Risk Disclosure Statement

This Risk Disclosure Statement ("Statement") is issued by Oakshore Pte. Ltd. (UEN: 202617271M), an Exempt Private Company Limited by Shares incorporated in the Republic of Singapore ("Oakshore," "we," "us," or "our"). This Statement supplements and forms part of our Terms of Service.

Oakshore provides a software-as-a-service (SaaS) technology platform (the "Platform") that enables verified startup founders and verified investors to engage directly regarding potential private market transactions. Oakshore is not a broker-dealer, investment adviser, crowdfunding portal, escrow agent, fund manager, or financial institution.

By accessing or using the Platform, you acknowledge that you have read, understood, and accepted the risks described below. If you do not understand any aspect of this Statement, you should seek independent professional advice before using the Platform.

1. General Investment Risk

Private market investments are inherently high-risk. Investing in early-stage startups, growth-stage companies, and private enterprises involves a substantial degree of risk, including the risk of total loss of your invested capital. You should only invest amounts that you can afford to lose entirely.

Past performance of any company, investment, or asset class is not indicative of future results. There is no guarantee that any investment made through or in connection with the Platform will generate a return, preserve capital, or achieve any particular outcome.

Private market investments are speculative in nature. The majority of early-stage companies fail. Even companies that appear promising based on available information may not succeed commercially, may pivot materially, or may cease operations entirely.

2. Illiquidity Risk

Private market securities are not traded on any public stock exchange or regulated secondary market. There is no guarantee that a liquid market will develop for any security acquired through or in connection with the Platform.

You may be unable to sell, transfer, or otherwise dispose of your investment for an extended period — potentially 5 to 10 years or longer. You should not invest if you require liquidity or may need to access your invested capital within a foreseeable timeframe.

Any quoted valuations, indicative pricing, or cap table data presented on the Platform reflect information provided by the startup founder and do not represent a market price, a binding offer, or a guaranteed realizable value.

3. Loss of Capital

You may lose all of the money you invest. Startup and private market investments carry the risk of total capital loss. Factors contributing to loss may include, without limitation:

• Business failure, insolvency, or liquidation of the investee company
• Dilution of your ownership stake through subsequent financing rounds
• Adverse market conditions, competitive dynamics, or regulatory changes
• Mismanagement, fraud, or misrepresentation by the investee company
• Macroeconomic downturns, currency fluctuations, or geopolitical events
• Inability to secure follow-on financing
• Changes in applicable tax treatment

Oakshore does not guarantee any return on investment, protection against loss, or preservation of capital.

4. No Investment Advice

Oakshore does not provide investment advice, financial advice, tax advice, legal advice, or any recommendation to buy, sell, hold, or refrain from transacting in any security, instrument, or asset.

The information presented on the Platform — including startup profiles, AI-generated Deal Memos, financial metrics, cap tables, and Data Room materials — is provided for informational purposes only. Such information:

• Is not independently verified by Oakshore (except for KYC/AML identity verification of the user submitting the information)
• Does not constitute a recommendation, endorsement, or opinion on the merits of any investment opportunity
• Should not be relied upon as the sole basis for any investment decision
• May be incomplete, outdated, or inaccurate despite reasonable efforts by the presenting party

You are solely responsible for conducting your own due diligence, evaluating the risks and merits of any investment, and making your own informed investment decisions. We strongly recommend that you consult qualified independent financial, legal, and tax advisers before making any investment.

5. AI-Generated Content Disclaimer

The Platform utilizes artificial intelligence (Google Gemini, via Google's Genkit framework) to generate structured Deal Memos from founder-supplied information. These AI-generated outputs are:

• Algorithmically structured from data provided by the startup founder — not independently verified, researched, or audited by Oakshore or any third party
• Not investment, financial, or legal advice — they are data organization tools designed to standardize how information is presented
• Subject to inherent limitations of AI systems, including potential inaccuracies, hallucinations, omissions, and misinterpretations of the underlying data
• Not a substitute for independent due diligence — you must conduct your own analysis and not rely solely on AI-generated content

Oakshore expressly disclaims all liability for any investment decision made in reliance on AI-generated content. The AI does not evaluate the quality, viability, or risk profile of any investment opportunity.

6. Information Accuracy & Reliance

All information on the Platform — including financial statements, projections, market data, team biographies, and business descriptions — is submitted by Users and has not been independently verified by Oakshore unless explicitly stated otherwise.

Oakshore does not warrant or represent the accuracy, completeness, timeliness, or reliability of any information submitted by Users. Forward-looking statements, financial projections, and market size estimates are inherently uncertain and may differ materially from actual results.

You should not rely on any information presented on the Platform as a substitute for your own independent investigation.

7. No Fiduciary Duty

Oakshore does not owe any fiduciary duty to any User. No agency, partnership, joint venture, employer-employee, or fiduciary relationship is created between Oakshore and any User by virtue of using the Platform.

We do not act as your agent, adviser, or representative in any transaction. All transactions facilitated through the Platform are strictly bilateral agreements between the transacting counterparties. Oakshore is not a party to, and does not guarantee the performance of, any such agreement.

8. Capital Isolation

At no point does Oakshore hold, route, custody, pool, transmit, or manage investment capital. All capital flows occur directly between the transacting counterparties, outside the Platform, through their own banking relationships.

The Capital Call feature on the Platform facilitates the exchange of wire transfer instructions between counterparties as a communication convenience only. Oakshore does not initiate, process, verify, or guarantee any wire transfer or payment.

9. Regulatory Risk

Private market investments are subject to complex and evolving securities regulations across multiple jurisdictions. Changes in applicable laws, regulations, or regulatory interpretations may adversely affect:

• The legality or tax treatment of your investment
• The ability of the investee company to operate, raise capital, or distribute returns
• The enforceability of contractual rights between counterparties
• Oakshore's ability to operate the Platform in its current form

It is your sole responsibility to ensure that your use of the Platform and any investment decisions you make comply with the securities laws, tax laws, and regulations of your jurisdiction. Oakshore does not provide any assurance that the Platform or any transaction conducted through it complies with the laws of your jurisdiction.

10. Cross-Border Risk

The Platform operates across international borders. Cross-border transactions may be subject to:

• Currency exchange risk (fluctuations in exchange rates between the time of investment and realization)
• Differing legal frameworks and investor protections in different jurisdictions
• Withholding taxes, double taxation, and varying tax treaty coverage
• Restrictions on capital repatriation in certain jurisdictions
• Political instability or sovereign risk in the jurisdiction of the investee company

You should seek independent advice regarding the cross-border tax and legal implications of any contemplated investment.

11. Dilution Risk

Startup companies frequently raise multiple rounds of financing. Each subsequent round may dilute your ownership stake, potentially significantly. Anti-dilution protections (such as weighted-average or full-ratchet provisions) may not be available in all deal structures. Convertible instruments (SAFEs, convertible notes) carry additional dilution uncertainty as the conversion price may not be determined until a future priced round, which may be on terms less favorable than anticipated.

12. Valuation Risk

Valuations of private companies are inherently subjective and uncertain. Unlike publicly traded securities, private company valuations are not determined by an open, liquid market. Any valuation presented on the Platform:

• Is determined by the startup founder and/or the transacting parties — not by Oakshore
• May not reflect the fair market value, intrinsic value, or realizable value of the company
• May differ materially from the value at which you can eventually sell or transfer your investment
• Is subject to change based on subsequent financing events, market conditions, or company performance

13. Limited Information

Private companies are not subject to the same disclosure requirements as publicly listed companies. You may receive limited financial information, limited operating data, and limited ongoing reporting from investee companies. Oakshore does not require investee companies to provide ongoing financial reporting to investors through the Platform. Your ability to monitor the performance of your investment may be materially limited.

14. Concentration Risk

Investing a significant portion of your portfolio in a single private market opportunity or a small number of opportunities exposes you to concentration risk. Diversification does not eliminate risk but may reduce the impact of any single investment loss. You should consider the overall composition and diversification of your investment portfolio before making any investment.

15. Governing Law

This Risk Disclosure Statement is governed by the laws of the Republic of Singapore, without regard to its conflicts of law principles. Any dispute arising from or relating to this Statement shall be resolved in accordance with the dispute resolution provisions set out in our Terms of Service.

16. Questions

If you have any questions about this Risk Disclosure Statement, please contact us at dpo@oakshore.app.