Summary of Principal Terms

The following is a summary of certain principal terms governing an investment in the Securities offered by the Company. This summary is not complete and is qualified in its entirety by reference to the more detailed information set forth elsewhere in this Memorandum and by the terms and conditions of the Subscription Agreement, each of which should be read carefully by any prospective Investor before investing. Prospective Investors are urged to read the entire Memorandum and seek the advice of their own counsel, tax consultants and business advisors with respect to the legal, tax, and business aspects of investing in the Securities.

The Company

Vittori Inc. (“Vittori” or the “Company”) is an early-stage automotive company focused on the design and development of ultra-low-volume, high-performance vehicles. The Company’s initial program relates to a limited-production hypercar currently under development.

Vittori was incorporated in the State of Delaware on March 6, 2024. The Company’s operations are managed from the United States, with engineering, design, and supplier engagement activities conducted in collaboration with third-party partners. 

Vittori targets ultra-high net worth individuals throughout the United States. The company's clientele—generally between 35 and 65 years of age—consists of accomplished business owners, corporate leaders, and automotive aficionados seeking exclusive, high-performing, and technologically sophisticated hypercars. The Company has not yet generated revenue from hypercar sales and faces significant competition from well-established luxury and hypercar manufacturers with substantially greater resources, brand recognition, and market presence. There is no assurance that the Company will successfully attract customers, achieve sales, or establish market acceptance for its products.

Important Note: The Company is a development-stage enterprise with no operating history in the hypercar or mobility industry, limited capital resources, and substantial uncertainty regarding its ability to complete product development or achieve commercial viability. Prospective investors should carefully review the Risk Factors section of this Memorandum.

The Company’s mission is to design and develop high-performance vehicles that incorporate advanced engineering concepts and modern manufacturing techniques, where appropriate, while maintaining a disciplined and capital-efficient execution model.

Vittori is evaluating the use of advanced materials, hybridized powertrain architectures, and additive manufacturing techniques for selected vehicle components, in collaboration with third-party suppliers and engineering partners. These technologies are being assessed for their potential benefits in areas such as weight reduction, structural performance, and design flexibility.

Vittori does not currently manufacture vehicles in-house. The Company expects to focus internally on vehicle architecture, design oversight, system integration requirements, and program management, while relying on established third-party partners for manufacturing, component supply, and regulatory compliance activities.

In addition, the Company is evaluating, at a conceptual and exploratory level, the potential application of certain engineering, design, materials, and system-integration capabilities to future mobility platforms, including vertical take-off and landing (“eVTOL”) aircraft. These activities are limited in scope, partner-led, and do not constitute a commercial product offering or a committed development program.

Any technological approaches under consideration remain subject to further engineering development, supplier capability, regulatory requirements, cost considerations, and execution risk. There can be no assurance that such technologies will be successfully implemented or result in commercially viable products.

There can be no assurance that the Company will successfully develop commercially viable products, establish manufacturing operations, secure necessary supplier partnerships, attract customers, achieve sales, or execute its business plan as described. The Company has not yet produced any hypercars for commercial sale and faces substantial technological, operational, financial, and market risks. The hypercar industry is highly competitive, with well-established manufacturers possessing significantly greater resources, technical expertise, brand recognition, and manufacturing capabilities. The Company’s ability to compete effectively is uncertain, and failure to successfully execute its business plan could result in the complete loss of investor capital.

The Company’s initial planned product is the Turbio hypercar, a low-volume hypercar currently under development.

The Turbio remains in the design, development, and integration phase. Vittori has built and publicly unveiled a running concept vehicle. This concept vehicle is not a production-ready or homologation-ready unit.

The Company's initial planned product is the Turbio hypercar, a low-volume hypercar currently under development and targeted at the direct-to-consumer market with a focus on ultra-high-net-worth individuals.

Indicative Technical Targets: The following specifications represent projected performance targets based on the current running concept vehicle and internal objectives. These figures are not guarantees and are subject to change as development, engineering validation, supplier selection, and regulatory requirements evolve. The Turbio is projected to achieve a top speed of approximately 225 mph and acceleration from 0 to 100 km/h in under 2.5 seconds. The projected total system output is approximately 1,100 horsepower with projected peak torque of approximately 800 Nm.

Powertrain (Concept Configuration): The current concept configuration features an internal combustion engine consisting of a naturally aspirated V12 engine with approximate displacement of 6.8 liters. The powertrain also includes electrification through a supplemental electric drive component in concept-stage configuration. Final powertrain architecture, component suppliers, output levels, and operating modes remain subject to further development, validation, and regulatory considerations.

Chassis and Architecture (Concept Configuration): The concept-stage design features a carbon fiber monocoque chassis with a rear-wheel drive configuration. The target curb weight is under 1,500 kg, subject to validation. Indicative dimensions (L × W × H) are approximately 4,800 × 2,000 × 1,200 mm. All structural, dimensional, and weight targets remain subject to engineering validation, compliance requirements, and final production design.

Production Status and Availability: The Turbio has not yet entered production, and no vehicles have been manufactured for commercial sale. The Company intends to pursue a limited-production program, currently planned at up to fifty (50) units, subject to successful development, certification, and market demand. There can be no assurance that deliveries will commence on the anticipated timeline or at all.

The markets in which our products are sold are highly competitive. Our products compete against similar products of many large and small companies, including well-known global competitors.

Our specific competitors include:

1. Rimac: Known for its electric hypercars, particularly the Rimac Nevera, which boasts impressive performance specs and advanced technology.
2. Lotus: With the introduction of the Evija, Lotus has entered the electric hypercar market, offering high performance and cutting-edge features.
3. Aspark: Well known for the development of the all-electric sports car Aspark Owl.
4. Bugatti: Renowned for its luxury and high-performance combustion engine hypercars, such as the Bugatti Bolide, remains a significant competitor.
5. Pagani: Famous for its bespoke, artisanal hypercars that emphasize extreme attention to detail and performance.
6. Lamborghini: Known for its high-performance supercars and hypercars, Lamborghini's hybrid models and future electric vehicle plans make it a competitor.
7. Koenigsegg: A brand that consistently pushes the boundaries of hypercar performance and technology with models like the Jesko.
8. Ferrari: With its move towards hybridization and eventual electric hypercars, Ferrari remains a strong competitor in the hypercar segment.

These competitors possess substantial competitive advantages over the Company, including decades of operating history, established global brand recognition, loyal customer bases, proven manufacturing capabilities, extensive dealer and service networks, substantial financial resources, advanced engineering expertise, and established relationships with suppliers and regulatory authorities. Many of these competitors have successfully delivered thousands of high-performance vehicles and have built reputations for quality, reliability, and performance over many years. In contrast, the Company has no operating history in the hypercar industry, has not yet produced a commercially viable vehicle, possesses limited capital resources, has no established brand recognition, and lacks proven manufacturing capabilities. The Company's ability to compete effectively against these well established manufacturers is highly uncertain, and there can be no assurance that the Company will be able to gain market acceptance or achieve any meaningful market share.

The Company does not currently own any issued patents. Vittori is in the process of filing trademark applications relating to the Company’s name and logo in relevant jurisdictions; however, all such applications are subject to review and approval by the relevant governmental authorities, and there can be no assurance that any trademarks will be successfully registered, maintained, or enforced.

In addition, the Company is in the process of evaluating and preparing design patent applications relating to certain vehicle design elements. Vittori has engaged external intellectual property counsel to advise on trademark and design patent strategy. Any design patent applications, if filed, remain subject to examination and approval, and no design patents have been issued as of the date of this Memorandum. There can be no assurance that any applications will be filed, allowed, or provide meaningful protection.

At present, the Company relies primarily on a combination of trade secrets, proprietary know-how, and contractual protections, including confidentiality and intellectual property assignment agreements with employees, advisors, consultants, and third-party partners. There can be no assurance that these measures will be sufficient to prevent unauthorized use, disclosure, or infringement of the Company’s intellectual property or that such protections will provide a competitive advantage.

FINANCIALS

The following financial information presents the historical financial position, results of operations, and cash flows of Vittori Inc. (the "Company" or "Vittori") for the periods indicated. The Company's consolidated financial statements for the period from inception (March 6, 2024) through December 31, 2024 have been audited by independent certified public accountants in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). The financial statements for the nine‑month period ended September 30, 2025 are unaudited but have been prepared on a consistent basis with the audited financial statements and in conformity with U.S. GAAP.

Prospective Investors should carefully review the financial statements and accompanying notes, which provide detailed information regarding the Company's financial condition, accounting policies, capitalization, and the assumptions underlying the presented information. Vittori is a development‑stage enterprise that has not yet commenced commercial operations, has incurred significant operating losses since inception, and has a limited operating history. As disclosed in the independent auditor's report for the year ended December 31, 2024 and in the accompanying notes to the financial statements, there is substantial doubt about the Company's ability to continue as a going concern. The unaudited financial statements as of and for the period ended September 30, 2025 likewise reflect continuing operating losses, negative cash flows from operations, and reliance on external financing.

As of December 31, 2024 (audited), the Company had total assets of $973,729, consisting primarily of cash and cash equivalents of $311,980, prepaid expenses of $646,324, and a security deposit of $15,425. The prepaid expenses primarily represented advance payments for services, including a material retainer with a third‑party design firm, a significant portion of which was subsequently refunded to the Company in January 2025 following cancellation of the engagement. The Company had minimal liabilities at that date, consisting solely of accrued payroll of $7,730, resulting in total stockholders' equity of $965,999.

Stockholders' equity as of December 31, 2024 was comprised of Class A Common Stock and Class B Common Stock at a par value of $0.001 per share, additional paid‑in capital, a small subscription receivable balance, accumulated other comprehensive loss related to foreign currency translation, and an accumulated deficit reflecting operating losses since inception. As of December 31, 2024, the Company had 8,808,070 shares of Class A Common Stock and 297,039,297 shares of Class B Common Stock issued and outstanding, following a series of stock splits and capital structure reorganizations effected during 2024.

For the nine‑month period ended September 30, 2025 (unaudited), the Company continued to operate as a pre‑revenue development‑stage business. During this period, the Company used cash to fund operating activities and continued to rely on equity financing to support its business plan. While additional capital was raised in early 2025, including approximately $575,000 in exchange for the issuance of additional shares, the Company's liquidity remains limited and dependent on the successful completion of this Offering and other future capital‑raising activities. The Company has no bank debt, and its obligations consist primarily of ordinary‑course operating liabilities.

The Company's ability to meet its obligations as they come due is dependent upon its capacity to raise additional capital and ultimately to generate sufficient cash flows from future operations. There can be no assurance that additional financing will be available on acceptable terms or at all. Investors should not assume that the historical balance sheet, which reflects minimal third‑party liabilities and no secured indebtedness, will remain unchanged as the Company scales its operations.

Assets: As of December 31, 2024 (audited), the Company held total assets of $973,729, consisting primarily of cash and cash equivalents of $311,980, prepaid expenses of $646,324, and a security deposit of $15,425. The prepaid expenses primarily represented advance payments for design and branding services provided by third-party contractors. A material portion of these prepaid expenses—approximately $570,944—was subsequently refunded to the Company in January 2025 following termination of a design firm engagement due to technical reasons. This refund materially improved the Company's liquidity position in the first quarter of 2025. The Company held no property, plant, or equipment as of December 31, 2024, as all development activities have been expensed as incurred rather than capitalized.

Liabilities: Total liabilities as of December 31, 2024 were minimal at $7,730, consisting solely of accrued payroll obligations. The Company has incurred no bank debt, equipment financing, or other third-party borrowings. All liabilities represent ordinary-course operating obligations with no secured debt or contingent liabilities of material significance. The Company's minimal debt profile reflects its reliance on equity financing rather than debt markets to fund operations.

Stockholders' Equity: Stockholders' equity totaled $965,999 as of December 31, 2024, comprised of Class A Common Stock at a par value of $8,808 and Class B Common Stock at a par value of $297,039, additional paid-in capital of $1,961,072, accumulated other comprehensive loss of $(3,697) related to foreign currency translation from the Company's international subsidiaries, and an accumulated deficit of $(1,297,210) reflecting operating losses since inception on March 6, 2024. The Company's capital structure underwent multiple reorganizations in 2024, including four separate stock splits and a class conversion, resulting in 8,808,070 shares of Class A Common Stock and 297,039,297 shares of Class B Common Stock issued and outstanding as of year-end. These capital structure changes were designed to optimize the share count and facilitate capital raising activities.

For the year ended December 31, 2024 (audited), Vittori generated no revenue as the Company had not yet commenced commercial production or sales of its hypercars. The Company's activities during the period were focused on organizational setup, engineering and design work, brand and program development, and the establishment of key relationships with suppliers and partners. Total operating expenses for 2024 were $1,297,210, consisting of research and development expenses, general and administrative costs, and professional services. Research and development expenses reflected early‑stage engineering and concept development activities, while general and administrative expenses included rent, corporate overhead, and organizational costs. Professional services primarily comprised legal, accounting, and consulting fees associated with formation, structuring, and preparation for financing activities.

The Company recorded a net loss of $(1,297,210) for the year ended December 31, 2024, with an additional other comprehensive loss of $(3,697) related to foreign exchange translation adjustments arising from its non‑U.S. variable interest entities. Accordingly, the Company's total comprehensive loss for the period from inception to December 31, 2024 was $(1,300,907). These losses are consistent with the Company's status as a development‑stage enterprise and are expected to continue for the foreseeable future as Vittori advances its vehicle development program and builds organizational infrastructure.

For the nine‑month period ended September 30, 2025 (unaudited), the Company remained pre‑revenue and continued to incur operating losses. Expenditures during this period related primarily to continued development activities, organizational and administrative expenses, and costs associated with capital raising and regulatory compliance. Management expects that operating losses and negative cash flows from operations will continue for multiple years, including after initial vehicle deliveries, as the Company scales engineering, supply chain, homologation, and customer support capabilities.

Revenue: The Company generated no revenue during 2024 as it had not yet commenced commercial operations or sales of its hypercar products. This is consistent with the Company's pre-revenue, development-stage status. All activities during the period were focused on vehicle architecture and design development, engineering validation, supply chain establishment, organizational infrastructure building, and preparation for future commercial manufacturing and sales.

Operating Expenses: Total operating expenses for the year ended December 31, 2024 were $1,297,210. Research and development expenses of $973,794 represented the Company's primary investment in hypercar development, including engineering work on the Turbio platform, concept validation, powertrain integration studies, materials evaluation, and supplier engagement for advanced manufacturing techniques. General and administrative expenses of $231,023 included rent of $17,818 for office and operational space, employee compensation, corporate overhead, and organizational setup costs related to Delaware incorporation and establishment of subsidiary entities. Professional services expenses of $92,393 comprised legal fees for corporate formation, securities law compliance, intellectual property strategy, and accounting and audit preparation services. These expense categories are typical for a development-stage automotive company establishing foundational engineering and business infrastructure prior to production commencement.

Net Loss: The Company recorded a net loss of $(1,297,210) for the year ended December 31, 2024, accompanied by other comprehensive loss of $(3,697) related to foreign exchange translation adjustments arising from Vittori SRL and Vittori UK Ltd., resulting in total comprehensive loss of $(1,300,907). These losses are consistent with management's expectations for a pre-revenue company in the advanced development phase. Management anticipates that the Company will continue to incur substantial operating losses for multiple years, including after initial hypercar deliveries, as it scales engineering, supply chain, homologation, customer support, and manufacturing capabilities.

For the year ended December 31, 2024 (audited), net cash used in operating activities totaled $(1,954,926), reflecting the Company's net loss, non‑cash foreign currency translation effects, and increases in prepaid expenses and other working capital items. The Company had no cash flows from investing activities during 2024, as it did not yet own property or equipment. Net cash provided by financing activities in 2024 was $2,266,906, all of which was derived from the issuance of common stock to investors. As a result, cash and cash equivalents increased from $0 at inception to $311,980 as of December 31, 2024.

Subsequent to year‑end, the Company received a material refund of approximately $570,944 related to a prepaid design retainer, which improved near‑term liquidity but does not alter the fundamental need for additional external financing to fund ongoing development and commercialization efforts. As of February 28, 2025, the Company had raised an additional $575,000 through the issuance of 1,180,000 shares. The Company previously conducted a Regulation CF (crowdfunding) offering of up to $5,000,000 in Class A Common Stock. From July 2025 through October 2025, the Company raised an aggregate of approximately $32,350 pursuant to the Regulation CF offering. The Company has since withdrawn and closed the Regulation CF offering and is no longer accepting investments under that exemption.

The Company anticipates that net cash used in operating activities will increase as it expands engineering, program management, homologation, supply chain, and customer‑facing functions. Management expects that the proceeds of this Offering, together with any additional capital raised through other exempt offerings, will be the primary source of funding for vehicle development, launch activities, and working capital requirements. There can be no assurance, however, that the Company will raise the Maximum Offering Amount or that the net proceeds of this Offering will be sufficient to fund the Company's operations through breakeven or profitability.

Operating Activities: Net cash used in operating activities totaled $(1,954,926) for the year ended December 31, 2024. This negative operating cash flow reflects the Company's net loss of $(1,297,210), adjusted for non-cash foreign currency translation effects, combined with increases in working capital items including prepaid expenses of $(646,324) and security deposits of $(15,425), partially offset by an increase in accrued payroll of $7,730. The Company's inability to generate positive cash flow from operations is expected to continue until commercial hypercar sales commence and scale sufficiently to cover operating expenses.

Investing Activities: The Company recorded no cash flow from investing activities during 2024. This reflects the Company's development-stage status and the fact that all capital expenditures for equipment and infrastructure to date have been minimal. As the Company progresses toward production, it may begin to incur capital expenditures for manufacturing equipment, tooling, and facilities; however, the Company does not intend to own or operate its own manufacturing facilities and instead plans to rely on third-party manufacturing partners, which may limit future capital requirements.

Financing Activities: Net cash provided by financing activities totaled $2,266,906 during 2024, derived entirely from the issuance of common stock to investors. The Company received no proceeds from debt financing, bank borrowings, or other financing sources. This reflects investor capital infusions to fund the Company's development activities. Following December 31, 2024, the Company has continued to raise capital, including approximately $575,000 in exchange for 1,180,000 shares as of February 28, 2025, and conducted a Regulation CF crowdfunding offering seeking up to $5,000,000 in Class A Common Stock.

Cash Position and Runway: Cash and cash equivalents increased from zero at inception to $311,980 as of December 31, 2024, as positive financing flows exceeded negative operating and investing flows. However, the Company's cash position remains limited relative to its operating burn rate and capital requirements. Based on the Company’s audited financial statements for the year ended December 31, 2024, the Company reported a net loss of approximately $1.3 million. Net cash used in operating activities during 2024 was approximately $2.0 million, reflecting changes in working capital, including prepaid expenses and deposits. Because operating cash usage may differ materially from accounting net loss due to timing of payments and working capital changes, investors should not rely solely on net loss as a proxy for cash runway. The Company received a $570,944 refund from a design firm retainer in January 2025, extending liquidity, but the Company remains dependent on capital raising through this Offering and other financing sources to fund ongoing operations and achievement of commercial milestones.

Vittori consolidates the financial results of Vittori SRL (Italy) and Vittori UK Ltd. (United Kingdom), which are variable interest entities ("VIEs") for which the Company is the primary beneficiary. These entities were formed in 2024 to support the Company's European engineering and manufacturing footprint. As of December 31, 2024, Vittori SRL and Vittori UK Ltd. had limited cash balances and significant intercompany funding from Vittori Inc. or its founder, resulting in negative equity positions at the subsidiary level. The activities of these entities are focused on early‑stage program development and preparation for future manufacturing and operations.

The Company expects that expenditures incurred through these VIEs will increase over time as the hypercar program progresses toward production, and additional capital may be required to fund their operations. The Company's consolidated financial statements include all assets, liabilities, revenues, and expenses of these VIEs; non‑controlling interests, if any, are not material. Investors should review the notes to the consolidated financial statements for a detailed description of the structure, risks, and implications associated with the Company's VIE relationships.

Vittori SRL (Italy): As of December 31, 2024, Vittori SRL held total assets of $25,723, consisting primarily of cash. Total liabilities were $957,810, representing intercompany funding from Vittori Inc. and the Company's CEO, resulting in negative equity of $(932,087). Vittori SRL incurred a net loss of $980,171 during 2024, reflecting its early‑stage status and focus on establishing engineering relationships and supply chain partnerships in Europe. The entity has minimal operations and serves primarily as a holding structure for the Company's Italian manufacturing hub initiative.

Vittori UK Ltd. (United Kingdom): As of December 31, 2024, Vittori UK Ltd. held total assets of $10,673, consisting primarily of cash. Total liabilities were $58,202, representing intercompany funding for operational activities, resulting in negative equity of $(47,529). Vittori UK Ltd. incurred a net loss of $48,408 during 2024. This entity supports the Company's UK regulatory and operational presence and serves as a platform for European market engagement and supplier relationships.

The accompanying audited financial statements as of and for the year ended December 31, 2024 have been prepared on a going‑concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The independent auditor's report includes an explanatory paragraph emphasizing that the Company's limited operating history, recurring losses from operations, negative cash flows from operating activities, and dependence on external financing raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

Management's plans to address these conditions include (i) raising additional capital through this Offering and other private placements; (ii) carefully managing operating expenditures and capital commitments; and (iii) transitioning from development‑stage activities to revenue‑generating operations through the eventual commercial launch of the Company's hypercars. There can be no assurance that these plans will be successful, that the Company will be able to secure sufficient capital on acceptable terms, or that the Company will achieve or sustain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company's consolidated financial statements have been prepared using the accrual method of accounting in conformity with U.S. GAAP. Preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosures. Actual results could differ materially from those estimates. Key accounting policies include the treatment of variable interest entities, foreign currency translation, recognition and amortization of prepaid expenses, classification of equity instruments, and evaluation of going concern.

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2024, the Company's cash balances were held with U.S. financial institutions and may, at times, exceed federally insured limits. The Company had no property and equipment as of December 31, 2024; all development activities to date have been expensed as incurred. The Company is taxed as a C corporation for U.S. federal and state income tax purposes and, as of the date of this Memorandum, has not generated taxable income and does not record deferred tax assets beyond any amount offset by a full valuation allowance.

The Company's 2024 consolidated financial statements were audited by Alice.CPA LLC, a New Jersey certified public accounting firm located at 229 Park Ave S, Suite 70037, New York, New York 10003-1502 (contact: Info@Alice.CPA). Alice.CPA LLC conducted the audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and issued an unqualified audit opinion with an emphasis-of-matter paragraph regarding going concern on March 11, 2025. The auditors' examination included identifying and assessing risks of material misstatement, examining evidence regarding amounts and disclosures, obtaining an understanding of internal controls relevant to the audit, evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates, and evaluating the overall presentation of the consolidated financial statements.

On January 6, 2025, the Company approved a stock split at a ratio of 1:1.309280 whereby shareholders received an additional 0.309280 shares for every share held in both Class A and Class B Common Stock. The Company also approved a change in fiscal year-end from April 30 to December 31 to align with the calendar year.

On January 30, 2025, a material refund of $570,944 was issued to the Company pertaining to prepayments made in 2024 to a designer. The refund was issued due to technical reasons, and both parties agreed to cancel the engagement and refund the unused retainer balance. This refund materially improved the Company's near‑term liquidity position.

As of February 28, 2025, the Company had raised $575,000 in exchange for the issuance of 1,180,000 shares, reflecting ongoing capital raising efforts and investor interest in the Company's hypercar development program.

The Company closed an offering under Regulation CF (the "Crowdfunded Offering") seeking up to $5,000,000 in Class A Common Stock to fund vehicle development, manufacturing hub establishment, and general working capital requirements.

Management has evaluated subsequent events through the date of this Memorandum and identified no additional material events requiring disclosure or adjustment to the financial statements.

This Memorandum does not include formal financial projections or revenue forecasts for future periods. Investors should note that the Company is in a pre-revenue, development-stage phase and that any estimates of future financial performance or cash requirements involve substantial uncertainty and risk. The Company's ability to achieve profitability depends on numerous factors beyond management's control, including successful product development, manufacturing partnerships, regulatory approval, market acceptance, and competitive pressures. Actual results may differ materially from any implied expectations. Prospective investors should not rely on any projections or forward-looking statements in making their investment decision and should review the Risk Factors section of this Memorandum for a comprehensive discussion of risks and uncertainties.

Shareholders and Board of Directors

The majority shareholders and board of directors of the Company are listed below.

Carlos Cruz is the majority shareholder. Carlos Cruz currently owns 388,907,686 shares of Common Stock which represents 95.67% of total shares outstanding as of November 30, 2025.

Carlos Cruz: Carlos Cruz is an accomplished international entrepreneur with a track record of leading multi-million-dollar companies, including as CEO of TA Fintech Inc., Technologies Holdings North America Inc., Magicstar Arrow Inc., Service Benefits LLC, and the Attix Group Corporation. He focuses on building scalable products, tightening operations, and aligning teams around clear, measurable outcomes. A master of operations, multi-channel product distribution, and marketing, Carlos has a proven ability to increase sales, grow bottom lines, and spearhead operational improvements that drive productivity and reduce costs. With a keen eye for detail and a pragmatic approach, Carlos thrives in dynamic, demanding environments. Carlos's exceptional communication skills and strong negotiation abilities have been essential in negotiations with vendors and other software developers. Carlos is responsible for leading operations and strategic direction with full responsibility for bottom-line factors, including long-range planning and global product management.

The Offering

Up to Fifty Million Dollars ($50,000,000) at $0.50 per share. If the Offering is oversubscribed, the company may accept subscriptions above $50,000,000 as it deems appropriate in its sole discretion.

The minimum investment is $10,000. The company reserves the right to accept investments that are less than the minimum investment. 

Investors who subscribe for Shares in this Offering may be eligible to receive additional Common Shares as a bonus based on their total investment amount, as follows:

Bonus Share Terms and Conditions

1. Calculation: Bonus sharesare calculated as a percentage of thetotal number of Shares purchased at theoffering price of $0.50 per share. For example, an investor purchasing $60,000 of Shares (120,000 shares) would receive an additional 18,000 bonus shares (15% of 120,000 shares).
2. Same Class: Allbonus shares issued under this programwill be Common Shares with identical rights,preferences, and restrictions as the Sharespurchased in this Offering.
3. No Additional Consideration: Bonus shares are issued without additionalconsideration from the investor.
4. Timing of Issuance:Bonus shares will be issued simultaneouslywith the underlying Shares upon acceptanceof the investor's Subscription Agreement andreceipt of funds.
5. Company Discretion: TheCompany reserves the right, in its solediscretion, to modify, suspend, or terminatethe bonus share program at any timewithout prior notice. Any modifications willnot affect bonus shares already committedto investors whose subscriptions have beenaccepted.
6. Dilution Impact: Theissuance of bonus shares will result inadditional dilution to existing shareholdersand may affect the Company's capitalizationstructure. Investors should consider this dilutionwhen evaluating their investment.
7. Tax Implications: Investorsshould consult with their tax advisorsregarding the potential tax implications ofreceiving bonus shares, as the receiptof bonus shares may constitute taxableincome.
8. Securities Law Compliance:Bonus shares are subject to the sametransfer restrictions and securities law limitationsas the underlying Shares purchased inthis Offering.
9. Fractional Shares: Ifthe bonus share calculation results infractional shares, such fractional shares willbe rounded down to the nearest wholeshare.
10. Offering-Specific Program:This bonus share program applies exclusivelyto the current offering described in thisMemorandum and does not extend to anysecurities issued in prior offerings orany future offerings the Company may conduct.
11. Documentation: Bonus shareswill be reflected in the Company’s capitalizationtable maintained by its licensed transferagent. Important Notice: The offer ofbonus shares does not guarantee any particularreturn on investment or future value ofthe securities. All securities offered, includingbonus shares, involve significant risk andmay result in total loss of investment.

Discretionary Additional Bonus Shares
In addition to the bonus shares described above, the Company reserves the right, in its sole and absolute discretion, to award additional bonus shares to any investor in this Offering on such terms and in such amounts as the Company deems appropriate. Such discretionary bonus shares, if awarded, may be based on factors including but not limited to investment timing, strategic value to the Company, investor relationships, market conditions, or other considerations determined by management to be in the best interests of the Company. The Company has no obligation to award any discretionary bonus shares and may elect to award such shares to some investors and not to others, even among investors contributing similar amounts. Any discretionary bonus shares awarded will be of the same class and have the same rights, preferences, and restrictions as the Shares purchased in this Offering and will be subject to the same transfer restrictions and securities law limitations. Investors should not rely on the possibility of receiving discretionary bonus shares when making their investment decision, as there is no guarantee that any such shares will be awarded. The determination to award discretionary bonus shares and the amount thereof shall be made by the Company in its sole discretion and shall be final and non-appealable.

Bonus Shares Impact on Effective Share Price 

The bonus share program creates substantially different effective prices per share depending on the amount invested. While the stated offering price is $1.00 per share, investors receiving bonus shares will pay a lower effective price per share after accounting for the bonus shares received. For example, an investor purchasing $25,000 of Shares (and receiving a 10% bonus) will receive 27,500 total shares for an effective price of approximately $0.91 per share, while an investor purchasing $40,000,000 of Shares (and receiving a 224% bonus) will receive 129,600,000 total shares for an effective price of approximately $0.31 per share. This means that larger investors are acquiring shares at effective prices that are substantially lower-in some cases less than one-third-of the effective prices paid by smaller investors. This differential pricing structure may create disparities in investment returns and dilution impacts among investors in this Offering, as larger investors will hold proportionally more shares relative to their capital contribution than smaller investors. Prospective investors should carefully consider how the effective price per share at their investment level compares to the effective prices available at other investment levels when evaluating this investment opportunity.

The Offering will terminate on December 31, 2026 (the "Offering Termination Date"); provided the CEO in its discretion may terminate the Offering earlier or extend the Offering Termination Date, as it deems appropriate, in its sole discretion.

The Company was originally incorporated with a single class of common stock. On April 30, 2024, the Company filed a Certificate of Amendment to its Certificate of Incorporation authorizing two classes of common stock: Class A Voting Common Stock and Class B Non-Voting Common Stock.

On August 1, 2024, the Company reorganized its capital structure by filing a further amendment to its Certificate of Incorporation. As a result, the Company’s authorized capital stock consisted of 150,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of which 45,000,000 shares were designated as Class A Common Stock and 105,000,000 shares were designated as Class B Common Stock. In connection with this reorganization, all outstanding shares of Class A Voting Common Stock were converted into shares of Class B Common Stock at a ratio of 0.40 shares of Class B Common Stock for each share of Class A Voting Common Stock, and the prior Class B Non-Voting Common Stock classification was superseded.

On August 28, 2024, the Company filed an additional amendment to its Certificate of Incorporation and effected a 1-for-1.50 forward stock split of all outstanding shares of Class B Common Stock. At such time, no shares of Class A Common Stock were outstanding.

On November 4, 2024, the Company filed an amendment to its Certificate of Incorporation to (i) increase its authorized capital stock to 500,000,000 shares of Common Stock, of which 100,000,000 shares were designated as Class A Common Stock and 400,000,000 shares were designated as Class B Common Stock, and (ii) effect a 1-for-3.29670 forward stock split of all outstanding shares of Class A Common Stock and Class B Common Stock.

On January 7, 2025, the Company filed an amendment to its Certificate of Incorporation to effect a 1-for-1.309280 forward stock split of all outstanding shares of Class A Common Stock and Class B Common Stock.

Finally, on January 16, 2026, the Company filed an amendment to its Certificate of Incorporation to increase its authorized capital stock to 600,000,000 shares of Common Stock, of which (i) 200,000,000 shares are designated as Class A Common Stock, par value $0.001 per share, and (ii) 400,000,000 shares are designated as Class B Common Stock, par value $0.001 per share.

All shares of Common Stock are identical in all respects except with respect to voting rights. Each share of Class A Common Stock is entitled to one (1) vote per share, and each share of Class B Common Stock is entitled to ten (10) votes per share.

As of the date of this Memorandum, the Company’s outstanding capital stock consists of:

As of the date of this Memorandum, the Company does not have any outstanding Options, SAFEs, Convertible Notes or Warrants. 

The above table is as of November 30, 2025.

*The Company originally issued 10,000 shares of Common Stock in March 2024. In April 2024, the Company effected a 1 for 10,000 forward stock split for all outstanding shares of Common Stock and converted them into Class A Voting Common Stock. As such, the 10,000 shares of outstanding Common Stock on the date of the forward stock split became 100,000,000 shares of Class A Voting Common Stock prior to the Company’s reorganizations noted in ** below.

** On August 1, 2024, the Company reorganized its capital structure and converted all outstanding Class A Voting Common Stock into Class B Common Stock on a 1 for 0.40 per share basis. Additionally, on August 26, 2024, the Company filed a further amendment to its Certificate of Incorporation and effected a 1 for 1.50 per share forward stock split for all outstanding Class B Common Stock. Further, on November 1, 2024, the Company filed an additional amendment to its Certificate of Incorporation and effected a 1 for 3.29670 per share forward stock split for all outstanding Class A Common Stock and Class B Common Stock. Lastly, on January 6, 2025, the Company filed another amendment to its Certificate of Incorporation and effected a 1 for 1.309280 per share forward stock split for all outstanding Class A Common Stock and Class B Common Stock. As such, as of November 30 2025, the shares issued above now represent 17,608,669 shares of Class A Common Stock and 388,907,686 shares of Class B Common Stock.

The Company has established a valuation of $200,000,000 which was determined arbitrarily by the Company's management without any independent third-party appraisal, market-based analysis, or established valuation methodology. This valuation does not reflect any arm's length negotiation, comparable company analysis, discounted cash flow analysis, or other generally accepted valuation criteria, and prospective investors should not rely on this valuation as an indication of the Company's actual worth or fair market value.

Investors should assume that the actual value of the Company and their investment may be zero or substantially less than the stated valuation. The $200,000,000 valuation is aspirational only and does not represent fair market value, liquidation value, or any other recognized measure of enterprise value.

The Company may issue additional securities from time to time until the Offering Termination Date to either existing or new investors through various offering structures and under different regulatory exemptions. Such securities may include common stock, preferred stock, convertible securities, debt securities (including promissory notes and bonds), warrants, options, or other hybrid securities as determined by the Company's Board of Directors.

The Company may conduct such offerings under various exemptions including Section 4(a)(2), Regulation D (Rule 506(b) or Rule 506(c)), Regulation A, Regulation Crowdfunding, intrastate offerings under Rule 147, employee benefit plan exemptions under Rule 701, or other available federal or state exemptions.

Such future offerings may be conducted on terms that are more or less favorable than this Offering, including different pricing, rights, and preferences. Future equity offerings may result in dilution to existing shareholders, and debt offerings may impose operational restrictions and create senior claims on Company assets. The Company may engage intermediaries and pay commissions in connection with such offerings. The timing, size, and terms of any future offerings will be determined by management and the Board of Directors in their sole discretion. 

Additionally, the Company may engage one or more broker-dealers in connection with this Offering, and such broker-dealers may offer different or better terms to certain investors, including but not limited to different pricing, bonus share percentages, or other preferential terms, at the sole discretion of the broker-dealer and the Company. 

The Shares are being sold only to "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act. In addition to qualifying as an accredited investor, each purchaser of Shares will be required to make representations relating to their investment background and sophistication, and the suitability of an investment in the Shares.

A Shareholder may not sell, assign, or transfer its Shares without the prior express written consent of the CEO (except in the case of certain estate planning transfers).

Persons interested in subscribing for Shares must complete the Subscription Agreement and execute all subscription documents. In the event an investor's subscription is accepted, the Company will require the investor to fund one hundred percent (100%) of its investment in cash at the time that the investor's subscription is accepted.

This Offering relies on the exemptive provisions of Regulation D, 506(c).

As is further discussed under "Risk Factors" below, an investment in the Company is subject to a high level of risk.

Each Eligible Investor will be required to represent in the Subscription Agreement that it is acquiring the Shares for investment and not with a view to resale, that the Eligible Investor understands that the Shares are not freely transferable and, in any event, that the Eligible Investor must bear the entire economic risk of investment in the Shares for an indefinite period of time because of the following: (i) the Shares have not been registered under the Securities Act or applicable state securities laws; and (ii) the Shares cannot be sold without the Company consent, which may be granted or withheld in its sole discretion. As more particularly described in the Stockholders' Agreement, transfers of Shares may be subject to certain rights of first refusal rights and other restrictions.

In addition, prior to termination of the Company, Investors will have no right to demand repayment of invested capital. Even if securities law exemptions are available and a sale would be permitted, no ready market now exists, nor can such a market be expected to exist, for the sale, transfer, or other disposition of the Shares. Therefore, an Investor will be required to bear the entire economic risk of its investment for an indefinite period of time.

The Shares may be purchased only by Accredited Investors. The Company may engage a service provider to ensure compliance with this section. Under Rule 506(c), the Company is required to take reasonable steps to verify that each purchaser of Shares is an "accredited investor" as defined in Rule 501(a) of Regulation D. Self-certification alone is not sufficient to satisfy these verification requirements.

There is no assurance that all Shares will be sold and the Company reserves the right to refuse to sell Shares to any person, in its sole discretion, and may terminate this Offering at any time. 

The Company anticipates it will offer the Shares to prospective investors either on its own or through one or more registered broker-dealers or others legally eligible to receive compensation for assisting the Company in offering and selling Shares. Such persons may include placement agents, finders, or similar persons. Any such offers or sales of Shares by a third party engaged to assist the Company in selling Shares will be on the same terms as set forth in this Memorandum. 

The CEO may, in his sole discretion, purchase Shares for any reason deemed appropriate by him, including, but not limited to, causing the Company to attain the Maximum Offering Amount. The CEO will not acquire such Shares with a view to resell or distribute such Shares. Those purchases, if any, shall be made on the same terms and conditions as are available to all investors in this Offering.

The Shares are being offered and sold in reliance upon exemptions from the Securities Act and state securities laws. Accordingly, the ability to purchase Shares and participate in this Offering has been strictly limited to persons satisfying the Investor Suitability Requirements described herein, and this Memorandum does not constitute an offer to sell or a solicitation of an offer to buy with respect to any person not satisfying those requirements.

In the event of a Company liquidation, dissolution, or winding up, after the payment of all debts and other liabilities and the satisfaction of the liquidation preferences granted to the holders of Preferred Stock, if any, the holders of Common Shares will be entitled to share ratably in the net assets legally available for distribution to shareholders.

Holders of Common Shares have no preemptive, conversion, anti-dilution, or other rights, and there are no redemptive or sinking fund provisions applicable to Common Shares.

The Company has never declared or paid cash dividends and intends to retain earnings, if any, to support the development of the business and therefore, do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of the Board of Directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

The Shares have not been registered under the Securities Act or any applicable state securities laws and are being offered and sold in reliance upon exemptions from the registration requirements of such laws. The Shares are "restricted securities" under federal securities laws and may not be offered, sold, pledged, or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act; (iii) pursuant to Rule 144 under the Securities Act (provided that all applicable conditions are satisfied); (iv) to "accredited investors" (as defined in Rule 501(a) of Regulation D) in transactions exempt from registration; or (v) in another transaction that does not require registration under the Securities Act and applicable state securities laws.

We will hold an initial closing on any number of subscriptions at any time during the Offering and we may hold one or more additional closings until we determine to cease having any additional closings during the Offering. We will close on proceeds based upon the order in which they are received. We will consider various factors in determining the timing of any additional closings following the initial closing, including the amount of proceeds received at the initial closing and any prior additional closings. Investment commitments are not binding on the Company until they are accepted by the Company. 

Oversubscriptions will be allocated at the discretion of the Company.

Other than this Memorandum and the exhibits hereto, no other literature will be used in the Offering of the Shares. The Company may also respond to specific questions from prospective investors. Business reply cards, introductory letters or similar materials may be sent to potential investors or finders for use, and other information relating to the Offering may be made available to potential investors or finders for their internal use. However, the Offering is made only by means of this Memorandum. Except as described herein, neither the Company nor any Agent has authorized the use of other sales materials in connection with the Offering. The information in such material does not purport to be complete and should not be considered as a part of this Memorandum, or as incorporated in this Memorandum by reference or as forming the basis of the Offering of the Shares.

No finder, dealer, broker-dealer, salesman, or other person has been authorized to give any information or to make any representations other than those contained in this Memorandum or in any sales brochure literature issued by the Company, and referred to in this Memorandum and, if given or made, such information or representations must not be relied upon.

Inquiries regarding subscriptions should be emailed to invest@vittori.com.

Use of Proceeds

The gross proceeds to the Company of this private placement will be a maximum of Fifty Million Dollars ($50,000,000) if all shares are purchased. 

The following table sets forth the Company’s current estimates of the use of net proceeds from this Offering:

The values above are not inclusive of payments to financial, placement agent, and escrow related fees, all of which were incurred in the preparation of this Offering. These fees will be deducted from the gross proceeds of the Offering prior to allocation of the net proceeds according to the categories outlined above.

The foregoing represents the Company’s current best estimate of the anticipated application of proceeds. Actual allocations may vary depending on market conditions, operational requirements, and the timing of development milestones. Management shall have full discretion to adjust or reallocate funds among the categories described above as it deems necessary or advisable to achieve the Company’s strategic objectives and to preserve shareholder value.

The amounts actually expended for these categories as well as other purposes may vary significantly and will depend on a number of factors. Accordingly, the Company will retain broad discretion in the allocation of proceeds of this offering. The Company will be permitted use of the funds immediately upon acceptance of a Subscription Agreement. Additionally, the Company's management may choose to allocate unsold investor Shares as compensation for services that would typically require immediate cash payment.

How to Invest

In order to subscribe for Shares, a prospective investor must deliver the following documents to the Company:

1. An executed Subscription Agreement and the questionnaires and documents required therewith.
2. A wire, ACH, or other payment acceptable by the Company made payable to the Company in an amount equal to One Hundred Percent (100%) of such investor’s subscription. Prospective investors will receive wire transfer instructions upon acceptance of the Subscription Agreement.
3. Backup documentation to support accredited investor status if requested.

Escrow of Subscriptions. Funds received from Investors will be held in an escrow account with Industry Fintech, Inc. acting as escrow agent (the "Escrow Agent").

Subscriptions are not binding on the Company unless or until accepted by the CEO on behalf of the Company. The CEO has the right, to be exercised in its sole discretion, to accept or reject any subscription in whole or in part for a period of 30 days after receipt of the subscription. Any subscription not accepted within 30 days of receipt shall be deemed rejected and any investment amounts will be returned to the investor by the Company Agent. The Subscription Agreement shall be countersigned by the CEO upon acceptance and will be delivered to the Subscriber.

The Company may, in its sole and absolute discretion, refuse a subscription for Shares if it determines that an investor does not meet the applicable investor suitability requirements (or investor has not provided satisfactory documentation establishing the same), the Shares otherwise constitute an unsuitable investment for the investor, or for any other reason deemed appropriate by the Company's board of directors or its designee. In addition, the Company reserves the right to terminate any Subscription Agreement at any time prior to the Final Closing, in the sole discretion of the CEO, in which event all amounts deposited with respect to such terminated Subscription Agreement will be returned by the Escrow Agent within five (5) business days, with interest actually earned and without reduction.

As part of the Company’s responsibility for the prevention of money laundering, the Company and its affiliates, subsidiaries, or associates may require a detailed verification of a subscriber’s identity, any beneficial owner underlying the account and the source of any payment to the Company. The Company and the CEO each reserve the right to request such information as is necessary to verify the identity of a subscriber and the underlying beneficial owner of an investor’s interest in the Company. In the event of delay or failure by the subscriber to produce any information required for verification purposes, the Company may refuse to accept a subscription.

Each prospective investor shall make such representations to the Company, including, without limitation, representations to the Company that such investor is not a prohibited country, territory, individual or entity listed on the Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website and that it is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. Such prospective investor may also be required to represent to the Company that amounts contributed by it to the Company were not directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations.

Investor Requirements

Potential buyers of the Shares being offered in this Memorandum should consider carefully the risk factors outlined in the "RISK FACTORS" section, specifically the speculative nature of the investment and the lack of a readily available market for the Shares and the long-term nature of the investment in the Company. This Offering is only suitable for Accredited Investors with the means to bear such risks, and who have taken into account their current needs and contingencies when deciding to purchase Shares.

The Shares will not be sold to any person unless such prospective purchaser or his or her duly authorized representative shall have represented in writing to the Company in a Subscription Agreement that:

1. The prospective purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in the investment of the Shares;
2. The prospective purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to his, her, or its net worth and the investment in the Shares will not cause such overall commitment to become excessive; and
3. The prospective purchaser is an “Accredited Investor” (as defined below) suitable for purchase in the Shares.

Each person acquiring Shares must represent that the Shares are being purchased for their own account for investment purposes, and not with the intention of reselling or distributing them. 

The Company will conduct the Offering in such a manner that Shares may be sold only to "Accredited Investors" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the "Securities Act"). In summary, a prospective investor will qualify as an "Accredited Investor" if he, she, or it meets any one of the following criteria:

(a) If a natural person:

1. Has an individual net worth, or joint net worth with that person's spouse or spousal equivalent, at the time of purchase, exceeding one million dollars ($1,000,000) excluding the value of the primary residence of such natural person;
2. Had an individual income in excess of two hundred thousand dollars ($200,000) in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;
3. Holds in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status, including but not limited to: the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), or Licensed Private Securities Offerings Representative (Series 82), all administered by the Financial Industry Regulatory Authority, Inc. (FINRA);
4. Is a director, executive officer, or general partner of the issuer of the securities being sold;
5. Is a "knowledgeable employee," as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the issuer of the securities being sold or affiliates thereof;
6. Is a "family client," as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), of a family office as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

(b) If an entity investor:

1. Is a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the "Exchange Act"); any investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
2. Is any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
3. Is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors;
4. Is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
5. Is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
6. Is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Securities Act;
7. Is an entity in which all of the equity owners are accredited investors;
8. Is an entity, of a type not listed in any of the paragraphs above, which was not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;
9. Is a "family office," as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
10. Is a "family client," as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements in the above paragraph and whose prospective investment is directed by such family office pursuant to clause (iii) of the above paragraph.

IF THE COMPANY'S ASSUMPTIONS ARE INCORRECT CONCERNING THE SITUATION OF ANY PROSPECTIVE BUYER, THE DELIVERY OF THIS MEMORANDUM WILL NOT BE CONSIDERED AN OFFER AND MUST BE DISREGARDED IMMEDIATELY

No subscription for the Shares will be accepted from any investor unless they are acquiring the Shares for their own account (or accounts as to which they have sole investment discretion), for investment purposes and not for resale, distribution, or any other kind of disposition. To ensure that purchasers of Shares are Accredited Investors, the Company may request that they provide certain information, which may include completing an Investor Suitability Questionnaire and delivering documentary evidence to support Accredited Investor status.

Risk Factors

An investment in the company involves significant risk and is suitable only for persons who are capable of bearing the risks, including the risk of loss of a substantial part or all of their investment. Careful consideration of the following risk factors, as well as other information in this Offering Memorandum is advisable prior to investing. Prospective investors should read all sections of this Offering Memorandum and are strongly urged and expected to consult their own legal and financial advisers before investing in the shares. The information in this Offering Memorandum including the company's business plan contains both historical and forward-looking statements. Please be advised that the company's actual financial condition, operating results, and business performance may differ materially from that estimated by the company in forward-looking statements. The company has attempted to identify, in context, certain of the factors that it currently believes could cause actual future results to differ from the company's current expectations. The differences may be caused by a variety of factors, including but not limited to, adverse economic conditions, competitors (including the entry of new competitors), inadequate capital, unexpected costs, lower revenues and net income than anticipated, fluctuation and volatility of the company's operating results and financial condition, inability to carry out marketing and sales plans, loss of key executives or other personnel, and other risks that may or may not be referred to in these risk factors.

Investing in the Company involves a high degree of risk and should only be considered by those who can afford the loss of their entire investment. Furthermore, the purchase of any Shares should only be undertaken by individuals with sufficient financial resources to indefinitely retain an illiquid investment. Each investor in the Company should consider all of the information provided to such potential investor regarding the Company, as well as the following risk factors, in addition to the other information listed in this Offering Memorandum. The following risk factors are not intended to be a complete description of the commercial and other risks inherent in the investment in the Company.

The company is dependent on third-party vendors. The Company relies on external service providers to fulfill contractual commitments to clients and maintain operational functions. The Company's capacity to satisfy client obligations could be negatively impacted should these suppliers fail to deliver contracted services that meet client specifications within required timeframes and at reasonable costs. Similarly, service quality may suffer when organizations handling delegated responsibilities fail to perform according to the Company's standards and client expectations. These external providers may struggle to rapidly restore operations following natural catastrophes and other uncontrollable circumstances, and they face additional vulnerabilities including financial difficulties that could constrain their operational capabilities. 

The Company will not generate working capital until (and if) it makes a profit. The Company is expected to run at a loss for an extended period of time, which may be shorter or longer based on sales, the market, and cost management performance. In the interim prior to profitability, losses and cost overruns could cause the Company to exhaust its capital reserves and be forced to raise additional capital through an equity offering or financing, which, depending on market conditions and other factors beyond the Company’s control, may not be feasible.

The availability of additional working capital is uncertain. The Company believes that the proceeds from the Offering will allow the Company to implement its proposed business plan and to satisfy its expected cash requirement for the expected duration and expenses for approximately 24 months. However, the Company’s continued operations thereafter will be dependent on the availability of operating income or additional capital. In the event there is insufficient cash flow from operations, the Company may be required to obtain additional financing. There can be no assurance that such financing will be available, or, if available, the financing will be on terms satisfactory to the Company. If financing is needed, but is not available, the Company may not be able to operate successfully, and any investment made in it may be lost.

Projected returns and success of the Company are based upon assumptions that may not be correct. Financial projections are uncertain and are highly speculative, as they are often dependent on achieving sales projections, continued market acceptance, cost management, achievement of profitability, product performance, competitive products, and many more variables. Projections are based upon a great number of variables, estimates, and judgments on matters over which the Company will have no control. Discussion of sales and profitability projections are highly subjective, thus projections are principally intended for use as future aspirational goals, and are not intended, and should not be taken, as assurances that the projected results will be obtained by the Company.

Forward-Looking Statements. Forward-looking statements prepared by the Company have not been reviewed, analyzed, or otherwise passed upon by the Company’s legal counsel or accounting firm. Such “forward-looking” statements are based on various assumptions of the Company, which assumptions may not prove to be correct. Accordingly, there can be no assurance that such assumptions and statements will accurately predict future events or the Company’s actual performance. In addition, any projections and statements, written or oral, which do not conform to those contained in this Memorandum should be disregarded. No representation or warranty can be given that the estimates, opinions, or assumptions made herein will prove to be accurate.

Offering Not Registered with the U.S. Securities and Exchange Commission or State Securities Authorities. The Offering of the Shares will not be registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act or the securities agency of any state and are being offered in reliance upon an exemption from the registration provisions of the Securities Act and state securities laws applicable only to offers and sales to Eligible Investors meeting the suitability requirements set forth herein.

Private Offering Exemption – Compliance with Requirements. The Shares are being offered and will be sold to Eligible Investors in reliance upon one or more exemptions from registration provided in the Securities Act and state securities laws for private offerings. If the Company should fail to comply with the requirements of such exemptions, the Investors may have the right, if they so desire, to rescind their purchase of the Shares. It is possible that one or more Investors seeking rescission would succeed. If several Investors were successful in seeking rescission, the Company would face severe financial demands that would adversely affect the Company as a whole and, thus, would adversely affect the investment in the Shares by the remaining Investors.

Possible Legislative or Other Developments. All statements contained herein concerning the U.S. federal income tax consequences of an investment in the Company general interpretations and not considered conclusory. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S. Department of Treasury, resulting in revisions of resolutions and revised interpretations of established concepts as well as statutory changes. Therefore, no assurance can be given that the currently anticipated income tax treatment of an investment in the Company will not be modified by legislative, judicial, or administrative changes, possibly with retroactive effect, to the detriment of the Investors. 

Potential IRS Audits. The Company's federal tax returns may be audited by the IRS. Such audit may result in the challenge and disallowance of some of the deductions claimed in such returns. No assurance or warranty of any kind can be made with respect to the deductibility of any such items in the event of either an audit or any litigation resulting from an audit. The Company has not been structured as, nor is it intended to be operated as, a "tax shelter." Tax and audit risks in Canada may be impactful, Canadian Investors are recommended to consult their tax advisors.

Illiquid Investments. Because of the limitations on transfers and withdrawals and the fact that Shares are not tradable, an investment in the Company is relatively illiquid and involves a high degree of risk. A subscription for Shares should be considered only by investors who have the financial capability to maintain their investment and who can afford to lose all or a substantial part of such investment.

Limited Management Participation. Shareholders do not participate in the day-to-day management of the Company or in the conduct of its business operations. While Class A Common Stock holders have voting rights (one vote per share), their ability to influence the management of the Company is severely limited due to the dual-class capital structure and concentrated ownership.

Carlos Cruz, the founder and CEO, holds 388,907,686 shares of Class B Common Stock, which carry ten (10) votes per share, representing approximately 95.67% of total shares outstanding and a substantially greater percentage of total voting power. This concentrated voting control means that Class A shareholders have minimal practical ability to influence corporate decisions, including the election or removal of Directors, appointment or removal of the CEO, approval of major corporate transactions, or other matters requiring shareholder approval. Even if all Class A shareholders voted together as a unified block, they would be unable to override decisions made by the holder of Class B Common Stock. Accordingly, while Class A shareholders possess voting rights, the Company's governance and strategic direction remain under the effective control of the majority shareholder.

No Public Market. Shares are not listed on a public or private exchange, and they may never be listed. Therefore, there is currently no public market for the Company’s securities and there may never be a public market for them.

No Dividends Planned. The Company does not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on Shares will depend on earnings, financial condition, and other business and economic factors affecting it at such time as the board of directors may consider relevant. The current intention is to apply net earnings, if any, in the foreseeable future to increasing the capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to pay dividends to the holders of Shares, and in any event, a decision to pay dividends is at the sole discretion of the Board of Directors. If dividends are distributed, the Shares may be less valuable because a return on investment will only occur if its share price appreciates.

Dilution. The issuance of additional shares of stock, or options or warrants to purchase those shares, would dilute proportionate ownership and voting rights of current shareholders. It is likely that the Company will be required to issue a large amount of additional securities to raise capital to further the development. It is also likely that the Company will issue a large amount of additional securities to directors, officers, employees, and consultants as compensatory grants in connection with their services, both in the form of stand-alone grants or under any Company stock plans. There is no assurance that the Company will not issue additional shares of stock, or options or warrants to purchase those shares, under circumstances the Company may deem appropriate at the time.

Restricted Shares. In addition to federal and state securities law restrictions on transfer, the Company's Bylaws and the Subscription Agreement impose contractual restrictions requiring that shareholders obtain the prior written consent of the Company's Chief Executive Officer before transferring Shares (except for certain estate planning transfers). The Company may withhold consent in its sole discretion, further limiting transferability even if securities law exemptions were available.

Limited Transferability of Securities. Any Shares purchased through this Offering is subject to SEC limitations on transfer. This means that the Shares purchased cannot be resold for a period of one year, except under certain conditions. An investment in this offering could be illiquid for a long time, and investors should be prepared to hold it for several years or longer.

Unfavorable Economic Conditions. Results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. An economic downturn defined as a recession lasting for a period of six months or more, or a financial crisis similar in scale and impact to the 2008 global financial crisis, could result in a variety of risks to the business, including the ability to raise additional capital when needed on acceptable terms, if at all. Any of the foregoing could harm the business. It is impossible to anticipate all of the ways in which the economic climate and financial market conditions could adversely affect the business.

Extreme Competition. Vittori will be competing in the future against other companies, some of which have longer operating histories, more established products, or greater resources at their disposal which may prevent the Company from achieving increased market penetration and improved operating results.

Pricing Strategy. Vittori’s business model is based on limited-production, premium-priced vehicles targeted at ultra-high-net-worth individuals, rather than volume sales or price competition. The Company does not intend to compete on price, nor does it plan to sell vehicles at or below cost to gain market share. Pricing is determined based on a combination of factors, including limited production volumes, partner-led manufacturing costs, engineering complexity, regulatory requirements, and market positioning within the hyper-luxury segment. While the Company has established target pricing and margin assumptions at the planning level, actual pricing, costs, and margins may differ materially based on final engineering specifications, supplier terms, regulatory requirements, and execution outcomes. There can be no assurance that the Company will achieve its targeted pricing or gross margin assumptions, or that customers will be willing to purchase vehicles at anticipated price points.

Any failure to appropriately price the Company’s vehicles, manage production costs, or align pricing with market demand could adversely affect the Company’s financial condition, results of operations, and prospects.

Supply Relationships. The Company operates a partner-led, capital-light execution model and does not manufacture vehicles or major components in-house. As a result, Vittori is highly dependent on third-party partners and suppliers for engineering services, manufacturing, component supply, integration, calibration, and regulatory compliance.

The Company relies, or expects to rely, on a limited number of specialized partners for critical elements of its vehicle programs, including but not limited to:

• vehicle integration and low-volume production,
• powertrain development and calibration,
• structural components and advanced materials,
• regulatory certification and homologation activities.

Many of these relationships involve program fees, licensing arrangements, and pre-production commitments, rather than traditional long-term supply contracts. Some agreements remain subject to negotiation, execution, or modification.

The Company may be required to make significant upfront payments, deposits, or licensing fees to secure partner capacity and program participation. If the Company is unable to finalize agreements on acceptable terms, or if partners experience delays, financial difficulties, or capacity constraints, the Company’s development timelines, costs, and ability to deliver vehicles could be materially adversely affected.

In addition, the Company is exposed to risks related to:

• cost increases for specialized materials and components,
• limited supplier alternatives for certain high-performance systems,
• regulatory or geopolitical factors affecting cross-border suppliers,
• logistical complexity associated with low-volume, bespoke production.

Any disruption in partner performance, supplier availability, or cost structure could delay development, certification, or delivery of vehicles and could have a material adverse effect on the Company’s business, financial condition, and prospects.

Commercialization Challenges. Vittori will face significant challenges in our on-going efforts to further develop and fully commercialize our hypercars and to produce them at high volumes with acceptable performance, yields and costs. Delays or failures in accomplishing particular further development objectives may delay or prevent successful commercialization of our product offering.   

The Company faces significant challenges in building the technology and components necessary to commercialize its hypercars in commercial volumes. Even if we achieve volume production of the components necessary for our hypercars, if the cost, performance characteristics or other specifications of the Company's equipment and technology fall short of the Company's targets, the Company's sales, product pricing and margins would likely be adversely affected.  In addition, any delays in the manufacturing scale-up of the Company's hypercars would negatively impact the Company's business as such delays will hamper the Company's revenues and negatively impact the Company's commercial relationships. Delays in the full commercialization of our product would materially damage our business, prospects, financial condition, operating results and brand.

Equipment and Components. If any component of the equipment necessary for the Company's hypercars fails to perform as expected, the Company's ability to further develop, market, sell and promote its product could be harmed. Once commercial distribution of our hypercars commences, various equipment and components of the product may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls, and design changes. The equipment and components of our hypercars are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. We have a limited frame of reference from which to evaluate the long-term performance of our hypercars. There can be no assurance that we will be able to detect and fix any defects in any component of our hypercars prior to sale or distribution to consumers. If our product fails to perform as expected, we could lose design wins and customers may delay deliveries, terminate further orders or initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, prospects, and results of operations.

Third-Party Manufacturers. The Company relies, in part, on third-party manufacturers to build its hypercars, which could cause errors, interruptions, or failures that are beyond the Company’s control. 

The Company relies on the manufacturing services of third parties to build its hypercars and deliver them on time.  Although the Company attempts to utilize reputable third party manufacturers, any errors or defects in third-party components, hardware or software could result in errors or a failure of the Company’s hypercars which could harm its business. Interruptions in manufacturing or delivery may reduce revenue, cause the Company to issue credits or refunds, and/or cause customers to stop buying the Company’s hypercars, and as a result adversely affect the Company’s ability to attract new customers. The Company’s business will also be harmed if customers and potential customers believe the Company’s hypercars are unreliable.

Competitive Market. The market in which the Company participates is competitive, more established companies have certain competitive advantages over the Company, and if the Company does not compete effectively, its operating results could be harmed. 

More companies are entering into the hypercars space.  The Company’s current and prospective competitors range in size from diversified global companies with significant resources to small, specialized firms whose narrower product lines may let them be more effective in deploying technical, marketing, and financial resources. The area in which the Company competes evolves rapidly with changing and disruptive technologies, shifting user needs, and frequent introductions of new models and features. The Company’s ability to become and then remain competitive depends on its success in making innovative hypercars that appeal to consumers.

Additionally, many potential competitors enjoy substantial competitive advantages over the Company, such as greater name recognition, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources. In addition, many potential competitors have established marketing relationships and access to larger customer bases and have major distribution agreements.  As a result, competitors to the Company may be able to respond more quickly and effectively than the Company can to new or changing opportunities, technologies, standards or customer requirements. The greater capabilities of potential competitors in these areas may enable them to better withstand periodic downturns in the industry and respond more quickly to consumer demands to develop new products and services.  Furthermore, because of these advantages, even when the Company’s hypercars are deemed to be more effective than those offered by its competitors, certain potential customers may express a hesitancy to purchase hypercars from an early stage company and instead may prefer hypercars from competitors in lieu of purchasing the Company’s hypercars. For all of these reasons, the Company may not be able to compete successfully against its competitors. The Company’s revenues, profitability and financial condition could be materially adversely affected as a result of the competitive nature of the industry in which the Company competes. 

Key Person Life Insurance. Although dependent on certain key personnel, the Company does not have any key person life insurance policies on any such people. We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and our operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

Intellectual Property Infringement. The Company may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time-consuming, and limit the Company’s ability to use certain technologies in the future. 

Although the Company believes it either owns or has the right to use all intellectual property and information utilized in its hypercars, as the manufacturer of hypercars the Company may become subject to claims that its hypercars infringe upon the intellectual property or other proprietary rights of third parties. Any claims, with or without merit, could be time-consuming and expensive to defend, and could divert management’s attention away from the execution of the Company’s business plan. Moreover, any settlement or adverse judgment resulting from these claims could require the Company to pay substantial amounts or obtain a license to continue to use the disputed technology, or otherwise restrict or prohibit the Company’s use of the technology. There can be no assurance that the Company would be able to obtain a license on commercially reasonable terms, if at all, from the third party asserting the claim, or that the Company would be able to develop alternative technology on a timely basis, if at all, or that the Company would be able to obtain a license to use a suitable alternative technology to permit it to continue offering, and Company customers to continue using, affected hypercars.  An adverse determination also could prevent the Company from offering its hypercars to others. Infringement claims asserted against the Company may have a material adverse effect on the Company’s business, results of operations, and financial condition.

Increased Competition. Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling service offerings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of our customers or a reduction in our revenue. 

We are subject to environmental risks related to the manufacturing of hypercars. As an automobile manufacturer, we are subject, both in the United States and abroad, to national, state, provincial, and/or local environmental laws and regulations, including laws relating to the use, handling, storage, disposal, and human exposure to hazardous materials. In addition, we may become responsible for the final disposal of batteries used in our hypercars as a result of stricter laws governing recycling, especially in Europe. We expect that our business and operations will be affected by future amendments to such laws or other new environmental and health and safety laws which may (i) require us to change our operations, (ii) increase our compliance costs, or (iii) give rise to liability for administrative oversight costs, clean-up and disposal costs, property damage, bodily injuries, or fines and penalties.

Business Projections are Only Projections. The Company cannot guarantee that it will meet its projections due to potential factors such as market volatility, regulatory changes, or competitive pressures. It is uncertain whether the Company will be able to find sufficient demand for its products, whether people will consider it a better option than competing products, or whether it will be able to provide the service at a level that allows the Company to make a profit and still attract business.

Difficult Valuation Assessment. The valuation for the offering was established by the Company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess, and investors may risk overpaying for their investment.

Absence of Independent Board of Directors. The Company's board of directors consists solely of Carlos Cruz, the founder and majority shareholder, with no independent directors. The absence of independent directors creates significant corporate governance risks and eliminates important checks and balances that would ordinarily protect minority shareholders' interests. Independent directors typically provide objective oversight of management decisions, evaluate potential conflicts of interest, review related party transactions, oversee executive compensation, and ensure that corporate actions serve the interests of all shareholders rather than solely management or controlling shareholders. Without independent directors, the Company lacks these critical governance mechanisms, and all corporate decisions—including matters involving potential conflicts of interest, related party transactions, executive compensation, dividend policy, capital allocation, acquisition or disposition of assets, and future financing terms—are made exclusively by the founder without independent review or approval. This governance structure provides no protection to minority shareholders if management decisions favor the interests of the controlling shareholder over those of other investors. The Company has no plans to appoint independent directors, and the controlling shareholder's voting power makes it impossible for minority shareholders to compel the appointment of independent directors or implement other governance reforms. This lack of independent oversight increases the risk that corporate resources may be deployed in ways that do not maximize value for all shareholders, that related party transactions may not be conducted on arm's length terms, and that minority shareholders will have no recourse if they disagree with management decisions or believe that their interests are not being adequately protected.

Stock Option Pool. The Company may issue an employee stock option pool in the future that would reserve a portion of authorized shares for issuance to employees, directors, consultants, and other service providers as equity compensation, but has not yet implemented such a pool. Should the Company scale operations and compete for qualified talent in a competitive market, substantial portions of any future option pool may be granted to new employees and service providers, potentially resulting in significant dilution that could exceed current shareholder expectations. If the Company's stock price does not appreciate as anticipated, the effectiveness of stock options as a compensation and retention tool may be diminished, potentially forcing the Company to grant larger numbers of options or provide additional cash compensation, either of which could adversely affect shareholder value. The Company's board of directors would have broad discretion in determining the size of any future option pool, the timing and terms of grants, and the recipients of equity awards, and such decisions may not align with the interests of existing shareholders.

Insufficient Capital and Additional Fundraising. The Company may not have enough capital as needed and may be required to raise more capital. Management anticipates needing access to credit in order to support working capital requirements as the Company grows. If the Company cannot obtain credit when needed, it could be forced to raise additional equity capital, modify growth plans, or take some other action. Issuing more equity may require bringing on additional investors, which could result in dilution and decreased ownership percentage for existing investors.

Terms of Subsequent Financings. The Company will likely need to engage in other equity, debt, or preferred stock financings in the future, which may reduce the value of an investment in this Offering. Interest on debt securities could increase costs and negatively impact operating results. Preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holders of Common Stock. In addition, if the Company needs to raise more equity capital from the sale of Common Stock, institutional or other investors may negotiate terms that are likely to be more favorable than the terms of the investment in this Offering, and possibly a lower purchase price per share.

Products in Prototype Phase. Some of the Company’s products are still in the prototype phase and might never become operational products. While there is a risk that some products may not become operational or be used, the Company is committed to diligent research, development, and adaptation. It is possible that the failure to release the product is the result of a change in business model upon the Company’s making a determination that the business model, or some other factor, will not be in the best interest of the Company and its stockholders.

Minority Holder; Limited Voting Power. The security type that an investor is buying is Class A Common Stock, which carries one (1) vote per share. While investors will have voting rights, they will be minority holders with significantly limited voting power and ability to influence corporate governance or management decisions.

The Company's capital structure includes Class A Common Stock (1 vote per share) and Class B Common Stock (10 votes per share). As of the date of this Memorandum, Carlos Cruz, the founder and CEO, holds 388,907,686 shares of Class B Common Stock, representing approximately 95.67% of total shares outstanding and a substantially greater percentage of total voting power due to the 10-to-1 voting superiority of Class B shares. This concentrated ownership and enhanced voting rights mean that the founder maintains control over virtually all corporate decisions requiring shareholder approval. 

As a result, investors purchasing Class A Common Stock will have minimal ability to influence corporate actions, including additional issuances of securities, company repurchases of securities, a sale of the company or its significant assets, company transactions with related parties, election of directors, approval of major corporate transactions, amendments to governing documents, or other matters typically subject to shareholder approval. Even if all Class A shareholders voted together as a block, they would be unable to override decisions made by the holder of Class B Common Stock. Investors are therefore relying almost entirely on management discretion in making business decisions, with no practical ability to express approval or disapproval of such decisions through the voting process or to effect change in corporate governance or strategic direction.

Rolling Closings. This offering involves “rolling closings,” which may mean that earlier investors may not have the benefit of information that later investors have. All early-stage companies are subject to a number of risks and uncertainties, and it is not uncommon for material changes to be made to the offering terms, or to companies’ businesses, plans or prospects, sometimes on short notice. If such changes happen during the course of this Offering, this Offering Memorandum will be amended. Investors whose subscriptions have already been accepted will be notified of any changes and will have the right to reconsider their investment in light of the new terms.

New Product Sales Projections. Growth projections are based on an assumption that with an increased advertising and marketing budget, the Company’s products will be able to gain traction in the marketplace at a faster rate than current products have. It is possible that new products will fail to gain market acceptance for any number of reasons. If the new products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of the investment.

Absence of Professional Opinion. There have been no professional opinions concerning the value of the Shares, the value of the assets of the Company, the net worth of the Company, the projected financial information or other matters related to this Offering.

Difficulties in Capital Raising. We may have difficulty raising needed capital in the future as a result of, among other factors, our revenues from sales, as well as the inherent business risks associated with our Company and present and future market conditions. Additionally, our future sources of revenue may not be sufficient to meet our future capital requirements. As such, we may require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

Third Party vendors. The Company relies on external service providers to fulfill contractual commitments to clients and maintain operational functions. The Company's capacity to satisfy client obligations could be negatively impacted should these suppliers fail to deliver contracted services that meet client specifications within required timeframes and at reasonable costs. Similarly, service quality may suffer when organizations handling delegated responsibilities fail to perform according to the Company's standards and client expectations. These external providers may struggle to rapidly restore operations following natural catastrophes and other uncontrollable circumstances, and they face additional vulnerabilities including financial difficulties that could constrain their operational capabilities. 

Intellectual Property. The Company currently holds no intellectual property rights, including patents, trademarks, copyrights, or trade secrets, which creates significant competitive disadvantages and business risks. Without proprietary intellectual property protection, the Company cannot prevent competitors from copying, replicating, or improving upon its technology, products, services, or business methods, potentially eliminating any competitive advantages the Company may currently possess. The absence of patent protection means that larger, well-funded competitors can freely adopt the Company's innovations and technological approaches without legal consequence, while their own patent portfolios may prevent the Company from implementing certain features or functionalities. The lack of trademark protection for the Company's brand, product names, or service marks exposes the business to potential confusion in the marketplace and makes it difficult to build distinctive brand recognition or prevent competitors from using similar branding that could dilute market position. Without trade secret protections, the Company's proprietary information, including customer data analysis methods, operational procedures, and business strategies, may be vulnerable to misappropriation by employees, contractors, or competitors. The Company's inability to license intellectual property to generate additional revenue streams or use intellectual property as collateral for financing further limits strategic options and potential sources of capital. As the Company operates in the highly competitive fintech and messaging technology sectors where intellectual property protection is typically crucial for maintaining market position, the lack of any proprietary rights may make it extremely difficult to attract investors, partners, or customers who value innovation protection, and may ultimately prevent the Company from achieving sustainable competitive advantages or long-term business success.

Operating History. The company has limited operating history upon which investors can evaluate performance. The company is still in an early phase and just beginning to implement its business plan. There can be no assurance that the company will ever operate profitably. The likelihood of success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies.

Capital Requirements. The amount of capital the company is attempting to raise in this offering may not be enough to sustain the company's current business plan. In order to achieve near and long-term goals, the company may need to procure funds in addition to the amount raised. There is no guarantee the company 

Business Expansion. The company may implement new lines of business or offer new products and services within existing lines of business. As an early-stage company, the company may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed.

Service Interruptions. Service interruptions or delays in providing services could cause the company's business to suffer. Interruptions or delays in the services provided by internet service providers could impair the delivery of the company's products and the business could suffer.

Key Personnel. The company's success depends on the experience and skill of its executive officers and key personnel. The company is dependent on executive officers and key personnel. These persons may not devote their full time and attention to the matters of the company. The company does not have any key person life insurance policies on any such people.

Talent Acquisition. In order for the company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience. Recruiting and retaining highly qualified personnel is critical to the company's success. The company faces intense competition for personnel, making recruitment time-consuming and expensive.

Marketing Effectiveness. Failure to effectively develop and expand sales and marketing capabilities could harm the company's ability to increase its customer base and achieve broader market acceptance of products.

Reputation Risk. Damage to the company's reputation could negatively impact business, financial condition and results of operations. The company's reputation and the quality of its brand are critical to business and success in existing markets, and will be critical to success as the company enters new markets.

Cybersecurity Threats. The company's business could be negatively impacted by cyber security threats, attacks and other disruptions. The company may face advanced and persistent attacks on information infrastructure where it manages and stores various proprietary information and sensitive/confidential data relating to operations.

Data Breaches. Security breaches of confidential customer information, in connection with electronic processing of credit and debit card transactions, or confidential employee information may adversely affect the company's business.

Financial Controls. The company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies. The company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002.

Regulatory Compliance. The company operates in a regulated environment, and if found to be in violation of any of the federal, state, or local laws or regulations applicable, the business could suffer.

Legal Changes. Changes in federal, state or local laws and government regulation could adversely impact the company's business. The company is subject to legislation and regulation at the federal, state and local levels.

Employment Law. Changes in employment laws or regulation could harm the company's performance. Various federal and state labor laws govern the company's relationship with employees and affect operating costs.

State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities laws in prior offerings of securities. The Company has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction concluded that the Company violated state or federal securities laws, any such violation could result in the Company being required to offer rescission rights to investors in such prior offerings. Under applicable securities laws, rescission rights would require the Company to pay to such investors an amount equal to the purchase price paid by such investors plus interest (calculated at the statutory rate) from the date of purchase, less any income received on the securities. The Company cannot provide assurance that it will have sufficient funds to satisfy rescission claims if required, and proceeds from this Offering may need to be used to pay such amounts, which would reduce or eliminate the capital available for the Company's business operations. Additionally, if multiple investors from prior offerings exercised rescission rights simultaneously, the Company could face insolvency or be forced to seek bankruptcy protection.

In addition, if the Company violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Company which, among other things, could result in the Company having to pay substantial fines and be prohibited from selling securities in the future.

Total Loss. An investment in the company's securities could result in a loss of an investor's entire investment. An investment in the company's securities offered in this offering involves a high degree of risk and investors should not purchase the securities if they cannot afford the loss of their entire investment. Investors may not be able to liquidate their investment for any reason in the near future.

Broker-Dealer Preferential Terms and Disparate Investor Treatment. The Company may engage one or more broker-dealers in connection with this Offering, and such broker-dealers may negotiate and offer materially different and more favorable terms to certain investors than the terms described in this Memorandum. These preferential terms may include, but are not limited to, lower effective prices per share, higher bonus share percentages, enhanced liquidity rights, information rights, anti-dilution protections, or other economic or governance terms not available to investors who subscribe directly through the Company. As a result, investors accessing this Offering through different channels may receive substantially different economic treatment for the same class of securities, meaning that some investors may pay significantly more per share or receive fewer total shares for the same dollar investment than other investors in the same offering. The Company has no obligation to disclose to any investor what terms have been offered to or negotiated by other investors, creating information asymmetry where investors cannot determine whether they are receiving competitive terms relative to other participants in the Offering. This differential treatment means that investors who obtain more favorable terms will achieve better returns on investment and experience less dilution than other investors, even though all investors are purchasing the same class of securities in the same offering. The Company and its broker-dealers have sole discretion to determine which investors receive preferential terms, and such decisions may be based on investment size, investor relationships, negotiating leverage, or other factors. Investors should assume that other participants in this Offering may be receiving substantially better terms and that the terms offered in this Memorandum may not represent the most favorable terms available. This disparate treatment may result in certain investors receiving materially superior investment returns while other investors bear disproportionate dilution and economic disadvantage, with no recourse or right to renegotiate terms after discovering that more favorable terms were available to others.

No Protections. The securities in this offering have no protective provisions. As such, investors will not be afforded protection, by any provision of the securities or as a shareholder, in the event of a transaction that may adversely affect them, including a reorganization, restructuring, merger or other similar transaction involving the company. If there is a liquidation event, or change of control for the company, the securities being offered do not provide investors with any protection.

Information Access. Investors will not be entitled to any inspection or information rights other than those required by law. Investors will not have the right to inspect the books and records of the company or to receive financial or other information from the company, other than as required by law. Other security holders of the company may have such rights.

Arbitrary Pricing. The company's valuation and offering price have been established internally and are difficult to assess. The offering price was not established in a competitive market. The company has arbitrarily set the price of the securities with reference to the general status of the securities market and other relevant factors. The offering price for the securities should not be considered an indication of the actual value of the securities and is not based on the company's asset value, net worth, revenues or other established criteria of value. The company has set the price of its Common Stock at $0.50 per share. Valuations for companies at this stage are generally purely speculative. The company's valuation has not been validated by any independent third party and may decrease precipitously in the future.

No Return Guarantee. There is no guarantee of a return on an investor's investment. There is no assurance that an investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

Integration of Multiple Offerings. The Company has conducted multiple securities offerings in close temporal proximity under different exemptions. The Company intends to conduct additional concurrent and future offerings under various exemptions. Under the SEC's integration doctrine, multiple securities transactions may be integrated and treated as a single offering for purposes of determining whether an exemption from registration is available. If the SEC, a court, or state securities regulators determine that the offerings should be integrated, the combined offering may fail to meet the requirements of any single exemption, resulting in violations of federal and state registration requirements. The Company does not maintain insurance covering securities law violations and has limited financial resources to defend against regulatory inquiries or satisfy rescission claims, meaning all losses would be borne by the Company and remaining investors, potentially resulting in total loss of investment.

Prior Litigation; Marketing and Communication Compliance Risk. The Company has been named in a pending legal proceeding relating to alleged marketing and communication practices. The matter is at an early stage, the Company disputes the allegations, and no determination of liability has been made. While the Company intends to defend the matter, regulatory or litigation risks relating to marketing and communications compliance could result in additional costs, operational changes, or adverse outcomes.

Discretionary Bonus Shares Create Uncertainty and Differential Treatment. The Company reserves the right to award additional discretionary bonus shares to any investor "in its sole and absolute discretion" on terms and in amounts determined by management, with no obligation to award such shares and no requirement to treat investors equitably. This creates substantial uncertainty and risk for all investors. Investors cannot predict whether they will receive discretionary bonus shares, cannot determine what criteria management will use to award such shares, and have no ability to appeal or challenge management's decisions. The Company may award substantial discretionary bonus shares to certain investors while awarding none to others who invested similar or even larger amounts, resulting in dramatically different effective prices per share and investment returns among participants in the same offering. This discretionary authority allows management to favor certain investors based on relationships, timing, negotiating leverage, or other undisclosed factors, with no transparency or accountability. Investors who do not receive discretionary bonus shares will experience greater dilution and inferior economic returns compared to investors who receive such shares, even though all investors purchased the same class of securities at the same stated price. The lack of objective criteria, disclosure requirements, or limitations on this discretionary authority means that management can materially alter the economics of this Offering on a selective basis without notice to other investors. Furthermore, the issuance of discretionary bonus shares increases overall dilution for all shareholders and may reduce the Company's available authorized shares for future capital raises or employee compensation. Investors should assume they will not receive any discretionary bonus shares and should evaluate this investment based solely on the stated offering terms, recognizing that other investors may receive substantially more favorable treatment that materially improves their investment returns at the expense of investors who do not receive discretionary bonuses.

Important Disclosures

The Company will provide this Memorandum to each prospective subscriber and his/her subscriber representative, if any. Each prospective subscriber and his/her subscriber representative shall have the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and any other information deemed necessary to verify the accuracy of the information contained in this Memorandum. Each prospective subscriber and subscriber representative shall have access to all documents, records and books of the Company which pertain to this Offering upon reasonable notice at the office of the Company. The Company will respond with any additional information necessary and not of a proprietary nature to verify the accuracy of the information set forth in this Memorandum, to the extent that it possesses such information or can acquire it without incurring excessive effort or expense.

By specifically furnishing you with the information herein, the Company does not seek to imply that such information alone reflects a complete disclosure. As noted above, copies of the Constituent Documents of the Company are available for review to assist Eligible Investors in understanding the nature and limitations placed on investments in the Shares. Recognizing your knowledge and experience in financial and business matters, it is our understanding that you are fully capable of evaluating the merits and risks of your investment in the Company.

The federal and state income tax aspects of investing in the Company may vary depending on each investor's individual circumstances. Accordingly, all investors should seek advice based on their particular circumstances from an independent tax advisor with respect to the tax consequences of an investment in the Company.

If you live outside of the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the Securities, including obtaining required governmental or other consents or observing any other required legal or other formalities. The Company reserves the right to deny the purchase of the Securities by any non-U.S. investor.

Allen & Thomas, LLP acts as the Company’s legal counsel and does not represent the interests of investors. Investors who need legal guidance should seek their own independent legal counsel.

In creating this Memorandum, legal counsel has relied on information and assurances provided by the Company’s officers about the Company, its directors, officers, shareholders, and related affiliates. Counsel does not provide any opinion about the truth or accuracy of the facts within this Memorandum. Prospective investors are encouraged to consult with their own advisors about investing and to perform any research or investigations they find necessary to confirm the accuracy of the statements and information contained herein

EXHIBIT A

A.1 AUDITED AND UNAUDITED FINANCIAL STATEMENTS

A.2 SUBSCRIPTION AGREEMENT

Subscription Agreement

THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of ______________________ (the "Effective Date") by and between Vittori Inc., a Delaware corporation (the "Company"), and the undersigned investor (the "Subscriber" or “Investor”).

WHEREAS, the Company is offering up to 100,000,000 shares of Common stock (the "Shares") for sale to accredited investors pursuant to a private placement memorandum (the "Memorandum") and this Agreement;

WHEREAS, the Subscriber desires to subscribe for and purchase a certain number of Shares as set forth below, subject to the terms and conditions set forth herein and in the Memorandum;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

• Subscription and Purchase of Shares

Subscription

The Subscriber hereby subscribes for and agrees to purchase from the Company the number of Shares set forth below, at the purchase price of $0.50 per Share:

Number of Shares: _____________

Purchase Price: $_______________

Payment

The Subscriber shall deliver to the Company, simultaneously with the execution of this Agreement, a wire transfer made payable to the Company in an amount equal to One Hundred Percent (100%) of the total purchase price of the subscribed Shares.

• Subscriber Accredited Investor Confirmation

Accredited Investor

The Subscriber represents and warrants that they are an accredited investor as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and meets the investor suitability requirements set forth in the Private Placement Memorandum.

• Acceptance and Rejection of Subscription

Acceptance

The Company shall have the right, in its sole discretion, to accept or reject this subscription in whole or in part. The Company's acceptance of this subscription shall be evidenced by the countersignature of the CEO.

Rejection

In the event the Company rejects this subscription, in whole or in part, within ten (10) days of receipt, the Company shall promptly return all amounts deposited by the Subscriber, without reduction, to the Escrow Agent for return to the Subscriber.

• Subscriber Representations and Warranties

Subscriber acknowledges, represents, and warrants to the Company as follows:

1. I have received and carefully reviewed the Company's Private Placement Memorandum, including all exhibits and attachments thereto, and I fully understand the terms and conditions of the offering of the Shares as set forth therein. By executing this Subscription Agreement, I hereby acknowledge, agree to, and accept all terms, conditions, provisions, and disclosures contained in the Private Placement Memorandum, and I agree to be bound by such terms as if they were fully set forth in this Subscription Agreement. I acknowledge that the Private Placement Memorandum forms an integral part of this investment and that my representations and warranties herein are made in reliance upon the information provided in the Private Placement Memorandum.
2. The Subscriber represents and warrants that the execution, delivery, and performance of this Agreement by the Subscriber do not and will not violate any applicable laws, regulations, or agreements to which the Subscriber is a party.
3. I am aware that there is no assurance as to the future performance of the Company. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Shares in the Company, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
4. I am purchasing the Shares for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Interests, nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Shares have not been registered, reviewed or passed upon under the Securities Act or under the securities laws of any state or with any securities administrator. Therefore, the Shares cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Shares. It is not anticipated that there will be any market for the Shares.
5. I am aware that my investment involves risk and I have reviewed and evaluated the Risk Factors section of the Company’s Private Placement Memorandum. I have been advised to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment and I have done so. I believe that the investment in the Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
6. I am not a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"); I am not and have not, for a period of twelve (12) months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of FINRA; and I do not own any stock or other interest in any member of the FINRA (other than interests acquired in open market purchases).
7. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information, and I have either met with or been given reasonable opportunity to meet with the managers of the Company for the purpose of asking questions of, and receiving answers from, such individuals concerning the terms and conditions of the offering of the Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative or broker as defined in Regulation D promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks. I have relied solely upon my own investigation in making a decision to invest in the Company. I have received no representation or warranty from the Company or any of its officers, directors, employees, managers or agents in respect of my investment in the Company, and I have received no information (written or otherwise) from them relating to the Company or its business. I am not participating in the offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
8. I am an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. I can bear the entire economic risk of the investment in the Shares for an indefinite period of time and I am knowledgeable about and experienced in investments in the securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
9. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. If the investor is a corporation formed for the sole purpose of this investment, I warrant that all interest holders therein are “accredited members” individually or, if not, those who are not, are listed in an attachment hereto.
10. The information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing, I will furnish such revised or corrected information to the Company.
11. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and all agreements made in connection herewith shall survive my death or disability.

• Miscellaneous

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

Entire Agreement

This Agreement, together with the Memorandum, constitutes the entire agreement between the parties hereto and supersedes all prior oral or written agreements, understandings, or representations.

IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the Effective Date.