Effective Date: January 1, 2025 | Last Updated: May 15, 2026
The following disclosures are provided in accordance with applicable federal and state securities laws and for the benefit of prospective investors reviewing opportunities on the Crowdlender platform.
General Investment Risk Disclosure
Investing in private real estate securities involves significant risk and is suitable only for sophisticated investors who can afford to lose their entire investment. The securities offered through the Crowdlender platform are not publicly traded and may be difficult or impossible to resell. There is no established secondary market for these securities, and you may not be able to liquidate your investment.
Accredited Investor Requirement
All investment opportunities presented on the Crowdlender platform are available exclusively to “accredited investors” as defined under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. By accessing investment materials, you represent that you qualify as an accredited investor. Crowdlender conducts verification of accredited investor status prior to accepting any investment commitments.
Not a Public Offering
The securities offered through this Platform have not been registered under the Securities Act of 1933 or any state securities laws. These offerings are made in reliance on exemptions from registration, primarily Regulation D, Rule 506(b) or 506(c). There is no obligation to register these securities, and no federal or state agency has reviewed or approved the terms of any offering or the accuracy of any materials presented on this Platform.
Forward-Looking Statements
Certain information presented on this Platform, including projected returns, target IRRs, cash yields, and hold periods, constitutes forward-looking statements. These projections are based on assumptions that may prove incorrect. Actual results may differ materially from projections. Past performance of any offering or of Crowdlender’s management is not indicative of future results. You should not place undue reliance on any forward-looking statement.
Tokenized Securities & Blockchain Risks
Investments made through Crowdlender may involve security tokens issued and transferred on public blockchain networks including Ethereum and Polygon. Tokenized securities are subject to additional risks including: smart contract vulnerabilities; blockchain network congestion or failure; regulatory uncertainty regarding the treatment of digital assets under securities laws; loss of private keys resulting in permanent loss of tokens; and the evolving legal landscape for on-chain financial instruments. Crowdlender makes no representations regarding the future regulatory treatment of security tokens.
No Guarantee of Distributions or Returns
Crowdlender makes no guarantee of any distributions, returns, or preservation of capital. Target cash yields and IRRs are projections only. Actual distributions depend on property cash flows, occupancy, operating expenses, financing terms, market conditions, and other factors outside of Crowdlender’s control. Distributions may be delayed, reduced, or eliminated.
Illiquidity Risk
Private real estate securities are illiquid investments with typical hold periods of three to seven years. Although Crowdlender may facilitate secondary transfers of security tokens following any applicable lock-up period, there is no guarantee that a buyer will be available or that a transfer can be completed at a price acceptable to you. You should be prepared to hold your investment for the full duration of the stated hold period.
Conflicts of Interest
Crowdlender and its affiliates may have financial interests in the offerings presented on the Platform, including co-investment positions, management fees, acquisition fees, disposition fees, and carried interest arrangements. These interests may create conflicts between Crowdlender’s economic interests and the interests of investors. Full details of any conflicts of interest are disclosed in the offering documents for each investment.
Regulation S-K and Offering Documents
Each investment opportunity is accompanied by a private placement memorandum (“PPM”) or similar offering document that contains detailed information about the investment, the issuer, the risks, the fee structure, and other material terms. Investors are strongly encouraged to read all offering documents carefully and in their entirety before making any investment decision and to consult with qualified legal, tax, and financial advisors.
Tax Considerations
Investment in real estate securities may have significant tax implications, including recognition of ordinary income, capital gains, depreciation recapture, and the potential issuance of Schedule K-1 or other tax forms. Investors should consult a qualified tax advisor regarding their individual tax situation before investing. Crowdlender does not provide tax advice.
Contact
For questions about these disclosures or any offering, contact us at [email protected].