FREQUENTLY ASKED QUESTIONS
QUESTIONS ABOUT THE HIDDEN SEA AND THE INVESTMENT PROCESS
1Where did The Hidden Sea get its name?
26 million years ago, South Australia’s incredible Limestone Coast was submerged by a vast ocean, and home to a thriving marine ecosystem. A series of dramatic ice ages caused the ocean to recede, leaving the area rich with deep limestone deposits containing majestic marine fossils. Ancient, mineralized relics, and an extensive museum of marine life, now lay buried beneath the alluvial soils of this World Heritage site, and the limestone provides a natural filtration system that is perfect for growing grapes that produce award-winning wine. So, in 2014, entrepreneur Justin Moran, and retired AFL star Richie Vandenberg, founded the brand to honor “The Hidden Sea” ocean heritage of their winery, and make a positive, verifiable impact on the planet.
2How good is the quality of the wine?
Our wines are grown in premium vineyards located in Australia's most iconic wine growing regions. We employ some of the best winemakers in the country, we’re best-in-class for sustainable agriculture, and our full range is vegan friendly. Also, our wines have won multiple People’s Choice Wine Awards, and our affiliated global company just won the coveted Global Drinks Intel ESG Award for “Sustainable Wine Product.”
3How do we know that The Hidden Sea is actually removing plastic?
Our ocean health partner, ReSea Project, sets the global standard for ocean waste plastic cleanup because they’re one of the only companies certified to DNV’s Chain of Custody standard, which covers three main components: • Material integrity: Guarantee that material gathered from the specified body of water has not been mixed with material from other sources before being manufactured into a new product • Traceability: Location, integrity, mass, and use of the plastic is made traceable from water to shore and as part of a new product • Systemic approach: Management system in place that enables full traceability of material characteristics along the supply chain
4How does the investment in The Hidden Sea USA, Inc. work?
When you invest, you are buying ownership in The Hidden Sea USA, Inc. For every $2.00 you invest, you receive one share of our Class B Common Stock, plus the perks that go with the level of your investment.
5How is The Hidden Sea USA, Inc. different from The Hidden Sea’s global business?
You are investing in The Hidden Sea USA Inc. which was formed to own the business of Hidden Sea wines as the global brand expands into the United States. All revenues and expenses of the U.S. market for all sales of Hidden Sea wines go into The Hidden Sea USA Inc., the company you are investing in. You are not investing in any business related to the Hidden Sea wines outside of the United States. Those are owned by a different company that we share management with. However, the wine being sold is the same wine everywhere in the world. In essence, you are investing in the U.S. expansion of an existing global brand. See our Form C for more details. In order to be considered accredited, an individual must have had an income of at least $200,000 for the past two years (or $300,000 of income combined with their spouse or spousal equivalent), or have a net worth of over $1 million not including their primary residence. Institutions such as trusts, endowments and venture funds can also be certified as accredited provided that they have more than $5 million in assets. There are other criteria to consider. If you want to read the exact language of the law defining the term “accredited investor” click here: https://www.ecfr.gov/current/title-17/chapter-II/part-230/subject-group-ECFR6e651a4c86c0174/section-230.501
6What role do Stripe, Enterprise Bank & Trust, Dealmaker and Cultivate Capital play with The Hidden Sea USA, Inc.?
The Hidden Sea USA Inc. has partnered with Stripe, Enterprise Bank & Trust, Dealmaker and a FINRA-licensed broker-dealer, Cultivate Capital Group LLC, to provide escrow and payment processing technology solutions and broker-dealer services. We are required to have a "Qualified Third Party" hold funds in escrow during the investment process, so Enterprise Bank & Trust will do that for us. We wanted to make it easy to invest using credit cards, debit cards, bank-to-bank transfers (ACH) as well as wire transfer so we partnered with Dealmaker – a third party online investment technology provider, and Stripe – a well-known payment processor, to provide the technology needed to do all of those things. Cultivate Capital is our broker-dealer of record, and they do all the compliance needed to make sure all securities are sold the right way. If you see their names in the investment process or at any time when you are making an investment, no need to worry - they are working with us to bring you the best online experience possible.
7How much does it cost to invest in The Hidden Sea USA, Inc.?
It costs $2.00 per share, with a minimum investment of $250.00 for 125 shares of The Hidden Sea USA, Inc.
8What do I get for my investment?
You get real stock in The Hidden Sea USA, Inc. For each $2.00 you invest, you receive one share of The Hidden Sea USA, Inc. Class B Common Stock. You also get the “perks” we are giving away for the level you invest at. Perks will be sent out after all funding is in place. Check out the perks here. For example, everyone who invests the minimum $250.00 gets 125 shares of stock and ____________________. The more you invest, the more shares you get, and the more perks you get!
9How do I get a return on my investment?
You’re investing at an early stage in our company. Just like early stage investments made by venture capitalists, investment banks and private equity firms, you are investing now to hold on to your equity in The Hidden Sea USA, Inc. for the foreseeable future while we continue to attempt to grow the company and to make a profitable business. We do not have any immediate plans to pay a dividend to our shareholders in the immediate future. It is possible that we will sell all or part of the company at some point, will take the company public or that the company itself will be acquired. If any of those things happen, you could get paid a return on your investment, just like all of the investors. In the meantime, you can sell your equity in The Hidden Sea USA, Inc. after one year, but you will have to find a purchaser yourself as the shares will not be listed on any exchange, so there is no open marketplace for your equity. You would also have to comply with state and other securities laws to sell your equity at that time, and there are limits to you being able to sell the equity.
10Why are you using Regulation CF/equity crowdfunding for your securities offering?
We always say that The Hidden Sea “makes wines that matter for people who care.” We’ve already built the team to grow this brand worldwide, and now this is your chance to get in early on real equity in “the wine that saves the sea,” as it looks to expand across the United States (the largest wine market in the world) with The Hidden Sea USA. We believe we could have done this with private equity, but we also believe that’s not how you build a tribe of advocates for an exciting, award-winning brand. This is as much about building an audience, as it is about raising capital. Investors can be brand advocates to help spread the word that it is possible to enjoy premium, delicious wine—while making a tangible and measurable difference in the health of the ocean.
11How do I make an investment in The Hidden Sea USA, Inc.?
After you have read the offering page, Form C, the educational materials and you have done any additional due diligence, just fill out the form when you click the “Invest” button. In the online form (which is much like opening an account on Amazon or any other e-commerce site) we’ll ask for some additional information to identify you (as required by federal securities law) such as your SSN and date of birth. We’ve tried to make the process as simple as possible, but if you have any questions feel free to email us at INVESTORS@THEHIDDENSEA.COM.
12How much does the investment cost?
The minimum investment is $250.00.
13Is this investment risky?
Yes. All investments are inherently risky and early-stage investments are generally considered more high risk than many other established businesses. That’s why it’s so important that before you invest in any offering, you do your own due diligence so you understand not only the business and investment, but also the risk factors specific to our company. Also, read the educational materials on the Cultivate Capital website. If you cannot afford to lose the money you plan to invest if things do not work out as the company hopes, you should not invest. Read and understand the documents and talk to your own advisors before you invest.
14What is the investment process?
Just click on the “Invest” button and fill in the blanks. The entire process takes about 10-15 minutes, and is much like opening an account on Amazon or any other e-commerce site. We’ll ask for some additional information to identify you (as required by federal securities law) such as your SSN and date of birth. You have to electronically sign some forms to make it legal. We’ve tried to make the process as simple as possible, but if you have any questions feel free to email us at INVESTORS@THEHIDDENSEA.COM.
15Can I buy shares as a gift for someone else?
Because of compliance procedures we must perform on all investors and certain limitations as to transferring Regulation CF shares, we cannot allow you to buy shares as a gift for someone else. However, after you have purchased shares and they have been issued to you it is possible in some circumstances
16Why do I have to give my social security number and date of birth to invest?
Federal and state securities laws require the funding portal to verify your identity and to do certain compliance tests behind the scenes when you apply to invest. While we would prefer to not have to ask you for this information, The Hidden Sea USA Inc. and/or our broker-dealer Cultivate Capital cannot do what federal law requires us to do unless we get that information from you. As an investor in our company, we want you to understand that we take the legal aspects of our job very seriously, and that we do our best to comply with all laws that apply to us, including these. We wish we didn’t have to ask for your private information but because we are following the rules of Regulation Crowdfunding, we are responsible for verifying the identity of each investor. This is required under U.S. federal law to prevent terrorist financing and money laundering. Think of it just like if you opened a bank account… you have to prove to the bank who you are or they will not open an account for you. When you provide your private information to us, our FINRA licensed broker-dealer uses it to verify your identity through a secure link to an established third party verification service. Many people have the same or similar names, but no two people can have the same date of birth and social security number. As an investor, we hope you understand that following these rules is very important to all of us at The Hidden Sea USA, Inc.. That’s the responsible thing to do to protect all of us, and you as an investor. Here’s what we need from you in addition to the information you would have to give any online company (like Amazon, or Facebook) to open an account, and why we have to collect it or you cannot legally become an investor in our company: 1. Your date of birth and social security number or other national ID number. Securities laws require us to verify your identity and to do certain compliance tests behind the scenes when you apply to invest. The only way they can verify you are who you say you are is by checking these two things. 2. Your income and net worth if you are not an accredited investor. While none of us at The Hidden Sea USA, Inc. think the government should distinguish between possible investors based on how much money you have or how much you earn, this is the way the Regulation Crowdfunding law was written that allows private companies to sell you securities if you are not an accredited investor. Just so you know, for many years before this 2016 law – non-accredited investors were generally not allowed to invest in most securities issued by private early stage companies. The personal information you provide to us will be provided in an encrypted manner, and we do what is reasonable within the limitations of the existing computer and online world to protect that information. We take your privacy seriously and will not distribute or sell your private information to anyone, other than regulatory bodies that require it or people like third-party identification providers who need it to do what is required under securities laws. However, like every other company in the world, we are subject to possible criminal acts like someone who attempts to hack our systems. We cannot ever (nor can anyone else) 100% guarantee that such criminal acts or hacking will never occur, but we take commercially reasonable steps, like any responsible company, to prevent that from happening.
17Why do I have to give my income and net worth to invest if I’m not an accredited investor?
This is a requirement of federal securities laws and of Regulation CF. The law is designed to ensure that people do not invest more than a certain amount, so we have to collect this information if you are not an accredited investor. As an investor in our company, we want you to understand that we take the legal aspects of our job very seriously, and that we do our best to comply with all laws that apply to us, including these.
18What are you doing to protect my information?
The personal information you provide to us will be provided in an encrypted manner, and we do what we can within the limitations of the existing computer and online world to protect that information. We take your privacy seriously and will not distribute or sell your private information to anyone, other than regulatory bodies that require it or people like our funding portal and/or broker-dealer who have to have it to do what is required under federal and state laws. However, please understand that we, like every other company in the world, are subject to possible criminal malfeasance or someone who attempts to hack our systems. We cannot ever (nor can anyone else) 100% guarantee that such criminal acts or hacking will never occur, but we take commercially reasonable steps, like any responsible company, to prevent that from happening.
19Can I get a refund?
Once your investment is finalized, we cannot provide you with a refund. You have up until 48 hours before a closing is held to request a refund. If you change your mind prior to the time your investment is finalized, write to us at INVESTORS@THEHIDDENSEA.COM and we will do our best to work something out for you, if we can.
20What is a rolling close?
We may choose to do a rolling close to receive some of the money raised and start using it for the film. The name “rolling close” comes from the fact that investments may be closed on a rolling basis, as opposed to all at once the end of the offering. If you have made an investment in our securities offering before a rolling close: ♦ You will receive a notification announcing when the rolling close will happen. ♦ If you don’t cancel or lower your investment, it will become finalized at the rolling close date, just like it would have been finalized at the end of the entire offering. You will not be able to get a refund after a rolling close your investment is included in. ♦ The funds raised to the date of a rolling close will be sent to us from escrow, and the offering will continue. ♦ If you wish to cancel or lower your investment, you must do so more than 48 hours before the announced rolling close date. ♦ If you wish to increase your investment in the company after the rolling close, you can do so and we will do the math to be sure you receive the correct perks.
21Why does The Hidden Sea USA, Inc. and/or our broker-dealer sometimes reach out to investors for more information such as a passport, driver’s license, utility bill or other documents?
Most investors are verified through an established third party verification service without any more information required other than your name, address, SSN and date of birth. But sometimes people are flagged by the third party verification service because the information does not match up or because their name is similar to someone who is on a list of potential bad actors. For example, you might have recently moved to a new home, so the third party verification service raises a flag that you do not match information in their system. In a case like that, we may ask you to upload a recent utility bill or another document that shows your new address.
22How do I find your stock symbol?
The Hidden Sea USA, Inc. is not a public company and does not have a stock symbol. While our securities offering is open to the general public, we are still a private company and thus our securities are not traded on any exchange. This means there is no stock symbol, and the only way to invest is via this website.
23What is crowdfunding?
Some people refer to the way we are raising capital (and how we allow you to invest!) as “crowdfunding.” Put simply: crowdfunding is raising funds from a crowd of people. The term might be new, but the concept is not – if you’ve ever thrown in $5 toward an office party, you have witnessed crowdfunding in action. The term “crowdfunding” generally applies to using the internet as a means of raising money online by collecting (relatively) small amounts of money from a large number of people.
24What is the difference between rewards and equity crowdfunding?
If you give someone money on a rewards-based crowdfunding site, you are either making a donation or purchasing a product that doesn’t exist yet. If you give a company money like what we are doing with this film, you are investing in the company and will own part of that company. Sites like Kickstarter, Indiegogo and GoFundMe are all rewards-based crowdfunding platforms. They allow people to raise money for a project by offering some sort of perk or reward in exchange for contributions. They are not allowed to sell ownership or equity in a business to raise funds. Our securities offering utilizes equity crowdfunding, which allows us to raise money for our business by selling securities to people like you and to give you perks and/or rewards for investing!
25What is the JOBS Act?
The JOBS Act allows everyday people to invest at an early stage in a private company. This is something that you were generally not allowed to do until 2015. Before that, the rich and well-connected could easily invest in early-stage private companies like The Hidden Sea USA, Inc., but there were many restrictions for anyone else to take advantage of early-stage private company investment opportunities. The U.S. Congress passed the JOBS Act with bipartisan support and the President signed the bill in April of 2012. The U.S. Securities and Exchange Commission (SEC) finalized the rules for “Regulation Crowdfunding” of the JOBS Act that went into effect in 2016. That made it legal for companies like The Hidden Sea USA, Inc. to sell our securities online to the general public and made it legal for anyone to invest in a company like ours.
26What is an accredited investor?
An accredited investor is someone who meets specific criteria outlined by the SEC and by federal law and is therefore eligible to participate in certain investment offerings. To be considered accredited, an individual must have had an income of at least $200,000 for the past two years (or $300,000 if married) or have a net worth of over $1 million not including their primary residence. Institutions such as trusts, endowments and venture funds can also be certified as accredited provided they have more than $5 million in assets. If you want to read the exact language of the law defining the term “accredited investor” click here: https://www.sec.gov/education/capitalraising/building-blocks/accredited-investor
27Can I invest in The Hidden Sea USA, Inc. if I’m not accredited?
Regulation Crowdfunding does not require you to be accredited to invest in The Hidden Sea USA, Inc. Accredited investors are allowed to invest more than those who are not accredited.
28Can I invest if I’m not 21?
No. You must be at least 21 years old to invest.
29Can I invest if I don’t live in the U.S.?
Yes! This securities offering is open for anyone across the world to invest, as long as in your country and jurisdiction it is legal. We recommend consulting with a lawyer in your jurisdiction before investing in our company in case your country or situation requires specific legal or investment advice.
30Can I encourage other people to invest?
Yes! The more, the merrier. We hope you will help us spread the word and have your friends, family, co-workers, neighbors, and social media followers join you as an investor!
31What are my options for paying for my investment?
You can pay by credit or debit card, ACH (bank payment) or wire.
32Can I invest through my broker?
No, you can only invest through our online offering page.
33Can I invest through my company, IRA, trust, or retirement account?
Yes, just fill out the forms for the entity you choose to invest through.
34Who should I contact if I have more questions?
Still have questions? Reach out to us through the offering page. If you are already an investor, reach out to us at INVESTORS@THEHIDDENSEA.COM and we’ll do what we can to help.