Investment Disclaimer
Last Updated: February 2025
This Investment Prospectus (the “Prospectus”) is being provided for informational purposes only and does not constitute an offer or solicitation for the sale of securities. This is a private offering intended solely for accredited investors as defined in Regulation D, Rule 506 of the Securities Act of 1933. The securities discussed in this Prospectus have not been registered with the U.S. Securities and Exchange Commission (SEC) or any state securities authority.
No SEC or State Approval
The securities offered herein have not been approved or disapproved by the SEC or any state securities commission, nor has the SEC or any state authority passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is unlawful.
Risk of Investment
This investment involves a high degree of risk, including but not limited to the potential loss of all invested capital. Past performance is not indicative of future results, and there is no guarantee of any return on investment. You should be able to bear the loss of your entire investment.
Investors are urged to carefully review the Risk Factors section of this Prospectus, which outlines various risks such as real estate market fluctuations, development risks, construction delays, regulatory challenges, and the potential for changes in market conditions.
Accredited Investors Only
This investment is offered only to accredited investors as defined in Regulation D, Rule 501 of the Securities Act. By accepting this Prospectus, you represent that you meet the criteria for an accredited investor. The minimum investment is $250,000, and all investors must have the financial capacity to bear the risk of this investment for an indefinite period.
Forward-Looking Statements
This Prospectus includes certain forward-looking statements that involve significant risks and uncertainties. These statements are based on current expectations and assumptions that may change due to various factors, including market conditions, regulatory changes, and project delays. Actual results may differ materially from those projected in these statements.
No Guarantee of SEC or State Registration
The offering of securities is being made under Regulation D, Rule 506 of the Securities Act and is exempt from registration with the SEC. Although this offering is not subject to state securities registration, the issuer will comply with applicable state securities regulations and file necessary Form D with the Texas State Securities Board.
Limited Liquidity
The securities offered in this Prospectus are illiquid, and there is no public market for the securities. Investors must be prepared to hold their investment for the long term and must not expect immediate liquidity.
Conflicts of Interest
Certain individuals involved in the management of this project may have potential conflicts of interest. These include, but are not limited to, management fees, development fees, or other compensations tied to the success of the project. All conflicts of interest have been disclosed within this Prospectus.
Legal and Tax Advice
Prospective investors are strongly encouraged to consult with their own legal, financial, and tax advisors before making an investment decision. The issuer has made efforts to provide accurate and detailed information; however, no one should rely solely on the information in this Prospectus for making financial decisions.
No Representation Beyond This Document
No person or entity other than the issuer has been authorized to make representations concerning the securities offered in this Prospectus. Investors should not rely on any information or representations not contained in this document.
Confidentiality
This Prospectus is intended solely for the use of accredited investors who are considering an investment in Veritatis Splendor. Any distribution or reproduction of this document to persons other than the offeree and their advisors is unauthorized.