Investor Disclosures  
and Reg D Addendum

Effective Date: December 26, 2025

Last Updated: December 26, 2025

‍

This Investor Disclosures and Reg D Addendum (the "Addendum") supplements the Terms of Service. Where you participate in an offering, the Offering Documents control.

A. Regulation D Framework (Rule 506(b) and Rule 506(c))

506(b) offerings. If an offering is conducted under Rule 506(b), Sync.VC does not engage in general solicitation. Eligibility may be confirmed through investor representations and a pre-existing substantive relationship may be required.

506(c) offerings. If an offering is conducted under Rule 506(c), participation is limited to accredited investors and Sync.VC (or its vendors) will take reasonable steps to verify accredited status, which may include third-party verification or documentation review.

Sync.VC has no obligation to offer any opportunity to any person and may restrict access at its discretion.

B. SPV Structure and Administration (Platform-Style)

Each SPV is a separate legal entity formed for a single investment (or a limited set of related investments). The SPV's operating agreement (or limited partnership agreement)governs economics, governance, transfers, liquidity, reporting, and manager powers.

Sync.VC may engage third-party administrators to support onboarding, KYC/AML, capital calls, distributions, record keeping, and tax reporting (including Schedule K-1s where applicable). Such providers may have their own terms and privacy practices.

Interests in SPVs are illiquid and generally may not be transferred without manager consent and compliance with securities laws.

C. Investor Risk Disclosures

High risk; potential total loss. Private investments are speculative and may result in the total loss of invested capital.

Illiquidity. There may be no secondary market. Investors should expect to hold investments for an extended period and may never realize liquidity.

Early-stage and concentration risk. Many opportunities involve early-stage companies and/or concentrated exposure to a single issuer or asset.

Valuation risk. Valuations may be subjective, may not reflect realizable value, and may change materially.

No control. Investors generally have limited or no voting rights and no ability to influence operations or force a liquidity event.

Regulatory, tax, and legal risk. Laws and regulations may change and adversely affect investments.

Conflicts. Sync.VC may invest, advise, operate, or receive compensation in ways that differ from investor economics.

D. Venture Studio Activities and IP

Sync.VC may build, advise, or operate portfolio companies and may receive equity, tokens, revenue share, fees, or other consideration. Unless a written agreement states otherwise, Sync.VC retains ownership of its internal tools, processes, templates, and intellectual property. Portfolio companies may receive limited licenses where expressly granted.

Sync.VC may invest in, advise, or build multiple businesses, including those that could be competitive with one another.

E. Website Short-Form Disclosures (Footer / Landing Pages)

Short disclosure. Sync.VC facilitates private investment opportunities through SPVs and engages in venture studio activities. Investments are speculative, illiquid, and involve substantial risk, including total loss of capital. Sync.VC does not provide investment advice. Past performance is not indicative of future results.

Onboarding checkbox. "I acknowledge I meet eligibility requirements (including accredited investor status where required), understand the risks of private investments, and agree to the Sync.VC Terms of Service, Privacy Policy, and Investor Disclosures."

Acknowledgement

By continuing to use the Services or by participating in an offering, you acknowledge youhave read and understand these disclosures.