Financial Disclaimer — Regulation D Rule 506(c)

Effective date and last updated: October 10, 2026

1. Important investment warning

PRIVATE SECURITIES ARE SPECULATIVE, ILLIQUID AND INVOLVE A HIGH DEGREE OF RISK. YOU COULD LOSE YOUR ENTIRE INVESTMENT. NO RETURN, PRINCIPAL REPAYMENT, SECURITY VALUE OR SOCIAL-IMPACT OUTCOME IS GUARANTEED.

Neither the U.S. Securities and Exchange Commission (SEC) nor any state securities regulator has approved or disapproved any securities described on this website, passed upon the merits of an investment, or determined that the website or offering materials are accurate or complete. Any representation to the contrary is unlawful.

This Financial Disclaimer addresses the Perpetual Impact website, its investor documents, financial illustrations and related communications in the context of a potential private securities offering under Rule 506(c) of Regulation D under the U.S. Securities Act of 1933, as amended. It supplements our Terms and Conditions and Privacy Policy.

This page does not establish that an offering is currently open, that an issuer has satisfied Rule 506(c), that any regulatory filing has been made, or that any exemption is available. The relevant issuer, security, offering status and transaction terms must be identified and confirmed in final offering materials. A website disclaimer is not a substitute for securities-law compliance or issuer-specific disclosure.

2. Website information and controlling offering documents

Website summaries and discussion documents are general information, not a subscription agreement, individualized recommendation or promise to accept funds. No investment is accepted by browsing, downloading a document, using the calculator or sending an enquiry. The current website does not execute subscriptions or process investment payments.

Any actual offer or sale must be made through an authorized issuer and a lawful offering process, supported by its definitive offering memorandum or equivalent disclosures, subscription agreement, governing documents and applicable security instruments. Read all current documents and material updates, including risk factors, use of proceeds, fees, conflicts, financial information, transfer restrictions and investor rights, before deciding.

Final transaction documents govern contractual rights, subject to applicable law. Website summaries must not be treated as additional contractual terms. Request written clarification of any discrepancy before subscribing. Labeling a communication “information only” or “not an offer” does not determine whether it is an offer or solicitation under securities law; the substance and circumstances control.

3. Rule 506(c): general solicitation and eligible purchasers

Rule 506(c) permits general solicitation and general advertising for an offering that satisfies its conditions. All purchasers must be accredited investors, or reasonably believed by the issuer to be accredited investors at the time of sale, and the issuer must take reasonable steps to verify accredited-investor status. The offering must also satisfy other applicable Regulation D conditions, including resale restrictions and bad-actor provisions.

Public access to this website does not make every visitor eligible to invest. Permission to advertise does not remove purchaser verification, antifraud obligations or other applicable laws. Rule 506(c) is a registration exemption, not a government endorsement, investor-protection insurance scheme or finding of financial soundness.

Accreditation alone does not establish suitability, financial sophistication in a particular investment, ability to absorb loss or entitlement to participate. Additional eligibility, jurisdictional and transaction requirements may apply. An issuer may decline a subscription subject to applicable law and final offering terms.

4. Accredited-investor categories

“Accredited investor” is defined in Rule 501(a) of Regulation D. Common qualifying categories for natural persons include:

Individual net worth, or joint net worth with a spouse or spousal equivalent, exceeding $1 million, calculated under the rule, generally excluding the primary residence and subject to specific treatment of residence-related debt.
Individual income exceeding $200,000 in each of the two most recent years, or joint income with a spouse or spousal equivalent exceeding $300,000 in each of those years, together with a reasonable expectation of reaching the same applicable income level in the current year.
Holding an SEC-designated professional certification, designation or credential in good standing, including qualifying Series 7, Series 65 or Series 82 credentials.
Certain issuer directors, executive officers and general partners; and, for qualifying private-fund investments, certain knowledgeable employees of that fund.

Qualifying institutions and entities can include specified regulated financial institutions, certain entities with more than $5 million in assets or investments under the applicable category, entities whose equity owners are all accredited investors, and qualifying family offices and family clients. Category-specific conditions, including formation-purpose restrictions where applicable, must be satisfied.

This is a summary, not the complete legal definition or a determination of anyone’s status. Do not assume that owning a home, holding a business interest, having investment experience or meeting the proposed $10,000 minimum makes you accredited. Consult the current rule and qualified advisers.

5. Reasonable verification of accredited status

The reasonable-verification requirement is separate from the requirement that purchasers be accredited. Verification is assessed using the facts and circumstances, including the purchaser’s category, information available, manner of solicitation and offering terms. A checkbox, unsupported statement or signed self-certification alone is generally insufficient for a publicly solicited offering.

Rule 506(c) includes non-exclusive verification methods for natural persons, subject to detailed conditions. These include reviewing specified IRS income records for the two most recent years with a written current-year expectation; reviewing qualifying recent asset and liability records with a written representation concerning liabilities; or receiving a qualifying recent written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney or certified public accountant. A prior-verification method may be available within its permitted period and conditions.

These methods are not the only possible methods, and this summary does not reproduce every timing, document or representation requirement. Other reasonable procedures may be lawful where supported by the facts and current authoritative guidance. Entity purchasers require verification appropriate to their qualifying category. An issuer must not rely on information it knows is false or ignore information calling accreditation into question.

Verification procedures and an authorized secure submission channel must be communicated before any sale. Do not email tax returns, bank statements, identity documents, Social Security numbers or credit reports to the website contact address. No specific verification provider or procedure is established by this page. Review the applicable privacy notice before sharing records; any record retention, access and third-party processing must comply with applicable law.

6. Filings, disqualification and other regulatory conditions

Rule 506 offerings are subject to applicable Regulation D requirements. These include Rule 506(d) bad-actor disqualification provisions and, where applicable, Rule 506(e) disclosure of specified pre-existing disqualifying events. Required diligence concerns the issuer and other covered persons; investor accreditation does not cure a disqualification.

An issuer relying on Regulation D generally must file Form D with the SEC within 15 days after the first sale, with amendments as required. Form D is a notice filing, not SEC registration, review or approval. This website does not represent that Perpetual Impact or any proposed issuer has filed Form D.

Rule 506 generally preempts state securities registration and qualification requirements for covered securities, but states may require notices and fees and retain antifraud authority. Other applicable requirements may include broker-dealer or investment-adviser regulation, investment-company rules, identity checks, sanctions restrictions and non-U.S. securities laws. Rule 506(c) does not provide a blanket exemption from these requirements.

7. Restricted securities, illiquidity and transfer limits

Securities sold in a Rule 506(c) offering are restricted securities. They cannot be freely resold; a resale requires registration or an available exemption and compliance with applicable law and contractual restrictions. Rule 144 may be relevant in some circumstances, but its conditions vary and a holding period alone does not guarantee an available or practical exit.

There may be no public market, exchange listing, willing buyer, issuer redemption obligation or right to demand repayment. Transfers may require issuer consent and additional eligibility checks. An investment may need to be held for many years or indefinitely, and a sale may be possible only at a substantial discount or not at all.

The discussed 25-year term and possible withdrawal breaks are proposed terms only. No periodic exit, five-year redemption or early-withdrawal right is created by this website. Final documents must explain any maturity, notice period, conditions, suspension powers, costs and funding limitations. Invest only funds you can afford to place at risk without relying on ready access.

8. Capital loss, payment default and absence of insurance

Income and repayment depend on the issuer’s financial condition, property performance, financing, expenses and enforceable contractual obligations. Payments may be reduced, deferred, suspended or missed, and principal may not be repaid when expected or at all. Insolvency can result in lengthy proceedings and little or no recovery.

A stated contractual interest rate, if ultimately agreed, is not a guarantee that interest will be paid. Website references to a proposed 6% annual return are assumptions, not a promise of performance or a risk-free rate.

No FDIC deposit insurance, government guarantee or capital-protection arrangement is established by these materials. Do not assume SIPC protection applies; where applicable to a broker-dealer account, it does not insure investment value or compensate for market losses. Property insurance does not insure an investor against every loss or guarantee repayment.

9. Real estate, construction and operating risks

The model contemplates acquiring and converting Chicago residential properties for transitional housing. Risks include inaccurate valuations, acquisition delays, title defects, environmental conditions, construction overruns, contractor failure, hidden defects, permitting delays and inability to obtain required occupancy approvals.

Revenue can be affected by vacancies, tenant turnover, master-tenant or nonprofit default, rent disputes, collection delays, loss of public or charitable funding and the financial condition of delivery partners. A master lease or triple-net structure does not eliminate owner obligations, counterparty risk or all property expenses.

Operating risks include repairs, utilities, staffing, management performance, property taxes, insurance costs, uninsured losses, casualty, extreme weather, safety incidents, litigation and changing housing, zoning, accessibility, licensing and tenant-protection requirements. The assumed 12-bed configuration and occupancy depend on property-specific feasibility and approvals.

Economic downturns, unemployment, interest rates, credit conditions, inflation and local demand can reduce values and cash flow. Concentration in a small portfolio, one city, one property type or a limited number of operators increases exposure to adverse events. Illustrative photographs do not establish ownership, completed development or available investment assets.

10. Collateral, liens, leverage and enforcement

References to property backing, a first-priority lien or an investment-to-value policy are proposed features, not proof of an executed, perfected or enforceable security interest. The actual borrower, collateral, lien ranking, valuation basis, loan covenants, guarantees and enforcement rights must be set out in final documents and verified.

Collateral values can decline and valuations may be estimates rather than realizable sale proceeds. Statutory liens, taxes, permitted encumbrances, existing financing and other claims may affect priority or recovery. A claimed equity cushion can be eroded by costs, leverage and adverse markets.

Borrowing can magnify losses and create refinancing, covenant-breach, interest-rate and foreclosure risk. Enforcement can require significant time and expense and may be stayed or limited by insolvency proceedings. Net sale proceeds may be insufficient to repay creditors or investors, even where security was properly established.

11. Forward-looking statements and financial projections

Statements about expected returns, acquisitions, rents, occupancy, costs, portfolio growth, future programs, repayment and lasting social impact are forward-looking where they concern future events. Words such as “aim”, “plan”, “expect”, “target”, “project”, “will”, “perpetual” and similar expressions may identify them, but their absence does not make a statement historical fact.

These statements depend on assumptions, estimates and uncertainties that may be incorrect. Actual outcomes may differ materially. Projections are not audited operating results, reliable predictions or guarantees. No verified performance record or independent audit is established merely by publishing illustrative figures or reports.

Any historical results supplied later must be evaluated in context and do not guarantee future performance. Materials can become outdated. Applicable legal duties to correct misleading statements or provide material updates remain; this disclaimer does not create a statutory forward-looking-statement safe harbor or remove those duties.

12. Calculator, proposed terms and gross versus net returns

The website calculator applies a simple 6% annual rate to the entered amount and multiplies that annual figure by five. It does not compound returns and does not include taxes, fees, missed payments, inflation, exchange-rate effects or principal repayment. The five-year display is an illustration, not a maturity or redemption commitment.

The $10,000 minimum, 6% annual return, 25-year term, withdrawal arrangements, security features and property economics are discussion assumptions until confirmed by final offering documents. They may change or never become available. A displayed calculation is not a quotation, individualized forecast, subscription acceptance or entitlement to income.

Property gross cash yield, gross rent, available operating surplus and an investor’s net return are different measures. Costs, reserves, debt service, management compensation, allocation priorities and taxes can materially reduce amounts available for distribution. Request a complete explanation of calculations and payment priority before investing.

13. Use of proceeds, fees and conflicts of interest

Final disclosures must identify how investor funds may be used, including acquisition, renovation, operating expenses, reserves, financing, professional fees and any payments to sponsors or affiliates. Do not assume all subscribed capital goes directly into a particular property or social program, or that investor money is held in escrow, segregated or returned if a target is not reached.

Acquisition, development, management, financing, administration, disposition and other fees or compensation may affect returns if applicable. Their amounts, recipients, timing and calculation must be disclosed in the relevant offering documents. This website does not establish a complete fee schedule.

Potential conflicts may arise where sponsors, managers or related parties receive compensation, transact with affiliates, allocate opportunities among projects, control valuations or make decisions affecting distributions and charitable allocations. Such conflicts must be evaluated using issuer-specific disclosures; no particular independent governance or conflict-management arrangement is promised here.

14. Structure, management, reporting and investor rights

Investor rights depend on the actual security and issuer structure. Debt, equity and other instruments have different payment, priority, voting, information and enforcement rights. Participation does not necessarily confer property ownership, operational control, a board seat or the ability to replace management.

A private issuer may not provide the same public reporting, liquidity or market oversight as an SEC-reporting company. Review financial statements, reporting frequency, audit arrangements if any, management experience, custody or payment arrangements, related-party disclosures, default procedures and remedies.

Do not assume promised disclosures, independent valuations, audited accounts, fiduciary arrangements or investor-protection procedures exist unless established in final documentation and applicable law. Ask for the issuer’s legal name, domicile and authorized representatives and independently verify payment instructions.

15. Donations and social-impact objectives

A donation is not the same as a securities investment. A charitable contribution does not ordinarily provide an investment return, ownership or withdrawal right; an investment does not become a tax-deductible gift because proceeds support a social purpose. The label used does not override the transaction’s legal substance.

Before contributing, verify the recipient’s legal identity, charitable status, intended use, restrictions, receipts and refund terms. The website does not establish tax-exempt status or donation deductibility. A donation program must not be used to bypass securities requirements where a transaction is in substance an investment.

Housing places, food allocations, families assisted and SNAP-support outcomes are illustrative targets unless expressly identified as verified results. “Support forever”, “perpetual” and “in perpetuity” describe an intention, not a guarantee of uninterrupted or indefinite service. Delivery depends on sustainable net income, costs, partners, beneficiaries’ eligibility and applicable law.

The social mission does not reduce financial risk or guarantee that capital, interest or impact targets take a particular priority. Final documents must explain allocation priorities and whether mission expenditures can reduce funds available to investors. Perpetual Impact is not a government benefits agency and cannot guarantee SNAP approval or benefit amounts.

16. Tax, inflation and currency considerations

Tax consequences depend on the issuer structure, security, income type, investor residence and personal circumstances. Federal, state, local and non-U.S. taxes, withholding, reporting obligations and changes in law can reduce net returns or create additional obligations. Cash distributions and taxable income may differ, depending on the structure.

No tax result, deduction, exemption or treatment is guaranteed. Consult your own tax adviser, including about any charitable contribution and cross-border issues. Inflation can erode purchasing power, and investors whose home currency is not U.S. dollars may gain or lose from exchange-rate movements and conversion costs.

17. Independent advice, suitability and due diligence

Materials are not personalized financial, investment, legal, accounting or tax advice. Website access and correspondence do not themselves create an advisory, fiduciary, brokerage or professional-services relationship. No SEC registration or professional license for the operator or its representatives is established by this disclaimer.

Obtain independent advice from appropriately qualified advisers and assess your objectives, liabilities, liquidity needs, concentration, risk tolerance and ability to bear a total loss. Review all material risks and investigate the issuer, management, assets, financial position, financing, contracts and regulatory status.

Only invest if you understand the transaction and can bear its risks. No adviser’s opinion, verification confirmation, accreditation determination or social-impact objective substitutes for your own informed decision or guarantees financial results. Never rely solely on website summaries or promotional language.

18. Jurisdictional restrictions and lawful participation

Information is not intended to invite unlawful offers or sales in any jurisdiction. Rule 506(c) is a U.S. federal securities registration exemption; it does not by itself authorize distribution or sales abroad. Foreign securities, financial-promotion, investor-classification and other local requirements may apply.

Access from a country or state does not establish legal eligibility. Participation may be restricted by residence, entity structure, sanctions or other rules. Relevant restrictions must be assessed before solicitation, distribution and sale. No lawful overseas offering is established by the availability of this website.

19. Antifraud protections, non-waiver and updates

Federal and state securities antifraud provisions apply to exempt offerings. An issuer and other responsible persons must not make material misstatements or omit material facts necessary to make statements not misleading in context. Risk warnings do not cure false information, concealment or misleading promotional claims.

Nothing on this page waives or limits liability for fraud, securities-law violations or any other responsibility that cannot lawfully be excluded, or requires an investor to surrender non-waivable rights or remedies. It is not a release, indemnity, subscription representation or certification of compliance.

This disclaimer may be revised prospectively as the program and applicable law change. Recheck its date and obtain current offering materials before any decision. The website version does not amend an existing investment agreement or remove duties owed under that agreement or applicable law.

20. Official regulatory resources

For authoritative information, consult these official resources. They explain legal rules; they do not endorse Perpetual Impact or establish the compliance of any offering.

Current rules and authoritative interpretations govern over any summary here. Obtain U.S. securities counsel’s issuer-specific review before using these materials for an actual offering.

21. Questions and contact

For questions about this Financial Disclaimer, discrepancies in published figures, or requests for the appropriate authorized offering contact, email Perpetual Impact at privacy@perpetualimpact.org.

Do not send funds, subscription instructions or sensitive financial records to this email address. An enquiry does not establish eligibility, reserve an allocation or create a commitment. Obtain and verify the relevant issuer’s legal identity, current offering documents, authorized verification process and secure payment instructions before proceeding.