Privacy Policy
We will use the information you give us to do ethical business. No personal information is collected or stored upon visiting or browsing the website. We do not sell or share data. We will not waste your time with excessive or frivolous updates. If you fill out the contact form or an application on the website, the information input is collected and stored solely for the purpose of facilitating contact and providing you more information. We do not sell or share collected information. For any questions or directives concerning personal information, please contact Mr. Nasser at fund@bstn.capital.Terms and Conditions
By using this website, you acknowledge that this is a public website intended to convey information and market our services. We will do our best to keep the information on the website accurate, but it is not legally binding. Unless and until we enter into a signed contract, we are not your lender, you are not a member of any fund, and we have no relationship with you. Look at your signed contract and offering information for binding terms. Contact us if you have questions or problems.Disclaimers and Disclosures
The information on this website has been prepared solely for informational purposes and does not constitute an offer to sell or the solicitation of an offer to purchase any securities from any entities described herein. No representation or warranty can be given with respect to the accuracy or completeness of the information herein, or with respect to the terms of any future offer of securities conforming to the terms hereof. Nothing on this website or that we provide to you should be construed as tax, accounting or legal advice.Neither our Company nor any of its officers, directors, affiliates or representatives accept any responsibility for the tax treatment of any investment in any Fund or the holdings thereof. You should consult your own legal, accounting, and tax advisers to determine the consequences of an investment in any Fund and to make an independent evaluation of such investment.
The information on this website may contain forward-looking statements. These forward-looking statements are based on our current expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions, and other important factors, many of which are outside our control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may vary materially from those expressed or implied, and there can be no assurance that estimated returns or projections will be realized or that actual returns will not be materially different than estimated herein. Accordingly, you are cautioned not to place undue reliance on such forward-looking statements or projections. You should conduct your own analysis, using such assumptions as you deem appropriate, and should fully consider other available information in making a decision to invest. Performance is dependent upon future events and may be significantly affected by changes in economic and other circumstances. This website may also contain estimates made by independent parties relating to market size and growth and other industry data. These estimates involve a number of assumptions and limitations and you are cautioned not to give undue weight to such estimates. All forward-looking statements are based on information available as of the date of publication and we assume no obligation to, and expressly disclaim any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SUITABILITY REQUIREMENTS Only persons and entities which meet the definition of an accredited investor as set forth below will be offered an opportunity to invest in any Fund. All offerings will be relying on the exemption from registration contained in Rule 506(c) of Regulation D under the Securities Act of 1933 which requires that the investor provide independent written verification that each investor meets these suitability standards or provides the Fund with such financial and other documents sufficient for the Fund to make this determination, as further described in the Offering Documents. No investment may be made before an interested party has received and had the opportunity to review a Private Placement Memorandum which sets forth the terms of the Offering and the merits and risks of the Offering.
DEFINITION OF ACCREDITED INVESTOR Rule 501 of Regulation D under the Securities Act of 1933
(a) “Accredited investor” shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:
(1) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940; any investment adviser registered under Section 203 of the Investment Advisers Act of 1940 or registered under the laws of any state of the United States; any exempt reporting investment adviser relying on the exemption from registering with the Securities and Exchange Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; a Rural Business Investment Company (RBIC) as defined in section 384A of the Consolidated Farm and Rural Development Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; 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 such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
(2) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of his purchase exceeds $1,000,000:
(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):
(A) The person's primary residence shall not be included as an asset;
(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and
(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;
(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (a) Such right was held by the person on July 20, 2010; (b) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (c) The person held securities of the same issuer, other than such right, on July 20, 2010. Note 1 to paragraph (a)(5): For the purposes of calculating joint net worth in this paragraph (a)(5): Joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly.
(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and
(8) Any entity in which all the equity owners are accredited investors.
(9) Any entity of a type not listed in (1), (2), (3), (7) or (8) above, not formed for the specific purpose of acquiring interests of the Fund being offered or sold, owning investments (as defined in Rule 2a51-1(b) under the Investment Company Act of 1940) in excess of $5,000,000;
(10) Any natural person holding in good standing (i) a Series 7 (General Securities Representative), Series 82 (Private Securities Offerings Representative) and Series 65 (Investment Adviser Representative) license from the Financial Industry Regulatory Authority (FINRA) and/or (ii) one or more professional certifications or designations or credentials from an accredited educational institution that the Securities and Exchange Commission has designated as qualifying an individual for accredited investor status;
DISCLAIMER REGARDING “FORWARD-LOOKING STATEMENTS”: Any projections or other estimates on this website, including, without limitation, estimates of investment performance or returns for any Fund or for those regarding past investments and/or opportunities managed by BSTN Capital or its affiliates are “forward-looking statements” that: (i) have been prepared by the Fund and have not been audited or otherwise verified by any independent third party, (ii) involve significant elements of subjective judgment and analysis and (iii) are based upon certain assumptions (some or all of which may not be valid). Other events, which were not taken into account, may occur and may significantly affect the analysis, which can change without notice. Assumptions made in on this website should not be construed to indicate or guarantee the actual events that will occur. Actual events are difficult to predict with any degree of accuracy and such events may depend upon factors that are beyond any Fund or its affiliates'’ control; accordingly, actual results may differ, perhaps materially, from assumptions presented. Such projections and estimated investment performance and returns should be viewed as merely hypothetical and do not represent the actual investment performance and returns that may be achieved by an investor in any Fund. Some important factors that could cause actual results to differ materially from those in any forward-looking statements include, without limitation, the following: (i) changes in interest rates; (ii) changes to financial, market, economic or legal conditions; and (iii) foreign exchange developments. Accordingly, we cannot provide any assurance: (i) that projections or estimated investment performance or returns can be realized; (ii) that actual results and final investment performance or returns will not be materially lower than those estimated herein; (iii) that any Fund’s investment objectives will be achieved; or (iv) that any investor will receive a return of all or any part of an investment in any Fund. Actual realized returns will depend on, among other factors, the Fund and its asset’s respective future operating results, portfolio and asset-by-asset values, market conditions at time of disposition, legal/contractual restrictions on transfer limiting liquidity, transaction costs and the timing and manner of sale.
ADVISORS' REVIEW: Persons considering an investment in any Fund should conduct their own independent analysis of, and due diligence process regarding, the business opportunity contained in the official Offering Documents, using such assumptions as they deem appropriate and fully considering all other available information. Any decision to invest in the Fund must be based upon such independent analysis and due diligence along with the information set forth in the Offering Documents, which should be read carefully by potential subscribers and their legal and tax advisors. No tax opinion or representation or warranty regarding direct or indirect tax impact is provided and each person considering investment in any Fund is solely responsible for coordinating with their respective accounting advisors regarding the Fund’s accomplishment of their particular tax goals (whether or not the Fund or its own legal or accounting advisors are aware of such goals). This website does not constitute written tax advice as described in 31 C.F.R. 10, et seq. and is not intended or written by us to be used and/or relied on as written tax advice for any purpose including, without limitation, the marketing of any transaction addressed herein. Any such U.S. federal tax advice shall be conspicuously labeled as such, shall include a discussion of all material facts and circumstances applicable to transactions discussed therein in compliance with 31 C.F.R. 10.37, and shall set forth any applicable limits on the use of such advice.
TRADEMARKS: This website may contain trademarks, service marks, trade names and copyrights, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights may be listed without the TM, SM © or ® symbols, but we assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
NOT REGISTERED; SECURITIES MATTERS: Interests in any Fund will not be registered under U.S. federal or state securities laws or the securities laws of any other jurisdiction in reliance on one or more exemptions provided by Section 4(a)(2) of the Securities Act of 1933, Regulation D promulgated thereunder, or other applicable exemptions for transactions not involving a public offering and, in addition, one or more applicable state-specific exemptions from registration of similar import. Such securities will only be offered, if at all, by the respective Memorandum, which may be requested by contacting the individuals noted in the “Contact” section of this website. The interests in any Fund have not been approved or disapproved by the Securities and Exchange Commission or any other state or foreign securities regulator and any representation to the contrary may constitute a criminal offense.
SUITABILITY: An investment in any Fund is speculative and involves a high degree of risk. Therefore, only persons and/or entities of suitable financial means will be permitted to purchase interests in a Fund. Interests in any Fund will only be sold to a limited number of persons that meet these and other requirements and can represent that the person: (1) is an “accredited investor,” as defined in Rule 501 of Regulation D; (2) can provide the Fund with either (i) written verification regarding such person’s accredited investor and qualified purchaser statuses from either a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney in good standing, or a certified public accountant duly registered and in good standing or (ii) such financial and other information as the Fund may request to enable the Fund to independently verify such subscriber’s “accredited investor” and “qualified purchaser” statuses; (3) has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of an investment in the Fund; and (4) is able to bear the economic risk of the investment for an indefinite period of time and can afford a complete loss of such investment. All subscribers must make certain representations in connection with their purchase of interests in the Fund, as will be set forth more particularly in the respective subscription agreement.
ERISA INVESTORS: Subscribers subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), should consult their own advisors as to the effect of ERISA on an investment in any Fund.
In short, nothing solely on this website is binding.