Disclaimer

Last Updated: April 2026

  1. FORWARD-LOOKING STATEMENTS

This pitch deck and all accompanying materials contain forward-looking statements regarding the Habitat Learning Centre network, including but not limited to: 

    • Financial projections (revenue, EBITDA, margins)
    • Growth targets (number of partner centres, market expansion)
    • Valuation assumptions and exit scenarios
    • Market size estimates and growth rates
    • Competitive positioning and market share assumptions

 These forward-looking statements are based on current expectations, assumptions, and beliefs as of the date of this document and are subject to risks, uncertainties, and changes in circumstances.

Key Assumptions Underlying Projections:

    • Market Growth: Singapore tuition market growing at 5.1% CAGR (2025–2028)
    • Partner Recruitment: 20 partner centres by Year 3
    • Revenue per Centre: Average SGD 600K–800K annually
    • Licensing Fee: 5% of partner centre revenue
    • Marketing Efficiency: Centralized marketing reduces individual centre costs from 12% to 5%
    • Exit Valuation: SGD 70–90M at 12–14x EBITDA multiple
    • Exit Timeline: Year 3 via SGX Catalist listing or PE trade sale

 None of these projections are guaranteed. Actual results may differ materially from projections due to market conditions, regulatory changes, competitive pressures, and execution risks. 

  1. NO GUARANTEE OF RETURNS

Investment in the Brand is speculative and involves substantial risk of loss.

    • There is no guarantee that the company will achieve projected financial results
    • There is no guarantee of a successful exit (IPO, trade sale, or otherwise)
    • There is no guarantee of investor returns or liquidity
    • Investors may lose their entire investment

The projections presented are based on management assumptions and do not represent a commitment or guarantee of future performance. 

  1. RISKS AND UNCERTAINTIES

Market Risks

    • Singapore tuition market may not grow at projected rates
    • Competitive pressures from larger education companies (e.g., MindChamps, The Learning Lab)
    • Economic downturn may reduce demand for private tuition
    • Regulatory changes in education sector may impact operations

Operational Risks

    • Difficulty recruiting and retaining quality partner centres
    • Inability to achieve centralized marketing efficiency targets
    • Quality control challenges across distributed network
    • Teacher recruitment and retention challenges
    • Technology platform development delays or failures

 Financial Risks

    • Higher-than-projected operating costs
    • Lower-than-projected revenue per centre
    • Inability to achieve projected EBITDA margins
    • Cash flow constraints limiting growth investments

 Exit Risks

    • No guaranteed exit: There is no commitment from any buyer or exchange
    • Valuation uncertainty: Actual exit valuation may be significantly lower than SGD 50–75M
    • Timeline delays: Exit may take longer than 3 years or may not occur at all
    • Market conditions: IPO/trade sale market conditions may be unfavorable
    • Regulatory barriers: Nasdaq listing or PE transaction may face regulatory obstacles

 Regulatory & Compliance Risks

    • Changes to Singapore education regulations
    • Changes to foreign investment rules
    • Changes to employment or tax laws
    • Compliance failures in any partner centre
  1. COMPARABLE TRANSACTIONS DISCLAIMER

The comparable transactions referenced in this pitch deck (The Learning Lab, PSB Academy, MindChamps) are provided for informational purposes only and do not represent:

  • A guarantee that the Brand will achieve similar valuations
  • A commitment from similar buyers or acquirers
  • Precedent for Brand’s exit valuation
  • Comparable business models or market conditions

The Brand’s actual valuation may be significantly lower or higher than comparables depending on:

  • Network growth and profitability at exit
  • Market conditions at time of exit
  • Competitive landscape
  • Buyer interest and competition
  • Regulatory environment
  1. FINANCIAL PROJECTIONS DISCLAIMER

The financial projections presented (revenue, EBITDA, margins) are:

  • Based on assumptions that may or may not materialize
  • Subject to revision as business conditions change
  • Not audited or verified by independent third parties
  • Prepared by management without external validation
  • Illustrative only and not guarantees of future performance

Investors should not rely solely on projections when making investment decisions. Conduct independent due diligence and consult with financial and legal advisors.

  1. NO OFFER OR SOLICITATION

This pitch deck is provided for informational purposes only and does not constitute:

  • An offer to sell securities
  • A solicitation to buy securities
  • An invitation to invest
  • Financial or investment advice

Any investment in the Brand will be made pursuant to separate definitive agreements and legal documentation.

  1. CONFIDENTIALITY & RESTRICTED USE

This pitch deck and all accompanying materials are confidential and proprietary. Recipients agree to:

  • Not disclose this information to third parties without written consent
  • Not use this information for any purpose other than evaluating investment opportunity
  • Return or destroy all materials upon request
  • Maintain confidentiality indefinitely

Unauthorized disclosure or use may result in legal action.

  1. NO LIABILITY FOR RELIANCE

SUT Consulting Services and its officers, directors, employees, and advisors assume no liability for:

  • Inaccuracies or omissions in this pitch deck
  • Reliance on forward-looking statements or projections
  • Investment decisions made based on this information
  • Market or business developments not disclosed

Investors rely on this information at their own risk.

  1. REGULATORY COMPLIANCE

SUT Consulting Services attempts to comply with all applicable Singapore laws and regulations, including:

  • Securities and Futures Act (SFA)
  • Companies Act
  • Education Act
  • Employment Act
  • Data Protection Act

However, investors should verify regulatory compliance independently and consult with legal counsel before investing.

  1. CHANGES & UPDATES

This disclaimer and all accompanying materials may be updated, revised, or withdrawn at any time without notice. The most current version will be maintained on this official website.

  1. GOVERNING LAW

This disclaimer is governed by the laws of Singapore. Any disputes arising from this pitch deck or investment opportunity shall be resolved under Singapore law and jurisdiction.

  1. CONTACT & QUESTIONS

For questions regarding this disclaimer or the investment opportunity, contact:

 SUT Consulting Services Pte Ltd

 

ACKNOWLEDGMENT

By reviewing this pitch deck, you acknowledge that you have read, understood, and agree to be bound by this disclaimer. If you do not agree with any provision, please discontinue review and return all materials. 

This disclaimer is provided in English. In case of any conflict between the English version and any translated version, the English version shall prevail.