Offering Disclaimer

This notice should not be construed as investment advice or any recommendation as to an investment or other strategy by Republic Core LLC (“Republic Core”) or Republic Crypto LLC d/b/a Republic Advisory Services (“Republic Advisory Services”) or any of their affiliates. Republic Core is being compensated $250,000 in cash and Republic Advisory Services is being compensated $250,000 worth of tokens, or 500,000 tokens (calculated at a price of $0.50 per token). Neither Republic Core nor Republic Advisory Services nor any of their affiliates has independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by Phi Ventures Limited and Ohm Ventures Foundation. This web page may contain external links to third-party content (content hosted on sites unaffiliated with Republic Core or Republic Advisory Services), and neither Republic Core nor Republic Advisory Services nor any of their affiliates makes any representations whatsoever regarding any third-party content/sites that may be accessible directly or indirectly from this post. Linking to any such third-party sites in no way implies or constitutes an endorsement or affiliation of any kind between Republic Core or Republic Advisory Services (or any of its affiliates) and any third-party. Republic Core and Republic Advisory Services are subsidiaries within a family of companies owned by OpenDeal Inc. (together sometimes referred to as "Republic"). Republic and its affiliates do not provide tax, accounting or legal advice — all recipients are advised to consult with their own advisers.

THIS OFFERING IS CONDUCTED PURSUANT TO RULE 506(C) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND IS LIMITED SOLELY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT.  ONLY PERSONS OF ADEQUATE FINANCIAL MEANS WHO HAVE NO NEED FOR PRESENT LIQUIDITY WITH RESPECT TO THIS INVESTMENT SHOULD CONSIDER PURCHASING THE RATIO TOKENS OFFERED HEREBY BECAUSE: (I) AN INVESTMENT IN THE RATIO TOKENS INVOLVES A NUMBER OF SIGNIFICANT RISKS (SEE “RISK FACTORS” BELOW); AND (II) NO MARKET FOR THE RATIO TOKENS CURRENTLY EXISTS, AND EVEN IF ONE WERE TO DEVELOP, THE RATIO TOKENS OFFERED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS AS DESCRIBED HEREIN.  THIS OFFERING IS INTENDED TO BE AN OFFERING THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

This Offering is limited solely to Purchasers who are “accredited investors” as defined in Regulation D. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are an accredited investor and must have provided a third-party certification attesting to such status as required by Rule 506(c). You must also represent in writing that you are (i) purchasing the SAFTs for your own account and not for the account of others and not with a view of reselling or distributing the Ratio Tokens, (ii) not domiciled or a citizen of a country in which cryptocurrency offerings are illegal, and (iii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country. 

In order to qualify as an “accredited investor,” a potential Purchaser must meet one of the following conditions of the date on which the SAFT is executed and as of the date of the purchase:

(i) individual – Income Test.  An individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;

(ii) Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual's primary residence) ;

(iii) IRA or Revocable Company.  An Individual Retirement Account (“IRA”) or revocable Company and the individual who established the IRA or each grantor of the Company is an accredited investor on the basis of (i) or (ii) above;

(iv) Self-Directed Pension Plan.  A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Partnership;

(v) Other Pension Plan. A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

(vi) Irrevocable Company.  An irrevocable Company which consists of a single Company (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Partnership, and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

(vii) Corporations and Other Entities in General.  A corporation, partnership, limited liability Company or Massachusetts or similar business Company, that was not formed for the specific purpose of acquiring an interest in the Partnership, and which has total assets in excess of $5,000,000; or

(viii) Entity Owned by Accredited Investors. An entity in which all of the equity owners are accredited investors. Neither Republic Core LLC nor Republic Crypto LLC d/b/a Republic Advisory Services (“Republic Advisory Services”)  nor any of their affiliates has independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by the Company.