Risk Disclosures

01Introduction / Key Warning

The investments available on the Alphaneo platform involve substantial risk, including the risk of complete loss of your invested capital. These are not suitable investments for all investors, and you should invest only capital you can afford to lose entirely.

Private market securities differ fundamentally from publicly traded securities in their liquidity profile, disclosure obligations, regulatory oversight, and investor protections. You should read these Risk Disclosures carefully and in their entirety, and consult with qualified legal, financial, and tax advisors before making any investment decision. Nothing in these disclosures is exhaustive; additional risks specific to each offering are described in the applicable offering documents.

02Risk of Total Loss

Private company investments are speculative in nature. A significant majority of early-stage and growth-stage private companies fail to achieve the financial milestones necessary to generate returns for investors, and many are wound down with little or no return of investor capital.

Unlike publicly traded equities, private company securities are not subject to the same ongoing disclosure and reporting requirements, making it difficult to monitor the financial health of your investment in real time. You should assume that any investment made through the Platform could decline to zero and should size your positions accordingly.

03Illiquidity

Private market securities are highly illiquid. There is no established public market for these securities, and there can be no assurance that a secondary market will develop or that you will be able to sell your investment at a price that reflects its fundamental value, or at all.

Transfer of private securities is typically subject to contractual restrictions set forth in the company's charter documents, stockholder agreements, and right-of-first-refusal provisions. Even where the Alphaneo desk facilitates access to a secondary transaction, execution is not guaranteed, and transaction timelines may be extended. Investors should treat all private market investments as potentially permanent commitments.

04Long Holding Periods

Investments in private companies typically require holding periods of five to ten years or more before a liquidity event — such as an IPO, strategic acquisition, or secondary tender offer — may occur. There is no guarantee that any such liquidity event will occur within your expected investment horizon, or at all.

During the holding period, your capital will be unavailable for other uses, and you will receive no current income unless the investment specifically provides for distributions. Changes in your personal financial circumstances during a multi-year holding period may be difficult or impossible to accommodate given the illiquid nature of these investments.

05Dilution

Private companies routinely raise additional capital through subsequent rounds of financing, which may result in the issuance of new equity securities and consequent dilution of your ownership percentage. Future financing rounds may also be conducted at valuations lower than the round in which you invested, resulting in both dilution and mark-to-market losses.

Anti-dilution protections, if any, vary by share class and are subject to negotiation among existing investors. Common stockholders and holders of SPV interests with limited negotiating leverage may have weaker anti-dilution protections than lead institutional investors. You should review the capitalization table and rights of each share class carefully before investing.

06Information Asymmetry

Private companies are not required to file periodic reports with the SEC and are not subject to the same financial disclosure requirements as public companies. As a result, the information available to you about a company's financial condition, operations, and prospects may be limited, incomplete, or out of date at the time you make your investment decision.

Alphaneo's analyst research is based on information provided by the companies themselves and publicly available sources; it is not independently audited and may not capture all material risks. You should conduct your own due diligence and not rely solely on information provided through the Platform before making any investment decision.

07Management Risk

The success of a private company investment is often highly dependent on the skills, judgment, and continued involvement of its founders and key management personnel. The loss of one or more key executives through departure, illness, or other circumstances could have a material adverse effect on the company's operations and prospects.

Management teams of early-stage companies may lack experience in managing a scaling organization or navigating a complex regulatory environment. Strategic decisions made by management, including capital allocation, product direction, and hiring, may prove incorrect or suboptimal in ways that impair the value of your investment.

08Valuation Risk

The valuations assigned to private companies at the time of an offering are determined through negotiation between the company and its investors and may not reflect the intrinsic value or future prospects of the business. Valuations for early-stage companies are inherently speculative and may be based on projections that do not materialize.

Unlike public market valuations, which are continuously updated through trading activity, private company valuations are only updated at subsequent financing rounds or in connection with secondary transactions. The absence of a continuous market price means that reported valuations may be stale and may not reflect adverse developments that have occurred since the last financing round.

09Regulatory Risk

The regulatory environment governing private securities offerings, digital platforms, and emerging industries is subject to change. New laws, regulations, or regulatory interpretations could increase compliance costs for the companies in which you invest, restrict their ability to operate in certain markets, or adversely affect their competitive position.

Alphaneo's ability to continue operating as a platform may also be affected by changes in securities laws or regulations governing exempt offerings, investment platforms, or related financial services. Any such changes could impair your ability to access opportunities or receive research through the Platform.

10Secondary Market Risk

Secondary transactions to which the Alphaneo desk facilitates access are subject to significant restrictions. Most private company equity is subject to a right of first refusal (ROFR) in favor of the company or existing stockholders, which may prevent or delay the transfer of your shares to a third-party buyer, even if you have identified a willing buyer at an agreed price.

Additional transfer restrictions may be imposed by the company's charter documents, stockholder agreements, or SPV governing documents. Secondary transactions may require consent from the company's board of directors or a majority of existing stockholders. Even where Alphaneo facilitates access to secondary interests, there is no guarantee of execution, and a counterparty may not be available at a price you consider acceptable.

11No FDIC / SIPC Protection

Investments made through the Platform are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC), the Securities Investor Protection Corporation (SIPC), or any other government agency or insurance program. You could lose the entire amount of your investment without any recourse to insurance or government protection.

The Platform is not a bank, broker-dealer, or registered investment adviser. No investor protection or compensation scheme applies to your investments in private securities through the Platform. Alphaneo's own financial condition should not be confused with or relied upon as a guarantee of the performance of any investment offered through the Platform.

12Tax Considerations

Investments in private companies, particularly through pass-through entities such as limited partnerships or LLCs structured as investment vehicles, may generate complex tax reporting obligations. Investors in such vehicles typically receive a Schedule K-1 reflecting their share of income, gains, losses, deductions, and credits, which may require filing in multiple states and can complicate your personal tax return.

Certain investments may qualify for favorable tax treatment under the Qualified Small Business Stock (QSBS) provisions of Section 1202 of the Internal Revenue Code, which may allow exclusion of up to 100% of gain on the sale of qualifying stock held for more than five years. QSBS eligibility is subject to specific requirements and limitations and should not be assumed without advice from a qualified tax advisor. Alphaneo does not provide tax advice, and you should consult your own tax counsel regarding the specific tax implications of any investment before committing capital.

13Conflicts of Interest & Affiliation

The Alphaneo platform is operated by Alphaneo LLC, which owns the platform technology, research, and intellectual property. Investment vehicles made available through the platform are or will be managed by Alphaneo LLC or by an Alphaneo affiliate acting as manager and/or general partner. In particular, Alphaneo may act as the general partner (GP) of a special purpose vehicle (SPV) that invests in a company, including a company on which Alphaneo publishes research. These entities are under common ownership and control, and, where the manager is an affiliate, Alphaneo LLC provides technology and research services to the manager under an intercompany arrangement for which it is compensated.

These affiliations create conflicts of interest between Alphaneo and investors. Where Alphaneo acts as the GP of an SPV, it earns a one-time management fee, plus expenses, in respect of that SPV, and therefore has a financial incentive in whether and how an opportunity is pursued, structured, and closed — incentives that may not always align with the interests of any individual investor. Alphaneo may also hold its own financial interest in the companies or vehicles presented. Research and related materials are produced by an affiliated party and do not constitute independent investment advice. You should evaluate each opportunity, together with its fees and conflicts, on the basis of the definitive offering documents, which control.

Alphaneo publishes research on private companies, including companies in which an SPV for which Alphaneo acts as GP may invest. Where Alphaneo may act as GP of a vehicle investing in a company, the record for that company on the Platform says so: "Alphaneo may act as general partner of a vehicle investing in this company and earns a fee if it closes." You should weigh Alphaneo's research on any such company with this conflict of interest in mind.

14Forward-Looking Statements

Materials provided through the platform — including research, company summaries, market maps, and opportunity descriptions — may contain forward-looking statements regarding anticipated performance, development timelines, market opportunities, regulatory pathways, and financial projections. These statements are based on current expectations and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ materially, including delays in development or certification, technical and execution challenges, changes in markets or regulation, availability of financing, and general economic conditions.

Forward-looking statements speak only as of the date made, and Alphaneo undertakes no obligation to update them except as required by law. Certain information may be provided by third parties or the subject companies, has not been independently verified, and should not be relied upon as a guarantee of future performance or outcomes. Do not place undue reliance on forward-looking statements.

15Export Control

Certain opportunities may involve companies developing defense, dual-use, or other technology subject to U.S. export controls, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Confidential or controlled information relating to such companies must not be shared with, or exported to, any foreign person or destination in violation of applicable law. By accessing such materials, you agree to comply with all applicable U.S. export control laws and restrictions.