Dubai, July 22, 2025
Juro Financial Inc's (the "Company") policy to issue shares in consideration for an irrevocable pledge of capital which are tied to milestones or specific benchmarks exposes us to risks that could materially affect our financial condition and results of operations.
The Company allocates shares at the time it receives an irrevocable capital pledge. When shares are allocated and fees are assessed, regulators may view this as a completed transaction. Therefore the Company deems such obligations of a capital pledge as a completed shares transaction and duly reflects the capital pledge on the balance sheet of the Company in the par nominal value per share account or the premium to par account, as applicable.
A capital pledge involves an investor committing a certain amount of capital to a fund in exchange for shares. The shares are allocated based on the investor's pledge, but the actual transfer of funds occurs later, during a capital call. Investors are legally bound to fulfill their capital commitments as outlined in the subscription and capital pledge agreement. Failure to meet these obligations can lead to penalties, including loss of rights or financial repercussions.
The Company generally accepts such pledges for larger sums where a capital call is made at a specific moment when the Company has achieved a pre-defined milestone or met a transactional contingency requirement (ie securing an acquisition of a regulated subsidiary that facilitates the enactment of the business plan). Generally, such pledges do come with expiration periods to satisfy the respective contingency to enable the company to make a capital call on each respective capital pledge.
If the Company is unable to satisfy the contingencies as defined in the respective capital pledges, the Company will be exposed to risks that could materially affect our financial condition and results of operations. If we are not able to raise sufficient working capital from investors that is unrestricted for the operational needs to enable the Company to satisfy the capital call contingencies on the pledged capital, the Company may be forced to wind-up and cease operations.
Currently, the Company has operational needs in excess of $12,000,000.00 USD, and there are several irrevocable capital pledges which are subject to contingencies to enable a capital call on those pledges. Those capital pledges exceed two billion USD, and should finance the planned M&A and operations of Juro Financial Inc.
The Company is making a capital call to all common shareholders to contribute capital for these working capital needs. For every $50.00 contributed by an existing shareholder, one share of common stock will be allocated which represents the par nominal value per share of common stock.