This Pre-IPO Risk Disclosure Statement (“Statement”) is designed to inform users about the risks tied to Pre-IPO Tokens, assisting users in evaluating their personal risk tolerance. Before engaging in Pre-IPO Tokens, investors are strongly encouraged to consult independent professionals or seek legal advice.

The information presented in this Statement is not exhaustive and does not reflect all of the risks (or other important factors) you should consider before engaging with Pre-IPO Tokens. You must make your own decision whether to access or use this service and should seek any advice that you consider necessary or desirable from independent advisers.

By accessing, registering, or utilizing any part of BloFin.com (“BloFin”) and its services (“Services”), you confirm that, after obtaining independent professional guidance, you have fully read, comprehended, and accepted all risks associated with trading Pre-IPO Tokens.

Terms referenced here carry the same definitions and interpretations as outlined in the BloFin Terms of Use and BloFin Pre-IPO Launchpad Agreement.

PARTICIPATING IN THE TRADING OR INVESTMENT OF PRE-IPO TOKENS COULD RESULT IN THE COMPLETE LOSS OF YOUR FUNDS, ASSETS, OR POSITIONS, WITH NO GUARANTEE OF RECOVERY OR COMPENSATION.

BLOFIN IS NOT REGISTERED AS, NOR PURPORTS TO ACT AS, A BROKER-DEALER, EXCHANGE OPERATOR, TRANSFER AGENT, CUSTODIAN, OR SIMILAR REGULATED ENTITY IN ANY JURISDICTION. THE TOKENS OR PRODUCTS MADE AVAILABLE THROUGH THIS PLATFORM ARE NOT OFFERED AS SECURITIES.

THE PRE-IPO TOKENS HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES OR FINANCIAL INSTRUMENT LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD IN THE US OR TO US PERSONS UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. ALL BLOCKCHAIN TRANSFERS VIA THE BLOFIN PLATFORM ARE SECONDARY TRANSFERS EFFECTED OUTSIDE THE UNITED STATES AND ARE NOT PRIMARY OFFERINGS TO U.S. PERSONS.

Pre-IPO Tokens (“Tokens” or “tokens”) are bearer digital tokens that reference economic exposure to designated pre-IPO companies and confer no equity, voting, dividend, redemption, proprietary, or other legal rights. Pre-IPO Tokens are not direct equity ownership. PRE-IPO TOKENS AVAILABLE ON BLOFIN ARE MADE AVAILABLE AND PROVIDED THROUGH A SEAMLESS INTEGRATION WITH A THIRD-PARTY ASSET PROVIDER, REALTA. BloFin makes no guarantees as to the issuance, collateralization, redemption, delivery or fair pricing of any Pre-IPO Tokens. The mechanics of token issuance and redemption relating to Pre-IPO Tokens are outside BloFin’s control. Users must independently assess the credibility and risks of the underlying mechanisms. 

Pre-IPO Tokens of a non-public company are, in general, highly speculative and should be undertaken only by persons who are financially able to bear the loss of their entire assets. Such assets involve various risks relating to the nature of the financing and potentially the state and federal legalities surrounding the underlying companies, the nature and stage of development of the business of the underlying companies, and the business sector in which it operates. The underlying companies are also NOT guaranteed to undergo an initial public offering (“IPO”) in any jurisdiction.

Profits are not guaranteed; past performance does not predict future results; forward-looking statements are uncertain; tokens may become worthless; and secondary-market liquidity is not guaranteed. Your acquisition, holding, staking, wrapping, unwrapping, transfer, sale, disposal, redemption, or other interaction with tokens is entirely at your own risk.

The listing below is not meant to be an all-inclusive description of such risks, but rather highlights some of the more significant factors and special risks relating to offerings of the Pre-IPO Tokens and should be used as guidance only.

For a description of the business, operations, and financial condition of an underlying company, and the particular risks arising from purchasing Tokens, you should obtain and carefully read the available offering materials provided by such underlying companies.

In considering the purchase of Tokens, you must perform your own evaluation of such a purchase is consistent with your objectives, risk tolerance, and financial situation. There are a variety of risk factors typically associated with purchasing and holding of Tokens, any one of which may have a material and adverse effect on the price of such Tokens. Prospective purchasers should consider the following factors, among others, before deciding to purchase Tokens, and should consult with their own legal, tax and financial advisors with respect to these matters.

a. Lack of Operating History. The underlying companies may be in the early stages of development with a history of little or no revenues and may have historically operated at a loss before, during, and may continue to, following the offering of Pre-IPO Tokens.

b. No Prior Market for the Tokens; Determination of Offering Price. For the Tokens of non-publicly traded underlying companies, there is no or only a very limited secondary trading market, and it is unlikely that an active secondary trading market will develop or be sustained following a privately placed offering of such Tokens. There is no assurance that you will be able to sell the Tokens at a particular time or that the price received upon any sale will be favorable. Pre-IPO Tokens referenced to private companies have not been registered under the Securities Act or under the Securities laws of any State of the United States or any other jurisdiction, including outside the United States. Therefore, Tokens purchased in these unregistered offerings may not be offered, resold, pledged or otherwise transferred, including without limitation in the United States or to U.S. persons. The Tokens are inherently illiquid and there is no guarantee that a market will be available for them. Each Tokens carries its own specific risks and there is often limited or incomplete information available to evaluate such risks.

c. Arbitrarily Determined Offering Price. The offering price of Tokens may be determined by the price per share of the referenced company, but may also trade at prices that differ significantly from the price per share in other secondary markets. The offering price may not bear a relationship to the amount of earnings anticipated to be generated by the underlying companies, the assets of the underlying companies, book value, or other recognized criteria of value, and should not be regarded as an objective valuation or an indication of any future resale value of the Tokens offered.

d. Significant Transfer Restrictions. There is no expectation that the Pre-IPO Tokens offered will be registered under the US Securities Act of 1933, the Securities laws of any state or the Securities laws of any other jurisdiction. Accordingly, such Tokens cannot be resold except in accordance with exemptions from the registration requirements of the applicable laws and regulations. These restrictions will have an adverse impact on your ability to resell the Tokens and on the price at which that you may be able to resell them, if at all.

e. Purchasers may lack information. The underlying companies may have no periodic reporting requirements. Accordingly, the Tokens offered may not have any special information rights attached to them and purchasers may not be able to obtain all the information they would want regarding the underlying companies and the Tokens offered.

f. Market Volatility Risk. The value of Tokens can swing dramatically due to numerous influencing factors, making it challenging for you to react in real time. Such unpredictability may lead to substantial losses, for which you must assume full liability.

g. Regulatory Risk and Transaction Risk. The legal and regulatory landscape for digital assets is evolving. Changes in laws and regulations may impact the availability or legality of products and services, including the Tokens.

h. Liquidity Challenges. Pre-IPO Tokens might lack sufficient liquidity, hindering your ability to sell or exit positions when desired. This risk, heightened during sharp price shifts, could lead to significant financial setbacks.

i. Bubble and Confidence Risk. Pre-IPO Tokens may face irrational exuberance or sudden drops in confidence, potentially triggering steep and swift value declines.

j. Service Availability. Services may experience unexpected outages or network delays, and we cannot assure constant availability. This could prevent you from trading, transferring, or managing Pre-IPO Tokens when needed.

k. Security Vulnerabilities. While BloFin strives to maintain security, no system is immune to all threats. You are accountable for safeguarding your account password, and any transactions, authorized or not, under your account are your responsibility. Digital Asset transactions are final, with losses from fraud or unauthorized actions often unrecoverable.

l. Third-Party Involvement. Services may rely on external entities like payment processors or custodians, subject to their terms. You are subject to the terms and conditions of these third parties. BloFin is not liable for losses caused by these third parties.

m. Communication Uncertainty. Electronic interactions with us may be delayed, insecure, or fail to reach us/you, posing risks to timely decision-making.

n. Regulatory and Policy Shifts. Trading Pre-IPO Tokens might encounter regulatory hurdles in some regions. BloFin may halt services in response to legal or policy changes, and you must assess these risks independently, as BloFin bears no responsibility for such disruptions.

o. Legal and Valuation Impact. Shifts in legislation can unpredictably alter Pre-IPO Tokens’ values, with effects varying across markets.

p. Currency Exchange Fluctuations. Changes in exchange rates between currencies can affect your profits or losses.

q. Uninsured Assets. Unlike bank deposits, Pre-IPO Tokens lack government or private insurance, offering no protection against loss or theft.

r. Tax Considerations. Trading Pre-IPO Tokens may trigger tax obligations, which can be complex and subject to retroactive changes. Compliance is your responsibility.

s. Platform Oversight. BloFin functions as a crypto trading platform, and is not your broker, dealer, or advisor, potentially reducing user safeguards in disputes or losses.

t. High Leverage Oversight. Excessive leverage increases risks for both users and BloFin. To ensure market stability, we may monitor and intervene in high-leverage positions—through actions like forced reductions or liquidations—if deemed harmful, with or without prior notice. All resulting outcomes are borne by the user. BloFin may, but is not obligated to, send any notifications to you on the measures taken.

u. Rule Adjustments. Trading rules, including but not limited to expiration dates or coefficients, may shift/modified based on operational needs. Early or delayed product delivery, announced via website or e-mail, requires prompt user action, with any gains or losses solely the user’s burden.

Important Notes:

The risk factors mentioned in this statement are not exhaustive and all risk factors related to Pre-IPO Tokens are not listed in detail. BloFin does not promise profits or share in investors’ risks or gains. Other unforeseen issues may arise, and investors should carefully consider other possible risks before participating.

We sometimes offer factual insights on procedures and risks but do not provide tailored advice. YOUR CHOICE TO USE BLOFIN AND SERVICES IS ENTIRELY YOUR OWN. Information from us is not investment, financial, or trading advice. You alone determine if a strategy suits your goals, finances, and risk tolerance. BloFin holds no advisory role or fiduciary duty, nor do we track if our services align with your objectives. Assessing your financial capacity and risk appetite is your responsibility.

Investors should thoroughly understand digital currency trading basics, associated risks, and BloFin’s operational rules before proceeding.

BloFin does not offer (i) investment advice or an investment recommendation; (ii) an offer or solicitation, buy or sell digital assets; or (iii) financial, accounting, legal or tax advice. You should carefully consider whether trading or holding digital assets is suitable for you in light of your financial condition and risk tolerance. Please consult your legal/tax/investment professional for questions about your specific circumstances. Digital assets, including stablecoins and NFTs, are subject to market volatility, involve a high degree of risk and can lose value. Historical returns are not indicative of future returns and past performance is not indicative of future results. BloFin is not responsible for any potential losses and does not guarantee investment returns.