Risk Disclosure

DeepSnow is at the research-and-development stage. We have not yet commercialised SL6733; revenue is concentrated in a small number of pilot counterparties; and a material portion of our forecast value depends on a small number of technical, regulatory, and commercial milestones that have not yet been achieved. Any single material setback — a failed pilot result, an unfavourable regulatory ruling, a key supplier disruption, the loss of a single anchor customer, or a delay in incorporating DeepSnow Srl — could materially impair the value of an investment, a licence, or a commercial relationship.

Performance metrics published for SL6733 — including the targeted +3 °C wet-bulb advantage, 300–500 additional operating hours per resort per season, the modelled 30–50% additional snow yield per cubic metre of water, and the modelled EBITDA contribution per resort — are derived from controlled laboratory measurements (AF4-MALS molecular-weight verification, splat assays for ice-recrystallization inhibition, freeze-thaw characterisation), third-party scientific literature, and engineering models. These metrics may not be replicated in real-world resort conditions, which vary by water-source mineral content, ambient humidity, pump pressure, snowgun design, and operator practice. The DS-100 (sAFGP) and DS-400 (ice-rink) pipeline candidates are in earlier-stage discovery and may not progress to commercial product. Synthesis processes may fail to scale within the cost envelope assumed in our economics models.

SL6733 is being engineered to qualify under existing EU polymer-exemption frameworks (Regulation (EC) No 1907/2006, REACH) and equivalent regimes (including the U.S. Toxic Substances Control Act and the EU Biocidal Products Regulation, where applicable). Qualification depends on, among other things, residual-monomer thresholds, molecular-weight characterisation, biodegradability data, ecotoxicological profile, and the absence of adverse environmental effects at expected application rates. Regulatory frameworks evolve — Snomax, the incumbent biological additive, is restricted across France (2005 moratorium), Austria, and Bavaria; a comparable regulatory shift could be applied to synthetic-polymer additives in the future. Cold-chain adjacent verticals (food, biologic, cryopreservation) are subject to additional sector-specific regimes including EU Regulation (EC) No 1935/2004 (food contact), EFSA guidance, EMA / ATMP pathways, FDA pathways, and equivalent national rules. Compliance is costly, time-consuming, and outcome-uncertain.

DeepSnow’s commercial value depends on the validity, enforceability, and freedom-to-operate position of the polymer and software IP held by DeepSnow. Patent prosecution may be unsuccessful or result in narrower claims than expected; granted patents may subsequently be invalidated. Competitors may assert IP — including (without limitation) Lontra Bio’s antifreeze-protein claims (WO2024258965A2) and other landscape positions — that could restrict our freedom to operate in specific fields, geographies, or use-cases. Trade-secret protection may be inadvertently lost through employee turnover, supplier disclosures, or improper publication. Licensing revenue depends on the willingness and ability of counterparties to pay royalties, comply with audit obligations, and refrain from "designing around" or sub-licensing without consent.

Initial commercial revenue is expected to come from a small number of EU Alpine resorts in the 2027/28 and 2028/29 seasons. The loss of any single anchor customer, or a sector-wide ski-industry downturn driven by weather, energy prices, regulatory action, or shifts in consumer demand, could materially impact revenue. The competing incumbent (Snomax, where still permitted) and adjacent product positions (TWT ADS Snow Tech) retain installed-base and brand-recognition advantages that we may underestimate. Our pricing power is unproven, and resort operators may negotiate harder than our economics models assume.

SL6733 manufacture depends on speciality monomers and starch nucleators sourced from a small number of suppliers, including SNF Floerger for the FLOPAM AN 934 VHM component family. Single-source dependencies expose us to supplier insolvency, capacity reallocation, change in commercial terms, or geopolitical disruption. Scaling synthesis to commercial volumes may require capital investment in tolling or co-manufacturing arrangements that we have not yet secured. Quality-control failures at any point in the chain — residual-monomer specification, MW dispersity, microbiological contamination, packaging integrity — could trigger product recalls or regulatory enforcement.

DeepSnow is a small team. A material portion of the institutional knowledge — including the AI discovery-engine architecture, the SL6733 process know-how, the regulatory pathway strategy, and the commercial relationships with the EU pilot cohort — currently sits with the founder and a small number of operational leaders. The departure, incapacity, or sustained unavailability of any of these individuals would have a disproportionate effect on the business until depth is added through hiring, and hiring against our specifications (polymer chemistry, EU industrial-chemistry regulation, AI/ML for cheminformatics, EU commercial scale-up) is competitive and time-consuming.

Equity in SnowLabs Limited is not publicly traded and there is no established secondary market. Liquidity events depend on future commercial outcomes and management discretion. We may need to raise further capital to execute our roadmap; future rounds may dilute existing shareholders, may impose covenants or governance rights that restrict operational flexibility (such as protective provisions, drag-along/tag-along, board observer rights, or anti-dilution mechanisms), and may not be available on attractive terms — or at all. A failure to raise sufficient capital could force a sale of the business on adverse terms or an orderly wind-down.

Our reporting currency is EUR. A material portion of our cost base (including USD-denominated software, hosting, and consulting) and a portion of our expected revenue (USD or CHF from non-Eurozone resorts) is denominated in other currencies. Adverse FX movements may impact our economics. Wider macroeconomic factors — inflation, interest rates, energy prices, recession in the European Alpine tourism sector, climate-driven shifts in winter-season demand — may materially affect resort operator economics and our pipeline.

Resort operators are exposed to weather, regulation, energy prices, and tourism cycles. A pilot or commercial counterparty may fail to perform, default on royalty or service payments, breach exclusivity, enter insolvency, or be acquired by a strategic that elects to discontinue our product. Investor counterparties may fail to fund commitments or breach side-letters. We mitigate counterparty risk through staged commercial commitments, prepayment where possible, ongoing credit monitoring, and contractual remedies — but residual exposure remains and may be material.

Our principal product is bought by the snowmaking industry, an industry already under scrutiny for its environmental footprint, water and energy consumption, and contribution to Alpine ecosystem stress. Public sentiment, NGO campaigning, or further EU environmental legislation could constrain customer demand or the willingness of partners to be publicly associated with snowmaking additives. We mitigate this by engineering SL6733 to sub-WHO residual-acrylamide guidance thresholds and a biodegradable backbone, and by communicating openly about our environmental positioning — but residual reputational exposure remains and could be triggered by factors outside our control.

We rely on third-party infrastructure (hosting, email, analytics, the Investor Portal vendor, internal collaboration tools). A cybersecurity incident affecting us or any of our sub-processors — ransomware, credential theft, supply-chain compromise, zero-day exploit — could result in unauthorised access to confidential pilot data, investor materials, or personal data, with consequences including regulatory enforcement (GDPR fines up to the greater of €20M or 4% of group turnover), civil liability, contractual indemnification obligations, reputational harm, and operational disruption. AI-driven discovery is also exposed to model-poisoning, prompt-injection, or training-data-leakage risks specific to the technology we rely on.

Our group structure is designed against the tax law as it stands at the date of this Policy. Changes to Irish, EU, or international corporate-tax rules (including the OECD Pillar Two global minimum tax, EU ATAD provisions, transfer-pricing standards, and intellectual-property tax regimes such as the Irish KDB) could change the after-tax economics of our licensing model. Cross-border licensing, sub-licensing, and royalty flows are particularly exposed to withholding-tax rules and treaty changes. We do not provide tax advice; investors and licensees should obtain independent advice.

In the ordinary course of business we may become subject to claims, counter-claims, and proceedings — including IP infringement actions, regulatory enforcement, product-liability claims, employment disputes, contract disputes with pilot or supplier counterparties, and shareholder claims. Litigation is costly, time-consuming, distracting to management, and outcome-uncertain. Even successful defence can require significant management attention and capital. Some categories of liability (such as punitive damages in certain U.S. jurisdictions) may not be insurable.

We carry insurance commensurate with our stage — directors and officers, professional indemnity, general liability, and, once commercial deployment begins, product liability and environmental impairment. Insurance may not be available on commercially acceptable terms; coverage may exclude specific risks (intentional acts, certain product categories, cyber events with specific carve-outs); and limits may be insufficient against a catastrophic claim. An uninsured or under-insured event could be materially adverse to the business.

Our customers, suppliers, and counterparties operate across multiple jurisdictions including the EU, UK, Switzerland, the United States, and (increasingly) East Asia and the Middle East. Geopolitical events — armed conflict, trade disputes, sanctions actions by the EU, UK, US, or other bodies, sudden export-control reclassification of polymer-IP technology, restrictions on technology transfer, or local-content requirements — can materially affect our ability to operate, ship, or license. Our commitment to comply with all applicable export-control and sanctions regimes (see Terms § 15) may itself constrain the markets we can serve.

DeepSnow Srl is under formation as the group’s Italian operating entity. Until incorporation is completed and the requisite tax, regulatory, and commercial registrations are issued, no commercial activity should be transacted with an entity bearing that name. Delays or failures in incorporation — for any reason, including municipality of registration changes, capital-contribution sequencing, or shareholder-resolution timing — could push back the EU pilot programme and the broader 2026/27 commercial plan.

Statements on the Site about future events — including pilot timing, commercial revenue, EBITDA contribution, regulatory pathway, licensing pipeline, capital events, geographic expansion, and platform development — are forward-looking statements. They are based on the information available to us today and on management assumptions that may prove incorrect. Words such as "expect", "intend", "target", "plan", "anticipate", "project", "estimate", "model", and similar expressions identify forward-looking statements. Actual outcomes may differ materially from those projected. We do not undertake any obligation to update forward-looking statements after publication, except as required by applicable law.