Intellectual property — It can take several years for the USPTO to approve the patent. Our three tier value proposition is tied to this patent. During this time, the USPTO might revert with further questions regarding enforceability. The patent submission also builds from the original provisional patent and a full patent search of other companies with competing submissions. We have developed a very unique and specific submission building from this data, and the USPTO might also have further questions regarding our approach. 

User growth — Student Ambassadors are just that, students. Competing priorities from school might hinder their ability to deliver the per hour new user growth we expect. Viral growth also is important for long-term acquisition cost to go down. Students might have a conservative perspective of deal oriented promotions, which may have an impact on the number of students exposed to the app via sharing from their friends.

User engagement — Student users might not use all three tiers of the process. This might have an impact on the planned ARPU. Students also might not utilize deals at the frequency we expect, further impacting ARPU. Lastly, being notified of deals via social media, notifications and emails at the frequency being planned might dissuade students from using the app, vs exciting them of the value being provided.

Vendor relationships — New user growth and/or engagement might not suffice to keep vendors interested in the app. Also, the vendors might not react favorably to the revenue approach we’ve planned. The types of deals they want to put on the app, because of desired financial margins, might compete with student desires of more flexible options. Lastly, a subscription model of monthly spend might be less attractive than purely transactional relationships.

Product design — The user interface especially as relates to sharing might be difficult for students to engage with. The app might not provide enough incentive for students to open and use on a repeated basis. Not having Android developed on time could impact planned growth given it represents a majority of market share of devices at US schools. Relying on text as a medium to share might be too limiting, given that students utilize multiple other social networks to communicate with their peers. Migrating current users to expected future versions of the app on our planned roadmap may result in the loss of some of those users.

Finances — Revenue growth might take longer than planned, further affecting the ability of the company to invest in accelerating growth. Lastly, unplanned expenses, such as the need to further enhance product features, or negotiate with the USPTO might further reduce the capacity of the company to invest in growth.

The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. 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 have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities 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.

We are reliant on a small management team, our future success depends on the efforts of key personnel. The loss of services of any key personnel may have an adverse effect on us. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.

We are reliant on student ambassadors, as such there is potential liability which we have to guard against.

At a future date we will have to amend the Certificate of Incorporation for the authorization and creation of Preferred Stock. Investors, investing in a SAFE agreement must be aware of this. 

The majority of the Common Stock is held by the founders, as such they have the majority voting rights and will determine the direction of the company.