⚠ Not a Broker-Dealer, Investment Adviser, or Placement Agent
deeltrack is a software productivity tool. deeltrack is not registered with the U.S. Securities and Exchange Commission (SEC) or any state securities authority as a broker-dealer, investment adviser, funding portal, or placement agent. Nothing on this platform should be construed as a recommendation, solicitation, or offer to buy or sell any security.
1. Nature of the Platform
deeltrack provides organizational software tools to help real estate syndicators manage their deal workflow, generate document templates, track investor relationships, and calculate waterfall distributions. The Platform is a tool to assist with organization and record-keeping — it does not:
- Facilitate the offer or sale of securities;
- Act as an intermediary between issuers and investors;
- Hold investor funds or securities;
- Provide investment, legal, or tax advice;
- Verify the accuracy of any financial projections entered by users;
- Conduct due diligence on any investment opportunity.
2. No Investment Advice
The financial calculations, IRR projections, equity multiples, cash-on-cash returns, and waterfall distributions generated by this Platform are mathematical computations based solely on the data you input. They do not constitute investment advice. Actual returns will differ from projections. Past hypothetical performance does not guarantee future results.
3. Securities Law Compliance — Your Responsibility
The GP/sponsor using deeltrack is solely responsible for ensuring their offering complies with all applicable federal and state securities laws. deeltrack provides tools to assist in organizing an offering — it does not verify, ensure, or guarantee legal compliance.
Key obligations you must satisfy independently:
- Regulation D: If relying on Rule 506(b) or 506(c) of Regulation D, you are responsible for filing Form D with the SEC within 15 days of the first sale of securities, verifying accredited investor status (506(c)), and complying with all offering requirements;
- State Blue Sky Laws: Most states require notice filings even for Reg D offerings. Consult with a securities attorney about your state's requirements;
- Anti-Fraud Provisions: Section 10(b) of the Securities Exchange Act and Rule 10b-5 prohibit material misrepresentations and omissions in connection with any securities transaction;
- Accredited Investor Verification: You are responsible for verifying that each investor qualifies as an "accredited investor" under Rule 501 of Regulation D;
- General Solicitation: Rule 506(b) prohibits general solicitation. The public deal teaser feature should only be used to reach investors with whom you have a pre-existing substantive relationship;
- No Broker Compensation: Paying "finders fees" or transaction-based compensation to anyone who refers investors may constitute unregistered broker-dealer activity.
4. Generated Documents Are Templates Only
Operating agreements, private placement memoranda, subscription agreements, K-1 placeholders, and capital call notices generated by deeltrack are software-produced templates based on your inputs. These documents:
- Have not been drafted or reviewed by an attorney;
- May not comply with the laws of your specific state or jurisdiction;
- May not address the specific facts and circumstances of your offering;
- Are clearly marked as "PLACEHOLDER DOCUMENTS" and must not be used as final legal documents without attorney review.
You must engage a qualified securities attorney to prepare or review all offering documents before presenting them to investors.
5. Investor Portal — Accredited Investor Notice
Information accessible through the investor portal is intended only for accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. Access to investment information through deeltrack does not constitute an offer to sell or solicitation of an offer to buy any security. Any such offer or solicitation will be made only by means of a formal offering memorandum prepared in compliance with applicable securities laws.
6. Forward-Looking Statements
Financial projections, pro forma analyses, market analyses, and other forward-looking information displayed on this Platform involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from any future results, performance, or achievements expressed or implied. Investors should not place undue reliance on forward-looking information.
7. Consult Your Advisers
Before conducting any securities offering or accepting any investor funds, we strongly recommend consulting with:
- A securities attorney licensed in your state;
- A certified public accountant (CPA) for tax structuring;
- A financial adviser if you are an investor evaluating any opportunity.