Offering memorandum · September 2026
Risk factors and disclosures
Everything the offering memorandum says can go wrong, in its own order, each condensed from the memorandum’s own text. The full wording, with every consequence it names, is in the offering memorandum itself. If one of these is a reason not to invest, it is better found here than in month four of diligence.
The sixteen risk factors
- 01
Real Estate, Economic and Certain Other Conditions
The real estate industry is cyclical and sensitive to general economic conditions. Completion may be delayed by regulations, inspections and force majeure.
- 02
Development and Construction Risk
Ground-up development. The general construction contract has not been executed and the hard cost is a budget rather than a contracted price. A 10% increase in hard cost reduces the modeled levered return by approximately 600 basis points.
Vera Fund pro forma, September 2026 · projected, not guaranteed
- 03
Lease-up and Rental Rate Risk
Underwritten at rents at the upper end of the current sub-market range with a six-month lease-up. A substantial pipeline of larger, structured-parked buildings may offer concessions when the Project opens.
- 04
Interest Rate and Refinancing Risk
Assumes a construction loan at 9.00% and a month-36 refinance at 5.50% sized to 1.25x DSCR. No loan has been committed.
Vera Fund pro forma, September 2026 · projected, not guaranteed
- 05
Vacancies at Market Place
Significant vacancies could reduce cash available for operating expense or distribution.
- 06
Tenant Default or Bankruptcy
Tenant defaults reduce cash receipts; bankruptcy can result in lease rejection and termination.
- 07
Competition
The industry is highly competitive and fragmented; some competitors have longer histories and greater resources.
- 08
Environmental Matters
No assurance that environmental liabilities do not exist or will not develop; remediation costs may be substantial.
- 09
Dependence on Management Personnel
Success depends significantly on the Sponsor's management.
- 10
Cash Flows May Not be Distributed
No guarantee of sufficient cash in any given quarter.
- 11
Lack of Liquidity
Interests are restricted and unregistered; investors should be prepared to hold indefinitely.
- 12
Conflicts of Interest
Vera Fund LLC owns Aventura Quattro on the same block, which competes with the Property.
- 13
Compensation and Other Fees
The Sponsor or affiliates may be paid acquisition, asset management, brokerage, structuring, property management, construction management or developer fees.
- 14
No Control by Investors
The Sponsor has sole control; investors have no voice in day-to-day management.
- 15
Private Offering and Lack of Agency Review
Not registered; no SEC or state securities commission review.
- 16
Tax Risks
Complex federal, state and local tax considerations; allocated income may exceed cash distributions.
Conflicts and alignment
The conflicts of interest, all of them
The sponsor sits on more than one side of this transaction. Each conflict is stated plainly, then as the offering memorandum records it, summarised. None of them is a projection, so none of them is behind the gate.
- 01
The sponsor owns the land it is contributing, and set the price at which it is carried.
OM, summarisedVera Fund owns the land free and clear. Carried at $2,010,000, below the $2.5mm value at which VF has previously offered the site.
- 02
An affiliate of the sponsor may manage the building once it opens, and would be paid to do so.
OM, summarisedThe Sponsor or affiliates may be paid acquisition, asset management, brokerage, structuring, property management, construction management or developer fees.
- 03
The building next door is ours. It competes with this one for the same tenants, and it is also the evidence we point to about lease-up — so it is not an independent comparable.
OM, summarisedVera Fund LLC owns Aventura Quattro on the same block, which competes with the Property.
- 04
The general partner funds 10% of the equity and takes a promote once investors are past the preferred return.
OM, summarisedFirst tier of the distribution waterfall: Return of capital, then 8% IRR.
- 05
The sponsor controls the company. Investors do not vote on day-to-day decisions.
OM, summarisedThe Sponsor has sole control; investors have no voice in day-to-day management.
- 06
Nothing that finances or builds this is contracted yet.
OM, summarisedHard cost carried at $292 per gross square foot plus a 5% owner's contingency. The construction contract has not been executed.
OM, summarisedNo loan has been committed.
OM, summarisedAventura Quattro is owned by a Vera Fund affiliate, sits on the same block and will compete with the Project for tenants. An affiliate of the Sponsor may act as property manager.
Legends
What this is, legally
Not an offer
Nothing on this site is an offer to sell, or a solicitation of an offer to buy, any security. Any offer will be made only to accredited investors, and only by means of definitive offering documents, which contain material information not presented here, including risk factors.
The securities legend
The interests have not been registered under the Securities Act of 1933, as amended, or any state securities laws, in reliance upon exemptions from registration provided by Section 4(2) of the Securities Act and similar state exemptions. The interests have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission.
The risk legend
Investors must be prepared to bear the risk of their investment for an indefinite period and be able to withstand a total loss of their investment.
Forward-looking statements
Some statements are forward looking and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. The Sponsor cannot guarantee future results and assumes no duty to update them.
Every projected figure on this site carries the same stamp, in the same block as the figure, and at least one named risk beside it: Vera Fund pro forma, September 2026 · projected, not guaranteed. No statutory safe harbour applies to these statements.
Renderings
Concept renderings prepared for marketing. Facade lighting, signage and interior fit-out shown are design concepts and do not form part of the approved ASPR drawing set.
Every rendering on this site is captioned inside its own frame: Concept rendering.
This disclaimer's version
The disclaimer and every projection stamp on this site are generated from the offering memorandum dated September 2026, and versioned: 2026-09+120fc3b5e339. When the pro forma, its assumptions or any risk factor changes, the version changes with it.