Proposed Disclosures for Reg D § 506(c) Offering

Accredited Investors Only / No Public Solicitation

• This offering is made pursuant to Rule 506(c) of Regulation D, under the Securities Act of 1933, as amended.
• Securities may be offered and sold only to “accredited investors.”
• Prior to any investment, you must represent that you are an accredited investor as defined under Rule 501(a) (e.g. having an income of $200,000 individually / $300,000 jointly in the past two years, or a net worth exceeding $1,000,000, excluding primary residence, or other qualifying criteria).
• We are relying on the exemption from registration under Section 4(a)(2) and Regulation D; the securities offered are not registered with the U.S. Securities and Exchange Commission (SEC) or any state securities commission.

Forward-Looking Statements / Projections

• The statements on this website regarding “projected 28–32% returns,” “MOIC of 3.4x–7x,” or similar performance or exit expectations are forward-looking statements. These projections are estimates based on assumptions and models and are not guarantees of future performance.
• Actual results may differ materially from those projections due to changes in market conditions, credit losses, interest rates, operational execution, regulatory changes, liquidity, or other factors.
• You should not rely solely on these statements as a promise or representation that such returns will be achieved.

Risk Factors & Potential Loss

• An investment in this offering involves a high degree of risk. You may lose all or a substantial portion of your investment.
• Some of the key risks include, but are not limited to: • Credit/default risk of borrowers in the loan portfolio; • Collateral value risk (i.e. deterioration, damage, lack of resale value); • Liquidity risk (lack of ability to exit or resell your securities easily); • Interest rate risk, economic downturns, macroeconomic changes; • Regulatory or legal risk (changes in laws affecting assistive technology financing, lending, securities, or taxation);
  • Operational risk (errors in underwriting, servicing, collection, fraud, management issues); • Concentration risk (if the portfolio is not sufficiently diversified across geographies, asset types, borrower segments); • Conflicts of interest and alignment of interests; • Limited or no market for resales or secondary trading; • Dilution risk (future equity issuances, conversion features, or financing rounds).
• Neither we nor any of our affiliates or agents make any representations or warranties (express or implied) as to the past performance, future results, or any projections contained herein.

No Guarantee / No Offering of Return

• Nothing on this website or in the marketing materials constitutes a promise or guarantee of return or principal preservation.
• Returns may vary, and investors should be prepared for the possibility of lower returns or losses.

Allocation / Discretion / Acceptance

• We reserve the right, in our discretion, to accept or reject any subscription in whole or in part, and to allocate interests among prospective investors as we deem appropriate.
• Submission of an expression of interest or form is not a binding commitment to invest or an assurance that you will be accepted into the offering.

Subscription Documents / Subscription Agreement

• Investments will be made pursuant to a Subscription Agreement, along with related offering documents, which will include detailed disclosures, risk factors, financial information, investor certifications, and representations. In the event of any conflict between such offering documents and the information herein, such offering documents shall control.
• You should review all offering materials carefully, ask questions, and consult your own legal, tax, and financial advisors before investing.

Transfer Restrictions / Illiquidity

• The securities issued in this offering are restricted securities under federal and state securities laws and cannot be freely transferred without registration or an available exemption (which we may not guarantee).
• You should assume your investment cannot be liquidated easily or may have to be held until a liquidity event (e.g. sale, redemption, merger).

Conflicts of Interest / Related Party Transactions

• There may be conflicts of interest between us, our principals, affiliates, officers, and investors.
• We may be engaged in other business activities, and decisions regarding the operation, servicing, or disposition of portfolio assets may involve judgments or actions that benefit affiliated parties.
• Fees, expenses, or compensation arrangements for management, servicing, origination, or advisory roles will be disclosed in the offering documents.

Legal, Tax & Regulatory Considerations

• This offering is subject to federal securities laws and the laws of applicable states.
• State “blue sky” laws may impose additional requirements; prospective investors may need to meet specific state-level qualifications.
• You should consult your own legal and tax advisor to understand the tax consequences of investing, including income, losses, depreciation, withholding, state or foreign taxes, and reporting obligations.
• We do not provide tax, legal, or accounting advice; you should seek counsel.

No Liability for Errors / No Warranty

• While we have exercised reasonable care to ensure accuracy in our marketing materials and website statements, we do not guarantee that all information is accurate, current, or complete.
• We (and our directors, officers, agents, advisors, affiliates) disclaim liability for errors or omissions in the materials, to the extent permitted by law.

Severability / Amendments / Waivers

• If any provision of these disclosures or the offering documents is held invalid or unenforceable under applicable law, that invalidity shall not affect the remaining provisions.
• We may amend or waive certain provisions of the offering documents, subject to investor consent or other conditions, as permitted by applicable law.

Governing Law / Venue / Dispute Resolution

• The offering documents will specify the governing law (e.g. state of incorporation) and the jurisdiction or venue for disputes.
• All subscriptions and investor agreements will be governed by that law, and venue selection, arbitration or other dispute resolution terms will be disclosed in the subscription documents.

Confidentiality / Reliance

• This website and associated materials are confidential and are being provided solely for your consideration of this investment opportunity.
• By accessing this information, you agree to keep it confidential and not to reproduce, distribute, or use it for any purpose other than your evaluation of this investment.
• You should rely only on the offering documents and any associated disclosures; any oral statements or other communications not included in such documents should not be relied upon.

Updates / Changes to Terms

• We reserve the right to modify the terms of the offering, including subscription deadlines, minimum investment amounts, allocation methods, or other terms, at our discretion so long as legally permissible.
• Material changes will be communicated to prospective investors in supplemental offering materials or via amendment.