Regulatory Disclaimer

Last updated: August 2026

This disclosure applies to SamplePrivatePlacement.org, its educational pages and every template or downloadable file offered through the website. The website is operated by SCG Corporate Services Ltd. of Nassau, The Bahamas.

1. Drafting resources, not completed offering documents

Files are generic, editable starting points. They are not prepared for a particular issuer, sponsor, fund, investor, exemption, jurisdiction, strategy or transaction and may omit matters that are material to your circumstances.

2. No legal or professional advice

SCG is not acting as your law firm, securities counsel, tax adviser, accountant, investment adviser, broker, placement agent, fund administrator or fiduciary. Website use, purchases and communications do not create an attorney-client, advisory, agency or fiduciary relationship.

3. No offer, solicitation or recommendation

Nothing on the website is an offer to sell, a solicitation to buy or a recommendation concerning any security, fund interest, token, note, share, partnership interest or other financial instrument. SCG does not identify investors, place securities, negotiate investments, handle investor money or receive transaction-based compensation through this website.

4. Issuer and adviser responsibility

The purchaser and its qualified advisers are solely responsible for determining the applicable law and exemption; preparing issuer-specific disclosure and risk factors; confirming investor eligibility; addressing anti-fraud requirements; reviewing bad-actor, integration, solicitation and resale issues; and completing federal, state, local and foreign filings.

5. U.S. references

References to Regulation D, Rules 504, 506(b) or 506(c), Form D, accredited investors, Rule 144 or securities legends are educational and must be checked against current law and official guidance. A template cannot establish that an offering or resale satisfies an exemption.

6. Rule 506 pathways

Rule 506(b) and Rule 506(c) impose materially different conditions, including different treatment of general solicitation and accredited-investor assessment. The correct approach depends on the facts and should be confirmed by securities counsel.

7. State and non-U.S. requirements

Federal exemption does not necessarily eliminate state notice filings, fees or enforcement authority. Non-U.S. offerings and offshore funds may involve local securities, fund, corporate, tax, AML, marketing and licensing rules. Local professional advice is required.

8. No regulatory approval

Neither SCG nor the website represents that any regulator has reviewed, endorsed or approved a template, issuer, fund or proposed offering. Acceptance of a filing or document by a regulator, bank or service provider is never guaranteed.

9. Information may change

Laws, forms, interpretations and market practices change. Website content may not reflect the latest development and should not be relied upon as a substitute for reviewing current primary sources.

10. No investment evaluation

We do not investigate issuers, verify business claims, assess suitability, value securities, review performance, recommend strategies or conduct investor due diligence.

11. Independent verification

Before use, a purchaser must verify every factual statement, defined term, cross-reference, calculation, exhibit, legend and filing requirement and must obtain all required professional approvals.

12. Questions

Product-support questions may be submitted through the contact page. Requests for legal, tax, investment or regulatory advice should be directed to appropriately licensed advisers.