Regulation D · Rule 506(c)

Compliance & disclosures

NoblePort Realty offerings are conducted pursuant to Regulation D of the Securities Act of 1933 and are available exclusively to verified accredited investors. The information below summarizes eligibility, verification, and the material risks of participating.

This page is not an offer to sell securities and is not a solicitation of an offer to buy. Any offer or sale will be made only by means of a Private Placement Memorandum (PPM), Subscription Agreement, and related offering documents delivered to verified accredited investors.

Accredited investor eligibility

Under SEC Rule 501(a) of Regulation D, an "accredited investor" includes any natural person or entity meeting at least one of the following criteria:

  • Individual net worth (or joint with spouse) exceeding $1,000,000, excluding the value of the primary residence.
  • Individual income above $200,000 — or $300,000 jointly with a spouse — in each of the two most recent years, with a reasonable expectation of the same in the current year.
  • Holders in good standing of Series 7, Series 65, or Series 82 licenses.
  • Entities owning investments in excess of $5,000,000, or in which all equity owners are themselves accredited investors.
  • Knowledgeable employees of a private fund, as defined under Rule 3c-5(a)(4) of the Investment Company Act.
  • Family offices and family clients with at least $5,000,000 in assets under management.

Verification of accredited status

Because our offerings are conducted under Rule 506(c) and may involve general solicitation, the sponsor is required to take "reasonable steps" to verify accredited investor status. Acceptable methods include:

  • Review of IRS forms (W-2, 1099, K-1) for the two most recent years, plus a written representation of expected current-year income.
  • Review of bank, brokerage, and other asset statements, together with a credit report and a written representation of liabilities.
  • Written confirmation from a licensed attorney, CPA, registered investment adviser, or registered broker-dealer.
  • Self-certification is NOT accepted for Rule 506(c) general-solicitation offerings.

Offering disclosures

Illiquidity

Interests are restricted securities under Rule 144 and may not be resold absent registration or a valid exemption. There is no established public trading market and none is expected to develop.

Risk of loss

Real estate investments are speculative and involve a high degree of risk, including the potential loss of the entire amount invested. Past performance is not indicative of future results.

Forward-looking statements

Projected returns, occupancy assumptions, and timelines are estimates only and reflect management's current views. Actual results may differ materially.

No SEC review

The U.S. Securities and Exchange Commission has not reviewed or approved these offerings, nor has any state securities regulator passed upon the accuracy or adequacy of the offering materials.

Tax considerations

Tax treatment depends on each investor's individual circumstances. Prospective investors should consult their own tax, legal, and financial advisors before subscribing.

Conflicts of interest

The sponsor and its affiliates receive acquisition, asset management, and disposition fees that may create conflicts. These are disclosed in full within the Private Placement Memorandum.

Important legal notices

The securities described in any NoblePort Realty offering have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state, and are offered and sold in reliance upon exemptions from the registration requirements of those laws. The securities are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined whether the offering documents are truthful or complete. Any representation to the contrary is a criminal offense.

Investment in private real estate is suitable only for sophisticated investors who do not require immediate liquidity and who can afford to lose their entire investment. Prospective investors should carefully review the PPM, including all risk factors, before making any investment decision.

NoblePort Realty is operated by NoblePort Systems. Real estate brokerage and construction services provided by Michael O'Rourke, licensed in the Commonwealth of Massachusetts. This site is operated at nobleportsystems.io.

Ready to verify and participate?

Accredited investors are invited to request the Private Placement Memorandum and begin verification.

Request offering documents