LEGAL DISCLAIMER & RISK DISCLOSURE
BLUE BRICK CAPITAL LLC
(Regulation D – Rule 506(b) / 506(c))
This document and any information contained herein (collectively, the “Materials”) have been prepared by BLUE BRICK CAPITAL LLC (the “Company”) solely for informational purposes and do not constitute an offer to sell or a solicitation of an offer to buy securities, except pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), specifically Rule 506(b) or Rule 506(c) of Regulation D.
Any offering of securities will be made only through the delivery and execution of definitive legal documents, including, without limitation, a Private Placement Memorandum (PPM), Operating Agreement, Subscription Agreement, and any other related documents (the “Offering Documents”). In the event of any conflict, the Offering Documents shall prevail over this document and any other written or oral communication.
No Registration / Transfer Restrictions
The securities described in the Materials have not been registered with the U.S. Securities and Exchange Commission (SEC) or any state securities authority and are being offered pursuant to exemptions from registration. Such securities are subject to substantial restrictions on transfer, resale, and disposition, and there is no public market for them.
Investor Eligibility
Pursuant to Rule 506(b), the securities may be offered to accredited investors and, on a limited basis, to non-accredited investors who meet the financial sophistication standards required by law, without the use of general solicitation or advertising.
Pursuant to Rule 506(c), the securities will be offered exclusively to accredited investors, and the Company will undertake reasonable steps to verify accredited investor status in accordance with applicable regulations.
Substantial Risks
An investment in private and real estate securities involves a high degree of risk, including, without limitation: total loss of invested capital, illiquidity, financial leverage, operational and construction risks, real estate market fluctuations, regulatory, tax, and macroeconomic risks. There can be no assurance of returns, cash flow, capital appreciation, or preservation of investment.
Financial projections, return estimates, internal rates of return (IRR), equity multiples, projected distributions, and any other forward-looking information are based on assumptions believed to be reasonable by the Company; however, such assumptions may prove to be incorrect. Past performance is not indicative of future results.
No Advice / No Fiduciary Relationship
Nothing contained in the Materials constitutes legal, tax, financial, or investment advice. The Company does not act as an advisor or fiduciary to any investor unless expressly set forth in the definitive Offering Documents.
Each investor is responsible for conducting their own due diligence, independent analysis, and consultation with their own professional advisors prior to investing.
Reliance on Information
The information contained in the Materials is believed to be reasonably accurate as of the date of preparation; however, the Company assumes no obligation to update such information and does not guarantee its completeness or accuracy. Certain statements constitute forward-looking statements and are subject to risks and uncertainties that may cause actual results to differ materially.
Investor Acknowledgment
By receiving, reviewing, or using the Materials, the recipient acknowledges and agrees that:
They have read and understood this disclaimer.
They have the financial capacity to bear the total loss of their investment.
They meet the legal requirements to participate in the applicable offering.
Their investment decision is based solely on the definitive Offering Documents.v
11. SUBSCRIPTION AGREEMENT
Investor Representations & Warranties
(100% aligned with Regulation D 506(b)/(c))
By executing the Subscription Agreement, the investor represents and warrants to BLUE BRICK CAPITAL LLC as follows:
1.1 Investor Status
The investor represents that:
They are an “Accredited Investor” as defined under Rule 501(a) of Regulation D; or
In the case of an offering under Rule 506(b), they possess sufficient financial knowledge and experience to evaluate the merits and risks of the investment and can bear the total loss of the invested capital.
1.2 Financial Capacity
The investor acknowledges that:
They have the financial capacity to sustain a total loss of their investment.
They do not rely on the liquidity of this investment to meet personal, operational, or short-term needs.
They understand that the securities are highly illiquid and that no secondary market exists.
1.3 No Reliance
The investor represents that:
They have not received personalized investment advice from the Company.
They have conducted their own due diligence.
They have consulted, or have had the opportunity to consult, with independent legal, tax, and financial advisors.
1.4 Risk Acknowledgment
The investor acknowledges that:
They have carefully reviewed the “Risk Factors” section of the PPM.
They understand that there are no guarantees of returns, distributions, cash flow, or capital preservation.
They accept all inherent risks described in the PPM.
1.5 Transfer Restrictions
The investor acknowledges that:
The securities are not registered with the SEC.
They may not be sold, transferred, or assigned except in compliance with applicable legal and contractual restrictions.
2. PPM – RISK FACTORS
(Critical section — where cases are won or lost)
A. GENERAL RISKS (Applicable to All Assets)
Risk of total loss of capital
Illiquidity and absence of a secondary market
Dependence on the Sponsor / Manager
Leverage and financing risks
Regulatory, tax, and zoning changes
Macroeconomic events (interest rates, inflation, recession)
B. RISK FACTORS – FIX & FLIP
The Fix & Flip strategy involves specific risks, including:
Unforeseen increases in construction and rehabilitation costs
Delays in permits, inspections, or licensing
Market risk at the time of sale
Changes in mortgage rates affecting demand
Risk of incorrect ARV (After Repair Value) estimation
Dependence on contractors and third parties
Result: the project may sell below the projected value or generate losses.
C. RISK FACTORS – RENTAL / FIX & HOLD
Investments in income-producing assets involve, among others, the following risks:
Prolonged vacancy or tenant turnover
Payment defaults
Increases in operating costs, insurance, and taxes
Rent control or eviction regulations
Maintenance expenses exceeding projections
Refinancing risk
Result: cash flow may be lower than projected or negative.
D. RISK FACTORS – COMMERCIAL (Retail, Offices, Mixed-Use)
Commercial investments present additional risks:
Dependence on anchor tenants
Lease renegotiations or early terminations
Sector-specific risks (retail disruption, office demand shifts, consumer behavior changes)
Significant unanticipated CAPEX
High sensitivity to economic cycles
Failed repositioning strategies
Result: decreased NOI, asset value reduction, or capital loss.
3. PRIVATE PLACEMENT MEMORANDUM (PPM)
Complete Structure – Institutional Grade
Recommended table of contents for the BLUE BRICK CAPITAL LLC PPM:
Executive Summary
Disclaimer & Legal Notices
The Offering
Type of securities
Minimum investment
Use of proceeds
Regulation D Compliance (506(b)/(c))
The Sponsor – Blue Brick Capital LLC
Investment Strategy
Fix & Flip
Rental / Hold
Commercial
Market Overview
Risk Factors ✅
Financial Projections & Assumptions
Fees & Compensation
Management & Decision Authority
Conflicts of Interest
Tax Considerations
Subscription Procedures
Investor Representations & Warranties ✅
Transfer Restrictions
Exit Strategies
Legal Matters
Appendices
Subscription Agreement
Operating Agreement
Accreditation Questionnaire
The PPM (Private Placement Memorandum) is the master legal document
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