Recruiter.com Group, Inc. Warrant SEC Filings

JPMorgan Chase Financial Company LLC is offering unsecured, unsubordinated Auto-Callable Contingent Interest Notes linked to the MerQube US Large-Cap Vol Advantage Index (“the Index”). The notes are expected to price on or about 3 July 2025, settle on 9 July 2025 and mature on 7 July 2028, unless automatically called earlier.

Coupon mechanics: Investors receive a monthly Contingent Interest Payment of at least 1.05% (≥12.60% p.a.) for each Review Date on which the Index closes at or above the Interest Barrier (60% of the Initial Value). No coupon is paid for months in which the barrier is breached.

Automatic call: Beginning 5 January 2026, if the Index closes on any Review Date (excluding the first five and the final Review Date) at or above its Initial Value, the notes are redeemed for $1,000 principal + accrued coupon. Early redemption shortens the maximum 3-year term.

Principal repayment: • If not called and the Index closes on the final Review Date at or above the Trigger Value (also 60% of the Initial Value), investors receive principal plus final coupon.
• If the final Index level is below the Trigger, repayment equals $1,000 + ($1,000 × Index Return), exposing holders to a loss of more than 40% – up to 100% – of principal.

Underlying index features: The Index is a rules-based strategy targeting 35% implied volatility through variable (0-500%) exposure to E-mini S&P 500 futures. Performance is reduced by a 6.0% per-annum daily deduction, creating a structural drag relative to a similar index without the fee.

Key risk disclosures (verbatim from filing):

• No principal protection; substantial loss possible if Index falls >40%.
• Coupons are contingent; investors may receive no interest at all.
• 6% daily deduction can erode Index performance.
• Credit risk of JPMorgan Financial (issuer) and JPMorgan Chase & Co. (guarantor).
• Notes will not be listed; liquidity depends on JPMS’ willingness to make a market.
• Estimated value on pricing is expected to be ≈$951.50 (not less than $930) per $1,000 note, below the public offering price, reflecting selling commissions and hedging costs.

Economic terms snapshot:

• Denomination: $1,000.
• Contingent Interest Rate: ≥12.60% p.a. (monthly).
• Interest Barrier / Trigger Value: 60% of Initial Value.
• First potential call: 5 Jan 2026.
• CUSIP: 48136FEW8.

These structured notes suit investors seeking high contingent income and willing to accept equity-linked downside, Index methodology risk, daily deduction drag and issuer credit exposure.