The issuance of the Hesman NFTs, if any, will be exempt from the registration requirements of the Securities Act pursuant to Rule 506(c) of Regulation D and Regulation S, or under the Securities Act or another available exemption. Hesman Studio Pte. Ltd. (the “Issuer”) will not be registered as an investment company under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”). Consequently, acquirers are advised that they will not be afforded any of the protections of the Investment Company Act. The Hesman NFTs described in this Subscription are subject to legal and contractual restrictions on transferability and resale.
Accordingly, Hesman NFTs may not be offered or sold, directly or indirectly, and neither this document nor any other offering material or advertisements in connection with Hesman NFTs may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.
This is not a prospectus and does not purport to contain all information an acquirer may require to form an acquisition decision. It is not intended to be relied upon solely in relation to, and must not be taken solely as the basis for, a acquisition decision. Qualified prospective investors should not construe the contents of herein as legal, investment, tax or other advice. Each qualified prospective acquirers must rely upon his or her own representatives, including his or her own legal counsel, investment bankers, financial advisors and accountants, as to legal, economic, tax and related aspects of the offer described herein and as to its suitability for such investor.
This offering is limited solely to accredited investors (as defined in Regulation D under the Securities Act) and in offshore transactions (as defined in Regulation S under the Securities Act) to non-U.S. persons (as defined in Regulation S under the Securities Act) who are not obtaining for the account or benefit of a U.S. person. Only persons of adequate financial means who have no need for liquidity with respect to this investment should consider purchasing the Hesman NFTs since (i) an investment in Hesman NFTs involves a number of significant risks, (ii) the Hesman NFTs may never be issued; and (iii) no market for the Hesman NFTs exists, and a market for Hesman NFTs may never develop.