NEI Platform Disclosures

Version: 1.0 · Effective September 16, 2026

Last updated: September 16, 2026

This document may be updated from time to time; see its Changes section.

1. Who we are and who does what

The NEI platform is operated by New Era Ventures ApS (CVR 42329843), a Danish private limited company ("NEI"). NEI is not itself a registered broker-dealer. Securities transactions requiring registration are effected through Pickwick Capital Partners, LLC, a broker-dealer registered with the SEC, a member of FINRA, and a member of the Securities Investor Protection Corporation (SIPC). Where NEI operates outside the United States, it does so through licensed partners.

2. NEI is not a party to your transaction

NEI provides a venue and facilitation services. NEI is not a party to transactions between users, does not act as your adviser, and does not provide investment, legal, or tax advice. Nothing on the platform - listings, pricing, matches, market data, or communications - is a recommendation to buy, sell, or hold any security. The presence of a listing on the platform is not an endorsement by NEI. Whether a transaction closes depends on price, appetite, and the parties; NEI does not guarantee that any transaction will close.

3. Verification: what we check, and what we don't

Verification on the platform has two tiers (see also the NEI Terms of Service, Section 7):

NEI-sourced inventory: for deals NEI itself sources and brings to market, NEI performs its verification process - ownership, instrument, transfer restrictions, and issuer consent, checked at a point in time. Verification is not continuous and is not a guarantee.
User-listed inventory: listings submitted by other users or organisations are not automatically verified or endorsed by NEI. The listing party - a licensed professional counterparty - warrants the accuracy of its listing and that it has verified ownership, instrument, transferability, and any required issuer consent. NEI relies on that warranty.

In neither case does verification constitute advice or an assurance of transaction outcome or investment merit. NEI has no obligation to monitor listings, but reserves the right to flag, suspend, or remove any listing or data point it believes to be inaccurate, false, or misleading, and to inform affected users.

4. Risks of private-market securities

Instruments traded through the platform (shares, options, warrants, convertibles, SAFEs, fund and SPV interests) are typically unregistered, restricted securities. In particular:

Illiquidity. There is no public market. You may be unable to sell at any price, for an indefinite period.
Transfer restrictions. Most private-company shares cannot move, directly or indirectly, without issuer consent (board approval, ROFR, transfer restrictions). A consented transfer is valid; an unconsented one is void - and validity runs upstream through every layer of a holding structure.
Limited information. Private issuers do not make public disclosures. Diligence materials made available for a transaction may be incomplete, unaudited, or redacted.
Valuation uncertainty. Pricing reflects indications and observed trades in a thin market, not a continuous public price. Prior prices are no guarantee of value.
Structure risk. Interests bought through SPVs add intermediary layers, fees, and dependence on the vehicle's management.
Total loss. You can lose your entire investment.

Conduct your own due diligence and engage your own advisers.

5. Who may use the platform

Access is limited to verified, licensed, and eligible counterparties. Eligibility varies by jurisdiction; users must be accredited, professional, or institutional investors under the law applicable to them, as represented on acceptance of the Terms of Service (Section 3) and verified during onboarding. Individual investors are admitted where they meet that standard, confirmed through KYC and counterparty screening; in practice, the platform serves institutional and ultra-high-net-worth counterparties. NEI does not serve persons or entities that are subject to sanctions or listed as denied or restricted parties under applicable sanctions and trade-control laws (including UN, US, EU, and UK sanctions programs), or that are located or established in jurisdictions subject to comprehensive sanctions. Certain transactions may additionally be restricted for counterparties in particular jurisdictions, for example where issuer consent or applicable trade controls exclude them; this is determined during screening. All users are subject to KYC, AML, and sanctions screening. NEI generally does not facilitate transactions below $1M.

6. Fees and compensation

NEI is compensated on success: if a transaction NEI matched closes, NEI earns a fee, typically within a range of 0.25% to 5% depending on transaction size and terms. Fee levels may change over time, and the fee for an individual transaction may fall outside that range. The total fees on your transaction are stated upfront before you commit; when NEI puts a deal forward, that total includes NEI's fee. Who bears the fee depends on the transaction and is agreed upfront; common arrangements include the buyer paying the seller in full with the seller acting as paymaster and splitting fees among the parties, or fees settling through escrow. The arrangement for your transaction is set out in its transaction documents, which govern. If a deal does not close there is usually no fee; exceptions are agreed upfront.

What the stated total covers: the fees of the transaction itself - NEI's own fee and the fees reported to NEI. It does not include costs you incur on your own side - such as the fees of your advisers or legal counsel, other costs you incur in executing the transaction, or your taxes. Where an interest is offered through a holding vehicle, compensation may also sit in the vehicle's entry price rather than appear as a fee; ask for the vehicle's cost basis.

7. Conflicts of interest

NEI is paid on success and therefore has an economic interest in transactions closing.
NEI may facilitate both sides of a transaction and may source inventory itself alongside hosting user listings.
NEI and Pickwick Capital Partners, LLC - the broker-dealer through which platform transactions are executed - have ongoing commercial and financial relationships: Pickwick holds a minority, non-controlling investment in NEI, and members of the NEI team are registered representatives of Pickwick. The broker-dealer may therefore benefit when platform transactions close. Pickwick does not control NEI, and NEI's obligations to its users are unaffected by these relationships.
NEI uses platform data to operate and improve its services (internal only). By default, nothing you contribute is shared with third-party data partners (including MSCI). The market data NEI shares externally is NEI's own: NEI's own quotes, and data points NEI has originated or enriched (deals NEI sourced, intermediated, verified, priced or matched), limited to the resulting market data point - never your documents, untouched listings, or party identities. See the Privacy Policy, Section 4.

8. Market data

Pricing shown on the platform derives from indications of interest, executed trades, and portfolio pricing data, updated periodically. It is provided for use within the platform, as market context only: it is not investment advice, not an offer, and not suitable as a valuation source for financial reporting or LP reporting. Identifying details of transactions may be blurred to protect confidentiality.

9. Changes to these disclosures

These disclosures are versioned and updated as the platform and its regulatory posture evolve; the dates shown on this page reflect the current version.

10. Questions, feedback and complaints

Contact contact@nei.io. Complaints are reviewed and answered; where a complaint concerns securities activity conducted through the broker-dealer, it is passed to the broker-dealer, which handles it under its own regulatory obligations.