Disclaimer

Welcome to AseaCapitalGroup.com (the “Website”).

Asea Capital Group
Last Updated: December 2025

PLEASE READ THIS DISCLAIMER CAREFULLY BEFORE USING THIS WEBSITE OR ENGAGING OUR SERVICES.

This Disclaimer governs your use of the AseaCapitalGroup.com website (the “Website”) operated by Asea Capital Group, LLC (“Asea Capital Group,” “we,” “us,” or “our”). By accessing or using this Website, you acknowledge and agree to the terms of this Disclaimer. If you do not agree with any part of this Disclaimer, you should not use this Website or rely on any information contained herein.

1. No Legal Advice or Attorney-Client Relationship
WE ARE NOT A LAW FIRM AND DO NOT PROVIDE LEGAL ADVICE.

Asea Capital Group is a business consulting firm, not a law firm. Nothing on this Website or in any communication from us constitutes legal advice, legal opinions, or legal representation. No attorney-client relationship is created by your use of this Website or by engaging our consulting services.
While we work closely with independent securities attorneys as part of our integrated service model, we do not practice law ourselves. Any legal work is performed by licensed attorneys who are independent contractors, not employees of Asea Capital Group. The attorney-client relationship, if any, exists solely between you and those independent attorneys, governed by their own engagement agreements.

Important: You should not rely on any information on this Website as a substitute for professional legal advice. Securities laws are complex and vary by jurisdiction. You must consult with your own qualified legal counsel regarding:

• Compliance with federal and state securities regulations
• Applicability of Regulation D and Rule 506(c) to your specific situation
• Corporate governance and organizational documents
• Contract negotiations and legal agreements
• Any other legal matters affecting your business

We strongly recommend that you retain qualified legal counsel before making any legal or regulatory decisions affecting your business.

2. No Securities Brokerage or Dealer Services
WE ARE NOT A REGISTERED BROKER-DEALER.

Asea Capital Group is not registered as a broker-dealer with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any state securities regulator. We do not:

• Sell, offer to sell, or solicit offers to buy securities
• Facilitate securities transactions
• Receive transaction-based compensation or commissions on securities sales
• Act as an intermediary between issuers and investors
• Provide brokerage, dealer, or placement agent services
• Match investors with investment opportunities

Our services are strictly consultative and advisory in nature. We provide strategic guidance and preparation services to help companies become ready for capital formation activities. We do not engage in the offer or sale of securities. Any capital raising activities you undertake must be conducted in accordance with applicable securities laws and, if required, through properly registered broker-dealers or under applicable exemptions.

3. No Investment Advice or Recommendations
WE DO NOT PROVIDE INVESTMENT ADVICE.

Asea Capital Group is not a registered investment adviser and does not provide investment advice or recommendations. We do not:

• Recommend whether any person should invest in any particular security
• Advise on the value of securities or the advisability of investing in, purchasing, or selling securities
• Manage investment portfolios or provide portfolio management services
• Provide personalized investment strategies or asset allocation guidance
• Make buy, sell, or hold recommendations regarding any investment

Our consulting services focus on helping companies prepare for capital formation activities from the issuer’s perspective, not providing investment guidance to potential investors. Any information about capital markets, securities regulations, or business strategy is provided for general educational purposes only and should not be construed as investment advice or recommendations.

4. General Information Only

The information provided on this Website is for general informational and educational purposes only. It is not intended to address your particular circumstances, business needs, or specific situation. While we strive to provide accurate and current information, we make no representations, warranties, or guarantees regarding:

• The accuracy, completeness, or timeliness of any information
• The suitability of information for your particular needs
• The reliability or applicability of information to your jurisdiction
• The absence of errors, omissions, or outdated content

Laws, regulations, and market conditions change frequently. Information that was accurate when published may become outdated or incomplete. You should not rely solely on information from this Website for making business or financial decisions. Always verify information independently and consult with qualified professionals.

5. No Guarantees or Warranties Regarding Outcomes

WE DO NOT GUARANTEE SUCCESS IN CAPITAL RAISING OR ANY OTHER BUSINESS OUTCOMES.

While our consulting services are designed to help prepare your company for capital formation activities under Rule 506(c), we make no guarantees, promises, or warranties regarding:

• Your ability to successfully raise capital
• The amount of capital you will be able to raise
• The timeline for completing a capital raise
• Investor interest in your offering
• Regulatory approval or compliance determinations
• Market conditions or investor sentiment
• Business success or profitability
• Any specific financial or business results

Success in raising capital depends on numerous factors beyond our control, including but not limited to:

• The strength and viability of your business model
• Market conditions and economic factors
• Investor appetite for your industry or sector
• Management team experience and credibility
• Competitive landscape and market positioning
• Your execution of the capital raising process

Our services are designed to improve your preparedness and positioning, but we cannot control these external factors. You acknowledge that engaging our services does not ensure any particular outcome.

6. Forward-Looking Statements and Projections

This Website and our consulting services may include forward-looking statements, projections, estimates, or hypothetical scenarios regarding future events, market conditions, business performance, or regulatory developments. These forward-looking statements are based on current assumptions, available information, and professional judgment, but are inherently uncertain and subject to numerous risks and variables.

Forward-looking statements are not guarantees of future results. Actual results, performance, or outcomes may differ materially from any projections or statements due to:

• Changes in economic, business, competitive, technological, or regulatory conditions
• Unforeseen market disruptions or industry developments
• Changes in laws or interpretations of securities regulations
• Inaccuracies in assumptions or data used for projections
• Factors beyond anyone’s reasonable prediction or control

We undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances that occur after they are made. You should not place undue reliance on forward-looking statements or projections.

7. Past Performance Not Indicative of Future Results

Any references on this Website to past client experiences, successful capital raises, or other historical outcomes are provided for illustrative purposes only and should not be construed as a promise, guarantee, or indication of future results.
Every company’s situation is unique. Factors that contributed to success in one case may not be present in another. What worked for a previous client may not work for your company. Market conditions, regulatory environments, and business circumstances change constantly. You should not assume that your results will be similar to any examples, testimonials, or case studies mentioned.

8. Your Responsibility for Decision Making
YOU ARE SOLELY RESPONSIBLE FOR YOUR BUSINESS DECISIONS.

While we provide strategic guidance, analysis, and recommendations as part of our consulting services, the ultimate decisions regarding your business, capital structure, securities offerings, and all related matters rest entirely with you and your management team.

You acknowledge and agree that:

• You will conduct your own due diligence and independent investigation
• You will consult with your own legal, accounting, tax, and other professional advisors
• You will not rely solely on our recommendations without independent verification
• You understand the risks involved in capital raising and securities transactions
• You accept full responsibility for the consequences of your business decisions

We provide advisory services to help inform your decision-making process, but we do not make decisions on your behalf. The responsibility for business outcomes rests with you.

9. Third-Party Information and Links

This Website may contain information obtained from third-party sources or links to third-party websites. We do not independently verify, endorse, or assume responsibility for:

• The accuracy, completeness, or reliability of third-party information
• The content, privacy practices, or terms of use of third-party websites
• The products, services, or representations of third parties
• Any errors, omissions, or misleading information from external sources

Links to third-party websites are provided for convenience only. The inclusion of any link does not imply endorsement, affiliation, sponsorship, or recommendation. We are not responsible for the availability, content, or practices of linked websites. When you access third-party sites, you do so at your own risk and subject to their terms and policies.
If you choose to rely on information from third-party sources referenced on our Website, you do so at your own risk and should independently verify such information.

10. No Endorsement of Third Parties

While our service model includes coordination with independent securities attorneys and potentially other professionals, any mention of or reference to such third parties does not constitute an endorsement, recommendation, or guarantee of their services, qualifications, or performance.

You are responsible for conducting your own due diligence on any attorneys, accountants, consultants, or other professionals you choose to engage. We are not liable for the acts, omissions, errors, or professional malpractice of any third parties, even if we facilitated the introduction or coordination.

11. Jurisdictional Variations and Compliance

Securities laws, business regulations, and compliance requirements vary significantly by jurisdiction. While our expertise includes federal securities regulations and Rule 506(c) offerings, we cannot guarantee that information or strategies discussed are appropriate for all jurisdictions or comply with all applicable state, local, or international laws.

State Securities Laws: Rule 506(c) offerings preempt certain state securities registration requirements, but states may still impose notice filing requirements, filing fees, and anti-fraud provisions. You are responsible for ensuring compliance with applicable state securities laws (“Blue Sky Laws”) in states where you offer or sell securities.

International Considerations: If you plan to offer securities to investors outside the United States, you must comply with the securities laws of those jurisdictions. Our services focus primarily on U.S. federal securities regulations. International offerings may require additional legal counsel and compliance measures.

12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASEA CAPITAL GROUP, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM:

• Your use of or reliance on information from this Website
• Decisions made based on information from this Website
• Errors, omissions, or inaccuracies in Website content
• Failure to achieve desired business or capital raising outcomes
• Third-party information, services, or websites
• Any other matter relating to this Website or its content

This limitation applies to all claims, whether based on contract, tort, negligence, strict liability, or any other legal theory, and regardless of whether we were advised of the possibility of such damages. For detailed liability limitations regarding our consulting services, please refer to our Terms of Use.

13. No Offer or Solicitation

Nothing on this Website constitutes an offer to sell or a solicitation of an offer to buy any security or investment. We do not offer securities for sale. References to securities, offerings, or capital raising activities are for informational purposes only and relate to our consulting services, not to actual securities offerings.
If you are seeking investment opportunities, this is not the appropriate place. Our services are provided to companies seeking to raise capital (issuers), not to individuals seeking to invest capital (investors).

14. Professional Advice Recommended
ALWAYS CONSULT QUALIFIED PROFESSIONALS.

Before making any significant business decision, engaging in securities offerings, or taking any action that could have legal, financial, or tax consequences, you should consult with:

• Licensed Securities Attorneys: For legal advice regarding securities regulations, offering documents, and compliance matters
• Certified Public Accountants (CPAs): For financial reporting, tax implications, and accounting matters
• Tax Advisors: For federal, state, and local tax consequences
• Financial Advisors: For capital structure and financial planning guidance
• Other Specialists: As appropriate for your specific situation and industry

Our consulting services complement but do not replace the need for qualified professional advisors in specialized areas.

15. Website Content May Become Outdated

We strive to keep the information on this Website current and accurate, but we do not guarantee that all content is up-to-date. Securities laws, regulatory guidance, market practices, and our own service offerings may change over time.
Content on this Website may not reflect the most recent legal or regulatory developments. We reserve the right to update, modify, or remove content at any time without notice. We do not undertake any obligation to update past content to reflect current conditions.

16. Consulting Services Subject to Separate Agreement

This Website provides general information about our services, but viewing this Website does not create a consulting relationship. Our professional consulting services are provided only pursuant to a written consulting agreement that specifies the scope of services, deliverables, fees, and other terms.
If there is any conflict between this Disclaimer and the terms of a signed consulting agreement, the consulting agreement shall control with respect to the services provided under that agreement.

17. Changes to This Disclaimer

We may revise this Disclaimer at any time by updating this page. We will indicate material changes by updating the “Last Updated” date at the top of this Disclaimer. Your continued use of the Website after changes are posted constitutes your acceptance of the revised Disclaimer.

We encourage you to review this Disclaimer periodically to stay informed of any updates.

18. Contact Information

If you have questions about this Disclaimer or need clarification regarding the scope of our services, please contact us:

Asea Capital Group, LLC
1000 Brickell Avenue, Suite 715
Miami, Florida 33131
Email: Info@AseaCapitalGroup.com
Phone: 1-866-888-2732

By using this website, you acknowledge that you have read, understood, and agree to be bound by this disclaimer. If you do not agree, you must not use this website.