Risk Disclosures.
All BettorToken offerings involve substantial risk, including the risk of total loss. The honest version is below — read it before anything else.
This page consolidates the risk disclosures and legal statements that apply across the BettorToken platform and website. The definitive risk disclosures for each offering are contained in the applicable Risk Disclosure Document delivered to verified accredited individuals and institutions under an NDA. In case of any conflict between this page and the definitive offering documents, the definitive documents govern.
Substantial Risk of Total Loss
All BettorToken offerings involve substantial risk, including the risk of total loss of committed capital. Our offerings are suitable only for accredited individuals and institutional allocators who can afford to lose their full commitment without affecting their financial position or obligations. Do not commit capital you cannot afford to lose.
Past Performance
The first-year Annual Differential reflects the completed first fiscal year of SPLT platform operations (April 2025 through April 2026 reset). Past performance does not guarantee or predict future results. FY1 results were produced under the platform's earlier execution approach; BettorToken's go-forward model is executed through corporate accounts at regulated U.S. prediction-market venues, and prior results are not necessarily indicative of results under the current model. The Annual Differential could be flat or negative in any given fiscal year. Historical results are one input among many and should not be the primary basis for any allocation decision.
Fixed-Yield Note (FYN) Specific Risks
- Default risk. The FYN is a senior unsecured obligation of BettorToken Financing LLC. There is no collateral. If the Company becomes insolvent or otherwise unable to pay, holders could lose all of their principal.
- No guarantee of future payments. No FYN notes have been issued and no payment history exists; nothing guarantees future payments. The Company's ability to pay depends on ongoing operating performance, capital position, and the broader regulatory environment.
- Limited liquidity. The FYN is held to maturity. There is no secondary market. Early exit requires Company consent, which is not guaranteed.
- Concentration risk. The FYN represents exposure to a single private company in a single category. It should not constitute a meaningful percentage of any allocator's overall portfolio.
SPLT-Specific Risks
- Performance risk. SPLT is performance-linked. The Annual Differential could be flat or negative in any given fiscal year. NAV can fall below your subscription price. The first-year result does not predict any future result.
- Five-year lock-up. SPLT cannot be transferred or sold to other parties. Redemption is at NAV through the Company during annual reset windows, subject to the five-year holding period. Treat subscribed capital as illiquid for the full term.
- Legal classification risk. SPLT is structured as a non-security utility credential supported by a Legal Opinion from outside counsel. While well-supported under current law, regulatory positions can evolve. A future reclassification could materially affect the instrument or your ability to hold it.
- Platform-specific risk. SPLT performance depends entirely on BettorToken's analytical platform and operating execution. If the platform underperforms, fails, or shuts down, subscribers could lose substantial value or their full subscription.
- Substantial risk of total loss applies. SPLT is suitable only for allocators who can afford to lose their full commitment.
Net Asset Value and Valuation Risk
Net asset value, or NAV, is the price at which the Company currently values the SPLT utility credential. It is the Company's own valuation, determined under its stated methodology. It is not a market price, is not set by any exchange, auction, dealer, or independent pricing service, and does not represent a price at which any credential can be bought or sold by any person.
NAV reflects the Company's assessment of the overall success or failure of the project and of Company activities generally, including without limitation platform operations, analytical results, treasury and digital-asset positions, intellectual property, contractual and litigation matters, operating expenses, capital structure, regulatory developments, and counterparty and venue relationships. NAV is not directly tied to, and should not be read as a measure of, the performance of any individual model, strategy, trade, account, venue, or project.
NAV is subject to change at any time and may fluctuate expansively in either direction, for a wide variety of reasons, for reasons the Company does not identify or disclose, or for no articulable reason at all. Changes may be sudden and material. Prior NAV values, including any prior fiscal-year result, do not predict, indicate, or constrain future NAV values. The Company does not warrant, represent, or guarantee that NAV will appreciate, that NAV will be maintained at any level, or that any credential will have any particular value at redemption or at any other time. You may lose some or all of the amount you contribute.
Use of Funds; No Claim on Company Assets
What a purchaser receives. SPLT is a utility credential that grants the holder access to the BettorToken platform and software. A purchaser acquires that access right. A purchaser does not acquire an ownership interest in the Company, a share of any fund, a claim against any Company asset, a security interest, or any right to any specific account, position, revenue stream, or profit.
Funds become Company funds. Amounts paid for credentials become general funds of the Company upon receipt. They are not held in trust or escrow for any purchaser, are not maintained in any segregated or separately identified account for any purchaser, are not pooled or invested on any purchaser's behalf, and are not managed as a fund or on a discretionary advisory basis for any person. No separate pool of assets is maintained for the benefit of purchasers.
Sole and absolute discretion over use. The Company has sole and absolute discretion over the use of those funds and may apply them to any purpose it determines appropriate. Purchasers acknowledge and agree that funds may be used, in whole or in part, for activities that carry substantial risk of loss, including without limitation sports wagering, casino gaming, securities and derivatives trading, digital-asset trading and treasury operations, working capital, compensation, professional fees, litigation, and general corporate purposes. Those activities may be conducted through corporate accounts or through accounts held in the names of Company principals. The Company is under no obligation to apply funds in any particular manner, to preserve them, or to segregate them, and it may change its use of funds at any time without notice to or consent from any purchaser.
Credential value. Credential value is determined by the Company and reflects the Company's overall business and its use of funds. It may increase or decrease, and purchasers may lose some or all of the amount paid. The Company gives no assurance that any amount will be returned or that any credential will have any particular value at any time.
Current operating policy. The contractual discretion described above is broad. Separately, as a matter of current company policy, the Company's go-forward sports-market strategy is executed through corporate accounts at regulated U.S. prediction-market venues rather than consumer sportsbook accounts. That policy describes present practice, may change at any time, and does not limit the Company's contractual discretion.
No Secondary Market; Illiquidity
There is no secondary market for SPLT, for the Fixed-Yield Note, or for any other BettorToken instrument. No such market exists, none is expected to develop, and the Company does not intend to create, sponsor, support, make a market in, or facilitate one. The instruments are non-transferable except as expressly permitted by their definitive documentation, and any purported transfer in violation of those restrictions is void.
No person should participate in reliance on any ability to transfer, resell, pledge, or otherwise dispose of an instrument, or on the existence of liquidity of any kind. Liquidity is limited to the redemption mechanics, if any, expressly set out in the definitive documentation, subject to the lock-ups, windows, notice requirements, conditions, and Company discretion described there. You should be prepared to hold for the full term and to bear the entire economic risk of the position for its full duration.
Regulatory Posture
The BettorToken Fixed-Yield Note is not currently being offered, and no notes are outstanding. Any future offering would be made only through definitive offering documents to eligible participants. FYN has not been registered under federal or state securities laws. Accredited status is verified through an independent third-party service. Rule 144 restricted securities rules apply to the FYN; transferability is restricted and requires Company consent.
The Sports Performance Linked Token (SPLT) is structured as a non-transferable utility credential, supported by an independent Legal Opinion from outside counsel analyzing the instrument under the four-prong framework established in SEC v. W.J. Howey Co. (1946) and its progeny. SPLT is not offered as a security; the Company does not rely on a securities registration exemption for the SPLT. Allocators should form their own legal judgment and consult their own counsel.
Not Investment, Legal, or Tax Advice
Content on the BettorToken website and in our diligence materials does not constitute investment, legal, or tax advice. We do not represent that any offering is suitable for any specific allocator. Consult your own legal, tax, and financial advisors before committing capital.
Prediction-Market and Event-Contract Risk
As a matter of company policy, BettorToken's go-forward sports-market strategy is executed through corporate accounts at U.S. prediction-market venues that offer event contracts. Event contracts are subject to regulation by the U.S. Commodity Futures Trading Commission and to the rules, position limits, margin requirements, and discretionary authority of the venues on which they trade.
The regulatory treatment of sports-related event contracts is unsettled. It is the subject of ongoing rulemaking, administrative proceedings, litigation, and state-level challenge, and the outcome of those matters cannot be predicted. Adverse regulatory, judicial, or venue-level developments could restrict, suspend, or eliminate the Company's ability to execute its strategy, could affect the liquidity, availability, or pricing of the contracts it trades, and could have a material adverse effect on platform performance and on the value of the instruments described on this website.
Venue-level risk is also material. Prediction-market venues and their custodians may suspend trading, close or restrict accounts, impose limits, void transactions, or delay withdrawals in accordance with their terms. BettorToken is not registered with the U.S. Commodity Futures Trading Commission in any capacity, does not operate a prediction-market venue, does not offer event contracts, and is not a counterparty to any event contract entered into by any participant.
Jurisdictional Restrictions
Our offerings are structured for U.S. accredited individuals and U.S. institutional allocators. Non-U.S. participants may qualify in limited circumstances under applicable cross-border securities frameworks. Participants are responsible for complying with the laws and regulations of their jurisdiction of residence and citizenship.
Forward-Looking Statements
Website content and diligence materials may contain forward-looking statements about our business, strategy, and platform expectations. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially. We do not undertake to update forward-looking statements except as required by law.
No Reliance on Website Content
This website is a general informational resource. It is not offering material, it is not a substitute for the definitive documentation for any instrument, and it may contain errors, omissions, or information that has become outdated. Figures shown on this website, including platform net asset value, historical results, market data, and operational statistics, are presented as of the dates indicated and may not reflect current values at the time of viewing.
No statement appearing on this website constitutes a representation or warranty of BettorToken Holdings LLC or any affiliate. The only representations and warranties on which any person is entitled to rely are those expressly set forth in the Company's definitive documentation for the applicable instrument, including as applicable the offering memorandum, the token purchase or subscription agreement, the note purchase agreement and form of note, and any other agreement executed between that person and the Company. Those documents supersede all prior and contemporaneous statements, communications, and materials, whether appearing on this website or otherwise, and control in the event of any inconsistency.
Prospective participants should read the definitive documentation in full, together with their own legal, tax, and financial advisers, before making any decision. Nothing in this section is intended to limit any liability that cannot be limited or disclaimed under applicable law, including liability under the antifraud provisions of the U.S. federal securities laws.
Contact
Questions about these disclosures may be directed to diligence@bettortoken.com.