Investment Risk Disclosures

1. Purpose and limitations

This notice describes general risks relevant to enterprise investment and the projects presented on this website. It is not an exhaustive risk assessment, a suitability assessment or a substitute for project-specific disclosures and independent advice. The significance of each risk depends on the business, jurisdiction, structure and agreed participation terms.

The website provides corporate and project information; it does not provide a binding subscription or payment process. No capital is accepted through the website. Any proposed participation requires a separate assessment of the permitted structure, applicable requirements and definitive documentation. A disclaimer does not replace an authorisation or approval required for an activity or promotion.

2. Capital loss and uncertain returns

Investment may result in loss of some or all capital. Returns, distributions and an exit are not guaranteed. A commercial plan may fail even when its assumptions appeared reasonable at the time of investment. No target, strategy or association with Nexo Prime establishes capital protection.

Published funding requirements describe intended financing; they do not establish amounts raised, investor commitments, valuation, minimum subscription or expected performance.

3. Liquidity, duration and valuation

Private enterprise interests may have no active market. Transfers may be restricted, require consent or depend on finding a buyer. Capital may remain committed for longer than expected, and a planned exit may be delayed or unavailable.

Valuations may rely on assumptions, limited comparables and forecasts. The price achieved on disposal may differ materially from an indicative valuation. Holding an asset does not guarantee a ready buyer or recovery of the purchase price.

4. Development, financing and execution

Proposed businesses and facilities may face delays, cost overruns, unsuitable premises, design changes, supply constraints, recruitment difficulties or unsuccessful commercial launch. Permissions and third-party agreements may not be obtained on the expected terms or timetable.

A project may need more capital than initially planned. Further funding may be unavailable, expensive or dilutive. Debt or security arrangements may give other parties priority over equity investors. The consequences depend on the definitive capital structure; no particular debt, security or priority arrangement is established by this website.

5. Participation structure, business and governance

External capital may participate through a special purpose vehicle (SPV), project funding, a loan or another mutually agreed lawful arrangement, subject to transaction-specific review and documentation. These are possible structures, not standard products or commitments available through the website.

SPVs: a separate entity may hold an interest, assets or contractual rights, but its establishment does not by itself protect capital or guarantee effective separation of liabilities. Assess its ownership, governing documents, jurisdiction, assets, obligations, decision rights, costs and enforceability. Capital may be exposed to the SPV, the underlying project and connected counterparties.

Project funding: a project description does not establish ownership, repayment, distributions or access to assets. Review the recipient, permitted use of funds, funding conditions, staged deployment, cost overruns and what happens if the project is delayed or abandoned.

Loans: a borrower may fail to pay interest or principal, require restructuring or become insolvent. A loan is not necessarily secured or senior. The borrower, rate, maturity, repayment source, covenants, security, priority, enforcement rights and default remedies must be established in the agreement. Even valid security may be insufficient or costly to enforce.

Performance also depends on customer demand, pricing, competition, leadership, systems and delivery costs. Decision rights, reporting, conflicts, related-party transactions, fees and the company’s role require review. A sponsor, project company and participant may have different interests. Shared branding does not establish a common guarantee or liability.

Any proposed security, guarantee, preferential return or repayment priority must be expressly documented and checked for validity and enforceability. Participation through one entity does not create recourse against the company, its managers, another Nexo Prime business or a project sponsor unless a legally enforceable obligation specifically provides for it. Mandatory liabilities remain unaffected.

6. Sector risks

Education: curriculum relevance, instructor capacity, learner support, content ownership, safeguarding, technology reliability, enrolment and customer retention can affect delivery and economics. Prototype readiness does not establish learner outcomes or commercial demand.

Health: staffing, professional qualifications, operating permissions, service quality, equipment, sensitive information and changes in healthcare requirements can affect continuity and development.

Industry: equipment reliability, productive capacity, maintenance, safety, supplier dependencies, working capital and customer concentration may constrain profitability and delivery.

7. Technology and AI

Technology may fail, become obsolete or depend on third-party providers. Cybersecurity incidents, loss of access, intellectual-property disputes and changes to tool availability or pricing may disrupt operations.

AI systems can produce incorrect, biased or unsuitable outputs. Human review, appropriate instruction and effective controls remain important. A working prototype is not a guarantee of production reliability, security, regulatory compliance or commercial success.

8. Regional, currency, legal and tax risks

Cross-border activity may involve currency movements, restrictions on transfers or repatriation, political or economic change, different legal remedies and changing tax or regulatory treatment. Revenues and costs in different currencies can materially alter results.

Applicable law, required permissions, tax consequences and enforceability must be assessed for each project and participant. The company’s Dubai base and regional investment focus do not establish that every proposed activity is approved in every market.

9. Featured project status

NexoAI Academy: the company has confirmed a working digital programme prototype with 498 lessons seeded across 10 courses and 42 modules. The physical UAE flagship and broader commercial rollout remain planned. Stage 1 has an AED 30 million funding target for the UAE flagship and shared online business, with primary growth equity proposed in the project materials. Initial project funding has been secured; this does not mean that the full AED 30 million target has been raised. The target is not a statement of total capital raised or a final participation structure.

EV Motorsport Technology Park: the Indonesia project remains a proposed development linking private vehicle testing, EV engineering, industrial activity and driver development. This website does not confirm acquired land, funded construction, completed facilities, operating approvals or FIA certification.

Project timelines, allocations and development milestones are subject to further assessment and delivery conditions. Supporting documents should be checked for their date, assumptions and status before reliance.

10. Forward-looking statements and independent review

Vision 2030, development plans and future milestones express intentions or assumptions, not assurances. Actual results may differ materially. Leadership experience predating the company’s establishment in 2025 is not the company’s investment track record. No achieved AUM, portfolio return or successful exit is established by this website.

Before any commitment, review the investee, ownership, capital structure, financial information, use of funds, principal risks, governance, fees, related parties, reporting, transfer restrictions and exit assumptions. Seek independent advice appropriate to your circumstances. Request the relevant materials and raise questions through the company.

Nexo Prime Investments L.L.C-FZ
Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates
Email: elite@nexo-prime.com
Telephone: +971 56 421 0227

Before relying on a document, confirm that it is the current version and identify any qualifications or conditions. A project memorandum, indicative term sheet and final executed agreement have different purposes; none should be assumed to grant rights that its wording does not provide. An acknowledgement of this notice is not a waiver of legal rights.