Offering/Service

Flameback Capital USA manages client securities portfolios on a discretionary basis. Our firm is granted discretionary authority in writing by the client at the outset of the advisory relationship. This authorisation gives our firm the authority to make automated recommendations for investment. The client’s authorisation will remain in full force and effect until expiration of the Investment Management Agreement from the client. Flameback Capital USA does not have discretionary authority to determine what broker-dealer to use or the amount of commissions that are charged by the broker-dealer or custodian.

Flameback does not have any relation or affiliation or understanding of sharing of brokerage or referral bonus or any other kind of commission with any brokers on its platform.

Flameback recommends appropriate investment strategies after assessing a client’s investment objective, risk tolerance and other preferences through a questionnaire (see below). Based on the questionnaire, Flameback recommends a suitable investment portfolio or strategy to a client. Investment portfolios are categorised according to low risk to very high risk, and client risk tolerance is quantitatively assessed through a methodology that assigns an aggregate score after assigning individual scores to questions about ability to take risk, willingness to take risk, liquidity requirements, time horizon and other relevant matters. A high aggregate score will mean a client has a high-risk tolerance; our risk tolerance scoring methodology is available here. Our Investment Policy Statement document recommends the appropriate asset allocation mix for a client, and we recommend an appropriate investment strategy after considering other factors such as investment amount, objectives, and client preferences.

Clients can also invest in portfolios and strategies with a risk score equivalent to or lower than their personal risk score.

Clients can update their responses to the risk questionnaire on the Flameback Capital website or contact us to reflect changes in their personal circumstances. Changes to the risk questionnaire responses could result in a change in a client’s risk score and thus the portfolios that a client is able to invest in.

Flameback advisory services are provided to investors who become clients after they sign an investment advisory agreement. Both potential and existing clients are urged to read carefully and consider whether such an agreement is suitable for their personal circumstances.

Clients interested in using Flameback Capital Advisory Services should know Flameback provides its investment advisory services primarily online, although it does make client support staff available for consultation as needed by clients on servicing and investment management issues. Clients should be able and willing to conduct most of their interactions with Flameback using electronic methods. In the Investment Advisory Agreement, they execute with Flameback, Clients agree to receive all documents, notices, and updates electronically by email or through their access to the Flameback Capital website accompanied by an email notice.

Performance data presented reflects hypothetical backtested results, not actual client trading. Past performance — whether actual or hypothetical — does not predict or guarantee future results. ALL INVESTMENTS INVOLVE RISK AND MAY LOSE MONEY, INCLUDING LOSS OF PRINCIPAL AND A REDUCTION IN EARNINGS. INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENTS IN ANY FLAMEBACK PORTFOLIOS OR STRATEGIES.

Flameback uses its best judgment and good faith efforts in rendering services to clients, but it cannot warrant or guarantee any level of account performance, or that any account will be profitable over time. Not every investment decision or recommendation made by Flameback Capital will be profitable. Flameback clients assume all market risk involved in the investment of account assets under the Investment Advisory Agreement and understand that investment advice provided by Flameback is subject to various market, currency, economic, political, and business risks. There can be no assurance that an investment in one or more Flameback portfolios or strategies or other recommended investment products or any actual performance shown on the Flameback website, or any other electronic or printed material, will lead to the same results in the future or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that all Flameback clients experienced such returns.

System response and account access times may vary due to a variety of factors, including trading volumes, market conditions, system performance, and others.

Flameback Suitability Recommendation and Investing

Portfolios and strategies available for investment on the Flameback Capital platform may not be suitable for all investors. Flameback recommends strategies and portfolios to clients it deems suitable based on the objective, risk tolerance, financial situation and preferences based on clients’ responses in the questionnaire.

Therefore, the investment advice provided to clients is highly dependent on the accuracy of the information provided to Flameback Capital by its clients. If a client provides inaccurate information, then the quality of advice might be affected. Also, failure by Flameback Capital or clients to regularly update the information to reflect changes to a client’s financial situation or objectives or preferences might lead to the portfolio advice being provided not being entirely suitable to changed circumstances. Flameback Capital will periodically prompt clients to redo the questionnaire to keep track of changes in clients’ priorities and circumstances.

The advice that Flameback Capital provides is limited to the responses and information based on the client questionnaire on our website or other platforms. There may be additional information not asked for in our questionnaire that could be important but is not considered in the investment advice provided by Flameback. Also, Flameback recommendations are limited to the investment options provided by Flameback, and these options might not be the best option for the client. Also, Flameback does not consider other important considerations such as taxation, retirement planning, financial planning, estate planning, insurance or other important factors, which affect appropriate investment advice. Clients may choose to contact another financial advisor to discuss additional information or alternative investment options and to get advice on tax planning, estate planning, retirement planning and insurance advice.

Client Account Performance Returns

Performance data presented reflects hypothetical backtested results, not actual client trading. Past performance — whether actual or hypothetical — does not predict or guarantee future results.

Periodic and since inception performance returns for portfolios are strategies that are calculated on every trading day and presented after calculation and consideration of dividends, fees, and trading costs.

For client accounts, periodic and since inception returns are updated at the end of the day on every trading day. Performance of client accounts is calculated on a time-weighted basis.

We rely on mathematical formulas, computer programs, and pricing information from third-party vendors to provide these returns. Neither Flameback Capital nor any of its data or content providers shall be liable for any errors in the information or any action by you in reliance upon this information.

Model Portfolio and Model Strategy Performance

The performance charts are provided for informational purposes only and should not be used as the basis for making an investment decision.

None of the model portfolio or model strategy information displayed on performance in the Flameback Capital website, app, Smallcase and other materials is based on the actual performance of any client account investing in any portfolio.

Performance of the Model Portfolio and Model Strategy on each portfolio page is calculated daily on a time-weighted basis and applied retroactively to the present.

The Performance graph, statistics, and indicators for each portfolio and strategy on the Flameback website and other general content are simulated and do not consider dividends, fees, trading costs, and other charges.

Client account performance may differ from the performance of the Model Portfolio displayed on the public website or other platform. Client’s portfolio may be higher or lower than the model portfolio because of the timing of the investment and the difference in the purchase price between the two accounts. The other reasons why there might be a difference are due to restrictions imposed by the client resulting in a different account holding, investment amount, frequency and size of investments and withdrawals, trading costs, slippage, and corporate actions.

Limitations of Using Model Portfolios

Information on our model portfolio and model strategy performance contains hypothetical data and hence should be considered with caution because:

• Hypothetical performance results have many inherent limitations, some of which are described below. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown.

• In fact, there are frequently sharp differences between hypothetical or simulated model performance results and the actual results subsequently achieved by any particular model portfolio or strategy.

• One of the limitations of hypothetical performance results is that they are generally prepared with the benefit of hindsight.

• Also, model performance and historical backtests might not reflect actual trading environment experience as they do not calculate slippage, market impact costs, actual transaction costs, etc.

• In addition, hypothetical trading does not involve financial risk, and no hypothetical trading record can completely account for the impact of financial risk in actual trading. For example, the ability to withstand losses or to adhere to a particular portfolio or strategy in spite of trading losses are material points which can also adversely affect actual investment and trading results. There are numerous other factors related to the markets in general or to the implementation of any specific investment portfolio or strategy which cannot be fully accounted for in the preparation of hypothetical performance results and all of which can adversely affect actual trading results.

• This model portfolio performance record is hypothetical, and these individual strategies have not traded together in the manner shown in the model portfolios. Hypothetical performance results have many inherent limitations, some of which are described below.

Trade Execution

Flameback Capital advises clients to replicate or mirror their investment accounts with the recommended model portfolio and strategy. Clients choose the specific portfolios and strategies and may reserve or block the specific investment amounts from being made from their brokerage accounts. While Flameback Capital aims to replicate client portfolios with the model portfolios as closely as possible, it cannot guarantee that it will be able to replicate the portfolios in part or in whole and achieve the same performance as the model portfolio and strategy. This is due to several factors such as:

• Delayed or no authorisation by the client to execute trades.

• The timing of the client’s initial investment and subsequent additions and withdrawals to the account.

• Restrictions placed by the client or another third party, such as a bank or financial institution, for trading on the client’s investment account.

• Delay in receipt of portfolio data.

• Client actions in their brokerage account such as selling investments purchased on recommendation of Flameback Capital prematurely or adding or withdrawing funds without informing Flameback Capital or doing it via Flameback’s process on the web application.

• Any corporate action that affects the stock that the client is holding.

• Any disruption to Flameback’s ability to provide investment advice and execute trades on the client’s accounts promptly.

Investment Risk Warning

• The value of investments and the income derived from them can go down as well as up, and the value of your portfolio at any given point in time cannot be guaranteed. Upon withdrawal or redemption, you may receive back less than the amount originally invested. Performance data presented reflects hypothetical backtested results, not actual client trading. Past performance — whether actual or hypothetical — does not predict or guarantee future results.

Exchange-Traded Fund (ETF) Risks

Portfolios and strategies incorporating Exchange-Traded Funds (ETFs) are subject to specific structural and market risks, including but not limited to:

• Tracking Error Risk: An ETF’s performance may not exactly replicate the performance of its underlying benchmark index due to management fees, execution drag, transaction costs, cash holdings, or temporary positioning mismatches.
• Premium/Discount to NAV: ETF shares trade on public exchanges at market prices, which may fluctuate above (at a premium) or below (at a discount) the fund’s actual Net Asset Value (NAV). Discrepancies may widen during periods of extreme market volatility or liquidity stress.
• Underlying Liquidity Risk: The liquidity of an ETF is tied directly to the liquidity of its underlying constituent securities. In times of market disruption, illiquidity in underlying holdings can result in wider bid-ask spreads, higher execution costs, or trading halts.
• Concentration & Index Risk: Strategies focused on specific asset classes, sectors, or factors may be heavily exposed to the performance of a concentrated group of underlying holdings or sub-indices.
• Rebalancing & Execution Costs: Periodic index rebalancing, strategy re-alignments, and portfolio turnover may generate brokerage fees, bid-ask spread costs, and tax implications that impact net returns.

General Market & Macroeconomic Risks

• Investments remain subject to broad systemic risks, including economic slowdowns, shifting government and monetary policies, interest rate fluctuations, regulatory changes, and geopolitical events beyond the control of Flameback Capital or its affiliates.

• Flameback Capital is only the name of the Firm and does not in any manner indicate either the quality of the advice under the service or its prospects and returns.

• ‘Trading Strategy’ or use of the word ‘Quant Equity’, ‘Rapidfire’ or any other word used to brand or name a service, product or research developed by Flameback Capital or its partner is only a name or work of branding and does not indicate quality or advice or its prospects or return.

• Flameback Capital is not responsible or liable for any loss or shortfall resulting from the information provided or operation of the Services.

• Clients of any of Flameback Capital’s products are not being offered any guaranteed/assured returns.

• Clients shall understand that the statements/presentation cannot disclose all the risks and characteristics.

• Back-tested performance is provided for informational purposes only to indicate historical performance had Flameback Strategies been available to investors.

• Actual investors may experience different results from the hypothetical results shown.

• There is a potential for loss that is not reflected in the hypothetical information portrayed.

• The hypothetical back-tested performance results shown do not represent the results of actual trading using client assets but were achieved by means of the retroactive application of a model designed with the benefit of hindsight.

• Please consult us or any other RIA if you have any doubts or feel uneasy about investing in volatile assets.

Conflicts of Interest

• Flameback Capital has numerous investment portfolios and strategies, and in each of these portfolios and strategy the logic, methodology, approach differs and; hence, the investment advice and investment portfolios will also differ. For example, Hypothetical Portfolio A can recommend purchasing a particular security, while at the same time, Hypothetical Portfolio B might recommend selling the same particular security. This is because each portfolio or strategy is different.

• All investment recommendations provided by Flameback Capital are based on the underlying algorithm or investment model or due to an action initiated by the client.

• Other clients’ investment accounts and funds advised or managed by Flameback Capital directly or indirectly might have contrary investment positions to advice provided by Flameback Capital to clients through a particular investment portfolio. However, these are investment positions based on recommendations of another portfolio or strategy.

• The proprietary investment accounts of Flameback Capital and its subsidiaries and affiliates are used mainly to test investment strategies or the functioning of our technology capabilities and troubleshoot issues. These are typically in amounts that are not significant.

• All directors, employees, relatives of employees and directors and other direct affiliates of Flameback Capital are restricted from trading prior to investment and trading recommendations being disseminated to clients. In fact, they are encouraged to invest in passive investment securities.

• However, if any employee, director, relatives of employee and directors, and other direct affiliates of Flameback Capital are fee-paying clients and have signed the Investment Advisory Agreement, then they are treated on par with any other client

Model Portfolios & Hypothetical Strategy Disclosure

Hypothetical Performance & Model Strategies

Strategy allocations, including the Core Growth Strategy (Model Portfolio A) and the Tactical Multi-Asset Strategy (Model Portfolio B), represent hypothetical model allocations rather than actual investor accounts. Model performance results are inherently limited, do not represent actual trading, and do not reflect the impact that material economic or market factors may have had on an adviser’s decision-making if client funds were actively managed. Performance data presented reflects hypothetical backtested results, not actual client trading. Past performance — whether actual or hypothetical — does not predict or guarantee future results.

Personal Trading & Rule 204A-1 Cross-Reference

Personal Trading & Code of Ethics

Flameback Capital USA, Inc. maintains a comprehensive Code of Ethics in accordance with Rule 204A-1 under the Investment Advisers Act of 1940. The Code establishes standard fiduciary obligations, pre-clearance requirements, and mandatory reporting protocols to prevent potential conflicts of interest.

Access Persons: Supervised persons designated as Access Persons must submit initial and annual holdings reports, as well as quarterly transaction reports, for all reportable securities in which they maintain a direct or indirect beneficial ownership interest.

Restrictions: Personal transactions are subject to blackout periods and pre-trade authorisation to ensure client transactions always take priority.

Availability: A complete copy of our Code of Ethics is available to clients and prospective clients upon written request.