Halcium Energy

Any valuation at this stage is difficult to assess and may be significantly inaccurate. The valuation for the offering was established by the Company. Unlike publicly listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups and pre-commercial enterprises, such as the Company, is difficult to assess and you may risk overpaying for your investment.  Any projections or forward-looking statements regarding our anticipated financial or operational performance are hypothetical only and are based on management's estimate of the likely results of our operations and will not have been reviewed by our independent accountants. These projections will be based on assumptions which management believes are reasonable, but which may be largely inaccurate. Some assumptions invariably will not materialize exactly as predicted (or at all) due to various reasons, such as unanticipated events and circumstances.  Therefore, actual results of operations are virtually certain to vary from such projections, and such variances may be material. Any projected results cannot be guaranteed.

Our status as an early-stage company, attempting to develop new technology, gives rise to a wide array of significant risks and uncertainties.  As an early-stage entity developing new technology, the Company may encounter significant difficulties such as unanticipated problems related to the development and testing of its product, initial and continuing regulatory compliance (which may prove burdensome for the Company given its size or for other reasons), inventory acquisition or production (or costs related thereto), and competitive and regulatory environments in which the Company intends to operate. It is uncertain at this state of its development if the Company will be able to effectively resolve any such problems, should they occur. If the Company cannot resolve an unanticipated problem, it may be forced to modify or abandon its business plan. Our current and proposed operations are subject to all business risks associated with new enterprises. These include, but are not limited to, fluctuations in operating results as the Company reacts to developments in its market, managing its growth and the entry of competitors into the market. We have never turned a profit, and there is no assurance that we will become profitable or generate sufficient revenues (or that losses will be limited) in any way.

Our business and financial projections are only projections and may be inaccurate.  There can be no assurance that the Company will meet its projections. There can be no assurance that the Company will be able to find sufficient demand for our final product once that product is completed and that people will consider it to be a better option than a competing product, or that the development of the product will succeed.

The anticipated costs of production are based on early forecasts, which may turn out to be significantly inaccurate, threatening the feasibility of generating profits.  As mentioned above, the Company’s technology is still very early stage.  Thus, there is substantial likelihood that costs of production will exceed expectations.  Costs of production or inventory acquisition might be or become high enough to prevent the Company from being able to produce the product at a low enough cost that would the Company to generate any profits of any kind.

There is a risk of slow market adoption of the Company’s technology. As the Company’s technology is very early stage, it is possible that the prospective customer base turns out to be slower to adopt new technologies (such as the Company’s) than is expected by the Company, potentially causing the Company to be unsuccessful operationally, either initially or altogether.

Planned manufacturing techniques may prove inadequate.  The company currently expects to use certain manufacturing strategies and techniques, potentially including just-in-time manufacturing within (or near) various nations or other markets where products are expected to be sold, to hopefully reduce or otherwise manage costs and risks (e.g. tariffs, shipping/customs delays) often experienced by businesses that focus all production in a single, central location that serves all markets.  These strategies and techniques may prove, in fact, to be unsuccessful in reducing or managing any costs or risks and/or to not be viable in certain (or any) markets.

The Company will likely need to raise additional funds at some point, and if the Company cannot raise sufficient funds it will not succeed.  Even if the maximum amount of this offering is raised, the Company may (and is likely to) need additional funds in the future in order to grow, and if it cannot raise those funds for whatever reason, including reasons relating to the Company itself or the broader economy, it may not survive. If the Company manages to raise only the minimum amount (or target) of funds sought in this offering (“Minimum Funding Target”), it will have to find other sources of funding for some of the plans outlined in this Form C.  It is expected that if we reach only our Minimum Funding Target in this offering, we will need to raise additional funds in order to complete our acquisition of our desired initial batch of inventory.  We may be unable to raise such additional funds.  Furthermore, our determination as to the expected costs for completing such initial inventory acquisition, and what would constitute the minimum viable quantity of such initial inventory for us, are based only on estimates which may prove to be materially inaccurate.  If the Company obtains debt financing in the future, the terms of such debt (including, but not limited to, the interest rate) may prove burdensome to the Company.

Management has broad discretion as to use of proceeds and may fail to make allocation decisions that achieve success. Our success will be substantially dependent upon the discretion and judgment of our management team with respect to the application and allocation of the proceeds of this Offering. The use of proceeds described herein is merely an estimate based on our current business plan. We, however, may find it necessary or advisable to re-allocate portions of the net proceeds reserved for one category to another, and we will have broad discretion in doing so.

Certification risks apply. Anticipated components of our products may require certification (for example, UL certification) for installation in various markets—this could be regional or specific to the product type. It is possible that our products do not gain UL certification (if applicable, or any other certification that is required under applicable law to use or install), which could harm our operational and financial performance.

It is possible that the Securities may never become convertible or that a liquidity event (such as an acquisition of the Company) may never occur. It is possible that the Securities may never become convertible.  For example, the Company may never sponsor an equity offering that involves preferred stock or actually receive any sought-after equity funding.  In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. 

The Securities are subject to numerous restrictions and limitations and could prove to be totally illiquid.  The Securities are subject to numerous transfer restrictions (both by the SEC and pursuant to the terms of the SAFEs themselves) and will likely be highly illiquid, with no currently established secondary market on which to sell them, and this is likely to be the case for some significant amount of time and potentially forever. The Securities, being SAFEs, are not equity interests, have no ownership rights, have no rights to the Company's assets or profits and have no voting rights or ability to direct the Company or its actions.

The Company’s success is tied to intellectual property rights, and it faces material risks related to intellectual property.  There is/are patent(s) pending with the U.S. PTO in relation to the Company’s technology; the rights to such patent(s) are held by an affiliate entity of the Company (the “Related Party IP Owner”), and not by the Company directly.  Therefore, the Company will not have direct control over all patent-related rights in connection with its business.  It may be difficult or impossible for the Related Party IP Owner to obtain approval of such patent(s) pending.  Such patent right(s) (and any other intellectual property rights) may be difficult or impossible to obtain and/or protect in various markets which we decide to enter.  The Company's intellectual property (such as patents, trademarks, copyrights (if any), internet domain names, and trade secrets (if any) may not be (or ever become) registered with the proper authorities.  If the Company becomes involved in any litigation or dispute as to any matter related to intellectual property, it could be or become very expensive and harm the Company’s financial results.

Our trademarks, copyrights (if any) and other intellectual property could be unenforceable or ineffective.  Intellectual property is a complex field of law in which few things are certain. It is possible that competitors will be able to design or brand around our intellectual property, find prior art (or other legal arguments) to invalidate it (as applicable) or render any patent, trademark or other intellectual property rights we may obtain unenforceable or ineffective through some other mechanism. This could also impair the Company's ability to compete in the marketplace.