Table of Contents
SmartCapital Advisors Fee and Account Disclosures
Reviews and Comments Disclosure
Testing the Waters
Note: We are currently testing the waters. As such, you may want to read Section 6 before continuing.
1. General Disclosure
SmartCapital Portal, LLC ("SmartCapital") operates a website at www.SmartCapitalX.com (the "Site"). The information contained on the Site neither constitutes an offer for nor a solicitation of interest in any securities offering; however, if an indication of interest is provided, it may be withdrawn or revoked, without obligation or commitment of any kind prior to being accepted following the qualification or effectiveness of the applicable offering document, and any offer, solicitation or sale of any securities will be made only by means of an offering circular, private placement memorandum, or prospectus. No money or other consideration is hereby being solicited, and will not be accepted without such potential investor having been provided the applicable offering document. Joining the Site neither constitutes an indication of interest in any offering nor involves any obligation or commitment of any kind.
SmartCapital Management, LLC ("SmartCapital Management"), an affiliate of SmartCapital Portal, LLC, is not registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940. SmartCapital Management identifies venture capital fund companies (“Target Funds”), whose management can be improved in full or in part through majority acquisition. SmartCapital Management does not provide investment advice. SmartCapital Management is not a broker-dealer. SmartCapital Management and affiliates create companies for the purpose of purchasing pre-specified Target Funds. The preselected nature of the Target Funds providing grounds for being exempt from registration as a Business Develoment company or an Investment Company. SmartCapital Management management provides services for the companies (the “Buying Company”) created to to purchase the Target Funds. These Buying Companies are SmartCapital Management’s only clients (“Clients”).
Note: SmartCapital Inc. is testing the waters under Regulation A of the Securities Act of 1933, as amended. See Section 6 for more details. As such, the Security Exchange Commission has not provided any exemptions to SmartCapital Portal, LLC or its affiliates.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND ANY EXPECTED RETURNS OR HYPOTHETICAL PROJECTIONS MAY NOT REFLECT ACTUAL FUTURE PERFORMANCE. FURTHERMORE, PAST RETURNS MAY REFLECT THE PERFORMANCE OF ASSETS FOR A FINITE TIME, OR DURING A PERIOD OF EXTREME MARKET ACTIVITY. ALL INVESTMENTS INVOLVE RISK AND MAY RESULT IN PARTIAL OR TOTAL LOSS. There can be no assurance that an investment mix or any projected or actual performance shown on the Site will lead to the expected results shown or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that any or all investors on the Site experienced such returns.
All product names, logos, and brands are property of their respective owners. Use of these names, logos, and brands is for identification purposes only, and does not imply endorsement or affiliation.
Services available on the Site do not constitute "crowdfunding" as described in Title III of the Jumpstart Our Business Startups Act ("JOBS Act").
As communications in our industry are highly regulated, please review the SmartCapital Commenting Guidelines before leaving any comments or reviews on any social media network.
2. Performance Disclosure
Performance information is presented net of all management fees and expenses unless marked otherwise. Commissions are not considered since investors on the Site are not charged trading commissions or any other transaction-based fees. For all periods the performance information includes the reinvestment of dividends and interest unless otherwise noted.
Average annualized returns only include returns of investments sponsored by SmartCapitalX Inc. and does not include returns, if any, of investments directly in SmartCapitalX Inc. itself.
Any comparison to crowdfunding and regulation A offerings is based on an evaluation of average fees and returns. Fee comparisons to crowdfunding and regulation A offeriongs are based upon the fees typically charged by non-traded venture capital funds as described in the SEC’s “Investor Bulletin” available here. Actual results may be different for each investor and there can be no guarantee of enhanced returns due to investing on the Site or the use of SmartCapital Advisors’ services or recommendations.
Projected returns are based on the weighted average projected annual return of the SmartCapital Affiliates investment products (such as joint-venture equity). The analysis is discounted by approximately 20 – 30% to take into account potential default risks over the long-term. Accordingly, the projected annual returns under such methodology is approximately 15%, inclusive of appreciation and dividend reinvestment, and net of fees. Projected and/or hypothetical performance does not represent an actual investment in any of the offerings sponsored by SmartCapitalX Inc. (offering circulars available at SmartCapitalX.com/oc) and may not reflect the potential effect of material economic and market related factors.
Projected and/or hypothetical performance assumes future distributions similar to historic distributions, even though no issuer on the Site is obligated to pay any distributions in the future, and is intended to show only an expected range of possible investment outcomes based on historical average returns and standard deviation of each investment type contained in the investment mix recommended by SmartCapital Advisors, but does not take into consideration the effect of taxes, changing risk profiles, or future investment decisions. Projected and/or hypothetical performance does not represent actual investments and may not reflect the effect of material economic and market factors. Any other assumptions for projected or hypothetical performance shall be otherwise noted as applicable.
The funds managed by SmartCapital Management may pay quarterly distributions that may consist of ordinary dividends, capital gains, and/or nondividend distributions. However, the tax characteristics of these distributions (i.e., dividend income, nondividend distributions, and capital gains) cannot be determined until after the end of the year. Since SmartCapital Management cannot know the taxability of each fund's distributions during the year, unadjusted effective yields are calculated and presented. After the end of each year, each entity required to report changes in tax basis shall publicly post a Form 8937 disclosing the nondividend distribution portion of such distributions.
Actual investors on the Site may experience different results from any hypothetical results shown. There is a potential for loss, as well as gain, that is not reflected in the hypothetical information portrayed. The hypothetical performance results shown do not represent the results of actual investment activity but were achieved by means of the retroactive application of a model designed with the benefit of hindsight. Investors should carefully review the additional information presented on the Site as part of any hypothetical comparison.
The return, composite and performance information shown on the Site uses or includes information compiled from third-party sources, including independent market quotations and index information. While we believe the third-party information comes from reliable sources, we do not guarantee the accuracy of the Site information and may receive incorrect information from third-party providers. Unless otherwise indicated, the information on the Site has been prepared by us and has not been reviewed, compiled or audited by any independent third-party or public accountant.
ANY COMPARISONS TO INDICES ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY. AN INDEX IS A BROADLY DIVERSIFIED, UNMANAGED GROUP OF SECURITIES, WHICH MAY INCLUDE ONLY LARGE CAPITALIZATION COMPANIES OR COMPANIES OF A CERTAIN SIZE. BROADLY BASED INDICES MAY BE SHOWN ONLY AS AN INDICATION OF THE GENERAL PERFORMANCE OF THE FINANCIAL MARKETS DURING THE PERIODS INDICATED. BECAUSE OF THE DIFFERENCES BETWEEN THE INVESTMENTS AVAILABLE ON THE SITE AND ANY INDICES SHOWN, INVESTORS ARE CAUTIONED THAT NO INDEX IS DIRECTLY COMPARABLE TO THE PERFORMANCE SHOWN SINCE EACH INDEX HAS ITS OWN UNIQUE RESULTS AND VOLATILITY, AND SUCH INDICES, IF SHOWN, SHOULD NOT BE RELIED UPON AS AN ACCURATE COMPARISON.
3. SmartCapital Management Fee and Account Disclosures
Recommendations, services and fees by SmartCapital Management may vary for each Client. Administrative fees, if any, are calculated based upon the amount of assets being managed.
Description of "Free." Certain services offered by SmartCapital Management to individual investors are free of advisory fees; however, management and/or other fees may be charged by SmartCapital Management to the funds it manages, each of which are affiliated entities of SmartCapital Mangement.
4. Offering Disclosure
The publicly filed offering circulars of the issuers sponsored by SmartCapitalX Inc, not all of which may be currently qualified by the Securities and Exchange Commission, may be found at www.SmartCapitalX.com/oc.
Some of the statements contained on the Site are forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These statements involve known and unknown risks, uncertainties, and other factors that may cause the project's actual results, levels of activity, performance, or achievements to be materially and adversely different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. An investment in any issuer available on the Site involves substantial risks, including risk of partial or total loss of investment, and each investor should carefully consider the Risk Factors contained in each fund's offering circular available at SmartCapitalX.com/oc. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations.
Diversification does not guarantee profit or protect against loss.
The information presented regarding each issuer's offering, including information regarding financial status, business strategy, investment objectives, historical performance, projections, redemption plans, etc., merely constitute a summary of such information and is qualified in its entirety by the disclosure contained in each issuer's offering circular available at SmartCapitalX.com/oc. There can be no guarantee that any issuer available on the Site will achieve its business objectives or that it will become profitable.
Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees and expenses. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on the Site, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.
The offerings available on the Site are being conducted as continuous offerings pursuant to Rule 251(d)(3) of the Securities Act, meaning that while an offering of securities is continuous, sales of securities may happen sporadically over the term of such offering as we are able to process subscriptions. Further, the acceptance of subscriptions, whether via the Site or otherwise, may be briefly paused at times to allow us to effectively and accurately process and settle subscriptions that have been received.
Neither the SEC nor any state securities commission or regulatory authority approved, passed upon or endorsed the merits of any investment on the Site.
5. Reviews and Comments Disclosure
All ratings and reviews are provided to the various independent social media sites voluntarily, and are included on the SmartCapital Platform solely in accordance with the SEC’s Guidance on the Testimonial Rule and Social Media (March 2014). The average rating review is determined by the various independent social media sites, and not by SmartCapital or any of its affiliates. Ratings and reviews are added continuously to the independent social media sites and average ratings are updated by the independent social media websites and not by SmartCapital or any of its affiliates.
The ratings and experience of investors may not be representative of the experiences of all investors and is not indicative of any future success. The accuracy of information included in the ratings and reviews cannot be guaranteed by SmartCapital or any of its affiliates.
As communications in our industry are highly regulated, please review the SmartCapital Commenting Guidelines before leaving any comments or reviews on any independent social media website.
6. Testing the Waters
No money or other consideration is being solicited for our Regulation A+ offering at this time and if sent in to SmartCapital. will not be accepted. No offer to buy securities in a Regulation A+ offering of SmartCapital can be accepted and no part of the purchase price can be received until SmartCapital offering statement is qualified with the SEC. Any such offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any indications of interest in SmartCapital offering involves no obligation or commitment of any kind.
SmartCapital Inc. is testing the waters under Regulation A of the Securities Act of 1933, as amended. This process allows companies to determine whether there may be interest in an eventual offering of its securities. SmartCapital is not under any obligation to make an offering under Regulation A. SmartCapital may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering may not be made under Regulation A. For example, SmartCapital may determine to proceed with an offering under Rule 506(c) of Regulation D, in which case we will only offer our securities to accredited investors as defined by Rule 501(a) of Regulation D. If SmartCapital does go ahead with an offering under Regulation A, it will only be able to make sales after it has filed an offering statement with the securities and Exchange Commission ("SEC”) and only after the SEC has qualified such offering statement. The information in the offering statement will be more complete than the test-the-waters materials and could differ in important ways. You must read the offering statement filed with the SEC.