private placement and securities disclaimer
IMPORTANT NOTICE
This Private Placement & Securities Disclaimer (“Disclaimer”) applies to all users, visitors, investors, prospective investors, lenders, partners, members, shareholders, property owners, developers, brokers, agents, advisors, and other parties interacting with LiBe Holdings, S.A.S., and any of its parents, subsidiaries, affiliates, successors, assigns, related entities, controlled entities, commonly controlled entities, licensed operators, authorized representatives, officers, directors, employees, contractors, agents, brokers, partners, and service providers (collectively, “LiBe,” “Company,” “we,” “our,” or “us”).
This Disclaimer governs all investment-related content, opportunities, presentations, financial information, projections, property investment information, private offerings, capital raising activities, investor communications, and related materials made available through any LiBe website, application, platform, communication channel, marketing campaign, investor presentation, or other medium.
By accessing or reviewing such information, you acknowledge and agree to this Disclaimer.
1. INFORMATIONAL PURPOSES ONLY
All information provided by LiBe is furnished solely for informational, educational, and discussion purposes.
Nothing contained within any LiBe communication, website, presentation, report, webinar, advertisement, brochure, proposal, pitch deck, financial model, or other material constitutes:
- An offer to sell securities;
- A solicitation of an offer to buy securities;
- Investment advice;
- Financial advice;
- Legal advice;
- Tax advice;
- A recommendation to invest.
- A recommendation to purchase any financial product.
No investment decision should be based solely upon information provided by LiBe.
2. NO PUBLIC OFFERING
Unless expressly stated in legally compliant offering documents, nothing contained within LiBe materials constitutes:
- A public offering;
- A registered securities offering;
- A prospectus;
- A securities advertisement;
- A regulated crowdfunding offering;
- A solicitation to the general public.
Any investment opportunity that may be presented by LiBe is intended solely for persons legally permitted to receive such information under applicable laws.
3. PRIVATE PLACEMENT DISCLOSURE
Any private investment opportunity that may be offered by LiBe shall only be made through:
- Confidential offering documents;
- Private placement memoranda;
- Subscription agreements;
- Investor questionnaires;
- Applicable legal disclosures;
- Other legally required documentation.
No investment shall be accepted solely on the basis of marketing materials, websites, presentations, or summaries.
4. NO INVESTMENT ADVISORY RELATIONSHIP
LiBe is not acting as:
- An investment advisor;
- A registered investment adviser;
- A wealth manager;
- A securities broker-dealer;
- A portfolio manager;
- A fiduciary investment advisor;
unless expressly disclosed and authorized under applicable law.
Nothing contained within LiBe materials creates an advisory relationship.
5. ACCREDITED, QUALIFIED, OR ELIGIBLE INVESTORS
Certain investment opportunities may be available only to persons who satisfy the applicable eligibility requirements under relevant laws.
Such requirements may include:
- Accredited investor status;
- Qualified investor status;
- Professional investor status;
- Sophisticated investor status;
- Institutional investor status;
- Other legally recognized investor classifications.
LiBe reserves the right to verify eligibility and refuse participation.
6. FORWARD-LOOKING STATEMENTS
Materials may contain forward-looking statements, including projections regarding:
- Property values;
- Rental income;
- Occupancy rates;
- Development timelines;
- Financing assumptions;
- Market performance;
- Economic conditions;
- Returns on investment.
Forward-looking statements involve risks and uncertainties.
Actual results may differ materially from projected results.
No representation is made that projected outcomes will occur.
7. NO GUARANTEE OF RETURNS
LiBe does not guarantee:
- Profitability;
- Appreciation;
- Rental yields;
- Cash flow;
- Capital preservation;
- Return of capital;
- Exit opportunities;
- Liquidity;
- Investment performance.
Investments may result in partial or total loss of invested capital.
8. RISK OF LOSS
All investments involve substantial risk.
Risks may include:
- Market risk;
- Economic risk;
- Regulatory risk;
- Interest rate risk;
- Currency risk;
- Construction risk;
- Development risk;
- Tenant risk;
- Environmental risk;
- Liquidity risk;
- Political risk;
- Tax risk.
Investors should carefully evaluate their risk tolerance.
9. NO GUARANTEE OF LIQUIDITY
Private investments may be highly illiquid.
Investors may be unable to:
- Sell interests;
- Transfer interests;
- Redeem investments;
- Access invested capital;
for extended periods of time.
10. INDEPENDENT DUE DILIGENCE REQUIRED
Prospective investors should conduct independent due diligence.
Investors should consult:
- Attorneys;
- Accountants;
- Tax advisors;
- Financial advisors;
- Investment professionals;
- Regulatory advisors.
LiBe assumes no responsibility for an investor’s failure to obtain independent advice.
11. TAX DISCLOSURE
Investments may have significant tax consequences.
LiBe does not provide tax advice.
Investors are solely responsible for obtaining independent tax advice regarding:
- Income taxes;
- Capital gains taxes;
- Withholding taxes;
- Reporting obligations;
- International tax consequences.
12. CROSS-BORDER INVESTMENTS
Cross-border investments may involve additional risks, including:
- Foreign exchange fluctuations;
- Political instability;
- Regulatory changes;
- Capital controls;
- Tax complexities;
- Foreign ownership restrictions.
Investors assume responsibility for evaluating such risks.
13. REGULATORY COMPLIANCE
LiBe intends to comply with applicable laws governing private offerings and investment-related activities.
Nothing within LiBe materials should be interpreted as an attempt to circumvent securities laws.
Investment opportunities may be limited, restricted, or unavailable in certain jurisdictions.
14. NO SECURITIES REGISTRATION REPRESENTATION
Unless expressly disclosed in writing, no representation is made that any investment opportunity:
- Is registered with any securities regulator;
- Has been approved by any governmental authority;
- Has been reviewed by any securities commission.
Regulatory approval should not be inferred.
15. NO RELIANCE
Investors agree not to rely solely upon:
- Marketing materials;
- Advertisements;
- Websites;
- Presentations;
- Social media content;
- Informal communications.
Investment decisions should be based upon complete offering documents and independent professional advice.
16. LIMITATION OF LIABILITY
To the fullest extent permitted by law, LiBe shall not be liable for:
- Investment losses;
- Lost profits;
- Loss of capital;
- Market declines;
- Regulatory changes;
- Economic conditions;
- Currency fluctuations;
- Business interruptions;
- Consequential damages.
Investment decisions are made solely at the investor’s risk.
17. MANDATORY LAW SAVINGS CLAUSE
This Disclaimer is intended to operate throughout:
- United States
- Puerto Rico
- Canada
- Mexico
- Central America
- South America
- Caribbean jurisdictions
Where local law grants rights, protections, restrictions, disclosures, or obligations that cannot legally be waived, those provisions shall apply.
All remaining provisions shall remain enforceable to the fullest extent permitted by law.
18. GOVERNING LAW
This Disclaimer shall be governed by the laws of the Republic of Colombia.
19. JURISDICTION
Except where prohibited by mandatory law, disputes relating to this Disclaimer shall be subject exclusively to the courts located in:
Barranquilla, Atlántico, Colombia.
LiBe Holdings, S.A.S.
NIT: 902-043-981
Barranquilla, Atlántico, Colombia
Puerto Rico Real Estate Broker License: C-17849
All legal notices, compliance inquiries, investor requests, and regulatory communications should be submitted to: legal@letslibe.com
Last Updated: September 7, 2026
CONTACT INFORMATION
Questions regarding investment opportunities, private placements, securities compliance, investor qualifications, risk disclosures, regulatory matters, or this Disclaimer may be directed to: LiBe Holdings, S.A.S., and any of its affiliates