BYLAWS OF ACCREW, INC.
Adopted: November 12, 2025 ARTICLE I - BUSINESS AND PURPOSE
Section 1.1 Purposes. The purposes of Accrew, Inc. (the "Corporation") shall be to enter into any lawful transaction and/or business venture.
Section 1.2 Powers. The Corporation shall have the power to do any and all acts and things necessary, appropriate, advisable, or convenient for the furtherance and accomplishment of the purposes of the Corporation, including, without limitation, to engage in any kind of activity and to enter into and perform obligations of any kind necessary to or in connection with, or incidental to, the accomplishment of the purposes of the Corporation, so long as said activities and obligations may be lawfully engaged in or performed by a corporation under the laws of the state of Delaware.
Section 1.3 Term of Corporation. The Corporation commenced on the date upon which the Certificate of Incorporation was duly filed with the Delaware Division of Corporations and shall continue in perpetuity, unless dissolved and liquidated per shareholder action under the laws of the state of Delaware.
ARTICLE II - OFFICES, FISCAL YEAR, REGISTERED AGENT
Section 2.1 Registered Office. The registered office of the Corporation shall be located at 16192 Coastal Highway, Lewes, Delaware 19958, provided that the Board of Directors may decide from time to time to set the location of the principal executive office of the Corporation at any place either within or outside the State of Delaware.
Section 2.2 Fiscal Year. The fiscal year of the Corporation will run from January 1st through December 31st and may be altered or changed from time to time by the Board of Directors at their discretion.
Section 2.3 Registered Agent. The name and address of the Corporation's registered agent for Delaware is Gust Delaware, Inc., 16192 Coastal Highway, Lewes, Delaware 19958.
ARTICLE III - SHAREHOLDERS
Section 3.1 Annual Meetings. The annual meeting of shareholders of the Corporation shall be held each year on a date and at a time designated by the Board of Directors, which shall be no later than thirteen (13) months after the last annual meeting of the shareholders, with such meeting to be held within or outside the State of Delaware. At the meeting, Directors shall be elected and any other proper business may be transacted. The Board of Directors may, at its sole discretion, determine that the meeting will not be held at any place, but may instead be held solely by means of remote communication. If no date for the annual meeting is established or said meeting is not held on the date established as provided above, a special meeting in lieu thereof may be held or there may be action by written consent of the

shareholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these Bylaws or otherwise all the force and effect of an annual meeting as provided under the Delaware General Corporation Law (Title 8 of the Delaware State Code, the "Code").
Section 3.2 Special Meetings. Special meetings of the shareholders may be called at any time by a Director or by the holders of shares of stock entitled to cast no less than half (50%) of the votes at the meeting, with such meeting to be held on a date and at a time and place either within or outside the State of Delaware as may be stated in the notice of the meeting.
Section 3.3 Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting must be given no less than ten (10) nor greater than 60 days before the date of the meeting to each shareholder entitled to vote thereat, except that meetings to increase the number of shares, the number of shareholders, or corporate indebtedness require at least 60 days' notice.
Notice of a shareholders' meeting must be given by (1) hand delivery; (2) certified U. S. mail, return receipt requested; or (3) facsimile or electronic transmission, addressed to the shareholder at the address of such shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. The notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. Notices shall be sent to the addresses stipulated in the Shareholder Ledger (Schedule 1 hereto).
Section 3.4 Adjournments. When a shareholders' meeting is adjourned to another time or place, except as otherwise provided in this Section, notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
Section 3.5 Validating Meeting of Shareholders; Waiver of Notice. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person expressly objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice but not so included. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the

meeting or approval of the minutes thereof, except as required by the Code. A form of waiver is attached hereto as Exhibit B.
Section 3.6 Quorum. Three-quarters (75%) of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to reduce the voting shares below a quorum. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted, except as provided in this Article.
Section 3.7 Organization. Meetings of shareholders shall be presided over by the officers of the Corporation. In the absence of the foregoing persons, a chairman of the meeting may be designated by the shareholders in attendance at the meeting. The Secretary of the Corporation shall act as the secretary of the meeting, or in their absence, the chairman of the meeting may appoint any person to act as secretary of the meeting.
Section 3.8 Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each outstanding share of common stock of the Corporation (regardless of class) shall be entitled to one vote on each matter submitted to a vote of shareholders. Any holder of shares entitled to vote on any matter may vote part of such shares in favor of the proposal and refrain from voting the remaining such shares or vote them against the proposal, other than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is all shares such shareholder is entitled to vote. Unless otherwise stated, a majority vote will be required to affirm the resolution. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such shareholder by either written proxy or a transmission permitted by Section 212(c) of the Code, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in this Section. A proxy may be revoked by a writing delivered to the Corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy.
In all elections for Directors, every shareholder shall have the right to vote the number of shares owned by such shareholder that are entitled to vote for as many persons as there are Directors to be elected, or to combine such votes and give one candidate as many votes as shall equal the number of Directors multiplied by the number of such shares held by such shareholder, or to distribute such cumulative votes in any proportion among any number of candidates. In all other matters, unless otherwise provided by Delaware law, the Certificate

of Incorporation or these Bylaws, the affirmative vote of the holders of a majority of the shares entitled to vote on the subject matter at a meeting in which a quorum is present shall be the act of the shareholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes at a meeting in which a quorum is present shall be the act of such class or classes, except as otherwise provided by Delaware law, the Certificate of Incorporation or these Bylaws.
Section 3.9 Fixing Date for Determination of Shareholders of Record. In order that the Corporation may determine the shareholders entitled to notice of any meeting or to vote or to express consent to corporate action in writing without a meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 days nor less than ten (10) days prior to the date of such meeting or more than 60 days prior to any such other action.
If no record date is fixed:
(a)	the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day immediately preceding the day on which notice is given or, if notice is waived, at the close of business on the business day immediately preceding the day on which the meeting is held;
(b)	the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given; and
(c)	the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto or the 60th day prior to the date of such other action, whichever is later. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof.
Section 3.10 Consent of Shareholders in Lieu of a Meeting. Except as otherwise provided in the Certificate of Incorporation or under the Code, any action that may be taken at any annual or special meeting of the shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
If such consent is signed by less than all of the shareholders entitled to vote, then such consent shall become effective only if, at least five days prior to the execution of the consent, a notice in writing is delivered to all the shareholders entitled to vote with respect to the subject matter thereof and, after the effective date of the consent, prompt notice of the taking of the Corporation action without a meeting by less than unanimous written consent is

delivered in writing to those shareholders who have not consented in writing.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.1 Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by, and all corporate powers shall be exercised by or under, the direction of a "Board of Directors," except as otherwise provided in these Bylaws or the Certificate of Incorporation. The Board of Directors shall consist of not less than one nor more than five "Directors," with the exact number of Directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the Board of Directors.
Section 4.2 Election; Term of Office; Resignation; Vacancies. At each annual meeting of shareholders, Directors shall be elected to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which such Director is elected and until a successor has been elected and qualified. Any Director may resign upon giving written notice to the Board of Directors of the Corporation, and such resignation will take effect when the notice is delivered, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Subject to the provisions of the Code, any Director may be removed with or without cause at any time by the shareholders of the Corporation at a special meeting called for such purpose. In addition, any Director may be removed for cause by action of the Board of Directors.
Unless otherwise provided in the Certificate of Incorporation or these Bylaws and except for a vacancy caused by the removal of a Director, vacancies on the Board of Directors may be filled by appointment by the Board of Directors. The shareholders may elect a Director at any time to fill a vacancy not filled by the Board of Directors.
Section 4.3 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such places within or outside the State of Delaware and at such times as the Board of Directors may from time to time determine.
Section 4.4 Special Meetings; Notice of Meetings; Waiver of Notice. Special meetings of the Board of Directors may be held at any time or place within or outside the State of Delaware whenever called by any member of the Board of Directors. Subject to any greater notice requirements set forth in the Code, special meetings shall be held on five days' notice by mail (including email) or 48 hours' notice delivered personally or by telephone, telegraph, or any other means of communication authorized by the Code.
Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without objection to, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board of Directors. A form of waiver is attached hereto as Exhibit B.

Section 4.5 Participation in Meetings by Conference Telephone Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or of such committee, as the case may be, through the use of conference telephone or similar communications equipment permitted by the Code, so long as all members participating in such meeting are clearly audible, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
Section 4.6 Quorum; Adjournment; Vote Required for Action. At all meetings of the Board of Directors, two-thirds of the number of Directors then elected and in office shall constitute a quorum for the transaction of business. Subject to the provisions of the Code, every act or decision made by at least two-thirds (67%) of the Directors present, at a meeting where quorum is established, shall be the act of the Board of Directors unless the Certificate of Incorporation or these Bylaws require a vote of a greater number.
Two-thirds (67%) of the Directors present, whether or not a quorum is established, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 4.7 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, or in the absence of the Chairman of the Board by the Vice Chairman of the Board of Directors, if any, or in their absence by a chairman chosen at the meeting. One of the other Directors will act as secretary of the meeting.
Section 4.8 Action by Directors Without a Meeting. Any action required or permitted to be taken by the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.
Section 4.9 Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of Directors for services in any capacity, including, but not limited to, attendance at any annual or special meeting of the Board of Directors.
Section 4.10 Removal of Directors. Unless otherwise restricted by statute, by the Certificate of Incorporation or by these Bylaws, any Director or the entire Board of Directors may be removed, with or without cause, by, and only by, the affirmative vote of the holders of the shares of the class, classes, or series of stock entitled to elect such Director or Directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders, and any vacancy thereby created may be filled by the holders of such class, classes, or series of stock represented at the meeting or pursuant to written consent.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of such Director's term of office.
Section 4.11 Employee Incentives. Subject to the provisions of the Delaware General Corporation Law and any limitations in the Corporation's Certificate of Incorporation or these Bylaws, the Board of Directors shall have the power to adopt a Stock Option and Incentive Plan and/or an Equity Incentive Plan in its discretion. The implementation of either such plan is subject to any and all limitations contained in these Bylaws and in the Corporation's Certificate of Incorporation.
ARTICLE V - EXECUTIVE AND OTHER COMMITTEES
The Board of Directors, by resolution adopted by at least two-thirds (67%) of the number of Directors then elected and in office, may designate an executive committee and other committees, each consisting of two or more Directors, to serve at the pleasure of the Board of Directors, and each of which, to the extent provided in the resolution but subject to the Code, will have all the authority of the Board of Directors.
The Board of Directors may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article IV of these Bylaws.
ARTICLE VI - OFFICERS
Section 6.1 Officers; Election. As soon as practicable after the annual meeting of shareholders each year, the Board of Directors shall appoint a Chairman of the Board, President or Chief Executive Officer, a Chief Operating Officer, a Chief Technology Officer, a Secretary, and a Treasurer. The Board of Directors may also elect one or more Vice Presidents, and such other officers as the Board of Directors may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.
Section 6.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer will hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board of Directors of the Corporation. Such resignation will take effect when the notice is delivered, unless the notice specifies a later time, and unless otherwise specified therein, no acceptance of such resignation will be necessary to make it effective. The Board of Directors may remove any officer with or without cause at any time. Any such removal will be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the

election of an officer will not itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.
Section 6.3 Powers and Duties. The President or other appointed officers of the Corporation will have such powers and duties in the management of the Corporation as are stated in these Bylaws or in a resolution of the Board of Directors that is not inconsistent with these Bylaws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board of Directors. The President or other appointed officers will have the duty to record the proceedings of the meetings of the shareholders, the Board of Directors and any committees in a book to be kept for that purpose.
Except as elsewhere provided herein, the President or other appointed officers shall act by majority vote, provided, however, that such persons as hold the titles of Chief Executive Officer, Chief Operating Officer, and Chief Technology Officer shall together form the "Management Team," with actions of the Management Team determined by majority vote of the Management Team. Except as otherwise stated in these Bylaws or required under the Code, the business and affairs of the Corporation shall be conducted, directed, managed, and controlled, and all actions required under these Bylaws shall be determined solely and exclusively by, the President or other appointed officers; and the President or other appointed officers shall have all rights and powers and authority on behalf and in the name of the Corporation to perform all acts necessary and desirable to the objects and purposes of the Corporation. Without limiting the generality of the foregoing, the President or other appointed officers, in their capacity as such, shall have the right and power and authority, except as otherwise stated in these Bylaws, required under the Code, or specified by the resolutions of the Board of Directors electing such officers, on behalf of the Corporation to:
(a)	authorize, execute, and engage in contracts, transactions, investments, and dealings on behalf of the Corporation, including contracts, transactions, investments, and dealings with any officer, Director, or shareholder;
(b)	borrow money on behalf of the Corporation and mortgage, pledge, or otherwise encumber any assets of the Corporation;
(c)	collect all amounts due to the Corporation;
(d)	call meetings of shareholders;
(e)	issue, to the extent and for such period as the Board of Directors explicitly delegates such authority to the officers, shares with the approval of the Management Team and in accordance with the restrictions of these Bylaws and the program described in Exhibit A, including the issuance of shares to employees of the Corporation, in consideration of services performed and to be performed, subject to such vesting provisions, priorities, including limitations on sharing in proceeds of liquidation or sale, or other requirements or conditions as determined by the Management Team;
(f)	pay all expenses incurred in forming the Corporation;

(g)	lend money;
(h)	determine and make distributions, in cash or otherwise, in respect of shares, in accordance with the provisions of these Bylaws and the Code;
(i)	establish a record date with respect to all actions to be taken hereunder that require a record date to be established;
(j)	establish or set aside any reserve or reserves for contingencies and for any other proper corporate purpose;
(k)	redeem, repurchase, or exchange, on behalf of the Corporation, shares that may be so redeemed, repurchased, or exchanged;
(l)	appoint (and dismiss from appointment) attorneys and agents on behalf of the Corporation and employ or otherwise engage (and dismiss from employment or other engagement) any and all persons providing legal, accounting, or financial services to the Corporation, and such employees, consultants, independent contractors, or agents as the officers deem necessary or desirable for the management and operation of the Corporation, including, without limitation, any shareholder;
(m)	incur and pay all expenses and obligations incident to the operation and management of the Corporation, including, without limitation, the services referred to in the preceding paragraph, taxes, interest, travel, rent, insurance, supplies, and salaries and wages of the Corporation's employees and agents, including compensation to service providers who are also shareholders or Directors, provided, however, that any adjustment in the compensation of shareholders or Directors who are also officers must be justified, as determined by the officers, based on the relative contribution of each officer on behalf of the Corporation and the financial strength or success of the operations of the Corporation and must be agreed on unanimously by all officers then acting;
(n)	acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Corporation and its assets or otherwise in the interest of the Corporation as the officers shall determine;
(o)	open accounts and deposit, maintain, and withdraw funds in the name of the Corporation in banks, savings and loan associations, brokerage firms, or other financial institutions;
(p)	effect a dissolution of the Corporation and act as liquidating trustee or the person winding up the Corporation's affairs, all in accordance with the provisions of these Bylaws and the Code;
(q)	bring, defend, arbitrate, prosecute, or compromise on behalf of the Corporation actions and proceedings at law or equity before any court or governmental, administrative, or other regulatory agency, body, or commission or otherwise;

(r)	prepare and cause to be prepared reports, statements, and other relevant information for distribution to shareholders as may be required or determined to be necessary or desirable by the officers from time to time;
(s)	prepare and file all necessary returns and statements and pay all taxes, charges, assessments, and other impositions applicable with respect to the Corporation or its income or assets;
(t)	delegate to any person or committees of persons any right, power, authority, and duty of the officers;
(u)	prosecute, protest, defend, and protect all proprietary rights (including all trade names, trademarks, and service marks, and all licenses and permits and applications with respect thereto) of the Corporation and all rights of the Corporation in connection therewith;
(v)	execute and deliver, for and on behalf of the Corporation, promissory notes, evidences of indebtedness, agreements, assignments, deeds, leases, loan agreements, mortgages, and other security instruments, in each case as the officers deem necessary or appropriate for the objects and purposes of the Corporation; and
(w)	execute all other documents or instruments, perform all duties and powers, and do all things for and on behalf of the Corporation in all matters necessary or desirable or incidental to the foregoing.
The express grant of any power or authority in these Bylaws to the officers shall not in any way limit or exclude any other power or authority of the officers that is not specifically or expressly set forth in this Agreement.
Notwithstanding the foregoing, the unanimous written consent of all officers is required (a) to sell, transfer, exchange, dispose of, or abandon, in any single transaction or related series of transactions, Corporation property or assets having a net value in excess of thirty percent (30%) of the aggregate net value of all Corporation properties and assets; (b) to merge or consolidate the Corporation with or into any other corporation or any limited liability company, partnership, or other entity; (c) to refinance any loan of the Corporation in excess of $500,000 in replacement of any nonrecourse financing; (d) to change the purposes for which the property of the Corporation is held; (e) to incur debt in excess of ordinary working capital amounts at any time after all the secured debt of the Corporation has been replaced with nonrecourse financing; and (f) to raise additional capital other than as permitted under these Bylaws.
Section 6.4 Salaries. The salaries, compensation, and other benefits, if any, of the officers will be fixed from time to time by the Board of Directors, and no officer will be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation.

ARTICLE VII - SHARES
Section 7.1 Forms of Certificates. Every holder of shares in the Corporation is entitled to have a certificate signed in the name of the Corporation by at least one duly assigned officer of the Corporation, certifying the number of shares and the class or series of shares owned by such shareholder. If such certificate is manually signed by at least one officer or manually countersigned by a transfer agent or by a registrar, then any other signature on the certificate may be a scanned or facsimile signature. In case any officer, transfer agent or registrar who has signed or whose scanned or facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.
Section 7.2 Lost, Stolen, or Destroyed Share Certificates; Issuance of New Certificates. The Corporation may issue a new share certificate or a new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's authorized representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate.
Section 7.3 Restrictions on the Transfer of Stock. Generally, the holders of common stock may not Transfer (as defined below) stock to any party other than the Corporation unless approved by the Board of Directors or as part of a change in control over the Corporation. Any Transfer, or purported Transfer, of shares not made in strict compliance with this Section shall be prohibited, shall not be recorded on the books and records of the Corporation, shall be null and void, and shall not be recognized by the Corporation. The foregoing restriction on Transfer shall terminate upon the date securities of the Corporation are first offered to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"). For the avoidance of doubt, an offering conducted pursuant to Regulation A promulgated under the 1933 Act will not be considered an offering to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the 1933 Act.
"Transfer" shall mean, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation, or suffrage of a lien or encumbrance in or upon, or the gift, placement in trust, or the Constructive Sale (as such term is defined below) or other disposition of such security (including transfer by testamentary or intestate succession, merger or otherwise by operation of law) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.
"Constructive Sale" shall mean, with respect to any security, a short sale with respect to

such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security, or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership. Any purported Transfer of any shares of the Corporation's stock effected in violation of this Section 7.3 shall be null and void and shall have no force or effect, and the Corporation shall not register any such purported Transfer.
Any stockholder seeking the approval of the Board of Directors of a Transfer of some or all of its shares shall give written notice thereof to the Secretary of the Corporation that shall include: (i) the name of the stockholder; (ii) the proposed transferee; (iii) the number of shares, the Transfer of which approval is thereby requested; and (iv) the purchase price (if any) of the shares proposed for Transfer. The Corporation may require the stockholder to supplement its notice with such additional information as the Corporation may request.
Certificates representing, and in the case of uncertificated securities, notices of issuance with respect to, shares of stock of the Corporation shall have the following legend impressed on, printed on, written on or otherwise affixed:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY U.S. STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE U.S. STATE SECURITIES LAWS, OR PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY'S BOARD OF DIRECTORS TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE U.S. STATE SECURITIES LAWS.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESALE AND TRANSFER RESTRICTIONS CONTAINED IN THE APPLICABLE STOCK PURCHASE AGREEMENT, THE BYLAWS, AND ANY SHAREHOLDERS' RIGHTS AGREEMENT, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN

REQUEST TO THE COMPANY AT ITS PRINCIPAL OFFICE. CERTAIN SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.
THE COMPANY SHALL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SECURITIES THAT DOES NOT COMPLY WITH SUCH TRANSFER RESTRICTIONS.
The Corporation shall take all such actions as are practicable to cause the certificates representing, and notices of issuance with respect to, shares that are subject to the restrictions on Transfer set forth in this Section 7.3 to contain the foregoing legend.
Section 7.4 Stock Transfer Agreements. Upon receipt by the Corporation or the transfer agent of the Corporation of proper transfer instructions from the record holder of uncertificated shares or upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate or, in the case of uncertificated securities and upon request, a notice of issuance of shares, to the person entitled thereto, cancel the old certificate (if any) and record the transaction in its books.
Section 7.5 Stockholders of Record. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Delaware General Corporation Law.
Section 7.6 Special Designation on Certificates and Notices of Issuance. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock or the notice of issuance to the record owner of uncertificated stock; provided, however, that, except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock or the notice of issuance to the record owner of uncertificated stock, or the purchase agreement for such stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative,

participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 7.7 Stock Issuances. Shares of Class B of the common stock of the Corporation shall be distributed to users of the Corporation's app as set forth in Exhibit A.
ARTICLE VIII - RECORDS AND REPORTS
Section 8.1 Shareholder Records. The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder (the "Shareholder Ledger"), attached hereto as Schedule 1.
Section 8.2 Corporate Documents and Bylaws. The Corporation shall keep at its principal executive office the original or a copy of the Certificate of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. The Corporation shall, upon the written request of any shareholder, furnish a copy of the Certificate of Incorporation or Bylaws, as amended to date.
Section 8.3 Minutes and Accounting Records. The minutes of proceedings of the shareholders, the Board of Directors, and committees of the Board of Directors and the accounting books and records will be kept at the principal executive office of the Corporation, or at such other place or places as designated by the Board of Directors. The minutes will be kept in written form, and the accounting books and records will be kept either in written form or in a form capable of being converted into written form.
Section 8.4 Inspection by Directors and Shareholders. Subject to the Code, every Director and shareholder shall have the right, at any reasonable time, to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations for purposes relating to his or her status as Director. This inspection by a Director may be made in person or by an authorized representative and the right of inspection includes the right to copy relevant documents. The Director or shareholder shall be provided such access within ten (10) days of their written request unless they stipulate a later date.
Section 8.5 Annual Report to Shareholders. Subject to the Code, for as long as the Corporation has fewer than the number of shareholders specified in the applicable statute, if any, any requirement of an annual report to shareholders is expressly waived. However, nothing in this provision shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders, as the Board of Directors considers appropriate.
At the annual meeting of shareholders, or the meeting held in lieu thereof, the Corporation shall lay before the shareholders a financial statement consisting of:
(a)	A balance sheet containing a summary of the assets, liabilities, stated capital, if any, and surplus (showing separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus) of the Corporation as

of the end of the Corporation's most recent fiscal year, except that, if consolidated financial statements are laid before the shareholders, the consolidated balance sheet shall show separately or disclose by a note the amount of the consolidated surplus that does not constitute earned surplus of the Corporation or any of its subsidiaries and that is not classified as stated capital or capital surplus on the consolidated balance sheet; and
(b)	a statement of profit and loss and surplus, including a summary of profits, dividends, or distributions paid, and other changes in the surplus accounts of the Corporation for the period commencing with the date marking the end of the period for which the last preceding statement of profit and loss required under this Section was made and ending with the date of said balance sheet, or in the case of the first statement of profit and loss, from the incorporation of the Corporation to the date of said balance sheet.
Section 8.6 Financial Statements. The Corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets prepared by the Corporation on file in the Corporation's principal office for at least five (5) years. These documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand. Such provision must be made within ten (10) days of the written request and may be made by postal or electronic delivery.
Section 8.7 Form of Records. Any records maintained by the Corporation in the regular course of its business, with the exception of minutes of the proceedings of the shareholders, and of the Board of Directors and its committees, but including the Corporation's Shareholder Ledger and books of account, may be kept on, or be in the form of magnetic tape, photographs, microphotographs, electronic, cloud storage or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall convert to clearly legible form any records so kept upon the request of any person entitled to inspect the same.
ARTICLE IX - MISCELLANEOUS
Section 9.1 Indemnification. The Corporation shall have the power to indemnify, to the maximum extent and in the manner permitted by the Code, each of its Directors, officers, employees, and agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by such Director or officer or on such Director's or officer's behalf in connection with any threatened, pending or completed proceeding or any claim, issue or matter therein, which such Director or officer is, or is threatened to be made, a party to or participant in by reason of such Director's or officer's agency, if such Director or officer (i) acted in good faith and in a manner such Director or officer reasonably believed to be in or not opposed to the best interests of the Corporation and (ii) with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The Board of Directors may direct the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation.

Section 9.2 Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by the Code and the Corporation's Certificate of Incorporation.
No distribution may be made if, after giving it effect (a) the Corporation would be insolvent; or
(b) the net assets of the Corporation would be less than zero or less than the maximum amount payable at the time of distribution to shareholders having preferential rights in liquidation if the Corporation were then to be liquidated.
Section 9.3 Arbitration of Disputes. These Bylaws shall be governed by and construed in accordance with the laws of the state of Delaware, without regards to its conflicts of laws principles. To the fullest extent permitted by the Code, any impasse, controversy or dispute (collectively, "Dispute") by or between shareholders, Directors or officers, or persons claiming to be so empowered or so acting, affecting or impacting them or the Corporation, of whatever nature or description or in any fashion involving or affecting the management, operations, decision making, finances, financial structure, stock or ownership of the Corporation shall be subject to binding arbitration. Failing amicable and satisfactory resolution of a Dispute within a reasonable time, and in no event in excess of sixty (60) days from the date of written notice by any shareholder or Director of his or her intention to submit a Dispute to arbitration, any party may refer the Dispute to arbitration by one or more arbitrators appointed by mutual agreement of the parties affected by or involved in the Dispute, in Chicago, Illinois, or in another location mutually agreed upon by the parties. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association then prevailing, or by procedural rules suggested by the appointed arbitrator or arbitrators for the conduct of such arbitration. The arbitration award shall be final and binding upon the Corporation and all shareholders, Directors and officers of the Corporation, and judgment may be entered thereon in any court of competent jurisdiction. Arbitration fees and "administrative" costs associated with the arbitration shall be divided and paid equally by the parties, but each party shall be solely responsible for attorney fees and expenses incurred by that party in the conduct of the arbitration.
Section 9.4 Amendment of Bylaws; Additional Bylaws. To the extent permitted by law, these Bylaws may be amended, supplemented or repealed, and new Bylaws adopted, by the affirmative vote of persons holding at least two-thirds (67%) of the shares of the Corporation entitled to vote. To be clear, the Board of Directors may amend the Accrew Member Awards and Share Issuance Program attached as Exhibit A, but the Bylaws may only be amended as stated in this Section 9.4.
[End of Accrew, Inc. Bylaws]

CERTIFICATION OF SECRETARY
The undersigned, Mark Willoughby, in my capacity as the Corporate Secretary of Accrew, Inc., a Delaware corporation, hereby certify that the foregoing document is a true and complete statement of the Bylaws of the Corporation and that such Bylaws have been duly adopted by the Board of Directors of the Corporation, effective as of November 12, 2025.


2025-12-22

By: Mark Willoughby Corporate Secretary

EXHIBIT A
ACCREW MEMBER REWARDS AND SHARE ISSUANCE PROGRAM
Section 1. Definitions
For purposes of this Exhibit A, the terms below shall have the following definitions. "Accrew Card" means any debit card, charge card, or credit card issued by
CrossRiver Bank to a Member so as to yield income for the Corporation.
"Act" means the Delaware General Corporation Law, 8 Del. C. 101 et seq., as amended.
"Active Member" means any Member with cumulative lifetime Spend of at least four hundred U.S. dollars ($400).
"App" means the app developed by the Corporation for use by the Members. The term "App" includes the Corporation's mobile app and any future website app.
"Authorized Class B Shares" means, for any date, the total number of Class B Shares the Corporation is authorized to issue as of such date.
"Award(s)" refers to the number of Class B Shares a Member may receive pursuant to the formula set forth in Section 2.2 of this Program.
"Board" means the Board of Directors of the Corporation.
"Bylaws" means the bylaws of the Corporation, as adopted and amended from time to time.
"Class B Share" or "Class B Shares" means the Shares of the class designated "Class B" in the Certificate of Incorporation.
"Class B Shareholder" means any holder of Class B Shares.
"Compliance Freeze" means an action taken by the Corporation under Section 2.9(2) of this Program to limit a Shareholder's App usage, Class B Share issuances, or Share redemptions.
"Contributed Profits" means, for any Member and any calendar month, the sum of Spend Contributed Profits and Invite Contributed Profits for such Member and month.
"Corporation" means Accrew, Inc.
"Discretionary Excess Shares" means, for each month, either the Minimum Excess Shares or such greater number (not to exceed the Maximum Excess Shares) as is chosen by the Management Team for that month.
"Discretionary Progressive Shares" means, for each month, either the Minimum

Progressive Shares or such greater number (not to exceed the Maximum Progressive Shares) as is chosen by the Management Team for that month.
"Insider(s)" means the members of the Management Team, employees of the Corporation, and future investors (Series Seed, A, B, C, etc.).
"Invite Contributed Profits" means, for any Member and any calendar month, (a) the percentage resulting from dividing (i) the product of 40% and the lesser of (A) the number of Successful Invites attributable to such Member and (B) the Maximum Successful Invites applicable to such month by (ii) the Total Active Members for that month, if such Member has +1UP status or +2UP status for that month, and (b) zero otherwise.
"Management Team" consists of the individuals currently serving as the Corporation's Chief Executive Officer, Chief Operating Officer, and Chief Technology Officer.
"Maximum Excess Shares" means 500,000, subject to adjustment for stock splits. "Maximum Monthly Transferable Shares" means 500,000, subject to adjustment for
stock splits.
"Maximum Progressive Shares" means 4,000,000, subject to adjustment for stock
splits.
"Maximum Successful Invites" means, as of any date, the number assigned to that
term by Section 4.2 of this Program based on the Total Active Members as of such date. "Member" or "Member-User" means a user of the App.
"Member Monthly Spend" means, for any Member and any calendar month, such Member's aggregate Spend in such month.
"Member Spend Share" means, for any given Member and any given month, (a) 60% if such Member has +2UP status for that month, (b) 40% if such Member has +1UP status but not +2UP status for that month, and (c) zero if such Member has neither +1UP status nor
+2UP status for that month.
"Minimum Excess Shares" means 300,000, subject to adjustment for stock splits. "Minimum Progressive Shares" means 500,000, subject to adjustment for stock
splits.
"Net Interchange" means, for any month, the net amount paid by CrossRiver Bank
to the Corporation on the basis of transactions completed with Accrew Cards in that or previous months, including offsets resulting from reversals of earlier such transactions.
"Net Interchange Percentage" means, for any month, (a) a percentage greater than or equal to 20% as selected by the Management Team for that month, or (b) 20% if no proposed percentage gains the votes of a majority of the Management Team for that month.

"Profit" or "Profits" means, for each calendar month, the greater of (i) 90% of the Corporation's net income for such month, as determined on a cash basis and otherwise in keeping with Generally Accepted Accounting Principles, and (ii) the product of the Net Interchange Percentage and the Net Interchange for such month.
"Profit Sharing Pool" means the pool that will hold the Profits. Within five business days after the end of each month, the Management Team will cause the Profits for such month to be moved to the Profit Sharing Pool.
"Program" shall mean this Accrew Member Rewards and Share Issuance Program set forth in this Exhibit A.
"Redeemed Class B Share Count" means, for any month, the number of Class B Shares redeemed from the Corporation in such month.
"Share" or "Shares" shall refer to the Corporation's common stock, regardless of
class.
"Shareholder" means a Member that has acquired Class B Shares through the
Program or any other holder of Shares.
"Spend" means, for any Member and any calendar month, such Member's total monthly Accrew Card transaction amount for all transactions occurring in such month, less all transactions that have been successfully disputed, refunded, or reversed during such calendar month or prior month and not yet subtracted from any previous month's Spend on account of such successful dispute, refund, or reversal, and not including any ATM withdrawals or deposits.
"Spend Contributed Profits" means, for any Member and any calendar month, the percentage resulting from dividing (i) the product of such Member's Member Monthly Spend for such month and such Member's Member Spend Share as of the end of such month, by (ii) the Total Members' Monthly Spend for such month.
"Successful Invite" means a new user of the App that receives an invite link, signs up to become an Accrew user, and spends at least $400 on his/her/its Accrew Card during the time the user is a Member of Accrew, with such Successful Invite then attributed to the Member who generated the invite link through which the Successful Invite became a Member. This definition is subject to change based on the Corporation's profitability, as determined by the Management Team, and Members will be notified of any changes of this definition 30 days in advance of the change.
"Target Class B Shares" means 38,000,000, subject to adjustment for stock splits. "Terms" means the Terms and Conditions for the App, as published and updated
from time to time.
"Total Active Members" means, for any period, the number of people who qualified as Active Members at any time during that period.

"Total Current Outstanding Class B Shares" means, for any date, the number of Class B Shares that are outstanding as of that date.
"Total Current Outstanding Shares" means, for any date, the number of Shares that are outstanding as of that date.
"Total Members' Monthly Spend" means, for any calendar month, the total Spend across all Members in such month.
"Total Monthly Class B Shares Distributed" means, for any month, the lesser of (a) the excess of the Authorized Class B Shares over the Total Current Outstanding Class B Shares as of the end of that month and (b) the greater of (i) the Discretionary Excess Shares for that month and (ii) the lesser of (A) the sum of the Discretionary Progressive Shares and the Redeemed Class B Share Count for such month and (B) the excess of the Target Class B Shares over the Total Current Outstanding Class B Shares as of the end of that month.
Section 2. Share Issuance and Redemption Program
2.1.	Authorization to Issue Stock. The Board or the Management Team (upon delegation by the Board) may cause the Corporation to issue Class B Shares to Members from the Corporation's authorized common stock pursuant to the terms described in this Program. Neither the Board nor the Management Team may cause the Corporation to issue Class B Shares to Members when such issuance violates any applicable laws or regulations or in the event that all of the authorized Class B Shares are outstanding. CLASS B SHARE ISSUANCES ARE NOT GUARANTEED. THERE MAY BE OCCASIONS WHEN THE BOARD CANNOT ISSUE CLASS B SHARES OR AWARDS IN A GIVEN MONTH. ALL ISSUANCES OF CLASS B SHARES ARE SUBJECT TO THE RESTRICTIONS SET FORTH IN THIS EXHIBIT A.
2.2.	Accrew Share Distribution. Pursuant to the restrictions set forth in this Exhibit A, the Management Team, upon delegation of such authority from the Board, may, at the conclusion of each calendar month, issue to each Member a number of Class B Shares equal to the product of the Total Monthly Class B Shares Distributed for that month and such Member's Contributed Profits for that month. If the Management Team thus issues any Class B Shares for a given calendar month, it will do so no later than five days after the end of such month.
2.3.	Redemption of Accrew Shares. A Shareholder may at any time request a redemption through which the Shareholder would exchange some number of its Shares in exchange for cash from the Profit Sharing Pool, provided that no Insider may propose to redeem a Share in this way until two years after such Share has been issued and first sold or issued to a person or entity other than the Corporation. The Management Team or the Board shall then decide in its discretion whether to consent to such request, such consent not unreasonably to be withheld, provided that neither the Management Team nor the Board may thus consent to any redemption that would violate the Act, and provided further that the

Management Team may consent to redemptions only to the extent that the Board confers such power upon the Management Team from time to time. If so authorized by the Board, the Management Team may elect to establish programmatic rules in advance, for any period covered by any particular delegation of authority over redemptions to the Management Team by the Board, according to which redemption requests from Shareholders are automatically approved or rejected during such period without additional explicit action by the Management Team, provided that the Management Team may not, through the use of such programmatic review of redemption requests, authorize any redemption that the Management Team could not approve through its own explicit action. If a redemption request is approved, then the Corporation will distribute a cash payment to the redeeming Shareholder equal to the number of Shares such Shareholder is redeeming, divided by the Total Current Outstanding Shares, and multiplied by the Profit Sharing Pool. THIS PROGRAM DOES NOT BESTOW UPON ANY SHAREHOLDER THE RIGHT TO RECEIVE A CASH PAYMENT. NOTHING IN THIS PROGRAM BESTOWS THE RIGHT UPON SHAREHOLDERS TO REDEEM SHARES FOR CASH.
2.4	Redemption Windows & Available Capacity. Redemption requests must be made through the App and can be made at any time, provided that redemptions will be available only when the App is live and functioning and not undergoing maintenance and there is a positive balance in the Profit Sharing Pool. The Corporation will process redemption requests within three business days and shall, should a Shareholder's redemption request be approved, disburse the corresponding payment to the redeeming Shareholder's approved bank account as soon as reasonably practicable after such redemption request is approved.
2.5	Suspension/Termination. The Management Team may suspend, limit, or terminate redemptions at any time to comply with governing laws.
2.6	Transparency. The Corporation will periodically disclose via the App Total Current Outstanding Class B Shares, current Profit Sharing Pool status, the identity and Share holdings of Insiders, and any changes to the Program.
2.7	Transfer Restrictions. All Insiders are prohibited from transferring more than the Maximum Monthly Transferable Shares in any calendar month.
2.8	Ownership Caps; Forced Redemption Procedure
1)	5% Class B Ownership Cap. No Class B Shareholder may beneficially own more than 5% of the Total Current Outstanding Class B Shares at any time. "Beneficial ownership" includes indirect holdings, coordinated accounts, and derivative equivalents as reasonably determined by the Corporation.
2)	Automatic Exchange/Repurchase. If a Class B Shareholder accumulates more than 5% of the Total Current Outstanding Class B Shares, the Corporation will promptly repurchase the excess Class B Shares above the 5% threshold (the "Excess

Class B Shares") for a cash payment in accordance with the procedures set forth in Sections 2.3-2.5 of this Program.
3)	Excess Shares; Voting Suspension. Excess Class B Shares shall not be entitled to a vote as described in this Program and shall be designated for mandatory redemption. If the Corporation is for any reason unable to process the redemption, the Excess Class B Shares shall remain queued for redemption as soon as possible and remain non-voting within the Program until redeemed.
2.9	Setoff; Forfeiture; Compliance Freezes
1)	Setoff. If a Shareholder is past due on meeting an obligation to the Corporation (e.g., negative account balance or unpaid fees for 90 consecutive days), the Corporation may approve or compel redemption by such Shareholder and apply proceeds from such redemption toward such obligation. If the proceeds from such exemption do not satisfy the Shareholder's outstanding obligation, the Corporation shall have the right to enforce a lien against future Program issuances and future redemption proceeds until the overdue obligation cured.
2)	Compliance Freezes. On reasonable suspicion of fraud, anti-money laundering and "know your customer" violations, sanctions risks, court orders, liens, or Terms violations, the Corporation may freeze the Shareholder's account on the App, pause any distributions of Class B Shares (if applicable) to the Shareholder, or prohibit the Shareholder from redeeming its Shares pending review.
2.10	Program Amendments
1)	Changes. The Board shall delegate to the Management Team the power to amend the Program in the Management Team's discretion. The Management Team may provide the Shareholders with 30 days' advance notice of any changes when feasible; otherwise, all changes to the Program will be shared with the Shareholders as soon as reasonable via the App.
2)	Material Program Changes. Any Program change requiring the approval of the Securities and Exchange Commission ("SEC") shall be reported on Form 1-U and/or via a post-qualification amendment/supplement to the relevant offering circular.

Section 3. Member App Proposals and Class B Share Advisory Voting
3.1	Purpose; Scope. The Corporation shall maintain within its App a proposal and voting module (the "Member Voting Module") enabling Class B Shareholders to: (i) propose and vote on potential company acquisitions or investments intended to generate profits for the Corporation and its Shareholders; (ii) propose and vote on App features or other product priorities; and (iii) vote when the Board seeks Class B Shareholder input on Corporation-specific policies. Votes under this Section 3 are Program advisory votes and do

not supersede the Act, the Certificate of Incorporation, the Bylaws, or the Board's authority or fiduciary duties.

3.2	Eligibility to Propose; Submission Standards.
1)	Proposals. Any Class B Shareholder that is not currently subject to an active Compliance Freeze may submit a proposal through the Member Voting Module, subject to submission thresholds and formatting guidelines established from time to time by the Board (e.g., evidencing minimum Member support or share backing, business case, compliance certifications, and budget parameters).
2)	Screening. The Management Team may screen, consolidate, or decline proposals for any reason, including a belief that a proposal is unlawful, impracticable, duplicative, or insufficiently supported, and may request revisions for clarity, feasibility, or compliance.
3.3	Record Date; Voting Power
1)	Record Date. For each proposal, the Board (or its designee) shall set a record date under Section 213 of the Act, and Eligible Voting Shares (defined below) for such proposal shall be determined as of such record date, regardless of later cures to Compliance Freezes.
2)	Voting Power. On each issue presented for consideration in the Member Voting Module, each Class B Shareholder shall be entitled to one (1) vote per Eligible Voting Share held as of the record date. "Eligible Voting Shares" means all Class B Shares that are not (a) designated as Excess Class B Shares or (b) held by a Shareholder subject to an active Compliance Freeze.
3)	Delegation/Proxy. Voting by in-app delegation or proxy is permitted; however, no single delegate may exercise 20% or more of the total delegated Eligible Voting Shares in any advisory vote unless such concentration is itself approved by 50% or more of Eligible Voting Shares in that advisory vote.
3.4	Quorum; Approval, Availability and Voting Window
1)	Available Period. Once a proposal is certified by the Management Team and posted in the Member Voting Module, it shall remain open and visible for Class B Shareholder voting for not less than twelve (12) months from its opening date (the "Availability Period"), unless earlier withdrawn by the Board for legal, regulatory, or compliance reasons stated on the proposal page.
2)	Quorum Measurement. Quorum is achieved at any time during the Availability Period when valid ballots cast represent 20% or more of the Eligible Voting

Shares for that proposal as of the applicable record date.
3)	Final Voting Period After Quorum. Upon quorum being achieved, the proposal immediately enters a final voting period of sixty (60) days (the "Final Voting Period"), during which Members may cast new ballots or modify previously submitted ballots. The Final Voting Period may extend beyond the Availability Period, and the proposal shall remain open solely to complete this 60-day period, after which the polls close and results are certified.
4)	Approval Threshold. A proposal is advisory-approved if, upon close, 50% or more of the Eligible Voting Shares cast are in favor, with votes weighted one (1) vote per Eligible Voting Share.
5)	Lapse if no Quorum. If a quorum is not achieved within the Availability Period, the proposal automatically expires and is removed from the Member Voting Module. Any resubmission must be filed as a new proposal and satisfy then-current submission standards.
6)	Advisory effect. Outcomes under this Section 3 are non-binding, and neither the Management Team nor the Board is obligated to act on any advisory-approved proposal. The Board retains full authority to accept, modify, defer, or reject any proposal, subject to applicable law and the Bylaws.
3.5	Effect; Board Action; Legal/Financial Conditions.
1)	Advisory Effect. Outcomes under this Section 3 are non-binding and neither the Management Team nor the Board is obligated to act on any advisory-approved proposal. The Board retains full authority to accept, modify, defer, or reject any proposal, subject to applicable law and the Bylaws.
2)	Any Member-approved acquisition/investment remains subject to Board approval, due diligence, financing availability, regulatory approvals, and applicable law.
3)	No impairment; surplus. No action may be taken that would impair capital, contravene Section 160 or 170 of the Act, or otherwise violate law or the Certificate of Incorporation.
3.6	Process Integrity; Compliance
The Management Team may (i) implement anti-money laundering and "know your customer" rules, device/account authentication, anti-fraud controls, rate limits, and audit logs for the Member Voting Module; (ii) invalidate votes cast in violation of law or the Bylaws; and (iii) take reasonable measures to preserve fairness, security, and reliability of voting.
3.7	Notice; Results; Disclosure. The Corporation shall provide in-App notice of

proposal openings, quorum, and closings and publish aggregate results after certification. If a vote concerns a matter that requires public disclosure under Regulation A promulgated under the Securities Act of 1933 or other applicable law, the Corporation shall make timely filings and investor notifications as required by such law or regulation.
3.8	No Waiver of Statutory Stockholder Rights. Nothing in this Section 3 limits or replaces statutory stockholder meetings, consents, or votes required by the Act, the Certificate of Incorporation, or the Bylaws. If the Board elects to seek a binding stockholder vote on any matter, such vote shall be conducted in accordance with the Act and Article III of the Bylaws.
Section 4. Boosted Rewards Program
4.1	Rewards Tiers.
1.	+1UP:	For any calendar month, a Member has +1UP status if and only if the Member's Spend for that month exceeds $400.

2.	+2UP:	For any calendar month, a Member has +2UP status if and only if the Member's Spend for that month exceeds $800.


4.2	Successful Invite Cap.
To prevent large concentrations of ownership by one Member, the maximum number of Successful Invites per Member is capped based on Total Active Members. As the number of Total Active Members increases, so will the Successful Invite cap.



Total Active Members	Maximum Successful Invites Per Member
0 - 5,000	200
5,001 - 25,000	400
25,001 - 100,000	1,500
100,001 - 500,000	5,000
500,0001 - 2,000,000	10,000

2,000,0001- 10,000,000	25,000
> 10,000,001	50,000

Section 5. Dispute Resolution
The terms of this Program shall be governed by and construed in accordance with the laws of the state of Delaware, without regards to its conflicts of laws principles. Any dispute regarding this Program shall be arbitrated in accordance with Section 9.3 of the Bylaws.

EXHIBIT B
FORM OF WAIVER OF NOTICE


ACCREW, INC. WAIVER OF NOTICE
I, Andrew Jason Montgomery, a Chariman of the Board of Accrew, Inc. (the "Corporation"), hereby waive the notice requirements stipulated in the Bylaws of the Corporation dated effective as of November 12, 2025, provided I am present at such meeting. I stipulate that this waiver stays in effect for all such meetings until formally revoked by written notice delivered to one or more of the directors or officers of the Corporation.



By:----	-
Name: Andrew Jason Montgomery Title: Chairman of the Board
Date: November 12, 2025




ACCEPTED ACCREW, INC.

By: ---- -
Name: Andrew Jason Montgomery Title: Chairman of the Board
Date: November 12, 2025

SCHEDULE 1 SHAREHOLDER LEDGER



SHAREHOLDER NAME
SHAREHOLDER ADDRESS
SHARES OWNED
Andrew (AJ) Montgomery	360 W Illinois St #302, Chicago, IL 60654	5,100,000 Class A
Mark Willoughby	3233 N Racine Ave Unit 1, Chicago, IL 60657	2,400,000 Class A
Andy Lai	4817 SE Stewart Ct, Hillsboro, Oregon 97123	300,000 Class A
Michelle Phanthongphay	504 N Green St #1117, Chicago, IL 60642	30,000 Class A

Audit trail

	Details

FILE NAME	Accrew, Inc. Bylaws.pdf - 12/22/25, 3:57PM

STATUS	  Signed

2025/12/22
STATUS TIMESTAMP
22:24:34 UTC

	Activity


ajm@accrewmoney.comsent a signature request to:

2025/12/22
	SENT	Mark Willoughby (mw@accrewmoney.com)
21:58:27 UTC


SIGNED
Signed by Mark Willoughby (mw@accrewmoney.com)

2025/12/22
22:24:34 UTC


COMPLETED
This document has been signed by all signers and iscomplete
2025/12/22
22:24:34 UTC
The email address indicated above for each signer may be associated with a Google account, and may either be the primary email address or secondary email address associated with that account.

ACCREW, INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Accrew, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:
1.	The name of the Corporation is Accrew, Inc. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 24, 2021.
2.	This Amended and Restated Certificate of Incorporation, which restates, integrates, and further amends provisions of the original Certificate of Incorporation has been duly adopted by the corporation's Board of Directors and by the stockholders in accordance with Sections 242, 245, and 228 of the General Corporation Law of the State of Delaware.
3.	This Amended and Restated Certificate oflncorporation shall be effective on the date of filing with the Secretary of State of Delaware (the "Effective Date").
4.	The Certificate oflncorporation is hereby amended and restated in its entirety to read as follows:
ARTICLE I
The name of the corporation is Accrew, Inc. (the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of Delaware is 16192, Coastal Highway, Lewes, Delaware, 19958. The name of the Corporation's registered agent at such address is Gust Delaware, Inc.
ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, and the Corporation shall be a C corporation for U.S. federal income tax purposes.
ARTICLE IV

4.1	Authorized Shares. The total number of shares that the Corporation is authorized to issue is 80,000,000 shares of Common Stock, par value $0.0001 per share, consisting of
(a) 40,000,000 shares of Class A Common Stock ("Class A Stock") and (b) 40,000,000 shares of Class B Common Stock ("Class B Stock").

4.2	Relative Rights and Preferences. Except as expressly provided in this  Article 4, the Class A Stock and Class B Stock shall be identical and rank equally in all respects and shall be treated the same on a per-share basis, including with respect to dividends, distributions, subdivisions, or combinations of shares, and rights upon any liquidation, dissolution or winding up of the Corporation.
4.3	Voting Rights.
(a)	Class A Stock. Each share of Class A Stock entitles its holder to one (1) vote per share on all matters submitted to a vote of the stockholders.
(b)	Class B Stock (Non-Voting). Except as required by the DGCL and  Section 4.3(c) below, holders of Class B Stock shall have no voting rights and shall not be entitled to vote on any matter submitted to stockholders, including the election of directors.
(c)	Class Votes as Required by Law. Notwithstanding  Section 4.3(b), the Corporation shall not, without the affirmative vote of the holders of a majority of the outstanding shares of the class adversely affected, voting as a separate class, amend, alter, or repeal this Certificate of Incorporation so as to alter or change the powers, preferences, or special rights of the Class A Stock or the Class B Stock so as to affect such class adversely, as and to the extent required by the DGCL.
4.4	Reclassification of Existing Common Stock. Upon the Effective Date, each issued and outstanding share of the Corporation's Common Stock immediately prior to the Effective Date shall, without any action on the part of the holder thereof, be reclassified into and become one validly issued, fully paid and non-assessable share of Class A Stock. Certificates or book-entry positions representing Common Stock immediately prior to the Effective Date shall thereafter represent the same number of shares of Class A Stock. The reclassification effected by this Section 4.4 shall be share-for-share and shall not result in any fractional shares.
4.5	No Conversion. Shares of Class A Stock and Class B Stock shall not be convertible into shares of another class of Common Stock.
4.6	Further Authority. The Board of Directors shall be authorized to fix record dates for any dividends or distributions on the Common Stock and to take all actions consistent with this Article 4 and applicable law to conduct the intent hereof.
ARTICLE V
5.1	Powers of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
5.2	Number; Election; Vacancies. The number of directors shall be fixed from time to time by the Board of Directors. Unless otherwise provided in the bylaws, directors shall be elected by the stockholders, and vacancies may be filled as provided in the bylaws or the DGCL.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to adopt, amend, or repeal the bylaws of the Corporation.
ARTICLE VII

To the fullest extent permitted by the DGCL as it exists on the date hereof or as it may hereafter be amended, no director and, to the fullest extent permitted by the DGCL, no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Any repeal or modification of this Article 7 shall not adversely affect any right or protection of a director or officer existing at the time of such repeal or modification.
ARTICLE VIII

The Corporation shall indemnify and advance expenses to its directors and officers to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended. The Corporation may provide such indemnification and advancement to employees and agents by bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, to the extent permitted by law.
ARTICLE IX

9.1	Written Consent. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, by written consent in accordance with the DGCL.
9.2	Meetings by Remote Communication. Meetings of stockholders may be held by means of remote communication to the extent permitted by the DGCL.
ARTICLE X

The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Amended and Restated Certificate of lncorporation or any provision of applicable law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the capital stock of this corporation required by applicable law or by this Amended and Restated Certificate of Incorporation.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed on behalf of the Corporation by its duly authorized officer on November 25, 2025.
ACCREW, INC.

By:	/s/ Andrew Montgomery	 Andrew Montgomery
Chief Executive Officer

STRICTLY PRIVATE AND CONFIDENTIAL
APPLICATION PROGRAMMING INTERFACE LICENSE SUBSCRIPTION AGREEMENT
This Application Programming Interface (API) License Subscription Agreement (this "Agreement") is entered into on 11th day of September, 2025, by and between Kore US Inc., a USA registered company ("Company"), and Accrew, Inc. ("Client"), a USA registered company.
Background
WHEREAS, the Company has developed a proprietary suite of platforms, including an electronic transfer agent, capital raising and issuance tools, capital markets platform, cap table management, order management system (OMS), and a broker-dealer compliance framework, all designed to facilitate the offering and sale of securities to potential investors; and

WHEREAS, the Client wishes to license TA API functionalities from the Company's Platforms to integrate into their own internet platform, with the understanding that various API elements may be licensed under different terms (the "Platforms").
WHEREAS, the Company has demonstrated the Platforms to the Client.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and for the mutual bene?ts to be derived from this Agreement, and for other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the parties hereto agree as follows:
1.	DEFINITIONS
As used in this API Agreement, the following definitions shall apply:

1.1.	"API Platform" means the Company's Application Programming Interface ("API") that allows software or hardware devices to interface with the Company's all-in-one platform, transfer agent, issuance platform, cap table management, order management system (OMS), compliance platform, and dealroom management for the purpose of conducting securities transactions.

1.3.	"Intellectual Property Rights" means any and all rights existing under patent law, copyright law, moral rights law, trade secret law, trademark law, and any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide.

1.4.	"Services" has the meaning de?ned in Section 2 of the License Agreement.

1.5.	"Software" means the source code, object code, or underlying structure, ideas, routines, or algorithms included in the Services and any software, documentation, or data related to the Services.

1.6.	"User" shall mean each person authorized by Client to perform securities issuance on its behalf through the use of or enabled by the Company Services.

2.	COMPANY SERVICES
2.1.	The company will provide the Services to the Client through the API Platform to enable it to conduct the transactions listed on Schedule A of the License Agreement.

2.2.	Company will use commercially reasonable efforts to ensure the Services are available twenty-four (24) hours a day, seven (7) days a week. Company may modify the Services from time to time in its sole discretion as further described at https://apidocs.kore.inc/, provided that any such modi?cation will not affect the availability of the Services. Company will use reasonable efforts to provide the Client with prior written notice of any such modi?cation.

2.3.	The Company will provide support to the Client as-described in Part 2.2 of the License Agreement, for the Services during its regular business hours Monday through Friday from 8 am to 8 pm ET.

3.	FEES
3.1.	In General. The fees and other charges payable by the Client to the Company in exchange for the Services in accordance with Section 2 above are set forth on Schedule "A" attached to and made a part of this Agreement.
3.2.	Taxes. The fees set forth on Schedule "A" are exclusive of all federal, state/provincial, municipal, or other government excise, sales, use, value-added, gross receipts, personal property, occupational, or other taxes now in force or enacted in the future that are required to be paid by the Client, and the Client shall pay any such tax (excluding taxes on Company's net income) that the Client is required under applicable law to pay now or at any time in the future with respect to such fees.
3.3.	Payment. Payment of the amounts due to the Company shall be made in accordance with the payment schedule set forth on Schedule "A" by credit card, wire transfer, or other immediately available funds. Any amount not paid within thirty (30) calendar days following receipt by the Client of the Company's written invoice shall bear interest at the rate of 1 1/2% per month and result in interruption of support of the

Platforms by the Company.
3.4.	Fees. There are two fees associated with this agreement that the Client is responsible for paying. (1) is for the API set up fee and the (2) fee is for the ongoing monthly support, updates, and maintenance of the API that is subscribed by the client.
4.	CLIENT RESPONSIBILITIES
4.1.	The Client understands and agrees that the Services are dependent upon and require the cooperation and implementation of the Company's systems and procedures regarding transactions with the Client. If the Client's relationship with the Company terminates or changes, the Company may suspend, modify, or terminate the Services as necessary to ensure compliance with the terms of this API Agreement.
4.2.	The Client will not, and will not permit any third party, to reverse engineer, decompile, disassemble, or otherwise attempt to discover the Software; modify, translate, or create derivative works based on the Services or Software; use the Services or Software for time sharing or service bureau purposes or for any purpose other than its own use, or use the Services or Software other than in accordance with this API Agreement and in compliance with all applicable laws and regulations.

4.3.	Client agrees to (i) designate personnel as required to implement the Services including a primary contact who will be responsible for matters relating to the Services and this API Agreement; and (ii) establish appropriate policies and procedures to detect, prevent and mitigate the risk of identity theft and unauthorized use of the Services. Client acknowledges and agrees that it is responsible for maintaining the security of any Client account, passwords (including but not limited to administrative and User passwords), and ?les, and for all uses of any Client account with or without Client's knowledge or consent. The Client will indemnify, defend, and hold harmless Company from all claims or actions, and any liabilities, losses, expenses, damages, and costs (including, but not limited to, reasonable attorneys' fees) related thereto, arising from Client's use or implementation of the Services.

4.4.	The Client acknowledges that its implementation and use of the Services must be lawful and in compliance with all applicable regulations including but not limited to those relating to anti-money laundering, customer veri?cation, etc

5.	TERM AND TERMINATION

5.1.	The Term of this API Agreement will commence on the date it has been fully executed and continue until terminated as provided herein.

5.2.	Either party may terminate this API Agreement for any reason by giving the other party one hundred eighty (180) days prior written notice of such termination.
5.3.	The obligations of the parties under this API Agreement that by their nature would continue beyond expiration, termination, or cancellation of this API Agreement (including, without limitation, the warranties, indemni?cation obligations, con?dentiality requirements, ownership, and proprietary rights) shall survive any such expiration, termination or cancellation.

6.	PROPRIETARY RIGHTS
6.1.	As between the parties, each party shall own and retain all rights, title and interest, including without limitation, all Intellectual Property Rights owned by such party, in and to such party's intellectual property. Neither party shall make any claim to the contrary.
6.2.	In order to provide the Services, the Company will have access to and process certain data provided by or on behalf of the Client (the "Content"). Client hereby grants Company a non-exclusive, perpetual, irrevocable, worldwide (except in those jurisdictions or cases where the Company's then-current use, retention, handling, or erasure procedures relevant to the Content are or become prohibited by law or regulation), royalty-free, and sublicensable right to use the Content in an anonymized, aggregated form which meets legal standards in the prevention of re-identi?cation or pro?ling, and is used solely for the purpose of testing, improving and providing the Services and Software. As between Company and Client, Client shall have and retain all right, title, and interest to Content distributed through the Services and the intellectual property rights with respect to that Content.
7.	REPRESENTATIONS AND WARRANTIES
7.1	Representations and Warranties of the Client. The Client represents and warrants to the Company that:
1)	Has all the necessary regulatory licenses and is included in the license to be able to transact in certain securities exemptions.
2)	it is duly incorporated under the laws of its jurisdiction of incorporation and has all necessary corporate power and capacity to enter into and perform its obligations under this Agreement;
3)	it has taken all necessary corporate actions to authorize the execution and delivery by it of its obligations under this Agreement;

4)	it has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium, and other similar laws generally affecting the enforcement of creditors' rights, and to the fact that equitable remedies, such as speci?c performance and injunction, are discretionary remedies;
5)	no authorization, consent, permit, exemption, approval or other action by, or ?ling with, or notice to, any governmental authority is required in connection with the execution and delivery by it of this Agreement or the performance of its obligations under this Agreement; and
6)	the execution and delivery of this Agreement, and the performance of its obligations under this Agreement, do not and will not breach or result in a default under (a) any of its constating documents; or (b) any contract or covenant by which it is bound.
7.2	Representations and Warranties of the Company. The Company represents and warrants to the Client that:
1)	it is duly incorporated under the laws of its jurisdiction of incorporation and has all necessary corporate power and capacity to enter into and perform its obligations under this Agreement;
2)	it has taken all necessary corporate actions to authorize the execution and delivery by it of its obligations under this Agreement;
3)	it has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium, and other similar laws generally affecting the enforcement of creditors' rights, and to the fact that equitable remedies, such as speci?c performance and injunction, are discretionary remedies;
4)	no authorization, consent, permit, exemption, approval, or other action by, or ?ling with, or notice to, any governmental authority is required in connection with the execution and delivery by it of this Agreement or the performance of its obligations under this Agreement;
5)	the execution and delivery by it of this Agreement, and the performance of its obligations under this Agreement, do and will not breach or result in a default under (a) any of its constating documents; or (b) any contract or covenant by which it is bound;

6)	there is no action, litigation, or other proceeding in progress, pending or, to its knowledge, threatened against the Company which might result in a material adverse change in its ?nancial condition or which would materially adversely affect its ability to perform its obligations under this Agreement;
7)	it has not granted, assigned, licensed, in any manner encumbered, committed, or omitted to perform any act by which the rights granted herein and to be granted herein to the Client could or will be encumbered, diminished, or impaired; and
8)	the Platforms, API's do not infringe upon or violate any copyright, trademark, or any common law or any other intellectual property rights of a third party.
8	RESPONSIBILITY AND COSTS
The Company and the Client shall each be responsible for their own costs, including legal, accounting, and other professional fees, incurred in connection with this Agreement or otherwise relating to the Transaction.
9	GENERAL
9.1	Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of New York and the federal laws of the United States of America applicable therein.
9.2	Con?dentiality. The parties acknowledge that this Agreement and the transactions contemplated hereby shall be kept con?dential except with the consent of the other party (as given in section 7) or as may otherwise be required by law. The parties hereto will in good faith attempt to agree, prior to disclosure, on any public announcements or statements related hereto. To the extent the Parties exchange any con?dential information, each party undertakes to protect that information by deploying reasonable commercial efforts. Upon the expiration of the Term or termination of this Agreement, Parties agree to return or destroy (and provide a certi?cate of destruction) of any con?dential information belonging to the other party.
9.3	Further Assurances. The Company and the Client agree to enter into such documents and do all acts and things as are reasonably required to give effect to the terms of this Agreement.
9.4	Entire Agreement/Amendments. This Agreement constitutes the entire agreement among the parties and sets out all the covenants, promises, warranties, representations, conditions, understandings, and agreements among the parties concerning the subject matter of this agreement and

supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, including all term sheets between the parties and/or af?liates or associates of the parties. There are no covenants, promises, warranties, representations, conditions, understandings, or other agreements, oral or written, expressed, implied, or collateral between or among the parties and/or af?liates or associates of the parties in connection with the subject matter of this Agreement. Except as otherwise provided in this Agreement, this Agreement may be modi?ed, amended, or any provision waived only by a written instrument signed by an authorized of?cer of each party.
9.5	No partnership etc. Each party will act at all times as an independent contractor and will have no right or authority to act on behalf of, create any obligation for, or bind the other party in any way. Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.
9.6	No assignment. Except as provided herein, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred by either party without the express written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may, without such consent, assign the Agreement and its rights and obligations under the Agreement in connection with the transfer or sale of all or substantially all of its assets in the event of a merger, consolidation, change in control or similar transaction. Any purported assignment in violation of this section shall be void.
9.7	All notices to be provided pursuant to this Agreement shall be in writing, shall be effective upon receipt, and shall be sent by hand, email, or courier, as follows:
If to the Company:
Attention:	Jason Futko, CFO
Kore US Inc. Suite 8500
1 World Trade Center New York, NY
USA 10007
E-mail:	jason@kore.inc
If to the Client:
Attention:	AJ Montgomery, CEO
Accrew Inc. Chicago, IL
Email:	ajm@accrewmoney.com
or to such other address as a party may specify by notice from time to time in writing to the other parties in the manner speci?ed in this Section.

9.8	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
9.9	Severability. In the event any one or more of the provisions of this Agreement are unenforceable, it will be stricken from this Agreement, but the remainder of the Agreement will be unimpaired. The headings in this Agreement are for purposes of reference only.
9.10	Currency. All currencies noted in this Agreement shall be that of the lawful currency of the United States (US dollar).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date ?rst written above.


Kore US Inc.	Accrew Inc.



By:		By:	 Name: Peter Daneyko		Name: AJ Montgomery
Title: CRO	Title: CEO


Schedule "A"
Private & Con?dential | Not for Distribution | Pricing 2025
Total Set up	$15,000 one-time fee
Monthly License fee for API	$350.00
Preferred RegA+ Monthly	$1,800.00

API includes:
- Transfer Agent
- TA Services
- Holdings
- Transfers
- Trades
- Cap Table
- KoreID
We are pleased to extend preferred pricing for SEC Transfer Agent services to issuers operating on your platform.
Kore Market Pricing vs. Platform Preferred Pricing:

Service	Kore Market Pricing	Platform Preferred Pricing
RegA+ Transfer Agent Services	$2,500 /	month	$1,800 / month
Included in KoreTransfer USA Transfer Agent Services:
- Unlimited shareholders
- Unlimited transfers
- Unlimited reports
- Unlimited trades (with TradeCheck report)
- Unlimited online e-voting
- Unlimited support and training
- Unlimited news releases and shareholder reports
- Dividend & revenue share distribution (additional costs for third-party banking and ACH fees).

BANKING-AS-A-SERVICE ORDER FORM

Customer:	Accrew, Inc.	Contact:	AJ Montgomery
Address: 222 W Merchandise Mart Plaza #1212	Phone:	(269) 352-1642
Chicago, IL 60654	Email:	ajm@accrewmoney.com
Your Business Name:  Accrew	Website:	https://www.accrewmoney.com/

Commencement Date:	01/27/2025	Current Pricing Valid Until:
CRM	Profile	Created?	https://www.mbanq.com/crm/
Yes/No	NDA Signed? https://www.mbanq.com/nda/	Yes/No


Mbanq


Signature:

Customer:


Signature:

Name (printed):

Name (printed):

Andrew Montgomery

Title:

Title:

CEO & Co-Founder

Date Signed:

Date Signed:

01/27/2025







SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement ("Agreement") is entered into as of July 10th, 2024 (the "Effective Date") between FinLink Inc. (doing business as Mbanq) or any of its subsidiaries including BAAS Corporation ("Company"), and the Customer identified in the Order Form above (the "Customer"). This Agreement includes and incorporates the above Order Form, as well as the following Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
TERMS AND CONDITIONS


1.	DEFINITIONS
1.1	"Client" means Customer's consumer or commercial clients to whom banking services are provided pursuant to this Agreement.
1.2	"Account" means a demand deposit, savings or other asset account provided to the Customer or their Clients.
1.3	"Marketing Material" means all advertising media, including without limitation, television advertisements, radio advertisements, Internet and interactive media, catalogs, email campaign messages, published brochures, newspaper and magazine advertisements, SMS text messaging, media, blogs, tweets, banner ads, RSS feeds, telemarketing scripts and customer

websites promoting, advertising and/or marketing the Banking services provided by this agreement to prospective Clients.
1.4	"Applicable Law" means any applicable international, federal, state, or local law, and any regulation, rule, supervisory guidance, directive, or interpretation promulgated or published by any Regulatory Authority, any order issued by a court having jurisdiction over a Party, as well as any rules or requirements established by the FDIC, the Equal Credit Opportunity Act, FACT Act, Federal Reserve Board, any laws and regulations regulating unfair, deceptive and abusive acts or practices, all anti-money laundering laws and regulations, or any applicable rule or requirement of any Network related to the issuance, sale,





1

authorization or usage of the Accounts or services to be provided under this Agreement.
1.5	"Confidential Client Information" shall mean "non-public personal information" as defined by Applicable Laws and regulations; including, without limitation, a Client's social security number along with name, address, telephone number, driver's license number, account number, credit or debit card number, or a personal identification number, username or password that would permit login or access to the Client's account, or any combination of components of Client's information such as account number and password, transaction history or any other information provided to the Company or Customer by a Client in connection with the services provided in this agreement that would allow someone to access a Client's account.
1.6	"Banking Partner" means a depository institution whose deposits are insured by the Federal Deposit Insurance Corporation ("FDIC")
1.7	"KYC" means Know Your Client guidelines for verifying the identity, suitability, and risks involved with maintaining a business relationship with a Client
1.8	"BSA" means Bank Secrecy Act
1.9	"AML" means Anti Money Laundering
1.10	"OFAC" means Office of Foreign Assets Control, responsible for administering and enforcing economic and trade sanctions in support of U.S. national security and foreign policy objectives
1.11	"Account Opening Policy" means the policies governing the approval or rejection of an application for opening a Deposit Account
1.12	"Checking Account" means an FDIC insured interest-bearing demand deposit account held at the Banking partner that is available to a Client for frequent access.
1.13	"Savings Account" means an FDIC insured interest-bearing account held at the Banking partner that is limited to 6 transfers or withdrawals per month by Regulation D (FRB)
1.14	"Customer Reserve Account" means the deposit help by the Customer with the Banking Partner for the purposes of guaranteeing issued loans, covering ACH returns and providing provisional credit for transaction disputes on debit cards issued for the Customer's Clients.
1.15	"ACH services" means services relating to processing financial transactions through the ACH Network; the national automated clearing house for electronic funds transfers.
1.16	"NACHA" means the National Automated Clearing House Association that manages the development, administration, and governance of the ACH Network for the electronic movement of money and data in the United States
1.17	"Wire Services" means Fedwire Services and SWIFT Services.

1.18	"Fedwire Services" means services relating to real-time gross settlement funds transfer system operated by the United States Federal Reserve Banks
1.19	"SWIFT Services" means services relating to real-time gross settlement funds transfer system operated by the Society for Worldwide Interbank Financial Telecommunication
1.20	"RDC Services" means services related to Remote Deposit Capture that allows Clients to remotely post and clear bank checks by sending a scanned image of the same
1.21	"Transaction Limits" means the cap associated with the total dollar amount of all debit transactions submitted during a day, as determined by the Company in writing. These debit transactions shall exclude all transactions associated with Wire services.
1.22	"Cardholder Agreement" means a legal document outlining the terms under which a Debit or a Credit card is offered to a Client. For credit cards, the Cardholder Agreement states the annual percentage rate (APR) of the card, as well as how the card's minimum payments are calculated.
1.23	"Debit card" means a physical or virtual payment card issued by the Banking Partner that deducts money directly from a Client's Checking account to pay for a purchase or to withdraw money from an ATM.
1.24	"Credit card" means a physical or virtual card issued by the Banking Partner that enables Clients to borrow funds. Clients agree to pay the money back, with interest, according to the "Cardholder Agreement".

2.	BAAS SERVICES AND SUPPORT
2.1	This Agreement pertains to Company's banking as a service (BaaS) offering and its banking technology solution, including any adjacent products and services.
2.2	Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services as defined in Exhibit A.
2.3	Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in the Agreement.
2.4	The "Commencement Date" of a Service is the Customer's first production use of the Service. Upon the request of either party, the Commencement Date may be rescheduled to a new date that is mutually agreed upon in writing by both parties. If commencement of a Service is delayed for more than ninety (90) days after the Effective Date or the Commencement Date agreed upon by the parties, and such delay is not due to the acts or omissions of Company, such as Company's failure to meet its obligations under the Agreement, then Company may suspend delivery of the applicable Service and Customer shall pay the one-time fees, if any, and begin paying the Recurring fees (see Exhibit
2 A), if any, related thereto. The parties shall use commercially

reasonable efforts to mutually agree upon a new date to commence the Service as soon as commercially practicable.
2.5	Company may change any features, functions, brand, third party provider, or attributes of a Service, or any element of its systems or processes, or specifications, from time to time, provided that neither the functionality of, nor any applicable fees and charges for, such Service are materially adversely affected. For the avoidance of doubt, in the event any such change made by Company, pursuant to the preceding sentence, has a material adverse impact on the functionality of or fees and cost for a Service, Customer may elect to terminate the affected Service. If Customer requests a change to a Service, the parties shall negotiate the terms for such change, which terms will be set forth in a mutually agreed upon statement of work ("SOW").

3.	MARKETING MATERIALS
Subject to Applicable Law, the Customer shall market accounts and services provided under this agreement to potential Clients, using Marketing Materials approved in writing by the Company

3.1	Prior to Customer's use of any Marketing Materials including press and media releases, all such material shall be provided to the Company for approval. The Company shall approve or reject the material for usage in writing within nine (9) business days of receipt of said material, unless the Company, in its sole discretion, determines that additional regulatory review or approval is required before the same can be approved. In such cases, the Company shall periodically inform the Customer of the status of such review or approval. The Company shall further approve or reject the Marketing Material in writing once such regulatory reviews are completed.
3.2	Any substantial changes to the approved Marketing material which includes but is not limited to introducing new services and terms shall be submitted to the Company for approval.
3.3	In its sole discretion, Company may revoke approval or request changes to previously approved Marketing material by providing written notice of the same to the Customer. Customer shall incorporate the required changes within thirty (30) business days unless such changes are required earlier either by Applicable Law or a Regulatory Authority.
3.4	Company may request periodic reviews of the Marketing Materials and related activities. Company and customer shall mutually determine the form of such ongoing reviews to minimize business disruption.
3.5	Customer shall bear all costs and expenses associated with such advertising, marketing, and maintenance of websites promoting the services provided under this agreement
3.6	Customer shall be liable for all claims arising from the use by Customer or agents acting on Company's behalf of any

Materials comply with Applicable Law, shall be accurate in all respects and shall not be misleading; provided that Customer may rely on the accuracy of information included in the Marketing Materials and/or Marketing Activities made available by the Company. Nothing herein shall serve to undermine Customer's indemnification obligations under this Agreement.
3.7	Failure to adhere to the Marketing guidelines defined in this section by the Customer constitutes a material breach of agreement

4.	CLIENT ONBOARDING AND COMPLIANCE
4.1	The Company acknowledges that the Customer shall own all Client data collected by them. Furthermore, the Customer acknowledges that the Company and its bank partner shall retain ownership of all data that they receive for the purpose of providing the banking services defined under this agreement.
4.2	Company and Customer individually acknowledge that all data collection shall confirm with Applicable Laws. Further, the data collected would be limited to that required to effectively deliver the services detailed under this agreement and shall be subject to Client consent. The Customer agrees to provide all Clients with a copy of their privacy policy, which shall include instructions for obtaining the Company's privacy policy.
4.3	The Customer shall provide Clients with all user agreements and disclosures as required by Applicable Laws and determined by the Company. These disclosures shall include details of the provided services, their associated charges and any other information that the Company deems relevant for the Clients. The Company, at its sole discretion, shall update these agreements and disclosures from time to time to reflect changes to policies, applicable Laws and regulations.
4.4	The Company shall, at its sole discretion, determine when select Regulatory alerts are sent directly to the Clients
4.5	Customer shall be responsible for all liability associated with Client Accounts. Customer shall be responsible for developing, administering and maintaining a BSA, AML and OFAC compliance program. In addition to monitoring user activities and prohibiting financial transactions with countries listed by OFAC, the program must include controls to ensure ongoing compliance and providing ongoing training for Customer personnel.
4.6	The Company shall maintain its own KYC module to enforce the Account opening guidelines determined by its banking partner. The Company shall share the results of evaluating the Client by its KYC module with the Customer. The Company also maintains its own BSA, AML and OFAC policy. The results of evaluating Clients against these policies are also shared with the Customer. The Customer acknowledges that the KYC facility, BSA, AML and OFAC screening provided by the Company are meant to be used in conjunction with compliance management

Marketing Materials. Customer shall ensure that all Marketing 3 policies followed by the Customer and are not a replacement for

the same. The Customer further acknowledges that the aforementioned policies provided by the Company do not guarantee compliance or protection against fraud and that the Customer shall continue to be liable for Clients onboarded by them.
4.7	The Customer acknowledges that Client on-boarding requests may be flagged for review at the sole discretion of the Company and its banking partner, based on the results of either the KYC checks or BSA, AML and OFAC screening. The Customer further acknowledges that the Company may ask for additional details for reviewing such flagged accounts and may reject the application upon completion of the review process.
4.8	The Customer understands that the Company may request a written explanation upon observing multiple occurrences of failures of compliance checks. The Customer acknowledges that the Company and its banking partner, may, at their own discretion, and as a last resort, temporarily suspend certain banking services provided to the Customer till the root cause of such failures are identified and addressed to the satisfaction of the Company and its banking partner.

5.	DEPOSIT ACCOUNTS
5.1	The Customer agrees to originate FDIC insured Deposit Accounts only for Clients meeting the eligibility criteria as defined in the Account Opening policy. The Customer understands that they are responsible for all liability associated with Deposit Accounts, including fraud, even if such Deposit Account was approved in compliance with the Account Opening Policy. The Customer acknowledges that the Company may, at its sole discretion, decline to establish a Deposit Account if the Company believes that doing so would pose a financial risk to the Partner bank or violate Applicable Law. The Customer further agrees to not allow its Clients to use the Deposit Account Services for illegal purposes and violations of applicable Law. The customer also understands that the Account opening policy may be updated by the Company from time to time, at its sole discretion.
5.2	The Customer agrees to obtain consent from their Clients to receive Account Agreements, statements and disclosures electronically and subsequently record such consent in the system of records provided by the Company. The Customer agrees to then deliver to their Clients the Deposit Account Agreements, privacy notices and any other disclosures as determined by the Company and required by Applicable Laws. The Customer shall also obtain Client consent to the Account agreement and ensure that the same is recorded in the system of records provided by the Company. Furthermore, the Customer agrees to deliver any subsequent updates to agreements, disclosures and policies as per guidelines issued by the Company in writing. The Customer understands that these updated agreements and disclosures should be delivered within the timeframes specified by the Company. The Customer shall also be responsible for delivering all notices required by the Applicable Laws to Clients whose account application was denied.

5.3	The Customer shall be responsible for receiving, investigating and responding to any Client dispute or error allegation concerning any Deposit Account. The Company agrees to provide reasonable assistance with such investigation and dispute resolution.
5.4	Checking and Savings accounts held by Clients shall earn periodic interest with the Interest rate specified in Exhibit A. The interest is posted to the deposit accounts on a monthly basis. The Company, at its sole discretion, shall periodically review and update the Interest rate associated with the deposit account. The Company shall additionally provide transactional services associated with the said Deposit Accounts as enabled in Exhibit
A. The Company shall associate virtual account and routing numbers with Clients Deposit Accounts to enable Wire and ACH Services.
5.5	The Company shall make available federal and state income tax reports for applicable Client Deposit Accounts. The Customer agrees to deliver said reports to the Clients.
5.6	The Company shall periodically monitor all Deposit Accounts having a negative balance. For accounts that have been in negative balance for more than the mutually agreed upon duration of "Dormancy Days", the Company shall provide a written notice of its intent to Close such accounts to the Customer. In the event that the Customer is unable to utilize any commercially reasonable means to collect such pending due amounts from its Client, the Customer agrees that the Company may, at its sole discretion, proceed to close the aforementioned deposit accounts and reimburse the Client's overdraft balance towards the Banking partner by debiting the Customer Reserve account. The Customer further agrees that it is liable for any negative balances on its Client's accounts and that it shall hold the Company harmless against any and all losses or liabilities arising from illegal, negligent or improper record and usage of all Data related to Deposit Account services submitted by the Customer on behalf of its Clients.

6.	PAYMENT RAILS
As selected in Exhibit A, the Company shall make available for the Customer and its Clients, various payment services including ACH, Wire, RDC and the Processing of cards.
6.1	Prior to utilizing the ACH services provided by the Company for transmitting debit and credit entries, the Customer acknowledges that is has access to the NACHA rules available at www.achrulesonline.org. The Customer further agrees to abide by all obligations required of an Originator or Receiver under the NACHA rules and acknowledges that all ACH Services shall be utilized in compliance with the NACHA Rules. For every entry, the Customer shall identify the originator of the transaction and ensure that all transaction details including necessary Client authorizations and consent are recorded in the system of records provided by the Company. The Company shall retain such data for
4 up to three hundred and sixty-five (365) after the transaction has

been processed. In the event of violation of applicable NACHA rules, the Customer agrees that the Company may, at its sole discretion revoke Customer access to ACH and related services. The Customer further agrees that the any fines or penalties imposed by NACHA as a result of such violations on either on the Banking partner or on the Company shall be passed on to the Customer.
6.2	The Customer understands that NACHA defines thresholds for ACH returns and that in the event that Customer's return rates exceeds these thresholds, the Company shall, at its sole discretion, revoke Customer access to ACH and related services. Furthermore, the Customer also understands that, in the event that the Customer's return rate meets or exceeds the Unauthorized Entry Return Rate threshold, the Administrative Return Rate threshold or the Overall Return Level as required by the NACHA Rules, the Company shall provide reporting information to NACHA regarding the Customer. To minimize the possibility of such business disruptions, the Company shall track the return rates associated with the Customer on a rolling sixty (60) day period and at its sole discretion, implement remedial action once the return rates exceed ninety percent (90%) of NACHA's applicable thresholds. The Customer agrees that these remedial action may include, but are not limited to throttling of ACH transactions based on volume, or temporary suspension of ACH services till the Company is convinced that the root cause of the high returns have been addressed and the Customer is no longer at the risk of exceeding ACH return limits. The Customer agrees to not hold the Company responsible for any liabilities arising from the aforementioned corrective or remedial actions taken by the Company.
6.3	For utilizing Wire services provided by the Company, the Customer agrees to abide by all Applicable Laws and regulations including those imposed by the Federal Reserve, the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") and any foreign nations having jurisdiction over the transaction. The Customer agrees that all Wire transactions are immediate, final and irrevocable and as such necessitate addition security than ACH transactions. Furthermore, the Customer agrees to implement Multi-factor authentication for its Clients for each Wire transaction created by them. For every transaction, the Customer shall identify the originator of the transaction and ensure that all transaction details including necessary Client authorizations and consent are recorded in the system of records provided by the Company. The Customer understands that Wire transfers may not be available for all Countries and that the list of Countries permitted may vary over time. The Customer Acknowledges that the Company might cancel Wire transfers it deems to be in violation of Applicable Laws and that the Customer further agrees to not hold the Company liable for such rejections.
6.4	For Remote Deposit Capture functionality, the Customer agrees to instruct their Clients to retain a copy of the physical check for up to sixty (60) days after an image of the appropriately endorsed check has been transmitted for deposit. The Customer

agrees that it is liable for any losses associated with provisional credits provided to their Clients.
6.5	The Customer agrees to abide by all Applicable Laws and obtain all required authorizations from their Clients for utilizing services related to the Processing of external Debit, Credit and Pre-paid cards. The Customer acknowledges that if it accesses, stores or routes any of the information associated with the external cards through its servers, it would need to comply with Payment Card Industry Data Security Standards (PCI DSS). In such cases, the Customer understands that the Company may request PCI DSS certification details of the Customer and in the event that the Customer is unable to provide the same, the Company may, at its sole discretion, disable access to services for Processing of Cards.
6.6	The Customer understands that all Debit transactions generated after the daily Transaction limit has been reached shall be cancelled by the Company. This restriction does not apply to Wire Services. The Customer further understands that, based on ongoing risk assessments, the Company may, at its sole discretion, modify the daily Transaction limit.
6.7	The Customer understands that all transactions are final are irrevocable and that it cannot stop, edit or recall the same. The Customer agrees that the Company is not responsible or liable for any errors made by the Customer or their Clients while utilizing the aforementioned Payments services. These errors shall include, but are not limited to, incorrect amounts, wrong settlement dates, incorrect details of the receiver or duplicate entries. The Customer further agrees that it shall be liable for all losses resulting from provisional credits, returns, reversals and chargebacks.
6.8	The Customer and the Company agree to comply with the Security Protocols defined by the Company for safeguarding the transmission of transaction entries and payment orders sent to Company. These security protocols might include, but are not limited to, passwords, access codes, security devices and other procedures defined by Company. The Customer further acknowledges that the purpose of such Security Protocols is to verify authenticity of the transactions entries and payment orders submitted to the Company and are not meant to detect any errors in the actual contents of the transmission. The Customer warrants that no individual will be allowed to initiate transactions and payment orders in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of the aforementioned Security Protocols. The Customer acknowledges that it is liable for all transaction entries and payment orders issued in its name and accepted by the Company in compliance with the Security Protocols, irrespective of whether these transactions were authorized by the Customer or their Clients. The Customer further understands that the Company has the right to reject any transactions, if it believes that Customer did not adhere to aforementioned Security Protocols while creating and transmitting the same.
6.9	In the event of a suspected security breach affecting access to the creation and transmission of transactions and
5 payment orders at the Customer's end, the Customer agrees to

notify the Company within one (1) business days of its detection of the said breach. The Customer agrees that any such occurrence of unauthorized access will not affect transactions already made in compliance with the Security Protocols, and subsequent transmissions made within a reasonable timeframe till the Company has a chance to act on the security breach information provided by the Customer. In the event of such a security breach, the Company may, at its sole discretion disable access to the Payment services till the root cause of the security breach has been identified and adequately addressed by the Customer.
6.10	The Customer agrees to use the Payment services in compliance with all Applicable Laws. The Customer further understands that the Company may, at its sole discretion, disable access to payment services for any Clients it suspects of engaging in illegal or fraudulent activity. The Customer also agrees to provide all necessary disclosures and information as required by Applicable Laws and regulations to its Clients utilizing the Payment services.

7.	CARD ISSUANCE
As selected in Exhibit A, the Company shall make available for the Customer the ability to issue Debit and/or Credit cards ("Cards") to its Clients.
7.1	The Customer agrees to obtain consent from their Clients to receive Cardholder Agreements, statements and disclosures electronically and subsequently record such consent in the system of records provided by the Company. The Customer agrees to deliver to their Clients, the Cardholder Agreements, privacy notices and any other disclosures as determined by the Company and required by Applicable Laws. The Customer agrees to obtain Client acceptance of the Cardholder Agreement and ensure that the same is recorded in the system of records provided by the Company. Furthermore, the customer agrees to deliver to its Clients, any subsequent updates to agreements, disclosures and policies as per guidelines issued by the Company in writing. The Customer understands that these updated agreements and disclosures should be delivered within the timeframes specified by the Company. The Customer further agrees to deliver all notices required by Applicable Law to Clients whose cards applications were denied.
7.2	The Customer understands that they are responsible for providing artwork for the Cards, which would then be approved by the Company and their partner card networks at their sole discretion. If Physical cards are selected in Exhibit A, the Company shall be responsible for printing and shipping cards to the Client's address as maintained by the Customer at the time of applying for the Card.
7.3	For all Cards issued by the Company for its Clients, the Company shall make available to the Customer card statements that include all valid transactions including purchases, fund transfers, bill payments and ATM withdrawals. The Customer

agrees to deliver such statements to their Clients as required by Applicable Laws and the Cardholder Agreement.
7.4	The Customer acknowledges that if it accesses, stores or routes any of the nonpublic information associated with Clients cards through its servers, it would need to comply with the applicable regulations under Payment Card Industry Data Security Standards (PCI DSS). In such cases, the Customer understands that the Company may request PCI DSS certification details of the Customer and in the event that the Customer is unable to provide the same, the Company may, at its sole discretion, disable access to Card issuance services.
7.5	The Customer understands that the Company shall directly handle any complaints or issues raised by Clients related to their Cards. The Customer further agrees to forward any complaints or issues related to Card usage, along with all supporting information and documentation, to the Company within one (1) business day of receipt of the same. The Customer understands that the Company shall credit the Client's account with a provisional credit from the Customer Reserve account within the timeframe set by Applicable Laws.
7.6	The Customer warrants that they shall not allow their Clients to use the issued Cards in violation of the Cardholder Agreement and Applicable Laws. The Customer understands that the Cards issued to its Clients may be canceled by the Company, if it believes, at its sole discretion, that the Client is using the Card for fraudulent activities or in violation of the Cardholders Agreement or Applicable Laws.
7.7	The Customer understands that it is liable and responsible for all losses associated with provisional credit and negative balance due to Card disputes. The Customer further acknowledges that it is liable for all losses associated arising from fraudulent activities on Cards associated with their Clients, such fraudulent activities include, but are not limited to, card not present fraud, lost or stolen card fraud, counterfeit and skimming fraud.

8.	RESTRICTIONS AND RESPONSIBILITIES
8.1	Customer, its employees, and its agents will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
8.2	Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable Laws and regulations, including but not limited to those laws relating to usury, truth-in-lending, fair credit reporting, equal
6 credit opportunity, automated clearing house transfers, networks

associations, electronic funds transfer, privacy and direct marketing, regardless of whether Customer uses any forms or other Materials supplied by Company. Customer shall (except to the extent due to Company's material breach of the Agreement), assume all risk and liability associated with transactions, including any risk of counterfeit, charged-back or fraudulent transactions. Customer shall be responsible for providing Company with notice of any changes in state or local law that impact Customer's use of the Service.
8.3	Customer hereby agrees to indemnify and hold harmless Company, its affiliates, officers, directors, agents, employees, and suppliers, against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) related to Customer's breach of this Agreement, violation of any law or policy applicable to Customer, , and use of Services, including any security vulnerabilities, and the consequences of such vulnerabilities , related to Customer's use of the Services, including, by way of example only, any data breach or hacking that may occur.
8.4	Customer shall be responsible for monitoring and interpreting (and for complying with, to the extent such compliance requires no action by Company), the applicable Laws pertaining to Customer's business ("Legal Requirements"). Based on Customer's instructions, Company shall implement the processing parameter settings, features and options (collectively, the "Parameters") within Company's Services and systems that shall apply to Customer, subject to the change request process in place between Company and Customer to establish requirements, development arrangements and deployment timelines. Customer shall be responsible for determining that such selections are consistent with the Legal Requirements and with the terms and conditions of any agreements between Customer and its Clients.
8.5	Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Agreement.
8.6	Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer application access, passwords (including but not limited to administrative and client passwords) and files, and for all uses of Client account or the Equipment with or without Clients' knowledge or consent.
8.7	The Company represents that (i) it has all necessary rights, power and ability to enter and perform this Agreement; and
(ii) it will use commercially reasonable efforts to comply with all Applicable Laws, rules, and regulations in its performance under this Agreement, and to ensure the Software Suite is protected from

trojan horse, virus, worm (as such terms are commonly understood in the software industry) or any other code that the Company determines is designed to have, or intended to have, any of the following functions: disrupting, disabling, harming, or otherwise impeding in any way the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed.

8.8	The Company hereby agrees to indemnify and hold harmless the Customer, its officers, agents and employees, against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) due solely to a violation of the foregoing which result from the Company's willful acts or its gross negligence. In no event, however, shall Company's liability under this Agreement, whether in contract law, tort law, warranty or otherwise, exceed the amount Customer paid to Company in the twelve (12) months preceding the event giving rise to Customer's claim, in each case, whether or not the Company has been advised of the possibility of such Damages.

9.	CONFIDENTIALITY; PROPRIETARY RIGHTS
9.1	Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take commercially reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. However, the Receiving Party may disclose Proprietary Information to its agents who are
(1) bound by the terms of this confidentiality provision and (2) necessary for the Receiving Party to carry out the performance of its duties under this Agreement, including, for example, secretarial, clerical, and information security personnel assisting the Receiving Party (including consultants and vendors that provide translation, data security, or similar support services to Receiving Party). The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. If a disclosure is required under subsection (e), and if legally permitted to do so, Receiving Party shall as soon as possible give written notice of such requirement to the Disclosing

any back door, drop dead device, time bomb, spyware or malware, 7 Party to allow the Disclosing Party reasonable opportunity to seek

a protective order or its equivalent and Receiving Party shall make a reasonable effort to obtain a protective order and/or maintain the confidential nature of the Proprietary Information.
9.2	Customer shall own all right, title and interest in and to the Client Data. Company shall own any data that is based on or derived from the Client Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to the Services and Software and all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing.

9.3	Customer is not acquiring a copyright, patent or other intellectual property right in any Service, Third Party Service, Software, Deliverable, specifications or Materials, or in any data, modifications, customizations, enhancements, changes or work product related thereto. "Deliverable" means any work product or other item (whether tangible or intangible) created by Company or provided by Company to Customer pursuant to the Services, Third Party Services, or Software, and which may be described more particularly in an Addendum, SOW, or other document signed by the parties. Any intellectual property rights that existed prior to the Effective Date of an Addendum shall belong solely to the party owning them at that time. Neither party shall be entitled to any copyright, trademark, trade name, trade secret or patent of the other party. Customer shall not alter, obscure or revise any proprietary, restrictive, trademark or copyright notice included with, affixed to, or displayed in, on or by a Service, Third Party Service, Software, Deliverable or specifications.
9.4	Company acknowledges that Customer has a legal responsibility to its Clients to safeguard Confidential Client Information in accordance with Applicable Law. Customer acknowledges that Company has a responsibility to do likewise. In addition to the other requirements set forth in this section regarding Confidential Information, Confidential Client Information shall also be subject to the additional restrictions set forth in this Section. Receiving Party shall not disclose or use Confidential Client Information other than to carry out the purposes for which the Disclosing Party or one of its affiliates disclosed such Confidential Client Information to Receiving Party. Receiving Party shall not disclose any Confidential Client Information other than on a "need to know" basis and then only to: (a) affiliates of Disclosing Party; (b) its employees or officers;
(c) affiliates of Receiving Party provided that such affiliates shall be restricted in use and re-disclosure of the Confidential Client Information to the same extent as Receiving Party; (d) to carefully selected subcontractors provided that such subcontractors shall have entered into a confidentiality agreement no less restrictive than the terms hereof; (e) to independent contractors, agents, and consultants hired or engaged by Receiving Party, provided that all such persons are subject to a confidentiality agreement which shall be no less restrictive than the provisions of this section; or (f) pursuant to the exceptions set forth in 15 U.S.C. 6802I and accompanying regulations which disclosures are made in the ordinary course of business

9.5	Notwithstanding anything to the contrary, Company shall have the right to host, use, process, collect, store, display, transmit, and analyze Client Data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and Client Data to deliver, improve, and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such Client Data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted to the Customer except as expressly set forth herein.

10.	PAYMENT OF FEES
10.1	Customer will pay Company the then-applicable fees described in Exhibit A for the Services in accordance with the terms therein (the "Fees"). Unless otherwise set forth in Exhibit A, all Fees and charges for the Initial Service Term shall be invoiced upon execution of the Order Form. All Fees due under this Agreement (except those being disputed by the Customer in good faith) shall be paid in full by Customer within thirty (30) days of the invoice for such fees and charges. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which they believe an error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.
10.2	Customer shall pay all fees and charges set forth in Exhibit A. Unless otherwise stated in Exhibit A, any one-time fees set forth in Exhibit A shall be paid upon execution of the Agreement (or the applicable Amendment). Recurring fees shall be paid beginning on the Commencement Date. All third-party fees and charges outside of Company's control, and any adjustments thereto from time to time, will be passed through to Customer at Company's cost for such items. Beginning on January 1, 2025 and thereafter during the term, Company may increase the Recurring fees by an amount not exceeding 6%, not more than once annually. These adjustments will be effective upon Company's notification thereof to Customer. Fees, costs and expenses owed by Customer are exclusive of charges for materials, work, hardware, software or travel not otherwise detailed in Exhibit A, any Addendum, or SOW. If travel by Company is required in connection with providing the Services or Deliverables hereunder, Company will seek Customer's approval prior to undertaking such travel, which will include providing Customer with an estimate of the fees and charges related thereto.
10.3	All charges and fees to be paid by Customer under the
8 Agreement are exclusive of any applicable withholding, sales, use,

excise, value added or other taxes. Any such taxes for which Company is legally or contractually responsible to collect from Customer shall be billed by Company and paid by Customer. Customer agrees to reimburse and indemnify Company for any taxes, penalties and interest assessed by any taxing authority arising out of the Agreement. Company shall pay and hold Customer harmless for any taxes on Company property, income or payroll. Customer agrees to hold Company harmless for any sales, use, excise, value added, or other taxes assessed by a taxing authority arising out of the Agreement. In the event of any assessment by a taxing authority, both parties agree to cooperate with each other to resolve issues in order to minimize such assessment.
10.4	All Fees and charges are non-refundable, where any upfront payments set forth in this Agreement and not yet due are refundable at all times.

11.	TERM AND TERMINATION
11.1	The Agreement shall remain in effect until the date on which Company is no longer obligated to provide any Service or Software under any Addendum. Each Service shall remain in effect for the first 15 months following the Commencement Date (the "Initial Service Term"). Upon expiration of the Initial Service Term, the Service shall automatically be renewed for successive twelve (12) months terms (each, a "Renewal Term") unless terminated by either party in writing at least one hundred eighty
(180) days prior to the expiration of the then-current Initial Service Term or Renewal Term.

11.2	Company may immediately suspend or terminate Customer's or Customer's users' access to, or use of, the Services if Company believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; or (b) Customer or Customer's users are accessing or using the Services to commit an illegal or inappropriate act; (c) Customer has committed a material breach of Agreement; (d) Customer becomes insolvent, an insolvency proceeding is begun against the Customer, or any material portion of the Customer's assets is attached, seized on, or comes into possession of a trustee or receiver; or (e) upon the direction of any regulatory authority with proper jurisdiction. However, in the event Company determines that the Customer has the ability to cure the reason for such suspension or termination, including all costs and expenses incurred by the Company associated with such reason to suspend or terminate, the Company agrees to provide Customer with a written notice of its reason to suspend or terminate, and provide the Customer up to forty-five
(45) days to cure the Reason. When reasonably practicable and lawfully permitted, Company will provide Customer with advanced written notice of any such suspension upon expiration of the cure period. Company will use reasonable efforts to re-establish the Services promptly after determining that the issue

this paragraph shall not excuse Customer from its obligation to make payments under this Agreement.
11.3	In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' written notice (or without notice in the case of nonpayment of Fees and charges as set forth in this Agreement), if the other party materially breaches any of the terms or conditions of this Agreement. In the event of any material breach of this Agreement by Customer, Customer will pay in full for the Services up to and including the last day of the then current Initial Term or Renewal Term, whether or not the Customer uses the Services for the entire Term. Upon any termination, Company may, but is not obligated to, delete stored Customer Data All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability, governing law, venue, and arbitration provisions.
12.	Audits
12.1	Upon at least five (5) business days' prior written notice, Company, its representatives and/or vendors may visit Customer's facilities, during normal business hours, for the purpose of: (i) inspecting the location and use of Software, Deliverables and any third-party software; and (ii) auditing, monitoring and ensuring compliance with the terms of the Agreement. In addition, each party shall have the right, upon reasonable prior written notice (and no more than once each year), to visit the other party's facilities during normal business hours for the purpose of determining the adequacy of procedures for complying with its obligations relating to Confidential Information under the Agreement.

13.	WARRANTY AND DISCLAIMER
13.1	Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, including AWS, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free OR THAT DATA BREACHES WILL NOT OCCUR; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS

causing the suspension has been resolved. Any suspension under 9 FOR  A  PARTICULAR  PURPOSE,  TITLE,  AND  NON-

INFRINGEMENT, ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.
14.	LIMITATION OF LIABILITY
14.1	NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OR CLAIMS RELATED TO THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
(B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.	MISCELLANEOUS
15.1	If any provision of this Agreement is found to be illegal, unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
15.2	This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without Customer's consent.
15.3	This Agreement represents the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
15.4	All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
15.5	No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have

any authority of any kind to bind Company in any respect whatsoever.
15.6	All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
15.7	This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties waive their right to a jury trial and to participate in a class action against the other party.
15.8	Each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco or Santa Clara counties in California in any dispute arising out of or relating to this Agreement.
15.9	Any controversy or claim arising out of or relating to this Agreement, as well as any extension or modification thereof, shall be settled by arbitration administered by the American Arbitration Association (the "Association"), conducted on a confidential basis, under the then current Commercial Arbitration Rules including the Optional Rules for Emergency Measures of Protection, strictly in accordance with the terms of this Agreement and the substantive law of the State of California. The arbitration shall be held at the regional office of the Association located in San Francisco, California and conducted by three arbitrators. Unless otherwise agreed, the arbitration decision shall be issued within 30 days after the date of closing of the arbitration hearing. The arbitrators may grant any remedy or relief that could otherwise be awarded under the law. The award rendered by the arbitrators may be entered and enforced in any court of competent jurisdiction. The parties will jointly pay arbitration costs pending a decision by the arbitrators. The losing party will pay the costs of the arbitration and the reasonable legal fees and expenses of the prevailing party, as determined by the arbitrators.
15.10	The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it.
15.11	Customer grants Company the right to use its name and logo, in connection with identifying Customer as a customer, on Company's website and in its marketing materials. The parties shall work together in good faith to issue at least one mutually agreed upon press release within ninety (90) days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account and case study subject upon request.
15.12	Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export,
10 import or other license); or other event outside the reasonable

control of the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.
15.13	This Agreement may be subject to reviews, updates and clarifications by the Partner Bank at the point of the Commencement Date and thereafter as may be required in order to maintain compliance with the Applicable Law.








































11

VALUE PACKAGE FINANCING TERMS

Amount Requested:	$1,000,000.00	Typical Amount: up to $1,000,000 (you only use what you need)
Co-Pay to accept Value package : 5 % of amout of the value package	Co-Pay on future Invoices : 50%
- Your portion of the applicable Mbanq invoices
Typical Expense Categories:
- Partner Bank Fees
- Card Processor Fees
- Mbanq Fees
- Card Issuance, Printing and Fulfilment Fees	Security:
- This is an unsecured, general obligation of the business
- No personal guarantees, no credit checks Disclaimer:
- Not a loan
- Not all platforms, use cases or expenses will qualify
- Decision is final, no explanation provided
X Financing Required
By opting-in to Financing Terms you confirm the following:
- Company will invoice Customer for the amount of the Financing displayed in the Amount Requested field
- Customer will pay Company the Initial Commitment as specified in this form
- Balance of the invoice will be paid through the reduced interchange rebate to compensate for any credit towards
costs incurred in the above Expense Categories	0 Financing Not Required

For any outstanding amounts under these Financing Terms, Company will use Customer's portion of the interchange until the financing is fully repaid.

1.	Sponsor Bank Disapproval Refund Addendum


Addendum to the BANKING-AS-A-SERVICE ORDER FORM

This Addendum (the "Addendum") is made and entered into as of the between:

?	Mbanq, Inc. ("Mbanq")
?	Accrew, Inc. ("Accrew")



27 day of


January



, 2025, by and


as an amendment to the BANKING-AS-A-SERVICE ORDER FORM (the "Agreement") previously executed by both parties. This Addendum is intended to provide additional terms regarding the refund of setup and integration fees in the event of non-approval by the designated sponsor bank.

1.	Purpose

The purpose of this Addendum is to establish that Accrew will be refunded its setup and integration fees as outlined in Schedule A of the Agreement if the sponsor bank does not approve Accrew for participation in the program for reasons beyond Accrew's control.

2.	Refund of Setup and Integration Fees

1.	In the event that Accrew does not receive the required approval from the designated sponsor bank for the issuance of banking product and prepaid card services under the Agreement:
o	Mbanq agrees to refund to Accrew all setup and integration fees paid by Accrew, as specified in
Schedule A of the Agreement.
o	This refund shall be processed within thirty (30) days following the receipt of official notification of the sponsor bank's decision not to approve Accrew for participation in the banking and prepaid program.

3.	Conditions of Refund

The refund obligation applies only if:

?	The non-approval is not due to any action, omission, or regulatory non-compliance on the part of Accrew.
?	Accrew has complied fully with all application and due diligence processes required by Mbanq and the sponsor bank.

4.	No Other Changes

All other terms and conditions of the Agreement remain in full force and effect, except as expressly amended by this Addendum. This Addendum becomes effective upon execution by both parties.

2.	Reasonable Service Level Addendum
as an amendment to the BANKING-AS-A-SERVICE ORDER FORM (the "Agreement") previously executed by both parties. This Addendum is intended to define service level agreements (SLAs) for APIs, system availability, and support responsiveness.

1.	Purpose

The purpose of this Addendum is to ensure reasonable service standards and reliability for Accrew's program by setting measurable performance requirements for system uptime, response times, and support ticket handling.

2.	API Performance Standards

Mbanq agrees to maintain the following performance levels for any APIs made available to Accrew under the Agreement:

- Monthly API Uptime: At least 99.9% each calendar month, excluding scheduled maintenance. o	Scheduled maintenance must be communicated at least 48 hours in advance.
- Response Times: Average API response times shall not exceed 500 milliseconds per request, measured monthly.
- Error Rate: Maintain an error rate below 1% of total API calls, measured monthly.

3.	Support and Ticket Turnaround Times

Mbanq agrees to provide the following support ticket turnaround times, organized by priority:

1.	Critical Issues (system outage, severe API failure)
o	Response: Within 2 hour
o	Resolution or Workaround: Within 4 hours
2.	High-Priority Issues (major performance degradation, time-sensitive)
o	Response: Within 4 hours
o	Resolution: Within 24 hours
3.	Medium-Priority Issues (minor interruptions, isolated issues)
o	Response: Within 1 business day
o	Resolution: Within 3 business days
4.	Low-Priority Issues (general inquiries, non-urgent)
o	Response: Within 2 business days
o	Resolution: Within 7 business days

4.	Reporting and Review

- Monthly Performance Reports: Mbanq will provide Accrew with monthly metrics for uptime, response times, and ticket resolutions.

5.	Remedies for Non-Compliance

If Mbanq fails to meet any minimum service levels described in this Addendum for two consecutive months, Accrew may:

1.	Request a service credit in accordance with the Service Credit Schedule A refecenced below.
2.	Terminate the Agreement without penalty if Mbanq's performance fails to meet the standards for three consecutive months.

7. No Other Changes

All other terms and conditions of the Agreement remain in full force and effect, except as expressly amended by this Addendum. This Addendum becomes effective upon execution by both parties.

Service Credit Schedule A

This Service Credit Schedule ("Schedule") is incorporated by reference into the Reasonable Service Level Addendum (the "SLA Addendum") between Mbanq, Inc. ("Company") and Accrew, Inc. ("Customer"), effective as of the Commencement Date defined in the SLA Addendum.

1.	API Uptime Service Credits
Monthly Uptime Percentage Service Credit Applied

?	99.9% - 100%	0% (No credit)
?	99.0% - 99.89%	5% of Monthly Fees
?	98.0% - 98.99%	10% of Monthly Fees
?	95.0% - 97.99%	20% of Monthly Fees
?	Below 95.0%	30% of Monthly Fees

1.	Calculation of Uptime: Uptime is measured monthly and excludes scheduled maintenance
periods that are communicated at least 48 hours in advance.

2.	Scheduled Maintenance Windows: Such periods do not count as downtime for the purpose of this Schedule.

2.	Ticket Turnaround Time Service Credits
If Company fails to meet the specified turnaround times outlined in the SLA Addendum on more than 5% of tickets for a given priority level in a single month, the following service credits will apply:
- Critical Issues: 15% of Monthly Fees

- High-Priority Issues: 10% of Monthly Fees

- Medium-Priority Issues: 5% of Monthly Fees

- Low-Priority Issues: 2% of Monthly Fees

1.	Applicability: The ticket-based credit for each priority level is independent of others. For example, if Company misses the turnaround target for 6% of Critical tickets and 8% of High-Priority tickets in the same month, both credits apply.
2.	Exclusions: Tickets delayed due to factors outside Company's control (e.g., Customer's incomplete information, force majeure events) are not counted toward the 5% threshold.

3.	Maximum Monthly Credit Cap
- Total credits issued to Customer under all categories (uptime and support) will not exceed 30% of Customer's Monthly Fees in any single billing cycle.

4.	Credit Application
1.	Issuance of Credits: Service credits are automatically applied to the subsequent invoice.

2.	Notification: Company will notify Customer in writing of any credited amounts and provide a summary of performance metrics that led to the credit.

3.	Persistent Issues: If performance shortfalls (under the SLA Addendum) continue for four consecutive months, additional remedies specified in the SLA Addendum may be invoked by Customer.

5.	No Waiver of Other Rights
Nothing in this Schedule is intended to limit any other rights or remedies available to Customer under the SLA Addendum or the main Agreement in the event of repeated or material failure to meet service levels.

IN WITNESS WHEREOF, the parties have caused this Service Credit Schedule to be executed by their duly authorized representatives and made a part of the SLA Addendum as of the date first written above.





Customer: Accrew, Inc.


Signature:
Andrew Montgomery
Name:
CEO & Co-Founder
Title:

Company: Mbanq, Inc.
Signature:		 Name:		 Title:




Date Signed:

01/27/2025


Date Signed:

Ziliak Law, LLC
141 W. Jackson Blvd., Ste. 4048
Chicago, Illinois 60604
Phone: 312-462-3350
Fax: 1-312-277-7347
info@ziliak.com

September 10, 2026

Accrew, Inc.
320 W Ohio St, Suite 3W,
Chicago, IL 60654

Re: Accrew, Inc. — Form 1-A

Ladies and Gentlemen:

We, Ziliak Law, LLC, are acting as counsel to Accrew, Inc., a Delaware corporation (the "Company" or "Accrew"), in connection with the filing of the Company's amended Form 1-A offering statement (the "Offering Statement") with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Act"). We assisted with the drafting of the amended offering circular (the "Offering Circular") and other documents prepared by the Company in providing our opinion below.

Pursuant to the Offering Statement, the Company is qualifying under the Act up to 40,000,000 Class B shares of common stock ("Class B Shares") to be issued by the Company. The Company will not be "selling" the Class B Shares. Rather, they will be distributing the Class B Shares to Members of the App (as such terms are defined in the Offering Circular) for the Member's use of the App and the Company's services. That being said, the Class B Shares will be "fully paid" in that once they are distributed to a Member, no Member will owe the Company money for a Class B Share, and the Member will have ownership rights over the Class B Share.

In rendering the opinion set forth below, we reviewed, drafted, or assisted in drafting the following documents:

(i) the Offering Circular;

(ii) the Company's Amended and Restated Articles of Incorporation;

(iii) the Company's Bylaws; and,

(iv) the Written Consent of the Board, wherein the Board resolved to engage in a Regulation A offering, among other actions.

In such review, we have assumed (a) the authenticity of the original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we reviewed; and (d) the legal capacity of all natural persons. We have relied, without independent verification, upon oral and/or written representations of Andrew Montgomery, the Company's CEO and Chairman of the Board of Directors, and Mark Willoughby, the Company's Chief Operating Officer and a Director, as to matters of fact material to the opinion provided below.

The opinions herein are based upon and limited to the laws of the State of Delaware. We express no opinion herein as to any other laws, statutes, regulations, or ordinances.

Based on our review and subject to the assumptions and limitations set forth here, we are of the opinion that the Class B Shares being distributed pursuant to the Offering Statement are duly authorized, legally issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Offering Statement. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company.

Sincerely,

/s/ Emily Hayes

Emily Hayes, Attorney
ehayes@ziliak.com
Ziliak Law, LLC

As filed with the Securities and Exchange Commission on September 10, 2026
FORM 1-A/AMENDMENT 1
Regulation A Offering Circular
Under the Securities Act of 1933
ACCREW, INC.
320 W Ohio St, Suite 3W,
Chicago, IL 60654
(844) 988-1775
www.accrew.com

Accrew, Inc., a Delaware corporation ("Accrew," "We," or the "Company"), is offering Class B Shares to investors in a non-underwritten, Tier 2 offering under Regulation A.
Accrew is offering up to 40,000,000 Class B Shares to users of the Accrew app, which includes the Company's mobile app and any future website app (the "App"), Class B Share having a proportional claim to Accrew's Profit-Sharing Pool (as defined below) and limited voting rights as described herein. For more information on the Class B Shares, see "Securities Being Offered."
	Price to Public	Underwriting discount and commissions 	Proceeds to the Issuer1	Proceeds to Other Persons
Per Share	Variable2	$0.00	$Not Applicable	$0.00
Total Minimum	$0.00	$0.00	Not Applicable	$0.00
Total Maximum	$75,000,0003	$0.00	Not Applicable	$0.00

1.	The Company is not selling Class B Shares. Rather, the Company will issue Class B Shares to Members as set forth in the section entitled "The Offering and Plan of Distribution; Selling Security Holders." The Company will assign a value to each issuance in accordance with the Rule 251 aggregate offering limitation. Because no cash purchase price is collected from Members for Program issuances, those issuances do not generate cash proceeds for the Company.
2.	The price per Class B Share will fluctuate based on the amount of money in the Profit-Sharing Pool. Upon qualification of this offering, the Company will initially fund the Profit-Sharing Pool with $3,000. Thereafter, the price is subject to change based on the amount of money in the Profit-Sharing Pool. Members (as defined below) will be distributed Class B Shares as set forth in the Accrew Member Rewards and Share Issuance Program, set forth in "The Offering and Plan of Distribution; Selling Security Holders" below.
3.	This number applies to a 12-month period beginning on the date of qualification. This is the maximum value of the Class B Shares that the Company may distribute to Members in the 12-month period. In order to calculate the value of the Class B Shares on the date of issuance, the Company will calculate the amount in the Profit-Sharing Pool at the time the Class B Shares are allocated and divide that by the Total Current Outstanding Shares (as defined below) at the time the Class B Shares are allocated.
We are offering the Class B Shares on a best-efforts basis. There is no minimum number of Class B Shares that must be sold or distributed in order to conduct a closing in this offering.
The offering will be made directly by the Company through the App, without an underwriter or broker-dealer. No commissions will be paid on sales of Class B Shares (though the Company will employ a registered transfer agent via their online platform for administrative support and tracking the cap table). We have engaged Kore US, Inc. ("Kore") as our transfer agent to assist in the offering through its transfer-agent/API services and is not acting as an underwriter, placement agent, or broker-dealer.  Accrew has made no arrangements to place any subscription funds in an escrow, trust, or similar account.
Class B shares will be offered on a continuous basis under Rule 251(d)(3) of the Securities Act. For more information, see "The Offering and Plan of Distribution; Selling Security Holders."
Given that Company is not selling Class B Shares, but rather distributing them to its Members, there will not be any "funds" raised. Therefore, there will not be any funds immediately available to the Company. Instead, the Company expects to generate operating revenue from Member use of the Platform and to fund the Profit-Sharing Pool as set forth in this Offering Circular.
We anticipate the offering of Class B Shares to begin within 2 calendar days after the qualification of the Offering Statement in which this Offering Circular is included has been qualified by the U.S. Securities and Exchange Commission ("SEC"). The sum of the maximum "aggregate offering price" and "aggregate gross sales", as those terms are defined in Rule 251(a) of the Securities Act, may not exceed $75,000,000 in any twelve-month period, with such period starting on the date the SEC qualifies this and renewing on the anniversary thereof (each such period shall be referred to as a "12-Month Period"). To calculate the value of the Class B Shares to determine the aggregate offering price and aggregate gross sales, the Company will calculate the amount in the Profit-Sharing Pool at the time the Class B Shares are allocated and divide that by the Total Current Outstanding Shares (as defined below) at the time the Class B Shares are allocated.
The offering will terminate on the earlier of (i) the date when the sum of the maximum "aggregate offering price" and "aggregate gross sales" equals $75,000,000 in either 12-Month Period, (ii) two years from the initial qualification date (subject to extension or renewal as permitted under Regulation A, 17 CFR Section 230.251 et seq.), or (iii) an earlier date determined by the Company in its discretion.
The Class B shares are speculative and involve risks. See "Risk Factors" on page 19 to read about the more significant risks you should consider before using the App and becoming a Member (as defined below).
The Company has authorized two classes of common stock, Class A and Class B. Class A common stock ("Class A Shares") is currently held by the Founders (as defined below), employees, and early investors and carries standard voting rights (one vote per share, with the Founders currently controlling the majority of votes). Class B Shares (the subject of this offering) are designated for distribution to Accrew's Members (as defined below) and potentially new investors. Class B Shares have economic rights equivalent to Class A (including rights to share in assets and the Profit-Sharing Pool (as defined below)), but limited voting rights (primarily advisory votes on member proposals and certain matters, as described below). In general, holders of Class B Shares will not have the right to vote on the election of directors or other corporate governance matters - those rights are effectively held by the holders of Class A Shares.
No dividends are expected to be paid on any class of stock; instead, the primary mechanism for sharing profits with stockholders is through the Profit-Sharing Pool and the discretionary share redemption program (see "The Offering and Plan of Distribution; Selling Security Holders"), that is subject to Delaware law and the limitations described in this Offering Circular. As of the date of this Offering Circular, there are 7,830,000 Class A Shares issued and outstanding, and no Class B Shares yet outstanding (though the Company anticipates issuing Class B Shares to App users in the near future as its platform launches). The Company has also issued Simple Agreements for Future Equity ("SAFEs") to early investors and to Company's Chairman and Chief Executive Officer from 2022 to 2024, which will likely convert into Class B Shares soon.  When these SAFEs convert, it will immediately dilute all Members. See "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information. The Company's Certificate of Incorporation authorizes a total of 80,000,000 shares of common stock divided between Class A and Class B. (See "Securities Being Offered" and ""The Offering and Plan of Distribution; Selling Security Holders" for further information on our capital structure.)
The Class B Shares offered in this Tier 2 Regulation A offering are intended to be federally covered securities when offered and sold to qualified purchasers, which generally preempts state securities registration and qualification requirements. State notice filings, filing fees, consent-to-service requirements, issuer-dealer requirements, and/or registration of issuer agents or other persons participating in the distribution may nevertheless apply. The Company will maintain a state-by-state compliance matrix and will not issue Class B Shares to a Member in any jurisdiction until all applicable notice, fee, issuer-dealer, agent-registration, or exemption requirements for that jurisdiction have been satisfied. The Company may restrict or delay issuances in particular states while those requirements are addressed. Currently, we anticipate accepting Members (as defined below) from all U.S. states and territories, subject to eligibility. If you are a U.S. person residing abroad or a non-U.S. person, please contact us as sales to non-U.S. persons may be limited due to legal considerations.
The U.S. Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of this offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.
Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth.  Different rules apply to accredited investors and non-natural persons.
Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A.  For general information on investing, we encourage you to refer to www.investor.gov.

We are following the "Offering Circular" disclosure format under Regulation A.
The date of this Amended Offering Circular is September 10, 2026.


IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR
Please carefully read the information in this Offering Circular and any accompanying offering circular supplements, which we refer to collectively as the "offering circular." You should rely only on the information contained in this Offering Circular.  We have not authorized anyone to provide you with different information.  This Offering Circular may only be used where it is legal to sell and distribute these securities.  You should not assume that the information contained in this Offering Circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.
This Offering Circular is part of an offering statement that we filed with the SEC, using a continuous offering process.  Periodically, as we make material developments, we will provide an offering circular supplement that may add, update, or change information contained in this Offering Circular.  Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement.  The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular.  You should read this Offering Circular and the related exhibits filed with the SEC and any offering circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC.
The offering statement and all supplements and reports that we have filed or will file in the future can be read at the SEC website, www.sec.gov.
The Company will be permitted to make a determination that the recipients of Class B Shares in this offering are "qualified purchasers" in reliance on the information and representations provided by the purchaser regarding the purchaser's financial situation.  Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.



TABLE OF CONTENTS

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR	5
OFFERING SUMMARY	7
RISK FACTORS	21
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	30
DILUTION	32
THE OFFERING AND PLAN OF DISTRIBUTION;  SELLING SECURITY HOLDERS	33
SUBSCRIPTION PROCEDURES	42
USE OF PROCEEDS	44
DESCRIPTION OF BUSINESS	45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	53
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES	66
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	70
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	74
SECURITIES BEING OFFERED	78
FINANCIAL STATEMENTS	86
UNAUDITED INTERIM FINANCIAL INFORMATION (FROM JANUARY 1, 2026 TO JUNE 30, 2026)	104
EXHIBIT INDEX	108
SIGNATURES	109


OFFERING SUMMARY
This offering summary highlights material information regarding the Class B Shares, the offering, and the business. To understand this offering fully, you should read this entire offering circular carefully, including the "Risk Factors" section, before participating in this offering.
Unless the context requires otherwise, in this offering the terms "we," "us," and "our" refer to Accrew, Inc., the issuer of the Class B Shares.
Please note that Accrew, Inc. is not a bank, but rather provides white-labeled banking services in its App. For more information on Accrew's services, please see "Description of Business."
Accrew, Inc. Introduction	Accrew, Inc. was incorporated in Delaware on September 24, 2021. Accrew is a financial technology ("Fintech") company building a user-owned banking platform. Our mission is to create a banking community where our customers are owners, and banking profits flow back to those users rather than institutional shareholders.
Accrew is not a bank. Banking services are provided through Mbanq and one or more FDIC-insured Mbanq Partner Banks. Eligible Members may receive Class B Shares under the Program. Profits designated for the Program will be held in a separate Accrew, Inc. deposit account at an Mbanq Partner Bank (the Profit-Sharing Pool). Any redemption is discretionary, subject to applicable law and Program limitations, and is not guaranteed.
See "Description of Business" and "The Offering and Plan of Distribution; Selling Security Holders" for more details.
Securities Offered	The Company is offering Class B Shares of Accrew, Inc. on a continuous basis and to be distributed per the Accrew Member Rewards and Share Issuance Program
The Company has authorized two classes of common stock, Class A and Class B. Class A Shares are held by the Founders and Insiders and carry standard voting rights (one vote per share, with the Founders currently controlling the majority of votes).
Class B Shares (the subject of this offering) are designated for distribution to Accrew's Members (as defined below); Class B Shares have economic rights equivalent to Class A (including rights to share in assets and profit distributions) but limited voting rights (primarily advisory votes on member proposals and certain matters, as described in the Accrew Member Rewards and Share Issuance Program).
In general, Class B stockholders will not have the right to vote on the election of directors or other corporate governance matters - those rights are effectively held by the holders of Class A Shares.
Class B Shares will be issued in book-entry (electronic) form; no physical stock certificates will be issued. The Company's transfer agent and digital platform will maintain share records and facilitate any future redemptions.
Accrew Member Rewards
and Share Issuance Program; Redemptions	Accrew plans to distribute Class B Shares to eligible Active Members under the Program. An Active Member must have Spend exceeding $400 U.S. Dollars in the applicable calendar month in order to be eligible. Class B Share issuances are not guaranteed. Shareholders may request a redemption, but no redemption is guaranteed. All redemptions are subject to Board or delegated approval, Delaware law requirements, other Program limitations, and any applicable Owner Rewards Adjustment. Returns, refunds, successful disputes, fraud determinations, and other final transaction changes may cause a recalculation of prior Owner Rewards as described in the Program.
THERE IS NOT GUARANTEE THAT CLASS B SHARES WILL BE DISTRIBUTED TO MEMBERS. For more information on the Program and the redemption process, please see "The Offering and Plan of Distribution; Selling Security Holders" below.
Offering Price	Members will not pay a cash purchase price for Class B Shares distributed under the Program. The Company will assign an issuance value for Regulation A compliance monitoring using the applicable Program formula. The price of each Class B Share may fluctuate based on the value of the Profit-Sharing Pool and Total Current Outstanding Shares and may be zero. The Profit-Sharing Pool will be a separate Accrew deposit account at an FDIC-insured Mbanq Partner Bank and will remain a corporate asset unless and until a lawful redemption payment is made.
Because the Company's business model uses a profit-sharing mechanism to allocate Class B Shares to Members, the price per share will not be fixed at the outset of this Offering. The price per Class B Share will fluctuate based on the amount of money in the Profit-Sharing Pool. To calculate the value of the Class B Shares at time of issuance, the Company will calculate the amount in the Profit-Sharing Pool at the time the Class B Shares are allocated and divide that by the Total Current Outstanding Shares (as defined below) at the time the Class B Shares are allocated.
Thus, the Class B Share price may increase or decrease over time based on changes in (i) the amount standing in the Profit-Sharing Pool and (ii) the Total Current Outstanding Shares.
Because the price is tied to Accrew's profits, Class B Shares are highly speculative - if the Company has no or minimal profits, the price per Class B Share could be very low or zero, and Members could lose most or all of the value of their Class B Shares.
No Secondary Market	There is currently no public trading market for Accrew's shares, and none is expected to develop. Accrew's shares are not listed or traded on any stock exchange or trading platform. Furthermore, the Company's bylaws explicitly prohibit any transfer of shares to third parties; Class B Shares can only be exchanged (redeemed) directly with Accrew. Investors should be prepared to hold their Class B Shares indefinitely and understand that liquidity is provided only through the Company's redemption mechanism (which is subject to limitations - see "Securities Being Offered" and "Risk Factors").
Continuous Offering;
Plan of Distribution	The offering will be made directly by the Company via its App, without any underwriter, broker-dealer, or placement agent. No commissions will be paid on sales of Class B Shares. Kore will act as the transfer agent and registrar through its transfer agent/API services. The Company remains responsible for compliance with any federal or state issuer distribution requirements.
We anticipate the offering of Class B Shares to begin within 2 calendar days after the qualification of the Offering Statement in which this Offering Circular is included has been qualified by the SEC. The sum of the maximum "aggregate offering price" and "aggregate gross sales", as those terms are defined in Rule 251(a) of the Securities Act, may not exceed $75,000,000 in any twelve-month period, with such period starting on the date the SEC qualifies this and renewing on the anniversary thereof (each such period shall be referred to as a "12-Month Period").
Officers, directors, and employees of Accrew may  market the App, but will not receive any commissions or special compensation for selling Class B Shares. (See "The Offering and Plan of Distribution; Selling Security Holders").
The offering will terminate on the earlier of (i) the date when the sum of the maximum "aggregate offering price" and "aggregate gross sales" equals $75,000,000 in either 12-Month Period, (ii) two years from the initial qualification date (subject to extension or renewal as permitted under Regulation A), or (iii) an earlier date determined by the Company in its discretion.
Use of Proceeds	Members do not pay a cash purchase price for Class B Shares and Program issuances, so the Company will not receive Member subscription proceeds from those issuances. The Company expects to fund operations from separate operating revenue and financing and to fund the Profit-Sharing Pool from Profits as described in this Offering Circular.
Risk Factors	Investing in Accrew's Class B Shares involves significant risks. Accrew is an early-stage company with no operating history of generating revenue and has incurred losses to date; its business model is unproven. The unique share structure and profit-sharing model present novel risks, including uncertainty of share value and liquidity. Prospective Members should carefully review and consider the risk factors described in the "Risk Factors" section of this Offering Circular. Some of the most significant risks are stated below.
-	We have not commenced revenue-generating operations and may never achieve profitability.
-	Our business plan depends on achieving scale (acquiring many Members); if we fail to grow our user base, our financial results and the value of the Class B Shares will suffer.
-	There is no public market for the Class B Shares, and transfers are restricted - Class B Shares are highly illiquid and redemption of shares is subject to limitations and board discretion.
-	The price of the Class B Shares is determined by a formula tied to profits, which could result in extreme volatility or stagnation of share value (including the possibility that shares have effectively zero value if the Company does not generate sufficient profits).
-	Our Insiders (as defined below) will continue to control the majority of voting power (through Class A Shares), and their interests may differ from those of holding Class B shares.
-	We rely on third-party partners (such as a bank, payment processor, and other vendors) to provide our services.  Failures or changes in these partnerships could severely impact our business.
-	The financial technology and banking industry is highly competitive and subject to extensive regulation - we face risks of regulatory non-compliance, changing laws, security breaches, and competition from both established banks and emerging Fintech companies.
-	Members will experience immediate dilution as the Class A Shares are also factored into the calculation of the Class B Share price, and future equity issuances (including conversion of existing SAFEs) will dilute your ownership percentage.
These and other risks are discussed in detail under "Risk Factors." You should read and understand all of the risk factors before making a decision to become a Member.
Investor Suitability 	This offering is open to both accredited (as defined in 17 CFR Section 230.501(a), as amended, and non-accredited investors.
However, because this is a Regulation A, Tier 2 offering, non-accredited investors will be subject to investment limits as per SEC rules.
Generally, a non-accredited individual may invest no more than 10% of the greater of his/her annual income or net worth in Regulation A, Tier 2 offering in any 12-month period. Since Accrew will distribute Class B Shares to its Members (as defined below), each Member that is a non-accredited investor will not be able to receive an amount of Class B Shares that is greater than 10% of his/her annual income or net worth.
Before becoming a Member, please review your financial situation and ensure you comply with these limitations. (Accredited investors are not subject to the 10% cap.)
Subscription Procedures;
How to Invest	Interested investors should follow the instructions on our App to become a Member. The Company reserves the right to reject any person from becoming a Member for any reason. Prospective Members will be notified of their rejection or acceptance within a few days of their completion of any onboarding materials.
Members receiving Class B Shares pursuant to this Offering Circular must complete required administrative steps prior to receiving Class B Shares, including know-your-client ("KYC") and anti-money laundering ("AML") checks and completing other required documentation.
Please see "Subscription Procedures" for more information.
Ongoing Reporting and Ongoing Communications	Accrew will be required to file periodic reports with the SEC, including annual reports on Form 1-K, semiannual reports on Form 1-SA, current reports on Form 1-U, and other information as required. These reports will be available on the SEC's EDGAR website and may also be posted on our website.
We intend to use electronic means (likely email and App updates) to deliver communications to Members (including annual/semiannual reports, tax documents, etc.). Using the App, Members consent to electronic delivery of such materials.
The Company's App will be primary source for updates. We may also host periodic webinars or publish newsletters to update Members on our progress. While Class B Shareholders will not have formal voting meetings, we may hold informational meetings or Q&A sessions to maintain engagement with our Member community. Any significant company developments will be disclosed through Form 1-U current reports or Offering Circular supplements as required.

Definitions
For purposes of this Offering Circular, the terms below shall have the following definitions.
"Accrew Card" means an Accrew-branded debit card issued to a Member by an FDIC-insured Mbanq Partner Bank. Accrew does not issue debit cards or open or maintain deposit accounts.
"Act" means the Delaware General Corporation Law, 8 Del. C. Section 101 et seq., as amended.
"Active Member" means any Member with cumulative lifetime Spend of at least four hundred U.S. dollars ($400).
"Adjustment Shares" means the number of Class B Shares by which a prior Owner Rewards issuance exceeded the number of Shares the Member would have received using the final transaction facts and final Net Qualifying Spend.
"App" means the app developed by the Company for use by the Members. The term "App" includes the Company's mobile app and any future website app.
"Authorized Class B Shares" means, for any date, the total number of Class B Shares the Company is authorized to issue as of such date.
"Award(s)" refers to the number of Class B Shares a Member may receive pursuant to the formula set forth in the paragraph entitled "Accrew Share Distribution" in the "The Offering and Plan of Distribution; Accrew Member Rewards and Share Issuance Program" section below.
"Board" means the Board of Directors of the Company.
"Bylaws" means the bylaws of the Company, as adopted and amended from time to time.
"Class B Shareholder" means any holder of Class B Shares.
"Compliance Freeze" means a restriction imposed by the Company on the Member's usage of the App, Owner Rewards, or securities-related functionality in the App, including Class B Share issuances and Class B Share redemption requests, as permitted under applicable law. A Compliance Freeze imposed by Accrew does not, by itself, freeze, debit, set off, place a lien on, or otherwise restrict funds held in a Member's deposit account at Mbanq or an Mbanq Partner Bank. Any banking account restriction is controlled by Mbanq and/or the applicable Mbanq Partner Bank under their approved banking, fraud, sanctions, legal processes, consumer protection, and BSA/AML policies and procedures.
"Contributed Profits" means, for any Member and any calendar month, the sum of Spend Contributed Profits and Invite Contributed Profits for such Member and month.
"Discretionary Excess Shares" means, for each month, either the Minimum Excess Shares or such greater number (not to exceed the Maximum Excess Shares) as is chosen by the Management Team for that month.
"Discretionary Progressive Shares" means, for each month, either the Minimum Progressive Shares or such greater number (not to exceed the Maximum Progressive Shares) as is chosen by the Management Team for that month.
"Founders" refers to both Mark Willoughby and Andrew (AJ) Montgomery.
"Insider(s)" means the members of the Management Team, employees of the Company, and future investors (Series Seed, A, B, C, etc.).
"Invite Contributed Profits" means, for any Member and any calendar month, (a) the percentage resulting from dividing (i) the product of 40% and the lesser of (A) the number of Successful Invites attributable to such Member and (B) the Maximum Successful Invites applicable to such month by (ii) the Total Active Members for that month, if such Member has +1UP status or +2UP status for that month, and (b) zero otherwise.
"Management Team" consists of the individuals currently serving as the Company's Chief Executive Officer, Chief Operating Officer, and Chief Technology Officer.
"Maximum Excess Shares" means 500,000, subject to adjustment for stock splits.
"Maximum Monthly Transferable Shares" means 500,000, subject to adjustment for stock splits.
"Maximum Progressive Shares" means 4,000,000, subject to adjustment for stock splits.
"Maximum Successful Invites" means 50,000 Successful Invites per Member, subject to adjustment by a duly disclosed amendment to the Program.
"Mbanq" means Mbanq, Inc., its successors and assigns.
"Mbanq Partner Bank" or "Partner Bank" means an FDIC-insured bank made available to the Accrew program through Mbanq and identified to the Member in the App and applicable deposit-account disclosures. Mbanq is a technology and program-management provider and is not the depository institution.
"Member" or "Member-User" means a user of the App.
"Member Monthly Spend" means, for any Member and any calendar month, such Member's aggregate Spend in such month.
"Member Spend Share" means, for any given Member and any given month, (a) 60% if such Member has +2UP status for that month, (b) 40% if such Member has +1UP status but not +2UP status for that month, and (c) zero if such Member has neither +1UP status nor +2UP status for that month.
"Minimum Excess Shares" means 300,000, subject to adjustment for stock splits.
"Minimum Progressive Shares" means 500,000, subject to adjustment for stock splits.
"Net Interchange" means, for any period, the interchange-related revenue actually recognized or remitted to Accrew from transactions completed with Accrew Cards after the contractual revenue shares, fees, and deductions of Mbanq and the applicable Mbanq Partner Bank(s), applicable card-network and processor charges, and refunds, reversals, chargebacks, and other transaction adjustments. Net Interchange is Accrew's residual interchange revenue after those upstream allocations and is not defined by, or guaranteed to equal, any fixed percentage of Member Spend.
"Net Interchange Percentage" means, for any month, a percentage selected by the Management Team between 20% and 50% to be applied to Net Interchange for purposes of the Profit calculation. If the Management Team does not select a percentage for a month, the Net Interchange Percentage will be 20%.
"Net Lifetime Qualifying Spend" means a Member's cumulative eligible posted and settled Accrew Card purchase transactions during the Member's lifetime participation in the Program, reduced by applicable refunds, reversals, successful disputes, chargebacks, confirmed unauthorized or fraudulent transactions, duplicate or billing-error corrections, and other final ineligible transaction adjustments.
"Over-Awarded Owner Rewards Benefit" means the Owner Rewards economic benefit received by a Member in excess of the amount the Member was ultimately entitled to receive under the Program.
"Owner Rewards Adjustment" means the recalculation of a Member's prior Owner Rewards when transaction or eligibility facts used in the original calculation later become finally ineligible or are corrected.
"Owner Rewards Reimbursement Amount" means, where over-awarded Shares were previously redeemed and can no longer be corrected in Shares, the actual cash proceeds previously received that are attributable to those over-awarded Shares, subject to the governing terms and applicable law. It is not a fee or penalty.
"Owner Rewards Reimbursement Balance" means a separate Accrew contractual/bookkeeping receivable reflecting an unpaid Owner Rewards Reimbursement Amount. It is not a deposit-account balance, overdraft, banking fee, or lien on insured deposits.
"Pending Owner Rewards Adjustment" means a potential Owner Rewards correction recorded while the underlying dispute, investigation, or transaction adjustment remains unresolved; a pending dispute does not by itself create a permanent Owner Rewards reduction.
"Profit" or "Profits" means, for each applicable period, the greater of (i) 90% of the Company's net income for such period, determined in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"), and (ii) the product of the Net Interchange Percentage and Net Interchange for such period, in each case subject to applicable law, contractual restrictions, and amounts legally available to the Company.
"Profit-Sharing Pool" means a separate deposit account titled in the name of Accrew, Inc. at an FDIC-insured Mbanq Partner Bank into which the Company intends to transfer Profits designated for the Program. Unless and until a different trust or custodial structure is formally established and disclosed, amounts in the Profit-Sharing Pool remain corporate assets of Accrew, are not held in trust for Members, and are not bankruptcy-remote from Accrew. The Partner Bank serves as the depository institution for the account. If a Share redemption is approved and lawful, the Company intends to fund the payment through an internal book transfer from the Profit-Sharing Pool to the redeeming Member's deposit account at the same Partner Bank, when available; such transfers are expected to post promptly but remain subject to Partner Bank processing, availability, compliance review, and applicable law.
"Program" shall mean this Accrew Member Rewards and Share Issuance Program described in the Sections entitled "The Offering and Plan of Distribution; Accrew Member Rewards and Share Issuance Program" and "Securities Being Offered" below.
"Redeemed Class B Share Count" means, for any month, the number of Class B Shares redeemed from the Company in such month.
"Securities Act" means the Securities Act of 1933, as amended.
"Share" or "Shares" shall refer to the Company's common stock, regardless of class.
"Shareholder" means a Member that has acquired Class B Shares through the Program or any other holder of Shares.
"Spend" means, for any Member and calendar month, such Member's eligible posted and settled Accrew Card purchase transactions for that month, net of amounts that are finally refunded, reversed, voided, successfully disputed, charged back, confirmed unauthorized or fraudulent, corrected as duplicates or billing errors, or otherwise determined ineligible under the Program, and excluding ATM withdrawals and deposits. If a final transaction adjustment occurs after a prior month's Owner Rewards were calculated, the affected Member's prior Owner Rewards may be recalculated as described in the program.
"Spend Contributed Profits" means, for any Member and any calendar month, the percentage resulting from dividing (i) the product of such Member's Member Monthly Spend for such month and such Member's Member Spend Share as of the end of such month, by (ii) the Total Members' Monthly Spend for such month.
"Successful Invite" means a new user of the App who receives an invite link, signs up to become an Accrew Member, and reaches at least $400 of Net Lifetime Qualifying Spend on its Accrew Cards. Net Lifetime Qualifying Spend is reduced by applicable refunds, reversals, successful disputes, chargebacks, and other final ineligible transaction adjustments. A Successful Invite that later falls below the $400 threshold may cease to qualify until the threshold is again satisfied. A Successful Invite is attributed to the Member who generated the applicable invite link through which the Successful Invitee became a Member. The maximum number of Successful Invites credited to any one Member is capped at 50,000.
"Target Class B Shares" means, as of any date, the excess, if any, of the Target Total Outstanding Shares over the Total Current Outstanding Class A Shares. Based on 7,830,000 Class A Shares currently outstanding and a Target Total Outstanding Shares amount of 38,000,000, the current Target Class B Shares would be approximately 30,170,000, subject to changes in the number of Class A Shares outstanding and adjustments for stock splits
"Target Total Outstanding Shares" means 38,000,000 total outstanding Shares across Class A and Class B, as an operational Program target rather than a guarantee, subject to adjustments for stock splits and changes in the Company's capital structure.
"Terms" means the Terms and Conditions for the App, as published and updated from time to time.
"Total Active Members" means, for any period, the number of people who qualified as Active Members at any time during that period.
"Total Current Outstanding Class A Shares" means, for any date, the number of Class A Shares outstanding as of that date.
"Total Current Outstanding Class B Shares" means, for any date, the number of Class B Shares that are outstanding as of that date.
"Total Current Outstanding Shares" means, for any date, the number of Shares that are outstanding as of that date.
"Total Members' Monthly Spend" means, for any calendar month, the total Spend across all Members in such month.
"Total Monthly Class B Shares Distributed" means, for any month, the lesser of (a) the excess of the Authorized Class B Shares over the Total Current Outstanding Class B Shares as of the end of that month and (b) the greater of (i) the Discretionary Excess Shares for that month and (ii) the lesser of (A) the sum of the Discretionary Progressive Shares and the Redeemed Class B Share Count for such month and (B) the excess of the Target Class B Shares over the Total Current Outstanding Class B Shares as of the end of that month.

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RISK FACTORS
You should carefully consider the risks described below, together with all of the other information contained in this Offering Circular, before making a decision to receive Class B Shares. The occurrence of any of the risks described below could have material adverse effects on the value of the Class B Shares, the performance of the App, and the Company's business, financial condition, results of operations, and prospects. For these reasons, you should carefully read this Offering Circular and should consult with your own attorney and financial and tax advisors prior to making any decision to participate in the offering. The order of the risks is not necessarily indicative of the likelihood or significance. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also have similar material adverse effects.
Risks Related to the Business
	The Company has a limited operating history with no revenue to date. We have incurred losses and expect continuing losses in the near term. Accrew was incorporated in September 2021 and is still in the development stage. We have not yet launched our banking platform to the general public, and we generated no revenue in 2023, 2024, or 2025. We recorded losses in 2023, 2024, and 2025. These losses resulted from operating and marketing expenses incurred to develop our product and business with no offsetting income. We expect to continue incurring net losses in 2026 and likely for a year or two as we roll out our App, invest in growth, and build our Member base. There is no guarantee that we will ever become profitable. Accrew's business model (sharing profits with users and depending on interchange and other fees) is untested at scale, and our expenses could far exceed our revenues for an extended period. If we are unable to generate significant revenue or achieve profitability, the value of our shares could decline and we may not be able to continue as a going concern.
We have committed to significant fixed and minimum payment obligations under our banking-as-a-service agreement that substantially exceed our current cash resources. In 2025, we entered into a banking-as-a-service and strategic platform services agreement that obligates us to pay implementation fees of approximately $500,000 and minimum monthly service fees of approximately $15,000 (approximately $180,000 per year), in addition to usage-based fees, irrespective of whether we generate sufficient Member adoption or revenue to cover those costs. As of December 31, 2025, we had only $56,091 in cash and cash equivalents. If we are unable to satisfy these obligations from the proceeds of this Offering, revenue, or additional financing, the provider could suspend or terminate services, which would materially and adversely affect our ability to launch and operate the App, and could require us to cease operations.
We have not yet commenced live operations of our App, and our business model is unproven. If our concept does not attract and retain users, we will not generate the profits needed to input funds into the Profit-Sharing Pool. Accrew's mission is to create a banking community where users are owners, and banking profits flow back to those users rather than institutional shareholders. This is a novel model that blends aspects of a Fintech rewards program with equity ownership. Because this model has not been implemented before by a traditional bank or Fintech company, its viability is uncertain. We hope that giving users an ownership stake and profit share will drive customer participation and retention, creating a "flywheel" of growth. However, there is a risk that consumers may not find this proposition compelling enough. They might prefer existing banking options (which offer cash-back rewards, interest, etc.) over our equity rewards, especially if our Class B Shares do not have an easily realizable value.  We will need to convince users to switch to or integrate Accrew into their financial lives, which will be challenging in a crowded Fintech market. If our assumptions about user behavior and network effects are wrong, we may fail to achieve a critical mass of Members. Without enough Members regularly using Accrew, our revenue will fall short of projections, and the Profit-Sharing Pool (which determines our share price) will be small or nonexistent. This could result in stagnation or decline the Class B Share price, making our rewards less attractive and creating a negative feedback loop. In summary, if our business model does not perform as envisioned, we may never generate meaningful profits or shareholder returns.
Our success depends on achieving widespread adoption among a young, tech-savvy demographic, and on our ability to continually engage them. If we do not attract enough active members, our revenue and Profit-Sharing Pool will be insufficient to support redemptions. Accrew's target market is primarily Millennials and Gen Z ("Zoomers") who are dissatisfied with traditional banks and attracted to fintech solutions. We are counting on these users to join Accrew for its promise of better rewards (ownership and profit share) and better digital features. However, this demographic is highly sought after by many fintech competitors, and they tend to be fickle with apps - if our user experience is not top-notch, they can easily switch to another service. Our model also assumes that giving out equity will motivate users to spend more on their Accrew card and to refer others (since we award shares for spending and referrals). It's uncertain if these incentives will indeed change user behavior significantly. Users might not fully value the shares if the redemption value is uncertain or delayed.
Furthermore, in our financial projections, we assumed growing from 3,500 users in Year 1 to 1.74 million by Year 5 - this is an aggressive growth curve. Failing to meet these growth targets would mean far less revenue and profit to share, hence a much smaller (or non-existent) Profit-Sharing Pool, which translates to a lower share price for all shareholders. In short, our growth and engagement risk is very high: we need rapid and sustained user adoption to create the financial results that underpin our stock value, and there is no certainty we can achieve that.
Our Founders (who are also our principal executive officers and directors) have significant control over the Company, and their interests may conflict with those of the holders of Class B Shares.  Based on the current Class A capitalization of 7,830,000 shares, Andrew Montgomery owns 5,100,000 Class A Shares, or approximately 65.13% of outstanding Class A Shares, and Mark Willoughby owns 2,400,000 Class A Shares, or approximately 30.65%. Together, Andrew and Mark own approximately 95.79% of the outstanding Class A Shares and therefore control a substantial majority of the Company's voting power. Andy Lai owns 300,000 Class A Shares (approximately 3.83%) and Michelle Phanthongphay owns 30,000 Class A Shares (approximately 0.38%). Because Class B Shares generally do not vote for directors, the holders of Class A Shares will retain effective voting control even as Class B Shares are issued. This concentration of control may create conflicts with minority Shareholders and limits Class B Shareholders' ability to influence corporate decisions. Holders of Class B Shares will not have a meaningful voice in these matters. While our founders have fiduciary duties to act in the best interest of the Company and all stockholders, the absence of independent checks and balances increases risk for minority Shareholders. All Class B Shareholders should understand that they will have limited ability to influence Company policies and decisions. Our charter documents include provisions that limit the liability of our directors and officers, which may make it difficult to pursue legal remedies against them in the event of misconduct. While such provisions are common for corporations and can help us attract and retain qualified managers (by reducing their legal exposure), they do mean that holders of Class B Shares have limited opportunities to seek redress against our leadership for any claimed wrongdoing. Furthermore, the Certificate of Incorporation provides that the Company may indemnify its officers and Directors to the fullest extent allowed under law. Any indemnification costs could deplete corporate assets, which might otherwise be used for the business or be added to the Profit-Sharing Pool.
Our charter documents include provisions that limit the liability of our directors and officers, which may make it difficult to pursue legal remedies against them in the event of misconduct. While such provisions are common for corporations and can help us attract and retain qualified managers (by reducing their legal exposure), they do mean that holders of Class B Shares have limited opportunities to seek redress against our leadership for any claimed wrongdoing. Furthermore, the Certificate of Incorporation provides that the Company may indemnify its officers and Directors to the fullest extent allowed under law. Any indemnification costs could deplete corporate assets, which might otherwise be used for the business or be added to the Profit-Sharing Pool.
We rely on third-party partners (such as Mbanq, Partner Banks, payment processors, and card networks) to deliver our services. Any disruption or termination of these partnerships could severely impact our operations and reputation. Accrew is not a bank. Eligible Member deposit accounts and debit card services are provided by the applicable Mbanq Partner Bank identified in the App and account disclosures. A disruption, security breach, change, regulatory issue, outage, or termination involving Mbanq, Partner Bank, payment processor, card network, or other key third-party partner or vendor could materially impair our services, revenue, Profit-Sharing Pool funding, and reputation. Changes in partner or vendor economics, including interchange revenue sharing and fees, may reduce Net Interchange and amounts available for the Profit-Sharing Pool. Overall, our reliance on third parties introduces significant operational risk outside of our direct control.
Regulatory Risks
We operate in a heavily regulated industry, and our business model raises unique regulatory questions. Non-compliance with banking, securities, or other regulations could result in significant penalties or necessitate structural changes to our business. Accrew's operations straddle several regulatory domains: banking (through our partner bank and our activities in offering banking services), securities (because we are issuing shares to members as a form of reward), money transmission, consumer financial protection, privacy, and more. Each of these areas has complex rules. For example, although we partner with a licensed bank for deposit accounts, regulators could view Accrew as a de facto bank or investment scheme if not properly structured.
Additionally, profit-sharing with Members could be seen as offering a form of dividend or interest equivalent; if not carefully managed, this might draw scrutiny under banking laws (for instance, banks have limits on providing incentives tied to account balances, etc.).
We also will cause Member's funds to be transferred (for example, processing redemptions and payments), which may implicate money transmitter laws if we are seen as handling money outside our partner bank's custody. Privacy and data security laws (GLBA, etc.) will apply to us due to handling financial data. Our innovative model means there is little regulatory precedent; agencies could apply existing laws in unpredictable ways. If we are found to be out of compliance with any law or regulation, we could face enforcement actions, fines, and be required to change or even halt aspects of our program. Even the perception of regulatory risk could impede our ability to raise funds or grow. We will need to spend significant resources on legal and compliance efforts (which are funded from our limited budget), and we may need regulatory approvals or licenses as we expand (for example, if we decide to offer loan products or other services). There is no guarantee that we can satisfy all regulatory requirements in a timely and cost-effective manner. Any regulatory issues could materially harm our business and prospects.
If interchange fees are legislatively reduced or if card networks change fee structures, our main source of revenue could shrink. Furthermore, our net interest margin revenue depends on interest rates set by the Federal Reserve. If the Federal Reserve reduces interest rates, our share of the interest margin could shrink. This could cause a reduction in the amount that the Company may transfer to the Profit-Sharing Pool and thus the value of the Class B Shares.
Risks related to the Accrew Member Rewards and Share Issuance Program
There is no public market for the Class B Shares and Class B Shares may only be sold back to the Company. As noted, Accrew's shares are not listed on any stock exchange or trading market. By design, our Class B Shares can only be exchanged or redeemed through the Company. This means you cannot freely sell your shares to a third party, and there is no auction or market mechanism to provide liquidity or price discovery. Your only route to potentially receive cash for your Class B Shares is to request redemption from Accrew itself.
The Company's redemption program has important limitations and can be suspended at any time. However, the redemption of Shares is not guaranteed - redemption is subject to the discretion of our Board of Directors and other factors, including Delaware law limitations on stock redemptions (we can only redeem if we have legally available surplus). The Board may set specific Profit-Sharing Pool distributions each month and may limit the amount of cash available for redemptions in any period. The Board also has the right to suspend or terminate the redemption program at any time for any reason (for example, if required by law or if we need to conserve cash). Even if the program is active, the price you receive per share upon redemption will be based on the terms set forth in the Member Rewards and Share Issuance Program, detailed in "The Offering and Plan of Distribution; Selling Securityholders," which could be lower than the value of the Class B shares at the time they were issued to you.
There is also a risk that regulatory or liquidity constraints could force us to halt redemptions (for example, during times of financial stress). Participants in this offering should understand that you may not be able to redeem your Class B Shares at all. In summary, Class B Shares are highly illiquid, and you should be prepared to hold for an indefinite period and potentially lose the full value of your Class B Shares if you cannot redeem them.
Accrew placed a limit on the number of Class B Shares users are allowed to receive and own. We have imposed certain caps, such as a 5% ownership cap for any Member to prevent any one user from accumulating too many Class B Shares. These rules might limit the appeal for power users or influencers if they feel constrained. If our membership growth falls short (for example, if we only gain a few thousand users instead of the hundreds of thousands projected in our five-year plan), our revenue will likewise be below expectations and we will continue to incur losses.
Owner Rewards may be recalculated after a refund, reversal, successful dispute, chargeback, fraud determination, or other final transaction adjustment. If a transaction later becomes ineligible, the Company may correct an Over-Awarded Owner Rewards Benefit under the Program. Depending on the governing securities terms and applicable law, potentially affected Shares may be temporarily restricted, future unissued Owner Rewards may be reduced, existing Shares may be adjusted where legally authorized, or an Owner Rewards Reimbursement Amount may arise if over-awarded Shares were previously redeemed. These adjustments may reduce the number or economic value of Shares a Member can retain or redeem. Accrew will not use this process to impose a dispute fee or automatically debit insured deposits, but the adjustment process may reduce future Owner Rewards or lawful redemption proceeds.
The formula-based pricing of our Class B Shares means the value of your Shares is tied in part to the amount in the Profit-Sharing Pool and the number of Total Current Outstanding Shares. The Profit-Sharing Pool is intended be funded with Profits, defined as the greater of (i) 90% of net income determined in accordance with U.S. GAAP and (ii) between 20% and 50% of Net Interchange, where Net Interchange is Accrew's residual interchange revenue after Mbanq's and the applicable Partner Bank's contractual revenue shares and other applicable network, processor, refund, reversal, chargeback, and adjustment deductions. No minimum Net Interchange as a percentage of Spend is guaranteed. The Profit-Sharing Pool is a separate Accrew corporate deposit account and not a trust or bankruptcy-remote account for Members. If Profits are low, negative, legally unavailable, or otherwise restricted, contributions to the Profit-Sharing Pool may be zero or minimal and Members may be unable to obtain a redemption. Thus, Members may never be able to redeem their Class B Shares as contributions to the Profit-Sharing Pool may be zero or minimal.
	The value of the Class B Shares is subject to significant price variations. The value of the Class B Shares is subject to change between the date of distribution and the date of a cash redemption. A single large profitable event (like an asset sale or one-time gain) could dramatically increase the Profit-Sharing Pool and the price of the Class B Shares; conversely, if the Company incurs losses or if the Board reduces contributions to the Proft Sharing Pool to preserve cash, the price of a Class B Share could stagnate or even decrease. Furthermore, redemptions will decrease the amount in the Profit-Sharing Pool. If the value of the Class B Shares decreases between the date of distribution and the date of a cash redemption, the user will incur a loss. On the other hand, if the Company becomes very successful and accumulates a large Profit-Sharing Pool, the share price could rise rapidly, and the user could incur a tax liability if seeking a redemption.
Issuances of Class B Shares will dilute your share in the Profit-Sharing Pool, thus reducing the value of your Class B Shares. Because the Company plans to issue Class B Shares to users as rewards every month as described below, the number of shares outstanding can increase over time. Essentially, the dynamics of the Profit-Sharing Pool and share count will influence your share value in a way that may not correlate to traditional valuation metrics. Users should understand that the price for each Class B Shares is not determined by market demand but by internal financial metrics, and it may not reflect what an independent third-party would pay for such shares. T
The Company may not be able to transfer funds to the Profit-Sharing Pool. If it does not, this will decrease the value of the Class B Shares and may inhibit your ability to redeem your Class B Shares. The Company may not transfer funds to the Profit-Sharing Pool for a variety of reasons, such as a lack of revenue, or management may choose to retain earnings in the Company. While the Company intends to be transparent (it plans to periodically disclose the current Profit-Sharing Pool balance and total shares outstanding via the App), the complexity of this system means holders of Class B Shares must monitor our financial disclosures to understand their Class B Share value. In summary, the formula-based pricing of Class B Shares introduces uncertainty and risk that the Class B Share price may not behave like a typical stock investment.
Future equity fundraising and the conversion of our outstanding may result in dilution and reduce the value of the Class B Shares. We have outstanding SAFEs of which may convert to equity in the Company. The Company may negotiate voluntary agreements under which SAFE holders surrender and cancel their SAFEs in exchange for Class B Shares. This conversion will lead to an increase in Total Current Outstanding Shares without an accompanying increase in the size of the Profit-Sharing Pool. This will lead to a reduction in the value of the Class B Shares and may lead to a decrease in the size of the Profit-Sharing Pool. The number of shares that may be issued under either path cannot presently be determined and either path could materially dilute existing Shareholders and reduce their percentage economic participation in the Profit-Sharing Pool.
Beyond SAFEs, any new stock issuance to employees or to future investors will increase the number of Total Current Outstanding Shares. Additionally, if we raise funds by issuing convertible debt or other instruments, those could later convert into equity at a discount or with warrants and that have a right to redeem such securities for cash in the Profit-Sharing Pool, this could cause another decrease in the value of the Class B Shares. While raising new capital can help the Company grow (and ideally increase the Profit-Sharing Pool long-term), in the short term, it often dilutes existing investors' economic and voting interests. Members should anticipate that we will likely issue a additional shares in the future, which will dilute their ownership percentage and could impact the Class B Share value.
Industry-Related Risks
Our business faces significant competition and established industry barriers. Other financial institutions or Fintech companies could copy or block our model, increasing competition and potentially limiting our growth. The banking and Fintech industry is intensely competitive. We are trying to disrupt the traditional banking model by giving ownership to users, but large banks and Fintechs have many advantages: well-established customer bases, strong brands, regulatory relationships, and significantly more capital. It's possible that if our model shows success, others (including big banks) could implement similar profit-sharing or reward ownership structures. Already, some Fintechs offer stock rewards (for example, certain trading apps give stock for referrals, etc.), and many offer cash-back or points that compete for customers' attention. Traditional banks have begun to improve their tech offerings and could reduce fees or increase rewards if pressured. Moreover, incumbent financial institutions might view Accrew as a competitive threat if we start to gain traction, and they could respond with aggressive marketing or lobbying for regulatory scrutiny on us. We are also competing against Fintech startups in adjacent spaces - digital banks (neobanks) like Chime, CashApp's banking features, PayPal, and various reward/loyalty apps all vie for the same users. Many of these competitors do not give equity, but they offer other perks, and customers might prefer immediate tangible rewards (like cash back) over an uncertain equity stake. There is no guarantee we can achieve a sustainable competitive advantage. If we fail to compete effectively, our growth will suffer and our financial performance (and thus Share price) will likely be negatively impacted.
Economic conditions and external factors in the banking/financial industry can impact our performance. For example, changes in interest rates, payment network rules, or a recession could adversely affect our revenue and the behavior of our members. Accrew's revenue streams are subject to macroeconomic influences. Our revenue sources depend on consumer spending. Decreases in consumer spending on debit cards and economic downturns or recessions will cause a reduction in the interchange fees we earn. Interchange rates are set by card networks and are under regulatory scrutiny. A reduction in interchange rates will also reduce our revenue. Similarly, a decrease in the interest rates set by the Federal Reserve and the bank will cause a reduction in the fees we earn from net interest margin revenue. ATM fee revenue depends on our users' behavior and could be negatively impacted by an increased use of cashless payments or a change in ATM network fee arrangements. Any changes in these revenue streams could reduce the amount of capital we can transfer to the Profit-Sharing Pool and thus decrease the value of the Class B Shares.
Increased regulatory oversight and scrutiny on Fintech-bank partnerships could increase our compliance costs or restrict our ability to operate without a banking license. It is possible that the Company may register as a bank with a state or federal regulator. If the Company must register or it is no longer allowed to partner with a bank, the Company will likely have to shut down for a period of time.
The banking sector is prone to cyberattacks and fraud attempts. As a new platform, we could be targeted. As a fintech application, Accrew will handle sensitive personal and financial data for its members (such as bank account info via Plaid, transaction history, personal identification information for onboarding, etc.). We also utilize cloud services and third-party integrations. If our systems (or those of a critical partner) are breached or compromised, hackers could steal member data, funds, or shares. Such events could result in severe reputational damage - users may lose trust in our ability to safeguard their money and information. We could also face legal liability or regulatory penalties for any data breach, especially under consumer protection and privacy laws. Even technical glitches or errors that lead to account inaccuracies could shake user confidence. As a small company, we have limited resources to dedicate to cybersecurity compared to large banks. While we will implement cybersecurity measures, no system is 100% secure. A major incident could be devastating not just in direct losses and costs incurred for forensic investigators, fines, and notices but in trust. These losses could adversely affect our financial growth and indirectly lead to a decrease in the amount held in the Profit-Sharing Pool. In the worst case, a cybersecurity breach could necessitate the Company to cease operations.
THE ABOVE LIST IS NOT EXHAUSTIVE. POTENTIAL MEMBERS SHOULD READ THE ENTIRETY OF THIS OFFERING CIRCULAR, INCLUDING THE FINANCIAL STATEMENTS AND RELATED NOTES, AND CONSIDER ALL OF THE INFORMATION PROVIDED (ESPECIALLY THE RISK FACTORS SET FORTH ABOVE) BEFORE DECIDING WHETHER TO USE THE APP AND OBTAINING CLASS B SHARES. IF YOU HAVE ANY QUESTIONS, YOU SHOULD CONSULT WITH YOUR FINANCIAL ADVISOR OR LEGAL COUNSEL.
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STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
There are a number of statements in this Offering Circular which address activities, events, or developments which we expect or anticipate will or may occur in the future. These statements are based on certain assumptions and analyses we made in light of its perception of historical trends, current business and economic conditions, and expected future developments, as well as other factors we believe are reasonable or appropriate. There can be no assurance that the actual results or developments we anticipate will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business or operations. ANY ESTIMATES OF LIKELY CASH FLOW ARE JUST THAT - ESTIMATES. CASH FLOW, IF ACHIEVED, MAY BE ERRATIC.
Potential Members, Members, and Shareholders can identify forward-looking statements by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions that are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties and other factors, some of which are beyond our control and are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. In evaluating these forward-looking statements each investor should carefully consider the risks and uncertainties described in in this Offering Circular.
Factors, many of which are beyond our control, which could have a material adverse effect on our operations and future prospects include, but are not limited to:
-	any of the risk factors identified above;
-	our ability to effectively deploy the proceeds raised in this Offering;
-	our ability to attract App users;
-	changes in economic conditions across the United States;
-	the ability of our managers and officers to manage our operations;
-	legislative or regulatory changes impacting our business or our assets (including SEC guidance related to Regulation A or the JOBS Act);
-	our compliance with applicable local, state, and federal laws, including banking laws and regulations.
Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this Offering Circular. All forward-looking statements are made as of the date of this Offering Circular and the risk that actual results will differ materially from the expectations expressed in this Offering Circular will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this Offering Circular, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Offering Circular, including, without limitation, the risks described under "Risk Factors," the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Offering Circular will be achieved.
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DILUTION
The Company previously raised capital through Simple Agreements for Future Equity ("SAFEs") in Regulation Crowdfunding and other exempt financing transactions. The SAFEs may convert to common stock in the future.
If the Company completes a qualifying Preferred Stock Equity Financing while a SAFE remains outstanding, the SAFEs will automatically convert pursuant to its contractual terms, generally into Safe Preferred Stock. The precise number and class or series of shares issuable cannot presently be determined because the calculation depends on the terms of the future financing, the Company's capitalization immediately before that financing, the applicable valuation cap, discount provisions, and other terms of each SAFE. Separately, the Company may negotiate voluntary SAFE-for-Class-B exchange agreements under which participating holders surrender and cancel their SAFEs for an agreed number of Class B Shares. No such exchange is required by the existing SAFEs, and no aggregate Class B exchange amount should be assumed unless definitive agreements are executed. Either a contractual SAFE conversion or negotiated exchange would increase outstanding equity securities and dilute other Shareholders.
If the Company determines to pursue a Preferred Stock financing and sufficient Preferred Stock is not then authorized under the Certificate of Incorporation, the Company would be required to take the corporate actions necessary to authorize the applicable Preferred Stock before consummating that financing. A negotiated SAFE-for-Class-B exchange would permit a participating SAFE holder to own Class B Shares only after the SAFE is surrendered and cancelled under a definitive agreement; no such exchange guarantees a future Share redemption.
In total, the Company raised $287,705 from 2022 to 2025 via SAFEs, of which $80,475 was invested in 2025 by Andrew Montgomery, the Company's Chairman and Chief Executive Officer. As described above, these SAFEs may convert into Class B Shares. This conversion will dilute each Class B Shareholder's pro rata share of the Profit-Sharing Pool, and because Mr. Montgomery is expected to receive Shares upon conversion of his SAFE, his economic interest in the Profit-Sharing Pool will increase relative to non-insider Class B Shareholders.
Class A Shares are not offered in this Offering Circular; however, the Class A Shareholders will also participate in the Profit-Sharing Pool and will be able to redeem their Class A Shares for cash after the termination of the applicable lock-up period. This will dilute each Class B Shareholder's pro rata share of the Profit-Sharing Pool.
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THE OFFERING AND PLAN OF DISTRIBUTION;
SELLING SECURITY HOLDERS

THE OFFERING
General Terms of the Offering
Accrew, Inc. is qualifying up to 40,000,000 Class B Shares for potential issuance in a Tier 2 Regulation A offering conducted through the Program. Members will not pay a cash purchase price for Program issuances. Accordingly, there is no minimum cash offering amount, no Member subscription proceeds, and no escrow arrangement for Member purchase funds. The Company will value each Class B Share issuance under the formula described in this Offering Circular for purposes of monitoring the Regulation A aggregate offering limitation. The Company's operational target is approximately 38,000,000 total Shares outstanding across Class A and Class B Shares, although the number may vary because of repurchases, future equity issuances, SAFE conversions, or exchanges, and other corporate actions.
Offering Period
We anticipate the offering of Class B Shares to begin within 2 calendar days after the qualification of the Offering Statement in which this Offering Circular is included has been qualified by the SEC. The sum of the maximum "aggregate offering price" and "aggregate gross sales", as those terms are defined in Rule 251(a) of the Securities Act of 1933, may not exceed $75,000,000 in any twelve-month period (including the price of the funds raised during the Regulation CF Offering), with such period starting on the date the SEC qualifies this and renewing on the anniversary thereof (each such period shall be referred to as a "12-Month Period").
The offering will terminate on the earlier of (i) the date when the sum of the maximum "aggregate offering price" and "aggregate gross sales" equals $75,000,000 in either 12-Month Period, (ii) two years from the initial qualification date (subject to extension or renewal as permitted under Regulation A, 17 CFR Section 230.251 et seq.), or (iii) an earlier date determined by the Company in its discretion.
We reserve the right to extend the Offering past the initial expiration date to the extent permissible (Regulation A allows a 12-month period for sales up to $75 million, which can be extended with a new offering statement or updated filings). We also reserve the right to terminate the offering at any time or to reject any subscription in whole or in part. If we materially change the terms of the Offering, we will file a post-qualification amendment or supplement as required.
Who May Invest - Investor Qualifications
This Offering is open to the general public, including both accredited and non-accredited investors. All Members must be at least 18 years old.
Eligibility; No Member Cash Investment Required
Under the Accrew Member Rewards and Share Issuance Program described below, eligible Active Members may be issued Class B Shares without paying a cash purchase price. For purposes of Program eligibility, an Active Member must have Spend of at least $400 in the applicable calendar month and satisfy the other Program requirements to receive Class B Shares. The Company is qualifying those issuances under Regulation A and will assign a value to each issuance for purposes of the applicable aggregate offering and investor limit calculations. As a result, Members generally will not be making an "investment" of their own funds for purposes of this Offering.
Listing or Quotation
As stated, we do not plan to list the Class B Shares on any securities exchange or alternative trading system. The Company may consider creating an internal bulletin board or marketplace in the future if legally permissible to facilitate share exchanges among members/investors, but any such plan is speculative at this stage and would likely still require Company involvement due to transfer restrictions. For now, the only path to liquidity for Class B Shares is redemption as outlined below.
THE PLAN OF DISTRIBUTION - ACCREW MEMBER REWARDS AND SHARE ISSUANCE PROGRAM
Share Issuance and Redemption Program
	Authorization to Issue Stock
Board or the Management Team (upon delegation by the Board) may cause the Company to issue Class B Shares to Members from the Company's authorized common stock pursuant to the terms described in this Program. Neither the Board nor the Management Team may cause the Company to issue Class B Shares to Members when such issuance violates any applicable laws or regulations or in the event that all of the authorized Class B Shares are outstanding.
CLASS B SHARE ISSUANCES ARE NOT GUARANTEED. THERE MAY BE OCCASIONS WHEN THE BOARD CANNOT ISSUE CLASS B SHARES OR AWARDS IN A GIVEN MONTH. ALL ISSUANCES OF CLASS B SHARES ARE SUBJECT TO THE RESTRICTIONS SET FORTH IN THIS OFFERING CIRCULAR.
Accrew Share Distribution
Pursuant to the restrictions set forth in this Offering Circular, the Management Team, upon delegation of such authority from the Board, may, at the conclusion of each calendar month, issue to each eligible Active Member a number of Class B Shares equal to the product of the Total Monthly Class B Shares Distributed for that month and such Member's Contributed Profits for that month. A Member must have Spend exceeding $400 for the applicable month to receive a Program issuance. Any issuance is subject to final transaction eligibility and the Owner Rewards Adjustment provisions below. If Class B Shares are issued for a calendar month, the Company intends to record the issuance no later than five business days after month-end, subject to the completion of required compliance and transfer agent procedures. .
Redemption of Accrew Shares
Shareholders may submit a request for the Company to redeem eligible Shares for cash from the Profit-Sharing Pool, subject to the Program, any applicable Owner Rewards Adjustment or restriction, Insider lock-ups, Board or authorized Management Team approval, applicable law, and the availability of legally available funds. No Shareholder has an unconditional right to redemption. The Board or the authorized Management Team will determine whether to approve a request and may not approve any redemption that would violate the Delaware General Corporation Law, as amended,  the Certificate of Incorporation, or other applicable law.
If the Board authorizes programmatic review of redemption requests, the Management Team may establish advance rules for approving or rejecting requests within the scope of the Board's delegation, but no automated rule may authorize a redemption the Company could not lawfully approve. If a redemption is approved, the cash amount will be calculated under the Program formula. The Company intends to make approved payments by internal book transfer from the separate Accrew, Inc. Profit-Sharing Pool deposit account at the applicable Mbanq Partner Bank to the redeeming Member's deposit account at the same Partner Bank, where operationally available. Such transfers are expected to post promptly, but timing is not guaranteed and remains subject to Mbanq and Partner Bank processing, funds availability, compliance review of redemption requests, system availability, and applicable law.
THIS PROGRAM DOES NOT BESTOW UPON ANY SHAREHOLDER THE RIGHT TO RECEIVE A CASH PAYMENT. NOTHING IN THIS PROGRAM BESTOWS THE RIGHT UPON SHAREHOLDERS TO REDEEM SHARES FOR CASH.
Redemption Windows and Available Capacity
Redemption requests must be submitted through the App. Requests may submitted when the redemption function is available, but submission does not guarantee approval or payment. Redemptions may be unavailable or delayed because of legal limitations, an Owner Rewards Adjustment or permitted Share restriction, insufficient or unavailable Profit-Sharing Pool funds, compliance requirements, system maintenance, Partner Bank processing, or suspension or termination of the redemption program. If a request is approved and lawful, the Company instruct the applicable internal book transfer as soon as reasonably practicable.
Suspension/Termination
The Management Team may suspend, limit, or terminate redemptions at any time to comply with governing laws.
Transparency
The Company will periodically disclose via the App Total Current Outstanding Class B Shares, current Profit-Sharing Pool status, the identity and Share holdings of Insiders, and any changes to the Program.
Transfer Restrictions
All Insiders are prohibited from transferring more than the Maximum Monthly Transferable Shares in any calendar month.
Ownership Caps; Forced Redemption Procedure
	5% Class B Ownership Cap
No Class B Shareholder may beneficially own more than 5% of the Total Current Outstanding Class B Shares at any time. "Beneficial ownership" includes indirect holdings, coordinated accounts, and derivative equivalents as reasonably determined by the Company.
	Automatic Exchange/Repurchase
If a Class B Shareholder exceeds the 5% ownership cap, the excess Class B Shares will be designated for potential Company repurchase or other lawful corrective action in accordance with the procedures described in this Offering Circular. Any repurchase remains subject to Board approval or valid delegated authority, applicable contractual terms, the Delaware General Corporation Law (including Section 160), legally available funds, and any other applicable securities law requirements. If a repurchase cannot lawfully be completed, the Company will not represent that the excess Shares have been redeemed merely by operation of the Program.
Excess Shares; Voting Suspension
Excess Class B Shares may be restricted from Program advisory voting to the extent authorized by the governing securities terms and applicable law and may be queued for a lawful repurchase if and when the Company is permitted to complete it. The Company will not treat a repurchase as completed until the legally required corporate action, payment, and transfer agent entries have occurred.
Owner Rewards Adjustments; Reimbursement; Compliance Freezes
Owner Rewards Adjustments and Reimbursements
If a transaction that contributed to an Owner Rewards issuance is later finally refunded, reversed, successfully disputed, charged back, confirmed unauthorized or fraudulent, or otherwise becomes ineligible, the Company may recalculate the affected Member's original Owner Rewards using the final transaction facts, including any resulting tier or Successful Invite change. This is an Owner Rewards Adjustment intended solely to correct an Over-Awarded Owner Rewards Benefit; it is not a dispute fee, refund fee, fraud fee, banking fee, or penalty. While a dispute or investigation is pending, no permanent adjustment will be made solely because the Member exercised a dispute right. If the governing securities documents and applicable law authorize it, the Company may temporarily restrict from voluntary redemption only the number of Shares reasonably related to the potential adjustment.
Compliance Freezes
The Company may restrict Owner Rewards or securities-related App functionality on reasonable documented grounds, including suspected rewards abuse, fraud, sanctions, court orders, or violations of applicable Program terms. Accrew will not use an Owner Rewards Adjustment or Compliance Freeze to automatically debit, freeze, lien, set off, reduce, make negative, or otherwise restrict funds in a Member's deposit account at an Mbanq Partner Bank. Any bank account restriction or debit is controlled by the applicable Partner Bank and Mbanq under their approved procedures and applicable law, including Regulation E where applicable. Provisional credits issued through a Regulation E error-resolution process are not available to Accrew to satisfy an Owner Rewards Adjustment.
Owner Rewards Adjustment Waterfall
Once an Owner Rewards Adjustment becomes final, the Company will first apply Adjustment Shares against future Owner Rewards that have been calculated but have not yet been issued. If an adjustment remains, already-issued Shares may be restricted, cancelled, forfeited, or otherwise adjusted only if the governing securities documents, corporate approvals, Transfer Agent procedures, and applicable securities and Delaware corporate law expressly permit that action.
If the affected over-awarded Shares were previously redeemed for cash and cannot otherwise be corrected in Shares, the Company may establish an Owner Rewards Reimbursement Amount equal to the actual cash proceeds attributable to those over-awarded Shares, not the amount of the underlying card transaction and not a later or current Share value. Any remaining amount will be maintained as a separate Owner Rewards Reimbursement Balance and may be applied against future unissued Owner Rewards or lawful future Share redemption proceeds only to the extent expressly authorized by the governing terms and applicable law.
The standard Owner Rewards Adjustment process will not add dispute fees, return fees, fraud fees, administrative charges, interest, or penalties. Duplicate recovery is prohibited. If a transaction outcome later changes or an adjustment is determined to be erroneous, the Company will reverse the incorrect adjustment and restore the Member's appropriate economic benefit. The Company will not automatically debit a Member's Partner Bank deposit account to collect an Owner Rewards Reimbursement Balance.
Program Amendments
	Changes
The Board shall delegate to the Management Team the power to amend the Program in the Management Team's discretion. The Management Team may provide the Shareholders with 30 days' advance notice of any changes when feasible; otherwise, all changes to the Program will be shared with the Shareholders as soon as reasonable via the App.
Material Program Changes
Any Program change requiring the approval of the SEC shall be reported on Form 1-U and/or via a post-qualification amendment/supplement to the relevant offering circular.
BOOSTED REWARDS PROGRAM
Rewards Tiers
+1UP: For any calendar month, a Member has +1UP status if and only if the Member's Spend for that month exceeds $400.
+2UP: For any calendar month, a Member has +2UP status if and only if the Member's Spend for that month exceeds $800.
Successful Invite Cap
To prevent large concentrations of ownership by one Member, the maximum number of Successful Invites credited to any Member is capped based at 50,000 Successful Invitees per Member.

SELLING SECURITY HOLDERS
This Offering Circular does not qualify or permit any resale of Class B Shares by selling securityholders. There are no selling securityholders in this Offering, and no secondary sales (including by Members, Insiders, and early investors) are authorized. For the time being, Class B Shares may only be redeemed with the Company pursuant to the Program's repurchase mechanics described in this Offering Circular. Any attempted transfer or sale to third parties will be void and not recognized on the books of the Company or its transfer agent.
The Company may, in the future and in its sole discretion, determine to permit limited resales or designate selling securityholders. No such permission currently exists. If the Company later authorizes any secondary sales, it will file a supplement or amendment identifying each selling securityholder, the number of shares to be sold, applicable restrictions (including any lock-ups and volume limits), and the terms of sale (which would be on the same pricing basis as the primary offering unless otherwise disclosed). Until such time, all liquidity for holders is provided solely through Company repurchases.
TRANSFER AGENT
No Underwriter; Direct Offering
The Company presently intends to conduct the Program directly through the App. We are not engaging an underwriter, broker-dealer, placement agent, funding portal, or finder to sell the Class B Shares. This Offering is made directly by the Company through its officers and authorized personnel. No commissions or transaction-based compensation will be paid to our officers, directors, employees, or any third party for the issuance of Class B Shares. Officers and employees may receive their regular salary or bonus in the ordinary course, none of which is contingent on any person becoming a Member. Company officers and employees who participate in distribution activities will do so only to the extent permitted under applicable federal law, including the issuer-associated-person framework of Exchange Act Rule 3a4-1 where available, and applicable state law. The absence of cash purchase consideration, commissions, or a secondary trading market does not by itself eliminate all federal or state broker-dealer, issuer-dealer, or agent-registration requirements.
Before issuing Shares in any state, the Company will determine whether that state requires a Tier 2 notice filing, fee, consent to service, issuer-dealer registration, issuer-agent registration, or another filing or license, and will complete the requirement or confirm an available exemption. The Company may restrict issuance to residents of a state until those requirements are satisfied.
We may later engage a FINRA-member broker-dealer or registered funding portal for administrative, technology, and compliance support (e.g., KYC/AML processing). If we do, we will file an amendment or supplement describing the arrangement and any related fees.
Transfer Agent and Shareholder Records
The Company has engaged Kore US Inc. ("Kore"), an SEC-registered transfer agent, to act solely as transfer agent and registrar and to maintain the official Shareholder register for the Class B Shares in book-entry form. Kore's services may be provided through one or more of its subsidiaries. Through Kore's API and issuer platform, the Company expects to transmit approved issuance, restriction, cancellation, repurchase, and other transfer-agent instructions and reconcile in-App balances to the official register. Kore is not acting as an underwriter, placement agent, or broker-dealer for this offering and will not receive transaction-based compensation for selling Class B Shares. The Company remains responsible for the offering, Program eligibility, required securities-law filings and registrations, and the legal authorization of any Share issuance, restriction, or repurchase.
State Notice Filings; Issuer-Dealer and Agent Registration[1.1]
Tier 2 Regulation A status generally preempts state registration or qualification of the covered securities themselves when the federal requirements are satisfied, but it does not eliminate all state filing, fee, issuer-dealer, or agent-registration requirements. Requirements vary by state. The Company will not assume that only New York, Texas, and Arizona require action. Before permitting a Program issuance to a resident of any state, the Company will confirm and complete all applicable state notice filings, fees, consent-to-service forms, issuer-dealer or issuer-agent registrations, or available exemptions and will maintain controls that block issuance in a state until the applicable requirements are satisfied.
Permitted Communications; No Selling Efforts by Members
Members may share their invite links and describe the Accrew App using Company-approved language and materials. However:
-	Members, influencers, ambassadors, or other third parties are not authorized to solicit or accept subscriptions or orders to buy securities, make offers of securities, or provide investment advice on the Company's behalf;
-	No person (other than the Company's authorized personnel) may discuss, quote, or set any price per Class B Share, discuss the Program, or make performance, valuation, or return claims with any prospective Member; and,
-	If any member or influencer receives consideration for promotional activity, they must use Company-approved disclosures and comply with applicable endorsement/advertising rules; no compensation will be tied to the sale of securities.
ARBITRATION OF DISPUTES
This Program and the Company's Bylaws shall be governed by and construed in accordance with the laws of the state of Delaware, without regards to its conflicts of laws principles. To the fullest extent permitted by the Act, any impasse, controversy or dispute (collectively, "Dispute") by or between Shareholders, the Shareholders and  Directors or officers, the Shareholders and the Company, or persons claiming to be so empowered or so acting, of whatever nature or description or in any fashion involving or affecting the management, operations, decision making, finances, financial structure, stock or ownership of the Company shall be subject to binding arbitration. Failing amicable and satisfactory resolution of a Dispute within a reasonable time, and in no event in excess of sixty (60) days from the date of written notice by any shareholder or Director of his or her intention to submit a Dispute to arbitration, any party may refer the Dispute to arbitration by one or more arbitrators appointed by mutual agreement of the parties affected by or involved in the Dispute, in Chicago, Illinois, or in another location mutually agreed upon by the parties.  Arbitration shall be conducted pursuant to the rules of the American Arbitration Association then prevailing, or by procedural rules suggested by the appointed arbitrator or arbitrators for the conduct of such arbitration.  The arbitration award shall be final and binding upon the Company and all Shareholders, Directors and officers of the Company, and judgment may be entered thereon in any court of competent jurisdiction.  Arbitration fees and "administrative" costs associated with the arbitration shall be divided and paid equally by the parties, but each party shall be solely responsible for attorney fees and expenses incurred by that party in the conduct of the arbitration.
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SUBSCRIPTION PROCEDURES
Participation in this Offering will occur through the Accrew App. Prospective Members must complete Accrew's standard KYC/identity verification and, if verified, the Company may issue and record Class B Shares directly to the Member as described above.
SUBSCRIPTION PROCEDURES AND REQUIRED OPT-IN
Before any Member is first issued Class B Shares, each Member must (i) affirmatively opt-in within the App to receive Accrew Class B shares, (ii) acknowledge receipt of the most recent qualified Offering Circular (via link in-App) and agree to the Terms, and (iii) provide any certifications we require (including Regulation A investment limit certifications for any cash purchases, if permitted). The App records time-stamped acceptances (user ID, device, IP) and stores them with the transfer-agent record. Class B Share issuances become effective only after the opt-in is completed and the issuance is recorded on the Company's books or by the transfer agent.
ELECTRONIC DELIVERY
By becoming a Member, Members consent to electronic delivery of Offering Circular updates and ongoing reports (Forms 1-K, 1-SA, 1-U). We will provide in-App notices when new filings are available and maintain access to current and historical filings within the App.
KYC PROCESS
-	All potential Members must pass Accrew's know-your-customer ("KYC") checks. Using Socure Inc., or a similar identity verification service, to verify the potential Member's identity. Mbanq, Inc., the Company's current banking-as-a-service provider, will also require potential Member's to complete a KYC module that potential Member's must complete. If the potential Member passes the KYC process, he/she/it will become a Member; if he/she/it fails the KYC process, he/she/it is prohibited from becoming a Member. All potential Member's will be required to, at the very least, provide the following information: First Name,
-	Last Name,
-	Birth Date,
-	Phone Number,
-	Email,
-	Address, and
-	Social Security Number.
TERMS OF SERVICE
	All potential Members must also agree to the Terms of Service before becoming a Member.

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USE OF PROCEEDS
The Company will not receive any cash proceeds from the sale of Class B Shares made pursuant to this Offering Circular.
Instead, the Company may issue Class B Shares to Members as described above. The only way the Company will earn money is through Member's use of the App. The Company will likely transfer some of these profits to the Profit-Sharing Pool as described above.
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DESCRIPTION OF BUSINESS
GENERAL OVERVIEW
Accrew is a Fintech company developing a banking application. Accrew's objective is to align the financial interests of eligible Members with the economic performance of Accrew by allowing them to receive Class B Shares under the Program. As Members use their Accrew accounts (for spending, referrals, etc.), Members may earn Class B Shares.
Accrew is not a bank, but is an app that provides banking services. Banking services are provided by Mbanq and Partner Banks. Members who receive Class B Shares become equity holders of Accrew, Inc. only to the extent of the Shares actually issued to them. Members do not own or have any economic interest in Mbanq or the Partner Bank.
Accrew also plans to transfer its banking profits to the Profit-Sharing Pool. Holders of Class B Shares can then redeem their Shares for cash from the Profit-Sharing Pool. Therefore, Members share in the upside of Accrew's profits, similar to a modern twist on a credit union or cooperative, but in a for-profit startup model delivered via the App.
Accrew, Inc. is the sole corporate entity at this time. We do not have any subsidiaries. In the future, for regulatory or operational reasons, we might form subsidiaries. For example, if we pursue lending, we might create a separate entity to engage in lending. Currently, all operations are under Accrew, Inc.
As of the date of this Offering Circular, the Company has 3 full-time and 3 part-time employees. We also employ several independent contractors to assist in designing our App, including aspects of the Member experience. We expect to hire additional full-time employees, such as support agents and engineers, as our Company grows. However, the current number of total employees is under 10 people.
Please note that Accrew, Inc. is not a bank. Banking services available through the App are provided through Mbanq and one or more FDIC-insured Partner Banks identified in the App and applicable account disclosures. Eligible Member deposits are held at the applicable Partner Bank, not by Accrew. FDIC insurance applies to eligible deposits held at the applicable Partner Bank subject to applicable terms and requirements. Accrew's Shares are securities and are not FDIC insured.
HISTORY AND DEVELOPMENT
The Company was incorporated in Delaware on September 24, 2021. Since inception, we have been primarily engaged in research and development - designing the product, writing software, conducting market research, and structuring the legal framework for the Member-ownership model. In 2023 and 2024, we raised funds through a SAFE offering that was exempt from registration with the SEC through Regulation Crowdfunding. The Regulation Crowdfunding offering brought in approximately $89.5k (through 12/31/2023) and an additional $114k in 2024.
We used these funds, as well as capital acquired through sales of Shares to founders to build our minimum viable product ("MVP") - the Accrew App - and to form partnerships with financial service providers. We have spent modestly on operations: our audited financials for 2023 and 2024 show that we kept expenses low (operating expenses of approximately $32,000 in 2023 and approximately $21,000 in 2024) focusing on essentials like software development, platform fees, and professional services. In late 2024, we completed development of our beta app and began limited internal testing.
CURRENT OPERATIONS
As of the date of this Offering Circular, Accrew is ready to launch the App in the Google Play and Apple app stores. Once this Offering Circular is qualified, the Company's banking partners will turn on their API's to enable the App's banking functionality. The Accrew App core features such as: opening a checking account with our partner bank, receiving a virtual and physical debit card, spend tracking, ability to connect external accounts (via Plaid) so you can see all your finances in one place, and importantly, a Shares dashboard where Members can see the Shares they've earned and request redemptions.
We rely on partnerships with service providers to provide critical infrastructure that allows a us to offer banking services without having to register as a bank. Leveraging banking-as-a-service means we can focus on the user experience and unique features. A description of our relationships with our third-party service providers is below.
Banking-as-a-Service Partner
We have partnered with Mbanq to serve as our technology provider, banking-as-a-service partner, and banking program manager. Mbanq provides technology and program management services and connects Accrew to one or more FDIC-insured Partner Banks. Mbanq is not itself the depository institution for Member deposit accounts.
In 2025, the Company entered into a banking-as-a-service and strategic platform services agreement with a third-party provider to support banking infrastructure, payment processing, compliance support, card issuance, customer onboarding, and related technology services. Under that agreement, the Company is obligated to pay implementation fees of approximately $500,000 and minimum monthly service fees of approximately $15,000, in addition to transaction-based processing charges and other usage-based costs. In connection with this arrangement, the Company paid approximately $50,000 during 2025 as a non-refundable upfront co-pay/set-up fee to access a financial assistance/value package and related hosted services, and the Company may receive additional implementation support and financial assistance from the provider that is recoverable through future economic participation and interchange-related revenues generated by the platform. As of December 31, 2025, the Company had $56,091 in cash and cash equivalents, which management believes will be insufficient, standing alone, to satisfy these commitments absent growth in Member adoption and platform revenue following the launch of the App.
Mbanq and Partner Banks
One or more FDIC-insured Mbanq Partner Banks will provide the deposit accounts,  applicable debit card, payment rail, and settlement services used by the App. The specific Partner Bank serving a Member will be identified in the App and the applicable account disclosures. Accrew may change or add Partner Banks as permitted by its program agreements and applicable law.
Payment Processing
Galileo is our current card payment processor, handling debit card transaction authorization and settlement.
Card Network
We are integrating with Visa as our debit card network. Accrew cards will carry the Visa logo. This allows worldwide acceptance of the card.
Account Aggregation
Through Plaid, Members can link their external bank accounts and financial tools into the App. This gives Members a single dashboard to view balances and transfer funds between Accrew and outside accounts.
ATM Network
We plan to provide surcharge-free ATM access via the MoneyPass network (40,000 ATMs in the US) for in-network usage. If members use out-of-network ATMs, we charge a small fee ($2.50).
REVENUE MODEL
Accrew's initial revenue will come from three primary sources. Those are described in detail below.
Interchange Fees
When a Member uses its Accrew Card, interchange economics arise under the applicable card-network and program arrangements. Gross interchange is subject to card-network and processor assessments and other transaction-level charges, then to the contractual economics of the applicable Mbanq Partner Bank and Mbanq, and to refunds, reversals, chargebacks, and other adjustments. "Net Interchange" for the Program is only the residual interchange-related revenue actually recognized or remitted to Accrew after those upstream deductions and allocations. Accrew does not represent or guarantee that Net Interchange will equal any fixed percentage of Spend. Actual Net Interchange will vary by transaction, network, merchant category, program economics, and other factors. Under the Program, the Management Team intends to designate between 20% and 50% of Net Interchange for the Profit calculation, subject to the greater-of-Net-Income formula described in the Definitions section of this Offering Circular.
Out-of-Network ATM Fees
We intend to provide free ATM withdrawals within the MoneyPass network to our Members (meaning Accrew covers those normal ATM fees to make it free for the Member). However, if a Member uses an ATM outside that network, we charge are Members a fee of $2.50 for each withdrawal in addition to any fees charged by the owner of the ATM. This is a smaller slice of revenue but still notable.
Net Interest Margin ("NIM")
Member deposit accounts at an Mbanq Partner Bank may generate interest or other deposit-related economics under the applicable Partner Bank and Mbanq program requirements. The amount ultimately payable or credited to Accrew will depend on those agreements, prevailing interest rates, Member balances, Partner Bank and Mbanq economics, and other factors. Accrew does not guarantee a particular NIM rate, Member yield, or retained spread unless expressly stated in the applicable deposit disclosures. Deposit-related revenue, if any, is separate from the definition of Net Interchange.
Future Potential Revenues
Once we have a steady group of Members, we may expand to offer Members other financial products, such as personal loans or lines of credit, investment products, insurance products, and subscription services for premium features, etc. All of these new products will create additional revenue streams for the business. However, we do not plan to offer such products in our nascent stage.
Our revenue model aligns with usage: if our Members are active (spending, transacting), we earn more. That incentivizes us to encourage engagement-hence the share rewards for more spending and referrals, creating a feedback loop where more engagement leads to more revenue, which then grows the Profit-Sharing Pool and increases Share value, rewarding those who engage.
MARKET OPPORTUNITY AND COMPETITION
We operate at the intersection of retail credit union banking and Fintech.
Problem We Solve
Traditional banks generate huge profits (big banks average $16 billion in profit from their customers), yet those profits go to shareholders, not to the account holders. Meanwhile, customers endure high fees (nearly $98/year on average in checking fees) and low interest rates (an average of 0.03% on checking accounts). Branch banking has high overhead, which partly drives those fees and costs, and big banks often lag in digital innovation. Young consumers (Millennials and Gen Z) are less loyal to traditional banks and more open to alternatives, especially mobile-first solutions. The rise of neobanks shows people will try new banking apps for a better user experience or lower fees.
Accrew's opportunity is to appeal to consumers who value financial upside and community participation. The differentiating feature is the opportunity for eligible Members to receive a limited equity interest in Accrew, Inc. through Class B Shares, rather than merely traditional points or cash-back rewards. A Member does not acquire ownership of Mbanq or a Partner Bank by holding Class B Shares. Class B voting is limited and is primarily advisory except where class voting is required by law.
Expected Member Base
We expect initial Members will come from tech-savvy individuals looking for better rewards and community involvement in their finances. A potential niche customer base is also content creators or influencers. Our plan is to target influencers and creators, because they can then invite their followers and benefit from referrals and effectively become evangelists. By empowering influencers as co-owners, we hope to spark viral growth. This is a novel approach that our competitors have not taken to marketing services.
Competition
The U.S. retail banking market is enormous. Large banks such as Chase, Bank of America, and Wells Fargo, are indirect competitors in that they provide banking services, but we have a different business model.
Fintech digital banking is a competitive sub-sector with players like Chime, Varo, Current, and Ally. These institutions compete for the same user base by offering no-fee accounts, early direct deposit, savings tools, and flashy apps. However, none of these banks offer equity to their users.
There are also rewards-based card programs, such as the startup Point app which gives cash-back to users or others that give users fractional stock as rewards. There is also Bumped, a Fintech that gave its users a fractional share of stock, albeit not Bumped stock, for each purchase made with participating brands. Thus, competition is multifaceted.
In order to stay ahead of our competition, we need to ensure that our App features keep up with and stay ahead of those of other Fintech banks.
Competitive Advantage
Our competitive advantage is meant to be the alignment of incentives: unlike other banks or Fintech companies, our customers are effectively stakeholders. We believe this will improve retention. It might also reduce marketing costs in the long run as Members are incentivized refer the App to potential new Members. If successful, this dynamic could result in lower customer acquisition costs and higher lifetime value than typical. Our projection model estimates ~$16 in customer acquisition costs with viral growth of $105 revenue per Member per year, which yields favorable unit economics if achieved. Early traction and the actual metrics may differ, however.
Our stance is that Accrew's community ownership angle is unique and can carve out a loyal niche if executed well. Over time, if we gather significant Members, we might expand globally or into adjacent products, effectively becoming a broad financial platform offering a variety of products.
In conclusion, Accrew is in the early stages of trying to disrupt how banking profits are distributed. Our focus in the near term is launching the product, improving the App based on Member feedback, and scaling our Member base while maintaining robust compliance and operational reliability. This Offering will be crucial to fueling that journey. If successful, Accrew could not only generate financial returns but also demonstrate a novel model of shared capitalism in consumer finance.
GROWTH STRATEGY AND ROADMAP
Upon the qualification of this Offering Circular, we hope to hit the following key milestones.
5,000 Members within ~1 year of the Offering Circular's qualification. To achieve this, we will employ marketing campaigns to target specific communities, such as young users. 25,000 Members in the second year. This would likely require broader marketing, including possible regional or college campus campaigns, and potentially collaborative promotions with other Fintech platforms to grow our Member base.
Beyond that, we hope to have hundreds of thousands and eventually millions of Members by our fifth year of operations (we have projected 1.74 million Members by our 5th year of operations). However, this is ambitious and would require significant marketing expenditures.
We also plan to continuously improve the App with new features, such as connecting investments (through Apex Clearing or a similar service provider), integrating AI chatbots, and providing AI-driven insights for Member finances, etc. We see these features as value-adds to keep our App competitive.=
PROPERTY
Intellectual Property
The concept of our Member equity rewards and a profit-sharing model as implemented is an important part of our business strategy, but the general concept and idea cannot be patented. We have applied for trademark protection for the name. Our software is proprietary and the code for the App and algorithms for Share distribution are trade secrets and/or internal intellectual property. We rely on copyright protection for our software and will have agreements to protect our rights. We also rely on confidentiality and invention assignment agreements with our employees and contractors to secure intellectual property rights.
Facilities
We are a digital company. The address at 320 W Ohio St, Suite 3W, Chicago, IL 60654,  is a co-working or office space. We do not own any real estate or large physical assets. Our team may work remotely and gather at an office as needed. As we grow, we might lease office space in Chicago where the team is currently based. But at present, our overhead expenses are minimal.
REGULATORY CONSIDERATIONS
Accrew itself is not a bank, so we avoid banking charter requirements by partnering with a chartered bank. However, as we're effectively an agent of the bank, we must comply with banking regulations indirectly (our partner bank imposes compliance obligations on us - e.g. we must adhere to KYC/AML rules when onboarding potential Members, which we do via verification processes).
We will treat the monthly Share issuances to Members as part of this Offering. If needed, we may use Form 1-U to report those issuances or have an offering circular supplement with updated information. We believe by doing so, the issuance of Shares to Members remains compliant with securities laws and regulations. We have also prohibited the transfer of the Class B Shares to third parties to ensure that we do not inadvertently create a public market for unregistered securities.
We also have to comply with consumer finance laws: e.g., Regulation E and the Electronic Fund Transfer Act applies to the debit cards and accounts we offer through our partner banks (we provide disclosures about fees, users' rights for unauthorized transactions, etc.), Regulation Z and the Truth in Lending Act will apply if we ever lend money, FDIC advertising rules apply, and we must comply with privacy laws.
LEGAL PROCEEDINGS
The Company is not currently involved in any litigation or legal proceedings. To management's knowledge, there are no pending or threatened lawsuits or regulatory actions against Accrew. We also have no concluded legal proceedings in the past that would be material and we have never been involved in any legal proceeding or been threatened with litigation. (The management representation letter confirms no known litigation or claims as of the audit date.) Of course, as a startup, we could become subject to legal claims in the future as business goes on (like intellectual property disputes or customer complaints), but none exist now.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis ("MD&A") covers information about our financial condition and results of operations for the years 2023 and 2024 calendar years and other information relevant to understanding our financial situation and future plans. You should read this section in conjunction with our audited financial statements and the accompanying notes for those periods, which are provided in this Offering Circular. This MD&A may contain forward-looking statements and actual results could differ materially due to the factors discussed in "Risk Factors" and elsewhere in this Offering Circular
OVERVIEW:
Accrew is a development-stage company that, as of the end of 2025, had not yet launched its revenue-generating operations. We have been focused on building our App, forming partnerships, and preparing for our App's launch. Consequently, our financial results for 2024 and 2025 reflect a pre-revenue startup with operating expenses related to development, professional and legal fees incurred in connection with this Offering,  and administrative setup, funded primarily by early investments from our Regulation Crowdfunding offering and contributions from our founders.
OPERATING RESULTS
Revenues
We have recorded no operating revenue to date. In fiscal years 2023, 2024, and 2025, Accrew had no revenue, as the App was not yet live and thus generated no interchange fees, interest income, or other revenue. We anticipate that revenue will commence in 2026, assuming successful launch of the App and onboarding of Members. Initial revenues will likely be modest as user adoption ramps up. For context, our internal projections estimate first-year revenue of ~$0.13 million with a few thousand Members, scaling significantly in later years. However, these are estimates and actual results will depend on actual Member activity.
Expenses
Our expenses consist of operating expenses, which include App development and day to day costs as well as general overhead expenses, marketing expenses, and payment of contractors and other service providers.
Operating Expenses
In 2025, operating expenses were $123,577, compared to $20,915 in 2024. This increase was driven primarily by higher legal and professional fees incurred in connection with the preparation and qualification of this Offering, increased contract labor, and software and platform charges associated with a new banking-as-a-service and strategic platform services arrangement entered into in 2025, together with $270 of employee stock-based compensation expenses. Our operating expenses can be broken down as follows.
		Software and Platform Changes
These are expenses and fees incurred for development tools, cloud services, and any third-party API/platform costs, including the $50,000 non-refundable upfront co-pay/set-up fee paid in 2025 in connection with our new banking-as-a-service and strategic platform services agreement. Excluding that one-time fee, software and platform charges increased modestly year-over-year, reflecting ongoing App development and integration of new services.
Year Ended December 31,
2024	2025
$10,351	$62,051


-
		Contract Labor
Contract labor increased significantly in 2025 as compared to 2024, primarily reflecting approximately $21,807 paid to Andy Lai, our Chief Technology Officer, for contract development services. We expect contract labor and/or payroll expenses to increase in 2026 as we hire engineers.
Year Ended December 31,
2024	2025
$5,558 	$21,832




Memberships and Subscriptions
These are expenses for software subscriptions, coworking space memberships, and SaaS tools, among others. Memberships and subscriptions expense increased modestly in 2025 as compared to 2024, reflecting continued use of these tools and services.
Year Ended December 31,
2024	2025
$2,321 	$3,123


Insurance
These are expenses for various insurance policies, including business liability insurance held by the Company. Insurance expenses in 2025 was consistent with 2024, reflecting our business liability insurance coverage.

Year Ended December 31,
2024	2025
$1,708	$1,689




Legal Fees
Legal and professional fees increased substantially in 2025 to $34,440 (from $0 in 2024), reflecting fees incurred in connection with the preparation, drafting, and qualification of this Offering Statement, as well as general corporate and regulatory advice. We expect to continue incurring significant legal and professional fees as we operate as a reporting company under Regulation A.
Year Ended December 31,
2024	2025
$0 	$34,440




Employee Stock Compensation
In 2025, the Company recognized $270 of non-cash stock-based compensation expense in connection with the equity award granted to our Chief Technology Officer (see "Directors, Executive Officers, and Significant Employees").
Year Ended December 31,
2024	2025
$0	$270


Miscellaneous
These are minor office or general expenses we incurred.
Year Ended December 31,
2024	2025
$977 	$172




Overall, operating expenses increased approximately 491% from 2024 to 2025, reflecting the ramp-up of professional, legal, and platform-related spending in preparation for this Offering and our anticipated App launch, rather than an increase in ongoing recurring operating costs.
Marketing and Advertising
Our marketing and advertising expenses remained minimal in both 2024 and 2025 as we focused our limited resources on App development and preparing for this Offering rather than Member acquisition. We expect marketing expenditures to increase materially after the qualification of this Offering Circular as growth becomes a priority.
Year Ended December 31,
2024	2025
$224	$197




Other Income/Expenses
In 2025, other income was $1,111, consisting entirely of interest income earned on our bank balance. This compares to other income of $13,904 in 2024, which included a one-time, non-recurring $12,000 refund from the termination of a contract with our previous banking partner, Solid (which had returned a previously expensed deposit), and $1,904 of interest income. Because the 2024 refund was non-recurring, other income declined significantly in 2025 despite our bank balance remaining relatively similar, reflecting a lower average cash balance and interest rate during the year.
We have no interest expenses because we have no debt. We also have not incurred any significant depreciation or amortization as we have not capitalized development costs and our management confirmed no software development costs were capitalized, all expensed as incurred. We incurred no tax liability because we incurred net losses, and any deferred tax asset from losses is fully offset by a valuation allowance.
Net Loss
Our net loss for 2025 was $122,663, a substantial increase from the net loss of $7,235 in 2024. The larger loss in 2025 is primarily attributable to increased legal and professional fees, contract labor, and platform-related software charges incurred in preparing for and qualifying this Offering and our anticipated App launch, together with a decline in other income (as the one-time $12,000 Solid refund recognized in 2024 did not recur) and $270 of non-cash stock compensation expense. We anticipate our operating expenses will continue to increase materially as we invest in growth following the qualification of this Offering, which may lead to larger net losses in the near term until revenue increases.
Comparison of 2024 and 2025
In 2024, we operated in a conservation mode, having largely utilized funds raised in our Regulation Crowdfunding offering. We slowed down spending, especially marketing, to extend our runway while preparing this Offering, and we benefited from a one-time $12,000 refund from Solid. We ended 2024 with about $98,000 in cash on hand and a net loss of $7,235.
In 2025, our spending increased substantially as we incurred significant legal, professional, contract labor, and platform-related costs in connection with preparing and qualifying this Offering and entering into a new banking-as-a-service arrangement. We also raised an additional $80,475 through a SAFE investment from our CEO. We ended 2025 with $56,091 in cash on hand and a net loss of $122,663.
Neither year had any revenue, which underscores the importance of launching the App. The Company continues to expect that it will begin to earn revenue from initial Members following the launch of the App upon qualification of this Offering.
Quarterly Trends
We have not provided quarterly results and, as a private company, we were not required to prepare quarterly reports. However, qualitatively, in early 2023, we likely incurred upfront expenses. In the first quarter of 2024, the Regulation Crowdfunding raise continued, and by the third and fourth quarters of 2024, we received the $12,000 refund. We suspect the majority of the 2024 expenses were incurred in the first half of the year, with a sharp drop in spending in the second half of the year.
In 2025, our expenses were concentrated in the second half of the year as we incurred professional, legal, and platform-related fees in connection with this Offering and our new banking-as-a-service arrangement.
Going forward, upon the qualification of this Offering, you can expect our expenses to increase dramatically. We will also start generating revenue as soon as the App is live and Member usage increases.
LIQUIDITY AND CAPITAL RESOURCES
Cash on Hand
As of December 31, 2025, Accrew had $56,091 in cash and cash equivalents. This was virtually our only asset. We had no significant liabilities and total liabilities were $0  on December 31, 2025. Thus, our working capital was approximately $56,091.
At the end of 2024, we had $98,009 in cash and cash equivalents. Our cash decreased by approximately $41,918 during 2025, as cash used in operations ($122,393) exceeded the $80,475 we raised through the issuance of a SAFE to our CEO.
Operating Cash Flow
In 2025, net cash used in operating activities was $122,393, reflecting our net loss of $122,663 for the year, partially offset by $270 of non-cash stock compensation expense.
In 2024, net cash provided by operating activities was $3,140, which was unusual for a pre-revenue startup and was primarily due to the return of a $10,375 security deposit from our previous banking-as-a-service provider, Solid.
Financing Cash Flow
We financed our operations primarily through the issuance of equity and equity-like instruments.
In 2024, financing activities provided $6,000 in cash, from an additional SAFE Raise.
In 2025, financing activities provided $80,475 in cash, from the issuance of a SAFE to Andrew Montgomery, our Chairman and CEO (see "Interest of Management and Others in Certain Transactions"). No other new equity or debt financing was issued in 2025.
All of our financing to date has been equity-based, either contributions in exchange for stock or SAFEs, which are accounted for as future equity obligations. We also did not pay any dividends and do not expect to do so until profitable and so declared by our Board, which is not anticipated in the foreseeable future.
SAFE Notes / Future Equity
As of December 31, 2025, our balance sheet shows "Future Equity Obligations" of $287,705, up from $207,230 as of December 31, 2024, reflecting the additional $80,475 SAFE issued to our CEO in 2025.  This represents the total amount raised from the SAFE Raises.
Qualification of this Regulation A offering does not itself trigger automatic conversion under the SAFE instruments reviewed by the Company, and issuance of Class B Shares under the Member Rewards Program is not, standing alone, the contractual Equity Financing trigger. Instead, the automatic equity-conversion provision generally applies if the Company consummates a qualifying Equity Financing involving the issuance and sale of Preferred Stock at a fixed valuation; if that occurs while a SAFE remains outstanding, the SAFE will convert pursuant to its terms, generally into Safe Preferred Stock. The Company is separately considering voluntary agreements under which individual SAFE holders may surrender and cancel their SAFEs in exchange for an agreed number of Class B Shares. The exact aggregate amount and terms of SAFEs outstanding as of the amendment date, including post-2024 issuances and related-party SAFEs, must be reconciled to the Company's current SAFE schedule before filing. SAFEs also contain contingent rights in specified liquidity and dissolution events and should be evaluated as part of the Company's capital structure and liquidity analysis.
Any conversion will dilute the Class B Shares. Importantly, until conversion, this amount is recorded in the equity section but behaves like a liability in the sense that if an exit happened before conversion, SAFE holders would be entitled to cash or equity as described in Note 6 to the financial statements. For liquidity purposes, the amounts raised in the SAFE Raises have already been used to fund operations (the cash from them is mostly spent).
Capital Structure and Runway
By the end of 2025, we had approximately $56,091 in cash, a decrease from approximately $98,000 at the end of 2024, as our monthly burn rate increased substantially due to legal, professional, contract labor, and platform-related costs incurred in preparing for this Offering and our anticipated App launch, including significant fixed and minimum payment obligations under our new banking-as-a-service and strategic platform services agreement (approximately $500,000 in implementation fees and approximately $15,000 per month in minimum service fees). However, $56,091 is not sufficient to satisfy these obligations or to launch and operate the App for any meaningful period of time. Indeed, without this offering, additional financing, or a material increase in Member adoption and platform revenue shortly following launch, we would likely be unable to meet our contractual commitments and may need to scale back or delay our plans, or cease operations. If this offering is successful and we attract sufficient of Members, we believe we will have the capital to implement our growth plan and satisfy these obligations.
Subsequent Events
Following December 31, 2024, the Company adopted updated Bylaws and a dual-class common-stock structure in preparation for this offering. As of the date of this Offering Circular, the current Class A capitalization totals 7,830,000 issued and outstanding Class A Shares, consisting of 5,100,000 held by Andrew Montgomery, 2,400,000 held by Mark Willoughby, 300,000 held by Andy Lai, and 30,000 held by Michelle Phanthongphay. The audited financial statements present 7,530,000 common shares outstanding as of the historical December 31, 2024 balance-sheet date; the current capitalization includes the additional 300,000 Class A Shares reflected in the Company's current cap table.
Our audited financial statements for the year ended December 31, 2025 (included in "Financial Statements" below) have been updated to reflect our actual results for the full 2025 fiscal year, including the adoption of our Amended and Restated Certificate of Incorporation and new Bylaws and share structure in November 2025, the $80,475 SAFE investment by our CEO, and the equity award granted to our Chief Technology Officer, each as described elsewhere in this Offering Circular.
Our auditor evaluated subsequent events through May 13, 2026, the date the financial statements were available to be issued, and determined that there were no material subsequent events requiring recognition or disclosure in the financial statements.
Since December 31, 2025, and up to the date of this Offering Circular, the Company has continued to incur operating expenses in the ordinary course as it prepares for the launch of the App, and our cash on hand has continued to decrease. There are no material contingent liabilities or known legal issues to report for this subsequent period.
PLAN OF OPERATIONS AND FUTURE NEEDS
Upon the qualification of this Offering, we believe our liquidity position will dramatically improve. If we are able to increase Members, we should generate revenue to sustain our operations and move revenue into the Profit-Sharing Pool. However, if we are not able to increase our Members or if our Members do not transact enough through the App, then we may need to find sources of additional funding or scale down our growth plan.
We do not currently have any lines of credit or traditional debt, nor do we have revenue streams to support debt servicing, so equity financing and increasing the number of Members is the only way we can raise funds. If necessary, we might explore venture debt after we have some revenue, but that is not in our immediate plan.
Milestones and Capital Allocation
We plan to use any revenue generated from this Regulation A offering to build out our team, engage in marketing, and moving funds to the Profit-Sharing Pool.
We will monitor our cash flow such that we maintain a healthy reserve. We also must consider regulatory capital needs - for instance, our partner bank might require us to maintain a certain reserve for operational losses or to prefund the Profit-Sharing Pool distributions
Expected Future Revenues and Expenses
We expect interchange-related revenue to begin when the App launches and Members use their Accrew Cards. For modeling purposes, Member Spend may be used to project gross transaction volume, but the Company will not assume or represent that Accrew's Net Interchange equals any fixed percentage of Spend. Net Interchange will depend on card-network rates, merchant categories, Mbanq and Partner Bank contractual economics, processor and network charges, refunds, reversals, chargebacks, and other adjustments. Accordingly, prior illustrative projections based on a fixed Net Interchange percentage should not be viewed as a contractual floor or guaranteed revenue rate.
It is important to note that these are projections and actual outcomes could materially differ. We present them and the projections below to potential Members to illustrate the potential trajectory.
Year 1 (partial year after launch): modest revenue, net loss as we invest in App development and Company growth.
Year 2: growing revenue but still projected loss of $444,000.
Year 3: we expect to break-even and to even have a slight profit. We project $214,000 in net income.
Year 4: We project $1.16 million in net income.
Year 5: We project $6.53 million of net income with $134 million in revenue, which assumes that we have $1.7 million Members. This is an optimistic scenario showing the upside if we capture a meaningful market share.
Profit-Sharing Pool Effect on Financials:
The Company intends to account for the Profit-Sharing Pool and Share repurchases in accordance with U.S. GAAP accounting. Because the Profit-Sharing Pool is a separate Accrew deposit account rather than a trust or separate legal entity, a transfer of cash from one Accrew account to the Profit-Sharing Pool is an internal segregation of Company cash and does not, by itself, constitute a payment to a Shareholder. Approved and completed Share repurchases or other distributions will be recognized in the Company's financial statements in accordance with the applicable U.S. GAAP treatment and the terms of the transaction.
Net income used in the Program's Profit definition will be determined in accordance with U.S. GAAP treatment. Transfers to the Profit-Sharing Pool do not change the Company's GAAP net income merely because cash is moved between Company-owned accounts. Cash actually paid in a lawful Share repurchase will reduce Company cash and will be accounted as a repurchase of equity in accordance with U.S. GAAP. Management will consult with the Company's independent accountants regarding the appropriate presentation and disclosure as the Program becomes operational.
Going Concern Consideration
As of December 31, 2025, we had limited working capital of approximately $56,091, a decline from approximately $98,009 as of December 31, 2024, and we have entered into contractual commitments (including approximately $500,000 of implementation fees and approximately $15,000 of minimum monthly service fees under our new banking-as-a-service agreement) that substantially exceed our current cash resources.
This offering does not provide operating liquidity because proceeds are not used for Company investment or general operations. Instead, under our Program, the Company allocates Profits to the Profit-Sharing Pool.
The Profit-Sharing Pool is not intended for and will not be used for product development, marketing, payroll, or other operating expenses. Accordingly, the outcome of this Offering does not, by itself, alleviate going-concern uncertainty. Our ability to continue as a going concern within 12 months depends on (i) generating sufficient operating cash flows and/or (ii) obtaining separate financing for working capital outside of the Profit-Sharing Pool. Management's plans include disciplined expense management, revenue growth from platform operations, and, if needed, pursuing additional non-Profit-Sharing Pool financing arrangements. If these plans are not achieved, substantial doubt about our ability to continue as a going concern could persist.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements. We have not entered into any financial instruments like swaps, or off balance sheet financing like leasing special purpose vehicles. Our only "off-balance sheet" commitments might be basic operating leases or subscription commitments, which are minimal given our small operations.
Related Party Transactions Impact
We had a related party event where a Founder paid some expenses ($6,171 in 2023) which was booked as equity contribution. This improved our equity and reduced liabilities. There were no loans from Founders outstanding (they contributed funds, they did not loan the Company any money). If needed, Founders might support the Company with short-term liquidity (e.g., pay an expense personally then get reimbursed when able, or defer any salary). As of now, neither of the Founders are drawing a salary (to our knowledge). Upon qualification of this Offering Statement, the Company may start paying salaries to the Founders. This will increase expenses. The Company pays Mr. Lai hourly for his services and paid him approximately $21,807 for contract labor in 2025. In 2025, the Company also raised $80,475 through the issuance of a SAFE to Andrew Montgomery, our CEO.
Critical Accounting Policies
The Company's financial statements are generally prepared in accordance with U.S. GAAP, as reflected in the independent auditor's report. Management's critical accounting policies include the accounting treatment of SAFEs or other future-equity obligations, income taxes and valuation allowances, software development costs, and the accounting for future Profit-Sharing Pool transfers and Share repurchases. Management will apply U.S. GAAP consistently and will consult the Company's independent accountants regarding new or material transactions.
TRENDS AND UNCERTAINTIES
Fintech Adoption
The primary trend is Fintech user adoption. We see favorable trends like increasing comfort with digital banks, resentment of bank fees by younger demographics, and the popularity of fractional investing (people like owning stocks of companies, which might analogously make them receptive to owning part of their bank). On the downside, there's economic uncertainty (if a recession hits, people might consolidate finances with trusted institutions rather than try a new app). Additionally, the decreasing rate environment may be a cause for concern, and if it continues, the benefit of high-yield accounts offered by Accrew may dwindle.
Regulatory Scrutiny
Another trend: regulatory scrutiny on Fintechs partnering with banks (the "banking-as-a-service" model) has been increasing. Regulators like the OCC and FDIC are looking at how Fintech-bank partnerships manage risk. We have to ensure we are ahead on compliance to avoid any clampdown that could affect us.
Inflation and Cost Increases
Inflation could increase our costs, including salaries. We will factor in the potential for increased costs in our budgets, but this could also negatively affect consumer behavior. If Members spend less, we will collect lower interchange fees. However, inflation could also increase prices, which will increase the interchange fee collected as the price of a good or service increases.
PLAN OF OPERATION FOR NEXT 12 MONTHS
If we successfully qualify this offering, our plans are as follows.
-	Launch the App to the public in the coming months .
-	Implement aggressive marketing and referral campaigns to reach at least 5,000 Active Members by end of 2026.
-	Continuously improve the product and App.
-	Possibly add high yield savings accounts by partnering with a third party to invest in securities and roll out AI features to help Members manage money.
-	Expand our team - hire perhaps 5-10 employees across technology and support in first half of the year, and more as needed.
-	Keep an eye on costs: ensure that each $ spent on marketing is acquiring Members at a reasonable customer acquisition cost relative to lifetime value.
-	Monitor regulatory compliance and possibly obtain money transmitter licenses or other regulatory approvals if Member funds flow triggers those requirements.
-	Engage with the community by using our Member Voting Module (as defined below) to get Class B Shareholders involved and to build goodwill and a sense of community.
CONCLUSION
We ended 2024 in a stable but highly limited financial position - sufficient to maintain our existence for a short period, but not to launch at scale. The success of this Offering is critical to our ability to execute our business plan. Management believes that with Members, we will have the resources to reach critical mass and eventually profitability. However, as with any startup, there are numerous uncertainties. We will keep potential Members updated on our progress through our required filings.
There is an inherent risk that if our plan doesn't go as intended (for example, if Member growth is slower or if operational costs are higher), we may need to seek additional financing or adjust our business strategy to conserve cash. Being an early-stage company, we have flexibility to pivot or cut costs if needed (since we are not locked into heavy fixed costs like manufacturing or leases).
We consider the current period (2023-2025) as the tail end of our "pre-operational" phase. This is an exciting and pivotal time - our financial results will start reflecting market validation (or lack thereof) of our concept. We appreciate our early Members' trust and will strive to use the capital efficiently to build a sustainable, growing business that benefits our Members and Shareholders.
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DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES
Below is information regarding our directors, executive officers, and key individuals, including their positions, ages, tenure with the Company, and relevant experience. Each of our Directors holds office in accordance with our bylaws until the next annual meeting of Shareholders entitled to vote or until their successors are duly elected and qualified. Our executive officers are appointed by the Board of Directors and serve at the Board's discretion.
Name	Position	Age	Term of Office	Approximate hours per week for part-time employees
Andrew Montgomery	Chairman of the Board and CEO	38	September 2021 - Present	Full Time
Mark Willoughby	Director and COO	43	September 2021 - Present	Full Time
Andy Lai	CTO	29	January 2025 - Present	Full Time
Brittni Fitzgerald	Customer Service & Sales Manager	34	January 2025 - Present	1-5 Hours
Sahid Ali	Marketing Manager	31	January 2024 - Present	1-5 Hours
Shubham Singh	Junior Developer	29	August 2025 - Present	1-5 Hours

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES
Andrew (AJ) Montgomery - Chairman of the Board and Chief Executive Officer (CEO), age 38.
Ownership: 5,100,000 Class A Shares (approximately 65.13% of outstanding Class A Shares).
Andrew Montgomery (often goes by AJ) co-founded Accrew and has served as CEO since its inception. He is the principal architect of Accrew's member-equity awards concept. AJ has an extensive background in sales, marketing, and product development in the fintech and consumer finance space. Prior to starting Accrew, AJ held roles where he focused on customer acquisition strategies and product-market fit for financial products. As CEO of Accrew, AJ oversees overall strategy, product direction, and fundraising efforts. He has been instrumental in crafting Accrew's mission and developing the Program. Under his leadership, the team conducted customer research to tailor the product to its target market. AJ is also a public representative of the Company to potential Members and the media..
Mark Willoughby, CPA - Director and Chief Operating Officer (COO), age 43.
Ownership: 2,400,000 Class A Shares (about 30.65% of outstanding Class A Shares).
Mark Willoughby is a co-founder of Accrew and has served as COO and a board member since inception. Mark is a Certified Public Accountant (CPA) and brings strong operational and financial management expertise. He previously worked as a Director of Operations at Bank of America, where he gained experience in the day-to-day management of banking processes and an understanding of traditional bank operations. Mark's skill set complements the team by ensuring that Accrew's ambitious ideas are grounded in solid operational execution. At Accrew, Mark oversees operational infrastructure, including banking partner relationships, regulatory compliance processes, and internal controls. He also manages the company's finances and accounting. His prior banking experience is invaluable in navigating regulatory requirements and setting up the partnership with our issuing bank. Mark's stewardship has helped Accrew maintain lean operations and financial discipline in the pre-revenue stage. As a director, Mark is involved in strategic decisions and provides insight into scaling operations sustainably.
Andy Lai - Chief Technology Officer (CTO), age 29. (Note: Andy is not currently member of the Board of Directors, but he is a key executive officer heading technology.)
Ownership: Andy Lai beneficially owns 300,000 Class A shares (approximately 3.83% of Class A Shares outstanding).
Andy Lai joined the founding team as CTO, bringing a strong software engineering and fintech development background. Andy has experience as a senior software engineer at a prior fintech company, where he developed secure financial applications and integrations. His expertise lies in building scalable architectures and implementing complex integrations (like those needed for our banking-as-a-service and payment processing). Since joining Accrew, Andy has led the development of the Accrew mobile application and the backend systems that handle transaction data and share tracking. He has overseen the integration of APIs from partners such as Mbanq for card issuing, tracking transactions, and other banking functions along with Plaid for account linking. Under Andy's technical leadership, the team has built the digital ledger that will manage share issuances and redemptions in real-time. Andy is deeply involved in ensuring the security of the platform, implementing robust encryption and cybersecurity measures to protect member data. He also manages any contract engineers or development firms we've engaged, setting technical milestones and reviewing code. Andy's contributions are critical to turning the Accrew concept into a functional product. Although not a director, Andy often attends board meetings to provide technical updates and input on feasibility of proposed features.
Significant Employees (Non-Executive)
At this stage, Accrew has a very small team. Aside from the executives above, we do not yet have additional significant employees that would be considered key to the business (for example, we have no CFO yet) However, we anticipate hiring or designating certain significant employees in the near future:
-	Head of Compliance: We intend to recruit a compliance officer who will manage day-to-day regulatory compliance, BSA/AML obligations, etc. This person would be significant given the heavily regulated environment. (As of now Mark covers this area, but we will likely hire a specialist.)
-	Microsourcing - Lead Customer Success: Once we launch, someone heading customer support and success to ensure member-owners have good experiences will be important.
These positions are not yet filled or are filled by junior staff not at a decision-making level; thus we will update in future reports when such personnel become significant.
Family Relationships.
There is a family relationship among our directors: Barbara Montgomery is the mother of AJ Montgomery. There are no other familial relationships between the directors, executive officers, and significant employees.
Involvement in Certain Legal Proceedings
None of our directors or executive officers has, in the past ten years, been involved in any legal proceeding required to be disclosed under Regulation A (such as bankruptcy filings, criminal convictions, or being subject to any court or regulatory order barring them from engaging in any business or securities activities). Each individual has a clean record in that regard.
COMPENSATION OF DIRECTORS AND EXECUTIVES
Currently, given our limited financial resources, the Founders have not been compensated. re Any minor stipends or reimbursements have been nominal (for example, AJ was reimbursed for some company expenses, which we accounted as contributions). We anticipate formalizing salaries after the qualification of this Offering Circular: for instance, AJ, as CEO, might start receiving an annual salary (to be determined by the Board, likely modest at first to conserve cash), and Mark and Andy will likely be paid a salary as well. Mark has already received equity compensation in the form of Class A Shares for his efforts. Additionally, on November 12, 2025, the Board of Directors granted Andy Lai an equity award of 1,200,000 Class A Shares, vesting in four equal annual tranches of 300,000 shares each, with the first tranche vested upon issuance and the remaining three tranches vesting on the first, second, and third anniversaries of the grant date, subject to continued service. The Company recognized $270 of stock-based compensation expense related to this award in 2025, with $810 of compensation expense remaining to be recognized in future periods as the award continues to vest.
The Directors currently receive no separate compensation for their director roles apart from any executive compensation applicable to AJ and Mark. We have no independent directors to compensate with cash or stock yet. As we grow, we may institute a director compensation plan (often early-stage companies compensate independent directors with stock options or a small cash stipend per meeting). We will include more detailed executive compensation disclosure in our annual report on Form 1-K, including any salaries, bonuses, or stock awards.
CORPORATE GOVERNANCE
Our Board of Directors currently has three members (AJ Montgomery, Mark Willoughby, and Barbara Montgomery). Because of the small board, we do not yet have specialized committees like Audit or Compensation committees. The full Board collectively oversees those matters. This is common for a startup of our size, but as we grow and perhaps add independent board members, we will establish committees to strengthen governance. In particular, after this offering, given we will have a broader base of investors, we intend to add at least one independent director within the next 12-18 months to provide additional oversight (this is a goal, not a formal requirement at our size, but we think it would be beneficial).
ADVISORS
Although not "significant employees," it's worth noting we have some advisors with industry experience guiding us. Since they do not have official roles or decision-making authority, we do not list them here.
SUMMARY
Accrew's leadership team is small but brings a complementary set of skills: visionary marketing and product (AJ), financial and operational rigor (Mark), and technical expertise (Andy). They all share prior experience in Fintech/startups and a passion for reimagining banking for the next generation. As a young company, much of our success will depend on this core team's ability to execute. We will need to expand the team as the company grows, and part of our projected future profits will be allocated to hiring skilled personnel in various functions to support our growth. We believe our current team has laid a strong foundation and will attract additional talent due to the exciting mission and the equity incentives we can offer (fittingly, as we are all about equity sharing, we will ensure our employees are also owners through the option pool).
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
The following table sets forth the current beneficial ownership of the Company's issued Class A Shares before issuance of any Class B Shares under this offering. As of the date of this Offering Circular, 7,830,000 Class A Shares are issued and outstanding and no Class B Shares have been issued under the Program. The current Class A capitalization is: Andrew Montgomery - 5,100,000; Mark Willoughby - 2,400,000; Andy Lai - 300,000; and Michelle Phanthongphay - 30,000. Class A Shares carry the voting rights described below; Class B Shares have limited voting rights. Current percentages in the table are percentages of the 7,830,000 outstanding Class A Shares.
"Beneficial ownership" generally includes those shares that the shareholder has the power to vote or the power to transfer, and options that are currently exercisable or exercisable within 60 days.
Name of Beneficial Owner	Title/Relationship	Number of Shares Beneficially Owned	Percentage of Outstanding Shares (1)
Andrew Montgomery	Chairman of the Board and CEO	5,100,000 Class A Shares	65.13%
Mark Willoughby	COO, Director	2,400,000 Class A Shares	30.65%
Andy Lai	CTO (Executive Officer)	300,000 Class A Shares (of a total of 1.2 million Class A Shares subject to vesting)	3.83%
All current directors, executive officers, and early investors as a group (4 persons)		7,800,000 Class A Shares (2)	99.62% (2) (3)
Other 5%+ Holders:	N/A	N/A	N/A

(1) Percentage calculations are based on 7,830,000 Class A Shares issued and outstanding as of the date of this Offering Circular. At the Company's current target of approximately 38,000,000 total outstanding Shares across Class A and Class B, and assuming the Class A count remains 7,830,000, the Class A Shares collectively would represent approximately 20.6% of total outstanding Shares and Class B Shares approximately 79.4%. Actual percentages will change with Share issuances, repurchases, SAFE conversions or negotiated exchanges, employee equity issuances, and other corporate actions.
(2) Andy Lai beneficially owns 300,000 Class A Shares (approximately 3.83% of the current Class A Shares outstanding) as of the date of this Offering Circular. Michelle Phanthongphay owns 30,000 Class A Shares (approximately 0.38%) and is neither a director nor an executive officer. Any additional equity subject to vesting is not included as issued and outstanding unless and until applicable shares are actually issued and outstanding and are required to be included under the beneficial ownership rules.
(3) Andrew, Mark, and Andy Lai, the current executive officers included in the table, hold 7,800,000 Class A Shares, approximately 99.62% of the outstanding Class A Shares. Michelle Phanthongphay holds the remaining 30,000 Class A Shares
Other than Andrew and Mark, no other person or entity is known to us to beneficially own more than 5% of our issued and outstanding Class A Shares as of the date hereof. The one other shareholder of record is the aforementioned Michelle Phanthongphay with ~0.38% (30,000 Class A Shares), which is well below 5%.
SAFE holders are not included in the current common-stock ownership table solely by virtue of holding a SAFE because a SAFE is a contractual future-equity instrument and does not itself make the holder a common stockholder before Shares are issued. Qualification of this Regulation A offering does not automatically convert the SAFEs. Future ownership from SAFEs will depend on either a qualifying Preferred Stock Equity Financing under the applicable SAFE or a separately negotiated and completed SAFE exchange or settlement. The Company will update beneficial-ownership disclosures when Shares are actually issued or when beneficial ownership is otherwise required to be reported.

VOTING RIGHTS
The current Class A Shareholders hold the Company's voting power associated with Class A Shares. Andrew Montgomery and Mark Willoughby together own approximately 95.79% of the outstanding Class A Shares and therefore exercise effective voting control. Andy Lai owns approximately 3.83% and Michelle Phanthongphay approximately 0.38%. Class B Shares issued under this offering generally will not vote for directors and will have only the limited voting rights described in this Offering Circular. Accordingly, the Founders are expected to retain effective control after Class B Shares are issued, although their collective economic percentage will be diluted.
CHANGES IN CONTROL
We are not aware of any arrangements (like voting trusts or shareholder agreements) that might result in a change in control of the Company. The Founders have not entered into any agreements to act in concert beyond their mutual understanding as Founders. There are no pending acquisition or merger deals. Given the combined insider ownership of Class A Shares, a change in control would only occur if Insiders chose to sell a controlling stake or significantly dilute themselves, which is not anticipated in the foreseeable future.
EFFECT OF OFFERING ON OWNERSHIP
The Company's current operational target is approximately 38,000,000 total Shares outstanding across Class A and Class B. Based on the 7,830,000 Class A Shares currently outstanding, reaching that target without other equity changes would imply approximately 30,170,000 Class B Shares outstanding; the Class A Shares would represent approximately 20.6% of total outstanding Shares and the Class B Shares approximately 79.4%. This is an operational target rather than a guarantee. The Offering qualifies up to 40,000,000 Class B Shares, and actual outstanding Shares may differ because of monthly issuances, repurchases, SAFE conversions or exchanges, employee equity, other financings, stock splits, and other corporate actions. Class A Shareholders will retain the voting rights even if their economic percentage declines.
EMPLOYEE AND BOARD EQUITY PLANS
We have authorized an Employee Share Pool of 10,000,000 Class A Shares for equity incentives (under Board-approved plans). As of now, no formal stock option plan has been qualified/offered (and any options to be granted would likely be issued under Rule 701 or a separate registration in future). No options or warrants are currently outstanding. When we do issue options, it will dilute existing holders, but likely at future dates.
SUMMARY
Before the offering, Insiders own most of the Company's Class A Shares and therefore control voting. After the qualification of the offering, they will still control voting due to the Share class structure, while Members will own a significant portion of economic interest as Class B Shareholders. We believe transparency about this structure is important (hence the risk factor on control by Insiders). Any future material changes, such as changes to the classes of common stock, will be communicated to Members.
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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
This section describes any material transactions since inception (September 2021) to the date of this Offering Circular, or any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $5,000 (a threshold to pick up meaningful items given our small size), and in which any of our directors, executive officers, or beneficial holders of more than 10% of our shares (collectively, "insiders"), or any immediate family member of or entity controlled by such persons, had or will have a direct or indirect material interest.
Founders' Equity Issuances
Upon incorporation in September 2021, the Company issued shares of common stock to the founders: 5,100,000 shares to Andrew Montgomery; 2,400,000 shares to Mark Willoughby; and 30,000 shares to an early contributor (Michelle Phanthongphay). These issuances were for a nominal price (essentially founder shares for initial capitalization of the company). At the time, the total of 7,830,000 shares constituted 100% of the Company. Andrew and Mark, as Insiders, received their shares in this founding transaction. Because this was essentially the formation of the Company, one could consider it a related party transaction. However, it was arm's-length in the sense it was proportional to their relative contributions and agreement as co-founders. The price per share was extremely low (par value $0.00001 per share), typical for founder stock. This transaction set the ownership structure that still exists.
SAFE Investments
In 2023, the Company raised capital through SAFEs issues pursuant to a Regulation Crowdfunding Offering, totaling approximately $201,230 in aggregate proceeds in 2023 and an additional $6,000 in early 2024. In 2025, the Company raised an additional $80,475 through the issuance of a SAFE to Andrew Montgomery, the Company's Chairman of the Board and Chief Executive Officer. As of December 31, 2025, a total of $287,705 had been raised in the SAFE Raises.
Regulation A qualification does not automatically convert those SAFEs into Class B Shares. Under the instruments reviewed, automatic conversion generally occurs upon a qualifying Equity Financing involving the issuance and sale of Preferred Stock at a fixed valuation, in which case the applicable SAFE converts under its own terms. The Company may separately negotiate voluntary SAFE-for-Class-B exchange agreements.
Certain SAFE financings involve or may involve related parties and therefore should not be described categorically as transactions only with outside investors. The Company has reviewed SAFE instruments issued to Andrew Montgomery, the Company's Chairman and Chief Executive Officer, including a SAFE with a purchase amount of $80,475 dated December 31, 2025, and to Barbara Montgomery, a director and Andrew Montgomery's mother, including a SAFE with a purchase amount of $85,000. Any future negotiated SAFE-for-Class-B exchange with an insider or director will require appropriate corporate approval and related-party disclosure.
Contract Labor Paid to Chief Technology Officer
During 2025, the Company paid Andy Lai, our Chief Technology Officer, approximately $21,807 for contract labor services rendered to the Company, in addition to the equity award described under "Directors, Executive Officers, and Significant Employees." Because Mr. Lai is an executive officer, these payments constitute a related-party transaction. The Company believes these payments were made on arm's-length, hourly-rate terms consistent with the value of services provided.
Expenses Paid by Officer (2023)
In 2023, certain Company expenses totaling $6,171 were paid personally by a founder (or an entity affiliated with a founder) and were not reimbursed by the Company. Instead, these expenses were treated as a capital contribution to the Company and added to additional paid-in capital ("APIC"), effectively increasing the Founder's investment in the Company.
Specifically, these were likely operational expenses (perhaps software or legal fees) that our CEO, Andrew Montgomery, covered out-of-pocket when the Company's cash was low, thereby ensuring bills were paid. The audit notes show "Expenses contributed as capital: $6,171" for 2023. This is a related-party transaction in that an officer paid company costs. It was done for the Company's benefit, and there was no expectation of repayment, hence it became equity. By doing so, Andrew's effective equity stake increased marginally via the contribution, though we did not issue new shares to him at that time; it just increased APIC. This transaction was approved by management, the other co-founder, Mark. It reflects the founders' commitment to the Company and did not adversely affect the Company; in fact, it kept us going.
Other than recording it in our books, there are no further obligations - Andrew will not be repaid that $6,171; it's permanently in the Company now. This kind of support might happen again if needed. For example, if short-term cash is needed, an insider might cover and either treat as contribution or short-term loan. If a loan, we'd disclose terms. As of now, no outstanding loans from insiders exist.
Office Space and Other Resource Sharing
The Company's address  may be a co-working space or similar arrangement. It's possible that one of our founders signed the lease or membership personally and let the Company use it. If, for instance, Andrew had a co-working membership he lets Accrew utilize without charging rent, that is a related arrangement (benefiting the Company). There's no monetary transaction to disclose, but it's worth noting the founders have been providing intangible support. If any rent was paid to an entity of a founder, we'd disclose it. To our knowledge, the Company itself likely pays any co-working fees directly (which are minor), or the founders cover it as part of those contributed expenses. We will formalize leases once we have significant operations.
Partner Relationships
None of our key partners (bank, processors, etc.) are affiliated with insiders. Mark came from Bank of America, but the Company does not work with Bank of America. So, there is no conflict. Furthermore, there are no family relations or insider relationships with vendors and other third-party service providers.
Indemnification and Advancement
Our bylaws and indemnification agreements (if any) provide that we will indemnify officers/directors for certain liabilities. This is a standard arrangement but worth noting that if in the future the Company has to advance legal fees or indemnify an insider in a lawsuit, that's a transaction of interest. As of now, no such situation has occurred.
Board Composition and Control
Our Board currently consists of Andrew (AJ) Montgomery (Chairman & CEO), Mark Willoughby (Secretary of the Board & COO), and Barbara Montgomery (Director) (who is AJ Montgomery's mother). While not a "transaction," it's relevant that our insiders control the company via Class A Shares. They could make decisions such as setting their own compensation (when we have profits, maybe awarding themselves bonuses) or entering into related-party deals. However, these persons are bound by fiduciary duties and the Company plans to introduce independent directors to provide additional oversight. We have no independent board members now to ratify related-party transactions, we intend to have independent directors approve any material related party deals or transactions in the future.
Proposed Transactions
As of now, the Company is not a party to any proposed transaction involving an Insider. If, hypothetically, after the qualification of this Offering, we decide to pay salaries to Andrew and Mark, that would be a related-party transaction (compensation). We expect to start paying them reasonable salaries for their roles (to be determined by the Board). For instance, we might pay Andrew's a salary of $300,000. That will be disclosed in future reporting but it's not a "transaction" requiring approval beyond Board approval. Still, note that Insiders will draw compensation, which is inherently interested but typical.
Policies and Procedures
When we have a larger Board, we plan to implement a policy that any related-party transaction (as defined under applicable rules) will require approval by disinterested directors or by the audit committee (once established). So far, the transactions with Insiders have generally provided value to the Company through capital contributions and paying expenses, rather than extracting value.
In summary, aside from founders paying a small amount for their stock and a founder covering some bills, there have been no transactions in which management or significant holders had a material conflicting interest. We have not extended any loans to officers or directors, nor have we purchased any assets from or sold any assets to them. If any such transaction arises, we it is legal and disclosed if necessary.
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SECURITIES BEING OFFERED
We are offering Class B Shares of Accrew, Inc. pursuant to this Offering Circular The following is a summary of the rights and preferences of our securities, particularly focusing on the Class B Shares being offered, and how it differs from our Class A shares and other securities. This summary is qualified in its entirety by reference to our Certificate of Incorporation (as amended) and Bylaws, which are available to investors (we can provide copies upon request) and are summarized in part here.
GENERAL
Our authorized capital stock consists of 80,000,000 shares of common stock divided into Class A and Class B Shares. As of the date hereof, 7,830,000 Class A Shares are outstanding. The Company's current operational target is approximately 38,000,000 total outstanding Shares across Class A and Class B. At that target, assuming no change to the 7,830,000 Class A Shares, Class A would represent approximately 20.6% and Class B approximately 79.4% of the outstanding economic interests. The Company established a dual-class structure to provide limited voting rights to Class B Members while retaining voting control with Class A holders. Future issuances, SAFE conversions or exchanges, employee equity, repurchases, and other corporate actions may change these percentages.
COMMON STOCK
The two classes of common stock, Class A and Class B, are identical in most respects except as noted below.
Voting Rights
Class A Shares
Class A Shares have full voting rights-each Class A Share entitles its holder to one vote on all matters submitted to a vote of stockholders.
Class B Shares; Member App Proposals and Advisory Voting
Class B Shares, on the other hand, have very limited voting rights. Specifically, Class B Shares do not have the right to vote in the election of Directors or on most routine corporate matters. Class B Shareholders are entitled to vote only in scenarios where class voting is required by Delaware law.
However, the Corporation shall maintain within its App a proposal and voting module (the "Member Voting Module") enabling Class B Shareholders to: (i) propose and vote on potential company acquisitions or investments intended to generate profits for the Company and its Shareholders; (ii) propose and vote on App features or other product priorities; and (iii) vote when the Board seeks Class B Shareholder input on Company-specific policies. Here, votes are Program advisory votes and do not supersede the Act, the Certificate of Incorporation, the Bylaws, or the Board's authority or fiduciary duties.
Eligibility to Propose; Submission Standards
Proposals
Any Class B Shareholder that is not currently subject to an active Compliance Freeze may submit a proposal through the Member Voting Module, subject to submission thresholds and formatting guidelines established from time to time by the Board (e.g., evidencing minimum Member support or share backing, business case, compliance certifications, and budget parameters).
		Screening
The Management Team may screen, consolidate, or decline proposals for any reason, including a belief that a proposal is unlawful, impracticable, duplicative, or insufficiently supported, and may request revisions for clarity, feasibility, or compliance.
Record Date; Voting Power
		Record Date
For each proposal, the Board (or its designee) shall set a record date under Section 213 of the Act, and Eligible Voting Shares (defined below) for such proposal shall be determined as of such record date, regardless of later cures to Compliance Freezes.
		Voting Power
On each issue presented for consideration in the Member Voting Module, each Class B Shareholder shall be entitled to one (1) vote per Eligible Voting Share held as of the record date. "Eligible Voting Shares" means all Class B Shares that are not (a) designated as Excess Class B Shares or (b) held by a Shareholder subject to an active Compliance Freeze.
		Delegation/Proxy
Voting by in-app delegation or proxy is permitted; however, no single delegate may exercise 20% or more of the total delegated Eligible Voting Shares in any advisory vote unless such concentration is itself approved by 50% or more of Eligible Voting Shares in that advisory vote.
	Quorum; Approval, Availability and Voting Window
		Available Period
Once a proposal is certified by the Management Team and posted in the Member Voting Module, it shall remain open and visible for Class B Shareholder voting for not less than twelve (12) months from its opening date (the "Availability Period"), unless earlier withdrawn by the Board for legal, regulatory, or compliance reasons stated on the proposal page.
		Quorum Measurement
Quorum is achieved at any time during the Availability Period when valid ballots cast represent 20% or more of the Eligible Voting Shares for that proposal as of the applicable record date.
		Final Voting Period After Quorum
	Upon quorum being achieved, the proposal immediately enters a final voting period of sixty (60) days (the "Final Voting Period"), during which Members may cast new ballots or modify previously submitted ballots. The Final Voting Period may extend beyond the Availability Period, and the proposal shall remain open solely to complete this 60-day period, after which the polls close and results are certified.
		Approval Threshold
A proposal is advisory-approved if, upon close, 50% or more of the Eligible Voting Shares cast are in favor, with votes weighted one (1) vote per Eligible Voting Share.
		Lapse if no Quorum
If a quorum is not achieved within the Availability Period, the proposal automatically expires and is removed from the Member Voting Module. Any resubmission must be filed as a new proposal and satisfy then-current submission standards.
	Effect; Board Action; Legal/Financial Conditions
	Advisory Effect
Outcomes under this Section 3 are non-binding and neither the Management Team nor the Board is obligated to act on any advisory-approved proposal. The Board retains full authority to accept, modify, defer, or reject any proposal, subject to applicable law and the Bylaws.
Any Member-approved acquisition/investment remains subject to Board approval, due diligence, financing availability, regulatory approvals, and applicable law.
		No impairment; surplus
No action may be taken that would impair capital, contravene Section 160 or 170 of the Act, or otherwise violate law or the Certificate of Incorporation.
Process Integrity; Compliance
The Management Team may (i) implement anti-money laundering and "know your customer" rules, device/account authentication, anti-fraud controls, rate limits, and audit logs for the Member Voting Module; (ii)  invalidate votes cast in violation of law or the Bylaws; and (iii) take reasonable measures to preserve fairness, security, and reliability of voting.
Notice; Results; Disclosure
The Corporation shall provide in-App notice of proposal openings, quorum, and closings and publish aggregate results after certification. If a vote concerns a matter that requires public disclosure under Regulation A promulgated under the Securities Act of 1933 or other applicable law, the Corporation shall make timely filings and investor notifications as required by such law or regulation.
No Waiver of Statutory Stockholder Rights
Nothing in this section limits or replaces statutory stockholder meetings, consents, or votes required by the Act, the Certificate of Incorporation, or the Bylaws. If the Board elects to seek a binding stockholder vote on any matter, such vote shall be conducted in accordance with the Act and Article III of the Bylaws.
Economic Rights (Dividends and Liquidation)
Class A and Class B shares are economically pari passu, meaning they share equally in dividends or distributions when and if declared. However, as a policy, we do not intend to pay traditional dividends on common stock. Instead, the mechanism for sharing profits is through the Profit-Sharing Pool and share redemptions. If the Board were to declare a cash dividend outside of the profit-sharing program, Class A and Class B would have equal rights.
In a liquidation or dissolution of the Company (after all debts and any creditors are paid), any remaining assets would be distributed to common stockholders pro rata. At that point, Class A and Class B would rank equally in claims to assets. So in a sale of the Company or liquidation, both classes get the same per-share payout.
Profit-Sharing Pool & Redemptions
The unique economic aspect of the Shares is the Company's intended Profit-Sharing Pool and discretionary redemption program. The Profit-Sharing Pool is a separate Accrew, Inc. deposit account at an FDIC-insured Mbanq Partner Bank and remains a corporate asset unless and until funds are paid in an approved and lawful redemption. Shareholders may request redemption, but no redemption is guaranteed, and any repurchase is subject to Board or delegated approval, applicable Program restrictions (including Owner Rewards Adjustments), legally available surplus and other Delaware-law limitations, and other applicable law. Both Class A and Class B Shares participate economically on the terms, described in this Offering Circular, subject to applicable Insider restrictions.
It's important to note that NO SHAREHOLDER HAS A GUARANTEED RIGHT TO A CASH REDEMPTION, A DIVIDEND, OR ANY DISTRIBUTION. Any payout from the Profit-Sharing Pool happens only if the Board allows redemptions.
Transfer Restrictions
Our Certificate of Incorporation imposes restrictions on transfer for both classes, but they are particularly aimed at Class B Shares. Class B Shares are not permitted to be sold, assigned, or transferred to third parties without Company consent. The Bylaws explicitly state that Class B can only be exchanged with the Company (redeemed). We do not intend to waive this restriction in general. This means a Member cannot simply sell their Class B Shares, even privately, unless the Company approves.
Class A Shares held by Insiders are also subject to transfer restrictions. Generally, the Insiders cannot sell or even redeem their Shares for cash held in the Profit-Sharing Pool for at least 2 years.
In short, the Shares offered are not freely tradable. Any transfer of the Shares to a third-party must be made pursuant to a registration statement filed with the SEC or an exemption therefrom We have no plans to list the Class A or the Class B Shares on any exchange or trading platform. The certificate for Class B (or electronic record) will bear a legend about these restrictions. The only liquidity path for Shareholders is through redemption with the Company.
Preemptive Rights
Neither class of common stock has preemptive rights. This means current Shareholders do not have an automatic right to participate in future stock issuances to maintain their percentage ownership. The Board can issue additional shares (within the authorized capital) to new or existing investors without offering them to existing Shareholders first. This is pretty standard; investors should anticipate potential dilution (as discussed).
Stock Splits, Adjustments
If the Company engages in any stock splits or combinations, such action would apply equally to both Class A and Class B Shares so as to not alter relative rights.
Dividend Policy
The Company does not intend to pay cash dividends. Instead, Class A and Class B Shareholders can redeem their Share for a cash from the Profit-Sharing Pool. For more information on the Profit-Sharing Pool, see the section entitled "The Offering and Plan of Distribution; Selling Security Holders" above. No dividends have been declared since inception. Any future change to this approach would be subject to Board decision. If we ever did declare an actual dividend, under Delaware law, it must come from surplus or current net profits. Given we intend to retain minimal profits, any direct dividend would likely not happen unless we had excess capital and perhaps in a later stage decided to distribute to all Shareholders pro rata.
Profit-Sharing Pool and Redemption of Shares
Please see the section entitled "The Offering and Plan of Distribution; Selling Security Holders" for a detailed description of the Program under which Shareholders may request, but are not guaranteed, a Company redemption funded from the Profit-Sharing Pool, subject to applicable law and the other limitations described in this Offering Circular.
ANTI-DILUTION PROTECTIONS
Neither Class A nor Class B Shares have anti-dilution adjustments for future stock issuances. If the Company sells or issues more Shares, both Class A and Class B Shareholders will be diluted.
RIGHTS UPON TERMINATION OF PROGRAM OR DISSOLUTION
If the Company were ever dissolved, any remaining amount in the Profit-Sharing Pool will be distributed, along with other assets, to the Shareholders pro rata.
TAKEOVER IMPLICATIONS
The concentration of Class A ownership with Founders and Insiders means it is nearly impossible for an outsider to take control of the Company through stock acquisition without the consent of the Class A Shareholders. It is unlikely that a hostile takeover would ever occur. Members are largely reliant on the current management to effectively operate the Company.
FUTURE ISSUANCES
We reserve the right to issue additional Class B Shares in the future for various purposes, including raising capital or issuing them to employees as compensation. All such issuances will dilute existing Class B Shareholders' percentage ownership.
Stock Incentive Plan
The 10,000,000 Class A Shares reserved for the Employee Share Pool will likely be used to grant stock options or restricted stock to employees, directors, and advisors. We have not yet formally adopted a stock option plan, but intend to do so.
SUMMARY OF RIGHTS TABLE
For clarity, here's a quick table summarizing Class A vs Class B rights:
Right/Feature	Class A Shares	Class B Shares
Voting Power	Yes - 1 vote per share (full voting on applicable matters). Andrew Montgomery and Mark Willoughby currently hold approximately 95.79% of outstanding Class A Shares, and therefore exercise effective voting control.	Greatly limited - generally no vote on standard matters. Advisory votes only in the Member Voting Module, and class vote only if rights are affected.
Economic Rights (dividends)	Equal pro rata right to dividends if declared (none expected).	Same as Class A Shares
Profit-Sharing Pool, Redemptions 	Insiders' shares are not expected to be redeemed often; Insiders are exempt from 5% ownership cap and most have a 2-year lock on redemption of Shares. 	Full access to request redemption for cash from Profit-Sharing Pool, subject to limitations. This is the mechanism for them to realize profits. Also subject to 5% ownership cap explained above.
Transferability	Transfers to third parties are generally prohibited unless the Board approves the transfer. There will no public trading of Class A Shares. 	Generally, Class B Shares may only be redeemed byt the Company. Transfers are prohibited unless approved by the Board. There will be no public trading of Class B Shares.


CONCLUSION
By becoming a Member, you may become eligible to receive Class B Shares and, if Shares are actually issued to you, become a Class B stockholder of Accrew, Inc. with the limited economic and voting rights described in this Offering Circular. Use of the App alone does not make you an owner of Mbanq or of any Mbanq Partner Bank. Class B Shares are speculative, highly illiquid, subject to dilution, and have no guaranteed redemption or value. Prospective Members should carefully consider these characteristics and consult their own legal, tax, and financial advisers as appropriate.

FINANCIAL STATEMENTS
The following are our audited financial statements for the years ending on December 31, 2024, and December 31, 2025. These statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and audited by Smart Solutions CPA, Inc., an independent registered public accounting firm, who issued an unqualified audit report dated May 13, 2026.
The financial statements include:
-	Independent Auditor's Report;
-	Balance Sheets for 2024 and 2025 fiscal years;
-	Income Statements (Statements of Operations) for the 2025 and 2024 fiscal years;
-	Statements of Changes in Stockholders' Equity 2025 and 2024 fiscal years;
-	Statements of Cash Flows for the 2025 and 2024 fiscal years; and,
-	Notes to Financial Statements.
These financial statements should be read in conjunction with the notes thereto and the discussion in "Management's Discussion and Analysis of Financial Condition and Results of Operations" above. The notes are an integral part of the financial statements and include important information about the Company's accounting policies, SAFE financing, Profit-Sharing Pool definition, related party contributions, income taxes, and subsequent events.

INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of Accrew, Inc.
Opinion
We have audited the financial statements of Accrew, Inc. (the "Company"), which comprise the Balance Sheets as of December 31, 2025 and 2024, Income Statements, the Statements of Changes in Equity, and Cash Flows for the years then ended and the related Notes to the Financial Statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the accompanying financial statements are available to be issued.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with Generally Accepted Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with Generally Accepted Auditing Standards (GAAS), we:
-	Exercise professional judgment and maintain professional skepticism throughout the audit.
-	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
-	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
-	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by the management, as well as evaluate the overall presentation of the financial statements.
-	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Noman Tahir, CPA
License: 065.054304
Chicago
State of Illinois
May 13, 2026
.
BALANCE SHEETS
As of December 31, 2024, and 2025 (Audited)
Assets	2025	2024
Current Assets:
Cash and cash equivalents	$ 56,091	$ 98,009
Security deposit		$ -
Total current assets	$ 56,091	$ 98,009
Non-current Assets:
(No non-current assets)	-	-
Total assets	$ 56,091	$ 98,009

Liabilities and Stockholders' Equity	2025	2024
Current Liabilities:
Accounts payable and accrued liabilities	$ -	$ -
(No material current liabilities)
Total liabilities	$ -	$ -
Stockholders' Equity:
Common stock (par $0.00001) - 	$ 783	$ 75
Additional paid-in capital (APIC)	$ 12,880	$ 13,318
Future equity obligations (SAFE proceeds)	$ 287,705	$ 207,230
Accumulated deficit	$ (245,277)	$ (122,614)
Total stockholders' equity	$ 56,091	$ 98,009
Total liabilities and equity	$ 56,091	$ 98,009

(The accompanying notes are an integral part of these financial statements.)


INCOME STATEMENTS
(Statements of Operations for the years ended December 31, 2024, and 2025)
	2025	2024
Revenue:	$ -	$ -
Operating Expenses:
- Operating expenses (general & admin, development, etc.)	$ 123,577	$ 20,915
- Marketing and advertising	$ 197	$ 224
Total expenses	$ 123,774	$ 21,139
Operating Loss	$ (123,774)	$ (21,139)
Other Income (Expense):
- Other income (refund, interest)	$ 1,111	$ 13,904
- Interest expense	$ -	$ -
Net loss before income taxes	$ (122,663)	$ (7,235)
Income tax expense (benefit)	$ -	$ -
Net Loss	$ (122,663)	$ (7,235)

(Loss per share data is not presented because the stock was not publicly traded and the share count remained constant; any per-share loss would be nominal given high share count vs losses.)
(The accompanying notes are an integral part of these financial statements.)


STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(for the years ending on December 31, 2024, and December 31, 2025)
	Common Stock (# shares)	Common Stock (Amount)	Additional Paid in Capital	Future Equity Obligations	Accumulated Deficit	Total
As of December 31, 2023	7,530,000	$75	$13,318	$201,230	$(115,379)	$ 99,244
Issuance of SAFE (future equity)	-	-	-	$ 6,000	-	$ 6,000
Net loss 2024	-	-	-	-	$ (7,235)	$ (7,235)
As of December 31, 2024	7,530,000	$75	$13,318	$207,230	$(122,614)	$ 98,009
Issuance of future equity obligations		-	-	$ 80,475	-	$ 80,475
Reclassification		$678	$(678)	-	-	$ -
Stock Compensation		$30	$240	-	-	$ 270
Net Loss 2025		-	-	-	$ (122,663)	$ (122,663)
As of December 31, 2025	7,830,000	$783	$12,880	$287,705	$(245,277)	$ 56,091
(The accompanying notes are an integral part of these financial statements.)

STATEMENTS OF CASH FLOWS
(for the years ending on December 31, 2024, and December 31, 2025)
Cash Flow Activities	2025	2024
Cash Flows from Operating Activities:
Net loss	$ (122,663)	$ (7,235)
Adjustments to reconcile net loss to net cash from ops:
Employee stock compensation 	$ 270	-
- Changes in operating assets & liabilities:
Decrease (Increase) in security deposit	-	$ 10,375 (inflow)
Decrease in accrued liabilities	$ -	$ -
Net cash provided (used) by operating activities	$ (122,393)	$ 3,140
Cash Flows from Financing Activities:
Capital contribution (founder)	$ 80,475	$ -
Proceeds from issuance of SAFEs	$ 80,475	$ 6,000
Net cash provided by financing activities	$ 80,475	$ 6,000
Net increase in cash	$ (41,918)	$ 9,140
Cash at beginning of year	$ 98,009	$ 88,869
Cash at end of year	$ 56,091	$ 98,009
Supplemental disclosure of non-cash financing:	$ -	-
- Expenses contributed as capital (paid by founder)	-	$ -
(The accompanying notes are an integral part of these financial statements.)

NOTES TO FINANCIAL STATEMENTS
Note 1 - Nature of Operations
Accrew, Inc., (the "Company"), was incorporated in the State of Delaware on September 24, 2021. The Company is a financial technology company that aims to provide innovative digital banking solutions to its members in the United States. The Company leverages technology to deliver enhanced rewards, features, and rates, while also empowering members with ownership of banking profits and participation in investment and community-related initiatives. The Company is currently in the process of development and has not yet launched its application to the public or gone live, accordingly, there have been no revenue-generating activities as of the balance sheet date.
Note 2 - Summary of Significant Accounting Policies
	Basis of Accounting
The preparation of these financial statements and accompanying notes in conformity with United States of America Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.
Risk and Uncertainty
The Company's operations are subject to risks related to successful product launch, user adoption, dependence on banking and technology partners, regulatory compliance, cybersecurity, consumer spending levels, and the ability to raise sufficient capital. Adverse developments in these areas, or in general economic conditions, could materially affect the Company's financial condition, liquidity, and results of operations.
Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and cash in hand. It also includes short-term investments with original maturities of three months or less from the date of purchase, except for those amounts that are held in the investment portfolio which are invested for long-term purposes.
Deferred tax
Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit will not be realized.
Stock-based compensation
The Company accounts for employee equity awards in accordance with ASC 718. The Company has granted employees the right to receive shares of the Company's Class A common stock, subject to the terms of executed employee equity agreements. The Company recognizes the fair value of equity awards granted as compensation expense over the vesting period. The fair value of common stock awards is measured at the grant date and recognized as compensation expense over the requisite service period, generally on a straight-line basis, as the related shares vest or become issuable. Shares that are fully vested upon issuance are expensed at the grant date or issuance date, as applicable. Unvested or unissued shares subject to continued service are expensed over the applicable vesting period. Upon issuance of vested common shares, the Company records the related equity in common stock and additional paid-in capital, as applicable. For awards forfeited before vesting, the Company reverses previously recognized compensation expense to the extent required under ASC 718. The Company recognizes related tax effects, including deferred tax assets or liabilities, as appropriate.
Other Income
Other income is recognized when it is earned and when collection is reasonably assured and the Company's right to receive payment is established under the terms of the arrangement.
Marketing and advertising
The Company expenses marketing and advertising costs as incurred. Advertising and promotion expenses for the year ended December 31, 2025, and 2024 were $197 and $224, respectively.
Income taxes
The Company has elected to be taxed as a C-Corporation under the Internal Revenue Code and, as such, is subject to U.S. federal and state income taxes on its taxable income. The provision for income taxes consists of current tax expense as well as deferred tax expense or benefit, which results from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be realized or settled.
Note 3 - Cash and cash equivalents
2025	2024
$ 56,091	$ 98,009
$ 56,091	$ 98,009

Bank Balances


3.1	Bank balances include balances maintained in business checking account at Blue Vine Banking, generating an interest at a rate of 1.3% per annum.
Note 4 - Common Stock
During the year ended December 31, 2025, the Company amended and restated its Certificate of Incorporation to increase the number of authorized shares of common stock from 10,000,000 shares to 80,000,000 shares and to change the par value of common stock from $0.00001 per share to $0.0001 per share. The par value change resulted in a reclassification within stockholders' equity from additional paid-in capital to common stock, with no impact on total stockholders' equity.
As of December 31, 2025, a total of 7,830,000 shares of Class A common stock were outstanding, which were owned as follows:

Name of Shareholder	No. of Shares	Shareholding Percentage
Andrew Montgomery	5,100,000	65.13%
Mark Willoughby	2,400,000	30.65%
Andy Lai	300,000	3.83%
Michelle Phanthongphay	30,000	0.38%

As of December 31, 2025, no shares of Class B common stock had been issued (see Note 5 - Stock Compensation and Note 6 below regarding the Company's planned Regulation A, Tier 2 offering of Class B common stock).
Shares of Class A common stock have the following rights and privileges:
Voting - The holder of each share of common stock is entitled to one vote per share held.
Dividends - Common stockholders are entitled to receive dividends, if and when declared by the Management, subject to the rights of holders of all classes of stock outstanding having priority rights as to dividends.
Class B common stock (Regulation A Offering)
On December 22, 2025, the Company's Board of Directors approved a Regulation A, Tier 2 offering of up to 40,000,000 shares of its Class B common stock. The Class B Shares are non-voting except as required by law. As of December 31, 2025, no shares have been issued under this offering, and the offering had not yet been qualified by the U.S. Securities and Exchange Commission.
Note 5 - Stock Compensation
On November 12, 2025, the Board of Directors of Accrew, Inc. approved an equity award of 1,200,000 shares of common stock to the Company's Chief Technology Officer, subject to a multi-year vesting schedule with annual service-based vesting tranches. The award vests in four equal annual tranches of 300,000 shares each. The first tranche is fully vested upon issuance after the effective date, and the remaining three tranches vest on the first, second, and third anniversaries of the effective date, subject to continued service. The Company recorded $270 of compensation expense related to stock vested in fiscal year 2025. As of December 31, 2025, the total compensation expense not yet recognized related to non-vested stock was $810.
The Company estimated the fair value of equity awards on the date of grant using the Probability-Weighted Expected Return Method ("PWERM") and Option Pricing Method ("OPM") valuation model and the following assumptions:
Fair value of Common Stock: 2025
Assumption	Value
Pre-DLOM fair value per share	$ 0.0015
Expected time to liquidity event	5 years
Risk-free interest rate	4.20%
Expected volatility of the Company's stock	72.5%
Discount for Lack of Marketability (DLOM)	39%
Fair value of Common Stock per share	$ 0.0009

Note 6 - Future Equity Obligations
The Company had issued Simple Agreements for Future Equity ("SAFEs") as a form of financing. These instruments do not have a stated maturity date, do not accrue interest, and remain outstanding until a defined triggering event occurs.
Under the terms of the SAFEs, the holders are entitled to receive equity in the Company upon the occurrence of a qualified equity financing, at a conversion price reflecting a 85% discount to the price paid by investors. In the event of a liquidity or dissolution event, holders are entitled to receive either a cash-out amount equal to the original investment or the value of equity at the discounted price, subject to liquidation preferences.
As of December 31, 2025 and 2024, no SAFEs have been converted, terminated, or otherwise settled, and all remain outstanding in accordance with their terms.
Note 7 - Operating Expenses
	2025 ($)	2024 ($)
Software and platform charges (7.1)	62,051	10,351
Contract Labor	21,832	5,558
Memberships and Subscriptions	3,123	2,321
Insurance	1,689	1,708
Legal and professional	34,440	-
Employee stock compensation	270	-
Miscellaneous	172	977
Total	$ 123,577	$ 20,915

7.1 During 2025, the Company entered into arrangements with a third-party banking-as-a-service provider in connection with the planned launch of its financial technology platform. In connection with the arrangement, the Company paid approximately $50,000 as a non-refundable upfront co-pay/set-up fee to access a financial assistance/value package and related hosted BAAS services (see also Note 12 - Contingencies and Commitments).
Note 8 - Marketing and Advertising
2025	2024
$ 197	$ 224

Marketing and Advertising




	2025	2024
Refund on contract termination (9.1)	$ 0	$ 12,000
Interest income	$ 1,111	$ 1,904
	$ 1,111	$ 13,904
Note 9 - Other Income

9.1	This amount was returned by the Solid Financial as a result of termination of contract. These obligations were initially recognized as expense in prior reporting years.
Note 10 - Income Taxes
The provision for income tax is summarized below:
10.1	Current and deferred tax expense
	2025	2024
Current tax:
-	Federal	$ 0.00	$ 0.00
-	State	$ 0.00	$ 0.00
Total Current Tax Expense	$ 0.00	$ 0.00

Deferred tax:
Deferred tax (income)/expense	$ (36,431)	$ (2,149)
Deferred tax assets valuation allowance	$ 36,431	$ (2,149)
Income tax expense (net) 	$ -	-

10.2	Deferred tax asset / (liability)
	2025	2024
The net deferred tax asset or liability include the following:
Deferred tax asset	$ 38,580	$ 2,149
Deferred tax liability	-	-
	$ 38,580	$ 2,149
Less: Deferred tax assets valuation performance	$ (38,580)	$ (2,149)
Net deferred tax asset	$ -	$ -

A valuation allowance totaling $38,580 as of the year-end has been established for deferred income tax assets primarily related to unused tax loss carryforwards that may not be realized. Realization of the net deferred income tax assets is dependent on generating sufficient taxable income prior to their expiration.
10.3	Schedule of temporary differences
Temporary differences that give rise to the net deferred tax asset as of 2024 and 2023 year-ends are as follows:
	2025	2024
Unused tax loss	$ (38,580)	$ (2,149)
Deferred tax asset	$ (38,580)	$ (2,149)
Less: Deferred tax assets valuation performance	$ 38,580	$ 2,149
Net deferred tax asset	$ -	$ -

Note 11 - Related Party Transactions
Transactions with related parties	Relationship	2025	2024
SAFE issued - Andrew Montgomery	CEO/Chairman of Board	$ 80,475	$ -
Contract Labor - Andy Lai	Shareholder (Chief Technology Officer)	$ 21,807	$ -

Note 12 - Contingencies and commitments
12.1 Contingencies
There were no material contingencies known as of the date of the balance sheet.
12.2 Commitments
During the year ended December 31, 2025, the Company entered into a Banking-as-a-Service ("BaaS") and strategic platform services agreement with a third-party provider to support the Company's financial services operations, including banking infrastructure, payment processing, compliance support, card issuance, customer onboarding, and related technology services.
Under the agreement, the Company is subject to implementation fees, minimum monthly service fees, transaction-based processing charges, and other usage-based costs. The agreement includes implementation fees of approximately $500,000 and minimum monthly service commitments of approximately $15,000.
In connection with the agreement, the Company may receive implementation support and financial assistance from the service provider. Such amounts are recoverable through future economic participation and interchange-related revenues generated by the platform, which management evaluates under U.S. GAAP for appropriate accounting treatment.
Note 13 - Concentration of credit risk
The financial instruments that potentially subject the Company to credit risk include cash at the bank. The Company's cash balances are maintained at a reputed financial institution where the accounts are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of December 31, 2025, the Company had no uninsured cash deposits. The Company believes that these assets are not exposed to any significant credit risk.
Note 14 - Pre-launch Operations
The Company was incorporated in 2021 and has since been focused on building its platform and developing innovative banking features for its members in the U.S. In 2023, the Company initiated a SAFE funding round, which continued into 2024 and 2025 to support product development and operational setup.
As of December 31, 2025, the Company had not commenced live operations and, accordingly, did not generate revenue during the period. The Company remains in its pre-operational stage while progressing toward the launch of its member-focused financial technology platform.
The Company intends to pursue a Regulation A (Reg A) funding round to further support its launch and growth initiatives. With its emphasis on member empowerment, financial enlightenment, and technology-driven banking features, the Company expects to commence revenue-generating activities in future periods once its platform goes live.
Note 15 - Subsequent Events
The Company evaluated subsequent events through May 13, 2026, which is the date the financial statements were available to be issued. The Company determined that there were no material subsequent events requiring recognition or disclosure in the financial statements.
Note from the Company
These financial statements and notes provide a snapshot of Accrew's financial position as of year-end 2025, when it was pre-revenue, and they reflect the Company's SAFE financing (including a 2025 SAFE investment by its CEO), a stock-based compensation award to its Chief Technology Officer, and a new banking-as-a-service and strategic platform services commitment entered into during 2025. Prospective investors should note that past financial results primarily reflect development-stage expenses and do not indicate how the Company will perform once operational. The absence of revenue, the increased net loss, the decline in cash to $56,091, and the Company's new fixed and minimum payment commitments described in Note 12 are each factors that should be considered together with "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" above. The successful execution of our business plan (and thus improvement of financial results) depends on the success of this offering.

UNAUDITED INTERIM FINANCIAL INFORMATION (FROM JANUARY 1, 2026 TO JUNE 30, 2026)
The following unaudited interim financial information has been prepared by management and applies to the time period from January 1, 2026, to June 30, 2026. This interim financial information has not been audited or reviewed by an independent registered public accounting firm and should be read together with our audited financial statements as of and for the years ended December 31, 2025, and December 31, 2024, and the related notes, included above. In the opinion of management, this interim financial information is a fair presentation of the Company's financial position as of June 30, 2026. Financial information for the six-month period are not necessarily indicative of results to be expected for the full year ending December 31, 2026.

Interim Balance Sheet (Unaudited)

Assets	January 1 - June 30, 2026 (unaudited) 	2025 (audited)
Current Assets:
Cash and cash equivalents	$34,381	$ 56,091
Total current assets	$34,381	$ 56,091
Non-current Assets:
(No non-current assets)	-	-
Total assets	$34,381	$ 56,091

Liabilities and Stockholders' Equity	January 1 - June 30, 2026 (unaudited) 	2025 (audited)
Current Liabilities:
Accounts payable and accrued liabilities	$ -	$ -
(No material current liabilities)	$ -
Total liabilities	$ -	$ -
Stockholders' Equity:
Common stock 	$ -	$ 783
Additional paid-in capital (APIC)	$ 13,318	$ 12,880
Owner's Equity	$ 75.20	-
Future equity obligations (SAFE proceeds)	$331,705 *	$ 287,705
Accumulated deficit	$(310,717)	$ (245,277)*
Total stockholders' equity	$34,381	$ 56,091
Total liabilities and equity	$34,381	$ 56,091

* Future equity obligations (SAFEs)  -  pending disclosure. From January 1, 2026, to June ,30, 2026, the Company raised approximately $44,000 of additional proceeds using SAFEs, bringing the cumulative total raised since 2022 to $331,705. As of the date of this Offering Circular, the Company has not yet confirmed the identity of the investor(s) in this additional SAFE financing or whether any such investor is an Insider (as defined in "Interest of Management and Others in Certain Transactions"), and accordingly has not yet made a related-party determination with respect to this transaction. This disclosure, including any required related-party transaction disclosure, will be completed and this amendment updated accordingly before it is filed with the Commission.

* The amounts presented above for common stock, additional paid-in capital, and accumulated deficit as of December 31, 2025, reflect two adjusting entries recorded in connection with the Company's fiscal year 2025 audit (an aggregate net effect of less than $1,000, consisting of a $270 stock-based compensation entry and a $678 reclassification between common stock and additional paid-in capital related to the Company's Amended and Restated Certificate of Incorporation). These adjustments had not yet been recorded in the Company's internal bookkeeping records as of June 30, 2026. Management intends to record them in the ordinary course; however, they are not reflected in the June 30, 2026, calculations.
Basis of Presentation

This unaudited condensed interim balance sheet was prepared on the accrual basis from management-provided accounting records and should be read together with the audited December 31, 2025 financial statements and related notes.

Common stock and additional paid-in capital reflect management's representation that those balances were unchanged from December 31, 2025. The prior-period accumulated deficit and the six-month 2026 net loss are combined within accumulated deficit.

SAFE instruments remain presented within stockholders' equity, consistent with management's requested carryforward treatment. Final classification under applicable U.S. GAAP should be confirmed by the independent accountant in the Company's year end financial statements.

Management represented that all expenses incurred through June 30, 2026 were paid and that no accounts payable remained outstanding Baat period end. No net deferred tax asset is presented because the assumed deferred tax asset is fully offset by a valuation allowance.

Interim Statement of Operations (Unaudited)

Accrew, Inc.	Six Months Ended June 30, 2026 (Unaudited)
Revenue	$0
Operating Expenses
Contract labor	$13,440
Legal and accounting services	$22,190
Platform fees	$25,508
Memberships, subscriptions, and general business expenses	$1,160
Insurance	$710
Software and apps	$2,300
Sales and marketing	$48
Commissions and fees	$3
Franchise taxes	$668
Total Operating Expenses	$66,027
Net Operating Loss	$(66,027)
Other income (interest earned)	$318
Net Loss	$(65,709)

The unaudited interim expense categories above are presented as recorded in the Company's internal bookkeeping records and differ in presentation from the categories used in the audited financial statements above (for example, "franchise taxes" and "commissions and fees" did not appear as separate captions in fiscal year 2025). Management expects to conform interim and annual expense presentation in future periods. No revenue was generated during the six months ending June 30, 2026, consistent with the Company's pre-revenue, pre-launch status described elsewhere in this Offering Circular.

Basis of Presentation
This unaudited condensed interim statement was prepared on the accrual basis from management-provided accounting records. It should be read together with the audited financial statements and related notes for the year ended December 31, 2025.
No income tax benefit is recognized in this interim presentation. Based on cumulative losses and the absence of sufficient positive evidence of realization, net deferred tax assets are assumed to be fully offset by a valuation allowance, subject to the independent accountant's final ASC 740 analysis.




EXHIBIT INDEX
Exhibit Number 	Description
2.1	Amended & Restated Certificate of Incorporation of Accrew, Inc.
2.2 	Bylaws
6.1 	Mbanq Banking as a Service Agreement
6.2	Kore Transfer Agent Agreement
12 	Opinion regarding Legality




SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, Chicago, Illinois, on December 22, 2025.
ACCREW, INC.
By:	/s/ Andrew Montgomery
Name:	Andrew Montgomery
Title:	Chairman of the Board of
Directors and Chief
Executive Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated.
Signature	Title	Date

/s/ Andrew Montgomery
Chairman of the Board & CEO
09/10/2026

/s/ Mark Willoughby
Secretary and Treasurer of the Board
09/10/2026

/s/ Barbara Montgomery
Director of the Board
09/10/2026