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This email is sent by Capitalis Group, Inc.. - Capitalis Group, Inc.. is not a funding portal, broker/dealer or investment adviser. The offering proposed will not be a Reg CF offering.
This message is intended only for the personal and confidential use of the designated recipient(s) named above. If you are not the intended recipient of this message you are hereby notified that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as an offer to sell or as a solicitation of an offer to buy any financial product, an official confirmation of any transaction, or as an official statement of any affiliated entities or individuals of TruCrowd Inc., Capitalis Group, Inc., including its officers, directors, affiliates and clients (the “parties”). The Parties do not assist issuers in structuring prospective securities transactions or help issuers to identify potential purchasers of
securities; participate in the negotiating process or otherwise bringing buyers and sellers of securities together except as allowed by law; or receive compensation contingent on the success of a securities transaction or based on the amount or value of a securities transaction. All individuals need to consult their own advisors and make their own decisions as to any contemplated transactions or agreements. Email transmission cannot be guaranteed to be secure or error-free. Therefore, we do not represent that this information is complete or accurate and it should not be relied upon as such. All information is subject to change without notice. This is not a private email and could be subject to review by the Partie’s management. The use of the words "I", "we", "us" refer to the Parties collectively or individually.
The Parties’ and its representatives may, from time to time, make written or verbal forward-looking statements. Those statements relate to developments, results, conditions or other events the Parties’ expects or anticipates will occur in the future. The Parties’ intends words such as “believes,” “anticipates,” “ plans,” “expects” and similar expressions to identify forward-looking statements. Without limiting the foregoing, those statements may relate to future revenues, earnings, store openings, market conditions, new strategies and the competitive environment. Forward-looking statements are based on management’s then current views and assumptions and, as a result, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Any such
forward-looking statements are qualified by the following important risk factors that could cause actual results to differ materially from those predicted by the forward-looking statements.
Any offering made under 506c is for Accredited Investors and certain financial institutions (“Investors”) only pursuant to exemptions from registration provided by Section 4(a)(2) of the Act. Specifically, the offerings will rely on Rule 506(c) or 506(b) of Regulation D promulgated under the Act, and exemptions available under applicable state securities laws. Persons desiring to invest will be required to make certain representations and warranties regarding their financial condition. Such representations include, but are not limited to, certification that such person is an accredited investor, as defined in Rule 501 of the Act. A request that Investors provide documentation supporting their representations regarding accredited investor status. Investors must be prepared to provide supporting documentation
sufficient for the Parties to reasonably believe that the Investor is an accredited investor. This may include personal financial information, such as tax returns or pay stubs and the Parties takes every reasonable step to verify your accredited investor status. The Parties also reserves the right to reject any subscription in whole or in part at each of our discretion.
The information in these Documents, does not purport to be comprehensive, has been provided by the Parties and has not been independently verified. While this information has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Parties, or by any of their respective officers, employees or agents in relation to the accuracy or completeness of the Documents or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of any future projections, management estimates, prospects or
returns contained in the Documents or in such other written or oral information.
The Documents also rely on and reference information regarding the markets in which the Parties intends to operate and compete. This information has been obtained from various third-party sources, including providers of industry data, discussions with contacts and the Parties’ own estimates. Whilst the Parties believes that industry publications, surveys and forecasts are reliable, they have not been independently verified, and no representation or warranty is made as to the accuracy or completeness of such information in the Documents.
Additionally, industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and in some instances state that they do not assume liability for such information. The Parties cannot assure you of the accuracy and completeness of such information as such information has not been independently verified. In addition, in many cases, statements in the Documents are made regarding the markets and intended position in the markets of the Parties based solely on the Parties’s experience, views, and its own investigation of market conditions. No assurance is given that any of these assumptions are accurate or correctly reflect what the Parties’s position in
the industry will be, and none of such internal surveys or information has been verified by any independent sources. No representation or warranty is made as to the accuracy or completeness of this information.
Any prospective purchaser of shares in the Parties shall be required to acknowledge in the sale and purchase agreement for shares in the Parties that it has not relied on or been induced to enter into such an agreement by any representation or warranty, save as expressly set out in such agreement.
The Documents will be delivered to selected parties for information only and on the express understanding that they shall use it only for the purpose set out above. The Parties gives no undertaking to provide the recipient with access to any additional information or to update or provide any additional information, or to correct any inaccuracies in it which may become apparent, and it reserves the right, without giving reasons, at any time and in any respect, to amend or terminate the procedure for the sale of the Parties’s shares or to terminate negotiations with any prospective purchaser.
The availability of the Documents shall not be deemed to be any form of commitment on the part of the Parties to proceed with any transaction.
The information contained in the Documents is confidential and the property of the Parties, which reserves the right to require the return of the Documents (together with any copies or extracts thereof) at any time. By acceptance hereof, you agree that neither you nor any of your agents, representatives, directors or employees will copy, reproduce or distribute to others these Documents, in whole or in part, at any time without the prior written consent of the Parties and the Documents and any further confidential information made available to you will be held in complete confidence.
Any recipient of the Documents in jurisdictions outside the US should inform themselves about and observe any applicable legal requirements. The Documents do not constitute an offer to sell or an invitation to purchase securities in the Parties in any jurisdiction.
Prospective investors should not view the contents of the Documents as legal, tax or investment advice. Each investor, and in particular investors without professional experience of investing in public companies, should consult his or her own lawyer, accountant or financial advisor as to legal, tax and related matters concerning an investment in the Parties. The Documents shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation. By accepting these Documents, the recipient agrees to be bound by the foregoing limitations.
Reference is hereby made to following SEC link which serves to explain that under the Securities Act of 1933, a Parties that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a Parties may sell its securities to what are known as “accredited investors. http://www.sec.gov/answers/accred.htm Under the
Securities Act of 1933, a Parties that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a Parties may sell its securities to what are known as “accredited investors.” To learn more and to find out if you qualify as an Accredited Investor, click here: https://www.sec.gov/files/review-definition-of-accredited-investor-12-18-2015.pdf
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