Moonshot Tech, Inc. (together with its affiliated entities, collectively "Moonshot") operates a website at www.moonshot.li (the "Site" or “Moonshot Platform”). The information contained on the Site that is generally available to non-members (i.e. persons who have not established a user profile) neither constitutes an offer for nor a solicitation of interest in any securities offering. If an indication of interest or reservation is provided, it may be withdrawn or revoked, without obligation or commitment of any kind prior to being confirmed by the investor and accepted by Moonshot and any offer, solicitation or sale of any securities will be made only by means of an offering circular, private placement memorandum, or prospectus. Any person considering investing in an offering referenced on the Site should carefully review the documents on file with the Securities and Exchange Commission (the “SEC”) relating to such an offering. An exempt offering of shares or interests will only be made pursuant to the relevant Offering Circular or Private Placement Memorandum (a ”Memorandum”) and subscription documents. We refer to SEC Materials together with all information on the Site (including this General Disclosure) and other promotional materials distributed by Moonshot as “Materials”. The information contained herein will be qualified in its entirety by reference to the SEC Materials, Memorandums and other agreements and documents referred to therein, which contain additional information about the investment objective, terms, risks, and conditions of an investment.
Except as otherwise indicated, the Site is maintained by Moonshot in its sole and absolute discretion and Moonshot is solely responsible for the content on this website. No broker-dealer member of FINRA is or has been involved in the development or dissemination of this website, but any page(s) on the password-protected portion of the Site that identify a broker-dealer or that are otherwise used by a representative of a broker-dealer in connection with sales activities are reviewed and approved by a principal of the broker-dealer. Broker-dealers licensed with FINRA may participate in offerings sponsored by Moonshot as underwriters or placement agents.
Nothing contained herein shall be deemed to be binding against, or to create any obligations or commitment on the part of, any potential investor, the offering sponsors, or the respective affiliates. No person has been authorized to give any information or make any representation or warranty regarding the subject matter hereof, either express or implied, and, if given or made on this website, in other materials, or verbally, such information, representation, or warranty cannot and should not be relied upon, nor is any representation or warranty made as to the accuracy, content, suitability, or completeness of the information, analysis, or conclusions, or any information furnished in connection herewith contained in this presentation.
Past performance is no guarantee of future results and past historical success rates of athletes may not be indicative of future success. An investor can lose money. Diversification and asset allocation do not ensure a profit or guarantee against loss. Investment decisions should be based on an individual’s own goals, time horizon, and tolerance for risk.
Moonshot and its affiliates are independent and unaffiliated with any broker-dealer participating in a securities offering conducted through the Site. Any securities transactions or related activities by Moonshot affiliated entities are conducted by registered representatives of one or more FINRA-licensed broker-dealers, or by Moonshot associated persons in their capacity as a “principal” to the transaction pursuant to SEC Rule 3a4-1.
No money or other consideration is being solicited, and will not be accepted without such potential investor having been provided the applicable offering document. Joining the Site neither constitutes an indication of interest or reservation of shares in any offering nor involves any obligation or commitment of any kind.
There can be no assurance that an investment mix or any actual performance or appreciation rate shown on the Site will lead to the expected results shown or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that any or all investors on the Site experienced such returns. Likewise, it should not be assumed that historical artwork appreciation rates are predictive of future appreciation rates.
The information presented on the Site regarding each offering merely constitutes a summary of such information and is qualified in its entirety by the disclosure contained in each issuer's offering circular or Memorandum available on the Site. There can be no guarantee that any offering available on the Site will achieve its business objectives or that an athlete will achieve sufficient on-court success to fully pay back the initial investment.
Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees and expenses. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on the Site, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.
Neither the SEC nor any state securities commission or regulatory authority approved, passed upon or endorsed the merits of any investment on the Site. Each investor should always carefully consider investments in any security and be comfortable with his/her understanding of the investment. Investors should not construe any Materials as tax, legal or investment advice. Investors are urged to seek independent advice from their own advisors for legal, tax or investment advice.
All product names, logos, and brands are property of their respective owners. Use of these names, logos, and brands is for identification purposes only, and does not imply endorsement or affiliation.
Services available on the Site do not constitute "crowdfunding" as described in Title III of the Jumpstart Our Business Startups Act ("JOBS Act"). Moonshot is not registered as a broker-dealer and is not a member of FINRA. Moonshot is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the membership interests do not have the benefit of the protections of the Investment Company Act. Furthermore, Moonshot is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and the members of Moonshot issuers will not have the benefit of the protections of the Investment Advisers Act. Neither FINRA, the SEC or any other regulatory organization endorses, indemnifies, or guarantees any offering referenced on this website. The SEC does not pass upon the merits of or give its approval to any securities offered or the terms of any offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials.
No offeree will be accepted as a subscriber who does not make the representations set forth in the subscription agreement accompanying each Memorandum or Offering Circular, including, when applicable, the representation that such offeree is an accredited investor and is acquiring the membership interests for investment and not with a view to resale or distribution thereof in violation of applicable securities laws, and, when applicable, that the investment amount does not exceed 10% of the offeree’s net worth or annual income. Investors also will be required to represent that they are familiar with and understand the terms of each relevant offering, among other things. Investors may also be required to provide additional information to verify their identity or investor status.
The shares will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).
Investors are urged to review the disclaimers, Moonshot Terms of Use and Privacy Policy and cautionary statement regarding forward-looking statements at the bottom of the landing page of the Site.
Moonshot may conduct private placements pursuant to Rule 506(c) of Regulation D of the Securities Act to accredited investors who are willing to make large investments (“Reg D Transactions”). Any offers associated with Reg D Transactions will be made pursuant to a Memorandum. Investment entities that execute Reg D Transactions may invest in multiple athletes and may invest in the entire allocation for the athlete (i.e. the investment entity covers the entire amount to be fundraised.
Reg D Transactions differ from traditional public offerings in a number of key respects, including, without limitation: