Risk Disclosure

Last Updated: May 15, 2026

Introduction

Investing through Potrise involves significant risks. Before investing, you should carefully review this Risk Disclosure, the applicable offering materials, and any other documents provided in connection with an investment opportunity.

By investing through Potrise, you acknowledge that you understand and accept the risks described below and any additional risks disclosed in offering materials.

1. Risk of Loss

All investments involve risk, including the possible loss of some or all of your invested capital.

Investments offered through Potrise are speculative and should only be made with funds you can afford to lose.

There is no guarantee that any investment will achieve its objectives or generate positive returns.

2. No Guaranteed Returns

Projected returns, target returns, estimated returns, and other forward-looking statements are based on assumptions and estimates.

Actual results may differ materially from expectations.

Past performance does not guarantee future results.

3. Real Estate Market Risk

Real estate values may increase or decrease due to:

  • Economic conditions
  • Interest rate changes
  • Supply and demand
  • Political developments
  • Regulatory changes
  • Local market conditions

Property values may decline, resulting in reduced returns or losses.

4. Construction and Development Risk

Projects involving development, renovation, or construction may experience:

  • Construction delays
  • Cost overruns
  • Contractor disputes
  • Material shortages
  • Permit delays
  • Regulatory issues

These events may negatively impact project performance and investor returns.

5. Liquidity Risk

Investments offered through Potrise may be illiquid.

You may not be able to sell, transfer, redeem, or otherwise access your investment before project completion.

Secondary markets for investments may not exist or may be limited.

You should be prepared to hold investments for the full duration of the project.

6. Equity and Debt Investment Risk

Investment opportunities offered through Potrise may include equity investments, debt investments, or a combination of both.

Equity Investments

Equity investments typically provide investors with participation in the potential appreciation and profitability of a project. Equity investors generally bear greater risk and are typically paid after project expenses, debt obligations, taxes, and other senior claims have been satisfied.

Risks associated with equity investments include:

  • Loss of invested capital
  • Lower-than-expected project performance
  • Delays in distributions
  • Reduced property values
  • Increased operating expenses
  • Limited liquidity
  • Extended holding periods

There is no guarantee that equity investors will receive projected returns or recover their original investment.

Debt Investments

Debt investments may provide more predictable income than equity investments but remain subject to significant risks.

Risks associated with debt investments include:

  • Borrower default
  • Missed or delayed payments
  • Insufficient collateral value
  • Construction or development delays
  • Refinancing risk
  • Interest rate risk
  • Legal or enforcement costs

In the event of borrower default, investors may experience delays in repayment or partial or complete loss of capital.

While debt investments may have priority over equity investments in certain circumstances, repayment is never guaranteed.

Important Considerations

Different investment types carry different levels of risk, return potential, liquidity, and investment horizons. Investors should carefully review all offering materials and consider their financial circumstances, investment objectives, and risk tolerance before investing.

Neither equity nor debt investments offered through Potrise are guaranteed, and investors may lose some or all of their invested capital.

7. Currency and Foreign Exchange Risk

Investments involving assets located outside your country of residence may be exposed to foreign exchange fluctuations.

Changes in exchange rates may reduce investment returns when converted into your local currency.

8. Regulatory and Legal Risk

Changes in laws, regulations, tax rules, property rights, zoning requirements, governmental policies, or securities regulations may negatively affect investment performance.

Future regulatory developments may impact project operations, investment structures, or investor returns.

9. Economic and Political Risk

Economic downturns, inflation, recessions, political instability, civil unrest, natural disasters, public health emergencies, or other external events may adversely affect projects and returns.

10. Project and Developer Risk

Investment performance depends on the successful execution of projects by developers, contractors, property managers, and other third parties.

Potrise cannot guarantee the performance, solvency, or actions of any project partner.

Failures by project partners may result in delays, losses, or reduced returns.

11. Concentration Risk

Investing a large portion of your capital in a single project increases risk.

Diversification does not guarantee profits or prevent losses, but concentrated investments may expose investors to greater volatility and potential losses.

12. Tax Risk

Tax laws may change over time.

The tax treatment of investments may vary depending on your jurisdiction, personal circumstances, and future legal developments.

Potrise does not provide tax advice.

You should consult a qualified tax advisor regarding the tax consequences of investing.

13. Custodial and Financial Partner Risk

Potrise works with third-party custodians, banking partners, payment processors, identity verification providers, and other financial service providers.

Operational issues, service interruptions, failures, or insolvency affecting these providers could impact access to funds, account functionality, or transaction processing.

14. Technology and Cybersecurity Risk

The Services rely on technology systems, software, networks, and third-party providers.

Cybersecurity incidents, technical failures, data breaches, outages, or unauthorized access may disrupt services or impact investor accounts.

While Potrise uses commercially reasonable safeguards, no system can guarantee absolute security.

15. Platform Risk

Potrise is a technology platform and may evolve over time.

Changes to business operations, partnerships, regulations, service providers, or platform functionality may affect the availability or structure of investment opportunities.

16. Not a Bank Deposit

Investments offered through Potrise:

  • Are not bank deposits
  • Are not savings accounts
  • Are not insured by the Federal Deposit Insurance Corporation (FDIC)
  • Are not guaranteed by Potrise
  • Are not guaranteed by any government agency

Investments may lose value.

17. No Investment Advice

Potrise does not provide personalized investment advice, financial advice, legal advice, or tax advice.

Any information presented through the platform is for informational purposes only and should not be considered a recommendation to buy, sell, or hold any investment.

Investors are solely responsible for their investment decisions.

18. Acknowledgment

By investing through Potrise, you acknowledge that:

  • You have read and understood this Risk Disclosure.
  • You understand that investments involve risk.
  • You understand that Potrise may offer both equity and debt investment opportunities.
  • You understand that different investment types carry different levels of risk and potential return.
  • You understand that you may lose some or all of your invested capital.
  • You have had the opportunity to review offering materials and seek independent professional advice.
  • You accept the risks associated with investing through the Potrise platform.

Invest only after carefully considering your financial circumstances, investment objectives, investment horizon, and risk tolerance.