Pre-IPO Convertible Note · Accredited Investors Only
RYSE Pre-IPO Convertible Note Offering
This is an exclusive investment offering for accredited investors who want both fixed monthly income and a stake in RYSE before we go public or are acquired — with automatic conversion at a 30% discount to the share price at exit.
12%
Annual Interest
Paid monthly
$10K
Minimum
No maximum
30%
Discount to IPO/Exit Share Price
Automatic conversion on exit
24
Month Term
Auto-converts at maturity
Part 1 — Fixed Income
Earn 12% annually, paid monthly
Interest accrues at 12% per annum from the day funds are received. Paid in cash on the first business day of every month — no deferral, no compounding. Fixed and predictable.
Part 2 — Automatic Conversion
Convert at a 30% discount to IPO or acquisition price
If RYSE undergoes an IPO or is acquired within 24 months, your principal automatically converts to RYSE equity at a 30% discount to the share price. For qualifying private financings, you have the option to elect conversion.
Key Terms
Interest Rate
12% per annum (365-day)
Payment Day
1st business day / month
Note Term
24 months
At Maturity
Converts to equity
Conversion Discount
30% discount to share price at exit
IPO / Acquisition
Automatic conversion
Minimum Investment
$10,000 USD
Why We're Raising
This capital is being raised to position RYSE for a potential IPO or acquisition.
The proceeds go toward building the infrastructure required to take RYSE public or attract a strategic acquirer — corporate governance, audited financials, legal structure, and continued revenue growth. The conversion right in your note is directly tied to these milestones.
👤
Raffi King — Investor Relations
Questions about the offering? Raffi is here to help before, during, and after your application.
This offering is available exclusively to accredited investors. See legal disclosures below.
Step 1 of 6 — Investment
How much would you like to invest?
All notes earn 12% annual interest regardless of amount. Minimum investment is $10,000.
$10,000
$100/mo
$25,000
$250/mo
$50,000
$500/mo
$100,000
$1,000/mo
$250,000
$2,500/mo
$500,000
$5,000/mo
$
12% APR
Annual rate
—
Monthly income
—
Annual income
Automatic on IPO / Acquisition
30% Discount Conversion — Built Into Every Note
Your note automatically converts at 30% discount to the share price on any IPO or acquisition. For qualifying private financings over $1M, you have the option to elect conversion.
Step 2 of 6 — Contact Info
Tell us about yourself
This information will appear on your convertible note agreement.
Are you an existing RYSE Inc. shareholder or noteholder?
✓ Yes
✗ No
Step 3 of 6 — Investor Type
How are you investing?
This determines how your name appears on the agreement.
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Individual
Personal investment in your name
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Joint
Two individuals (spouses, partners)
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Corporation / LLC
Investing through a company
📋
Trust
Family trust or estate
🏦
IRA / Retirement
Self-directed IRA, RRSP, TFSA
📁
Other
Partnership, foundation, etc.
Second Investor Details
Custodian / Account Details
Step 4 of 6 — Address & Location
Your address and jurisdiction
Your address appears on the agreement. Your jurisdiction determines which securities law provisions apply.
🇺🇸
United States
Regulation D, Rule 506(b)/(c)
🇨🇦
Canada
NI 45-106 accredited investor
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International
Outside US and Canada
Step 5 of 6 — Accredited Investor
Confirm your investor status
Select the basis on which you qualify as an accredited investor.
Net Worth Over $1,000,000
My individual or joint net worth (with spouse) exceeds $1,000,000, excluding my primary residence.
Individual Income Over $200,000
My individual income exceeded $200,000 in each of the last 2 years and I expect the same this year.
Joint Income Over $300,000
My joint income with my spouse exceeded $300,000 in each of the last 2 years.
Entity with Assets Over $5,000,000
Investing through a corporation, LLC, trust, or partnership with total assets over $5M.
Net Worth Over CAD $1,000,000
My net financial assets or net assets exceed $1,000,000 CAD (NI 45-106 s.1.1).
Net Income Over CAD $200,000
My net income before taxes exceeded $200,000 in each of the last 2 years (or $300,000 with spouse).
Canadian Entity with Assets Over $5,000,000
Investing through a Canadian entity with total net assets over $5,000,000 CAD.
Accredited Investor in My Home Jurisdiction
I qualify as an accredited investor (or the local equivalent) under the securities laws of my country of residence.
Section 4(a)(2) — Private Placement Exemption
Based on your pre-existing relationship with RYSE, this offering may qualify for a private placement exemption under Section 4(a)(2) of the Securities Act. Please confirm the statements below.
Existing RYSE Shareholder or Noteholder
I confirm that I have a pre-existing relationship with RYSE Inc. as an existing shareholder or noteholder, and that I am not investing in response to any general advertising or general solicitation.
Adequate Information & Investment Experience
I have had access to adequate information about RYSE Inc. and its business by virtue of my prior relationship, and I have sufficient knowledge and experience to evaluate the merits and risks of this investment.
Both representations confirmed. You may proceed to review your agreement.
Self-Certification: By proceeding you confirm the above. RYSE reserves the right to request supporting documentation before closing.
Review & Sign
Review and sign your Convertible Note
Here are your key terms at a glance. The full agreement is below — expand it to read, or download a copy.
12%
Annual Interest
Paid monthly in cash, starting the 1st of the month after funding
30%
Discount at Exit
Converts to equity at 30% below the share price on IPO or acquisition
24mo
Note Term
Principal converts to equity — collect interest the entire term
📄 Full Convertible Note Purchase AgreementClick to expand ▾
Sign This Convertible Note Agreement
By clicking below, you confirm you have read, understand, and agree to all terms of this Convertible Promissory Note Purchase Agreement, including the conversion provisions.
Your electronic signature constitutes a legal signature under the U.S. ESIGN Act and the Uniform Electronic Transactions Act (UETA).
✓
Agreement Signed
Transfer your investment to activate your note and start earning.
Connect your bank account
Securely link your bank via Stripe. Your bank credentials are never stored with us.
Payment Initiated
ACH transfers take 3–5 business days. We'll email you when funds are received and your note is activated.
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Wire Transfer Instructions
Send to RYSE's JPMorgan Chase account. Include your full name in the memo.
Account Name
RYSE INC.
Account Number
10141741003902
ACH Routing
028000024
Fedwire Routing
021000021
SWIFT (Int'l)
CHASUS33
Beneficiary Address
20 Camden St., Suite 200, Toronto, Ontario, M5V 1V1
Bank
JPMorgan Chase · 383 Madison Ave, New York, NY 10179
Memo: Include your full name + "Convertible Note". Funds arrive in 1–2 business days.
✓ Got it! Check your email for the wire instructions.
Pay by Check
Make payable to RYSE Inc. and mail to the address below.
Payable To
RYSE Inc.
Mailing Address
20 Camden St., Suite 200 Toronto, Ontario, M5V 1V1
Memo Line
Your full name + "Convertible Note"
Note: Checks take 5–7 days to clear. Note activates upon clearance.
✓ Got it! We're expecting your check. Confirmation email sent.
This website and offering materials may contain forward-looking statements relating to RYSE Inc., its business plan, strategy, and industry. These statements are based on management's current beliefs and assumptions. Words such as "estimate," "project," "believe," "anticipate," "intend," and "expect" identify forward-looking statements. These statements reflect management's current views regarding future events and are subject to risks and uncertainties that could cause actual results to differ materially. Investors should not place undue reliance on these statements, which speak only as of the date on which they are made. RYSE Inc. does not undertake any obligation to revise or update these statements to reflect events or circumstances after such date or the occurrence of unanticipated events.
Risk Disclosure & Securities Law
Investing in a convertible promissory note involves significant risk, including the potential loss of your entire investment. This is a speculative offering suitable only for accredited investors who can bear the loss of their entire investment. There is no guarantee that RYSE Inc. will complete an IPO, be acquired, or achieve any particular financial outcome. Past performance is not indicative of future results. The conversion right may never trigger if no qualifying exit event occurs within the note term. This offering is made pursuant to an exemption from registration under the U.S. Securities Act of 1933 in reliance on Regulation D, Rule 506(b) or 506(c), and/or applicable Canadian securities laws including National Instrument 45-106. These securities have not been registered under any securities laws and are subject to restrictions on resale. Nothing on this website constitutes investment, legal, or tax advice. Prospective investors should consult their own advisors before making any investment decision.