This Investment Risk Disclosure Statement (“Disclosure”) is provided by Flapen - FZCO, a company registered in Dubai, United Arab Emirates, for informational purposes and forms an integral part of any private offering, revenue-sharing agreement, or commercial investment arrangement entered into with or through Flapen - FZCO (“Flapen,” “we,” or “us”).
Investing in early-stage e-commerce ventures, including brands launched or managed by Flapen, is inherently risky. Prospective investors must conduct their own due diligence and consult their own legal, financial, and tax advisors before making any investment decision.
1. High-Risk Nature of Private Investment
Private investment opportunities arranged or facilitated by Flapen involve significant risk. These opportunities are speculative in nature and suitable only for investors who can afford to lose their entire investment and who have no immediate need for liquidity.
Investments may take the form of equity, convertible instruments, or revenue-sharing agreements and typically relate to private companies or brand assets with limited operating history and unproven commercial models.
2. No Public Market & Transfer Restrictions
Securities or rights offered in connection with Flapen-facilitated opportunities are not publicly traded and are subject to substantial transfer restrictions under applicable laws. There is no assurance that a secondary market will develop, nor that any resale of the investment will occur at a favorable valuation—or at all.
In many cases, transfers will require approval by the issuer, legal counsel, or relevant jurisdictional authorities. Any resale or pledge of such Securities may require compliance with Regulation S, Rule 144, or other regulatory conditions, depending on investor location.
3. Limited Operating History & Uncertainty of Performance
Brands or businesses presented by Flapen may be in early or pre-revenue stages of development. Their business models are often untested, financial projections uncertain, and their commercial success dependent on various external market factors, platform dynamics (e.g., Amazon algorithmic changes), and operational execution.
Any forward-looking statements or return projections provided are purely illustrative and not guarantees of future performance.
4. Illiquidity & No Guaranteed Exit
Private investments in brand equity, digital assets, or revenue-sharing agreements facilitated by Flapen are illiquid. There is no guarantee that investors will be able to sell, transfer, or monetize their positions in the short or long term. Investors should be prepared to hold these investments for several years or potentially indefinitely.
5. Reliance on Management
The success of any e-commerce or brand venture presented by Flapen is highly dependent on the quality and continuity of management teams—whether internal to Flapen or external third-party operators. The departure or incapacity of key personnel could adversely affect brand growth and investor returns.
6. Use of Proceeds & Operational Risk
Unless specifically disclosed, funds raised through private offerings may be used at the full discretion of the issuer’s management. There may be insufficient oversight, transparency, or operational governance to guarantee that proceeds will be used effectively or according to any formal plan.
7. Additional Capital Requirements
Many businesses require further capital to scale, operate, or survive. Follow-on rounds may dilute existing investor holdings, introduce more complex capital structures, or involve debt issuance, all of which may materially affect investor outcomes.
8. Intellectual Property & Platform Dependency
E-commerce and brand businesses depend heavily on intellectual property rights, platform compliance (such as with Amazon or Shopify), and digital brand integrity. Any suspension, infringement claim, or change in platform policy could materially and negatively impact the investment.
9. Competition and Market Risks
Investments facilitated by Flapen are subject to significant competitive pressures, including from better-capitalized market participants. Market dynamics, platform changes, macroeconomic events, or global disruptions (e.g., supply chain issues) can materially affect performance.
10. No Guarantee of Returns
There are no guarantees of profitability, revenue distribution, or return of capital. All statements made by Flapen or the underlying issuer regarding returns are purely speculative. Investors must rely on their own analysis and accept that total loss is a real and material possibility.
11. Legal & Regulatory Risks
Securities laws vary across jurisdictions. It is the investor’s responsibility to ensure that their participation is legally compliant under applicable laws in their home country or territory. Flapen does not guarantee compliance for foreign investors and may require representations, legal opinions, or certifications prior to acceptance of investment.
12. Forward-Looking Statements Warning
Any business plans, forecasts, or financial models shared with prospective investors may contain “forward-looking statements” that involve assumptions and subjective judgment. These statements are not guarantees of future outcomes and may be materially incorrect due to unforeseen operational, market, or legal developments.
Flapen and affiliated parties are under no obligation to update or revise any forward-looking statements.
13. Investor Responsibility
All prospective investors must:
Conduct their own legal and financial due diligence;
Evaluate whether the opportunity aligns with their risk profile and financial objectives;
Understand and accept that private investments are inherently high-risk, speculative, and illiquid.
Disclaimer: This document does not constitute an offer or solicitation to sell securities. All investment activity facilitated by Flapen is intended for sophisticated, qualified, or accredited investors only and is subject to jurisdictional compliance.