Equisource Holdings Corp.
A Florida Corporation

Offering: Up to $70,000,000 of Common Stock

Minimum Investment: $20,000

Confidential – Accredited Investors Only

These securities have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the securities laws of any state. They are being offered pursuant to an exemption under Regulation D, Rule 506(c).

Table of Contents

1. Summary of the Offering

2. Forward-Looking Statements

3. Risk Factors

4. Use of Proceeds

5. Capitalization

6. Description of Securities

7. Plan of Distribution

8. Management’s Discussion & Analysis

9. Business Overview

10. Management & Ownership

11. Investor Suitability Standards

12. Legal Matters

13. Exhibits

Summary of the Offering

Issuer: Equisource Holdings Corp., a Florida corporation
Securities Offered: Common Stock
Offering Amount: Up to $70,000,000
Minimum Investment: $20,000 per investor
Use of Proceeds: 100% to debt reduction
Investor Suitability: Accredited Investors only under Rule 506(c)

Forward-Looking Statements

This Memorandum contains certain statements, estimates, and projections with respect to the anticipated future performance of the Company. Such statements, estimates, and projections constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to significant risks and uncertainties, many of which are beyond the control of the Company. These forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “intend,” “believe,” “project,” “plan,” “target,” “goal,” “forecast,” or other comparable terminology. All statements, other than statements of historical fact, included in this Memorandum that address activities, events, or developments that the Company expects, believes, or anticipates will or may occur in the future are forward-looking statements.

These forward-looking statements are based on current expectations and assumptions regarding the Company’s business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict.

Any forward-looking statement made in this Memorandum speaks only as of the date of this Memorandum. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by law.

Prospective investors are cautioned not to place undue reliance on forward-looking statements. In evaluating an investment in the Shares, investors should carefully consider the information contained under “Risk Factors” and other sections of this Memorandum that identify material risks and uncertainties.

Risk Factors

An investment in the Shares involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with the other information contained in this Memorandum, before making an investment decision. The following factors, among others, could materially and adversely affect the Company’s business, financial condition, results of operations, or prospects. The risks described are not exhaustive, and additional risks not presently known or deemed immaterial may also have a material adverse effect.

Real Estate Market Fluctuations.
The value of the Company’s properties and the success of its business are subject to fluctuations in the real estate market. Property values may decline due to macroeconomic conditions, changes in supply and demand for vacation rentals, increased interest rates, or local economic downturns. A reduction in property values could materially reduce the Company’s Net Asset Value (“NAV”) and investor returns, particularly because the Company’s strategy is closely tied to property appraisals.

Short-Term Rental Regulations.
The Company’s business model depends on the continued legality and viability of short-term rental operations in the jurisdictions where it operates. Municipalities and counties in Florida, including those along the Emerald Coast, may adopt regulations limiting STR use, imposing occupancy restrictions, or increasing compliance costs. Such changes could materially reduce the Company’s rental revenues, increase expenses, or impair the marketability of its properties.

Natural Disasters.
The Company’s properties are located in coastal Florida, a region prone to hurricanes, tropical storms, and flooding. A significant storm could cause substantial physical damage, interrupt rental operations, and reduce occupancy for extended periods. While the Company carries insurance coverage, such coverage may be insufficient to cover all potential losses, and policies may include high deductibles, exclusions, or limits that materially reduce recoveries.

Geographic Concentration.
The Company’s assets are concentrated in the Emerald Coast region of Florida. As a result, the Company is more vulnerable to regional economic downturns, natural disasters, regulatory changes, or other localized events than a company with a more diversified portfolio. Geographic concentration magnifies the potential adverse impact of any single regional event on the Company’s overall financial performance.

Liquidity Risk.
The Shares are “restricted securities” under the Securities Act of 1933 and are not freely tradable. Investors will be required to hold the Shares for an indefinite period unless they are registered or an exemption from registration is available. There is currently no public market for the Shares, and although the Company intends to seek an OTCQB listing in 2026, no assurance can be given that such a listing will occur or that a market will develop. Accordingly, investors must be prepared to bear the economic risk of their investment indefinitely.

Interest Rate Risk.
The Company’s operations are sensitive to prevailing interest rates. Rising interest rates may increase the cost of borrowing, reduce the value of real estate assets, and limit the Company’s ability to refinance existing debt on favorable terms. Interest rate increases may also reduce demand for vacation rentals as consumer discretionary income is pressured by higher financing costs.

Insurance Availability and Costs.
The Company’s ability to obtain and maintain adequate insurance coverage for its properties may be affected by market conditions, including increases in premiums, reductions in policy limits, or the unavailability of coverage for certain risks such as storm surge or flooding. Increases in insurance costs may reduce profitability, while inadequate coverage may expose the Company to catastrophic losses.

Management Dependence and Succession.
The Company depends heavily on the leadership of its Founder and Chief Executive Officer, Todd Knight, as well as other members of its management team. The loss of any key executive could materially disrupt operations, delay projects, and impair strategic initiatives. Although succession planning is in place, reliance on family members for key roles presents risks related to continuity and governance.

Construction and Development Risks.
The Company’s build-to-STR model requires the successful completion of new construction projects. Construction activities are subject to risks including cost overruns, labor shortages, supply chain disruptions, and delays in permitting. Such issues could increase the Company’s capital requirements, reduce expected returns, and delay revenue generation.

Competition.
The short-term rental market is highly competitive. The Company competes with hotels, resorts, and other vacation rental operators, including large-scale platforms and professionally managed STR portfolios. Increased competition may reduce occupancy rates, constrain the ability to raise rents, and increase marketing expenses. If the Company is unable to effectively differentiate its offerings or maintain competitive advantages, its financial performance could be materially and adversely affected.

Use of Proceeds

The Company intends to apply 100% of the net proceeds from this Offering to the reduction of existing indebtedness. As of the date of this Memorandum, the Company has approximately $71.8 million of outstanding mortgage debt secured by its portfolio of properties. Management believes that retiring substantially all of this indebtedness will materially improve the Company’s financial condition, reduce interest expense, increase free cash flow, and enhance Net Asset Value (“NAV”) per share.

The following table illustrates the anticipated use of proceeds, assuming the maximum amount of $70,000,000 is raised:

Debt Retirement. The Company expects to reduce total outstanding indebtedness from approximately $71.8 million to approximately $1.8 million. This deleveraging is projected to reduce annual interest expense significantly and improve coverage ratios, providing increased flexibility for reinvestment into new development projects.

No Proceeds for Operations or Distributions. No portion of the Offering proceeds will be used to pay dividends, executive compensation, or working capital expenses. Management compensation remains capped at 15% of gross revenues and will continue to be funded from operating income.

Effect on Net Asset Value. Application of the Offering proceeds to retire indebtedness is expected to increase the Company’s NAV from approximately $34.4 million to approximately $104.4 million, as detailed under “Capitalization” and “Dilution.”

Capitalization

The following table sets forth the Company’s capitalization as of the date of this Memorandum, both on an actual basis and as adjusted to reflect the sale of the maximum number of Shares offered hereby and the application of the estimated net proceeds from this Offering.

This table should be read in conjunction with the sections “Use of Proceeds,” “Dilution,” and “Management’s Discussion and Analysis,” as well as the Company’s financial statements and related notes. The information presented below is based on appraised property values provided by licensed third parties and current mortgage balances. Actual results may differ materially, and no assurance can be given that the Company will achieve the pro forma capitalization reflected herein.

Pre-Money Capitalization. As of the date of this Memorandum, the Company owns and operates a portfolio of luxury short-term rental properties along Florida’s Emerald Coast, with an aggregate appraised value of approximately $106.2 million. The Company’s outstanding indebtedness consists primarily of secured mortgage loans with an aggregate balance of approximately $71.8 million, resulting in an estimated pre-money Net Asset Value (“NAV”) of approximately $34.4 million.

Post-Money Capitalization. Assuming the sale of the maximum number of Shares offered hereby and the application of net proceeds to retire outstanding indebtedness, the Company’s total indebtedness would be reduced to approximately $1.8 million. On a pro forma basis, the Company’s NAV would increase to approximately $104.4 million.

Property-Level Detail. A detailed schedule of property-level appraised values, mortgage balances, and resulting equity positions is attached as Exhibit A to this Memorandum.

Description of Securities

The securities offered hereby are shares of the Company’s common stock (the “Shares”). The following summary of certain terms of the Shares does not purport to be complete and is qualified in its entirety by the Company’s Articles of Incorporation and Bylaws, each of which may be amended from time to time.

General.
The Company is authorized to issue shares of common stock. The Shares offered hereby will, when issued, be duly authorized, validly issued, fully paid, and non-assessable.

Voting Rights.
Each holder of common stock is entitled to one vote per share on all matters submitted to a vote of shareholders. Cumulative voting is not permitted. Accordingly, holders of a majority of the outstanding common stock entitled to vote can elect all directors and control the outcome of other matters requiring shareholder approval.

Dividend Rights.
Holders of common stock are entitled to receive dividends when, as, and if declared by the Board of Directors out of legally available funds. The Company does not currently anticipate declaring dividends in the near term, as management intends to reinvest earnings into debt reduction and growth initiatives. Any future dividend policy will be determined by the Board of Directors based on the Company’s financial condition, results of operations, capital requirements, contractual restrictions, and other factors deemed relevant.

Liquidation Rights.
In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of common stock will be entitled to share pro rata in all assets of the Company available for distribution to shareholders, subject to the rights of creditors and any preferred stock that may be issued in the future.

Restrictions on Transfer.
The Shares are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Shares may not be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws, or unless an exemption from such registration requirements is available.

Absence of Market for the Shares.
There is currently no public market for the Shares, and no assurance can be given that such a market will ever develop. The Company intends to seek a quotation on the OTCQB marketplace in 2026.

Other Matters.
The Board of Directors has the authority, without further action by the shareholders, to issue additional shares of common stock or other securities of the Company, subject to applicable law and contractual restrictions. Such issuances could dilute existing shareholders’ ownership interests.

Plan of Distribution

The Offering is being conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Under Rule 506(c), the Company is permitted to use general solicitation and general advertising in connection with the Offering, provided that all purchasers are “accredited investors” as defined in Rule 501(a) of Regulation D and that the Company takes reasonable steps to verify such accredited investor status.

Method of Offering.
The Company may offer the Shares directly through its officers and directors and may also engage one or more registered broker-dealers, placement agents, or other intermediaries to assist in the Offering. If engaged, such intermediaries may receive customary commissions, fees, or expense reimbursements, which will be disclosed in supplements to this Memorandum. No minimum amount is required to be sold before the Company may accept subscriptions.

Accredited Investor Verification.
Each prospective investor will be required to provide sufficient information and documentation to enable the Company to verify accredited investor status. Verification may include review of IRS forms, bank or brokerage statements, credit reports, or third-party confirmations from attorneys, CPAs, or registered broker-dealers. The Company reserves the right to reject any subscription that does not adequately demonstrate accredited status or for any other reason in its sole discretion.

Subscription and Payment.
To subscribe, investors must execute the Subscription Agreement and deliver them, together with payment of the full subscription price, to the Company. Payments may be made by wire transfer or other methods acceptable to the Company. All subscriptions are subject to acceptance or rejection by the Company, in whole or in part.

Offering Term.
The Offering will continue until the earlier of (i) the date upon which subscriptions for the full $70,000,000 have been accepted, (ii) such earlier date as determined by the Company in its discretion, or (iii) the termination of the Offering by the Company. The Company reserves the right to extend or terminate the Offering at any time.

Management’s Discussion & Analysis

The following discussion and analysis should be read in conjunction with the other sections of this Memorandum, including “Summary of the Offering,” “Use of Proceeds,” “Capitalization,” and “Risk Factors.” This section contains forward-looking statements, which involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in such forward-looking statements as a result of various factors, including those set forth under “Risk Factors.”

Overview
Equisource Holdings Corp. (the “Company” or “Equisource”), doing business as Legacy Beach Homes, is a real estate development and vacation rental company operating along Florida’s Emerald Coast. The Company develops, owns, and operates a portfolio of luxury vacation homes specifically designed for short-term rental (“STR”) use. As of the date of this Memorandum, the Company’s portfolio is valued at approximately $106 million, supported by licensed third-party appraisals.

The Company operates a “build-to-STR” model. Each new property typically costs approximately $1.9 million to acquire and build, and upon completion appraises for approximately $3.4 million, generating an average of $1.6 million in equity before any rental income is realized. This business model creates immediate balance sheet value and provides a significant equity cushion for operations.

Results of Operations
Since 2017, the Company has expanded its portfolio from $1.2 million in assets and $29,000 in annual rental revenue to over $108 million in assets and $5.6 million in annual recurring rental revenue by 2024. Rental revenue is seasonal, with peaks during spring break, summer, and major holidays. Gross operating margins on stabilized properties typically range from 60% to 70%, supported by premium ADRs (average daily rates), high occupancy, and favorable market dynamics.

Operating expenses for stabilized rentals average approximately 36.6% of gross rental income, consisting primarily of cleaning and turnover costs, utilities, property taxes, insurance, repairs and maintenance, and online travel agency (“OTA”) commissions. The Company’s strategic shift in 2022 to exclusively develop new properties has further strengthened results by lowering maintenance costs, increasing revenue potential, and generating substantial upfront equity gains.

Liquidity and Capital Resources
Historically, the Company has relied on secured mortgage financing and construction loans to fund acquisitions and development. As of the date of this Memorandum, the Company has approximately $71.8 million in outstanding indebtedness, which is personally guaranteed by management. The Company intends to apply 100% of the net proceeds from this Offering to reduce this debt balance to approximately $1.8 million. Management believes deleveraging will significantly reduce interest expense, enhance free cash flow, and improve Net Asset Value (“NAV”) per share.

Strategy and Outlook
The Company’s long-term strategy is centered on (i) debt reduction, (ii) reinvestment of free cash flow into high-ROI new construction projects, (iii) expansion into new STR-friendly geographies, and (iv) preparation for an OTCQB listing in 2026 to provide investors with potential liquidity.

Key strategic drivers include:

• Continuing to execute on the build-to-STR model with proven ROI on new developments.
  
• Strengthening the balance sheet by retiring outstanding indebtedness.
  
• Leveraging technology, marketing, and direct booking channels to improve margins and reduce OTA dependence.
  
• Establishing an independent board of directors to enhance governance and succession planning.
  

Risks and Uncertainties

The Company faces risks common to the STR industry, including exposure to local ordinances, potential regulation, market volatility, reliance on seasonal tourism demand, and vulnerability to hurricanes and other natural disasters. In addition, the Company’s geographic concentration along the Emerald Coast presents both opportunities and risks. These and other material risks are described in detail under “Risk Factors.”

Valuation and Dilution
The Company’s NAV is determined based on licensed third-party appraisals of its property portfolio. As of the date of this Memorandum, pre-money NAV is estimated at $34.4 million. Upon completion of this Offering and the application of net proceeds to retire indebtedness, pro forma NAV is projected to increase to approximately $104.4 million. With 3,000,000 founder shares outstanding and 7,000,000 new shares offered, pro forma NAV per share is estimated at $10.44, compared to a pre-money NAV per share of $11.46. Shares are being offered at $10.00 per share, representing a discount to pro forma NAV per share.

Conclusion
Management believes the successful completion of this Offering will materially improve the Company’s financial position by eliminating substantially all outstanding debt, thereby increasing free cash flow available for reinvestment. Combined with the Company’s proven track record of asset growth, strong margins, and replicable build-to-STR model, management views this Offering as a critical step toward achieving its long-term growth and shareholder value objectives.

Business Overview

General
Equisource Holdings Corp. (“Equisource” or the “Company”), doing business as Legacy Beach Homes, is a Florida-based real estate development and vacation rental company. The Company is engaged in the acquisition, development, and operation of luxury vacation homes along Florida’s Emerald Coast, including Destin, Miramar Beach, and Santa Rosa Beach. As of the date of this Memorandum, the Company’s portfolio has an appraised value in excess of $100 million.

Business Model
The Company operates a “build-to-short-term-rental” (“build-to-STR”) business model. Under this strategy, the Company acquires land in desirable beachside locations and develops large luxury homes specifically designed for short-term rental use. Each home typically includes multiple bedrooms, large gathering areas, private pools, and proximity to beaches, making them highly attractive to large family and multi-family groups seeking vacation accommodations.

The economics of the model are compelling: a typical project requires approximately $1.9 million of total development cost, including land and construction, and is appraised upon completion at approximately $3.4 million. This process generates approximately $1.6 million of equity creation per project—before any rental revenues are realized. By compounding these equity gains across multiple projects, the Company has been able to accelerate portfolio growth while simultaneously creating cash-flowing assets.

Historical Growth
Since 2017, the Company has expanded from $1.2 million in total assets and $29,000 in rental revenues to over $108 million in assets and $5.6 million in recurring rental revenues in 2024. The Company’s growth has outpaced major benchmarks such as the Dow Jones Industrial Average and S&P 500 during the same period. Management attributes this growth to a disciplined approach to site selection, standardized development processes, and hands-on operational expertise.

Rental Operations
Upon stabilization, properties in the Company’s portfolio generate average operating margins of 60%–70%, with operating expenses comprising approximately 36.6% of gross rental income. Expenses include cleaning and turnover, maintenance, utilities, property taxes, insurance, and OTA fees. The Company has transitioned away from acquiring existing homes, which typically require higher maintenance and generate lower revenue, and now focuses exclusively on new construction, which offers:

• Higher Revenue Potential – Newly built homes command premium nightly rates.
  
• Lower Maintenance Costs – New construction reduces repair and maintenance expense.
  
• Significant Equity Creation – Development yields immediate, realizable equity gains.
  

Resiliency of Business Model
Even in adverse conditions, the Company’s model provides downside protection. For example, the equity created during construction provides an “equity cushion” that may cover more than a decade of operating expenses, even if rental revenues were eliminated entirely. This feature materially reduces the likelihood of project failure and provides investors with enhanced protection.

Future Growth Strategy
The Company intends to continue expanding its portfolio using a disciplined reinvestment strategy. Key initiatives include:

1. Debt Reduction: Apply Offering proceeds to reduce outstanding debt from approximately $71.8 million to $1.8 million, substantially increasing NAV.
   
2. Reinvestment: Deploy free cash flow from the deleveraged balance sheet into new high-ROI construction projects.
   
3. Geographic Expansion: Evaluate entry into other STR-friendly markets while maintaining operational discipline.
   
4. Public Market Liquidity: Prepare for an OTCQB listing in 2026 to provide investors with a potential exit path.
   
5. Governance: Establish an independent board of directors to enhance oversight and succession planning.
   

Competitive Positioning
The Company believes it holds a competitive advantage in the Emerald Coast market due to (i) its specialized focus on large luxury homes, (ii) its vertically integrated development and management processes, (iii) its track record of creating substantial equity at construction, and (iv) its ability to generate strong cash flow margins. Local regulations that limit hotel construction above four stories further entrench the short-term rental market as the dominant form of tourist accommodation in the region.

Conclusion
Management believes the Company’s proven business model, track record of rapid asset growth, and ability to generate both equity appreciation and recurring cash flow uniquely position Equisource Holdings Corp. for long-term success. By continuing to replicate and scale its build-to-STR strategy, the Company seeks to compound shareholder value while mitigating risks through deleveraging, diversification, and operational excellence.

Management & Ownership

The following sets forth information concerning the directors, executive officers, and key members of management of the Company. The experience, qualifications, and background of each individual are material to the Company’s operations and strategy.

Todd Knight – Founder and Chief Executive Officer
Mr. Knight is the Founder, President, and Chief Executive Officer of Equisource Holdings Corp. He has over three decades of experience in real estate, finance, and business operations. Since 2017, he has directed the acquisition, development, and management of the Company’s portfolio of luxury vacation rentals along Florida’s Emerald Coast. Under his leadership, the Company has grown from $1.2 million in assets to more than $106 million in appraised value, executing a disciplined build-to-short-term-rental model.

Mr. Knight has successfully overseen the development of more than twenty new construction projects since 2022, with typical equity creation of approximately $1.6 million per project upon completion. In addition to strategic oversight, he personally guarantees substantially all of the Company’s mortgage indebtedness, underscoring his commitment and alignment with investors. He is also a licensed real estate professional and has extensive experience with corporate governance, investor relations, and financial management.

Christian Knight – Managing Director
Mr. Christian Knight serves as Managing Director of the Company. He is responsible for day-to-day oversight of development, property management, regulatory compliance, licensing, and vendor relations. Mr. Knight holds a Bachelor’s degree in Business Administration and is a licensed real estate professional in the State of Florida.

He has played a key role in building the Company’s operational infrastructure, including the establishment of standardized vendor contracts, guest services protocols, and property management systems. His responsibilities include liaising with contractors, ensuring compliance with local ordinances, and coordinating with county planning authorities. His operational expertise supports the scalability of the Company’s growth strategy.

Ethan Knight – Operations Director
Mr. Ethan Knight is the Company’s Operations Director. He oversees internal systems, booking platforms, technology infrastructure, bookkeeping, and coordination with the Company’s outside CPA firm. He is a licensed real estate professional and is completing a degree in Business Administration.

Ethan has been instrumental in the implementation of proprietary technology solutions that streamline reservations, guest communication, and financial reporting. He manages accounting workflows, bank reconciliations, and investor reporting processes. His work ensures that the Company maintains operational efficiency and transparency as it scales.

Lorrie Hicks – New Construction & Design Director
Ms. Lorrie Hicks serves as Director of New Construction and Design. She holds a Bachelor’s degree in Interior Design and has over two decades of experience in design and project execution. Ms. Hicks oversees all aspects of design for new builds, including space planning, procurement, contractor coordination, and furniture, fixtures, and equipment (FF&E) installations.

Her leadership ensures that each new property meets the Company’s brand standards for luxury and guest experience. She is responsible for managing supplier relationships, budgeting design packages, and coordinating with general contractors to ensure timely and cost-effective delivery of homes. Ms. Hicks’s expertise contributes significantly to the market appeal and revenue potential of the Company’s portfolio.

Ownership
As of the date of this Memorandum, Mr. Todd Knight beneficially owns approximately 3,000,000 founder shares of common stock, representing the controlling interest of the Company. Additional ownership interests are held by members of management and their affiliates. Management compensation is capped at approximately 15% of gross revenues, ensuring alignment with shareholders. Future ownership percentages may be diluted by the issuance of Shares in this Offering and subsequent equity financings.

Investor Suitability Standards

The Shares offered hereby are being offered and sold only to investors who qualify as “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). This Offering is being made in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) promulgated thereunder, which permits general solicitation provided that all purchasers in the Offering are verified accredited investors.

An “accredited investor” includes, among others:

• Natural Persons with (i) an individual net worth, or joint net worth with that person’s spouse or spousal equivalent, in excess of $1,000,000 (excluding the value of the person’s primary residence), or (ii) individual annual income in excess of $200,000 (or joint income with a spouse or spousal equivalent in excess of $300,000) in each of the two most recent years, with a reasonable expectation of reaching the same income level in the current year.
  
• Entities such as banks, broker-dealers, insurance companies, investment companies, business development companies, small business investment companies, certain employee benefit plans, private business development companies, trusts, family offices, and any entity in which all of the equity owners are accredited investors, as defined by applicable securities laws.
  
• Other Categories of investors as further set forth in Rule 501(a), including individuals holding certain financial professional licenses (e.g., Series 7, Series 65, or Series 82).

Each prospective investor will be required to provide sufficient information and documentation to enable the Company to verify accredited investor status. Verification may be conducted through third-party service providers or directly by the Company in accordance with Rule 506(c).

The Company will accept subscriptions only from those investors who demonstrate, to the satisfaction of the Company, that they meet the standards described above. The Company reserves the right, in its sole discretion, to reject any subscription, in whole or in part, for any reason.

Legal Matters

Securities Law Matters.
The Shares offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state. The Offering is being made in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder. Accordingly, the Shares are being offered and sold only to investors who qualify as “accredited investors” and who provide verification of such status.

State “Blue Sky” Laws.
The Offering has not been registered or qualified under the securities laws of any state, and will be offered and sold in reliance on exemptions from such registration and qualification requirements. The Company will comply with applicable notice filing requirements in certain jurisdictions. The Company reserves the right to deny offers or sales of Shares in any jurisdiction where such exemption or compliance cannot be obtained.

ERISA Considerations.
Fiduciaries of employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), must consider whether an investment in the Shares is consistent with their fiduciary duties. Among other considerations, fiduciaries must evaluate whether the investment is prudent, whether the investment satisfies diversification requirements, and whether the investment constitutes a prohibited transaction under ERISA or the Code. Each plan fiduciary is urged to consult with legal and tax advisors regarding the application of ERISA and the Code to an investment in the Shares.

Tax Matters.
The federal income tax consequences of an investment in the Shares are complex and subject to change. The Company does not provide tax advice to investors. Prospective investors should consult with their own tax advisors regarding the federal, state, local, and foreign tax consequences of an investment in the Shares, including the consequences of any distributions, the treatment of gains or losses on disposition, and the effect of any withholding requirements.

Exhibits

Exhibit A – Capitalization 

The following table sets forth the Company’s capitalization as of the date of this Memorandum, both pre-offering and on a pro forma basis as adjusted to reflect the sale of the maximum number of Shares offered hereby and the application of the net proceeds to retire existing indebtedness.

All figures are based on licensed third-party appraisals and current mortgage balances. Actual values may differ when adjusted to GAAP accounting standards.

Narrative for Capitalization Section

As reflected above, the Company’s current asset base is approximately $106.2 million supported by licensed third-party appraisals. The current mortgage balance is approximately $71.8 million, resulting in a pre-money net asset value (NAV) of $34.4 million.

Upon completion of the $70 million offering, proceeds will be applied to retire substantially all debt obligations, leaving a residual mortgage balance of approximately $1.8 million. The Company’s post-money NAV is therefore projected to be approximately $104.4 million, dramatically increasing financial flexibility and free cash flow.

This deleveraging not only strengthens the balance sheet but also positions the Company to reinvest into new high-ROI construction projects, accelerating the self-compounding growth cycle.