Roam

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Roam Research is a platform for creating, collecting, combining and publishing hypermedia objects. These objects are created using familiar and intuitive methods - like writing notes in a document, or moving Bullet points in an outliner - or drawing lines across a page.

Unlike systems for personal or organizational knowledge management that came before - Roam does not require that the user know how their ideas, images, clippings, tasks, journal entries, or other bits of information must be organized at the point of capture, or for the user to choose a single organizational scheme - like a directory of folders.

Instead the structure of Roam mimics the human mind, by allowing for associative trails, overlapping categories, and other higher order relational structures - to expose the end user, and developers of extensions, access to a powerful graph database and a programming and modeling language designed specifically for creating interactive maps of the user's knowledge and life.

In 2020 Roam was named a finalist for product of the year Product hunt - losing to Clubhouse, which has reportedly raised their latest round at a 4B valuation. Roam spent multiple years bootstrapping with grants and contracts from the AI Safety research community to get to this point - today it is used as a personal knowledge management system (a second brain) by users that include some of the most successful investors and entrepreneurs in the world to small businesses owners and retail investors just starting out, from scientists at the edge of their field, to pre-teens organizing the notes for their zoom classes. Muslims, Mormons, Jews, Christians, and Buddhist Monks use Roam for studying and analyzing the sacred texts, planning sermons, or just keeping track of their meeting notes and shopping lists. And despite Roam provides only a limited set of social and knowledge network features today, Startups and executive teams are using it for organizing their collective ideas, and groups of strangers are meeting with dozens, in some cases hundreds of other Roam users for building shared graphs in Roam driven Book Clubs.

Reasons not to invest

Roam currently holds, and intends to remain holding a portion of the company treasury in cryptocurrency — Roam also anticipates capital investments in the next 1-5 years which are not traditional for a software startup and may require substantial portions of our treasury or call for further capital raises, and has have actively investigated the purchase of distressed university campuses, large tracts of vacant land, and substantial single and multi-family homes, with the aim of providing meeting points for in-person collaboration for the team and community, and exploring the potential for in-person Roam campus for self-directed researchers to collaborate in an environment with minimal expenditures. Roam does not anticipate these physical locations to serve as a profit center, and plans to apportion some funding for them from their R&D budget.

Roam has, and expects to continue to provide seed funding and research grants to independent researchers or teams who they believe have a chance of assisting them in making progress towards their goal of augmenting the human intellect, (whether they work directly in the roam ecosystem or not) and designing systems for collective intelligence. At this point, they consider such grants and investments to be a “loss leader” and a portion of their R&D budget.

Milestones

Roam Research, Inc. was incorporated in the State of Delaware in June 2017.

Since then, they have:

• Raised $9M seed round at a $200M valuation.
• Investors incl. Stripe co-founders, Coinbase's former CTO, Uber investor Tim Ferriss, True Ventures.
• Co-founder White-Sullivan sold his website Localocracy to AOL in 2011.
• 37,000+ followers on Twitter. Strong community. Trending #RoamCult hashtag.
• Collaboration tools boast high valuations amid pandemic (i.e. Notion raised another $50M this year).

Historical Results of Operations

Our company was organized in June 2017 and has limited operations upon which prospective investors may base an evaluation of its performance.

• Revenues & Gross Margin. For the period ended December 31, 2019, the Company had revenues of $72,500 compared to the year ended December 31, 2018, when the Company had revenues of $30,300. Our gross margin was 100.0% in fiscal year 2019, compared to 100.0% in 2018.
• Assets. As of December 31, 2019, the Company had total assets of $989,505, including $940,739 in cash. As of December 31, 2018, the Company had $18,030 in total assets, including $6,627 in cash.
• Net Income. The Company has had net income of $33,659 and net losses of $1,142 for the fiscal years ended December 31, 2019 and December 31, 2018, respectively.
• Liabilities. The Company's liabilities totaled $9,016 for the fiscal year ended December 31, 2019 and $1,200 for the fiscal year ended December 31, 2018.

Liquidity & Capital Resources

To-date, the company has been financed with $3,215,190 in SAFEs and $9,000,000 in equity.

Roam will use the proceeds as set forth in this Form C under "Use of Funds". They don’t have any other sources of capital in the immediate future.

Roam will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. Except as otherwise described in this Form C, they do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Roam began charging for user subscriptions in 2020 and has meaningfully increased its revenues as a result. Revenues are expected to continue to grow in the future, although the exact rate of growth cannot be predicted, which depends on a variety of factors. The company purchased a property in Utah to convene team members and members of the Roam community. The company has been profitable since shortly after beginning to charge last year, raised over $11 million in 2020 and is currently profitable. Additional equity financing may be raised in the future.