Participation in Bridgecoin’s lending platform is highly speculative and involves a
significant degree of risk. Only those persons able to lose their entire their entire investment
should participate. Prospective lenders, prior to making the decision to lend funds, should
carefully read the following Risk Factors in their entirety.
Bridgecoin has a limited operating history and there is no basis for which Lenders may gauge
the likelihood of success of the Project in which Lenders are participating.
Although Bridgecoin’s principals have experience in the residential and commercial real estate
industry, along with related construction and development experience, they do not have any
operating history within Bridgecoin and/or with respect to the specific parcels of real property
underlying each Project on the Platform. The past performance of Bridgecoin’s principals is not
indicative of the future performance of Bridgecoin’s properties and, as such, there can be no
assurance that the business objectives outlined on the Platform herein will be implemented
entirely, or even partially. If the business objectives are implemented, there can be no assurance
that Bridgecoin will achieve any level of success. Accordingly, making a loan on the Platform is
highly speculative and entails a high degree of risk and is only suitable for individuals or entities
that can withstand the complete loss of their loaned assets.
No assurance can be given that Bridgecoin will be able to achieve, or maintain, profitability.
Before realizing any profit, Bridgecoin intends to allocate its revenues to pay the expenses of
Bridgecoin. These expenses include, but are not limited to, repayment of principal and accrued
interest with respect to Bridgecoin’s debt obligations, payment of any costs relating to the
acquisition and development of the properties. Accordingly, there can be no assurance that
Bridgecoin will be able to realize any profit, in which case, no payment would be made to Lenders
in connection with the Project and/or any of the properties listed on the Platform. In addition, in
the event Bridgecoin is able to achieve profitability, no assurance can be given that it will be able
to maintain profitability. Further, there can be no assurance that Bridgecoin’s project will generate
profits which could affect Bridgecoin’s ability to make any interest payments to Lenders.
Bridgecoin may abandon the Platform if it proves unsuccessful.
The Platform or any individual Project may be fully or partially abandoned or required to be restructured for a
number of reasons or remain technologically or commercially unsuccessful, or be
shut down for many reasons including, but not limited to, lack of interest from the industry and/or
the public, changes in law or regulatory issues, lack of funding, lack of commercial success or
prospects (e.g. caused by competing projects). There is no assurance that any Projects will have
the value expected.
Lenders may not achieve a positive return on their loans, and potentially may lose their
investment entirely.
Lenders would only receive distributions in the form interest payments from Bridgecoin out of
Bridgecoin’s profits from the operations in the event, and to the extent that, such proceeds are
sufficient to satisfy Bridgecoin’s other obligations, including, but not limited to, repayment of its
senior debt obligations. It is possible that that interest payments from any Company-owned
properties would be insufficient for Lenders to receive any sort of return, let alone a return that
would result in the Lenders receiving a gain on their loans made on the Platform
FURTHER, EACH LENDER EXPRESSLY ACKNOWLEDGES, AND ACCEPTS THE RISK,
THAT THEIR LOANS ON THE PLATFORM ARE UNSECURED, NON-GUARANTEED
OBLIGATIONS OF THE BORROWER WITH RESPECT TO THE PROJECT SELECTED BY
THE LENDER. BRIDGECOIN SHALL HAVE NO LIABILITY WITH RESPECT TO SUCH
LOAN AND LENDER EXPRESSLY WAIVES ANY AND ALL CLAIMS IT MAY HAVE
AGAINST BRIDGECOIN IN CONNECTION WITH THE LOAN, THE PROJECT, THE
PLATFORM, OR OTHERWISE
Bridgecoin’s operations could be subject to various litigation risks that could increase
disbursements, impact profitability and jeopardize your loan with Bridgecoin
Although Bridgecoin is not currently involved in any litigation, the nature of its operations exposes
Bridgecoin to possible future litigation claims. There is a risk that any claim could be adversely
decided against Bridgecoin, which could harm its financial condition and results of operations.
Similarly, the costs associated with defending against any claim could dramatically increase
Bridgecoin’s disbursements, as litigation is often very expensive. Possible litigation matters may
include, but are not limited to, environmental damage and remediation, workers’ compensation,
insurance coverage, property rights and easements, zoning violations, disagreements with tenants,
“trip and fall” cases, and other matters. Should Bridgecoin become involved in any litigation, it
would be forced to direct its limited resources to defending against or prosecuting the claim(s),
which could impact Bridgecoin’s profitability and could potentially result in a complete loss to
those participating in the Platform
Lenders have no ability to manage the property(ies) with respect to their chosen loan Project, or
any development plans or other aspects of the Project.
Bridgecoin cannot assure Lenders that the properties underlying the Project (chosen by the
Lenders) will perform favorably or will result in payments made to Bridgecoin, let alone generate
enough revenue to provide Lenders any return on their investment.
Bridgecoin’s investment of your loan proceeds into a mortgage for the Project is illiquid in
nature.
Bridgecoin will be making a loan using each Lender’s loan proceeds, in part, combined with
institutional financing to cover the acquisition. Tenants at such properties will then be making
rental payments, the proceeds of which will be used to make interest payments to each Lender. In
the event that unforeseen circumstances occur (including, but not limited to, tenant defaults,
increased tax assessments, damage, natural disasters, etc.), then Bridgecoin may not be able to
withdraw your investment proceeds or otherwise return your investment, in whole or in part.
The ability of Bridgecoin to make payments to the Lenders could vary and would depend entirely
upon Bridgecoin’s ability to collect payments from tenants in the subject property(ies).
The ability of Bridgecoin to make any interest payments depends on Bridgecoin’s ability to collect
mortgage payments from tenants at the subject property underlying the Project. In the event the
tenant fails to make mortgage payment, then Lenders will not receive interest payments or
otherwise realize a return on their loan to Bridgecoin. Bridgecoin cannot assure Lenders that it
would have adequate cash flow from its operations to cover expenses and also be in a position to
make the interest payments to Lenders or any other payments.
Bridgecoin’s loss of, or inability to obtain, key personnel could delay or hinder implementation
of Bridgecoin’s business strategies.
Bridgecoin’s success depends to a significant degree upon the contributions of each of
Bridgecoin’s officers, each of whom would be difficult to replace, if not impossible. Currently,
there are no employment agreements in place with any of these individuals, and there can be no
assurance or guarantees that such person would remain affiliated with Bridgecoin. If any key
personnel were to cease their affiliation with Bridgecoin, Bridgecoin may be unable to find suitable
replacement personnel, and Bridgecoin’s operating results could suffer. Bridgecoin does not
maintain key person life insurance on any person. Bridgecoin believes that its future success
depends, in large part, upon the ability of Bridgecoin to hire and retain highly skilled managerial
and operational personnel. If Bridgecoin loses, or is unable to obtain, the services of highly skilled
personnel or does not establish or maintain appropriate strategic relationships, Bridgecoin’s ability
to implement its business strategies could be delayed or hindered.
There can be no assurance that we will be able to continue to successfully access capital in a
manner that enables Bridgecoin to acquire the desired Property
Certain sources of capital may not be available in the future, and competition for any available
funding may increase. We cannot be sure that we will be able to maintain necessary levels of
funding without incurring high funding costs, unfavorable changes in the terms of funding
instruments or the liquidation of certain assets. If we were to be unable to arrange new or
alternative methods of financing on favorable terms, our business, financial condition, results of
operations and prospects could be materially and adversely affected. Specifically, we won’t have
sufficient capital to purchase parcels of real estate underlying the Project, or we will have to
explore methods of financing on less favorable terms. Such a scenario would result in a decreased
ability to make interest payments to our Lenders and/or repay principal in full when and if a Lender
seeks to cancel their investment.
Interest payments made to Lenders may be subordinated to senior financing commitments.
Bridgecoin may acquire financing from one or more third-party lenders. In connection with such
financing, any sums due and payable to Lenders on the Platform (including, but not limited to,
interest payment, as well as the return of principal payments) may be subordinated to payments
owed to such senior lenders.
CRYPTOCURRENCY RISKS
A determination that the Platform’s loans or any other digital asset is a “security” may adversely
affect the value of your loan, and result in potentially extraordinary, nonrecurring expenses to,
or termination of, the Platform.
The SEC has stated that certain digital assets may be considered “securities” under the federal
securities laws. The test for determining whether a particular digital asset is a “security” is complex
and the outcome is difficult to predict, although public statements from senior officials at the SEC
have contributed to the idea that cryptocurrencies will be increasingly viewed as securities. If that
happens, it may become more difficult for various cryptocurrencies to be traded, cleared and
custodied as compared to other digital assets that are not considered to be securities, which could
in turn negatively affect the liquidity and general acceptance of the currencies used by Lender and
cause users to migrate away from it. Further, if any other digital asset is determined or asserted to
be a “security” under federal or state securities laws by the SEC or any other agency, or in a
proceeding in a court of law or otherwise, it may have material adverse consequences for the
Platform as a digital asset due to negative publicity or a decline in the general acceptance of digital
assets. As such, any determination that Bitcoin or any other digital asset is a security under federal
or state securities laws may adversely affect the value of the Platform.
To the extent that cryptocurrencies utilized by Lenders are determined or asserted to be a security,
Bridgecoin may also be subject to additional regulatory requirements, including under the
Investment Company Act, and may be required to register as an investment adviser under the
Investment Advisers Act. If Bridgecoin determines not to comply with such additional regulatory
and registration requirements, it could result in costly penalties being assessed, or even the
termination of the Platform. Any such termination could result in the liquidation of the loans at a
time that is disadvantageous to Lenders.
If regulatory changes or interpretations of the Platform’s activities require the regulation of the
Platform as a money service business under the regulations promulgated by FinCEN under the
authority of the U.S. Bank Secrecy Act or as a money transmitter or digital asset business under
state regimes for the licensing of such businesses, Bridgecoin may be required to register and
comply with such regulations, which could result in extraordinary, recurring and/or
nonrecurring expenses.
To the extent that the activities of Bridgecoin cause it to be deemed a “money services business”
under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act,
Bridgecoin may be required to comply with FinCEN regulations, including those that would
mandate Bridgecoin to implement anti-money laundering programs, make certain reports to
FinCEN and maintain certain records. Similarly, the activities of Bridgecoin may require it to be
licensed as a money transmitter or as a digital asset business, such as under the New York State
Department of Financial Services’ BitLicense regulation.
Moreover, other States may be considering or may adopt regulations similar to New York’s
BitLicense. The New Jersey legislature, for example, passed the Digital Asset and Blockchain
Technology Act in January, 2023 , which, if enacted, would require digital asset businesses subject
to the legislation to be licensed.
Such additional regulatory obligations may cause Bridgecoin to incur extraordinary expenses. If
Bridgecoin decides to seek the required licenses, there is no guarantee that they will timely receive
them. Additionally, to the extent Bridgecoin is found to have operated without appropriate state or
federal licenses, it may be subject to investigation, administrative or court proceedings, and civil
or criminal monetary fines and penalties, all of which would harm the reputation of Bridgecoin,
decrease the liquidity, and have a material adverse effect on the Platform, and each Lender’s loan.
While Bridgecoin is not issuing tokens or other cryptocurrencies, regulatory risks associated
with an as-of-yet undeveloped and emerging body of law, both in the United States and
internationally, makes the Platform a risky investment.
There are significant and highly unpredictable regulatory risks associated with our business model
simply due to uncertainty in what regulations may be implemented by Federal regulators in the US
regarding cryptocurrencies. Potential regulators, or newly commenced enforcement actions by the
SEC could affect how tokens are sold, traded, offered and or registered. We have no way of
predicting these risks and how they may affect your investment. Specifically, if the SEC were to
commence an enforcement action against Bridgecoin, it could potentially freeze our entire
Platform and legally prohibit us from making interest payments to Lenders and/or returning
principal to Lenders (either in the form of $USD or other cryptocurrencies).
Potential Lenders are specifically advised to proceed with caution when engaging with any type
of cryptocurrency investment.
Cryptocurrency projects are inherently risky due to their ties to securities enforcement actions.
There is a risk that our Platform could be prohibited under applicable securities law and be deemed
an unregistered securities offering by the SEC or federal agencies. DLT and blockchain technology
allows new forms of interaction and it is possible that certain jurisdictions will apply existing
regulations on, or introduce new regulations addressing, blockchain technology-based applications
and token sales, which may be contrary to the structure of the lending process and which may,
inter alia, result in substantial modifications of the Platform, including potential loss of your loans.
Bridgecoin or any related entity may cease operations in a jurisdiction in the event that regulatory
actions, or changes to law or regulation, make it illegal to operate in such jurisdiction and/or use
the contributions or make it commercially undesirable to obtain the necessary regulatory
approval(s) to operate in such jurisdictions.
Uncertain tax consequences relating to an investment in digital assets could be problematic for
Lenders.
There may be significant tax consequences relating to your participation in the Platform due to
uncertainty in what regulations may be implemented by federal regulators in the US and
internationally that could affect how our loans are taxed. We have no way of predicting these risks
and how they may affect the value of your loan, or our ability to repay it, either in whole or in part.
There may be software risks associated with the Platform.
The Platform software and other involved software and technology and technical concepts and
theories associated with the Projects are still in an early development stage and unproven, and
there is no normally no warranty that the process for receiving, use and ownership of your
contributed cryptocurrencies will be uninterrupted or error-free. Further, there is an inherent risk
that the bridge by which you link your wallet to our Platform and contribute cryptocurrencies could
contain weaknesses, vulnerabilities or bugs causing, inter alia, the partial or complete loss of your
currencies.
The Platform will be subject to the risk of blockchain mining attacks.
As with other public blockchain based systems that depend upon independent miners, any network
may be susceptible to mining attacks including but not limited to double-spend attacks, majority
mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks
present a risk to the Platform, the expected proper execution and sequencing of token transactions,
and expected proper execution and sequencing of software computations.
There are inherent risks with Bridgecoin’s business model related to cryptocurrency and
volatility generally.
Bridgecoin will, upon receipt, store or convert your cryptocurrency contributions into one or more
fiat and/or alternative cryptocurrencies and there could be significant difficulties in making and
managing such cryptocurrencies and funds including relating to the lack of ready convertibility
between fiat currencies, cryptocurrencies and tokens and the difficulty in being able to deal with
such assets via traditional market counterparties and intermediaries. If the value of
cryptocurrencies fluctuate unfavorably during or after your contribution (but prior to the
conversion thereof into fiat), Bridgecoin may not be able to fund its loans, or may not be able to
develop or maintain the Platform in the manner that is intended. In addition to the usual market
forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation
in the value of cryptocurrencies, including but not limited to a DAO-like attack on the Ethereum
network, or significant security incidents or market irregularities at one or more of the major
cryptocurrency exchanges.
A loss of your cryptocurrency wallet’s credentials would make your investment potentially
unrecoverable.
If your own crypto-wallet credentials are lost or stolen, the tokens associated with your loan
proceeds would potentially be unrecoverable and/or permanently lost. A private key, or a
combination of private keys, is necessary to control and dispose of the tokens stored in your wallet.
Accordingly, loss of requisite private key(s) associated with your wallet will result in loss of such
tokens. Moreover, any third party that gains access to such private key(s), including by gaining
access to login credentials of a hosted wallet service you use, may be able to misappropriate your
tokens. Any errors or malfunctions caused by or otherwise related to the wallet you choose to
receive and store tokens, including your own failure to properly maintain or use such wallet, may
also result in the loss of your tokens.
Cybercrime will be a persistent threat facing the Platform.
The acquisition and management of cryptocurrencies and tokens is inherently subject to the risk
of cybercrime that is difficult to predict, manage and mitigate. This may result in concerted
attempts and even successful attempts to hack the Platform, conversion process and the software
used to manage contributions received in respect of Projects and other software or technology
components. Further, Bridgecoin and the Platform onboarding process may be subject to
unauthorized access, hacking and/or theft of some of cryptocurrency assets. Bridgecoin is unlikely
to be required to insure the assets of Bridgecoin or may find it too difficult to do so given
commercial conditions for such insurance. Any unauthorized access or cybercrime may result in
theft or loss or inability to access loan proceeds.
RISKS ASSOCIATED WITH INVESTING IN REAL ESTATE
Bridgecoin will be subject to the risks that generally relate to investing in real estate.
Real estate historically has experienced significant fluctuations and cycles in performance that
may result in reductions in the value of Bridgecoin’s properties that could severely compromise
its ability to collect mortgage payments from tenants. The performance and value of these
investments once acquired depends upon many factors beyond Bridgecoin’s control. The ultimate
performance and value of the properties is subject to the varying degrees of risk generally incident
to the ownership and operation of the properties in which Bridgecoin invests (vis-à-vis granting of
mortgage loans), and will depend upon, in large part, Bridgecoin’s ability to operate any given
property so that it produces sufficient cash flows necessary to pay the interest and principal on any
loans associated with such properties, the fees due to Bridgecoin, and other expenses customarily
incurred in connection with such properties. Revenues and cash flows may be adversely affected
by numerous factors including, without limitation:
- changes in national or local economic conditions;
- changes in local real estate market conditions due to changes in national or local
economic conditions or changes in local property market characteristics, including,
but not limited to, changes in the supply of and demand for competing properties
within a particular local property market; - competition from other properties offering the same or similar services;
- changes in interest rates and the credit markets which may affect the ability to
finance, and the value of, investments; - the ongoing need for capital improvements, particularly in older building
structures; - changes in real estate tax rates and other operating expenses;
- changes in governmental rules and fiscal policies, civil unrest, acts of God,
including earthquakes, hurricanes, and other natural disasters, acts of war, or
terrorism, which may decrease the availability of or increase the cost of insurance
or result in uninsured losses; - changes in governmental rules and fiscal policies which may result in adverse tax
consequences, unforeseen increases in operating expenses generally or increases in
the cost of borrowing; - decreases in homebuyer confidence;
- government taking investments by eminent domain;
- various uninsured or uninsurable risks;
- the bankruptcy or liquidation of tenants;
- adverse changes in zoning laws;
- the impact of present or future environmental legislation and compliance with
environmental laws; - the impact of lawsuits which could cause Bridgecoin to incur significant legal
expenses and divert management’s time and attention from the day-to-day
operations of Bridgecoin; and - other factors that are beyond Bridgecoin’s control and the control of the property
owners.
Any of the foregoing factors as well as others could adversely impact the return on and
cash flows and values of Bridgecoin’s investments. In addition, property values can decline below
their acquisition price or below their appraised, assessed, or perceived values after the acquisition.
Appraisals, if obtained, are only the appraiser’s opinion of the property values at a given point in
time. Material declines in values could result in subsequent losses. Bridgecoin’s real estate based
investments may be difficult to sell in an efficient and expeditious manner, and there can be no
assurance that there will be a ready resale market if or when Bridgecoin finds it necessary or
otherwise elects to sell such investments.
Bridgecoin will face numerous risks associated with being the owner of parcel(s) of real estate.
When Bridgecoin acquires real estate, either directly or through foreclosure, deed in lieu of
foreclosure, or otherwise, it has economic and liability risks as the owner, including but not limited
to:
- earning less income on disposition of the property than costs incurred in purchasing,
improving it, and maintaining it; - keeping the property leased by tenants (if Bridgecoin chooses to rent such
properties); - potential damage to the property by any tenants;
- lack of availability or lapse in insurance coverage for the property;
- controlling operating expenses;
- coping with general and local market conditions;
- possible exposure to environmental contamination remediation and cleanup costs,
which in some cases could exceed the value of the property; - complying with changes in the laws and regulations pertaining to taxes, use, zoning
and environmental protection; and - possible liability for injury to persons and property.
Bridgecoin may be unable to secure building permits for the development and construction of
the properties. Any delays and/or failures to obtain such permits in a timely basis could
adversely affect Bridgecoin and your investment.
Any failure by Bridgecoin to obtain all, or any, permits and/or otherwise to achieve completion of
the construction with respect to the properties can have various results that would adversely affect
Bridgecoin’s operations (and the value of your investment) including, but not limited to, increased
development and construction costs, delays in realizing any revenues vis-à-vis the rental or sale of
such properties, or a complete inability of Bridgecoin to achieve its business goals.
While Bridgecoin and its principals and affiliates have experience in acquiring and developing
real estate, no assurance can be given that our due diligence with respect to the properties will
uncover all of the defects associated with such properties.
While Bridgecoin and its personnel have experience in reviewing such inspection reports and
analyzing whether such properties are viable for acquisition, no assurances can be given that such
properties is free of such defects, and if such defects are discovered after the closing of such
acquisition, no assurance can be given that any such defect can be remedied in a cost-effective
manner.
We may incur uninsurable losses.
Insurance against risks faced by the properties could become costlier or could become unavailable
altogether. Real estate properties are typically insured against risk of fire damage and other
typically insured property casualties, but are sometimes not covered against severe weather or
natural disaster events such as landslides, earthquakes, or floods, or even against instances of toxic
mold. Changes in the conditions affecting the economic environment in which insurance
companies do business could affect the carrier’s ability to continue insuring the properties we own
at a reasonable cost or could result in insurance being unavailable altogether. Moreover, any
hazard losses not then covered by the insurance policy would result in Bridgecoin losing all or part
of its investment in the properties, and in Lenders losing all or part of their investment.
Projects requiring substantial construction carry substantial risk.
Investments involving properties requiring substantial construction efforts (including complete
tear downs and re-developments such as those Bridgecoin will be engaged in) contain additional
risks relating to the nature of such licensing or construction efforts. Construction or rehabilitation
work carries a number of substantial risks involving, among other things, the timeliness of the
project’s completion, the integrity of appraisal values, whether or not the completed property can
be sold for the amount anticipated, and the length of the ultimate sale process. If construction work
is not completed (due to contractor abandonment, unsatisfactory work performance, weatherrelated delays or
various other factors) and all the proceeds from the Private Placement have
already been expended, then we may be forced to borrow significant additional funds to complete
the construction work. Any such funds would need to be repaid by Bridgecoin prior to Bridgecoin
being able to pay back any of the Lenders in the Private Placement. If the value of an uncompleted
property is materially less than the amount of the construction loan, even if the work were
completed, then upon a default Bridgecoin might need to invest additional funds in order to recoup
all or a portion of the investment. Bridgecoin may take longer than anticipated either to construct
or sell the property, and there can be no assurance that Bridgecoin will receive sufficient proceeds
from the sale to repay any sums due and owing with respect to your investment in full, or at all. If
the property is being developed or significantly rehabilitated, it may be that Bridgecoin will have
no, or limited, cash flow during the development or rehabilitation period. In addition, there is no
assurance that the development or rehabilitation will be successful or that the property will achieve
the projected sales price, lease-up rates, or other post-construction components of the business plan
that would enable Bridgecoin to achieve success. Potential Lenders should closely review the
description of the properties set forth on the Platform, and the other risk factors set forth herein,
and take into account the additional risks involved with such an investment.
Unforeseen environmental issues may affect the operation of the Project.
If toxic environmental contamination is discovered to exist on any of the Projects, it might affect
Bridgecoin’s ability to repay the corresponding investment. To the extent that any of these issues
arise, potential additional liabilities would include reporting requirements, remediation costs,
fines, penalties and damages, all of which would adversely affect the likelihood that Lenders would
be repaid on their loans. Of particular concern may be those properties that are, or have been, the
site of manufacturing, industrial or disposal activity. These environmental risks may give rise to
a diminution in value of the subject property or liability for clean-up costs or other remedial
actions. This liability could exceed the value of the property underlying the Project. For this
reason, Bridgecoin may choose to take a loss on contaminated property rather than risk incurring
liability for remedial actions. Under the laws of certain states, an owner’s failure to perform
remedial actions required under environmental laws may give rise to a lien on property to ensure
the reimbursement of remedial costs.
CONFLICT OF INTEREST RISKS
Bridgecoin will be dependent upon its management for all of the services required for its
operations and management of the properties.
Bridgecoin has no employees, and its principal owners have full authority to make and carry out
all decisions on behalf of Bridgecoin in its sole and absolute discretion. As Bridgecoin is to receive
the a 1-2% fee on each transaction conducted by the Platform, Bridgecoin will receive
compensation whether Bridgecoin is successful or not and/or regardless of whether Bridgecoin has
made any payments to the Lenders (which are not guaranteed to be made by Bridgecoin).
Accordingly, Bridgecoin’s interests in the financial viability of each of the loans are not necessarily
aligned with the interests of the Lenders. Furthermore, Bridgecoin’s personnel would be
authorized to follow broad operating and investment guidelines and, therefore, would have great
latitude in determining the types of properties that would be proper investments for Bridgecoin, as
well as the managerial decisions. There would be no means of review or approval for any decisions
made by management on Bridgecoin’s behalf and Lenders have no discretion whatsoever as to the
management of these properties.
An affiliate of Bridgecoin may be the primary third party contracted to design and develop the
property.
It is presently anticipated that an affiliate of Bridgecoin will be contracted for the construction
needs of one or more real property assets. Bridgecoin’s management will have full discretion as
to the contract, including the amount of fees associated therein and the Lenders will have no ability
to restrict and/or audit the amount of such fees.
One or more properties may be owned directly or indirectly by an affiliate of Bridgecoin or its
affiliates.
Bridgecoin reserves the right to purchase one or more parcels of real property currently owned,
directly or indirectly, by an affiliate of either Bridgecoin or its affiliates. No assurance can be
given that such an acquisition would be conducted on an arms’ length basis, be on commercially
reasonable terms or wouldn’t result in a substantial profit to Bridgecoin and/or its affiliate(s)
involved in such a transaction.
SECURITIES RISKS
The valuation of the properties was not independently made and has been arbitrarily set by
Bridgecoin.
No federal or state commission, department or agency has made any evaluation, finding,
recommendation or endorsement with respect to the properties and/or the valuations thereof. In
addition, no third-party has reviewed Bridgecoin’s business plan and other factors relating to
Bridgecoin and determined a value for the properties into which Lenders are making loans.
Accordingly, prospective Lenders should not attribute the aggregated amount of loans sought by
Bridgecoin in connection with a particular Project as being indicative of the potential value of the
value of the property. While we believe that the Platform contains sufficient information to assist
prospective Lenders in making an informed investment decision, prospective Lenders are
encouraged to ask questions of Bridgecoin and request additional information itself. Bridgecoin
will provide prospective Lenders with answers to their questions and any requested additional
information, to the extent that the answers and additional information are available or can be
obtained without unreasonable effort or expense.
The granting of Loan Agreement and Bridgecoin’s obligation to repay the loans will not be
registered under the Securities Act or the laws of any applicable state pursuant to an exemption
from the registration requirements of the Securities Act, and the securities laws of certain
states.
Each Lender must furnish certain information to Bridgecoin and represent, among other customary
private placement representations, that it is making the loan for investment purposes and not with
a view towards resale or distribution. Entering into the Loan Agreement by each Lender also must
be lawful under applicable state securities laws or the laws of the applicable foreign jurisdiction if
the Lender is a non-U.S. person. The loans entered into hereunder have not been, and will not be,
registered under the Securities Act. Accordingly, the United States securities laws impose certain
restrictions upon the ability of Lender to transfer its rights under its Loan Agreement, as applicable,
either in whole or in part. Loans, and the obligations thereunder, may not be offered, sold,
transferred, or delivered, directly or indirectly, unless (i) such loans are registered under the
Securities Act and any applicable state securities laws, or (ii) an exemption from registration under
the Securities Act and any applicable state securities laws is available. Moreover, there will be no
liquid, public market for the loans, and none is expected to develop. Further, loans may not be
offered, sold, transferred, assigned or delivered, directly or indirectly, to any “Unacceptable
Investor.” An Unacceptable Investor means any person who is known to be a: (a) person or entity
who is a “Designated National,” “Specially Designated National,” “Specially Designated
Terrorist,” “Specially Designated Global Terrorist,” “Foreign Terrorist Organization,” or
“Blocked Person” within the definitions set forth in the Foreign Assets Control Regulations of the
United States Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended; (b) person
acting on behalf of, or an entity owned or controlled by, any government against whom the United
States maintains economic sanctions or embargoes under the Regulations of the United States
Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended, including, but not limited to,
the Government of Sudan, the Government of Iran, the Government of Cuba, the Government of
Syria, and the Government of Burma; or (c) person or entity subject to additional restrictions
imposed by the following statutes or Regulations and Executive Orders issued thereunder: the
Trading with the Enemy Act, the Iraq Sanctions Act. Pub. L. 101-5 13, Title V, §§ 586 to 586J,
104 Stat. 2047, the National Emergencies Act, 50 U.S.C. §§ 1601 et seq., the Antiterrorism and
Effective Death Penalty Act of 1996, Pub. L. 104 132, 110 Stat. 1214 1319, the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the United Nations Participation
Act. 22 U.S.C. § 287c, the International Security and Development Cooperation Act, 22 U.S.C. §
2349aa-9, the Nuclear Proliferation Prevention Act of 1994, Pub. L. 103 236, 108 Stat. 507, the
Foreign Narcotics Kingpin Designation Act, 21 U.S.C. §§* 1901 et seq., the Iran and Libya
Sanctions Act of 1996, Pub. L. 104 172, 110 Stat. 1541, the Cuban Democracy Act. 22 U.S.C. §§
6001 et seq., the Cuban Liberty and Democratic Solidarity Act. 22 U.S.C. §§ 6021-91, and the
Foreign Operations, Export Financing and Related Programs Appropriations Act, 1997, Pub. L.
104 208, 110 Stat. 3009 172, or any other law of similar import as to any non U.S. country, as each
such Act or law has been or may be amended, adjusted, modified, or reviewed from time to time.
In the event of a registered public offering of loans in the U.S., Bridgecoin would become subject
to the reporting obligations under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Under such circumstances, a Lender that owns more than five percent (5%) of
Bridgecoin’s total loan portfolio may be obligated to make certain information filings with the
Commission pursuant to the Exchange Act. Each prospective Lender is advised to consult with
its own legal advisor regarding the securities law consequences of participating on the Platform.
Bridgecoin may be subject to certain provisions of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the
“Patriot Act”), including, but not limited to, Title III thereof, the International Money Laundering
and Abatement and Anti-Terrorist Financing Act of 2001 (“Title III”), certain regulatory and legal
requirements imposed or enforced by the Office of Foreign Assets Control (“OFAC”) and other
similar laws of the United States. In response to increased regulatory concerns with respect to the
sources of Bridgecoin’s capital used in investments and other activities, Bridgecoin may request
that Lenders provide additional documentation verifying, among other things, such Lender’s
identity and source of funds to be used to make loans on the Platform. Bridgecoin may decline to
accept proceeds from a Lender if this information is not provided or on the basis of the information
that is provided. Requests for documentation and additional information may be made at any time
during which a Lender has an outstanding Loan on the Platform. Bridgecoin may be required to
report this information, or report the failure to comply with such requests for information, to
appropriate governmental authorities, in certain circumstances without informing a Lender that
such information has been reported. Bridgecoin will take such steps as it determines are necessary
to comply with applicable law, regulations, orders, directives, or special measures, including, but
not limited to, those imposed or enforced by OFAC, the Patriot Act, and Title III. Governmental
authorities are continuing to consider appropriate measures to implement anti-money laundering
laws and at this point it is unclear what steps Bridgecoin may be required to take; however, these
steps may include prohibiting a Lender from making further loans to Bridgecoin, or causing the
withdrawal of such Lender from Bridgecoin.