of One Hundred Twenty Million Dollars ($120,000,000) if all shares are purchased. 

Proceeds of this Offering, net of offering expenses, will be used primarily for the following:

AI and product engineering (35% ~ $42.0M). Funds the core engine - train and harden automated models, expand risk and portfolio‑construction logic, and improve explainability and monitoring so decisions stay disciplined over time.

Coverage includes feature development, reliability work, and the talent required to move faster without sacrificing quality. 

Market data, cloud/HPC, and core infrastructure (15% ~ $18.0M). Secures real‑time exchange feeds and licensed datasets and pays for the compute required to process them at low latency. Spend includes GPUs and burst capacity, storage and retention, observability, failover, and security - the aim is a fast, stable, cost‑aware stack that can scale usage without service risk. 

Go‑to‑market engine (10% ~ $12.0M). Growth remains free‑first and product‑led. Funds support creator and community programs, PR around real releases, lifecycle messaging, in‑product upgrade paths, and analytics to tune conversion and retention - guiding users to first value in the free tier and letting the product earn the upgrade. 

Enterprise pilots, integrations, and security reviews (7% ~ $8.4M). Covers short pilots with banks, advisors, and platforms, plus the engineering to integrate via APIs, SFTP, and vendor frameworks. Also funds third‑party security testing, enterprise due‑diligence packages, and the support needed to convert pilots into multi‑year licenses. 

Regulatory, compliance, and licensing (6% ~ $7.2M). Continues building the governance frameworks required for regulated offerings, including policies and procedures, surveillance and audit tooling, filings, outside counsel, and independent reviews - keeping products aligned with evolving rules and shortening time‑to‑market for new regulated lines. 

Working capital and operations (10% ~ $12.0M). Supports customer support, finance and reporting, people operations, insurance, and vendor prepayments, while adding flexibility to hire critical roles and handle normal timing gaps in receivables and payables without slowing execution. 

Contingency reserve (10% ~ $12.0M). Held for unforeseen needs and approved case by case. Typical uses include market‑driven spikes in data or compute costs, regulatory timing shifts, or high‑value opportunities such as a strategic hire or a must‑have integration. 

Transaction costs (about 7% ~ $8.4M). One‑time costs to close the round - placement, legal, escrow, transfer agent, and marketing operations tied to the raise. Target is an efficient, market‑standard all‑in cost; these funds are not relied on for ongoing operations. 

The values above are not inclusive of payments to financial and legal service providers and escrow related fees, all of which were incurred in the preparation of this Offering and are due in advance of the closing of the Offering.

• Management Discretion

The foregoing represents the Company’s current best estimate of the anticipated application of proceeds. Actual allocations may vary depending on market conditions, operational requirements, and the timing of development milestones. Management shall have full discretion to adjust or reallocate funds among the categories described above as it deems necessary or advisable to achieve the Company’s strategic objectives and to preserve shareholder value.

The Company may deploy funds accepted through this offering to develop, train, refine, validate and maintain quantitative and algorithmic trading models and related infrastructure. Such activities may include, without limitation, data acquisition, software and hardware procurement, cloud computing, backtesting, model validation and third-party vendor services. 

The amounts actually expended for these categories as well as other purposes may vary significantly and will depend on a number of factors, including the amount of future revenues and the other factors described under “Risk Factors.” Accordingly, the Company will retain broad discretion in the allocation of proceeds of this offering. The Company will be permitted use of the funds immediately upon acceptance of a Subscription Agreement. Additionally, the Company's management may choose to allocate unsold investor Shares as compensation for services that would typically require immediate cash payment.

How to Invest

• Subscription Procedures

In order to subscribe for Shares, a prospective investor must deliver the following documents to the Company:

1. An executed Subscription Agreement and the questionnaires and documents required therewith.
2. A wire, ACH, or other payment acceptable by the Company made payable to the Company in an amount equal to One Hundred Percent (100%) of such investor’s subscription. Prospective investors will receive wire transfer instructions upon acceptance of the Subscription Agreement.
3. Backup documentation to support accredited investor status if requested.
4. Execution of voting proxy agreement.

Escrow of Subscriptions. Funds received from Investors will be held in an escrow account with Industry Fintech, Inc. acting as escrow agent (the "Escrow Agent").

• Acceptance of Subscriptions 

Subscriptions are not binding on the Company unless or until accepted by the CEO on behalf of the Company. The CEO has the right, to be exercised in its sole discretion, to accept or reject any subscription in whole or in part for a period of 30 days after receipt of the subscription. Any subscription not accepted within 30 days of receipt shall be deemed rejected and any investment amounts will be returned to the investor by the Company Agent. The Subscription Agreement shall be countersigned by the President upon acceptance and will be delivered to the Subscriber.

The CEO may, in its sole and absolute discretion, refuse a subscription for Shares if it believes that an investor does not meet the applicable investor suitability requirements (or investor has not provided satisfactory documentation establishing the same), the Shares otherwise constitute an unsuitable investment for the investor, or for any other reason. In addition, the Company reserves the right to terminate any Subscription Agreement at any time prior to the Final Closing, in the sole discretion of the CEO, in which event all amounts deposited with respect to such terminated Subscription Agreement will be returned by the Company, with interest actually earned and without reduction.

• Compliance with Anti-Money Laundering Regulations

As part of the Company’s responsibility for the prevention of money laundering, the Company and its affiliates, subsidiaries, or associates may require a detailed verification of a subscriber’s identity, any beneficial owner underlying the account and the source of any payment to the Company. The Company and the CEO each reserve the right to request such information as is necessary to verify the identity of a subscriber and the underlying beneficial owner of an investor’s interest in the Company. In the event of delay or failure by the subscriber to produce any information required for verification purposes, the Company may refuse to accept a subscription.

Each prospective investor shall make such representations to the Company, including, without limitation, representations to the Company that such investor is not a prohibited country, territory, individual or entity listed on the Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website and that it is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. Such prospective investor may also be required to represent to the Company that amounts contributed by it to the Company were not directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations.

Investor Requirements

Potential buyers of the Shares being offered in this Memorandum should consider carefully the risk factors outlined in the "RISK FACTORS" section, specifically the speculative nature of the investment and the lack of a readily available market for the Shares and the long-term nature of the investment in the Company. This Offering is only suitable for Accredited Investors with the means to bear such risks, and who have taken into account their current needs and contingencies when deciding to purchase Shares.

• General Suitability Standards

The Shares will not be sold to any person unless such prospective purchaser or his or her duly authorized representative shall have represented in writing to the Company in a Subscription Agreement that:

1. The prospective purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in the investment of the Shares;
2. The prospective purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to his, her, or its net worth and the investment in the Shares will not cause such overall commitment to become excessive; and
3. The prospective purchaser is an “Accredited Investor” (as defined below) suitable for purchase in the Shares.

Each person acquiring Shares must represent that the Shares are being purchased for their own account for investment purposes, and not with the intention of reselling or distributing them.

• Accredited Investors

The Company will conduct the Offering in such a manner that Shares may be sold only to "Accredited Investors" as that term is defined in Regulation D promulgated under the Securities Act of 1933 (the "Securities Act"). In summary, a prospective investor will qualify as an "Accredited Investor" if he, she, or it meets any one of the following criteria:

(a) If a natural person:

1. Has an individual net worth, or joint net worth with that person's spouse or spousal equivalent, at the time of purchase, exceeding one million dollars ($1,000,000) excluding the value of the primary residence of such natural person;
2. Had an individual income in excess of two hundred thousand dollars ($200,000) in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;
3. Holds in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status, including but not limited to: the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), or Licensed Private Securities Offerings Representative (Series 82), all administered by the Financial Industry Regulatory Authority, Inc. (FINRA);
4. Is a director, executive officer, or general partner of the issuer of the securities being sold;
5. Is a "knowledgeable employee," as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the issuer of the securities being sold or affiliates thereof;
6. Is a "family client," as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), of a family office as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

(b) If an entity investor:

1. Is a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the "Exchange Act"); any investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
2. Is any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
3. Is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors;
4. Is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
5. Is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
6. Is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Securities Act;
7. Is an entity in which all of the equity owners are accredited investors;
8. Is an entity, of a type not listed in any of the paragraphs above, which was not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;
9. Is a "family office," as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
10. Is a "family client," as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements in the above paragraph and whose prospective investment is directed by such family office pursuant to clause (iii) of the above paragraph.

IF THE COMPANY'S ASSUMPTIONS ARE INCORRECT CONCERNING THE SITUATION OF ANY PROSPECTIVE BUYER, THE DELIVERY OF THIS MEMORANDUM WILL NOT BE CONSIDERED AN OFFER AND MUST BE DISREGARDED IMMEDIATELY

• Other Requirements

No subscription for the Shares will be accepted from any investor unless they are acquiring the Shares for their own account (or accounts as to which they have sole investment discretion), for investment purposes and not for resale, distribution, or any other kind of disposition. To ensure that purchasers of Shares are Accredited Investors, the Company may request that they provide certain information, which may include completing an Investor Suitability Questionnaire and delivering documentary evidence to support Accredited Investor status.

Risk Factors

An investment in the company involves significant risk and is suitable only for persons who are capable of bearing the risks, including the risk of loss of a substantial part or all of their investment. Careful consideration of the following risk factors, as well as other information in this Offering Memorandum is advisable prior to investing. Prospective investors should read all sections of this Offering Memorandum and are strongly urged and expected to consult their own legal and financial advisers before investing in the shares. The information in this Offering Memorandum including the company's business plan contains both historical and forward-looking statements. Please be advised that the company's actual financial condition, operating results, and business performance may differ materially from that estimated by the company in forward-looking statements. The company has attempted to identify, in context, certain of the factors that it currently believes could cause actual future results to differ from the company's current expectations. The differences may be caused by a variety of factors, including but not limited to, adverse economic conditions, competitors (including the entry of new competitors), inadequate capital, unexpected costs, lower revenues and net income than anticipated, fluctuation and volatility of the company's operating results and financial condition, inability to carry out marketing and sales plans, loss of key executives or other personnel, and other risks that may or may not be referred to in these risk factors.

Investing in the Company involves a high degree of risk and should only be considered by those who can afford the loss of their entire investment. Furthermore, the purchase of any Shares should only be undertaken by individuals with sufficient financial resources to indefinitely retain an illiquid investment. Each investor in the Company should consider all of the information provided to such potential investor regarding the Company, as well as the following risk factors, in addition to the other information listed in this Offering Memorandum. The following risk factors are not intended to be a complete description of the commercial and other risks inherent in the investment in the Company.

• Risks Relating to Investment in and Ownership of the Company Generally

The Company is currently under SEC investigation. The ongoing SEC investigation presents significant risks that could materially adversely affect the Company's business, financial condition, and prospects. The investigation could result in enforcement actions, including but not limited to civil monetary penalties, disgorgement of profits, injunctive relief, or other sanctions that could substantially harm the Company's operations and financial resources. The uncertainty surrounding the investigation may damage the Company's reputation and credibility with customers, partners, and potential investors, potentially leading to loss of business relationships and difficulty in raising future capital. The investigation process itself imposes substantial costs, including legal fees, compliance expenses, and management time diverted from business operations, which could strain the Company's financial resources and operational efficiency. Additionally, if the SEC determines that the Company has violated federal securities laws, such findings could trigger additional regulatory scrutiny, shareholder lawsuits, or criminal referrals, further compounding the Company's legal and financial exposure. The outcome and timing of the investigation remain uncertain, and there can be no assurance that the matter will be resolved favorably or without material adverse consequences to the Company and its shareholders. Prospective investors should carefully consider that any adverse resolution of the SEC investigation could result in the partial or total loss of their investment.

The Company may refund subscriptions. The Company does not maintain a formal refund policy for its products and services. However, the Company's past practice has been to provide refunds to customers who request them, and management intends to continue this practice to maintain customer relationships and satisfaction. This informal refund approach presents a significant risk to the Company's revenue recognition and cash flow, as customers may seek refunds at any time, potentially requiring the Company to reverse previously recognized revenue and return cash payments. The lack of formal limitations on refund eligibility, timeframes, or conditions could result in substantial and unpredictable financial impacts, particularly if a significant number of customers simultaneously request refunds or if large enterprise customers seek to recover substantial subscription fees. This risk is amplified by the Company's reliance on subscription-based revenue models, where refunds could affect both current period revenue and future cash flows from ongoing customer relationships.

The Company will not generate working capital until (and if) it makes a profit. The Company is expected to run at a loss for an extended period of time, which may be shorter or longer based on sales, the market, and cost management performance. In the interim prior to profitability, losses and cost overruns could cause the Company to exhaust its capital reserves and be forced to raise additional capital through an equity offering or financing, which, depending on market conditions and other factors beyond the Company’s control, may not be feasible.

The availability of additional working capital is uncertain. The Company believes that the proceeds from the Offering will allow the Company to implement its proposed business plan and to satisfy its expected cash requirement for the expected duration and expense of the restructuring and pursuit of profitability (36 months). However, the Company’s continued operations thereafter will be dependent on the availability of operating income or additional capital. In the event there is insufficient cash flow from operations, the Company may be required to obtain additional financing. There can be no assurance that such financing will be available, or, if available, the financing will be on terms satisfactory to the Company. If financing is needed, but is not available, the Company may not be able to operate successfully, and any investment made in it may be lost.

Projected returns and success of the Company are based upon assumptions that may not be correct. Financial projections are uncertain and are highly speculative, as they are often dependent on achieving sales projections, continued market acceptance, cost management, achievement of profitability, product performance, competitive products, and many more variables. Projections are based upon a great number of variables, estimates, and judgments on matters over which the Company will have no control. Discussion of sales and profitability projections are highly subjective, thus projections are principally intended for use as future aspirational goals, and are not intended, and should not be taken, as assurances that the projected results will be obtained by the Company.

• Risks Relating to Private Offering and Lack of Liquidity

Forward-Looking Statements. Forward-looking statements prepared by the Company have not been reviewed, analyzed, or otherwise passed upon by the Company’s legal counsel or accounting firm. Such “forward-looking” statements are based on various assumptions of the Company, which assumptions may not prove to be correct. Accordingly, there can be no assurance that such assumptions and statements will accurately predict future events or the Company’s actual performance. In addition, any projections and statements, written or oral, which do not conform to those contained in this Memorandum should be disregarded. No representation or warranty can be given that the estimates, opinions, or assumptions made herein will prove to be accurate. Any projections and forward-looking statements included in this Memorandum and all other materials or documents supplied by the Company should be considered speculative and are qualified in their entirety by the information and risks disclosed in this Memorandum. Actual results for any period may or may not approximate such forward-looking statements. No representations or warranties whatsoever are made by the Company, its affiliates, or any other person or entity as to the future profitability of the Company or the results of making an investment in the Shares.

Offering Not Registered with the U.S. Securities and Exchange Commission or State Securities Authorities. The Offering of the Shares will not be registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act or the securities agency of any state and are being offered in reliance upon an exemption from the registration provisions of the Securities Act and state securities laws applicable only to offers and sales to Eligible Investors meeting the suitability requirements set forth herein.

Private Offering Exemption – Compliance with Requirements. The Shares are being offered and will be sold to Eligible Investors in reliance upon one or more exemptions from registration provided in the Securities Act and state securities laws for private offerings. If the Company should fail to comply with the requirements of such exemptions, the Investors may have the right, if they so desire, to rescind their purchase of the Shares. It is possible that one or more Investors seeking rescission would succeed. If several Investors were successful in seeking rescission, the Company would face severe financial demands that would adversely affect the Company as a whole and, thus, would adversely affect the investment in the Shares by the remaining Investors.

Possible Legislative or Other Developments. All statements contained herein concerning the U.S. federal income tax consequences of an investment in the Company general interpretations and not considered conclusory. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S. Department of Treasury, resulting in revisions of resolutions and revised interpretations of established concepts as well as statutory changes. Therefore, no assurance can be given that the currently anticipated income tax treatment of an investment in the Company will not be modified by legislative, judicial, or administrative changes, possibly with retroactive effect, to the detriment of the Investors. 

Potential IRS Audits. The Company's federal tax returns may be audited by the IRS. Such audit may result in the challenge and disallowance of some of the deductions claimed in such returns. No assurance or warranty of any kind can be made with respect to the deductibility of any such items in the event of either an audit or any litigation resulting from an audit. The Company has not been structured as, nor is it intended to be operated as, a "tax shelter." Tax and audit risks in Canada may be impactful, Canadian Investors are recommended to consult their tax advisors.

Regulatory Risks: Regulations Under the 1940 Act. The Company’s operations are similar to an investment company as defined under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company will not be required to register under the 1940 Act due to an exemption from registration. Accordingly, the provisions and extensive regulations of the 1940 Act, which might otherwise govern the activities of the Company, will not be applicable. The Company has not attempted to advise Eligible Investors with respect to all of the tax and legal risks or consequences of an investment in the Company. Accordingly, Eligible Investors are encouraged to consult with their tax and legal advisors regarding potential tax and legal issues.

Illiquid Investments. Because of the limitations on transfers and withdrawals and the fact that Shares are not tradable, an investment in the Company is relatively illiquid and involves a high degree of risk. A subscription for Shares should be considered only by investors who have the financial capability to maintain their investment and who can afford to lose all or a substantial part of such investment.

No Management Participation. Shareholders do not participate in the management of the Company or in the conduct of its business. Moreover, Shareholders have no right to influence the management of the Company, whether by voting, withdrawing, removing, or replacing the CEO, Directors, or otherwise.

No Public Market. Shares are not listed on a public or private exchange, and they may never be listed. Therefore, there is currently no public market for the Company’s securities and there may never be a public market for them.

No Dividends Planned. The Company does not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on Shares will depend on earnings, financial condition, and other business and economic factors affecting it at such time as the board of directors may consider relevant. The current intention is to apply net earnings, if any, in the foreseeable future to increasing the capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to pay dividends to the holders of Shares, and in any event, a decision to pay dividends is at the sole discretion of the Board of Directors. If dividends are distributed, the Shares may be less valuable because a return on investment will only occur if its share price appreciates.

Dilution. The issuance of additional shares of stock, or options or warrants to purchase those shares, would dilute proportionate ownership and voting rights of current shareholders. The Company is entitled under the Articles of Incorporation to issue up to 800,000,000 shares of stock. It is likely that the Company will be required to issue a large amount of additional securities to raise capital to further the development. It is also likely that the Company will issue a large amount of additional securities to directors, officers, employees, and consultants as compensatory grants in connection with their services, both in the form of stand-alone grants or under the Company’s stock plans. There is no assurance that the Company will not issue additional shares of stock, or options or warrants to purchase those shares, under circumstances the Company may deem appropriate at the time.

Restricted Shares. Given that the Company is not mandated to file reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, holders of restricted shares might be unable to sell their shares on the open market due to potential inapplicability of Rule 144 exemptions.

Stock Option Pool. The Company has established or may establish an employee stock option pool that reserves a portion of authorized shares for issuance to employees, directors, consultants, and other service providers as equity compensation, creating immediate dilution risk for current shareholders as the reserved shares are typically included in fully diluted share calculations even before they are actually granted or exercised. The size of the option pool may need to be increased in future financing rounds or as the Company grows and requires additional personnel, resulting in further dilution to existing shareholders, while the actual dilution impact remains uncertain and will depend on the Company's hiring plans, compensation strategies, and the terms of future equity awards, which are largely within management's discretion. As the Company scales operations and competes for qualified talent in a competitive market, substantial portions of the option pool may be granted to new employees and service providers, potentially resulting in significant dilution that exceeds current shareholder expectations, and if the Company's stock price does not appreciate as anticipated, the effectiveness of stock options as a compensation and retention tool may be diminished, potentially forcing the Company to grant larger numbers of options or provide additional cash compensation, either of which could adversely affect shareholder value. The Company's board of directors has broad discretion in determining the size of the option pool, the timing and terms of grants, and the recipients of equity awards, and such decisions may not align with the interests of existing shareholders.

• Risks Relating to the Industry Generally

Unfavorable Economic Conditions. Results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. An economic downturn defined as a recession lasting for a period of six months or more, or a financial crisis similar in scale and impact to the 2008 global financial crisis, could result in a variety of risks to the business, including the ability to raise additional capital when needed on acceptable terms, if at all. Any of the foregoing could harm the business. It is impossible to anticipate all of the ways in which the economic climate and financial market conditions could adversely affect the business.

Industry Downturn. Business could be adversely affected by a downturn in the financial services industry. The Company is dependent upon the continued demand for the distribution of business and financial information over the Internet, making the business susceptible to a downturn in the financial services industry. For instance, a downturn could lead to reduced demand for the Company’s products, as companies and individuals may cut back on spending in response to economic uncertainty. This downturn could have a material adverse effect on the business, results of operations and financial condition.

Market Enhancements. Future enhancements to the analysis of market and trading information may erode demand for services. As financial information becomes more transparent, future success will depend on the Company’s ability to upgrade software to deliver better products and services than what the customer could get on their own. If the Company is unable to do so, the business, results of operations, and financial condition would be materially adversely affected.

Risk of AI Industry. The Company operates within the rapidly evolving artificial intelligence industry, which presents significant technological, regulatory, and competitive risks that could materially adversely affect business operations, financial condition, and results of operations. The AI industry is characterized by accelerated technological advancement where algorithmic innovations and machine learning methodologies can quickly render existing technologies obsolete, requiring substantial ongoing investment to maintain competitive positioning against well-capitalized technology giants, established financial institutions, and emerging fintech companies with superior resources for AI research and development. Regulatory uncertainty surrounding AI applications in financial markets poses considerable compliance risks as government agencies continue developing oversight frameworks that could restrict deployment capabilities, require costly modifications, or impose operational limitations, while evolving data privacy regulations may limit access to datasets essential for training AI models. The Company's AI-driven market analysis algorithms depend heavily on data quality and may exhibit unpredictable behavior during market conditions that differ from historical training data, potentially causing performance degradation, inaccurate predictions, or algorithmic bias that could damage reputation and lead to customer attrition. Additionally, the Company's dependence on specialized AI talent creates vulnerability to key personnel departures and recruitment difficulties in an extremely competitive market for AI expertise, while increasing pressure for algorithmic transparency and explainability may require revealing proprietary methodologies to competitors or implementing costly compliance measures that could compromise competitive advantages.

Extreme Competition. TA Fintech will be competing in the future against other companies, some of which have longer operating histories, more established products, or greater resources at their disposal which may prevent the Company from achieving increased market penetration and improved operating results.

The financial technology industry is highly competitive, subject to change and significantly affected by new product introductions and other activities of industry participants. Current FinTech competitors have historically dedicated and will continue to dedicate significant resources to promoting their products or developing new products or methods. Other emerging businesses may be in the early stages of developing products and services similar to TA Fintech. While some competitors may currently have advantages in certain areas, the Company is continuously innovating and strategizing to compete effectively and gain market share.

• Risks Related to the Company Generally

Telecommunications Consumer Protection Act (TCPA) Litigation Risk. The Company is currently subject to pending federal litigation under the Telephone Consumer Protection Act (TCPA), including claims that allege violations related to the Company's text messaging and telecommunications practices. These matters involve allegations of statutory violations for communications sent to consumers, including claims that the Company's systems failed to properly process consumer stop requests. The Company faces potential class action exposure. While the Company is defending these matters and exploring various legal strategies including motions to compel arbitration and potential dismissal, there can be no assurance as to the outcome of this litigation. 

Business Projections are Only Projections. The Company cannot guarantee that it will meet its projections due to potential factors such as market volatility, regulatory changes, or competitive pressures. It is uncertain whether the Company will be able to find sufficient demand for its products and services, whether people will consider it a better option than competing products, or whether it will be able to provide the service at a level that allows the Company to make a profit and still attract business.

Difficult Valuation Assessment. The valuation for the offering was established by the Company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess, and investors may risk overpaying for their investment.

Limited Transferability of Securities. Any Shares purchased through this Offering is subject to SEC limitations on transfer. This means that the Shares purchased cannot be resold for a period of one year, except under certain conditions. An investment in this offering could be illiquid for a long time, and investors should be prepared to hold it for several years or longer.

Potential Acquisition. The Company may be acquired by an existing company in the financial technology sector. However, that may never happen, or it may happen at a price that results in a loss on this investment.

Insufficient Capital and Additional Fundraising. The Company may not have enough capital as needed and may be required to raise more capital. Management anticipates needing access to credit in order to support working capital requirements as the Company grows. If the Company cannot obtain credit when needed, it could be forced to raise additional equity capital, modify growth plans, or take some other action. Issuing more equity may require bringing on additional investors, which could result in dilution and decreased ownership percentage for existing investors.

Terms of Subsequent Financings. The Company will likely need to engage in other equity, debt, or preferred stock financings in the future, which may reduce the value of an investment in this Offering. Interest on debt securities could increase costs and negatively impact operating results. Preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holders of Common Stock. In addition, if the Company needs to raise more equity capital from the sale of Common Stock, institutional or other investors may negotiate terms that are likely to be more favorable than the terms of the investment in this Offering, and possibly a lower purchase price per share.

Forward-Looking Information. Any projections or forward-looking statements regarding anticipated financial or operational performance are hypothetical and are based on management's best estimate of the probable results of operations and have not been audited or verified by the Company's independent accountants. These projections will be based on assumptions which management believes are reasonable. Some assumptions invariably will not materialize due to unanticipated events and circumstances beyond management's control. Therefore, actual results of operations will vary from such projections, and such variances may be material. Any projected results cannot be guaranteed.

Products in Prototype Phase. Some of the Company’s products are still in the prototype phase and might never become operational products. While there is a risk that some products may not become operational or be used, the Company is committed to diligent research, development, and adaptation. It is possible that the failure to release the product is the result of a change in business model upon the Company’s making a determination that the business model, or some other factor, will not be in the best interest of the Company and its stockholders.

Minority Holder; Securities with Voting Rights. The security type that an investor is buying has voting rights attached to them. However, investors will be part of the minority shareholders of the Company and have agreed to appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the voting proxy. Investors are trusting in management discretion in making good business decisions. Even if investors in this Offering were to receive control of their voting rights, as minority holders, they will have limited rights in regard to the corporate actions of the company, including additional issuances of securities, company repurchases of securities, a sale of the company or its significant assets, or company transactions with related parties.

Rolling Closings. This offering involves “rolling closings,” which may mean that earlier investors may not have the benefit of information that later investors have. All early-stage companies are subject to a number of risks and uncertainties, and it is not uncommon for material changes to be made to the offering terms, or to companies’ businesses, plans or prospects, sometimes on short notice. If such changes happen during the course of this Offering, this Offering Memorandum will be amended. Investors whose subscriptions have already been accepted will be notified of any changes and will have the right to reconsider their investment in light of the new terms.

New Product Sales Projections. Growth projections are based on an assumption that with an increased advertising and marketing budget, the Company’s products will be able to gain traction in the marketplace at a faster rate than current products have. It is possible that new products will fail to gain market acceptance for any number of reasons. If the new products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of the investment.

Absence of Professional Opinion. There have been no professional opinions concerning the value of the Shares, the value of the assets of the Company, the net worth of the Company, the projected financial information or other matters related to this Offering.

Difficulties in Capital Raising. We may have difficulty raising needed capital in the future as a result of, among other factors, our revenues from sales, as well as the inherent business risks associated with our Company 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.

Third Party vendors. The Company relies on external service providers to fulfill contractual commitments to clients and maintain operational functions. The Company's capacity to satisfy client obligations could be negatively impacted should these suppliers fail to deliver contracted services that meet client specifications within required timeframes and at reasonable costs. Similarly, service quality may suffer when organizations handling delegated responsibilities fail to perform according to the Company's standards and client expectations. These external providers may struggle to rapidly restore operations following natural catastrophes and other uncontrollable circumstances, and they face additional vulnerabilities including financial difficulties that could constrain their operational capabilities. Such adverse consequences present heightened risks in situations where the Company depends on a limited number of suppliers - typically one or two - for specific service categories.

Intellectual Property. The Company's intellectual property portfolio consists primarily of unregistered trade secrets that may lack sufficient breadth or fail to provide meaningful competitive advantages. Additionally, protective measures taken to safeguard and maintain these intellectual assets may prove insufficient to prevent challenges, invalidation, circumvention, or design-around strategies, particularly in jurisdictions where intellectual property protections are underdeveloped or weakly enforced. In certain situations, enforcement options may be unavailable due to infringers holding dominant intellectual property positions, business considerations, or mandatory licensing requirements imposed by various countries. The Company's inability to secure or preserve intellectual property rights that confer competitive benefits, or failure to adequately safeguard proprietary assets or detect unauthorized usage, could negatively impact market position and operational results.. Legal proceedings could be expensive, time-consuming, and divert management focus from core business activities. No assurance exists that the Company will prevail in potential litigation or that any damages or remedies awarded would provide commercial value.

Proprietary Technology. Inadequate protection of proprietary rating algorithms and other exclusive technologies could compromise competitive positioning. Should the Company fail to sufficiently safeguard proprietary rights in rating algorithms and related technologies, market position may suffer, resulting in asset loss, reduced revenue, and expensive litigation. Business success partially depends on protecting proprietary technology, including rating algorithms.

Data Liability.  The Company faces potential liability related to information and data collection and distribution through its products. Legal exposure may arise from information gathered and distributed or from reports and documents generated by software products. Claims may include securities law violations, defamation (libel and slander), negligence, or other allegations related to published information, including research, rankings, and ratings. For instance, investors might pursue legal action based on published information containing errors, or companies may claim defamatory statements about them or their employees. Despite website disclaimers stating that published information serves informational purposes only and that qualitative and quantitative ratings should not be considered investment recommendations, subscribers may still pursue claims for losses potentially connected to Company products under various legal theories, including securities law violations. Additional exposure may arise from content accessible through website links to external sites. The Company relies on various third-party sources for incorporated data, creating potential liability for inaccurate information provided by external parties in addition to direct errors. Any claims, regardless of merit, could result in substantial costs and divert management attention and resources, potentially harming business operations, financial condition, and operating results while damaging reputation and brand. Adverse legal proceedings could involve substantial monetary awards. Should legal proceedings result in unfavorable determinations or settlement arrangements, the Company could face monetary damages or operational restrictions, adversely affecting business, financial condition, and operating results.

Strategic Partnerships.  Company growth depends partially on establishing strategic partnerships with financial services institutions and other financial professionals. Growth strategy includes forming partnerships or arrangements with financial services institutions and professionals to make products available to their customers. Establishing strategic partner relationships with financial services institutions requires extensive sales efforts with unpredictable relationship development outcomes. The Company's limited size and brief operating history may impede these organizations from entering agreements. Competition for strategic partnerships with financial services institutions exists, and these organizations may prefer competitors' products or services over the Company's platform. Furthermore, targeted financial services institutions possess significantly greater resources and could develop competing solutions directly. Certain financial services institutions may choose to focus on alternative market segments. Failure to establish strategic partner relationships could limit subscriber growth below expectations or prevent growth entirely, potentially harming business operations and results.

Operating History. The company has limited operating history upon which investors can evaluate performance. The company is still in an early phase and just beginning to implement its business plan. There can be no assurance that the company will ever operate profitably. The likelihood of success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies.

Capital Requirements. The amount of capital the company is attempting to raise in this offering may not be enough to sustain the company's current business plan. In order to achieve near and long-term goals, the company may need to procure funds in addition to the amount raised. There is no guarantee the company will be able to raise such funds on acceptable terms or at all.

Fundraising Challenges. The company may face potential difficulties in obtaining capital. The company may have difficulty raising needed capital in the future as a result of revenues from sales, as well as the inherent business risks associated with the company and present and future market conditions.

Business Expansion. The company may implement new lines of business or offer new products and services within existing lines of business. As an early-stage company, the company 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.

Vendor Dependencies. The company relies on other companies to provide services for its products. The company depends on third party vendors to meet contractual obligations to customers and conduct operations. The company's ability to meet obligations to 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.

Service Interruptions. Service interruptions or delays in providing services could cause the company's business to suffer. Interruptions or delays in the services provided by internet service providers could impair the delivery of the company's products and the business could suffer.

Key Personnel. The company's success depends on the experience and skill of its executive officers and key personnel. The company is dependent on executive officers and key personnel. These persons may not devote their full time and attention to the matters of the company. The company does not have any key person life insurance policies on any such people.

Talent Acquisition. In order for the company 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 the company's success. The company faces intense competition for personnel, making recruitment time-consuming and expensive.

Product Development. The company needs to rapidly and successfully develop and introduce new products and services in a competitive, demanding and rapidly changing environment. To succeed in the intensely competitive industry, the company must continually improve, refresh and expand product and service offerings. The development and commercialization of the company's products and services is highly competitive.

Customer Acquisition. The company needs to attract new subscribers for its products. If the company is unable to attract new subscribers or convert free tier subscribers into paying subscribers, revenue growth and operating results will be adversely affected.

Customer Retention. The company needs to retain its current subscribers. If the company is unable to retain current subscribers or sell paid tier products to them, revenue growth will be adversely affected.

Scalability Issues. The company may not be able to scale its business quickly enough to match the growth of its subscriber base, and if the company is not able to scale efficiently, operating results could be harmed.

Marketing Effectiveness. Failure to effectively develop and expand sales and marketing capabilities could harm the company's ability to increase its customer base and achieve broader market acceptance of products.

Reputation Risk. Damage to the company's reputation could negatively impact business, financial condition and results of operations. The company's reputation and the quality of its brand are critical to business and success in existing markets, and will be critical to success as the company enters new markets.

Cybersecurity Threats. The company's business could be negatively impacted by cyber security threats, attacks and other disruptions. The company may face advanced and persistent attacks on information infrastructure where it manages and stores various proprietary information and sensitive/confidential data relating to operations.

Data Breaches. Security breaches of confidential customer information, in connection with electronic processing of credit and debit card transactions, or confidential employee information may adversely affect the company's business.

Privacy Regulation. The use of individually identifiable data by the company's business, business associates and third parties is regulated at the state, federal and international levels. The regulation of individual data is changing rapidly, and in unpredictable ways.

Financial Controls. The company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies. The company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002.

Regulatory Compliance. The company operates in a regulated environment, and if found to be in violation of any of the federal, state, or local laws or regulations applicable, the business could suffer.

Legal Changes. Changes in federal, state or local laws and government regulation could adversely impact the company's business. The company is subject to legislation and regulation at the federal, state and local levels.

Employment Law. Changes in employment laws or regulation could harm the company's performance. Various federal and state labor laws govern the company's relationship with employees and affect operating costs.

State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities. The Company has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Company may have violated state or federal securities laws, any such violation could result in the Company being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Company would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Company will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Company violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Company which, among other things, could result in the Company having to pay substantial fines and be prohibited from selling securities in the future.

• Risks Related to your Securities

Total Loss. An investment in the company's securities could result in a loss of an investor's entire investment. An investment in the company's securities offered in this offering involves a high degree of risk and investors should not purchase the securities if they cannot afford the loss of their entire investment. Investors may not be able to liquidate their investment for any reason in the near future.

Trading Restrictions. The securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the securities may be tradable under federal securities law, state securities regulations may apply, and each investor should consult with their attorney. Investors should be aware of the long-term nature of this investment. There is not now and may never be a public market for the securities.

No Protections. The securities in this offering have no protective provisions. As such, investors will not be afforded protection, by any provision of the securities or as a shareholder, in the event of a transaction that may adversely affect them, including a reorganization, restructuring, merger or other similar transaction involving the company. If there is a liquidation event, or change of control for the company, the securities being offered do not provide investors with any protection.

Information Access. Investors will not be entitled to any inspection or information rights other than those required by law. Investors will not have the right to inspect the books and records of the company or to receive financial or other information from the company, other than as required by law. Other security holders of the company may have such rights.

Arbitrary Pricing. The company's valuation and offering price have been established internally and are difficult to assess. The offering price was not established in a competitive market. The company has 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 the company's asset value, net worth, revenues or other established criteria of value. The company has set the price of its Common Stock at $6 per share. Valuations for companies at this stage are generally purely speculative. The company's valuation has not been validated by any independent third party and may decrease precipitously in the future.

No Return Guarantee. There is no guarantee of a return on an investor's investment. There is no assurance that an investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

Important Disclosures

The Company will provide this Memorandum to each prospective subscriber and his/her subscriber representative, if any. Each prospective subscriber and his/her subscriber representative shall have the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and any other information deemed necessary to verify the accuracy of the information contained in this Memorandum. Each prospective subscriber and subscriber representative shall have access to all documents, records and books of the Company which pertain to this Offering upon reasonable notice at the office of the Company.  The Company will respond with any additional information necessary and not of a proprietary nature to verify the accuracy of the information set forth in this Memorandum, to the extent that it possesses such information or can acquire it without incurring excessive effort or expense.  Inquiries should be directed to invest@tradealgo.com.

By specifically furnishing you with the information herein, the Company does not seek to imply that such information alone reflects a complete disclosure. As noted above, copies of the Constituent Documents of the Company are available for review to assist Eligible Investors in understanding the nature and limitations placed on investments in the Shares. Recognizing your knowledge and experience in financial and business matters, it is our understanding that you are fully capable of evaluating the merits and risks of your investment in the Company.

• SEC Investigation

The Company is currently under SEC investigation. The Company is currently subject to an investigation by the U.S. Securities and Exchange Commission (the "SEC"). The Company is cooperating fully with the SEC in connection with this investigation. The Company will continue to monitor developments in this investigation. Prospective investors should consider this ongoing investigation as a significant risk factor when evaluating an investment in the Company.

The investigation process itself imposes substantial costs, including legal fees, compliance expenses, and management time diverted from business operations, which could strain the Company's financial resources and operational efficiency. This diversion of executive attention from core business activities to legal matters can significantly impact day-to-day operations and strategic planning.

The uncertainty surrounding the investigation may damage the Company's reputation and credibility with customers, partners, and potential investors, potentially leading to loss of business relationships and difficulty in raising future capital. This can result in customer churn or reluctance to engage, difficulty securing new partnerships, challenges in vendor relationships, and problems attracting and retaining talent.

The ongoing SEC investigation presents significant risks that could materially adversely affect the Company's business, financial condition, and prospects. Specifically, companies under investigation typically face limited access to capital markets, higher cost of capital if funding is available, investor reluctance to participate in future offerings, and potential covenant violations with existing lenders.

The investigation likely requires the company to implement enhanced compliance procedures, dedicate additional resources to document preservation and production, engage in extensive legal discovery processes, and potentially restrict certain business activities pending resolution.

The outcome and timing of the investigation remain uncertain, and there can be no assurance that the matter will be resolved favorably or without material adverse consequences to the Company and its shareholders. This uncertainty makes it difficult to make long-term strategic decisions, plan capital expenditures, commit to major business initiatives, and provide reliable guidance to stakeholders. These operational challenges are compounded by the fact that if the SEC determines that the Company has violated federal securities laws, such findings could trigger additional regulatory scrutiny, shareholder lawsuits, or criminal referrals, further compounding the Company's legal and financial exposure.

• Certain Income Tax Consequences

The federal income tax aspects of investing in the company may vary depending on each investors individual circumstances. Accordingly, eligible investors should seek advice based on their particular circumstances from an independent tax advisor with respect to the tax consequences of an investment in the company

• Special Notice to Foreign Investors

If you live outside of the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the securities, including obtaining required governmental or other consents or observing any other required legal or other formalities. The company reserves the right to deny the purchase of the securities by any foreign investor.

• Certain Legal Matters

Allen & Thomas, LLP acts as the Company’s legal counsel and does not represent the interests of investors. Investors who need legal guidance should seek their own independent legal counsel.

In creating this Memorandum, legal counsel has relied on information and assurances provided by the Company’s officers about the Company, its directors, officers, shareholders, and related affiliates. Counsel does not provide any opinion about the truth or accuracy of the facts within this Memorandum. Prospective investors are encouraged to consult with their own advisors about investing and to perform any research or investigations they find necessary to confirm the accuracy of the statements and information contained herein.

EXHIBIT A

AUDITED AND UNAUDITED FINANCIAL STATEMENTS

SUBSCRIPTION AGREEMENT

PROXY AGREEMENT

Provided under separate cover.

Voting Proxy Agreement

This Voting Proxy Agreement (“Agreement”) is made and entered into as of _________________, by and between TA Fintech Inc. (the “Company”), and the undersigned shareholder (“Shareholder”).

• Grant of Proxy

The Shareholder hereby irrevocably appoints the Chief Executive Officer (“CEO”) of TA Fintech Inc., and any successor thereto, as the Shareholder’s proxy and attorney-in-fact (“Proxy Holder”), with full power of substitution, to vote all of the shares of Common Stock of the Company now or hereafter owned or held by the Shareholder, on all matters on which shareholders are entitled to vote, including but not limited to the election of directors and other corporate actions submitted to a vote of the shareholders. This proxy is irrevocable to the fullest extent permitted by Section 212(e) of the Delaware General Corporation Law.

• Scope and Duration

This proxy is coupled with an interest sufficient to support an irrevocable proxy under Section 212(e) of the Delaware General Corporation Law and is granted pursuant to the terms of the Company’s Subscription Agreement and Stockholders Agreement, which agreements are incorporated herein by reference. It shall be irrevocable and remain in effect until the earliest of:

• The closing of a firm-commitment underwritten public offering of the Company’s Common Stock under an effective registration statement under the Securities Act of 1933, as amended;
• The effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Shares;
• The consummation of a merger, consolidation, or sale of all or substantially all of the assets of the Company, or any other transaction resulting in the transfer of more than fifty percent (50%) of the voting power of the Company's outstanding capital stock;
• The dissolution or liquidation of the Company; or
• Written consent of the Proxy Holder to termination of this proxy.

• Shareholder Representations

The Shareholder agrees and acknowledges:

• The Shareholder has received and reviewed the Company’s Offering and understands the rights and restrictions described therein.
• The Shareholder shall not revoke, modify, or terminate this proxy except as provided above.
• The Shareholder confers full discretionary power to the Proxy Holder to vote in accordance with the Proxy Holder's best judgment in the interests of the Company, provided such voting complies with applicable law and the governing documents of the Company, including the Company's Certificate of Incorporation and Bylaws. 

The Proxy Holder shall have no liability to the Shareholder for any vote cast in good faith in accordance with this Agreement, except for gross negligence, willful misconduct, or fraud. The Shareholder agrees to indemnify and hold harmless the Proxy Holder from any claims, damages, or expenses arising from the exercise of the proxy, except where the Proxy Holder has engaged in gross negligence, willful misconduct, or fraud.

• Binding Effect

This Agreement shall be binding upon and enforceable by the parties hereto and their respective heirs, legal representatives, administrators, successors, and permitted assigns. The Shareholder may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.

• Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflicts of laws principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or if jurisdiction is vested exclusively in federal courts, the United States District Court for the District of Delaware) for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such courts, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper.

Subscription Agreement

THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of ______________________ (the "Effective Date") by and between TA Fintech Inc., a Delaware corporation (the "Company"), and the undersigned investor (the "Subscriber" or “Investor”).

WHEREAS, the Company is offering up to 20,000,000 shares of Common stock (the "Shares") for sale to accredited investors pursuant to a private placement memorandum (the "Memorandum") and this Agreement;

WHEREAS, the Subscriber desires to subscribe for and purchase a certain number of Shares as set forth below, subject to the terms and conditions set forth herein and in the Memorandum;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

• Subscription and Purchase of Shares

Subscription

The Subscriber hereby subscribes for and agrees to purchase from the Company the number of Shares set forth below, at the purchase price of $6.00 per Share:

Number of Shares: _____________

Purchase Price: $_______________

Payment

The Subscriber shall deliver to the Company, simultaneously with the execution of this Agreement, a wire transfer made payable to the Company in an amount equal to One Hundred Percent (100%) of the total purchase price of the subscribed Shares.

• Subscriber Accredited Investor Confirmation 

Accredited Investor

The Subscriber represents and warrants that they are an accredited investor as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and meets the investor suitability requirements set forth in the Private Placement Memorandum.

• Acceptance and Rejection of Subscription

Acceptance

The Company shall have the right, in its sole discretion, to accept or reject this subscription in whole or in part. The Company's acceptance of this subscription shall be evidenced by the countersignature of the CEO.

Rejection

In the event the Company rejects this subscription, in whole or in part, within ten (10) days of receipt, the Company shall promptly return all amounts deposited by the Subscriber, without reduction, to the Escrow Agent for return to the Subscriber.

• Subscriber Representations and Warranties

Subscriber acknowledges, represents, and warrants to the Company as follows:

1. I have received and carefully reviewed the Company's Private Placement Memorandum, including all exhibits and attachments thereto, and I fully understand the terms and conditions of the offering of the Shares as set forth therein. By executing this Subscription Agreement, I hereby acknowledge, agree to, and accept all terms, conditions, provisions, and disclosures contained in the Private Placement Memorandum, and I agree to be bound by such terms as if they were fully set forth in this Subscription Agreement. I acknowledge that the Private Placement Memorandum forms an integral part of this investment and that my representations and warranties herein are made in reliance upon the information provided in the Private Placement Memorandum.
2. The Subscriber represents and warrants that the execution, delivery, and performance of this Agreement by the Subscriber do not and will not violate any applicable laws, regulations, or agreements to which the Subscriber is a party.
3. I am aware that there is no assurance as to the future performance of the Company. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Shares in the Company, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
4. I am purchasing the Shares for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Interests, nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Shares have not been registered, reviewed or passed upon under the Securities Act or under the securities laws of any state or with any securities administrator. Therefore, the Shares cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Shares. It is not anticipated that there will be any market for the Shares.
5. I am aware that my investment involves risk and I have reviewed and evaluated the Risk Factors section of the Company’s Private Placement Memorandum. I have been advised to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment and I have done so. I believe that the investment in the Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
6. I am not a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"); I am not and have not, for a period of twelve (12) months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of FINRA; and I do not own any stock or other interest in any member of the FINRA (other than interests acquired in open market purchases).
7. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information, and I have either met with or been given reasonable opportunity to meet with the managers of the Company for the purpose of asking questions of, and receiving answers from, such individuals concerning the terms and conditions of the offering of the Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative or broker as defined in Regulation D promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks. I have relied solely upon my own investigation in making a decision to invest in the Company. I have received no representation or warranty from the Company or any of its officers, directors, employees, managers or agents in respect of my investment in the Company, and I have received no information (written or otherwise) from them relating to the Company or its business. I am not participating in the offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
8. I am an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. I can bear the entire economic risk of the investment in the Shares for an indefinite period of time and I am knowledgeable about and experienced in investments in the securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
9. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. If the investor is a corporation formed for the sole purpose of this investment, I warrant that all interest holders therein are “accredited members” individually or, if not, those who are not, are listed in an attachment hereto.
10. The information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing, I will furnish such revised or corrected information to the Company.
11. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and all agreements made in connection herewith shall survive my death or disability.

• Miscellaneous

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

Entire Agreement

This Agreement, together with the Memorandum, constitutes the entire agreement between the parties hereto and supersedes all prior oral or written agreements, understandings, or representations.

IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the Effective Date.