Risks & Disclosures

Last updated: August 4, 2026

Please read this page carefully. It contains important information regarding this website, Assemble Capital and its affiliates, and the substantial risks associated with private real estate investments. These disclosures are general, are not exhaustive, and do not replace the definitive offering and governing documents for any particular investment.

1. Informational Website; No Offer or Solicitation

This website is provided solely for general informational purposes. Nothing on this website constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation concerning any security. No offer or solicitation may be made except through the definitive offering and governing documents of the applicable issuer, delivered through a process that complies with applicable federal and state securities laws.

Each issuer and each offering is separate. Eligibility requirements, investment terms, fees, expenses, conflicts, risk factors, investor rights, distribution provisions, and regulatory exemptions may differ materially from one offering to another. Website information is necessarily abbreviated and does not contain all information that a prospective investor should consider.

The definitive documents for each offering must be read together. Any inconsistency among those documents will be resolved under their express conflict, interpretation, and priority provisions and applicable law. Website content, presentations, emails, calls, text messages, social-media content, and other informal communications do not amend or replace the definitive documents.

No representative may modify the definitive documents or make a binding representation on behalf of an issuer except through a written instrument executed by an authorized person. Prospective investors should promptly report any communication that appears inconsistent with the definitive documents.

2. Private and Exempt Offerings

Interests in Assemble Capital-affiliated issuers have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. Offerings are expected to rely on one or more exemptions from registration, which may include Rule 506(b) or Rule 506(c) of Regulation D. Reliance on an exemption does not mean that the offering has been reviewed or approved by a regulator.

Rule 506(b) does not permit general solicitation or general advertising. Accordingly, information concerning a Rule 506(b) offering will be provided only through channels and to persons determined by the applicable issuer and its counsel to be consistent with Rule 506(b). A pre-existing substantive relationship may be relevant to that determination but does not, by itself, guarantee compliance.

Rule 506(c) permits general solicitation only if every purchaser is an accredited investor, the issuer takes reasonable steps to verify each purchaser’s accredited-investor status, and all other applicable requirements are satisfied. A prospective investor’s self-certification alone may not satisfy the verification requirements applicable to a Rule 506(c) offering.

No federal or state securities commission or regulatory authority has approved or disapproved any offering, passed upon the merits or risks of any investment, or determined that this website or any offering materials are accurate or complete. Any representation to the contrary is unlawful.

Securities are not bank deposits, are not insured by the FDIC or any other governmental agency, and are not guaranteed by Assemble Capital, any sponsor, manager, principal, affiliate, lender, or other person unless a definitive written document expressly states otherwise.

Offerings may be withdrawn, modified, suspended, rejected, or closed at any time, subject to the applicable definitive documents and law. Assemble Capital and its affiliated issuers reserve the right to accept or reject any subscription, in whole or in part, to the extent permitted by law.

3. Investor Eligibility and Suitability

Participation is limited to persons who satisfy the eligibility, suitability, verification, and other requirements of the applicable offering. Most offerings are expected to be limited to accredited investors as defined in Rule 501(a) of Regulation D. Accredited-investor status does not mean that an investment is suitable, prudent, or appropriate for a particular investor.

In limited Rule 506(b) offerings, securities may be sold to a restricted number of non-accredited investors who satisfy applicable sophistication requirements, but only if the issuer elects to permit such participation and complies with all additional disclosure and legal requirements. No person should assume eligibility based solely on website content or a prior investment.

Prospective investors should invest only if they:

• Can bear the loss of their entire investment;
• Have no need for liquidity from the investment;
• Can hold the investment for an indefinite period;
• Understand the offering and its risks; and
• Have independently determined, with their own professional advisers, that the investment is appropriate for their financial circumstances, objectives, tax situation, and risk tolerance.

4. Historical Performance and Track-Record Information

Historical information presented on this website—including project counts, acquisition and sale prices, development costs, profits, equity multiples, internal rates of return, refinancing proceeds, and completed values—may include projects undertaken by Assemble Capital’s principals through predecessor or affiliated entities, including Thornton Development Group, Thornton Holdings LLC, and other affiliates.

Most historical projects were not Assemble Capital offerings and did not involve Assemble Capital investors.

Unless expressly identified otherwise, historical figures:

• Reflect project-level or sponsor-level results rather than returns earned by Assemble Capital investors;
• Are pre-tax, unaudited, derived from internal records, closing statements, lender records, and other sources, and have not been independently verified;
• May be gross of some or all fees, promotes, overhead, taxes, financing costs, reserves, selling expenses, and investor-specific expenses;
• May include refinancing or recapitalization proceeds funded by additional debt;
• May include appraised, listed, broker-opined, or sponsor-estimated values for assets that have not been sold;
• May be affected by the selection, exclusion, classification, aggregation, and timing of projects presented; and
• Do not represent an audited composite, the performance of a fund, or the experience of any actual Assemble Capital investor unless expressly stated.

Sponsor-level results are not equivalent to investor returns. Investor results may differ materially because of fees, expenses, promotes, distribution waterfalls, the timing of contributions and distributions, reserves, leverage, taxes, defaults, dilution, and offering-specific terms. No representation is made that an investor could have participated in every historical project or received the displayed result.

Internal rate of return is particularly sensitive to the timing of contributions and distributions and may appear disproportionately high for short-duration investments. An equity multiple does not account for investment duration. Gross project profit is not equivalent to cash distributed to investors. Refinancing proceeds are not necessarily economic profit and may increase leverage and future risk.

Realized and unrealized results are materially different. Appraisals, broker opinions, listing prices, and sponsor estimates may never be realized and may decline materially. Unless clearly stated otherwise, projected, appraised, listed, and unrealized values must not be interpreted as completed sales or realized gains.

Benchmark comparisons are illustrative only. They may use assumed long-term rates rather than actual contemporaneous performance and may not adjust for leverage, volatility, risk of loss, liquidity, taxes, fees, timing, or differences in investment structure. They are not intended to show that an Assemble Capital investment is equivalent or superior to any public-market or other investment.

Past performance does not predict or guarantee future results. Some projects may lose money. A predecessor project returned approximately 0.73x sponsor equity, and other current or future investments may experience a partial or total loss.

5. Forward-Looking Statements, Projections, and Illustrative Information

This website may contain forward-looking statements, targets, projections, estimates, budgets, business plans, and other statements concerning future events or performance. These may include projected completion values, sellout values, rents, costs, timelines, returns, distribution dates, refinancing assumptions, unit counts, square footage, and exit windows.

Forward-looking information is inherently uncertain, is based on assumptions and information available when prepared, and may change without notice. Actual results may differ materially because of construction costs, financing terms, interest rates, governmental action, entitlement and permit outcomes, litigation, market demand, pricing, insurance, taxes, natural disasters, contractor performance, and other factors.

Projected returns, preferred returns, targeted returns, targeted hold periods, and anticipated distributions are objectives or estimates only. They are not promises, guarantees, debt obligations, or assured payments. No assurance can be given that any projection or target will be achieved.

Appraisals, broker opinions, comparable sales, listing prices, and sponsor estimates are opinions as of a particular date and are not guarantees of market value or sale proceeds.

Renderings, photographs, floor plans, maps, finish schedules, and other visual materials are illustrative. Designs, approvals, unit counts, square footage, layouts, amenities, finishes, and development plans may change materially.

6. Principal Investment Risks

Private real estate development investments are speculative, illiquid, and involve a high degree of risk. The following risks are not exhaustive. Any one or more of them could delay a project, reduce or eliminate distributions, require additional capital, or result in the loss of some or all invested capital.

Loss of Capital

An investor may lose the entire investment. There is no assurance that the issuer will preserve capital, complete the project, generate profit, make distributions, or return any invested funds.

Illiquidity, Restricted Securities, and No Redemption

Interests are restricted securities, are not publicly traded, and are subject to significant legal and contractual transfer restrictions. No public market is expected to develop. Investors may be required to hold their interests indefinitely and should not expect the issuer, sponsor, manager, or any affiliate to repurchase or redeem them.

No Assured Distributions; Preferred Return Is Not Guaranteed

A preferred return is generally a priority in a distribution waterfall. It is not interest, a guaranteed return, a promised payment, or a debt obligation.

Preferred returns and other distributions depend on available cash, project performance, lender restrictions, reserves, manager determinations, and the governing documents. A preferred return may accrue without ever being paid.

Leverage and Financing Risk

Projects may use substantial acquisition, construction, bridge, mezzanine, seller, or other financing. Debt service, floating interest rates, default interest, loan fees, extension costs, maturity dates, covenants, appraisals, draw conditions, and refinancing availability may materially impair returns.

Lenders generally have claims senior to investor equity and may suspend draws, demand additional equity, impose reserves, enforce guaranties, appoint receivers, foreclose, or exercise other remedies. New or replacement financing may be more expensive, may be unavailable, and may be senior to investor interests.

Interest-Reserve and Cash-Flow Risk

Interest reserves and working-capital reserves are estimates and may be exhausted before a project produces revenue or sale proceeds. The issuer may then require additional capital, reduce other expenditures, obtain additional financing, delay completion, default, or lose the property.

No Minimum Capitalization Assurance

Unless an offering’s definitive documents provide otherwise, an issuer may begin using investor capital before raising its target amount. Raising less than the anticipated amount may increase completion, financing, concentration, and capital-call risks.

Capital Calls, Dilution, and Restructuring

Initial capital may be insufficient. Additional contributions may be requested or required. Failure to participate may result in dilution, loss of voting or economic rights, subordination, forced sale, member loans, additional sponsor ownership, or other consequences to the extent permitted by the governing documents and applicable law.

Restructuring, rescue capital, or additional financing may be on terms materially adverse to existing investors.

Construction and Completion Risk

Projects may experience cost overruns, change orders, delays, labor shortages, supply-chain disruptions, defective work, casualties, theft, vandalism, stop-work orders, inspection failures, contractor or subcontractor defaults, licensing problems, disputes, and mechanics’ liens.

Completion guarantees, budgets, contingencies, insurance, or fixed-price contracts do not eliminate these risks.

Predevelopment and Abandoned-Project Risk

Capital may be spent on architecture, engineering, consultants, deposits, financing, legal services, entitlements, permits, and other predevelopment items even if the project is delayed, redesigned, sold prematurely, or abandoned. Those expenditures may have little or no recoverable value.

Unknown Property and Title Conditions

Properties may contain undiscovered structural, geotechnical, soil, drainage, environmental, title, boundary, easement, utility, code-compliance, mold, asbestos, lead, hazardous-material, or other conditions.

Such conditions may increase costs, reduce value, cause liability, or prevent the contemplated use or development.

Entitlement, Permitting, Mapping, and Regulatory Risk

Projects may depend on discretionary or ministerial entitlements, SB 684 or other statutory pathways, tentative or final maps, coastal or environmental approvals, demolition approvals, utility clearances, inspections, certificates of occupancy, or other governmental action.

Preliminary approvals, staff communications, legal opinions, zoning analyses, or prior approvals do not guarantee final approval or completion. Laws, administrative interpretations, fees, conditions, and approval pathways may change, be delayed, be challenged, or become unavailable.

Governmental, Housing, and Change-in-Law Risk

Projects may be affected by zoning, building codes, development standards, affordable-housing obligations, replacement-housing requirements, the Ellis Act, rent control, tenant protections, subdivision laws, environmental requirements, labor rules, impact fees, mansion or transfer taxes, and other federal, state, and local laws.

Changes in law or governmental interpretation may materially alter feasibility, timing, cost, unit count, design, or exit strategy.

Utility and Infrastructure Risk

Projects may require utility upgrades, easements, dedications, street work, sidewalks, drainage, undergrounding, fire-department access, public improvements, or off-site work that is more expensive or time-consuming than anticipated.

Market, Absorption, and Concentration Risk

The strategy may be concentrated in Los Angeles-area residential real estate and may lack geographic, asset-class, and tenant diversification.

Local price declines, reduced buyer demand, competing inventory, higher mortgage rates, concessions, appraisal shortfalls, rent regulation, taxes, and prolonged absorption may reduce proceeds. Multiple units offered from one project may compete with one another.

Exit-Strategy Risk

Planned sales, refinancings, subdivisions, condominium structures, tenancy-in-common structures, ADU conveyances, leases, or other exit strategies may be delayed, legally unavailable, unfinanceable, uninsurable, or rejected by the market.

The manager may pursue a different exit, accept a lower price, extend the hold, refinance, lease units, or restructure the project to the extent permitted by the governing documents.

Valuation and Sales-Cost Risk

Values for unsold assets may be based on appraisals, broker opinions, comparable sales, listing prices, or sponsor estimates. Actual proceeds may be lower.

Brokerage commissions, transfer taxes including Measure ULA, staging, concessions, escrow expenses, title costs, debt repayment, reserves, warranties, litigation, and post-closing claims may materially reduce distributable proceeds.

Natural-Disaster, Casualty, Climate, and Insurance Risk

Southern California properties are exposed to earthquake, wildfire, flood, landslide, extreme heat, drought, utility interruption, and other casualty and climate risks.

Insurance may be unavailable, insufficient, subject to large deductibles or exclusions, or substantially more expensive than projected. Uninsured or underinsured losses may eliminate project equity.

Environmental and Hazardous-Material Risk

An owner or operator may face investigation, remediation, personal-injury, regulatory, or other liability relating to contamination or hazardous materials, including conditions it did not cause and did not know existed.

Insurance and contractual indemnities may be unavailable or insufficient.

Litigation and Legal Risk

Real estate activities can produce contract, construction-defect, employment, premises-liability, partnership, neighbor, title, land-use, fair-housing, accessibility, securities, tax, and other claims.

Claims may generate substantial cost, delay, reputational harm, or adverse judgments regardless of merit. Insurance or indemnification may not cover the claim or the full loss.

Key-Person and Personnel-Allocation Risk

Results depend heavily on a limited number of principals and personnel. Death, disability, departure, distraction, dispute, or unavailability may materially impair an issuer.

Principals may devote time to other investments, businesses, brokerage activities, lending activities, development projects, and personal matters and may not devote all working time to any particular issuer.

Manager Discretion and Limited Investor Control

Project entities are generally manager-managed. Investors may have limited voting, information, removal, approval, and control rights.

Subject to the governing documents and law, the manager may exercise discretion concerning budgets, reserves, financing, construction, settlements, distributions, valuations, business plans, sales, and other material matters.

Related-Party Transactions and Conflicts of Interest

Affiliates of the principals—including development, construction-management, brokerage, lending, property-management, consulting, or other businesses—may provide services or financing to project entities for compensation.

Related-party arrangements may not be negotiated on an arm’s-length basis and may create incentives that differ from investor interests. Affiliates may earn fees even if investors do not receive their expected return.

An affiliated brokerage may receive compensation on an acquisition or sale and may therefore have an incentive to complete a transaction. An affiliated lender may possess rights as a creditor that are adverse to the project or investors, including priority repayment, fees, default interest, collateral, and enforcement rights.

The specific related-party roles, compensation, and conflicts applicable to an offering will be described in its definitive documents.

Fees, Expenses, and Sponsor Promote

Acquisition, development, construction-management, asset-management, financing, guaranty, disposition, brokerage, property-management, organizational, legal, accounting, and other fees or expenses may reduce investor returns.

Some amounts may be paid to the sponsor or affiliates regardless of profitability. A sponsor promote or carried interest may create different incentives concerning the timing of refinancing, distributions, sales, or other decisions.

Allocation of Investment Opportunities and Competing Projects

The sponsor and its affiliates may sponsor, finance, broker, develop, or invest in competing projects.

They may determine which opportunities are offered to which entities or investors and, unless expressly agreed otherwise, are not required to allocate opportunities on a pro rata, first-come, or most-favorable basis. Competing projects may seek the same financing, contractors, buyers, tenants, personnel, and other resources.

Sponsor Investment and Guaranty Risk

The amount, timing, source, and form of sponsor investment may differ from investor capital and may include services, contributed property, deferred fees, guarantees, or other consideration.

Sponsor co-investment does not assure alignment or success. Any guaranty is subject to its terms and the guarantor’s willingness and financial ability to perform and does not guarantee repayment to equity investors.

Cross-Default, Shared-Resource, and Affiliate-Exposure Risk

To the extent permitted by the relevant documents, financing arrangements, guaranties, indemnities, shared personnel, shared vendors, or affiliate transactions may expose a project to disputes, defaults, obligations, or resource constraints involving another person or project.

Bank, Escrow, Lender, and Counterparty Risk

Project funds may exceed available deposit-insurance limits. Banks, lenders, escrow holders, title companies, contractors, guarantors, insurers, buyers, and other counterparties may fail, default, become insolvent, commit fraud, or refuse or become unable to perform.

Cybersecurity, Impersonation, and Wire-Fraud Risk

The issuer, sponsor, investors, lenders, escrow holders, and vendors may experience hacking, ransomware, data breaches, account takeover, impersonation, altered wiring instructions, or communications failures.

Investors must independently verify all wiring instructions using a known, authenticated telephone number or other approved channel before sending funds. Assemble Capital is not responsible for funds sent to an incorrect account due to an investor’s failure to follow required verification procedures, except to the extent liability cannot lawfully be limited.

Information and Reporting Risk

Private issuers are not subject to the same periodic reporting, governance, and disclosure requirements as public companies.

Reports may be unaudited, delayed, estimated, incomplete, or later adjusted. Construction, financing, litigation, and negotiation information may be withheld temporarily when disclosure could harm the project, subject to contractual and legal obligations.

Tax Risk

Tax treatment varies by investor and investment and may change. Investors may receive Schedule K-1 allocations, amended K-1s, or taxable income without sufficient cash distributions to pay the associated tax.

Tax losses may be limited by basis, at-risk, passive-activity, excess-business-loss, or other rules. Cost segregation, depreciation, bonus depreciation, Section 1031 exchanges, and other tax benefits used in historical sponsor transactions should not be assumed to apply or be usable by any investor.

Tax-exempt or retirement-account investors may incur unrelated business taxable income or unrelated debt-financed income. Foreign investors may face withholding, FIRPTA, federal and state filing obligations, or other tax consequences. Benefit-plan investors may be subject to ERISA, prohibited-transaction, plan-asset, fiduciary, and diversification requirements.

Each investor must consult independent tax and legal advisers.

Governing-Document and Investor-Rights Risk

Subscription agreements and operating agreements may contain transfer restrictions, powers of attorney, confidentiality provisions, indemnification, exculpation, limitations on duties, forum-selection clauses, arbitration provisions, jury waivers, expense-allocation provisions, and other terms that materially affect investor rights and remedies, in each case subject to applicable law.

Investors must review those provisions with independent counsel.

7. No Investment, Legal, Accounting, or Tax Advice

Unless expressly stated in a definitive written agreement, Assemble Capital and its affiliates are acting as principals or sponsors of their own offerings and not as an investor’s financial adviser, attorney, accountant, tax adviser, or fiduciary.

Assemble Capital is not registered as a broker-dealer or investment adviser. This statement should not be interpreted as a legal conclusion that registration is unnecessary in every circumstance.

Nothing on this website is investment, legal, accounting, tax, or other professional advice or a personalized recommendation.

Prospective investors must conduct their own independent investigation of each offering, including its documents, assumptions, property, sponsor, financing, fees, conflicts, and risks, and consult their own qualified advisers.

8. Website Information, Third-Party Content, and Communications

Website information speaks only as of the date stated or, if no date is stated, the date first published. It may become outdated and may be corrected, modified, or removed without notice. Assemble Capital does not undertake to update every historical statement except as required by law.

Third-party articles, links, testimonials, rankings, awards, media coverage, data, or statements do not constitute endorsements or guarantees. Assemble Capital does not control third-party content and does not warrant its accuracy, completeness, or continued availability.

Testimonials or individual experiences, if presented, are not necessarily representative and do not guarantee future results.

Website materials and informal communications are general and incomplete and should not be used as a substitute for reviewing the definitive documents for a particular offering. Prospective investors must base any investment decision on the complete offering materials and their own independent diligence.

Nothing in these disclosures:

• Waives, limits, or disclaims liability for a material misstatement or omission;
• Waives any right that cannot lawfully be waived;
• Restricts any person’s right to communicate with the SEC, another regulator, or law-enforcement authority; or
• Requires prior notice to Assemble Capital before making such a communication.

9. Offering-Specific Disclosures

Each offering’s definitive documents contain additional offering-specific terms, conflicts, and risk factors. No risk-factor list can identify every possible circumstance or consequence.

Prospective investors must review the complete definitive documents before subscribing and should ask any questions necessary to make an informed decision.

10. Contact

Questions regarding these disclosures may be directed to:

Assemble Capital
9000 Sunset Blvd., Suite 3
Los Angeles, California 90069
info@assemble.capital