How these representations are made
You make the representations and acknowledgments in this document by submitting FLIHI’s investor request form on the FLIHI website and checking the acceptance box on that form. Your submission is your electronic signature under the E-SIGN Act and applicable state law. FLIHI records the date, time, IP address, and acceptance metadata of your submission.
By submitting the form, you (i) make each of the representations and warranties below to FLIHI, Inc., a Delaware corporation (“FLIHI“), (ii) agree to each of the acknowledgments below, and (iii) authorize FLIHI to rely on these representations and acknowledgments without further inquiry in deciding whether to grant you access to confidential investor materials (the “Investor Materials“).
Background
The Investor Materials contain confidential information about FLIHI, including business plans, financial projections, strategic positioning regarding the ICANN 2026 new generic top-level domain (gTLD) application round, and other sensitive information.
Access to the Investor Materials is limited to persons who (i) qualify as “accredited investors” under Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act“), (ii) make the representations and acknowledgments below, and (iii) agree to FLIHI’s Non-Disclosure Agreement (also linked from the form).
Any offering of securities by FLIHI, if and when made, will be conducted as a private placement under Rule 506(c) of Regulation D. Rule 506(c) requires that all purchasers be accredited investors and that FLIHI take reasonable steps to verify accredited-investor status using one or more methods set forth in Rule 506(c)(2)(ii) — including third-party verification by a registered broker-dealer, investment adviser, licensed attorney, or certified public accountant, or by review of specified documentation. Self-certification alone is not sufficient for participation in any offering. If you progress to a subscription stage, you will be required to complete formal third-party verification.
Accredited-Investor Self-Certification
I represent and warrant to FLIHI that I am an “accredited investor” within the meaning of Rule 501(a) of Regulation D because I qualify under at least one of the following categories (select all that apply on the form):
Natural persons.
- I have an individual net worth, or joint net worth with my spouse or spousal equivalent, in excess of US$1,000,000 (excluding the value of my primary residence and excluding any indebtedness secured by my primary residence up to the value of the residence, with any indebtedness in excess of the value of the residence counted as a liability).
- I have had an individual income in excess of US$200,000 in each of the two most recent years, or joint income with my spouse or spousal equivalent in excess of US$300,000 in each of those years, and I have a reasonable expectation of reaching the same income level in the current year.
- I hold in good standing one or more professional certifications, designations, or credentials recognized by the Securities and Exchange Commission as qualifying a natural person as an accredited investor (including, currently, the Series 7, Series 65, or Series 82 license).
- I am a “knowledgeable employee” (as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940) of the private fund that is offering the securities.
- I am a director, executive officer, or general partner of FLIHI (or a director, executive officer, or general partner of a general partner of FLIHI).
Entities.
- The undersigned is an entity in which all of the equity owners are accredited investors.
- The undersigned is a bank, savings and loan association, insurance company, registered investment company, business development company, small business investment company, rural business investment company, or other entity specifically enumerated in Rule 501(a)(1).
- The undersigned is a corporation, partnership, limited liability company, Massachusetts or similar business trust, organization described in Section 501(c)(3) of the Internal Revenue Code, family office, or other entity not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000.
- The undersigned is a trust with total assets in excess of US$5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person (as described in Rule 506(b)(2)(ii)).
- The undersigned is an entity, of any type not listed above, that owns “investments” (as defined in Rule 2a51-1(b) under the Investment Company Act of 1940) in excess of US$5,000,000.
Acknowledgments
By proceeding, I acknowledge and agree that:
I am providing this self-certification to enable FLIHI to determine whether I am eligible to receive confidential Investor Materials. I understand that FLIHI is relying on the accuracy and completeness of my representations.
Self-certification is preliminary only. Before I may participate in any offering by FLIHI, I will be required to complete a formal third-party accredited-investor verification process, which may require me to provide tax returns, brokerage statements, professional licensure information, a letter from a registered broker-dealer, investment adviser, licensed attorney, or certified public accountant, or to use a third-party verification service designated by FLIHI.
No offer of securities is being made on the website or in the Investor Materials. Any offering of securities by FLIHI, if and when made, will be made only through definitive offering documents (including a private placement memorandum, subscription agreement, and related materials) provided directly to me by FLIHI, and only if I have been verified as an accredited investor in accordance with Rule 506(c).
I am acquiring access to Investor Materials for my own evaluation only. I will not redistribute, share, copy, screenshot, post, or otherwise disclose the Investor Materials to any third party except as expressly permitted by the click-wrap non-disclosure agreement.
No advice. Nothing in the Investor Materials constitutes legal, tax, accounting, financial, investment, or other professional advice. I will consult my own advisors before making any investment decision.
Forward-looking statements. The Investor Materials may contain forward-looking statements regarding FLIHI’s plans, strategies, expectations, projections, market opportunities, ICANN application outcomes, regulatory milestones, and financial performance. These statements are based on current assumptions and expectations and are subject to significant risks and uncertainties. Actual results may differ materially. I have read and understood the Important Disclosures page.
High-risk investment. Investments in early-stage private companies — and in any potential FLIHI offering — involve a high degree of risk, including the risk of loss of all invested capital. The securities, if and when offered, will be illiquid, may be subject to transfer restrictions, and may have no public market. There is no guarantee that FLIHI will succeed in its ICANN application, in any subsequent gTLD operation, or in any other aspect of its business plan.
Truthful representations. I represent that all information I have provided is true, complete, and accurate. I will promptly notify FLIHI in writing if any of my representations becomes inaccurate before the closing of any offering. FLIHI may rely on these representations and acknowledgments without further inquiry.
No relationship; no obligation. My access to Investor Materials does not create any agency, fiduciary, joint-venture, employment, or partnership relationship with FLIHI. FLIHI is under no obligation to make an offering available to me, to grant me an allocation, or to accept any subscription from me, and FLIHI reserves the right to terminate my access at any time, in its sole discretion.
Jurisdiction. I am located in the United States and am not accessing Investor Materials from any jurisdiction in which such access or any subsequent offering would be unlawful.
Penalty of misrepresentation. I understand that knowingly making a false representation about my accredited-investor status, or otherwise providing false information to FLIHI, may constitute fraud and may subject me to civil and criminal liability under federal and state law.
Electronic acceptance
By submitting the FLIHI investor request form with the acceptance checkbox marked, I confirm that I have had a reasonable opportunity to read these Representations and Acknowledgments, that each of them is true and accurate as to me, that I am at least 18 years old, and that I have the legal capacity (and, if submitting on behalf of an entity, the legal authority) to make these representations on behalf of the named recipient. My submission constitutes my binding electronic signature under the E-SIGN Act and applicable state law.
I will promptly notify FLIHI in writing if any of these representations becomes inaccurate before any closing of any offering by FLIHI.