RaiseWise USA, Inc. a/k/a RaiseWise.us, is a funding portal registered with Security Exchange Commission (SEC No. : 007-00260; SEC CIK: 0001823442); a pending member of Financial Industry Regulatory Authority (FINRA CRD #: ______) where Regulation Crowdfunding offerings (Equity, Debt, Profit Share, and Convertible Note) securities will be made through this website (RaiseWise.us).

As issuer or investor, you do not pay any money to join RaiseWise.us. We charge __% RaiseWise.us platform fee to the issuer on fully funded raise. Payment processing fees also apply and are payable directly to the service providers upon the completion of the funding campaign by the issuer. We do not charge an investor any amount when investing on any of the investment opportunities found on our platform.

Money Laundering is the process by which a criminal conceals the existence, source or nature of illegally derived funds to make them appear legitimate. Money laundering typically occurs in three stages: placement, layering and integration. Crowdfunding platform companies and other financial institution are at any point in the process susceptible to being used by criminals to carry out money laundering activities.

Placement is the initial placement of illegal funds into the financial system, normally in the form of currency or cash equivalents (money orders, traveler’s checks, and bank drafts.) Placement can occur when accepting a new account and the initial premium/deposit, subsequent payments and deposits, or third-party receipts.

Layering is the hiding or distancing of the illegal funds from their source by creating transactions or a series of complex transactions. Some ways layering can occur include processing multiple and frequent account transfers, ownership changes, or address changes.

Integration is the ultimate disbursing of the “clean” proceeds back into society. At this point, the funds are likely to appear legitimate and are disbursed from a legitimate source.

Criminals often employ sophisticated methods of disguising the proceeds of their crimes, just as terrorists seek to funnel the proceeds of ostensibly legitimate businesses to fund and execute terrorist plots. Terrorists and other criminals are increasingly using the facilities of securities firms and crowdfunding companies to conceal the source of their funds. The concept of money laundering can also include the activities of individuals and businesses seeking to conceal their earnings from the Internal Revenue Service and state and local taxing authorities.

Raisewise.us maintains an Anti-Money Laundering policy designed to ensure compliance and prevent violations of anti-money laundering rules and regulations.

Equity crowdfunding is the type of crowdfunding with which Title III of the JOBS Act is primarily concerned. With this type of investment, multiple investors pool money into a specific startup in exchange for equity shares. This kind of crowdfunding is most often used by early-stage companies to raise seed funding.

Equity crowdfunding is not the same as donation-based crowdfunding or rewards-based crowdfunding which gives perk rewards to donors for just-cause, charitable, or religious donations those are not applicable to investments as equity.

Equity investments may be attractive to non-accredited investors for a couple of reasons. First, there’s the potential for a solid return if the startup you’re investing in eventually has a successful IPO. Once the company goes public, you can then sell your equity shares and recover your initial investment, along with any profits. If you happen to luck out and invest in a startup that ends up being the next Google, the payoff could be huge.

Aside from that, equity crowdfunding does not require a substantial amount of money to get started. Depending on how large the funding round is that a startup is seeking, you may be able to invest as little as $100. That effectively levels the playing field between accredited and non-accredited investors. The two biggest drawbacks associated with equity investments are their inherent risk and the timeframe. There’s no guarantee a new startup will succeed, and if the company fails, your equity shares would be worthless. If the company does take off, it may be years before you can sell your shares.

A SAFE (Simple Agreement for Future Equity) is an agreement that grants the holder the right to equity at a later date, typically when venture capitalists lead a 'Series A' financing. SAFE is a short, 5-page investment document that is intended to be simple to understand and convenient to administer. It’s not a debt instrument; rather investments via SAFE show up on the company’s capitalization table (cap table) like other convertible securities (ie – warrants, options). SAFE provides investors the opportunity to convert their investment to equity at a point in the future when a Preferred round equity funding is raised.

SAFE has many similar features to the well-established convertible notes, such as provisions for early exit (change of control), economic benefits such as the Discount and protection features such as the Valuation Caps. But one thing SAFE does not have is a maturity date (it’s not a debt instrument), so there is a possibility that it never converts to equity and there’s nothing in the terms that call for the investment to be repaid to the investor.

From the Startup’s Perspective:

• SAFE Advantages: The lack of a Term (maturity date) gives lots of flexibility. The lack of an Interest Rate saves you a little equity dilution in the future when the SAFE converts.
• SAFE Disadvantages: You will need to be incorporated as a C-corp.
• C-Note Advantages: LLCs can use it.
• C-Note Disadvantages: If you reach the Maturity Date, you’ll either need to request an extension from your investors or somehow close out the Note (payout of principal + interest or convert to equity anyway). The interest that accrues until an equity conversion means slightly more dilution for you and other shareholders.

From the Investor’s Perspective:

• SAFE Advantages: The option to convert to equity if the startup gets acquired (change of control) before a natural conversion (although some C-notes also have this feature). There is no Qualifying Transaction hurdle to get in the way of an equity conversion.
• SAFE Disadvantages: No Term (maturity date) means no forcing function based on time elapsed. No interest accrual.
• C-Note Advantages: Has a stated Term (maturity) date that helps force some discussion/action in the future. Offers interest accrual to enhance the potential investment returns. Most offer a 2X return of principal if there is an early acquisition.
• C-Note Disadvantages: If the Qualifying Transaction term is set too high, the startup could raise a smaller equity round of financing and the Note does not automatically convert to equity.

A convertible note is an unsecured loan that converts to stock at some point in the future. They are one the most popular forms of seed-stage startup investing because of their history, although the SAFE is rapidly becoming more prevalent.

Convertible notes are also useful because they delay the difficult task of figuring out how much the startup is worth. The number of shares you receive is determined at the next qualified financing (typically $1 million), when venture capitalists set the price for preferred stock. Then, calculated by using the Valuation Cap, Discount Rate, and Interest Rate, your loan converts into shares at a lower price than the venture capitalists paid, since you invested earlier.

If the startup does not raise another round of funding, the note becomes due at the maturity date, typically in 18-24 months. Convertible notes, however, are rarely repaid in cash. Instead, the note usually converts to equity at a pre-set target price.

The discount and interest rates have a relatively minor impact on future returns. The most important term to focus on – which can greatly impact the price of your future shares – is the Valuation Cap. This is usually set between $3 to $20 million, depending on how "hot" the startup is.

This is a promissory note that is paid back from a share of the revenues of the business. Important terms in this note typically include:

• Gross or Net Revenues. Net revenues exclude returns or shipping costs.
• Revenue Percentage. This is the percentage of revenue that is shared.
• Repayment Amount. This is the maximum amount you could be paid back.
• Quarterly or Annual Disbursement. Companies choose to make annual or quarterly payments.
• Secured. Some loans may be secured with all property of the business.

Debt crowdfunding (or loan) is when a group of people or investors lend money to an individual or company with the understanding that the loan will be repaid with interest.

When you invest, your investment fund is transferred to an escrow account. RaiseWise.us is prohibited by SEC and FINRA regulation from touching or holding your money. A Regulation CF crowdfunding portal cannot hold funds.

All investments are placed in a third-party escrow account service provider. Funds are transferred to the business owner or issuer only after the fundraising target has been met or closed. All fees related to our services are then payable to RaiseWise.us, Inc., through our third-party escrow provider after the fully funded or partially funded campaign closed. However, if the funding campaign is unsuccessful, your investment will be refunded to you, less any fees and costs incurred.

Every Issuer using Reg. CF offerings is required to file a Form-C with the SEC prior to the fund raising and also make it available to the investors. Here at RaiseWise.us, all issuers or companies can upload the Form C onto their company 'DEAL Documents' section on our platform. Potential investors can request access to the Form-C, which is required to contain various disclosures, including:

• Name and legal status of the Issuer;
• Names of owners, directors and officers of the Issuer;
• A description of the business and intended use of the offering proceeds;
• Number of employees;
• Factors that make an investment in the Issuer speculative or risky and risks associated with the securities;
• The target offering amount, offering deadline, and whether the Issuer will accept commitments more than the target amount;
• A description of the investment process;
• A description of the present ownership and capital structure of the Issuer;
• RaiseWise.us’s compensation;
• Debt held by the Issuer;
• Other capital raising efforts conducted by the Issuer in the past three years;
• Amounts that went to the principals of the issuer from capital raising efforts;
• Financial statements; and
• A discussion of the Issuer’s financial condition.

As a platform registered by the SEC and a pending member of FINRA, we review and approve every pitch on the RaiseWise.us portal to ensure that all the information presented to the crowd is fair, clear and not misleading.

We conduct thorough due diligence on the issuer, its legal structure and directors by vetting the info the submit to our platform and by using third-party provider service as well. We also verify evidence supporting any claims being made by the business such as market size, contracts and partnerships to ensure the information provided is accurate. This process can take between days or weeks, sometimes longer if the company or raise is complicated.

To make this process more open and transparent to our members, our Due Diligence website page of our platform outlines in detail the analysis and verification that is conducted by the RaiseWise.us team as part of the approval process. It is also regularly updated when we make improvements to our due diligence processes.

In line with our company values, our guiding principles for this Charter are:

• Integrity; to act with integrity and treat our investors and fundraising companies fairly;
• Diligence; to act with skill, care and diligence; and
• Transparency; to be open and transparent with our customers always.

RaiseWise.us maintains record keeping of fundraising approaches and documentation digitally and secured on the RaiseWise.us platform. RaiseWise.us shall keep all documents and data in a manner which allows for a full and immediate reply to enquiries received from SEC, FINRA or, in accordance with applicable law, from other authorities or a court. Please read our Record Keeping Policy website page.

RaiseWise USA, Inc. a/k/a RaiseWise.us, is a funding portal registered with Security Exchange Commission (SEC No. : 007-00260; SEC CIK: 0001823442); a pending member of Financial Industry Regulatory Authority (FINRA CRD #: ______) where Regulation Crowdfunding offerings (Equity, Debt, Profit Share, and Convertible Note) securities will be made through this website (RaiseWise.us).

As issuer or investor, you do not pay any money to join RaiseWise.us. We charge __% RaiseWise.us platform fee to the issuer on fully funded raise. Payment processing fees also apply and are payable directly to the service providers upon the completion of the funding campaign by the issuer. We do not charge an investor any amount when investing on any of the investment opportunities found on our platform.

To start raising funds, you must SIGNUP/LOGIN, create your company profile by following the simple process, and make sure all information pertaining to your account is entered accurately. RaiseWise.us platform funding option is preset at FIXED. Fixed or inelastic funding enables the issuer to receive funds only when the raise is successful and able to reach its target goal: «all or nothing. »

However, when the funding target goal is not reached, then the amount generated is returned to the investors without deduction of fees.

Another feature enables the issuer to receive funds as provided: “keep what you raise.”

Ensure you have uploaded your personal photo, your business details, the funding campaign details, image or video, and the deal documents, as well as:

• Business Plan

• Term Sheet

• SEC Form-C

• Article of Incorporation

• Investment Agreement.

The individual investor shall execute both the Investor Acknowledgement and Investor Verification document, and re-upload the document back to the platform for approval prior to participating as an accredited investor in the investment opportunity offerings listed here at RaiseWise.us.

RaiseWise.us platform has $10,000 preset minimal investment amount, meaning you cannot raise funds below $10,000 (our system will not allow it.) Also, the platform has a preset maximum raise amount of $1,070,000. Our system will not allow you to raise money over $1,07M.

Regulation Crowdfunding (Reg CF) campaign is very different from conducting a rewards-based campaign. WithReg. CF the SEC and FINRA are very strict when it comes to you talking about your fund raising. The SEC is very clear that you cannot make any reference or any indication, posts or public references of the offering until it is live. While you can continue normal advertisement of your company or service, the SEC deems any public posts or communication about the offering to be a direct violation of the regulation.

Under Reg CF, issuers who are selling their securities on a registered portal (RaiseWise.us, Inc.), are restricted on how they can advertise their offerings and on the content of any information distributed to the public. Specifically, under Rule 200 of Reg CF, an issuer is explicitly prohibited from advertising the terms of their offering except for a notice that directs potential investors to the registered portal (RaiseWise.us.com). Additionally, the notice can only include the following information:

• The amount of securities offered;
• The nature of the securities;
• The price of the securities; and,
• The closing date of the offering period.

The Notice operates as a statement that the issuer is conducting a Reg CF offering and offers the terms of the offering, including the amount, the nature, and the price of the securities offered and the closing date. The Notice will also offer factual business information about the issuer which is limited to the name, address, phone number, and website of the issuer if any, as well as an email address of a representative of the issuer and a brief description of the business.

An issuer cannot state or indicate on their advertisement that FINRA or SEC has approved or endorsed the specified funding campaign. As long as an issuer adheres to these points, they can essentially broadcast their offering anywhere on the internet.

You can read more about the Rules Governing Advertising and General Solicitation in our Policy page.

As a platform registered by the SEC and a pending member of FINRA, we review and approve every pitch on the RaiseWise.us portal to ensure that all the information presented to the crowd is fair, clear and not misleading.

We conduct thorough due diligence on the issuer, its legal structure and directors by vetting the info the submit to our platform and by using third-party provider service as well. We also verify evidence supporting any claims being made by the business such as market size, contracts and partnerships to ensure the information provided is accurate. This process can take between days or weeks, sometimes longer if the company or raise is complicated.

To make this process more open and transparent to our members, our Due Diligence website page of our platform outlines in detail the analysis and verification that is conducted by the RaiseWise.us team as part of the approval process. It is also regularly updated when we make improvements to our due diligence processes.

In line with our company values, our guiding principles for this Charter are:

• Integrity; to act with integrity and treat our investors and fundraising companies fairly;
• Diligence; to act with skill, care and diligence; and
• Transparency; to be open and transparent with our customers always.

RaiseWise.us maintains record keeping of fundraising approaches and documentation digitally and secured on the RaiseWise.us platform. RaiseWise.us shall keep all documents and data in a manner which allows for a full and immediate reply to enquiries received from SEC, FINRA or, in accordance with applicable law, from other authorities or a court. Please read our Record Keeping Policy website page.