INVESTING IN SECURITIES INVOLVES RISK INCLUDING THE POTENTIAL LOSS OF YOUR ENTIRE PRINCIPAL INVESTMENT. INVESTMENTS OFFERED THROUGH TRUE NORTH ARE NOT BANK DEPOSITS AND ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. ALL PROJECTED RETURNS, IRR ESTIMATES, AND DISTRIBUTION FORECASTS ARE FORWARD-LOOKING STATEMENTS BASED ON ASSUMPTIONS THAT MAY NOT PROVE ACCURATE. REAL ESTATE INVESTMENTS ARE ILLIQUID — YOU MAY NOT BE ABLE TO SELL YOUR INVESTMENT BEFORE THE FUND TERM ENDS. TRUE NORTH DOES NOT PROVIDE PERSONALIZED INVESTMENT, TAX, OR LEGAL ADVICE. CONSULT YOUR OWN FINANCIAL, LEGAL, AND TAX ADVISORS BEFORE INVESTING.
1. About True North Holdings, LLC
True North Holdings, LLC is a Delaware limited liability company that operates an online investment platform for real estate securities offerings. True North is not a registered broker-dealer, investment adviser, or transfer agent. True North does not hold, manage, or custody investor funds directly. Investment processing is conducted through third-party payment processors and escrow services in compliance with applicable regulations.
True North Holdings, LLC's parent company is Olive Tree Holding LLC, a Wyoming holding company under Stewardship Holding LLC. Investment funds are structured as separate Delaware limited liability companies or limited partnerships operated by independent fund sponsors.
2. Securities Regulatory Framework
Regulation Crowdfunding (Regulation CF)
Certain offerings on the True North platform are conducted pursuant to SEC Regulation Crowdfunding (17 CFR Part 227), adopted under Title III of the Jumpstart Our Business Startups (JOBS) Act. Key investor protections and limitations under Regulation CF include:
- All Regulation CF offerings are listed with a FINRA-registered funding portal or SEC-registered broker-dealer
- Annual investment limits apply to non-accredited investors based on annual income and net worth (see SEC Rule 100(a)(2) for current limits)
- Mandatory 12-month holding period applies before securities may be resold, subject to certain exceptions
- Each issuer must file Form C with the SEC and provide ongoing reporting through Form C-AR (annual) and Form C-U (progress updates)
- Funds raised are held in escrow until the offering minimum is reached; if the minimum is not reached, all funds are returned to investors
Regulation D — Rule 506(b) and 506(c)
Certain offerings on the platform are conducted pursuant to Securities Act Rule 506(b) or Rule 506(c) under Regulation D, which are exempt from SEC registration. Under Rule 506(b), offerings may be made to up to 35 non-accredited sophisticated investors and unlimited accredited investors, without general solicitation. Under Rule 506(c), offerings are limited to verified accredited investors but may be generally solicited. True North verifies accredited investor status for applicable offerings through third-party verification services or self-certification depending on the offering type.
3. Risk Factors
General Investment Risks
- You may lose all of your invested principal
- Investment returns are not guaranteed and may be lower than projected or negative
- Diversification does not protect against loss in all market conditions
- Economic downturns, interest rate increases, or other macroeconomic factors may negatively impact fund performance
Real Estate Specific Risks
- Real estate values can decline due to local market conditions, interest rate changes, or oversupply
- Development projects may experience cost overruns, permitting delays, or construction defects
- Rental income may be disrupted by vacancy, non-payment by tenants, or changes in local rental laws
- Property taxes, insurance costs, and maintenance expenses may increase unexpectedly
- Natural disasters, environmental contamination, or changes in zoning laws may affect property values
- Climate change-related risks including flooding, hurricane activity, and insurance availability in Florida markets
Liquidity Risks
- There is no established secondary market for interests in True North funds
- You may be required to hold your investment for the entire fund term (typically 24–60 months)
- Early redemption, if available at all, is not guaranteed and carries penalties
- SEC-imposed holding periods under Regulation CF restrict resale for 12 months after purchase
Sponsor and Management Risks
- Fund performance depends on the skill, judgment, and integrity of the fund sponsor
- Key person risk: the departure of experienced managers could adversely affect fund performance
- Conflicts of interest may exist between fund sponsors and investors
- Fraud or misrepresentation by a fund sponsor, while vetted by True North, cannot be fully eliminated
Platform and Technology Risks
- True North's platform could experience outages, security breaches, or technical failures
- True North is a relatively new company and may face business continuity risks
- If True North ceases operations, management of investor interests would be transferred to a qualified custodian
4. Forward-Looking Statements
Certain statements on the True North platform and in fund offering documents constitute forward-looking statements, including but not limited to projected IRR, distribution schedules, fund timelines, and market analyses. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed. We caution investors not to place undue reliance on forward-looking statements. All projections are provided for illustrative purposes only.
5. Tax Disclosure
The tax treatment of investments in True North funds depends on the structure of each fund and the investor's individual tax situation. True North does not provide tax advice. Investors should consult a qualified tax professional before investing. Investors may receive Schedule K-1 or Form 1099-DIV depending on fund structure. Non-US investors may be subject to US withholding taxes and are responsible for compliance with tax laws in their own jurisdiction.
6. No Investment Advice
Nothing on the True North platform constitutes personalized investment advice or a recommendation to invest in any particular fund or security. Information provided is for educational and informational purposes only. True North's AI Concierge and fund descriptions are not a substitute for professional financial, legal, or tax advice. You should conduct your own due diligence and consult independent advisors before making any investment decision.
7. Conflicts of Interest
True North earns platform fees from investors and may have financial incentives related to fund performance. True North's principals and affiliates may co-invest in funds listed on the platform. Fund sponsors may be related parties to entities associated with True North's parent company, Olive Tree Holding LLC. All material conflicts are disclosed in fund-specific offering documents.
8. Regulatory Filings and Investor Information
SEC filings for Regulation CF offerings are publicly available on the SEC's EDGAR system at sec.gov/EDGAR. FINRA's BrokerCheck is available at brokercheck.finra.org for verification of any registered entities used in our offerings. All offering documents including Form C filings are available on individual fund pages for LLC Members.
9. Contact for Regulatory Matters
For regulatory inquiries or to report concerns: compliance@truenorthinvest.com
True North Holdings, LLC · Registered in Delaware · Olive Tree Holding LLC parent company · Wyoming