Investment Banking Disclosures Huuuge Inc disclosures (Category 3)
The shares of Huuuge, Inc. are considered equity securities of a domestic issuer for purposes of Regulation S ("Regulation S") under the U.S. Securities Act of 1933 (the "Securities Act"). The shares were initially offered and sold pursuant to the exemptions provided by Category 3 of Regulation S and Rule 144A under the Securities Act ("Rule 144A"). The Huuuge, Inc. shares are therefore subject to the following restrictions:
- Offering restrictions (as defined in Regulation S) have been implemented;
- Any offer or sale, if made prior to the expiration of a one-year distribution compliance period which commenced on 23 February 2021, is made pursuant to the following conditions:
- The purchaser of the shares (other than a distributor) certifies that it is not a U.S. person or that it is a qualified institutional buyer (as defined in Rule 144A) and is not acquiring the shares for the account or benefit of any U.S. person other than a qualified institutional buyer or is a U.S. person who purchased shares in a transaction that did not otherwise require registration under the Securities Act;
- The purchaser of the shares agrees to resell such shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an another available exemption from registration; and agrees not to engage in hedging transactions with regard to such shares unless in compliance with the Securities Act;
- The shares contain a legend or other procedures are implemented to notify the broker and investor community to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration; and that hedging transactions involving those shares may not be conducted unless in compliance with the Securities Act; and
- The issuer is required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration.
Equity securities of domestic issuers are deemed to be restricted securities as defined in Rule 144 under the Securities Act. Resales of Huuuge, Inc. shares by a non-U.S. purchaser must be made in accordance with Regulation S, the registration requirements of the Securities Act or an exemption therefrom. Huuuge, Inc. shares will continue to be deemed to be restricted securities, notwithstanding that they were acquired in a resale transaction made pursuant to Regulation S.
In order to comply with the foregoing, the purchasers of the shares are required to make the representations set out in Exhibit 15 to the WSE Detailed Exchange Trading Rules. The legend applicable to trading in shares subject to aforementioned securities laws restrictions appears in Exhibit 14 to the WSE Detailed Exchange Trading Rules, a link to which appears below: