Important Disclosures

Last updated: June 24, 2026

No offer; offering by private placement memorandum only

Nothing on this Site constitutes an offer, solicitation, or recommendation to buy or sell any security or to participate in any investment or immigration program. Any offer of securities will be made solely to qualified investors through a confidential private placement memorandum and related subscription and operating agreements (the "Offering Documents"). In the event of any conflict between this Site and the Offering Documents, the Offering Documents control. Prospective investors must review the Offering Documents in their entirety, including all risk factors, before making any decision.

Accredited investors only (Regulation D Rule 506(c))

Any offering referenced on the Site is intended to be made in reliance on the exemption from registration provided by Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, and is available only to "accredited investors" as defined in Rule 501. Under Rule 506(c), the issuer is required to take reasonable steps to verify accredited-investor status, and investors must provide documentation to complete that verification. The securities have not been and will not be registered under the Securities Act or any state securities laws and may not be resold absent registration or an applicable exemption.

Risk of loss and illiquidity

• An investment in a private, early-stage infrastructure project is speculative and involves a high degree of risk. You could lose some or all of your investment.
• The securities are illiquid. There is no public market, transfer is restricted, and you should be prepared to hold your investment for a multi-year period with no ability to readily withdraw capital.
• Distributions and returns are not guaranteed, and the EB-5 program requires that invested capital remain "at risk" throughout the required sustainment period.
• Project development carries construction, permitting, interconnection, supply-chain, technology, offtake, regulatory, and market risks that may affect outcomes.

EB-5 immigration risks

Participation in the EB-5 Immigrant Investor Program does not guarantee a visa, conditional or permanent residency, or U.S. citizenship. Immigration outcomes are determined by U.S. Citizenship and Immigration Services (USCIS), the Department of State, and applicable law — not by Solyx or the Fund. Among other risks:

• USCIS adjudication of Form I-526E and Form I-829 petitions is discretionary, and approval is not assured;
• the investment must create and sustain the required number of qualifying jobs, and a shortfall can jeopardize immigration benefits;
• processing times are lengthy and uncertain, and visa availability may be subject to per-country limits and retrogression;
• the EB-5 program and its rules are subject to legislative reauthorization and regulatory change that could affect eligibility, minimum investment amounts, or targeted-employment-area (TEA) designations; and
• your immigration result is independent of your financial result — repayment of capital and a successful petition are separate outcomes, and neither is guaranteed.

No government endorsement

No U.S. federal or state agency — including the U.S. Securities and Exchange Commission, USCIS, or any state regulator — has approved, disapproved, endorsed, or passed upon the merits of any offering, the Site, or the accuracy or adequacy of any information provided. Any representation to the contrary is unlawful.

Forward-looking statements and projections

The Site may contain forward-looking statements and projections regarding generation capacity, construction and operating timelines, job creation, tax incentives, distributions, and immigration outcomes. These are based on assumptions and current expectations, are inherently uncertain, and are not guarantees of future performance. Actual results may differ materially. Any projections are illustrative only and should not be relied upon as a promise of results.

Tax incentives

References to federal investment tax credits, production incentives, or other tax benefits (such as those under Sections 48, 48E, or 45Q of the Internal Revenue Code) are general in nature and subject to change in law, regulation, and IRS guidance, as well as to the project's qualification and timing. The availability and value of any tax benefit are not guaranteed and depend on each investor's circumstances. Consult your own tax advisor.

Conflicts of interest and fees

The sponsor, manager, regional center, and their affiliates may receive fees and other compensation in connection with an offering and may have interests that differ from those of investors. These arrangements, along with the associated conflicts of interest, are described in the Offering Documents, which should be reviewed carefully.

Third-party and market information

Certain information on the Site is derived from third-party and industry sources believed to be reliable, but its accuracy and completeness are not guaranteed, and it has not been independently verified.

Jurisdictional notice

The Site is intended for use where lawful. Offerings are not directed to any person in any jurisdiction where the offer, solicitation, or sale would be unlawful, and it is each prospective investor's responsibility to comply with the laws applicable to them.

Not legal, tax, immigration, or investment advice

This page and the Site do not provide individualized advice and do not create any advisory or fiduciary relationship. EB-5 and private-placement investments are complex. You should consult your own qualified securities, immigration, and tax advisors and rely only on the Offering Documents before making any decision.

Contact

Questions regarding these disclosures may be directed to admin@solyxsys.com or through our contact page.