Aviso legal

NOTICE REGARDING UNREGISTERED SECURITIES OFFERING

The securities proposed for offer as described herein have not undergone registration under the Securities Act of 1933, as amended (hereinafter referred to as the “Securities Act”), nor have they been registered under any state securities laws. The offer and sale of these securities are being executed in accordance with exemptions from the registration obligations delineated in the Securities Act and relevant state securities laws. It is incumbent upon potential investors to understand that the securities delineated in this memorandum bear substantial risk and are appropriate solely for investors who possess the financial capability to absorb the total loss of their investment.

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NOTICE REGARDING SECURITIES OFFERING TO ACCREDITED INVESTORS

The securities shall be offered and sold exclusively to those individuals or entities that the company deems to be “accredited investors” as per Rule 501(a) of Regulation D of the Securities Act. The term “accredited investor” is defined to include the following categories:

1. Directors, Executive Officers, or General Partners: Any director, executive officer, or general partner of the company or its affiliates.

2. High Net Worth Individuals: Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000.

3. High Income Individuals: Any natural person who had an individual income in excess of $200,000 in each of the last two years or joint income with that person’s spouse in each of those years in excess of $300,000 and has a reasonable expectation of reaching the same income level in the current year.

4. Private Business Development Companies: Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

5. Qualified Organizations: Any organization described in Section 501©(3) of the Internal Revenue Code of 1986, as amended, any corporation, or similar business trust or partnership not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

6. Trusts: Any trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D of the Securities Act.

7. Equity Owners: Any entity in which all of the equity owners are accredited investors.

8. Employee Benefit Plans: Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary (as defined in Section 3(21) of the Securities Act) which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets of more than $5,000,000, or if the employee benefit plan is a self-directed plan and the investment decisions are made solely by persons who are accredited investors within the meaning set forth in paragraphs (i) through (viii) above.

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THIRD-PARTY INFORMATION

This offering may include information obtained from third-party sources. While we believe these sources to be reliable, we do not guarantee the accuracy or completeness of the information provided.

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DISCLAIMER

This memorandum does not constitute an offer or solicitation in any state or other jurisdiction to any person or entity to which it is unlawful to make such an offer or solicitation in such state or jurisdiction. Prior to the initial acceptance of subscriptions, the company (as defined below) and its affiliates reserve the right to modify any of the terms of the offering and the securities described herein. The company intends for the issuance and sale of the securities to be exempt from the registration requirements of the Securities Act pursuant to Regulation D thereunder.

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RESTRICTIONS ON ADVERTISING

No promotional literature or advertising in any form shall be utilized in this offering, with the exception of information contained in this memorandum or sanctioned by the company. No individual, apart from the company, has been granted the authority to create memorandums or provide any information pertaining to the securities, other than the information encapsulated in this memorandum. Any such memorandums, if created, or information, if provided, is not sanctioned and should not be considered reliable.

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NOTICE REGARDING TIMING AND INFORMATION

Unless otherwise specified, this memorandum is effective as of the date herein. The distribution of this memorandum or any sales conducted hereunder shall not, under any circumstances, suggest that there have been no alterations in the company’s affairs and other information encapsulated herein since the date herein. Certain clauses of various agreements or other documents are summarized in this memorandum, but potential investors should not presume that these summaries are exhaustive. These summaries are entirely qualified by the texts of the original documents, which will be accessible to prospective investors.

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DISCLAIMER REGARDING LEGAL AND TAX ADVICE

Prospective investors should not construe the contents of this memorandum nor any prior or subsequent communication from or with the company, nor any professional associated with the offering, as legal or professional tax advice. The recipient authorized to receive this memorandum should consult its own counsel, accountant, or business advisor, respectively, as to legal, tax, and other matters concerning the purchase of the securities.

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DISCLAIMER REGARDING ACCREDITED INVESTORS

The designation of an individual as an accredited investor does not inherently imply that the securities are a fitting investment for such an individual. Consequently, each potential investor is strongly encouraged to seek advice from their own professional advisors to ascertain whether the acquisition of the securities aligns with their specific financial, tax, and legal circumstances.

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CONFIDENTIALITY

The data encompassed in this memorandum is confidential. By accepting this copy of the memorandum, the recipient has consented to handle this memorandum with confidentiality, to refrain from disclosing the information to any other individual, and to utilize the information solely for the purpose of determining whether the recipient desires to make the investment outlined in this memorandum. If you disagree with the aforementioned sentence, please return this memorandum to the company without delay.

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GOVERNING LAW

This Offering Memorandum and the offer and sale of the securities shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflict of laws principles.

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FORWARD-LOOKING STATEMENTS

This memorandum encompasses prospective statements. All declarations, barring those of historical fact, pertaining to our strategy, future operations, financial standing, estimated revenues and losses, projected costs, prospects, plans, and objectives of management are classified as forward-looking statements. These forward-looking statements are predicated on our present expectations and assumptions about future events and are based on information currently available regarding the outcome and timing of future events. It is advised not to place undue reliance on forward-looking statements. They are subject to known and unknown risks, uncertainties, and other factors that may influence the company’s operations, markets, products, services, and prices and may cause its actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by the forward-looking statements. Forward-looking statements may encompass declarations about our business strategy, reserves, financial strategy, liquidity, and capital required for our development program, costs of developing our software, costs of building our brand and marketing, general economic conditions, credit markets, liquidity and access to capital, uncertainty regarding our future operating results, and plans, objectives, expectations, and intentions that are not historical. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are challenging to predict and many of which are beyond our control.

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DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS

This memorandum encompasses prospective statements that are predicated on the beliefs and assumptions of MH Alliance LLC’s (hereinafter referred to as the “Company”) management team, and on information presently accessible to such management team. These forward-looking statements are subject to a multitude of risks and uncertainties, many of which are beyond the Company’s control. All declarations, barring those of historical fact, contained in this memorandum, including statements regarding future events, future financial performance, business strategy and plans, and objectives of the Company for future operations, are classified as forward-looking statements. These declarations are merely predictions and involve known and unknown risks, uncertainties, and other factors, which may cause the actual results, levels of activity, performance, or achievements of the Company to differ materially from any future results, expressed or implied by these forward-looking statements. It is advised not to place undue reliance on any forward-looking statement. The Company undertakes no obligation to update or revise publicly any of the forward-looking statements after the date herein to conform the statements to actual results or changed expectations.

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DISCLAIMER REGARDING INVESTMENT ADVICE

This memorandum is being disseminated to a restricted number of recipients. It does not represent an offer to sell to any entities, nor a solicitation to any entities to purchase interests in the Company or the projects delineated herein. This memorandum is not designed to provide, and should not be depended upon for, accounting, legal, or tax counsel. It does not constitute an offer to sell or an invitation to acquire and does not represent any form of commitment or endorsement on the part of the Company. Nothing herein should be construed as constituting the provision of investment advice, and this memorandum is not designed to provide advice and must not be interpreted as such.

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NOTICE REGARDING SECURITIES OFFERING

Any proposition of securities will solely be conducted via a private placement offering that is exempt from registration with the U.S. Securities Exchange Commission and state securities regulatory agencies, and is limited to a select number of investors who meet specific eligibility criteria as outlined in the private placement memorandum. The private placement memorandum will delineate the risks and advantages of such securities. This memorandum shall not be construed as an offer to sell or the solicitation of an offer to purchase any securities.