The communications on this website are being made under Rule 255 of Regulation A under the Securities Act of 1933. No money or other consideration is being solicited, and if sent in response to these communications, will not be accepted. No offer to buy the securities of The Last Acre, Inc. (the "Company") can be accepted, and no part of the purchase price can be received, until an offering statement on Form 1-A has been filed with and qualified by the U.S. Securities and Exchange Commission (the "SEC"). Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. An indication of interest in response to these communications involves no obligation or commitment of any kind.
1. Purpose of this page
This page sets out important disclosures regarding the website operated by The Last Acre, Inc. ("The Last Acre," the "Company," "we," "us," or "our") and any related communications. These disclosures supplement, and are incorporated by reference into, our Terms of Use and Privacy Policy. Capitalized terms not defined here have the meanings given in the Terms of Use.
2. No offer; future offering
The information on this website is for general informational purposes only and is not an offer to sell, or a solicitation of an offer to buy, any securities. Securities may be offered or sold only by means of an offering statement that has been qualified by the SEC, and any such offer may be accepted only on the terms described in the final offering circular included in that qualified offering statement.
The Company intends to conduct an offering pursuant to Regulation A, Tier 2 under the Securities Act of 1933. The Company has not yet filed an offering statement on Form 1-A. There is no guarantee that the Company will file an offering statement, that the SEC will qualify any offering statement that is filed, or that any offering will be completed. The terms, structure, and timing of any future offering are subject to change.
By joining our waitlist or otherwise providing an indication of interest, you are not agreeing to purchase any securities and you are not committed to invest. You may decline to participate, in whole or in part, in any future offering, for any reason or no reason.
3. Anticipated use of proceeds
If and when the Company conducts a qualified Regulation A offering, it currently anticipates that the net proceeds from such offering may be used for purposes including, without limitation:
- Acquisition of one or more land parcels, including purchase price and earnest money;
- Real property taxes on acquired parcels for an estimated portion of the anticipated holding period;
- Closing costs, including title insurance, escrow fees, recording fees, transfer taxes, and brokerage commissions;
- Due diligence expenses, including environmental studies, surveys, appraisals, zoning analyses, and legal review;
- Ongoing carrying costs such as entitlement work, property insurance, maintenance, security, and weed/dust abatement where applicable;
- Asset and entity administration, including transfer agent fees, custodial fees, accounting, audit, tax preparation, and legal compliance;
- Offering and organizational expenses; and
- General working capital and other corporate purposes.
The specific allocation of proceeds among these categories — including the dollar amounts and percentages dedicated to each, the estimated number of years for which property taxes and carrying costs will be pre-funded, and any reserves the Company elects to maintain — will be set forth in the offering circular forming part of any qualified offering statement and will be subject to review by the SEC. The categories listed above are preliminary and are subject to change based on market conditions, deal pipeline, SEC feedback during the qualification process, and other factors. Nothing in this section constitutes a commitment that proceeds will be applied in the manner described; the actual use of proceeds will be governed by the final offering circular and applicable law.
4. Forward-looking statements
This website contains "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements may include, but are not limited to, statements about the Company's plans, objectives, expectations, projections, strategies, future operations, market opportunity, expected returns, timing of any offering, and other matters that are not historical facts. Words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "project," "should," "will," "would," and similar expressions are intended to identify forward-looking statements.
Forward-looking statements are based on the Company's current beliefs and assumptions and on information currently available to it. They are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. You should not place undue reliance on any forward-looking statement. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made, except as required by law.
5. Risk factors
An investment in the securities the Company expects to offer would involve a high degree of risk, including the possible loss of your entire investment. Risks include, without limitation:
- Early-stage company. The Company has a limited operating history, has not generated revenue from its planned business model, and may never achieve profitability.
- Illiquidity. Securities offered under Regulation A may have no established trading market. Even if a market develops, it may be limited, and you may be unable to sell your securities when you wish or at the price you expect.
- Real estate and land risk. Land values are influenced by factors outside the Company's control, including local and regional economic conditions, zoning and land-use regulation, environmental conditions, property taxes, interest rates, supply of and demand for comparable properties, natural disasters, and changes in surrounding development. Land may not appreciate as expected and may decline in value.
- Concentration risk. The Company's holdings may be concentrated in a limited number of properties or geographies, which increases sensitivity to local market conditions.
- Regulatory and tax risk. The Company is subject to extensive federal, state, and local regulation, including securities, real estate, environmental, and tax laws. Changes in law, regulation, or interpretation could materially affect the Company and your investment.
- Reliance on management. Investors will depend on the Company's management and key personnel; the loss of any such person could harm the business.
- Dilution. The Company may issue additional securities in the future, which could dilute your ownership and economic interest.
- No assurance of distributions. The Company does not guarantee any dividends, distributions, or return on investment.
- Technology risk. The Company's platform depends on third-party technology providers (including hosting, payment, and escrow vendors); service interruptions or security incidents could affect operations.
The risks summarized above are not exhaustive. A complete description of the risks of investing will be provided in the offering circular that forms part of any qualified offering statement. You should read that document carefully, together with the financial statements and other disclosures included or incorporated by reference, before making any investment decision.
6. No investment, legal, or tax advice
Nothing on this website constitutes investment, legal, accounting, or tax advice, or a recommendation to buy, sell, or hold any security. The Company is not registered as an investment adviser, broker-dealer, or funding portal. Information on this website is general in nature and does not take into account your individual financial situation, investment objectives, or risk tolerance. You should consult your own legal, tax, and financial advisors before making any investment decision.
7. No past performance; hypothetical illustrations
The Company has a limited operating history and any references to past performance — whether of the Company, its principals, or comparable assets or strategies — are not indicative of future results. Any hypothetical, projected, illustrative, or "what-if" figures shown on this website are for illustrative purposes only, are based on assumptions that may not be realized, and do not represent actual returns. Actual results may differ materially.
8. Third-party information
This website may include information obtained from third-party sources, including market data, industry reports, and government statistics. While we believe these sources to be reliable, we have not independently verified all such information and make no representation or warranty regarding its accuracy or completeness. Inclusion of third-party content does not constitute endorsement.
9. Service providers
If and when the Company conducts a qualified offering, it expects to engage one or more SEC-registered transfer agents, payment processors, escrow agents, and broker-dealers or funding portals as appropriate. The names and roles of those service providers will be disclosed in the offering circular. The Company itself is not, and does not represent itself to be, a broker-dealer, investment adviser, or funding portal.
10. Contact
The Last Acre, Inc.
Attn: Investor Relations
[ADDRESS]