Effective date: September 12, 2026. Version 2.1. This notice replaces in its entirety the previous “Disclaimer & Agreement” and incorporates the substance of the previous “Compliance & Risk Disclosure”. The English version is the operative version; any translation is provided for convenience and, in the event of any discrepancy, the English text controls.
1. Purpose of this notice
This notice applies to arcsacapital.com and to all materials made available through it. Read it before relying on anything on the Site. It is written to be understood, not to be skimmed: the points below are the ones that matter most to anyone evaluating a private real estate offering.
2. No offer or solicitation
Nothing on the Site constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation of any security. Any investment opportunity referenced is described for informational purposes. No offer is or will be made except pursuant to definitive subscription documentation, including a private placement memorandum and a limited partnership agreement, delivered only to persons whose accredited investor status has been verified. In the event of any inconsistency between the Site and those documents, the offering documents control.
No person — including any employee, officer, member, agent, introducer, referral partner or third-party adviser — has been authorized to give any information or to make any representation concerning ARCSA Capital, its vehicles or any offering other than the information and representations contained in the definitive subscription documentation. Any information or representation not contained in those documents must not be relied upon as having been authorized by ARCSA Capital, the general partner or the manager.
3. Exempt offering; absence of regulatory approval
Interests in vehicles managed by ARCSA Capital are not registered under the Securities Act of 1933 or with any state securities authority, and are offered in reliance on an exemption from registration under Regulation D.
Neither the U.S. Securities and Exchange Commission nor any other federal or state authority has approved, reviewed, endorsed or passed upon the merits of these securities, or upon the accuracy or adequacy of the information published here. Any representation to the contrary is unlawful. An exemption is not an approval, a licence, or a finding of any kind. ARCSA Capital is not registered as an investment adviser or as a broker-dealer.
Corporate registrations of group entities with the Florida Division of Corporations or with any other state confirm that those entities exist and are in good standing. They are not a licence to manage investments, an endorsement, or approval of any offering, and no such state endorsement exists.
4. Eligibility and verification
Participation is limited to persons who qualify as accredited investors as defined in Rule 501(a) of the Securities Act. Because the offering relies on Rule 506(c), ARCSA Capital is required to take reasonable steps to verify that status before accepting any subscription. Self-certification is not sufficient under the rule and is not accepted. Verification may be completed through a written confirmation from your own certified public accountant, attorney, registered investment adviser or registered broker-dealer, through an independent verification provider, or by our review of the documentation the rule contemplates.
5. Target returns
Any return figure presented on the Site — including any figure expressed as a target, objective, model output or illustration — is an underwriting objective based on assumptions stated at the date of publication. It is not a guarantee, not fixed income, not a coupon, and not a commitment to make distributions. Distributions depend on realised dispositions, their timing and the prices achieved. Actual results may differ materially from any figure shown, and in adverse conditions investors may lose part or all of their capital.
6. Risk of loss
Investing in private real estate involves substantial risk, including the total loss of invested capital. Risks include, without limitation: market and pricing risk in South Florida residential real estate; execution, construction and cost-overrun risk; leverage and refinancing risk; interest-rate and credit-availability risk affecting both the vehicle and prospective buyers; absorption and exit-timing risk; valuation risk; concentration risk by asset class and geography; counterparty risk; key-person risk; regulatory, tax and litigation risk; and force majeure, including severe weather events affecting Florida. No structure, control or governance framework eliminates these risks.
The vehicles may employ investment and financing practices that are speculative in nature and that carry a higher risk of loss than more conventional strategies, including the use of leverage. In addition, a limited partner who fails to fund a capital commitment when called, or who otherwise materially breaches the partnership agreement, may be subject to the remedies and penalties provided for in that agreement, which can include forfeiture of all or part of the interest and of amounts already contributed.
7. Illiquidity and transfer restrictions
Interests are illiquid. They are subject to substantial transfer restrictions set out in the limited partnership agreement, may not be resold except as permitted by law and by those documents, and no secondary market exists or is expected to develop. Capital is committed for the term of the vehicle, which runs to the seventh anniversary of the initial closing and may be extended. There is no right of withdrawal and no general redemption right. The partnership agreement provides only a narrow redemption facility: a limited partner may request redemption during a thirty-day window beginning on the second anniversary of the final closing, and again on the fourth, and the general partner may grant or refuse that request in its sole discretion. Redemptions are capped in aggregate and are not a liquidity feature an investor should rely on. Any reference on the Site to annual distributions describes a distribution of available proceeds, when and if declared under the terms of the partnership agreement; it is not a right to withdraw capital and it does not make the interests liquid. Prospective investors must be able to bear both the complete loss of their investment and the illiquidity of their capital for the full term.
8. Forward-looking statements
The Site contains forward-looking statements regarding market conditions, strategy, opportunities and expected outcomes. Such statements are subject to risks and uncertainties, and actual results may differ materially due to changes in economic conditions, interest rates, regulatory requirements, geopolitical events and other factors outside our control. We undertake no obligation to update any forward-looking statement.
9. Hypothetical, modelled and illustrative information
Certain information on the Site — including scenario simulators, underwriting models, case illustrations and stress cases — is hypothetical. Hypothetical results have inherent limitations: they are prepared with the benefit of hindsight, do not reflect actual trading or ownership, do not account for all costs and frictions, and no representation is made that any investor did or will achieve results similar to those shown.
10. Past performance and predecessor performance
Past performance is not indicative of future results. References on the Site to a multi-decade track record relate to Grupo ARCSA, whose activity since 1998 has been credit origination, recovery and asset management in Mexico and Latin America. That is a different strategy, in a different market, under a different regulatory regime, conducted by different vehicles. It is not the performance of ARCSA Capital’s U.S. real estate vehicles, which were formed in 2025 and do not yet have an audited performance record of their own, and it should not be relied upon as an indication of what those vehicles will achieve.
Any historic or current performance information appearing on the Site, in presentation materials or in correspondence is unaudited and is provided for illustrative purposes only. It has not been reviewed, verified or certified by an independent auditor, and it is subject to change.
11. Conflicts of interest
Entities within the ARCSA group may act concurrently as general partner, investment manager, general contractor and service provider in relation to portfolio assets, and may receive fees in more than one of those capacities. These roles create conflicts of interest, including in the allocation of opportunities among vehicles, the pricing of affiliated services, the timing of dispositions and the valuation of assets. The conflicts and the procedures applied to address them are described in the offering documents, which prospective investors should read in full.
12. Third parties and service providers
Information attributed to third parties is believed reliable but has not been independently verified by us, and we make no representation as to its accuracy or completeness. Where banks, administrators, auditors or other providers are named, that describes an operational relationship only: no such party endorses, guarantees, supervises or is responsible for any investment, for the content of the Site, or for the outcome of any transaction. The identity of the fund administrator and of any external auditor is set out in the offering documents.
13. Tax
Nothing on the Site is tax advice. Tax treatment depends on each investor’s circumstances, residence, domicile and structure, and is subject to change. For non-U.S. investors, U.S. taxes apply: these may include withholding under the Foreign Investment in Real Property Tax Act (FIRPTA) on the gross proceeds of a disposition, taxation of effectively connected income, branch profits tax, and U.S. estate tax exposure on U.S.-situs assets. Prospective investors should also note that the structure contemplates holding investments through U.S. corporations treated as blockers, which bear entity-level U.S. corporate tax before any distribution reaches investors, and that the strategy contemplates holding periods of less than one year, so gains are generally taxed at ordinary income rates rather than long-term capital gains rates. A tax-efficient structure is not a tax-free structure. Consult your own tax adviser.
14. Jurisdictional limitations
This Site is not directed to, and is not intended for distribution to or use by, any person in any jurisdiction where such distribution or use would be contrary to local law or regulation, or would subject ARCSA Capital or any vehicle to any registration or licensing requirement in that jurisdiction. The interests have not been registered with, and are not offered to the general public in, any jurisdiction outside the United States. In particular, they are not registered with the Comisión Nacional Bancaria y de Valores of Mexico and are not the subject of a public offering in Mexico. Interests in the non-U.S. vehicle are offered outside the United States in reliance on Regulation S under the Securities Act, and the offering documents carry the specific legends required in each jurisdiction in which interests may be offered.
15. No advisory or fiduciary relationship
Accessing the Site, using its tools, corresponding with its automated assistants, or receiving materials does not create an advisory, fiduciary, agency or client relationship between you and ARCSA Capital. Such a relationship arises only through formal engagement and execution of the applicable documentation. You should consult your own legal, tax and financial advisers before making any investment decision.
An investment in a fund vehicle is a passive one. A limited partner has no right to participate in the management, operation or investment decisions of the vehicle; all such decisions rest with the general partner and the manager. An interest confers the economic and information rights set out in the partnership agreement and nothing more.
16. Automated assistants
Any automated conversational assistant available on the Site is a contact and orientation tool. It does not provide investment advice or recommendations, cannot assess whether an investment is suitable for you, and its responses do not bind ARCSA Capital or modify the offering documents. Where its answers conflict with the offering documents, those documents control.
17. Contact
Questions about this notice: erick.calderon@arcsacapital.com — ARCSA Capital Management LLC, 1200 Brickell Avenue, Suite 1950, Miami, Florida 33131, United States.
