FOR RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA (WHICH, FOR THE PURPOSES OF THIS OFFERING MEMORANDUM, DOES NOT INCLUDE HONG KONG, MACAU, AND TAIWAN) ONLY:
SCI TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO THE PUBLIC IN CHINA AND NEITHER THIS WEBSITE NOR THE OFFERING MEMORANDUM, WHICH HAS NOT BEEN SUBMITTED TO THE CHINESE SECURITIES AND REGULATORY COMMISSION, NOR ANY OFFERING MATERIAL OR INFORMATION CONTAINED HEREIN RELATING TO SCI TOKENS, MAY BE SUPPLIED TO THE PUBLIC IN CHINA OR USED IN CONNECTION WITH ANY OFFER FOR THE SUBSCRIPTION OR SALE OF SCI TOKENS TO THE PUBLIC IN CHINA. THE INFORMATION CONTAINED IN THIS WEBSITE AND THE OFFERING MEMORANDUM WILL NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION, ADVERTISEMENT OR SOLICITATION OF AN OFFER TO BUY ANY SCI TOKENS WITHIN THE PRC.
NOTICE TO PROSPECTIVE SUBSCRIBERS IN SINGAPORE
THIS WEBSITE AND THE OFFERING MEMORANDUM HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE UNDER THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (“SFA”). ACCORDINGLY, THIS WEBSITE AND THE OFFERING MEMORANDUM AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE SCI TOKENS MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE SCI TOKENS BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE.
Selected SCI Token Risks
No assurance of investment return.
The Incubator cannot provide assurance that it will be able to choose, make and realize investments in any particular company or portfolio of companies. There is no assurance that the Incubator will be able to generate returns on its investments or that any returns will be commensurate with the risks of investing in the type of companies and transactions described herein. Furthermore, there is no assurance that if the Incubator does achieve returns on its investments, such returns will either be reflected in the trading price of SCI Tokens or that SCI Tokenholders will realize any of such returns. There can be no assurance that expected returns for the SCI Tokenholders will be achieved, or that they will receive a return of their invested capital. An investment in SCI Tokens should only be considered by persons who can afford a loss of their entire investment. The Incubator’s investments, by their nature, involve a high degree of financial risk. Such investments may expose the Incubator’s assets to the risks of material financial loss, which may in turn adversely affect the trading price of SCI Tokens and the availability of funds for repurchases or redemptions of SCI Tokens.
The SCI Tokens are subject to significant transfer restrictions.
The SCI Tokens have not been registered under the Securities Act, the securities laws of any state of or the securities laws of any other jurisdiction and therefore cannot be resold, except as described in the section entitled “Transfer Restrictions” in this offering memorandum. Persons in the United States and U.S. Persons who purchase SCI Tokens will be required to maintain their SCI Tokens on TokenHub for a period of one year from the issuance of the SCI Tokens and will be required to make undertakings to TokenHub that they will not sell any other U.S. Person unless they sell all of their SCI Tokens to a U.S. Person. Non-U.S. Persons holding SCI Tokens will only be permitted to resell or transfer such SCI Tokens to other Non-U.S. Persons in accordance with Regulation S under the Securities Act. These restrictions may adversely impact your ability to resell the SCI Tokens or the price at which you may be able to resell them, if at all. SCI Tokens are not redeemable at the option of the holder and SCI Tokenholders will not have the right to withdraw their capital. It is not contemplated that the SCI Tokens will ever be registered under the Securities Act or any other securities laws. Each SCI Token subscriber will be required to represent that it is a qualified subscriber under applicable securities laws and that it is acquiring SCI Tokens for investment purposes and not with a view to resale or distribution. Further, each SCI Tokenholder must represent that it will only sell or transfer its SCI Tokens in accordance with the restrictions set forth under “Transfer Restrictions” in this offering memorandum and in a manner permitted by applicable laws and regulations. Consequently, SCI Tokenholders must be prepared to bear the risk of an investment in SCI Tokens for an extended period of time.
Developing regulatory regimes.
Regulation of tokens (including the SCI Tokens) and token offerings such as this, cryptocurrencies (including Ethereum), blockchain technologies, and cryptocurrency exchanges are currently undeveloped and likely to rapidly evolve, and vary significantly among US or non-US federal, state and local jurisdictions and are subject to significant uncertainty. Some of the companies in which the Incubator invests may operate in highly regulated industries. Various legislative and executive bodies in the United States, Singapore and in other countries are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact the Incubator’s ability to invest, or the Incubator’s portfolio companies, ability to gain market share. Failure by the General Partner, the Incubator, the Issuer or the Incubator’s portfolio companies or their representatives to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.
New or changing laws and regulations or interpretations of existing laws and regulations may adversely impact the Incubator’s ability to earn returns on investments, the value of the currency in which SCI Tokens may be redeemed or otherwise make distributions on SCI Tokens, the liquidity and market price of SCI Tokens, your ability to access marketplaces on which to trade SCI Tokens, the Issuer’s or the Incubator’s ability to operate as an ongoing concern and the structure, rights and transferability of SCI Tokens. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adverse impact on the value of SCI Tokens and otherwise impede the Issuer’s or the Incubator’s activities.
The tax characterization of SCI Tokens is uncertain and a subscriber should consult its own tax advisor regarding the consequences of an investment in SCI Tokens. An investment in SCI Tokens may result in adverse tax consequences to subscribers, including withholding taxes, income taxes (possibly prior to the receipt by a subscriber of any cash or other property from the Issuer) and tax reporting requirements. It is possible that the income of the Issuer and/or the Incubator would be subject to significant amounts of income and/or withholding taxes. Each potential subscriber should consult with and must rely upon the advice of its own tax advisor with respect to the United States and non-U.S. tax consequences of an investment in SCI Tokens.
Blockchain Technology Risks
You may not have the skills necessary to secure, trade, or collect distributions using SCI Tokens.
Participating in this Offering requires technical skill beyond that of many subscribers. Securing, trading or collecting distributions relating to SCI Tokens requires working knowledge of blockchain technology, blockchain assets and their attendant systems and processes. Similar knowledge of blockchain asset exchanges and other industry participants may be required.
The loss or destruction of a private key required to access blockchain assets may be irreversible. The Incubator’s or your loss of access to private keys – or any other data loss concerning the Incubator’s blockchain assets – could have a material adverse effect on its business or the SCI Tokens.
Blockchain assets include, without limitation, Bitcoins, Ether and other cryptocurrencies, SCI Tokens and other cryptographic tokens. Blockchain assets are controllable only by those who know the unique private cryptographic key relating to the network address at which the blockchain assets are held. The Incubator and the SCI Tokenholders are required by the operation of many blockchain networks to publish the addresses concerning blockchain assets in use by them. To the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Incubator or you may not be able to access the blockchain asset associated with the corresponding address and the private key will not be capable of being restored by the network. Any loss of private keys relating to digital wallets used to store blockchain assets could have a material adverse effect on the Incubator’s business or you.
The SCI Tokens are being offered in the US on a limited basis to a maximum of 99 accredited investors under exemptions from registration under the U.S. Securities Act of 1933 (the “Securities Act”) pursuant to Regulation D, Section 506(c) under the Securities Act, and the rule promulgated thereunder. This press release does not constitute an offer to sell or the solicitation of an offer to purchase the SCI Tokens, nor shall there be any offer, solicitation or sale of the SCI Tokens in any jurisdiction in which such offer, solicitation or sale would be unlawful. The SCI Tokens have not and will not be registered under the Securities Act, the Investment Company Act of 1940 or other applicable state securities laws, and may not be offered or sold in the US absent registration or pursuant to an exemption from registration requirements of the Securities Act and under applicable state laws.
In any member state of the European Economic Area, the SCI Tokens are only being offered to qualified investors as defined under Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, and includes any relevant implementing measure in each member state).
This communication is directed only to persons who (i) are outside the United Kingdom; (ii) are persons falling within Article 19(5) (Investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.) of the Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This communication is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
This website is a summary of the terms that will be outlined in greater detail in the offering memorandum by which this website is qualified in its entirety, and any investment decision should only be made following a review of the offering memorandum
This website contains forward-looking statements, which can be identified by the fact that they do not relate strictly to historical or current facts and may include the words “may,” “will,” “expect,” “intend,” or other expressions of similar meaning, including statements with respect to use of proceeds of proceeds of the offering, distributions and repurchases of tokens of portfolio companies and use of funds received from dispositions of portfolio companies. These forward-looking statements are based on the current expectations and a number of factors could affect future events. You should carefully review the section of the offering memorandum entitled “Risk Factors” for a discussion of factors that could affect future events implied by these forward looking statements and other risks associated with an investment in SCI Tokens.
North Capital Private Securities, a member of FINRA/SIPC, has been appointed as placement agent for the offering of these securities and will receive transaction fees based upon the successful placement of securities for Science.