Cosimo tokens have not been and will not be registered under the securities act of 1933, as amended (the “securities act”), or any other law or regulation governing the offering, sale or exchange of securities in the united states or any other jurisdiction. The offering of Cosimo tokens is being made (1) inside the united states to up to 99 “accredited investors” (as defined in section 501 of the securities act) in reliance on rule 506(c) of regulation d promulgated under the securities act who also are u.S. Persons (as defined in section 902 of regulation s promulgated under the securities act) (“u.S. Persons”) and (2) outside the united states to non-u.S. Persons (as defined in section 902 of regulation s promulgated under the securities act) (in jurisdictions where the offer and sale of Cosimo tokens is permitted under applicable law) in reliance on regulation s under the securities act and in compliance with applicable law. U.S. Persons purchasing Cosimo tokens in the united states as accredited investors will be required, except as otherwise agreed by the fund in writing, to maintain their Cosimo tokens on Cosimox.Io until the first anniversary of the issuance of their Cosimo tokens and may be required to make certain representations and undertakings to the issuer if they remove their Cosimo tokens from Cosimox.Io at any point thereafter. Additionally, they will be required to agree not to sell such Cosimo tokens to any u.S. Person unless they sell all of their Cosimo tokens to a single u.S. Person. Non-u.S. Persons purchasing Cosimo tokens will be required to maintain their Cosimo tokens on Cosimox.Io for ninety days from the issuance of their Cosimo tokens and may be required to make certain representations and undertakings to Cosimox.Io if they remove their Cosimo tokens from Cosimox.Io at any point thereafter. Additionally, they will only be entitled to resell their Cosimo tokens to other non-u.S. Persons in compliance with applicable laws in offshore transactions (as defined in rule 902 of regulation s promulgated under the securities act). The fund will not be required to, nor does it currently intend to, offer to exchange the Cosimo tokens for any securities registered under the securities act or any other law, or register the Cosimo tokens for resale under the securities act or any other law. The fund will not accept investments from any investor other than those who have been specifically approved by the issuer.
Cosimo tokens are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the securities act and applicable state securities laws pursuant to registration or exemption therefrom, and pursuant to the applicable securities laws and regulations of other relevant jurisdictions. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.
The offering of Cosimo tokens is only being made in jurisdictions where the offer and sale of Cosimo tokens is permitted under applicable law. Nothing herein constitutes an offer to sell or invitation of an offer to subscribe for interests in the fund or Cosimo tokens.
The minimum capital commitment for the purchase of Cosimo tokens is (a) for u.S. Persons or persons located in the u.S., us $200,000; and (b) for non-u.S. Persons or persons located outside of the u.S., us $10,000.
Cosimo tokens are not redeemable at the option of the holder. Prospective investors should bear in mind that past or projected performance is not necessarily indicative of future results, and there can be no assurance that Cosimo x will achieve comparable results or that targeted returns will be met.
Statements contained in herein that are not historical facts are based on current expectations, estimates, projections, opinions, and/or beliefs of Cosimo, which Cosimo believes are reasonable. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Prospective investors should not rely on these statements as if they were fact.