Important Investment Risk Factors
⚠️ CRITICAL WARNING: An investment in RSAAID Holdings Corp. and its subsidiaries involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information in our offering materials, before making an investment decision. The risks described below are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also impair our business operations.
You could lose your entire investment. There is no guarantee of any return on your investment, and you should not invest unless you can afford to lose your entire investment.
There is currently no public market for our securities, and we do not expect one to develop. You may not be able to sell your securities when you want to or at a price you find acceptable. The securities are subject to restrictions on transfer and resale and may not be transferred or resold except in compliance with federal and state securities laws.
We have not guaranteed any specific returns or profits from your investment. Any projections or forward-looking statements regarding expected returns are based on numerous assumptions and are subject to significant uncertainties. Actual results may differ materially from projected results.
Future financing rounds may result in dilution of your ownership percentage. We may need to raise additional capital in the future, and any such financing may be on terms that are not favorable to existing investors.
RSAAID Holdings Corp. and its subsidiaries (RSAAIDrive, NurseFlows AI, and Dreamyne AI) are early-stage companies with limited operating history. We have not yet achieved profitability and may never achieve or sustain profitability. Our business model is unproven and subject to change.
Each of our verticals operates in highly competitive markets:
We may not be able to compete successfully, which could harm our business and prospects.
Our business depends on successfully developing and deploying sophisticated technology platforms. We face risks including:
Our businesses are subject to extensive regulation:
Changes in laws or regulations, or failure to comply with existing regulations, could materially harm our business.
Our success depends on our ability to attract and retain customers. We may face challenges including:
We depend on the continued services of key personnel, including our founder and CEO, Curtis Chantha. Loss of key personnel could harm our business. We also face challenges in recruiting and retaining qualified employees in competitive labor markets.
We may require substantial additional capital to fund our operations, expand our business, and develop our technology platforms. We may not be able to obtain financing on acceptable terms, or at all. Failure to secure adequate financing would limit our growth and could threaten our ability to continue operations.
We have incurred operating losses since inception and expect to continue to incur losses for the foreseeable future. We may never achieve or maintain profitability.
Management has broad discretion over the use of proceeds from this offering. We may use proceeds in ways with which you may not agree or in ways that may not yield a favorable return.
The valuation of our company is not based on established valuation methodologies and may not reflect the actual value of the business. There is no assurance that the valuation is accurate or that you will realize a return on your investment.
The tax treatment of an investment in our securities is uncertain. You should consult your tax advisor regarding the federal, state, local, and foreign tax consequences of investing in our securities.
Your ability to deduct losses may be limited by passive activity loss rules under federal and state tax laws.
RSAAID Holdings Corp. is a holding company with no independent operations. Our ability to pay dividends or make distributions depends entirely on the performance of our subsidiaries. As an investor in the holding company, your investment is structurally subordinated to all liabilities of our subsidiaries.
Poor performance or failure of one vertical could negatively impact the entire organization through:
Our offering materials contain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts are forward-looking statements, including statements regarding:
These forward-looking statements are based on our current expectations and beliefs and are subject to significant risks and uncertainties. Actual results may differ materially from those projected in forward-looking statements.
IMPORTANT NOTICE: This list of risk factors does not purport to be a complete enumeration or explanation of all risks involved in an investment in our securities. Prospective investors should read all of our offering materials carefully and should consult with their own legal, tax, and financial advisors before deciding whether to invest.
Last Updated: February 28, 2026