tekkuINVESTOR_PORTAL
SCENARIO / BASE
COMPLIANCE

Disclosures

Regulation D compliance spine. Forward-looking statements, risk factors, accreditation, anti-fraud, blue-sky, and contact for questions. Nothing on this page is an offer to sell or a solicitation to buy securities.

LAST UPDATED 2026-04-22

Tekku's current financing is structured as a private placement intended to rely on Regulation D promulgated under the Securities Act of 1933. The specific rule under Regulation D that the offering relies on (Rule 506(b) or Rule 506(c)) is determined by the general-solicitation posture of the offering at the time it launches. TODO(counsel): confirm the rule election and update this section with the final posture before first sale.

This portal is not an offer to sell securities and not a solicitation of an offer to buy. Any offer will be made only through a definitive offering document delivered to a qualified recipient in a jurisdiction where the offer is permitted. Access to this portal is conditioned on the recipient's agreement to treat the contents as confidential and to use the information solely for the purpose of evaluating a potential investment in Tekku.

Forward-looking statementsProjections, assumptions, and the reasons they may not materialize

This portal contains forward-looking statements regarding future events, business strategy, financial performance, product roadmap, addressable market, regulatory environment, and exit outcomes. These statements are based on current expectations and assumptions as of the date of publication and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied.

Factors that could cause actual results to differ include, without limitation: slower user adoption or conversion than projected, higher churn than modeled, changes in AI-provider pricing or availability, changes in regulatory regimes affecting children online, competitive responses by incumbents or frontier labs, technology failures, and general economic conditions. Tekku undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of publication, except as required by law.

Financial projections shown in this portal are based on assumptions about future events that may or may not occur. No representation is made that any projection will be achieved. Past performance of comparable companies is not a guarantee of future performance of Tekku.

Material risk factorsCondensed mirror of the risks register. Each entry drills to the full treatment.

An investment in Tekku involves a high degree of risk, including the possibility of a total loss of capital. The factors listed below are not an exhaustive inventory. Each investor is responsible for reviewing the full risks page and the data room, and for obtaining independent advice before committing capital.

COPPA parental-consent timingSee the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

EU AI Act kid-provisions at EU expansionSee the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

State AI-in-schools legislationSee the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

FERPA edge cases for school partnershipsSee the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

LLM provider single-point-of-failure (Anthropic)See the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

AI hallucinations in kid-facing chatSee the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

Moderation false-negative (inappropriate content exposure)See the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

Moderation false-positive (legitimate speech flagged)See the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

AI cost inflation and runway sensitivity to churnSee the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

Founder dependency (key-person risk)See the full treatment on the risks page

Summary, likelihood, impact, owner, and mitigation for this factor are documented on the risks page. Use the drill link below to review the full treatment.

Accredited investor verificationRule 501 definition; verification method; ongoing status

The offering is intended to be sold only to persons who qualify as accredited investors under Rule 501 of Regulation D. In general, an accredited investor is a natural person whose individual net worth, or joint net worth with a spouse or spousal equivalent, exceeds one million dollars (excluding the value of the primary residence), or who has had individual income in excess of two hundred thousand dollars in each of the two most recent years (or joint income in excess of three hundred thousand dollars with a spouse or spousal equivalent) and has a reasonable expectation of the same income level in the current year. Certain entity categories, licensed professionals, and knowledgeable employees also qualify. The full definition controls; the summary above is descriptive.

Verification: if the offering relies on Rule 506(c), Tekku will take reasonable steps to verify accredited status, which may include review of tax returns, brokerage statements, or third-party verification letters from a licensed attorney, certified public accountant, registered investment adviser, or registered broker-dealer. If the offering relies on Rule 506(b), self-certification by the investor will be accepted, supplemented by the investor questionnaire and the pre-existing substantive relationship required by the rule.

TODO(counsel): confirm the verification method chosen for this offering and document it with the subscription package delivered to qualified recipients.

Anti-fraud provisionsRule 10b-5 acknowledgment and duty of care

Nothing in this portal or any related offering material is intended to contain any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Investors, prospective investors, and their advisers are invited to raise any question, request any documentation, or request access to the data room to verify any statement prior to making an investment decision.

The investor is reminded that the federal securities laws, including Rule 10b-5, prohibit any person from making untrue statements of material fact or omitting to state material facts in connection with the purchase or sale of a security, and impose liability on any person who engages in such conduct. Tekku and its officers are bound by these rules and expect every party participating in the offering, including placement agents and finders, to be so bound.

State blue-sky and notice filingsNotice-filing posture; state-specific exemptions

A Regulation D Rule 506 offering preempts state substantive registration requirements under Section 18 of the Securities Act. States may still require notice filings and the payment of state filing fees. Tekku will make notice filings in each state where a sale is made, within the time required by that state's rules, and will pay applicable filing fees.

TODO(counsel): maintain the list of states in which a notice filing has been made, the date of filing, and the expiration or renewal schedule, inside the data room. Update this section at each material change.

Confidentiality and restricted useAccess is logged; material is confidential

This portal and every page within it are confidential and intended solely for the recipient. Access is logged. The material may not be reproduced, distributed, or discussed with third parties without the written consent of Tekku. The recipient agrees to use the information solely for the purpose of evaluating a potential investment in Tekku, and to return or destroy the material upon request.

Independence of counselTekku's counsel represents Tekku, not the investor

Counsel retained by Tekku represents Tekku, not any investor. An investor should not rely on Tekku's counsel for legal, tax, or investment advice. Each prospective investor is advised to retain independent counsel and independent tax advice in connection with any investment decision. Nothing delivered to the investor by Tekku or its counsel constitutes a recommendation to invest or a guarantee of any outcome.

Kid-data posture (COPPA and related)Summary of the compliance-first architecture; safety-model page has detail

Tekku is a platform designed for children ages 8 to 14 with verifiable parental consent. Tekku has adopted a compliance-first posture designed around the modernized Children's Online Privacy Protection Act rule effective April 22, 2026. Compliance architecture includes verifiable parental consent at signup, a 90-day retention window for AI transcripts and workspace snapshots, a no-training clause on all kid data, and parent-initiated cascading deletion. Tekku's compliance intent is stated, not certified, until the safe-harbor filing with an FTC-approved program is complete.

The privacy policy, available on the marketing site at the time the full product launches, governs the handling of all personal information. The policy prevails over any summary statement in this portal. See the safety model page for the architectural detail and the risks page for the COPPA-timing risk treatment.

Contact for questionsAttorney of record and investor-relations inbox

Attorney of record: TODO(counsel). Attorney of record is not yet retained as of the last update of this page. Outside counsel selection targeted ahead of seed close. Once retained, this section will name the firm, the primary attorney, and the best contact method for qualified-recipient counsel-to-counsel communications.

Investor relations: questions about this portal, the data room, or the process can be routed to the investor-relations inbox on file with each qualified recipient. Questions about any statement in the portal are welcomed; the goal is to price the risk, not to obscure it.

This page is published as the compliance spine of the Tekku investor portal. It is maintained in version control with a date-stamped last-update line. Every material change to a section is recorded as a discrete update, so a recipient can identify what changed between two points in time. If a statement anywhere in the portal conflicts with this page, the statement in this page controls for compliance purposes.

See also