THERE ARE SIGNIFICANT RISKS AND UNCERTAINTIES ASSOCIATED WITH AN INVESTMENT IN THE COMPANY AND THE SECURITIES. THE SECURITIES OFFERED HEREBY ARE NOT PUBLICLY-TRADED AND ARE SUBJECT TO TRANSFER RESTRICTIONS. THERE IS NO PUBLIC MARKET FOR THE SECURITIES AND ONE MAY NEVER DEVELOP. AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE. THE SECURITIES SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE THE SECTION OF THIS FORM C ENTITLED "RISK FACTORS."
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK THAT MAY NOT BE APPROPRIATE FOR ALL INVESTORS.
THIS FORM C DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION IN WHICH AN OFFER IS NOT PERMITTED.
PRIOR TO CONSUMMATION OF THE PURCHASE AND SALE OF ANY SECURITY THE COMPANY WILL AFFORD PROSPECTIVE INVESTORS AN OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY, AND ITS MANAGEMENT CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND THE COMPANY. NO SOURCE OTHER THAN THE INTERMEDIARY HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS FORM C, AND IF GIVEN OR MADE BY ANY OTHER SUCH PERSON OR ENTITY, SUCH INFORMATION MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS FORM C AS LEGAL, ACCOUNTING OR TAX ADVICE OR AS INFORMATION NECESSARILY APPLICABLE TO EACH PROSPECTIVE INVESTOR’S PARTICULAR FINANCIAL SITUATION. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN FINANCIAL ADVISER, COUNSEL AND ACCOUNTANT AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING HIS OR HER INVESTMENT.
THE SECURITIES OFFERED HEREBY WILL HAVE TRANSFER RESTRICTIONS. NO SECURITIES MAY BE PLEDGED, TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF BY ANY INVESTOR EXCEPT PURSUANT TO RULE 501 OF REGULATION CF. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
NASAA UNIFORM LEGEND
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY ISSUING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SPECIAL NOTICE TO FOREIGN INVESTORS
IF THE INVESTOR LIVES OUTSIDE THE UNITED STATES, IT IS THE INVESTOR’S 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.
SPECIAL NOTICE TO CANADIAN INVESTORS
IF THE INVESTOR LIVES WITHIN CANADA, IT IS THE INVESTOR’S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF A CANADA, SPECIFICALLY WITH REGARD TO THE TRANSFER AND RESALE OF ANY SECURITIES ACQUIRED IN THIS OFFERING.
NOTICE REGARDING ESCROW FACILITATOR
NORTH CAPITAL PRIVATE SECURITIES CORPORATION, THE ESCROW FACILITATOR SERVICING THE OFFERING, HAS NOT INVESTIGATED THE DESIRABILITY OR ADVISABILITY OF AN INVESTMENT IN THIS OFFERING OR THE SECURITIES OFFERED HEREIN. THE ESCROW FACILITATOR MAKES NO REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, OR JUDGEMENT ON THE MERITS OF THE OFFERING OR THE SECURITIES OFFERED HEREIN. THE ESCROW FACILITATOR’S CONNECTION TO THE OFFERING IS SOLELY FOR THE LIMITED PURPOSES OF ACTING AS A SERVICE PROVIDER.
FORWARD LOOKING STATEMENT DISCLOSURE
This Form C and any documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form C are forward-looking statements. Forward-looking statements give the Company’s current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
The forward-looking statements contained in this Form C and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form C, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company’s control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company’s actual operating and financial performance may vary in material respects from the performance projected in these forward- looking statements.
Any forward-looking statement made by the Company in this Form C or any documents incorporated by reference herein or therein speaks only as of the date of this Form C. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
DISCLAIMER OF TELEVISION PRESENTATION
The Company’s officers may participate in the filming of a television series and in the course of the filming, may present certain business information to the investor panel appearing on the show (the “Presentation”). The Company will not pass upon the merits of, certify, approve, or otherwise authorize the statements made in the Presentation. The Presentation commentary being made should not be viewed as superior or a substitute for the disclosures made in this Form-C. Accordingly, the statements made in the Presentation, unless reiterated in the offering materials provided herein, should not be applied to the Company’s business and operations as of the date of this offering. Moreover, the Presentation may involve several statements constituting puffery, that is, exaggerations not to be taken literally or otherwise as indication of factual data or historical or future performance.
Risks Related to the Company’s Business and Industry
Limited Operating History.
We are an early-stage company with a limited operating history. As such, we have little historical financial data or track record to help you evaluate our business and prospects. Our success will depend on our ability to develop our brand, produce and sell our products, and achieve profitability, which may not occur.
Lack of Revenue and Reliance on External Financing.
We have generated minimal revenue to date and continue to rely heavily on external financing to fund our operations. There is no guarantee that we will generate significant or sustained revenue in the near future or that we will be able to raise additional capital when needed. If we are unable to obtain additional funding on acceptable terms, our business may fail.
Food Safety and Regulatory Compliance.
We operate in a highly regulated industry and are subject to extensive federal, state, and local food safety laws, including regulations enforced by the FDA and other health departments. Any failure to comply with these regulations could result in fines, product recalls, or business shutdowns, all of which would adversely impact our business.
Consumer Preferences and Brand Acceptance.
Our success depends on consumer demand for nut milk and related plant-based products. Consumer tastes can be unpredictable, and failure to build a strong brand or adapt to changing preferences may negatively impact our sales and growth potential.
Supply Chain Disruptions.
We rely on a consistent supply of raw materials including nuts, packaging, and other inputs. Disruptions in our supply chain, due to climate events, shortages, or shipping delays, could hinder our ability to produce and deliver our products.
Reliance on a Limited Number of Key Suppliers.
We rely on a small number of suppliers for critical components of our production, including manufacturing and packaging. For example, one company handles both the co-packing of our milk and supplies our cans and packaging materials. If this supplier experience disruptions, increase prices, or terminate their relationship with us, it could significantly hinder our ability to produce and deliver products, thereby affecting our sales and reputation.
Dependence on Third-Party Manufacturers.
We intend to rely on third-party manufacturers or co-packers for production. If these manufacturers fail to meet our quality standards, timelines, or production volume needs, our business and reputation could suffer.
Scaling Production and Distribution.
As we grow, we may encounter operational challenges related to scaling production, managing inventory, and expanding distribution. Failure to manage this growth effectively could result in delays, inefficiencies, or product shortages.
Dependence on Key Personnel.
Our success depends heavily on the continued service of our founders and key personnel. The loss of any of these individuals could disrupt our operations and hinder growth.
Limited Industry Experience of Management.
Our management team has limited experience in the food and beverage industry and has not previously managed a business subject to the specific operational, regulatory, and competitive challenges we face. This inexperience may lead to decisions that negatively impact our business, delay our growth, or hinder our ability to operate efficiently.
Marketing and Customer Acquisition Risks.
Our ability to generate sales depends on effectively marketing our brand and acquiring customers. If our marketing efforts are unsuccessful or too costly, we may fail to achieve profitability.
Competition from Established Brands
We face significant competition from well-established brands in the plant-based milk industry, many of which have greater financial resources, brand recognition, and distribution networks. Competing effectively may require significant investment in marketing and product development.
Rising Costs of Raw Materials.
Prices for nuts and other raw materials can fluctuate due to factors beyond our control, such as weather conditions, tariffs, and global demand. Rising input costs may increase our cost of goods sold and reduce profitability.
Environmental and Sustainability Concerns.
Production of certain nut milks, such as almond milk, requires significant water and natural resources. We may face scrutiny from environmental groups or consumers concerned about sustainability, which could impact our reputation and sales.
Product Liability and Recall Risks.
As a food company, we are subject to the risk of product contamination, mislabeling, or spoilage. Any product liability claims or recalls could result in significant costs and damage to our brand.
Dependence on Shelf Space or Digital Ad Spend.
Our success may depend on securing retail shelf space or investing in paid digital advertising. Failure to achieve visibility in key channels could limit our growth.
Risks Related to the Securities
No Public Market/Lack of Liquidity.
There is no public market for the Securities, and none is expected to develop. Investors may be unable to sell their investment or realize a return in the near term, if at all.
Speculative Nature of the Investment.
An investment in our Securities is speculative and involves a high degree of risk. You should be prepared to lose your entire investment.
No Voting Rights.
The Securities do not carry voting rights. As a result, investors will have no ability to influence company decisions or the election of directors.
Broad Discretion in Use of Proceeds
We will have broad discretion in how we use the proceeds from this Offering. Our management may allocate capital in ways that do not improve our financial results or increase shareholder value.
Risk of Future Dilution.
We may raise additional capital in the future through the issuance of equity securities, which could dilute existing investors’ ownership and economic interests.
Exceeding 2,000 Investors May Trigger Reporting Requirements.
If we raise capital from more than 2,000 investors and have more than $10 million in assets, we may be required to register with the SEC under the Exchange Act, resulting in increased compliance costs and administrative burdens.
