SC

Version 1.0 · April 2026

Risk Warning

Strata Solas Wealth Management LLC

⚠ IMPORTANT RISK WARNING — PLEASE READ CAREFULLY BEFORE INVESTING

Investment in the securities offered by Strata Solas Wealth Management LLC involves a HIGH DEGREE OF RISK, including the possible loss of your ENTIREinvestment. These securities are not suitable for all investors. You should not invest any money that you cannot afford to lose. Before making any investment decision, read this Risk Warning in full, review the Fund's Private Placement Memorandum (PPM), and consult with your own independent qualified legal, financial, and tax advisors. This document is not investment advice.

This document is not an offer to sell securities. This Risk Warning must be read in conjunction with the Fund's Private Placement Memorandum (PPM) before making any investment decision.

1. Nature of the Investment

Strata Solas Wealth Management LLC (the "Fund") offers Senior Notes backed by secured underlying assets in two series ("Notes"):

  • Series A — Monthly Income Notes: 8% per annum, monthly interest payments, open-ended term, principal returned upon approved request
  • Series B — Annual Income Notes: 10% per annum, payments upon maturity or approved request, 12-month initial term with auto-rollover

The Notes are private, illiquid, unregistered debt instruments. They are NOT:

  • bank deposits or savings accounts;
  • insured by the FDIC, SIPC, or any government agency;
  • registered under the U.S. Securities Act of 1933 or any state securities law;
  • listed on any stock exchange or trading platform;
  • directly secured by any specific real estate asset — investors hold Fund-level obligations only and have no direct lien on any property.

The Notes are exempt from registration under Rule 506(c) of Regulation D (U.S. Accredited Investors) and Regulation S (non-U.S. investors). This exemption does not imply any approval or endorsement by any regulatory authority.

For non-U.S. investors under Regulation S, a 40-day distribution compliance period applies during which the Notes may not be offered, sold, or transferred to U.S. persons or into the United States.

2. Key Risk Factors

The following risks may result in partial or total loss of your investment. This list is not exhaustive. Please review the full risk disclosure in the Fund's Private Placement Memorandum.

TOTAL LOSS RISK

You may lose your entire investment. Private credit investments are speculative and carry the risk of total loss. Do not invest more than you can afford to lose completely.

SINGLE BORROWER DEPENDENCY — CONCENTRATED RISK

The Fund is currently 100% dependent on a single borrower (LLC Markito) and a limited number of residential properties in Florida. Any failure of this borrower is likely to result in a substantial or total loss of investor capital. There is no obligation or guarantee that the Fund will achieve diversification at any time. Do not assume diversification will occur.

CREDIT RISK / BORROWER DEFAULT

The Fund's ability to pay interest and return principal depends entirely on repayment by the underlying borrower. If the borrower defaults, the Fund must initiate judicial foreclosure proceedings under Florida law, which typically take 12 to 24 months or more and may not recover sufficient funds to repay investors after all priority claims are satisfied.

LIQUIDITY RISK — YOUR MONEY MAY BE LOCKED UP INDEFINITELY

There is no public market for the Notes. The 30-day repayment notice period is a request mechanism only and does NOT constitute a contractual obligation of the Fund to redeem within that period. The Fund has no obligation to redeem Notes within any specific timeframe. Redemption requests may be denied, delayed indefinitely, or only partially fulfilled at the Fund's sole discretion if it lacks sufficient liquidity. Even after the 30-day notice period, the Fund may be unable to redeem all or any portion of your principal if underlying loan repayments have not been received. You should be prepared to hold the Notes indefinitely.

COLLATERAL RISK — INDIRECT SECURITY ONLY

While the Fund's underlying loans are secured by first-lien mortgages, investors do NOT hold a direct security interest in any property. Your claim is against the Fund, not against any real estate. The value of collateral may decline due to market conditions, property damage, or regulatory changes. In a default scenario, proceeds from collateral enforcement will be applied in the following order: (i) legal and enforcement costs; (ii) taxes and governmental claims; (iii) senior obligations of the Fund including operating expenses and management fees; and (iv) payments to noteholders. Investors may receive little or no recovery after satisfaction of prior claims.

STRUCTURAL PRODUCT RISK

The Notes represent obligations of the Fund and not direct interests in underlying assets. Investors rely entirely on the Fund's management, enforcement actions, and financial position. This structure exposes investors to risks beyond the performance of any single asset, including the Fund's own operational and financial risks.

AUTO-ROLLOVER RISK

If you do not submit a repayment request, your Note automatically continues on the same terms indefinitely. You may remain invested longer than intended. Market conditions, the Fund's financial position, or applicable law may change materially during extended rollover periods. There is no obligation on the Fund to notify you of changed circumstances.

NO GUARANTEE OF RETURNS

The stated interest rates (8% for Series A, 10% for Series B) represent contractual obligations of the Fund contingent on its financial performance and borrower repayment. Returns are NOT guaranteed. These rates are not a prediction of future performance. Past performance (if any) is not indicative of future results.

CRYPTOCURRENCY / USDT RISK

If you invest via USDT (Tether ERC-20), you face additional risks: USDT may lose its peg to the U.S. dollar; smart contracts may have vulnerabilities; the Ethereum network may experience disruptions; regulatory actions (including potential U.S. stablecoin legislation or EU MiCA regulations) may restrict stablecoin use. The Fund's ability to convert USDT to USD depends on third-party counterparties and market liquidity. The Fund does not guarantee the timing, availability, or pricing of such conversion. The Fund does not provide custodial services for USDT long-term. Custodial or counterparty failures, wallet hacks, or exchange failures may result in partial or total loss of digital assets. These risks are in addition to all investment risks.

REGULATORY RISK

Changes in U.S. or foreign securities law, tax law, real estate regulations, or digital asset regulations may adversely affect the Fund's operations or your returns. The Fund relies on an exemption from registration as an investment company (§3(c)(1) of the Investment Company Act of 1940), which limits it to 100 or fewer beneficial owners. If this limit is breached, significant regulatory burdens may arise.

MANAGER RISK / KEY-PERSON RISK

The Fund's success depends significantly on the judgment and continued involvement of its key personnel. The departure, incapacity, or loss of key management could adversely affect the Fund's ability to manage investments and service noteholder obligations.

STRUCTURAL SUBORDINATION RISK

In the event of insufficient cash flows, the Fund must pay legal costs, taxes, operating expenses, and management fees (2% p.a.) before making payments to noteholders. You rank below these obligations in any recovery scenario.

BANKING AND PAYMENT RISK

The Fund relies on third-party banking institutions and payment processors for fund operations and investor distributions. Disruptions, account closures, sanctions actions, or regulatory actions affecting such institutions may delay or prevent the movement of funds and distributions to investors.

LEGAL ENFORCEMENT RISK

Enforcement of the Fund's rights against borrowers is subject to U.S. state law and judicial processes. Legal outcomes are uncertain and may be affected by court delays, procedural issues, adverse rulings, or borrower bankruptcy proceedings. Bankruptcy of the borrower may significantly delay or reduce recovery on the Fund's loans.

OPERATIONAL AND PLATFORM RISK

The Fund relies on digital systems and third-party platforms (including SWC Field) for investor onboarding, communication, document execution, and transaction processing. Failures, cyber incidents, data breaches, or system disruptions may impact operations and investor access to information and distributions.

FUND CONTINUITY RISK

The Fund's operations depend on its ability to maintain investor confidence and continued access to capital. Negative events, reputational issues, or reduced investor inflows may impact the Fund's ability to operate effectively and meet its obligations to existing noteholders.

TAX RISK

The tax treatment of your investment depends on your individual circumstances and jurisdiction of tax residency. Interest payments may be subject to U.S. withholding tax of up to 30% for non-U.S. investors unless a treaty exemption or portfolio interest exemption applies. FATCA may impose additional withholding on non-compliant payees. You must provide IRS Form W-8BEN (individuals) or W-8BEN-E (entities) before receiving any payments. Cryptocurrency receipts and conversions may give rise to additional tax obligations. Investors in certain jurisdictions may face additional local regulatory or tax restrictions. Consult your own qualified tax advisor before investing.

3. Who Should NOT Invest

You should NOT invest in the Notes if:

  • You cannot afford to lose your entire investment;
  • You need access to your funds within a short or definite timeframe;
  • You require a guaranteed or predictable return;
  • You are a U.S. person who does not qualify as an Accredited Investor under Rule 501(a) of Regulation D;
  • You are a resident of a sanctioned jurisdiction (Russia, Belarus, Iran, North Korea, Cuba, Syria, or other OFAC-designated jurisdictions);
  • You do not have sufficient financial sophistication to evaluate the risks of private credit investments;
  • You are investing money needed for essential living expenses, emergency reserves, retirement, or other critical purposes;
  • You are not comfortable with illiquid, unregulated, high-risk private investments.

4. Who May Invest

Investment in the Notes is available only to:

  • U.S. persons who qualify as Accredited Investors under Rule 501(a) of Regulation D and who have completed the Fund's mandatory accredited investor verification process;
  • Non-U.S. persons investing in offshore transactions pursuant to Regulation S who have completed KYC/AML verification and executed IRS Form W-8BEN or W-8BEN-E.

Eligibility verification does not constitute investment advice or a suitability determination. Sophisticated and eligible investors may still lose their entire investment. Meeting eligibility requirements does not reduce the risks described in this document.

For investors in the European Economic Area, United Kingdom, or other regulated jurisdictions: This document is not intended for distribution to retail investors. Investors in certain jurisdictions may face additional local regulatory or tax restrictions on outbound investments in U.S. private placements. You are responsible for ensuring compliance with local law before investing.

5. Not Investment Advice — No Fiduciary Duty

Nothing in this Risk Warning, the Investment Memorandum, the Private Placement Memorandum, or any other Fund materials constitutes investment, legal, tax, or financial advice. The Fund does not act as your financial advisor and owes you no fiduciary duty in connection with this offering or otherwise. You must make your own independent assessment of the risks and suitability of this investment based on your own financial situation, investment objectives, and risk tolerance.

You are strongly encouraged to seek independent advice from a qualified financial advisor, securities attorney, and tax professional before investing.

6. Regulatory Status

The securities offered by the Fund have NOT been approved, recommended, or endorsed by the U.S. Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other regulatory authority in the United States or any other jurisdiction. No regulatory authority has reviewed or passed upon the accuracy or adequacy of this document or the Fund's offering materials.

The Fund has filed a Form D notice with the SEC in connection with its exempt offering under Rule 506(c) of Regulation D. This filing is a notice of an exempt offering — NOT a registration of securities. Any representation to the contrary is a criminal offense under U.S. law.

The securities are offered in reliance on exemptions from registration under the Securities Act of 1933. These exemptions do not protect investors against fraud or misrepresentation, nor do they constitute any form of government approval or guarantee.

7. Past Performance and Forward-Looking Statements

Past performance is not indicative of future results. Any projected returns, income estimates, or performance scenarios described in Fund materials are for illustrative purposes only and do not represent a guarantee or prediction of actual results.

Fund materials may contain forward-looking statements regarding investment strategy, expected returns, and market conditions. Actual results may differ materially from those projected or implied. The Fund undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances.

8. Investor Acknowledgement

By accessing this Risk Warning and proceeding with any subscription, you irrevocably acknowledge and confirm the following:

  • You have read and understood this Risk Warning in its entirety;
  • You have read and reviewed the Fund's full Private Placement Memorandum (PPM);
  • You understand the nature of the investment and accept all risks described herein;
  • You are an eligible investor (Accredited Investor under Rule 506(c) or non-U.S. person under Regulation S);
  • You have had the opportunity to consult with independent legal, financial, and tax advisors of your own choosing;
  • You are investing capital that you can afford to lose in its entirety;
  • You understand that the Fund's Notes are illiquid, unregistered, and not guaranteed by any government authority;
  • You understand that returns are not guaranteed and that you may lose your entire investment;
  • You understand that the 30-day redemption notice period does not guarantee repayment within that period;
  • You understand that your Notes are not directly secured by any real estate and that your claim is against the Fund only.

This acknowledgement is a material part of your subscription agreement. No investment will be accepted without express acknowledgement of this Risk Warning. Any claim that you were not adequately warned of the risks described herein will be contradicted by this acknowledgement, which forms part of your subscription representations.

9. Contact and Further Information

For questions regarding this Risk Warning or the Fund's offering, contact:

Strata Solas Wealth Management LLC
Evgenii Kudriashov, CEO / Authorized Officer
Email: support@swcfield.com
Phone / WhatsApp: SWCField.com
Legal Address: 1007 N Orange St, 4th Floor, Suite 1382, Wilmington, DE 19801, USA
SEC EDGAR: CIK 0002105970 (Form D filed)

© 2026 Strata Solas Wealth Management LLC — Delaware LLC · EIN 30-1477567 · SEC CIK 0002105970 · Rule 506(c) Regulation D + Regulation S · Version 1.0 · April 2026

This is not an offer to sell securities. This Risk Warning must be read in conjunction with the Fund's Private Placement Memorandum.

Инвестирование в частные компании является высокорискованным и может привести к потере средств в полном объёме. Нелистинговые ценные бумаги неликвидны. Только для аккредитованных инвесторов после верификации. | Strata Solas Wealth Management LLC — Delaware LLC