Updated June 3, 2025
Confidential Disclosure & Disclaimer
The information and possible opportunity described in this Confidential Private Placement Memorandum (“PPM”)” is being made to accredited investors who by reason of their business and financial experience or specialized knowledge are capable of making investment decisions of this type as such term is defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) and does not constitute an offer or solicitation of an offer in any jurisdiction in which such offer or solicitation is not authorized. Before any investment consideration, each person must be determined qualified and receive a PPM. Any analysis presented herein is illustrative in nature, limited in scope, based on best available information and has limitations to its accuracy. The issuer recommends that potential and existing investors conduct thorough investment research of their own, including a detailed review of the offering documents and public information that may be available and consult a qualified investment advisor. The information upon which this material is based was obtained from sources believed to be reliable and reasonable efforts have been made to independently verify the same, but the issuer cannot guarantee its accuracy. Any opinions or estimates constitute the issuer’s best judgment as of the date of publication and are subject to change without notice. Statements, projections and examples made in this PPM and/or any accompanying financial projections should be considered forward-looking and subject to various substantial risks and uncertainties. Such forward-looking statements and/or projections are based on management’s beliefs and assumptions regarding information currently available and are made pursuant to the “safe harbor” provisions of federal securities laws. The Company’s actual performance and results could differ materially from those expressed in the forward-looking statements and/or projections due to certain risks and uncertainties that could materially impact the Company in an adverse fashion and are only predictions of future results, and there can be no assurance that the Company’s actual results will not materially differ from those anticipated in these forward-looking statements and projections.
THE INTERESTS OFFERED HEREBY ARE HIGHLY SPECULATIVE AND AN INVESTMENT IN THE OFFERING INVOLVES A HIGH DEGREE OF RISK. INVESTORS SHOULD BE ABLE TO WITHSTAND THE TOTAL LOSS OF THEIR ENTIRE INVESTMENT IN THE INTERESTS THAT ARE THE SUBJECT OF THIS PPM. THE COMPANY IS OFFERING THE INTERESTS SOLELY TO INVESTORS THAT SATISFY CERTAIN SUITABILITY STANDARDS, INCLUDING THE ABILITY TO AFFORD A COMPLETE LOSS OF THEIR INVESTMENT (SEE “RISK FACTORS”). THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY STATE REGULATORY AUTHORITY NOR HAS THE SEC OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PPM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE INTERESTS MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
PAST PERFORMANCE DISCLAIMER
Manager’s prior performance is not necessarily indicative of the performance that might be achieved by the Fund. Information about prior investments provided in this PPM, if any, refers to the prior investment experience of Management and its affiliates. Manager’s track record does not necessarily imply any level of future performance of the Fund. Manager’s prior investments were made under different market conditions than those that currently exist or will exist for the Fund. The future performance of the Fund will depend on future events and is, therefore, inherently uncertain. Past performance cannot be relied upon to predict future events for a variety of reasons, including, without limitation, varying business strategies, different investments, local and national economic circumstances, supply and demand characteristics, degrees of competition and other circumstances pertaining to the capital markets.
WE ARE NOT YOUR FINANCIAL ADVISOR
Managers do not act as your financial advisor nor do they offer financial or investment advice to you. To the contrary, prospective investors are encouraged to meet with their advisors to discuss and to ask questions and receive answers concerning the terms and conditions of this Offering.
YOU MAKE YOUR OWN INVESTMENT DECISIONS
Manager will be structuring many different investment opportunities each with its own investment terms. In order to keep each Member fully informed, Manager will provide written disclosure of each individual investment deal terms. You as the investor Member will decide in which real estate project you wish your investment capital to be allocated. You sign off on the deal terms and you remain in complete control of the investment decision.
FOR MORE INFORMATION please refer to the full Private Placement Memorandum in the investor portal.
