AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 4, 2023

TIRIOS PROPCO SERIES LLC

8 The Green A

Dover, DE 19901

Phone: (737) 275-4622

https://www.tirios.ai/

Tirios Propco Series LLC is a Delaware series limited liability company (which we refer to as “we,” “us,” “our” or “Company”) that has been formed to facilitate investment in individual real estate properties that will be owned by individual series of the Company (each a “Series” and collectively, the “Series”). Each individual Series will, directly or through a wholly-owned subsidiary, hold a specific asset (each an “Underlying Asset”) into which investors can invest via purchase of membership interests for that Series (each a “Series Interest” and collectively, “Series Interests”).

We are offering Series Interests of each of the Series of the Company with a status of “Open” in the “Series Offering Table” beginning on page 1 of this Offering Circular.

Series Interests will be sold for $100.00 each and the minimum investment for any investor is $100.00. For more information on the securities offered hereby, please see “Securities Being Offered” on page 28.

There are significant transfer restrictions on the shares hereby offered. See “Description of Securities.” Series may, at the election of the Company, be taxed either as partnerships or as REITs. The tax status of each Series will be listed in the Series Offering Table on Page 1. Note that 274 Gabbro, 283 Gabbro, and 313 Mica will be taxed as partnerships. For those Series to be taxed as REITs, the Company has a significant interest in preserving the REIT status of such Series. In order to ensure compliance with REIT requirements, the Company requires that no single stockholder holds more than 9.8% of the stock outstanding of a Series to be taxed as a REIT. Transfer of Series Interests is also subject to approval by the Company. Should any attempt to transfer Series Interests violate this condition, the Company will not recognize such attempted transfer and the transfer will be void.

This offering is being made pursuant to Tier 2 of Regulation A following the Form 1-A Offering Circular disclosure format. There is no market for our Series Interests and none is likely to develop in the future – investors should expect to hold their Series Interests indefinitely.  Each offering will commence within thirty (30) calendar days after the first qualification date of the offering statement of which this Offering Circular forms a part and, unless earlier terminated by the Manager in its sole discretion, each Series will be offered until no later than the first anniversary of such qualification date.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

I

Series Interests Overview

Tirios Propco Series LLC – 274 Gabbro		Price to Public				Underwriting Discount and Commissions [1]				Proceeds to Issuer [2]				Proceeds to Other Persons
Per Series Interest		$	100.00			$	1.00			$	99.00			$	0.00
Total Minimum[3]		$	0.00			$	0.00			$	0.00			$	0.00
Total Maximum		$	88,300.00			$	883.00			$	87,417.00			$	0.00

Tirios Propco Series LLC – 283 Gabbro		Price to Public				Underwriting Discount and Commissions [1]				Proceeds to Issuer [2]				Proceeds to Other Persons
Per Series Interest		$	100.00			$	1.00			$	99.00			$	0.00
Total Minimum[3]		$	0.00			$	0.00			$	0.00			$	0.00
Total Maximum		$	86,000.00			$	860.00			$	85,140.00			$	0.00

Tirios Propco Series LLC – 313 Mica		Price to Public				Underwriting Discount and Commissions [1]				Proceeds to Issuer [2]				Proceeds to Other Persons
Per Series Interest		$	100.00			$	1.00			$	99.00			$	0.00
Total Minimum[3]		$	0.00			$	0.00			$	0.00			$	0.00
Total Maximum		$	102,200.00			$	1,022.00			$	101,178.00			$	0.00

	(1)	The Company has engaged Dalmore Group, LLC, member FINRA/SIPC (“Dalmore” or “Broker”), to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This fee table includes the 1% commission payable to Dalmore  but it does not include the one-time expense allowance of $5,000, or consulting fees of $20,000 payable to Dalmore. Dalmore will not receive any fee on funds raised from the sale of any Series Interests to our Manager or its affiliates. Dalmore’s role and compensation are described in greater detail under “Plan of Distribution.”
	(2)	We will incur offering expenses in addition to fees payable to Dalmore. In general, these costs include legal, accounting, underwriting, filing and compliance costs, as applicable, related to the offering. These costs have not been included in the above table and will be paid by our Manager, Tirios Corporation, a Delaware corporation (“Manager”) without reimbursement.
	(3)	This offering is being made on a best-efforts basis. There is no minimum offering amount and no provision to escrow or return investor funds if any minimum number of Series Interests are not sold. All investor funds will be immediately available for use upon acceptance. The amount disclosed in the table is the Maximum Offering Amount for the Series Interests, however, the actual proceeds raised in this Offering may be lower, in which case the proceeds available for repayment of advance to our Manager would be lower.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” on page 4 for a description of some of the risks that should be considered before investing in our Series Interests.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

II

TABLE OF CONTENTS

Series Offering Table	1
Summary	1
Risk Factors	8
Dilution	24
Plan of Distribution	24
Use of Proceeds to Issuer	35
Business Description	38
Description of Properties	44
Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Directors, Executive Officers and Significant Employees	45
Compensation of Directors and Officers	46
Security Ownership of Management and Certain Securityholders	47
Interest of Management and Others in Certain Transactions	47
Securities Being Offered	48
Experts	81
Additional Information	81
Financial Statements	F-1

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SERIES OFFERING TABLE

The table below shows summary information related to the offering of each Series.

Series Name

Underlying Asset(s)

Offering Price per Series Interest

Maximum Offering Size

Available Series Interests(1)

Initial Qualification Date

Closing Date

Status

Taxation (2)

Tirios Propco Series LLC – 274 Gabbro

274 Gabbro Gardens, San Marcos, TX 78656

$

100.00

$

88,300.00

883

N/A

Pending

Partnership

Tirios Propco Series LLC – 283 Gabbro

283 Gabbro Gardens, San Marcos, TX 78656

$

100.00

$

86,000.00

860

N/A

Pending

Partnership

Tirios Propco Series LLC – 313 Mica

313 Mica Trail, San Marcos, TX 78656

$

100.00

$

102,200.00

1,022

N/A

Pending

Partnership

(1) Shows the number of Series Interests available for sale as of the date of this Offering Circular.

(2) Shows the tax election by the Series to be taxed as a partnership or a REIT.

SUMMARY

This summary highlights information contained elsewhere and does not contain all of the information that you should consider in making your investment decision. Unless the context otherwise requires or indicates, references in this Offering Circular to “us,” “we,” “our” or the “Company” refer to Tirios Propco Series LLC is a Delaware series limited liability company, our Series and our respective wholly owned subsidiaries.  As used in this offering Statement (“Offering Statement”) of which this Offering Circular (“Offering Circular”) is a part, an affiliate of, or person affiliated with, a specified person is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. To understand this offering fully, you should carefully read the entire Offering Circular, including the section entitled “Risk Factors,” before making a decision to invest in our securities.

The Company

Tirios Propco Series LLC was formed as a Delaware series limited liability to serve as an investment vehicle through which the general public can invest in fractional interests of income-producing single-family homes. Investment opportunities will be hosted on the Tirios.ai investment platform (the “Platform”), which is owned and operated by our Manager, Tirios Corporation, a Delaware corporation. An investment in a Series of the Company entitles the investor to its share of the potential benefits normally associated with direct ownership of real estate without the burdens of the due diligence, significant capital outlay, management, and oversight generally associated with ownership of such assets.

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Specifically, we will acquire single-family homes, lease them long-term, divide them into multiple interests using blockchain technology, and offer them as investments through the Platform. As a result, investors can build their real estate portfolio by investing across multiple assets and neighborhoods. We do all the work for sourcing, analyzing, underwriting, acquiring, and managing assets. We analyze every investment across several characteristics to make an investment decision, including evaluating the asset's condition, expected financial returns, market opportunity, and demographic factors. We will foreign file to do business in each jurisdiction where our properties are located.

Investors in our offerings can invest in real estate without needing a large lump sum, applying for a mortgage, or taking on maintenance responsibilities as a landlord.

The Company and each Series will be managed by Tirios Corporation, our Manager, which will also serve as the initial Member of the Company and each Series. Our Manager intends to acquire anywhere from 1%-20% of the Series Interests of each Series, but may acquire more or less Series Interests as determined in its sole discretion. Our Manager is headquartered in Texas and will be foreign filing to conduct business in Texas in order to manage our initial properties directly.

We intend that each Series will be taxed either as a partnership or a Real Estate Investment Trust (REIT), as determined in our Manager’s sole discretion. The taxation election of each Series will be listed in the Series Offering Table.  

Contact Information

Tirios Propco Series LLC

8 The Green A

Dover, DE 19902

Tel: (737) 275-4622

Reporting

We are not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Securities Act of 1933, as amended (the “Securities Act”). Rather, we will be subject to the more limited reporting requirements under Tier 2 of Regulation A, including the obligation to electronically file:

	·	annual reports (including disclosure relating to our business operations for the preceding three fiscal years, or, if in existence for less than three years, since inception, related party transactions, beneficial ownership of the issuer’s securities, executive officers and directors and certain executive compensation information, management’s discussion and analysis (“MD&A”) of the issuer’s liquidity, capital resources, and results of operations, and two years of audited financial statements);
	·	semiannual reports (including disclosure primarily relating to the issuer’s interim financial statements and MD&A); and
	·	current reports for certain material events.

At any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.

The properties acquired by the Series are newly constructed residential properties that have not been previously occupied or leased and have not previously been revenue producing. Therefore, they were not operated as a business and without leasing history. As a result, there are no financial statements applicable to the property for which financial statements may be required in the Offering Circular prior to the date of acquisition of the properties by the Series.

For future reporting periods, we intend to have each series that has commenced operations audited on an annual basis and to present these series audited financial statements separately and on a consolidated basis with the financial statements of the Company. The audit opinion to be provided along with the audited financial statements will cover each of the audited series as well as the Company audited as a whole.

If and when we become subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), we intend to qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which will entitle us to take advantage of certain reduced reporting requirements and relieve us certain other significant requirements that are otherwise generally applicable to public companies.

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Series LLC Structure

The Company was formed in Delaware on April 13, 2023, as a series limited liability company. The Company intends to establish separate Series for each asset to be acquired by the Company. It is not anticipated that any Series will acquire any material assets other than the Underlying Asset for which the applicable Series was created. Ownership of a Series Interest in a Series is for that Series only and does not represent ownership in the Company or any other Series or the Underlying Asset itself.

Once our Manager identifies an Underlying Asset and agrees to a price with the seller, it will enter into a purchase agreement for the property. Generally, our Manager expects to assign the contract to the relevant Series for the direct purchase of the asset by the Series; however, there may be circumstances or timing considerations that result in the Company or Manager acquiring an asset directly from the third-party seller for further sale to the Series once sufficient funding has been obtained.  

In cases where the Series purchases the Underlying Asset directly from a third-party seller, it will use the proceeds from the offering for that Series to purchase the Underlying Assets and may finance a portion of the purchase price with third party financing. If the Series does not obtain sufficient funds prior to closing, the Company or Manager may provide a loan to the Series to finance all or part of the purchase price of the Underlying Asset. Such loan would be repaid without interest, as determined by our Manager, by the applicable Series with the proceeds of its offering, with any remaining proceeds being used in accordance with the “Use of Proceeds” below detailed for that Series.

If the Company or Manager purchases an Underlying Asset directly, then, after the relevant Series has obtained sufficient financing, that Series would purchase the asset for an amount equal to the original purchase price (including closing costs) plus holding costs, improvement costs and other expenses actually incurred by the Company or Manager prior to the sale to the Series.

All costs relating to an offering for a Series, except for the 1% commission payable to our Broker, will be paid by our Manager.  All costs of acquiring and improving the Underlying Asset for the Series, all Manager fees relating to the Series and/or Underlying Asset of the Series, and Operating Expenses of the Series shall be allocated to and paid by the Series. “Operating Expenses” include, but are not limited to,  

	●	fees, costs and expenses incurred in connection with the management of the Underlying Assets and preparing any reports and accounts of the Series, including, but not limited to, audits of the Series’ annual financial statements, tax filings and the circulation of reports to investors;
	●	insurance premiums or expenses;
	●	withholding or transfer taxes imposed on the Company or the Series or any of the Members;
	●	governmental fees imposed on the capital of the Company or the Series;
	●	legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, the Series or Manager in connection with the affairs of the Company or the Series, or relating to legal advice directly relating to the Company’s or the Series’ legal affairs;
	●	fees, costs and expenses of a third-party registrar and transfer agent appointed by the manager in connection with a series;
	●	indemnification payments;
	●	costs, fees, or payments related to interest or financing expenses for the Series;
	●	potential HOA or association fees related to the Underlying Assets;
	●	costs of any third parties engaged by our Manager in connection with the operations of the Company or the Series; and
	●	any similar expenses that may be determined to be operating expenses, as determined by our Manager in its reasonable discretion.
		If any fees, costs and expenses of the Company are not attributable to a specific Series, they will be borne proportionately across all of the Series (which may include future Series to be issued). Examples of situations where a cost would not be attributed to a specific Series but rather allocated among the Series include annual EDGAR filer fees, annual audit fee for the Company, legal fees relating to annual reporting, and rent and utilities if the Series share the same office space. Our Manager will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy. See “Business Description – Allocations of Expenses.”

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Distributions

We intend to distribute 100% of Free Cash Flows (defined in “Securities Being Offered,” but generally income, less all expenses paid, fees paid to management, indebtedness, and reserves as determined by our Manager) of each Series to the Members¹ of such Series, pro rata, which may include distributions to our Manager or its affiliates to the extent they hold Series Interests in the Series. Subject to the applicable provisions of the Delaware Act and except as otherwise provided herein, our Manager will pay distributions to the Members associated with such Series, subject to the availability of Free Cash Flows, at such times as our Manager shall reasonably determine. For distributions resulting from operations of an Underlying Asset, our Manager will attempt to make quarterly distributions. For distributions resulting from the sale or refinance of an Underlying Asset, our Manager will declare the distribution as soon as reasonably practicable after the relevant amounts have been received by the Series.

For each Series that has elected to be taxed as a REIT, we will be required to distribute 90% of the Series’ “REIT taxable income” (computed without regard to deduction for dividends paid and our net capital gains); plus 90% of the Series’ net income (after tax), if any, from foreclosure property (as described below); minus the sum of specified items of non-cash income that exceeds a percentage of the Series income.

Compensation Paid to our Manager and its Affiliates

Acquisition Fee: Upon the closing of the acquisition of any Series Asset, our Manager shall receive an Acquisition fee between 2% to 8% of the gross purchase price for such Series Asset, as determined by our Manager. The exact percentage to be charged will depend on a range of factors, including the acquisition price, location, due diligence requirements and amount of rehabilitation work required.

Asset Management Fees: On a quarterly basis beginning on the first quarter end date following the initial closing date of the issuance of Series Interests, the Series will pay our Manager a management fee, payable quarterly in arrears, equal to 0.25% (1% annualized) of Net Asset Value as of the last day of the immediately preceding quarter. “Net Asset Value” at any date means the current market value of a Series’ total Series Assets, less liabilities, determined by our Manager in its sole discretion. We may, but are not obligated to, obtain a third-party valuation of the assets of the Series to determine “Asset Value.”

Property Management Fee: Our Manager or its designated Affiliate will receive a Property Management Fee of $59.00 per month for each real property Asset held by a Series.

Commission as Buyer's Agent:  Our Manager or an affiliate of the Manager will represent the Company during the asset purchase process and could receive a commission as buyer's agent, which is typically between 0% to 3% of the acquisition price, based on the agreement with Seller's listing agent. The commission received as buyer's agent is for providing services such as scheduling viewings, submitting offers, negotiating purchase prices, and managing the closing process. Commission for services as Buyer's Agent is paid by Seller at the time of closing. 

These fees were determined internally without any independent assessment of comparable market fees. As a result, they may be higher than those available from unaffiliated third parties.

Other Services: We may retain certain of the Managing Member’s Affiliates, for services relating to Series Assets or operations of the Company or a Series, including any administrative services, construction, brokerage, leasing, development, financing, title, insurance, property oversight and other asset management services. Any such arrangements will be at market terms and rates, as determined by the Managing Member. We cannot make a reasonable estimate at this time if any of the Other Services, if at all, would be provided by any affiliates and any applicable fees that may be incurred in the future.

Transferability

Series Interests will not be listed or quoted on any securities exchange.  We expect that after a Series Interest Offering has concluded, the Public Private Execution Network Alternative Trading System, or PPEX ATS (the “Secondary Trading Platform”), which is registered with the SEC and operated by North Capital Private Securities Corporation (“North Capital”), will be a venue available for the resale of such Series Interests through the Broker Dealer, as a broker dealer member of the Secondary Trading Platform; provided, however, any such resale of a Series Interest will be subject to federal and state securities laws and the restrictions in the Operating Agreement (as defined below) and the Series Designation, as applicable, and there can be no assurance that an active market for any Series Interests will develop on the Secondary Trading Platform, that the Secondary Trading Platform will be available to allow resales of Series Interests to residents of all states, or that the Secondary Trading Platform will be available at all. For these reasons, investors must be prepared to hold their Series Interests indefinitely. See “Plan of Distribution - Transferability of the Series Interests.” See also Sample Agreement with North Capital PPEX in Exhibit 6.9.  All transaction fees associated with buying or selling Series Interests on the Secondary Trading Platform will be paid by the Manager.

Our Manager may refuse a transfer by an interest holder of its Series Interests in a Series if such transfer would result in (a) there being more than 2,000 beneficial owners in such Series or more than 500 beneficial owners that are not “accredited investors,” (b) the assets of a series being deemed plan assets for purposes of ERISA, (c) a change of U.S. federal income tax treatment of the Company and/or a Series, (d) the Company, any Series, our Manager, or its affiliates being subject to additional regulatory requirements, or (e) violation of the Company’s ownership limitations. Furthermore, as the interests are not registered under the Securities Act, transfers of interests may only be effected pursuant to exemptions under the Securities Act and as permitted by applicable state securities laws. See “Description of the Securities Being Offered – General Restrictions on Transfer” for more information.

For Series that will not be taxed as a REIT, the ownership limitation is 19.9%. For each Series taxed a REIT, the ownership limitation is either no more than 9.8% in value or number of Series Interests, whichever is more restrictive, of our outstanding equity capital, or 9.8% in value or number of Series Interests, whichever is more restrictive, of our Series Interests or any class or series of the outstanding interests. Our Manager may, in its sole discretion, waive the ownership limit with respect to a particular holder of Series Interests. 

_________________________ 

¹ The terms “Member” and “Subscriber” are both used to refer to investors in the Series Interests. Which term is used depends on the context: discussions about the subscription process generally use the term “Subscriber” whereas discussions about events occurring after the subscription process ends generally use the term “Member.”

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Summary Risk Factors

An investment in Series Interests involves significant risks. These risks include, but are not limited to, the following:

	●	An investment in an offering constitutes only an investment in that Series and not in the Company, any other Series or any Underlying Asset.
	●	If the Company’s series limited liability company structure is not respected, then investors may have to share any liabilities of the Company or a Series with all investors and not just those who hold the same Series Interests as them.
	●	Each Series will rely on its Manager, Tirios Corporation, to manage its Underlying Asset.

	●	If we fail to manage our growth, we may not have access to sufficient personnel and other resources to operate our business and our results, financial condition and ability to make distributions to investors may suffer.
	●	If the Company fails to attract and retain its key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.
	●	There is competition for time among the various entities and Series sharing the same management team.
	●	The Company has limited operating history for investors to evaluate.
	●	Possible changes in federal tax laws make it impossible to give certainty to the tax treatment of Series Interests.
	●	Persons who provide services to the Company may also provide services to our Manager or affiliates thereof. Such service providers may be required to terminate representation of the Company if conflicts of interests arise that cannot be resolved or waived.
	●	There is no public trading market for our Series Interests. There are also transfer restrictions contained in our operating agreement, as amended from time to time (“Operating Agreement”). It will thus be difficult for an investor to sell Series Interests purchased from the Company.

●

The termination of our Manager is generally limited to cause, which may make it difficult or costly to end our (or a Series’) relationship with our Manager.

●

Potential conflicts of interest may arise among our Manager and its affiliates, on the one hand, and the Company, a Series and/or our investors, on the other hand.

●

We may not be able to control a Series’ operating costs or revenues, causing the Series’ results of operations to be adversely affected.

●

Our investors do not elect or vote on our Manager and have limited ability to influence decisions regarding the businesses of the Series.

●

The Series Interest holders will have limited voting rights.

●

Any Series may be unable to generate sufficient cash flows from its operations and capital transactions to make distributions to holders of interests at any time in the future.

●

Failure of each Series to be classified as a separate entity for U.S. federal income tax purposes could adversely affect the timing, amount and character of distributions to a holder of interests.

●

The failure of a Series to qualify as a REIT would subject it to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to holders of our Series Interests.

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	●	You may have to hold your investment for an indefinite period.
	●	The Company may not raise sufficient funds to achieve its business objectives.
	●	The Company’s management has full discretion as to the use of proceeds from the offering.
	●	The purchase prices for the Series Interests have been arbitrarily determined.
	●	The Underlying Assets will be subject to the risks typically associated with real estate.
	●	We face possible risks associated with natural disasters and the physical effects of climate change, which may include more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts and wildfires, any of which could have a material adverse effect on our business, results of operations, and financial condition.
	●	The underlying value and performance of any asset will fluctuate with general and local economic conditions.
	●	The markets in which the Company participates are competitive and, if it does not compete effectively, its operating results could be harmed.
	●	Lawsuits may arise involving the Company or a Series resulting in lower cash distributions to investors.
	●	Costs imposed pursuant to governmental laws and regulations may reduce a Series’ net income and the cash available for distributions to its investors.
	●	Uninsured losses or excessively expensive premiums for insurance coverage could reduce a Series’ cash flows and the return on investment.
	●	The Company’s Operating Agreement and Subscription Agreement each include a forum selection provision, which could result in less favorable outcomes to the plaintiff(s) in any action against the Company.
	●	Investors in this offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement or Operating Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under these Agreements.
	●	Persons who provide services to the Company or a Series may also provide services to our Manager or affiliates thereof. Such service providers may be required to terminate representation of the Company if conflicts of interests arise that cannot be resolved or waived.
	●	Actual or anticipated epidemics, pandemics, outbreaks, or other public health crises may adversely affect the Company’s business.
	●	Since VStock Transfer, LLC’s (the“Transfer Agent”) records take precedence over Tokens with respect to Series Interest ownership, we are reliant on our Transfer Agent to have adequate policies, procedures, and controls, security protocols, and account reconciliation processes. A failure by our Transfer Agent to accurately record ownership of Series Interests could adversely affect investors.

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We have not established a redemption program for Series Interests but our Manager has the authority to establish such a program in the future.

The Current Offering

Securities Being Offered:		We are offering the minimum and maximum number of Series Interests of each Series at a price per Series Interest set forth in the “Series Offering Table” section above.
		The Series Interests will be limited to voting on only certain matters set forth in the Operating Agreement for Tirios Propco Series LLC dated April 13, 2023, as amended from time to time (the “Operating Agreement”) including the Series Designations applicable to the Series.
Minimum and Maximum Subscription:		Series Interests will be sold for $100.00 each. The minimum subscription by an investor is $100.00 per Series. The maximum subscription by any investor for Series Interests is 19.9% of non-REIT Series and 9.8% of the total Series Interests of a particular Series for REIT Series, although such minimum and maximum thresholds may be waived or modified by our Manager in its sole discretion. See “Plan of Distribution” for additional information.
Use of Proceeds:		Net proceeds from the sale of Series Interests will be used generally to purchase and improve the relevant Underlying Assets set forth in the “Series Offering Table” above, pay fees due our Manager, cover allocated offering and operating expenses and create a maintenance reserve for the applicable Underlying Assets, and repay advances from our Manager which is used to finance all or part of the purchase prices of the Underlying Assets or operation of the Series. See “Use of Proceeds” for further details.
Secondary Market:		The Series Interests will generally not be transferable except through the Secondary Trading Platform. We expect that after a Series’ Offering has concluded, the Secondary Trading Platform will be a venue available for the resale of such Series Interests through the Broker Dealer, as a broker dealer member of the Secondary Trading Platform; provided, however, any such resale of a Series Interest will be subject to federal and state securities laws and there can be no assurance that an active market for any Shares will develop on the Secondary Trading Platform, that the Secondary Trading Platform will be available to allow resale of Series Interests to residents of all states, or that the Secondary Trading Platform will be available at all. For these reasons, investors must be prepared to hold their Shares indefinitely.   See “Plan of Distribution – Transferability of the Series Interests.”

ABOUT THIS CIRCULAR

We have prepared this Offering Circular to be filed with the SEC for our offering of securities. The Offering Circular includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular.

You should rely only on the information contained in this Offering Circular and its exhibits. We have not authorized any person to provide you with any information different from that contained in this Offering Circular. The information contained in this Offering Circular is complete and accurate only as of the date of this Offering Circular, regardless of the time of delivery of this Offering Circular or sale of Series Interests. This Offering Circular contains summaries of certain other documents, but reference is hereby made to the full text of the actual documents for complete information concerning the rights and obligations of the parties thereto. All documents relating to this offering and related documents and agreements, if readily available to us, will be made available to a prospective investor or its representatives upon request.

INDUSTRY AND MARKET DATA

The industry and market data used throughout this Offering Circular have been obtained from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. We believe that each of these studies and publications is reliable. We have not engaged any person or entity to provide us with industry or market data.

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TAX CONSIDERATIONS

No information contained herein, nor in any prior, contemporaneous or subsequent communication should be construed by a prospective investor as legal or tax advice. We are not providing any tax advice as to the acquisition, holding or disposition of the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S. Federal, state and any applicable foreign tax consequences relating to their investment in our securities. This written communication is not intended to be “written advice,” as defined in Circular 230 published by the U.S. Treasury Department

RISK FACTORS

The Series Interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that our investment objectives will be achieved or that a secondary market will ever develop for the interests. The risks described in this section should not be considered an exhaustive list of the risks that prospective investors should consider before investing in the Series Interests. Prospective investors should obtain their own legal and tax advice prior to making an investment in the interests and should be aware that an investment in the interests may be exposed to other risks of an exceptional nature from time to time. Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest. The following considerations are among those that should be carefully evaluated before making an investment in Series Interests.

Risks Relating to the Structure, Operation and Performance of the Company

An investment in an offering constitutes only an investment in that Series and not in the Company or any other Series or Underlying Asset. A purchase of Series Interests in a Series does not constitute an investment in either the Company or an Underlying Asset directly, or in any other Series Interest. This results in limited voting rights of the investor, which are solely related to a particular Series, and are further limited by the Operating Agreement, of the Company, described further herein. Thus, our Manager retains significant control over the management of the Company, each Series, and the Underlying Assets.

Furthermore, because the Series Interests in a Series do not constitute an investment in the Company as a whole, holders of the Series Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series. In addition, the economic interest of a holder in a Series will not be identical to owning a direct undivided interest in an Underlying Asset because, among other things, the Managing Member will make most decisions relating to the Underlying Asset and the LLC Manager will receive fees based on asset value of all assets held..

Liability of investors between Series may not be honored. The Company is structured as a Delaware series limited liability company that issues a separate Series Interests for specific Underlying Assets. Each Series will merely be a separate Series and not a separate legal entity. Under the Delaware Limited Liability Company Act (the “LLC Act”), if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability of investors holding Series Interests in one Series is segregated from the liability of investors holding Series Interests in another Series and the assets of one Series are not available to satisfy the liabilities of other Series.

Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. State or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation.

If the Company’s series limited liability company structure is not respected, then investors may have to share any liabilities of the Company with all investors and not just those who hold the same Series Interests as them and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a Series to the liabilities of another Series. The consequence of this is that investors may have to bear higher than anticipated expenses which would adversely affect the value of their Series Interests or the likelihood of any distributions being made by a particular Series to its investors. Further, if the series structure is not respected, it could affect taxation of the Company or any Series, including the ability of a Series to be taxed as a REIT if it has made that election.

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In addition, the Company is not aware of any court case that has tested the limitations on inter-series liability provided by Section 18- 215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one Series should be applied to meet the liabilities of the other Series or the liabilities of the Company generally where the assets of such other Series or of the Company generally are insufficient to meet its liabilities.

If any fees, costs and expenses of the Company are not allocable to a specific Series, they will be borne proportionately across all of the Series (which may include future Series to be issued). Although our Manager will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “Description of the Business – Allocations of Expenses” section), there may be situations where it is difficult to allocate fees, costs and expenses to a specific Series and therefore, there is a risk that a Series may bear a proportion of the fees, costs and expenses for a service or product for which another Series received a disproportionately high benefit.

Each of the Company’s Series will hold an interest in a single Underlying Asset, a non-diversified investment. We intend for each of our Series to own and operate a single Underlying Asset and as a result of this non-diversified investment strategy. Each Series’ return on its investment will depend on the revenues generated by such Underlying Asset and the appreciation of the value of the asset over time. These, in turn, are determined by such factors as national and local economic cycles and conditions, financial markets and the economy, competition and government regulation (such as tax and building code charges). The value of an Underlying Asset may decline substantially after a Series purchases it.

Each Series will rely on our Manager to manage each Underlying Asset. Following the acquisition of any Underlying Asset, the Underlying Asset will be managed by Tirios Corporation. In addition, in exchange for its asset management, Tirios Corporation will be entitled to fees from each Series. Any compensation arrangements will be determined by Tirios Corporation sitting on both sides of the table and will not be an arm’s length transaction.

If we fail to manage our growth, we may not have access to sufficient personnel and other resources to operate our business and our results, financial condition and ability to make distributions to investors may suffer. We intend to establish additional Series and acquire additional assets in the future. As we do so, we will be increasingly reliant on the resources of our Manager to manage our Underlying Assets and the Company. If its resources are not adequate to manage our Underlying Assets effectively, our results, financial condition and ability to make distributions to investors may suffer.

If our Manager fails to attract and retain its key personnel, the Company may not be able to achieve its anticipated level of growth and its business could suffer. The Company’s future depends, in part, on our Manager’s ability to attract and retain key personnel. Our future also depends on the continued contributions of the executive officers and other key personnel of our Manager, each of whom could be difficult to replace.

In particular, Sachin Latawa, the Chief Executive Officer of Tirios Corporation, is critical to the management of the Company’s business and operations and the development of its strategic direction. The loss of the services of Mr. Latawa or other executive officers or key personnel of Tirios Corporation, and the process to replace any of those key personnel would involve significant time and expense and may significantly delay or prevent the achievement of the Company’s business objectives.

There is competition for time among the various entities sharing the same management team. Currently, Tirios Corporation is our Manager the Company and each Series, and is the property manager for each Series. The Company expects to create more Series in the future as additional attractive properties are identified. It is foreseeable that at certain times the various Series will be competing for time from the management team.

The Company has limited operating history for investors to evaluate. The Company and each Series were recently formed and have not generated any revenues and have no operating history upon which prospective investors may evaluate their performance. No guarantee can be given that the Company or any Series will achieve their investment objectives, the value of any Underlying Assets will increase or that any Underlying Assets will be successfully monetized.

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Possible changes in federal tax laws make it impossible to give certainty to the tax treatment of any Series Interests. The Code is subject to change by Congress, and interpretations of the Code may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in that law affecting an investment in any Series of the Company would be limited to prospective effect.

The Company’s consolidated financial statements include a going concern opinion. Our financial statements have been prepared assuming the Company will continue as a going concern. We are newly formed and have not generated revenue from operations. We will require additional capital until revenue from operations are sufficient to cover operational costs. There are no assurances that we will be able to raise capital on acceptable terms. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development and operations, which could harm our business, financial condition and operating results. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern.

If the Company does not successfully dispose of Underlying Assets, you may have to hold your investment for an indefinite period. The determination of whether to dispose of the Underlying Assets associated with any Series is entirely at the discretion of our Manager. Even if our Manager decides to dispose of such Underlying Assets, the Company cannot guarantee that it will be able to dispose of them at a favorable price to investors.

Competition with other parties for investments may reduce the Company’s profitability. The Company will compete with other entities engaged in real estate, financial and business investment, including financial institutions, many of which have greater resources than the Company does. Larger entities may enjoy significant competitive advantages that result from, among other things, a lower cost of capital. Such competition could make it more difficult for the Company to obtain future funding, which could affect the Company’s growth.

Potential breach of the security measures of our investment platform could have a material adverse effect on the Company. The highly automated nature of the investment platform through which potential investors acquire interests may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. While we intend to take commercially reasonable measures to protect our confidential information and maintain appropriate cybersecurity, the security measures of the investment platform, the Company, our Manager or our service providers could be breached. Any accidental or willful security breaches or other unauthorized access could cause confidential information to be stolen and used for criminal purposes or have other harmful effects. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity.

Non-compliance with certain securities regulations may result in the liquidation and winding up of the Company. We are not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended (“Investment Company Act”), and neither our Manager nor its managers is or will be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”), and thus the Series Interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. We and our Manager have taken the position that the underlying assets are not “securities” within the meaning of the of the Investment Company Act or the Investment Advisers Act, and thus our assets will comprise of less than 40% investment securities under the Investment Company Act and our Manager will not be advising with respect to securities under the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation. If we were to be required to register under the Investment Company Act or our Manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of the Company and our Manager may be forced to liquidate and wind up the Company or rescind the offering of Series Interests.

There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions. As a Tier 2 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. We do not know whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations.

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Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment. Investors in this offering may have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the interests you buy. The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

Our Operating Agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our Manager. Our Operating Agreement provides that our Manager, in exercising its rights in its capacity as Manager, will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors and will not be subject to any different standards imposed by our Operating Agreement, the Delaware Limited Liability Company Act, or under any other law, rule, or regulation, or in equity. The Operating Agreement allows our Manager and its affiliates to have other business interests, including those that compete with the Company.

The laws of the State of Delaware permit a Company to eliminate or alter the fiduciary duties of its Manager or other persons and replace them with the standards set forth in our Operating Agreement. Provisions eliminating or altering the fiduciary duties of a Company’s Manager, officers, or its affiliates (“fiduciary covered persons”) are inconsistent with federal securities laws and the SEC’s views on such fiduciary covered persons’ fiduciary duties. Nothing in the Operating Agreement modifying, restricting, or eliminating the duties or liabilities of our Manager, officers, or its affiliates shall apply to, or in any way limit, the duties (including state law fiduciary duties of loyalty and care) or liabilities of such fiduciary covered persons with respect to matters arising under the federal securities laws.

We do not have a conflicts of interest policy. Our Company, our Manager and their affiliates will try to balance our Series Interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than the Company, these actions could have a negative impact on our financial performance and, consequently, on distributions to investors and the value of interests. We have not adopted, and do not intend to adopt in the future, either a conflicts of interest policy or a conflicts resolution policy.

Conflicts may exist among our Manager and its employees or affiliates. Our Manager will engage with, on behalf of the Company, a number of brokers, asset sellers, insurance companies, and maintenance providers and other service providers and thus may receive in-kind discounts. In such circumstances, it is likely that these in-kind discounts may be retained for the benefit of our Manager and not the Company. Our Manager may be incentivized to choose a service provider or seller based on the benefits they are to receive.

There may be conflicting interests of investors. Our Manager will determine whether or not to acquire or liquidate our Underlying Assets. When determining to acquire or liquidate an Underlying Asset, our Manager will do so considering all of the circumstances at the time, which may include obtaining or paying a price for an Underlying Asset that is in the best interests of some but not all of the investors.

Conflicts may exist between service providers, the Company, each Series, our Manager and their affiliates. Our service providers may provide services to our Manager, each Series and the Company. Because such providers may represent both the Company and such other parties, certain conflicts of interest exist and may arise. To the extent that an irreconcilable conflict develops between us and any of the other parties, providers may represent such other parties and not the Company. Providers may, in the future, render services to us or other related parties with respect to activities relating to the Company as well as other unrelated activities. Legal counsel is not representing any prospective investors in connection with this offering. Prospective investors are advised to consult their own independent counsel with respect to the other legal and tax implications of an investment in our Series Interests.

The terms of our Operating Agreement make it difficult to end our relationship with our Manager. Under the terms of our Operating Agreement, holders of Series Interests in each Series of the Company have the right to remove our Manager as manager of the Company, by a vote of two-thirds of the holders of all interests in each Series of the Company (excluding our manager) voting together, in the event our Manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series of Series Interests or the Company. Unsatisfactory financial performance does not constitute grounds to terminate and remove our Manager under the Operating Agreement. These provisions make it difficult to end the Company’s relationship with our Manager, even if we believe our Manager’s performance is not satisfactory.

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We and Tirios Corporation determined the amount of fees paid to Tirios Corporation and its affiliates internally without any independent assessment of comparable market fees. While we and Tirios Corporation generally seek to set these fees to be comparable to prevailing market rates in the relevant geographic area, we have determined the fee rates without any independent assessment of comparable market fees. As a result, these fees may be higher than those available from unaffiliated third parties.

The Series’ results of operations may be negatively impacted by the coronavirus outbreak. In December 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has spread to many countries, including the United States, and was declared to be a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and the U.S., Europe, and Asia have implemented severe travel restrictions and social distancing. The full impacts of the outbreak are unknown and rapidly evolving. Reduced demand for travel, whether as a result of regulatory restrictions or the fear of risks that travel may cause, may adversely impact the company’s and the Series’ revenue and financial condition. A widespread health crisis has adversely affected and could continue to affect the global economy, resulting in an economic downturn that could also negatively impact the company’s and each Series’ revenue and financial condition, as well as the value of the Series Interests and investor demand for the Series Interests generally.

The continued spread of COVID-19 has also led to severe disruption and volatility in the global capital markets, which could increase the company’s cost of capital and adversely affect its ability to access the capital markets in the future. The continued spread of COVID-19 could cause a further economic slowdown or recession or cause other unpredictable events, each of which could adversely affect our business, results of operations, or financial condition.

The extent to which COVID-19 affects the company’s financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 outbreak and the actions to contain the outbreak or treat its impact, among others. Moreover, the COVID-19 outbreak has had and may continue to have indeterminable adverse effects on travel, general commercial activity and the world economy, and the company’s business and results of operations could be adversely affected to the extent that COVID-19 or any other pandemic harms the global economy generally.

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect the Series’ business. The Series’ business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus, or COVID-19. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could adversely affect the company’s and the Series’ business and financial condition. “Shelter-in-place” or other such orders by governmental entities would further negatively impact the company’s and each Series’ business and could also disrupt the company’s operations if employees, who cannot perform their responsibilities from home, are not able to report to work.

The Company was recently incorporated and has limited assets and operating history.  Accordingly, there is limited performance history upon which to decide whether or not to invest in our common stock. We have limited performance history to which a potential investor may refer to in determining whether to invest in our Series Interests. Our limited operating history significantly increases the risk and uncertainty you face in making an investment in our Series Interests. 

Undercapitalization is the greatest risk facing any relatively newly formed business. If we are unable to continue to raise sufficient capital through this offering, there is a strong likelihood our business will fail and you may lose your entire investment.

We do not have guaranteed cash flow.  There can be no assurance that cash flow or profits will be generated by our Underlying Assets. If the Underlying Assets do not generate the anticipated amount of cash flow, we may not be able to pay the anticipated distributions to the investors.

The availability and timing of cash distributions is uncertain. There are many factors that can affect the availability and timing of cash distributions to Members. The amount of cash available for distribution will be affected by many factors, including without limitation, the amount of income we will earn from investments in Underlying Assets, the amount of operating expenses and many other variables. Actual cash available for distribution may vary substantially from our expectations.

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The inability of our Manager to retain or obtain key personnel could delay or hinder implementation of our investment strategies, which could impair our ability to make distributions and could reduce the value of your investment. Competition for highly skilled personnel is intense, and our Manager may be unsuccessful in attracting and retaining such skilled personnel. If our Manager loses or is unable to obtain the services of highly skilled personnel, our ability to implement our investment strategies could be delayed or hindered, and the value of your investment may decline or your investment may be lost entirely.

Because we are dependent upon our Manager and its affiliates to conduct our operations, any adverse changes in the financial health of our Manager or its affiliates or our relationship with them could hinder our operating performance and the return on your investment. We are dependent on our Manager and its affiliates to manage our operations and acquire and manage our portfolio of real estate assets. Our Manager makes all decisions with respect to the management of the Company and Series. Our Manager depends upon the fees and other compensation that it receives from us in connection with managing the Company to conduct its operations. Any adverse changes in the financial condition of our Manager or its affiliates, or our relationship with our Manager, could hinder its ability to successfully manage our operations and our Series, which would adversely affect us and our investors.

We might use high leverage, which increases our risk of loss due to potential foreclosure. 

We have no limit on the financial leverage any Series may incur. Our Manager has broad authority to incur debt, and high debt levels could hinder a Series’ ability to make distributions and could decrease the value of properties. Notwithstanding the foregoing, we expect to use between 60% to 75% financing leverage at the acquisition date of a property based on the acquisition price, although such loan to value ratio may be higher or lower as determined in our Manager’s sole discretion. As with any liability, there is a risk that a Series may be unable to repay its obligations from the cash flow of its assets, which could lead to potential foreclosure of its property if it cannot meet periodic payments or repay the debt when due.

Risk related to rising interest rates and availability of financing options . Our use of leverage to acquire properties exposes us to the risk of increased interest rates, which have risen in recent years. Despite the recent moderation in interest rates and a pause in the more aggressive interest rate hikes, inflation remains in the economy. Market conditions have stabilized, at least for now, but the Fed could resume interest rate hikes in the upcoming meetings to reach their target objective of a 2% inflation rate. Higher interest rates increase our debt servicing costs on any new loans, limit the amount of cash we have available to distribute, could result in a decline in the value of the properties, increase our refinancing risk for current properties, and restrict access to financing options for new acquisitions.

Risks Related to this Offering and Ownership of our Series Interests

The Company may not raise sufficient funds to achieve its business objectives. There is no minimum amount required to be raised before the Company can accept your subscription for the Series Interests, and it can access the funds immediately. The Company may not raise an amount sufficient for it to meet all of its objectives, including acquiring the Underlying Assets. Once the Company accepts your investment funds, there will be no obligation to return your funds. Even if other Series Interests are sold, there may be insufficient funds raised through this offering to cover the expenses associated with the offering or complete the purchase of the Underlying Assets and the development and implementation of the Company’s operations. The lack of sufficient funds to pay expenses and for working capital will negatively impact the Company’s ability to implement and complete its planned use of proceeds.

The Company’s management has full discretion as to the use of proceeds from the offering. The Company presently anticipates that the net proceeds from the offering will be used as set out in “Use of Proceeds.” Proceeds from the sale of a Series’ Series Interests will generally be used to acquire and improve the Underlying Asset for that Series and for working capital for that Series; however, the Manager for each Series has the authority to use the funds from the offering of that Series’ Series Interests for other purposes of the applicable Series not presently contemplated herein but which are related directly to the Underlying Asset or operation of that Series’. As a result of the foregoing, purchasers of the Series Interests hereby will be entrusting their funds to the management of the Series in which they invest, upon whose judgment and discretion the investors must depend, with only limited information concerning management’s specific intentions.

The trading price of Series Interests that trade on the Secondary Trading Platform may be extremely volatile. Securities that trade on the Secondary Trading Platform, as with other public markets, likely will experience significant price and volume fluctuations. These fluctuations can be more pronounced for securities that have a small public float, such as the Series Interests. Series Interest prices could fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including the total number of available buyers or sellers at any point in time, general market conditions, geopolitical, and other external factors. As a result, the market prices of the Series Interests that are listed may be volatile, and holders of such Series Interests may experience a decrease in the value of their holdings. No assurance can be given that the market price of the Series Interests will not fluctuate or decline significantly in the future or that you will be able to sell your Series Interests when desired on favorable terms or at all.

Because of the illiquid nature of Series Interests, you should purchase the Series Interests only as a long-term investment and be prepared to hold them for an indefinite period of time.

The purchase prices for the Series Interests have been arbitrarily determined. The purchase price for the Series Interests has been arbitrarily determined by the Company and bears no relationship to the Company’s assets, book value, earnings or other generally accepted criteria of value. In determining pricing, the Company considered factors such as the purchase and holding costs of the Underlying Assets, the Company’s limited financial resources, the nature of its assets, estimates of its business potential, the degree of equity or control desired to be retained by Manager and general economic conditions.

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There are restrictions on an investor’s ability to sell its interests making it difficult to transfer, sell or otherwise dispose of our Series Interests. Each state has its own securities laws, often called “blue sky” laws, which limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Our Series Interests will not be registered under the laws of any states. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our Series Interests. Investors should consider the resale market for our Series Interests to be limited. Investors may be unable to resell their Series Interests, or they may be unable to resell them without the significant expense of state registration or qualification.

In addition, there are significant transfer restrictions contained in our Operating Agreement that prohibit transfers under certain circumstances.

Investors will be subject to the terms of the Subscription Agreement. As part of this investment, each investor will be required to agree to the terms of the Subscription Agreement included as Exhibit 4.1 to the Offering Statement of which this Offering Circular is part. The Subscription Agreement requires investors to indemnify the Company for any claim of brokerage commissions, finders’ fees, or similar compensation and for misrepresentations. Legal conflicts relating to the Subscription Agreement will likely be heard in Delaware courts and will be governed by  Delaware law.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement or Operating Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under these Agreements. Investors in this offering will be bound by the Subscription Agreement and the Operating Agreement, both of which include a provision under which investors waive the right to a jury trial of any claim, other than claims arising under federal securities laws, that they may have against the Company arising out of or relating to these agreements. By signing these agreements, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If you bring a claim against the Company in connection with matters arising under the Subscription Agreement or Operating Agreement, other than claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company under one of those agreements, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

In addition, when the Series Interests are transferred, the transferee is required to agree to all the same conditions, obligations, and restrictions applicable to the Series Interests or to the transferor with regard to ownership of the Series Interests, that were in effect immediately prior to the transfer of the Series Interests, including the Subscription Agreement and the Operating Agreement.

The Company’s Operating Agreement and Subscription Agreement each include a forum selection provision, which could result in less favorable outcomes to the plaintiff(s) in any action against the Company. The Operating Agreement of Tirios Propco Series LLC includes a forum selection provision that requires any suit, action, or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with the Operating Agreement, or the transactions contemplated thereby, other than matters arising under the federal securities laws, be brought in state or federal court of competent jurisdiction located within the State of Delaware. Our Subscription Agreement for each manner of investing and class of security includes a forum selection provision that requires any suit, action, or proceeding arising from the Subscription Agreement, other than matters arising under the federal securities laws, be brought in a state of federal court of competent jurisdiction located within the State of Delaware. These forum selection provisions may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims.

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We are offering our Series Interests pursuant to Tier 2 of Regulation A and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make our Series Interests less attractive to investors as compared to a traditional initial public offering. As a Tier 2 issuer, we are subject to scaled disclosure and reporting requirements as compared to companies whose securities are registered under the Securities Act or Exchange Act of 1934, as amended, which may make an investment in our Series Interests less attractive to investors who are accustomed to enhanced disclosure and more frequent financial reporting. The differences between disclosures for Tier 2 issuers versus those for emerging growth companies include, without limitation, only needing to file final semiannual reports as opposed to quarterly reports and far fewer circumstances where a current disclosure would be required. If our scaled disclosure and reporting requirements reduces the attractiveness of the interests, we may be unable to raise the funds necessary to fund future offerings, which could impair our ability to offer a diversified portfolio of investments and create economies of scale, which may adversely affect the value of the interests or the ability to make distributions to investors.

We are subject to ongoing public reporting requirements that are less rigorous than rules for more mature public companies, and our investors receive less information. We are required to report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for public companies reporting under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of our fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of our fiscal year.

We also may elect to become a public reporting company under the Exchange Act. If we elect or are required to do so, we will be required to publicly report on an ongoing basis as an emerging growth company, as defined in the JOBS Act, under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including, but not limited to:

●	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

●	being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

●	being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We would expect to elect to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We would expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Series Interests that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and investors could receive less information than they might expect to receive from more mature public companies.

We are relying on the exemption for insignificant participation by benefit plan investors under ERISA. The Plan Assets Regulation of the Employee Retirement Income Security Act of 1974 (“ERISA”) provides that the assets of an entity will not be deemed to be the assets of a benefits plan if equity participation in the entity by benefit plan investors, including benefit plans, is not significant.  The Plan Assets Regulation provides that equity participation in the entity by benefit plan investors is “significant” if, at any time, 25% or more of the value of any class of equity interest is held by benefit plan investors.  Because we are relying on this exemption, we will not accept investments from benefit plan investments of  25% or more of the value of any class of equity interest.  If repurchases of Series Interests reach  25%, we may repurchase shares of benefit plan investors without their consent until we are under such 25% limit. See the section of this offering circular captioned “ERISA Considerations” for additional information regarding the Plan Assets Regulation.

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Shares are being offered under an offering exemption, and if it were later determined that such exemption was not available, purchasers would be entitled to rescind their purchase agreements. Series Interests are being offered to prospective investors pursuant to Tier 2 of Regulation A under the Securities Act. Unless the sale of Series Interests should qualify for such exemption the investors might have the right to rescind their purchase of Series Interests. Since compliance with these exemptions is highly technical, it is possible that if an investor were to seek rescission, such investor would succeed. A similar situation prevails under state law in those states where Series Interests may be offered without registration. If a number of investors were to be successful in seeking rescission, the Company would face severe financial demands that could adversely affect the Company and, thus, the non-rescinding investors.

Risks Related to Tokenization and Blockchain

The concept of tokenizing fractionalized shares of real estate properties is an emerging and highly competitive field.  The equity crowdfunding and tokenization markets are emerging industries where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical, and human resources and may have superior expertise in research and development and marketing of their real estate properties. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. If the Company is unable to achieve initial market acceptance and raise sufficient capital, it may not be able to purchase the planned (or any) Properties, which would negatively impact investor returns.

Blockchain technology is a relatively new and untested technology. The risks associated with blockchain technology may not emerge until the technology is widely used. A blockchain is an open, distributed ledger that records transactions between two parties in a verifiable and permanent way using cryptography. Transactions on the blockchain are permanently recorded on the blockchain in collections of transactions called “blocks.” Blockchain networks are based upon software source code that establishes and governs their respective cryptographic systems for verifying transactions.

Blockchain is a nascent and rapidly changing technology that is novel and untested and may contain inherent flaws or limitations. Blockchain systems could be vulnerable to fraud, theft, destruction or inaccessibility and there can be no assurances that the blockchain and the creation, transfer, or storage of the Tokens will be uninterrupted or fully secure.

The primary source of Series Interests holdings will be maintained by the Transfer Agent in book form. Since Tokens constitute a digital courtesy copy of the Series Interests, and in the event of a conflict between the record held by the Transfer Agent and blockchain record, the Transfer Agent’s record will be determinative, there would not be any direct impact for the Company as a result of any blockchain related cyberattacks, fraud, breach, theft, destruction, inaccessibility or accidental transactions. However, such events could impact the participation of potential investors and negatively impact the potential liquidity and value of the Series Interests.

Technological developments may lead to technical or other flaws (including undiscovered flaws) in the underlying blockchain technology, including in the process by which transactions are recorded to a blockchain or the development of new or existing hardware or software tools or mechanisms, which could negatively impact the functionality of the blockchain systems, all of which could impact the participation of potential investors and negatively impacting potential liquidity and value of the Series Interests.

Tokens are a digital courtesy copy of the Series Interests and are not sold independently of Series Interests. There are no practical or direct considerations for investors due to the use of blockchain or distributed ledger technology used in the manner used by the Company to create digital courtesy copy of all records compared to an offering where blockchain technology is not used. However, Investors may hesitate to invest in Series’ Interests linked to blockchain technology, which could impact the participation of potential investors and negatively impact the potential liquidity and value of the Series Interests.

The Series Interests will not be offered or sold in states where laws and regulations prohibit the use or issuance of Tokens. However, since the Tokens represent the digital courtesy copy of the Series Interests, we don’t expect any legal considerations as compared to the offering without any blockchain technology used. Series Interests will not be offered until all required notices and fees have been filed and paid in a particular state. 

Risks related to loss of keys by Subscriber. A Subscriber may lose access to the public key for their blockchain wallet, which is required to access the financial performance and other account information stored on the blockchain. There would not be any direct impact as a result of such loss of keys since any information stored on blockchain represents a digital courtesy copy and will continue to be available to the Subscriber in the book form. However, such a loss could negatively impact the behavior and participation of potential investors and negatively impact the potential liquidity and value of the Series Interests. The blockchain wallet and public key for the wallet can be accessed by the Subscriber through the Platform. If the Subscriber forgets the password for the investment platform, they can reset their password using the form available during the login process using their email. If the Subscriber loses access to their email account, which was used during the account creation process, they are instructed to contact our team at members@tirios.ai and validate their identity to reset the investment platform access for them. Once they gain access to the investment platform again, they can access their public key.

Support for the Hyperledger Fabric Blockchain could experience performance issues or could be discontinued. Hyperledger Fabric is an open source, permissioned blockchain framework, started in 2015 by The Linux Foundation. It is a modular, general-purpose framework that offers unique access control features, which make it suitable for a variety of industry applications such as track-and-trace of supply chains, trade finance, loyalty and rewards, as well as clearing and settlement of financial assets. Hyperledger Fabric Blockchain is a scalable solution to be able to process millions of transactions with our current infrastructure. There are studies available in the public domain where 20,000 transactions/second were processed on Hyperledger Fabric Blockchain in a controlled environment. In case required, the architecture can further be improved by batching transactions before being sent to the Blockchain by making use of a queuing solution.

One of the benefits of setting up the permissioned blockchain ledger is that in case the Hyperledger Fabric platform is no longer supported by the open source community and The Linux Foundation, we will be able to continue running the Blockchain network on our infrastructure. Alternatively, we may decide to migrate to another Blockchain solution like Polygon, Ethereum, etc. and discontinue using Hyperledger Fabric Blockchain. In the event of such migration, we intend to replace the Token for all previously issued Series Interests and the Token smart contract for impacted Series Interests with a new token using a new smart contract on another Blockchain in that situation. Since Tokens constitute a digital courtesy copy of the Series Interests, which are governed by the Operating Agreement and Subscription Agreement, there would not be any direct impact as a result of such migration. However, such a change could impact the participation of potential investors and negatively impact potential liquidity and value of the Series Interests.

Tokens can be modified if smart contract turns out to be defective. If we discover errors or unexpected functionalities in the Token smart contract, we may make a determination that the Token smart contract is defective and that its use should be discontinued. We intend to replace the Token for impacted Series Interests and the Token smart contract for impacted Series Interests with a new token using a new smart contract in that situation.

Since Tokens constitute a digital courtesy copy of the Series Interests, which are governed by the Operating Agreement and Subscription Agreement, there would not be any direct impact as a result of such actions. However, such a change could impact the participation of potential investors and negatively impact potential liquidity and value of the Series Interests.

The regulatory regime governing blockchain technologies, tokens, and token offerings, is uncertain, and new regulations or policies may adversely affect the Company’s business plan. Regulation of tokens and token offerings, blockchain technologies, and token exchanges is being developed and likely to rapidly evolve. Regulations on token offerings vary significantly by type of token and among international, federal, state, and local jurisdictions and are subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development, growth, adoption, and utility of such tokens. Failure by the Company or certain users to comply with any laws, rules, and regulations, some of which may not exist yet or are subject to interpretation, could result in a variety of adverse consequences, including civil penalties and fines. This could adversely affect the Company’s business plan, which involves raising capital via tokenizing the underlying properties and offering to investors.

As blockchain networks and blockchain assets have grown in popularity and in market size, federal and state agencies have begun to take interest in, and in some cases regulate, their use and operations. In the case of virtual currencies, state regulators like the New York Department of Financial Services have created new regulatory frameworks and special licenses for virtual currency business activities in the State of New York. Others, as in Texas, have published guidance on how their existing regulatory regimes apply to virtual currencies. Some states, like New Hampshire, North Carolina, and Washington, have amended their state’s statutes to include virtual currencies into existing licensing regimes. Treatment of virtual currencies continues to evolve under federal law as well. The Department of the Treasury, the Securities Exchange Commission (the “SEC”), and the Commodity Futures Trading Commission (the “CFTC”), for example, have published guidance on the treatment of virtual currencies. The IRS released guidance treating virtual currency as property that is not currency for U.S. federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of nine (9) existing laws. The regulation of non-currency use of Blockchain assets is also uncertain. The CFTC has publicly taken the position that certain Blockchain assets are commodities, and the SEC has issued a public report stating federal securities laws require treating some Blockchain related assets as securities. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a Blockchain network or asset, tokens may be adversely affected.

Recent disruptions in the cryptocurrency markets could negatively impact our reputation, invite increased regulation, and make it more difficult to raise capital needed to purchase Series Assets. We do not transact in or store cryptocurrencies, and crypto market fluctuations do not deter our commitment, alter our strategic roadmap, or directly impact our operations or financial condition. Although the Company’s position is that Tokens are not cryptocurrency nor securities, recent disruptions in the cryptocurrency markets have resulted in increased interest in governmental regulation of all forms of digital representations of assets. Investors may erroneously use blockchain and cryptocurrencies interchangeably, which may result in hesitation to invest in Series’ Interests linked to blockchain. Increased regulation or decreased investment could hinder our ability to purchase Properties or generate returns, and could negatively impact the potential liquidity and value of the Series Interests.

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Risk Factors Related to Real Estate Generally

We may experience general risks of real estate investing. Factors which could affect the Company’s ownership of income-producing property might include, but are not limited to any or all of the following; changing environmental regulations, adverse use of adjacent or neighboring real estate, changes in the demand for or supply of competing property, local economic factors which could result in the reduction of the fair market value of a property, uninsured losses, significant unforeseen changes in general or local economic conditions, inability of the Company to obtain any required permits or entitlements for a reasonable cost or on reasonable conditions or within a reasonable time frame or at all, inability of the Company to obtain the services of appropriate consultants at the proposed cost, changes in legal requirements for any needed permits or entitlements, problems caused by the presence of environmental hazards on a property, changes in federal or state regulations applicable to real property, failure of a lender to approve a loan on terms and conditions acceptable to the Company, lack of adequate availability of liability insurance or all-risk or other types of required insurance at a commercially-reasonable price, shortages or reductions in available energy, acts of God or other calamities. Furthermore, there could be a loss of liquidity in the capital markets such that a refinance or sale of a property may be hindered.

Our Company’s investment in the properties will be additionally subject to the risks and other factors generally incident to the ownership of real property, including such things as the effects of inflation or deflation, inability to control future operating costs, inability to attract tenants, vandalism, rent strikes, collection difficulties, uncertainty of cash flow, the availability and costs of borrowed funds, the general level of real estate values, competition from other properties, residential patterns and uses, general economic conditions (national, regional, and local), the general suitability of a property to its market area, governmental rules and fiscal policies, acts of God, and other factors beyond the control of the Company.

We face possible risks associated with natural disasters and the physical effects of climate change, which may include more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts and wildfires, any of which could have a material adverse effect on our business, results of operations, and financial condition. To the extent climate change causes changes in weather patterns, our coastal destinations could experience increases in storm intensity and rising sea-levels causing damage to our properties and result in higher vacancy. Climate change may also affect our business by increasing the cost of, or making unavailable, property insurance on terms we find acceptable in areas most vulnerable to such events, increasing operating costs, including the cost of water or energy, and requiring us to expend funds to repair and protect our properties in connection with such events. Any of the foregoing could have a material adverse effect on our business, results of operations, and financial condition.

The underlying value and performance of any real estate asset will fluctuate with general and local economic conditions. The successful operation of any real estate asset is significantly related to general and local economic conditions. Periods of economic slowdown or recession, significantly rising interest rates, declining employment levels, declining real estate values, or the public perception that any of these events may occur, can result in reductions in the underlying value of any asset and result in poor economic performance. In such cases, investors may lose the full value of their investment, or may not experience any distributions from the real estate asset.

Rising expenses could reduce cash flow and funds available for future investments. Our properties will be subject to increases in real estate tax rates, utility costs, operating expenses, insurance costs, repairs and maintenance, administrative and other expenses. If we are unable to increase rents at an equal or higher rate or lease properties on a basis that covers all or some of the expenses, we would be required to pay those costs, which could adversely affect funds available for future cash distributions.

The market in which the Company participates is competitive and, if it does not compete effectively, its operating results could be harmed. The Company competes with many others engaged in real estate in general, including but not limited to individuals, corporations, bank and insurance company investment accounts, real estate investment trusts, and private real estate funds.. This market is competitive and rapidly changing. Significant increases in the number of listings for long-term residential rentals in the geographic areas where the Company’s properties are located, if not met by a similar increase in demand for long-term rentals, is likely to cause downward pressure on rental rates and, potentially, impact to value of the Underlying Asset. The Company expects competition to persist and intensify in the future, which could harm its ability to generate sufficient rental income from its properties or acquire additional properties on terms that investors find to be reasonable.

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A rental property could be difficult to sell, which could diminish the return on the Underlying Assets. A rental property may incur losses due to extended periods of vacancy and may suffer reduced revenues resulting in less cash available for distribution to its investors. In addition, the resale value of the Underlying Assets could be diminished if the market value of the Underlying Assets declines, due to a decrease in cash flow generated by property or decline in real estate market values. Such a reduction in the resale value of a property could also reduce the value of investors Series Interests.

The Company may decide to sell property which could conflict with an investor’s interests. Our Manager may determine when to sell any property at any time in accordance with the management rights afforded to our Manager. Investors will not have a say in this decision. The timing and decision to sell a property may conflict with investors personal interests, beliefs or theories regarding the real estate market. Further, it is possible the sale was not done at an optimal time. In any case, investors would not have any cause of action against the Company or Manager for such sales.

A decline in general economic conditions in the markets in which each property is located or in the United States generally could lead to lower rental rates in those markets. As a result of these trends, the Company may reduce revenue, potentially resulting in losses and lower resale value of properties, which may reduce investor return.

Lawsuits may arise between the Company and its tenants resulting in lower cash distributions to investors. Disputes between landlords and tenants are common. These disputes may escalate into legal action from time to time. In the event a lawsuit arises between the Company and a tenant it is likely that the Company will see an increase in costs. Accordingly, cash distributions to investors may be affected.

Costs imposed pursuant to governmental laws and regulations may reduce the Company’s net income and the cash available for distributions to its investors. Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. The Company could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns. Some of these laws and regulations may impose joint and several liability on the tenants, owners or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. Activities of the Company’s tenants, the condition of properties at the time the Company buys them, operations in the vicinity of its properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect its properties. The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder the Company’s ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages the Company must pay will reduce its ability to make distributions and may reduce the value of your investment.

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to the Company’s investors. Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us booking the property. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce or eliminate the amounts available for distribution to you.

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Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions. Each Underlying Asset may be subject to the Americans with Disabilities Act of 1990, as amended, or the ADA. Under the ADA, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The ADA’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any funds used for ADA compliance will reduce the Company’s net income and the amount of cash available for distributions to investors.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce the Company’s cash flows and the return on investment. There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums the Company pays for coverage against property and casualty claims. Additionally, to the extent the Company finances the acquisition of an Underlying Asset, mortgage lenders in some cases insist that property owners purchase coverage against flooding as a condition for providing mortgage loans. Such insurance policies may not be available at reasonable costs, which could inhibit the Company’s ability to finance or refinance its properties if so required. In such instances, the Company may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. The Company may not have adequate coverage for such losses. If any of the properties incur a casualty loss that is not fully insured, the value of the assets will be reduced by any such uninsured loss, which may reduce the value of investor interests. In addition, other than any working capital reserve or other reserves the Company may establish, the Company has no additional sources of funding to repair or reconstruct any uninsured property. Also, to the extent the Company must pay unexpectedly large amounts for insurance, it could suffer reduced earnings that would result in lower distributions to investors.

We may not have control over costs arising from rehabilitation of properties. We may elect to invest in properties which may require rehabilitation. Consequently, we may retain independent general contractors to perform the actual physical rehabilitation and/or construction work and will be subject to risks in connection with a contractor’s ability to control rehabilitation and/or construction costs, the timing of completion of rehabilitation and/or construction, and a contractor’s ability to build in conformity with plans and specification.

The consideration paid for our properties may exceed fair market value, which may harm our financial condition and operating results. The consideration that we pay will be based upon numerous factors, and the properties may be purchased in a negotiated transaction rather than through a competitive bidding process. We cannot assure anyone that the purchase price that we pay for a property or its appraised value will be a fair price, that we will be able to generate an acceptable return on such property, or that the location, lease terms or other relevant economic and financial data of any properties that we invest in will meet acceptable risk profiles. We may also be unable to lease vacant space or renegotiate existing leases at market rates, which would adversely affect our returns on a property. As a result, our investments in our properties may fail to perform in accordance with our expectations, which may substantially harm our operating results and financial condition.

The failure of our properties to generate positive cash flow or to sufficiently appreciate in value would most likely preclude our investors from realizing an attractive return on their interest ownership. There is no assurance that our real estate investments will appreciate in value or will ever be sold at a profit. The marketability and value of the properties will depend upon many factors beyond the control of our management. There is no assurance that there will be a ready market for the properties, since investments in real property are generally non-liquid. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms set by it, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. Moreover, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure any person that we will have funds available to correct those defects or to make those improvements. In investing in a property, we may agree to lockout provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These lockout provisions would restrict our ability to sell a property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our properties could significantly harm our financial condition and operating results.

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Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition. Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties or investments in our portfolio in response to changing economic, financial and investment conditions may be limited. In particular, these risks could arise from weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located. We may be unable to realize our investment objectives by sale, other disposition or refinance at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. An exit event is not guaranteed and is subject to our Manager’s discretion.

We may experience liability for alleged or actual harm to third parties and costs of litigation. Owning and operating the properties subjects the Company to the risk of lawsuits filed by tenants, past and present employees, contractors, competitors, business partners, and others in the ordinary course of business. As with all legal proceedings, no assurance can be provided as to the outcome of these matters, and legal proceedings can be expensive and time consuming. Our Company may not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could result in substantial Losses to the Company. Even if the Company is successful, there may be substantial costs associated with the legal proceeding, and our Manager may be delayed or prevented from implementing the business plan of the Company.

Contractors may underestimate costs. Our Company intends on purchasing properties and rehabbing them in some cases. Our Company will likely hire contractors based on bids received for the cost of the rehab. Our Company may hire a contractor that underestimates the material and labor costs, the property could suffer from cost overruns which could adversely affect investments by investors.

Our Company will not realize a profit until individual properties are either cash flow positive or sold. Therefore, if there are cost overruns or multiple unforeseen change orders, the Company may not realize a return on investment which could adversely affect Members’ investments.

Title insurance may not cover all title defects. Our Manager will acquire title insurance on each property, but it is possible that uninsured title defects could arise in the future, which the Company may have to defend or otherwise resolve, the cost of which may impact the profitability of each property and/or the Company as a whole.

Due diligence may not uncover all material facts. Our Manager, through its Members, will endeavor to obtain and verify material facts regarding the properties. It is possible, however, that our Manager will not discover certain material facts about a property, because information presented by the sellers may have been prepared in an incomplete or misleading fashion, and material facts related to such property may not yet have been discovered.

Financial projections may be wrong. Certain financial projections concerning the future performance of the properties are based on assumptions of an arbitrary nature and may prove to be materially incorrect. No assurance is given that actual results will correspond with the results contemplated by these projections. It is possible that returns may be lower than projected, or that there may be no returns at all.

These and all other financial projections, and any other statements previously provided to the Purchaser relating to the Company or its prospective business operations that are not historical facts, are forward-looking statements that involve risks and uncertainties. Sentences or phrases that use such words as “believes,” “anticipates,” “plans,” “may,” “hopes,” “can,” “will,” “expects,” “is designed to,” “with the intent,” “potential” and others indicate forward-looking statements, but their absence does not mean that a statement is not forward- looking.

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Such statements are based on our Manager’s current estimates and expectations, along with currently available competitive, financial, and economic data. However, forward-looking statements are inherently uncertain. A variety of factors could cause business conditions and results to differ materially from what is contained in any such forward-looking statements.

It is possible that actual results from operation of the properties will be different than the returns anticipated by our Manager and/or that these returns may not be realized in the timeframe projected by our Manager, if at all.

We might obtain lines of credit and other borrowings, which increases our risk of loss due to potential foreclosure. We may obtain lines of credit and long-term financing that may be secured by our assets. As with any liability, there is a risk that we may be unable to repay our obligations from the cash flow of our assets. Therefore, when borrowing and securing such borrowing with our assets, we risk losing such assets in the event we are unable to repay such obligations or meet such demands.

We have broad authority to incur debt and high debt levels could hinder our ability to make distributions and decrease the value of our investors’ investments. We may borrow as much as 80% or more of the value of our properties. While our investors will not be personally liable for these obligations, and our Manager may issue personal guarantees that these obligations will be repaid, the Company is ultimately responsible for paying off these debts. High debt levels would cause us to incur higher interest charges and higher debt service payments and may also be accompanied by restrictive covenants. These factors could limit the amount of cash we have available to distribute and could result in a decline in the value of our investors’ investments.

Risk Factors Relating to REITS

We may elect to have some Series taxed as REITs, for which the following risk factors would apply.

The failure of a Series to qualify or remain qualified as a REIT would subject the Series to U.S. federal income tax and potentially state and local tax and would adversely affect the Series’ operations and the market price of the Series’ Interests. We intend for each Series to elect and qualify to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code, commencing with the first full taxable year following the closing of a Series offering and intend to operate such Series in a manner that would allow the Series to continue to qualify as a REIT. However, we may terminate a Series’ REIT qualification, if our Manager determines that not qualifying as a REIT is in the best interests of a Series, or inadvertently. A Series’ qualification as a REIT depends upon its ability to meet, through actual annual operating results, distribution levels, and diversity of stock ownership, the various and complex REIT qualification tests imposed under the Internal Revenue Code. To qualify as a REIT, a Series must comply with certain highly technical and complex requirements. We cannot be certain that a Series has complied or will comply with these requirements because there are few judicial and administrative interpretations of these provisions. In addition, facts and circumstances that may be beyond our control may affect our ability for each Series to qualify as a REIT. We cannot assure you that new legislation, regulations, administrative interpretations or court decisions will not change the tax laws significantly with respect to a Series’ qualification as a REIT or with respect to the federal income tax consequences of qualification. We cannot assure you that we will qualify or will remain qualified as a REIT.

If a Series fails to qualify as a REIT, it will not be allowed to deduct distributions to investors in computing taxable income and will be subject to federal income tax at regular rates. In addition, the Series may be barred from qualification as a REIT for the four taxable years following disqualification. The additional tax incurred at regular corporate rates would significantly reduce the taxable cash flow available for distribution to investors and for debt service. Furthermore, the Series would no longer be required by the Internal Revenue Code to make any distributions to our investors as a condition of REIT qualification. Any distributions to investors would be taxable as ordinary income to the extent of the Series current and accumulated earnings and profits. Corporate distributees, however, may be eligible for the dividends received deduction on the distributions, subject to limitations under the Internal Revenue Code.

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Even if a Series qualifies as a REIT, in certain circumstances, it may incur tax liabilities that would reduce its cash available for distribution to our investors. Even if a Series qualifies and maintains its status as a REIT, it may be subject to U.S. federal, state and local income taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Internal Revenue Code) will be subject to a 100% excise tax, and some state and local jurisdictions may tax some or all of our income because not all states and localities treat REITs the same as they are treated for U.S. federal income tax purposes. A Series may not make sufficient distributions to avoid excise taxes applicable to REITs. A Series also may decide to retain net capital gain we earn from the sale or other disposition of our property and pay U.S. federal income tax directly on such income. In that event, our investors would be treated as if they earned that income and paid the tax on it directly. However, investors that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. A Series also will be subject to corporate tax on any undistributed REIT taxable income. Cash used for paying taxes will not be available for distribution or reinvestment by the Series.

The taxation of distributions to our investors can be complex; however, distributions that we make to our investors generally will be taxable as ordinary income or constitute a return of capital, which may reduce your anticipated return from an investment in us. Distributions that a Series makes to our taxable investors out of current and accumulated earnings and profits (and not designated as capital gain dividends or qualified dividend income) generally will be taxable as ordinary income. However, a portion of our distributions may (1) constitute a return of capital generally to the extent that they exceed our accumulated earnings and profits as determined for U.S. federal income tax purposes, (2) be designated by us as capital gain dividends generally taxable as long-term capital gain to the extent that they are attributable to net capital gain recognized by us, or (3) be designated by us as qualified dividend income generally to the extent they are attributable to dividends we receive from our taxable REIT subsidiaries (“TRSs”). A return of capital is not taxable, but has the effect of reducing the basis of an investor’s investment in our Series Interests. Due to our investment in real estate, depreciation deductions and interest expense may reduce our earnings and profits in our early years with the result that a large portion of distributions to our investors in early years may constitute a return of capital rather than ordinary income.

Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends. Qualified dividend income payable to U.S. investors that are individuals, trusts, and estates is subject to the reduced maximum tax rate applicable to long-term capital gains. Dividends payable by REITs, however, generally are not eligible for this reduced rate. For taxable years beginning after December 31, 2017, and before January 1, 2026, non-corporate taxpayers may deduct up to 20% of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT that are not designated as capital gain dividends or qualified income), subject to certain limitations, resulting in an effective maximum federal income tax rate of 29.6% on such income. In addition, individuals, trusts, and estates whose income exceeds certain thresholds are subject to 3.8% Medicare tax on dividends received by us. Although the reduced U.S. federal income tax rate applicable to qualified dividend income does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts, and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the interests of the REITs, including our Series Interests. Tax rates could be changed in future legislation.

If a Series were considered to actually or constructively pay a “preferential dividend” to certain of our investors, the Series’ status as a REIT could be adversely affected. In order to qualify as a REIT, a Series must distribute annually to its investors at least 90% of the Series’ REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order for distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide the Series with a REIT-level tax deduction, the distributions must not be “preferential dividends.” A dividend is not a preferential dividend if the distribution is pro rata among all outstanding interests within a particular class, and in accordance with the preferences among different classes of stock as set forth in our organizational documents. Currently, there is uncertainty as to the IRS’s position regarding whether certain arrangements that REITs have with their investors could give rise to the inadvertent payment of a preferential dividend. While we believe that our operations have been structured in such a manner that we will not be treated as inadvertently paying preferential dividends, there is no de minimis exception with respect to preferential dividends. Therefore, if the IRS were to take the position that a Series inadvertently paid a preferential dividend, the Series may be deemed either to (a) have distributed less than 100% of its REIT taxable income and be subject to tax on the undistributed portion, or (b) have distributed less than 90% of its REIT taxable income and the Series status as a REIT could be terminated for the year in which such determination is made if the Series were unable to cure such failure. If, however, a Series qualifies as a “publicly offered REIT” (within the meaning of Section 562(c) of the Internal Revenue Code) in the future, the preferential dividend rules will cease to apply to us. In addition, the IRS is authorized to provide alternative remedies to cure a failure to comply with the preferential dividend rules, but as of the date hereof, no such authorized procedures have been promulgated.

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Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities. The REIT provisions of the Internal Revenue Code may limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future taxable income of such TRS.

The ability of our Manager to revoke the REIT qualification of a Series without approval may subject a Series to U.S. federal income tax and reduce distributions to our investors. Our Operating Agreement provides that our Manager may revoke or otherwise terminate a Series’ REIT election, without the approval of our investors, if it determines that it is no longer in a Series’ best interest to continue to qualify as a REIT. While we intend for each Series to elect and qualify to be taxed as a REIT, a Series may not elect to be treated as a REIT or may terminate its REIT election if we determine that qualifying as a REIT is no longer in the best interests of our investors. If a Series ceases to be a REIT, it would become subject to U.S. federal income tax on its taxable income and would no longer be required to distribute most of its taxable income to our investors, which may have adverse consequences on the total return to our investors and on the market price of the Series’ interests.

Legislative or regulatory action with respect to tax laws and regulations could adversely affect the Company and our investors. On December 22, 2017, H.R. 1, informally titled the Tax Cuts and Jobs Act, or the TCJA, was enacted. The TCJA made major changes to the Internal Revenue Code, including a number of provisions of the Internal Revenue Code that affect the taxation of REITs and their investors. The long-term effect of the significant changes made by the TCJA remains uncertain, and additional administrative guidance will be required in order to fully evaluate the effect of many provisions. The effect of technical corrections with respect to the TCJA could have an adverse effect on the Company and our investors. We are also subject to state and local tax laws and regulations. Changes in state and local tax laws or regulations may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased costs could adversely affect our financial condition, results of operations and the amount of cash available for the payment of dividends.

In addition, in recent years, numerous legislative, judicial and administrative changes have been made to the federal income tax laws applicable to investments in REITs and similar entities. Additional changes to tax laws are likely to continue to occur in the future, and we cannot assure our investors that any such changes will not adversely affect the taxation of an. We cannot assure you that future changes to tax laws and regulations will not have an adverse effect on an investment in our Series Interests.

You are urged to consult with your tax advisor with respect to the impact of recent legislation on your investment in our Series Interests and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our Series Interests.

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Although REITs generally receive better tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, the operating agreement provides our Manager with the power, under certain circumstances, to revoke or otherwise terminate a Series’ REIT election and cause such Series to be taxed as a regular corporation, without the vote of our investors. Our Manager could only cause such changes in a Series’ tax treatment if it determines in good faith that such changes are in the best interest of the Series’ investors.

The ownership restrictions of the Internal Revenue Code for REITs and the 9.8% ownership limit in the operating agreement may inhibit market activity in our Series Interests and restrict our business combination opportunities The Internal Revenue Code imposes certain limitations on the ownership of the stock of a REIT. For example, not more than 50% in value of our outstanding interests of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code) during the last half of any taxable year. To protect a Series’ REIT status, the operating agreement prohibits any holder from acquiring more than 9.8% (in value or number of interests, whichever is more restrictive) of the aggregate of the outstanding total capital stock of a Series or more than 9.8% (in value or number of interests, whichever is more restrictive) of our Series Interests or any class or Series of the outstanding interests unless our Manager determines that it is no longer in a Series’ best interests to continue to qualify as a REIT or that compliance with the restriction is no longer required in order for the Series to continue to so qualify as a REIT. The ownership limitation may limit the opportunity for investors to receive a premium for their interests that might otherwise exist if an investor were attempting to assemble a block of interests in excess of 9.8% of the outstanding interests or otherwise effect a change in control.

Potential characterization of distributions or gain on sale may be treated as unrelated business taxable income to tax-exempt investors. If (a) we are a “pension-held REIT,” (b) a tax-exempt entity has incurred (or deemed to have incurred) debt to purchase or hold our Series Interests, or (c) a holder of our Series Interests is a certain type of tax-exempt entity, dividends on, and gains recognized on the sale of, our Series Interests by such tax-exempt entity may be subject to U.S. federal income tax as unrelated business taxable income under the Internal Revenue Code.

We rely on our Transfer Agent to safeguard our investor records. Our Transfer Agent is responsible for maintaining accurate records regarding ownership of Series Interests. In the event of a discrepancy between a Token and the Transfer Agent’s records, the Transfer Agent’s records will prevail. We are thus reliant on our Transfer Agent to have adequate policies, procedures, and controls, security protocols, and account reconciliation processes. Any failure of our Transfer Agent to accurately record Series Interest transfers, whether by negligence or intentional theft or misappropriation, could have a material negative impact on investors. Investors are also required to follow rules and procedures established in our operating agreement and by our Transfer Agent to record transfers of Series Interests, including the payment of fees. A failure to follow such procedures could result in an investor’s interest not being properly recorded in the Transfer Agent’s records.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this Offering Circular are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “will,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements.

We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

DILUTION

Dilution means a reduction in value, control, or earnings of the units the investor owns.

As of the date of this Offering Circular, Tirios Corporation owns 100% of the Company’s membership interests. Those membership interests are not connected to any specific Series Interest. Investors in this offering will be acquiring Series Interests of a Series of the Company, the economic rights of each Series Interest will be based on the corresponding Underlying Asset of that Series. As such, investors are not expected to experience dilution except as a result of the sale of additional Series Interests of the Series to which they have subscribed, which sales are expected to include sales to our Manager at the same price as sales to investors.

PLAN OF DISTRIBUTION

We are offering, on a best-efforts basis, Series Interests of each of the open Series of the Company in the “Series Offering Table” herein.

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The sale of Series Interests for a Series will commence when the Offering Circular initially including the Series in the Series Offering Table, as amended, is qualified by the SEC. The termination of an offering for a Series will occur on the earliest to occur of (i) the date subscriptions for the maximum number of Series Interests offered for a Series have been accepted or (ii) a date determined by our Manager in its sole discretion. The Company intends to create additional Series that may be added to this offering only upon qualification of an amendment to the Offering Statement of which this Offering Circular forms a part. The offering of Series Interests pursuant to the Offering Statement shall terminate upon the earlier of (i) the date at which the maximum offering amount of all Series Interests has been sold, (ii) the date which is three years from the date such Offering Circular or amendment thereof, as applicable, is qualified by the Commission, or (iii) any date on which our Manager elects to terminate this offering in its sole discretion.

The Company may, in its sole discretion, undertake one or more closings on a rolling basis, and intends to effect a close at least every 30 days or less, as determined by our Manager. After each closing, funds tendered by investors will be available to the Company and the Company will issue the Series Interests to investors. An investor will become a Member of a Series, including for tax purposes, and the Series Interests will be issued, as of the date of settlement. Settlement will not occur until an investor’s funds have cleared and the Company accepts the investor as a Member. Not all investors will receive their Series Interests on the same date.

Use of Blockchain

A blockchain is an open, distributed ledger that records transactions between two parties in a verifiable and permanent way using cryptography. Transactions on the blockchain are permanently recorded on the blockchain in collections of transactions called “blocks.” Blockchain networks are based upon software source code that establishes and governs their respective cryptographic systems for verifying transactions.

Series Interests maintained on Blockchain as a digital courtesy copy; no investment in cryptocurrencies

Although the Company’s Transfer Agent will maintain the official ownership records of the Series Interests in book form, the ownership of the Series Interests will also be recorded on the Tirios Blockchain as a digital courtesy copy of the Series Interests. The Company will not invest in any cryptocurrencies (referred to as, among other things, virtual currencies).

A Member will be deemed the record holder with respect to a Series Interest as of any date only if, as of such date, such Series Interest is recorded with the Transfer Agent in book form. The Company will maintain a digital courtesy copy of the Series Interests on Blockchain as a Token, which is maintained for recordkeeping purposes of the Company. The Company will reconcile and validate the Blockchain against the Transfer’s Agents book form records on a daily basis to ensure the records remain synchronized. This applies to new issuances of Tokens as well as transfers from existing Token owners. This process will also ensure that the Tokens remain stapled to the underlying Series Interests, and in the event of a conflict between the record held by the Transfer Agent and the blockchain record, the Transfer Agent’s record will be determinative.

A Member shall be entitled to exercise the rights attributed to the Series Interests held by such Member only to the extent that, as of the respective date when such rights are intended to accrue or be exercised, such Member is a record holder of the corresponding number of Series Interests. For these purposes, the Company and our Manager shall rely on the information recorded on book entry form with Transfer Agent, and on the Blockchain Token Ledger as of the relevant date and in the event of a conflict between the record held by the Transfer Agent and the blockchain record, the Transfer Agent’s record will be determinative.

Series Interests in a particular Series will be represented by tokens as a digital courtesy copy on the Tirios blockchain (each a “Token” and collectively, “Tokens”). The Tirios blockchain refers to a dedicated channel of the Manager’s permissioned Hyperledger blockchain network created and managed using the Hyperledger Fabric framework.

A Token will be an encrypted digital asset created on the Tirios Blockchain which, when issued and delivered pursuant to and in compliance with our Operating Agreement, will constitute a digital courtesy copy of the Series Interests represented thereby. A ledger of holdings of Tokens (the “Blockchain Token Ledger”) will be recorded on the Tirios blockchain. The primary source of Series Interests holdings will be maintained by Transfer Agent in book form, and in the event of a conflict between the record held by the Transfer Agent and digital courtesy copy maintained on the blockchain and, the Transfer Agent’s record will be determinative.

Tokens represent a digital courtesy copy of the Series Interests maintained on the blockchain, and there is no value attributable to the Token in absence of the Series Interests, and it can’t be transferred or sold without the underlying Series Interests. There are no additional legal rights, economic rights or otherwise available to a Series Interest Member as a result of Company maintaining a digital courtesy copy of the Series Interests on Blockchain, therefore Token has no value independent of the Series Interests. If a Series Interest Member transfers their Series Interest, the digital courtesy copy represented by the Token will also be transferred. Each Member receives only those rights associated with the particular Series in which they invest.

Please refer to Risks Related to Tokenization and Blockchain for additional practical and legal risks including risks related to potential liquidity, impact on value of the Series Interests and unproven technology, which would not exist if no blockchain technology was used by the Company.

Tokens are not considered by the Company to be cryptocurrency, as there is no value independent of the Series Interests and can’t traded, sold, used to purchase items, or be used for any other purpose. Tokens are not considered by the Company to be securities because there is no expectation of profit from the Tokens alone (separate and apart from the underlying Series Interest), and they cannot be purchased, sold, or traded separate from the Series Interests.

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Each token represents one Series Interest and can’t be subdivided. Only a whole Series Interest can be issued or transferred. Only a whole Token, as a digital courtesy copy representing one Series Interest, can be issued or transferred. The number of tokens outstanding would be equal to the number of Series Interests offered. Please see the section titled “Subscription Procedure” for more information on how the regular updates are shared with Subscribers.

The Series Interests are not available for transfer, purchase, or sale from one Series Interests holder to another Series Interests holder (“peer-to-peer”) on the blockchain or in any secondary trading market.  The Company believes that blockchain-based Series Interests will provide increased transparency to Series Interests holders and may, in the future, permit reduced settlement times and provide other benefits to them.

Furthermore, in the future, the Series Interests may be available for purchase, sale or transfer from one Member to another Member (or potential Member) in a secondary trading market or on the blockchain. The Company has no current agreement to make its Series Interests or Tokens available for trading in the secondary market but may enter into such an agreement in the future. These features are not currently, and may never be, available to investors. These features would be subject to then-existing regulations, regulatory interpretations, and regulatory approvals that apply to securities.

There are additional risks associated with the issuance, redemption, transfer, custody and record keeping of Series Interests or Tokens maintained and recorded on a blockchain. For example, Series Interests that are issued using blockchain technology would be subject to the many risks as covered under Risks Related to Tokenization and Blockchain.

Hyperledger Fabric Blockchain

Hyperledger Fabric is an open source, permissioned blockchain framework, started in 2015 by The Linux Foundation. It is a modular, general-purpose framework that offers unique access control features, which make it suitable for a variety of industry applications such as track-and-trace of supply chains, trade finance, loyalty and rewards, as well as clearing and settlement of financial assets.

Our Manager is responsible for maintaining all the nodes of the Hyperledger Fabric Blockchain network where the Tokens are recorded. There are no transaction fees or gas fees involved for processing transactions on this network. All costs for maintaining and operating the infrastructure are borne by our Manager. Hyperledger Fabric is a permissioned Blockchain network, hence no new nodes for this Blockchain can be hosted without explicit consent from our Manager. Members have access to the Platform which interacts with the Blockchain network. The Members can access the financial information in the Platform in .PDF form based on the information in book form and the same information from the Platform in the blockchain form. There are no external third parties or relevant agreements associated with maintaining and operating the Blockchain network.

A Token is an encrypted digital asset created on the Tirios Blockchain which, when issued and delivered pursuant to and in compliance with our Operating Agreement, will constitute a digital courtesy copy of the Series Interests represented thereby. Smart contact used to create Token is a digital courtesy copy of the Series Interests, and thereby doesn’t grant any additional legal rights, economic rights or otherwise to the Series Interests Member.

The smart contract used is an extension of the ERC-721 standards. ERC-721 is a standard interface for non-fungible tokens, also known as deeds. ERC-721 provides basic functionality to track and transfer tokens.

As an extension of ERC-721, the smart contract used by Tirios is running on Hyperledger Fabric and is able of minting new property tokens i.e. create tokens for a newly acquired assets, can calculate and allocate income based on ownership dates, effectively creating a digital courtesy copy of the holdings and transactions for Series Interests.

Note that the ERC-721 provides the technical framework for the smart contract, but the material terms and conditions contained within that framework derive from the Company’s Operating Agreement and Subscription Agreement. See Exhibits 2.2 and 4.1.

Primary benefits of Hyperledger Fabric Blockchain

Open Source - Hyperledger Fabric platform is an open source blockchain framework hosted by The Linux Foundation. It has an active and growing community of developers.

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Permissioned - Fabric networks are permissioned, meaning all participating Member’s identities are authenticated. This benefit is particularly useful in industries including healthcare, supply chain, banking, and insurance where data cannot be exposed to unknown entities. 

Governance and Access Control - Each transaction on the blockchain network is executed on a channel, where each party must be authenticated and authorized to transact on that channel.

Performance - Hyperledger Fabric is built to support enterprise-grade use cases, and can support quick transaction throughput from its consensus mechanism. Because Hyperledger Fabric is a permissioned blockchain framework, it does not need to solve for Byzantine Fault tolerance. Byzantine Fault occurs where components may fail and there is imperfect information on whether a component has failed that can cause slower performance when validating transactions on the network.

Hyperledger Fabric blockchain is a scalable solution to be able to process millions of transactions with our current infrastructure. There are studies available in the public domain where 20000 transactions/second were processed on Hyperledger Fabric Blockchain in a controlled environment. In case required, the architecture can further be improved by batching transactions before being sent to the Blockchain by making use of a queuing solution.

Wallet and access

A blockchain wallet is created in the Platform for the Member after KYC and AML checks are completed. Blockchain wallet and public key for the wallet can be accessed in the Platform by the Member. In case the Subscriber forgets the password for investment platform, they can reset their password using the form available during the login process using their email. In case the Subscriber loses access to their email account, which was used during the account creation process, they are instructed to contact our team at members@tirios.ai and validate their identity to reset the investment platform access for them. Once they gain access to the investment platform again, they can access their public key.

The Company maintains all records in book form with the Transfer Agent and Token acts as a digital courtesy copy of the Series Interests on the blockchain. The Company and Manager have access to Subscriber wallet and can freeze the tokens or block any transactions on blockchain to comply with the requirements of a regulatory mandate or a court order.

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Commissions and Discounts

The Company has engaged Dalmore Group, LLC a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services:

	●	Review investor information, including KYC (“Know Your Customer”) data, perform AML (“Anti Money Laundering”) and other compliance background checks, and provide a recommendation to the Company whether or not to accept an investor as a customer;
	●	We will be entering into an agreement with North Capital Private Securities Corporation (“North Capital”), a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC to provide KYC and AML compliance services for the Company. North Capital dashboard is configured to provide access to our Broker-Dealer who reviews the investor information including KYC, performs AML and other compliance background checks and provides a recommendation to the Company whether or not to accept a Subscriber. See Exhibit 6.7 for tentative agreement with North Capital to be executed closer to the qualification date.
		Specifically, the following US databases are checked by North Capital during the KYC check:

	·	Businesses
	·	Bankruptcy
	·	Driver’s License
	·	Directory Assistance
	·	Reverse Look Up & Mobile
	·	Civil Court
	·	Motor Vehicles and Boat
	·	Hunting/Fishing License
	·	Merchant Vessel
	·	Geolocation
	·	OFAC
	·	PEP (Politically Exposed Persons)
	·	Non SDN Consolidated Sanctions (PLC, FSE, ISA, SSI)
	·	Defense Trade Controls (DTC) Debarred Parties
	·	Commodity Futures Trading Commission Sanctions List of Regulatory and Self-Regulatory Authorities
	·	Bank of England Sanctions List (BOL)
	·	World Bank Ineligible Firms
	·	Official Records
	·	Person Search
	·	Professional Licenses
	·	Property Assessment
	·	Credit Headers
	·	Property Deed
	·	Voter Registration
	·	Corporations
	·	UCC Filings
	·	Internet Domain Name
	·	Delaware Corporations
	·	Criminal Conviction
	·	Concealed weapons Permit
	·	DEA Controlled Substances Licenses
	·	FAA Aircraft
	·	FAA Pilot
	·	Federal Firearms and Explosives License
	·	Florida Accidents

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AML is used to cross check an individual’s name against a number of global watch lists to verify that the person isn’t a wanted person. This check will work for both U.S. persons and non-U.S. persons. If an individual fails this check, this means that this person’s name was at least a 90% match with a name on a watch list and a government issued photo ID needs to be collected to verify as pass or fail.

The following lists are checked are checked by North Capital for AML:

	·	OFAC
	·	PEP (Politically Exposed Persons)
	·	Non SDN Consolidated Sanctions (PLC, FSE, ISA, SSI)
	·	Defense Trade Controls (DTC) Debarred Parties
	·	Commodity Futures Trading Commission Sanctions List of Regulatory and Self-Regulatory Authorities
	·	Bank of England Sanctions List (BOL)
	·	World Bank Ineligible Firms
	·	FBI Fugitives 10 Most Wanted, Most Wanted
	·	Terrorists and Monthly Most Wanted
	·	Financial Crimes Enforcement Network
	·	Foreign Agent Registrations
	·	International Police Most Wanted
	·	OFAC - Enhanced Sanctioned Countries
	·	Office of Controller of Currency of Unauthorized Banks
	·	Office of the Superintendent of Financial Institutions (OSFI) - Canada
	·	State Department Terrorist Exclusions
	·	Terrorists Inside of European Union
	·	Terrorists Outside of European Union
	·	United Nations Named Terrorists
	·	US Bureau of Industry and Security - Unverified Entity List
	·	US Bureau of Industry and Security - Unverified Entity List
	·	US Bureau of Industry and Security – Denied Person List

	●	Review each investor’s subscription agreement to confirm such investor’s participation in the offering and provide a determination to the Company whether or not to accept the use of the subscription agreement for the investor’s participation;
	●	Contact and/or notify the Company, if needed, to gather additional information or clarification on an investor;
	●	Not provide any investment advice nor any investment recommendations to any investor;

	●	Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in its performance pursuant to the terms of the agreement (e.g., as needed for AML and background checks); and
	●	Coordinate with third party providers to ensure adequate review and compliance.

As compensation for the services listed above, the Company has agreed to pay Dalmore a commission equal to 1% of the amount raised in the offering to support the offering on all newly invested funds after the issuance of a No Objection Letter by FINRA. In addition, our Manager has paid Dalmore a $5,000 one-time advance expense allowance to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Dalmore in connection with this offering. Dalmore will refund any amount related to this expense allowance to the extent it is not used, incurred, or provided to our Manager. Our Manager has also agreed to pay Dalmore a one-time consulting fee of $20,000 to provide ongoing general consulting services relating to this offering such as coordination with third party vendors and general guidance with respect to the offering, which will be due and payable within 30 days after this offering is qualified by the SEC and the receipt of a No Objection Letter from FINRA. Assuming the offering as currently anticipated is fully-subscribed, the Company estimates that total fees payable to Dalmore, including the one-time advance expense allowance fee of $5,000 and consulting fee of $20,000, would be $27,765.00; however, our Manager will pay, without reimbursement, all fees due to Dalmore except for its 1% commission, which will be payable by the Series via offering proceeds.

Broker has not investigated the desirability or advisability of investment in the Series Interests, nor approved, endorsed or passed upon the merits of purchasing the Series Interests. Broker is not participating as an underwriter and under no circumstance will it recommend the Company’s securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. Broker is not distributing any offering circulars or making any oral representations concerning this Offering Circular or this offering. Based upon Broker’s anticipated limited role in this offering, it has not and will not conduct extensive due diligence of this offering and no investor should rely on the involvement of Broker in this offering as any basis for a belief that it has done extensive due diligence. Broker does not expressly or impliedly affirm the completeness or accuracy of the Offering Statement and/or Offering Circular presented to investors by the Company. All inquiries regarding this offering should be made directly to the Company.

The Series Interests are only offered in jurisdictions where it is not unlawful to offer and sell these securities. The Series Interests will not be offered or sold in states where the Broker Dealer is not registered as a broker-dealer pursuant to the applicable state law or in any jurisdictions where it is not lawful to offer and sell the Series Interests. Tokens are a digital courtesy copy of the Series Interests and are not sold independently of Series Interests. The Series Interests will not be offered or sold in states where laws and regulations prohibit the use or issuance of Tokens.

Suitability Requirements

Series Interests are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any of the interests of our Company does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

Series Interests will not be offered in any jurisdiction where the Company cannot offer Tokens in compliance with laws and regulations. Series Interests will not be offered until all required notices and fees have been filed and paid in a particular state. 

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For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

1. an individual net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not negative equity), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; or

2. earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D.

In addition to the foregoing, each prospective investor must represent in writing that they meet, among other things, all of the following requirements:

	●	The prospective investor has received, reviewed, and understands this Offering Circular and its exhibits, including our Operating Agreement;
	●	The prospective investor understands that an investment in interests involves substantial risks;
	●	The prospective investor’s overall commitment to non-liquid investments is, and after their investment in interests will be, reasonable in relation to their net worth and current needs;
	●	The prospective investor has adequate means of providing for their financial requirements, both current and anticipated, and has no need for liquidity in this investment;
	●	The prospective investor can bear the economic risk of losing their entire investment in interests;
	●	The prospective investor has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in interests; and
	●	Except as set forth in the subscription agreement, no representations or warranties have been made to the prospective investor by our Company or any partner, agent, employee, or affiliate thereof, and in entering into this transaction the prospective investor is not relying upon any information, other than that contained in the offering statement of which this offering circular is a part, including its exhibits.

If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

We will be permitted to make a determination that the Subscribers of interests in this offering are qualified purchasers in reliance on the information and representations provided by the Subscriber regarding the Subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to http://www.investor.gov. We may accept or reject any subscription, in whole or in part, for any reason or no reason at all.

An investment in our interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our interests.

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Subscription Procedure

Our Manager will provide certain technology services to us in connection with this offering, including providing the online subscription processing Platform. After the qualification by the SEC of the Offering Statement of which this Offering Circular is a part, this offering will be conducted online through our Manager’s Platform at www.tirios.ai, whereby investors will review and complete online subscription agreements and make payment of the purchase price through a third-party processor to an account we designate.

The Platform provides “back-end” functionality for processing subscription and payments. It is not an ATS or broker-dealer, nor is it seeking to be so since its functions are not those of a broker-dealer as set out in the Commission’s proposed exemptive order of  October 2020.  In particular we note that the Platform does not solicit potential investors or receive transaction based fees. The information on the Company’s internet offering page, while using the Platform’s technology, is under the control of the Company and is not presented as a communication by the investment platform. We further note that the Platform is operational.

After the Offering Statement, as amended, has been qualified by the Commission, the Company will accept tenders of funds to purchase the Series Interests. Members will be required to complete a subscription agreement in order to invest.

The process each prospective Subscriber must follow to subscribe for the Series Interests is as follows:

	1.	Subscriber creates an account with the Platform at www.tirios.ai. A welcome email is sent to Subscriber.
	2.	We send the information received from the profile through API (“Application Programming Interface”) to North Capital to complete a KYC and AML check. North Capital’s dashboard is configured to provide access to our Broker-Dealer who reviews the investor information including KYC, performs AML and other compliance background checks and provides a recommendation to the Company whether or not to accept a Subscriber. If KYC and AML are passed, no further action from the Subscriber is required. A blockchain wallet is created for the Subscriber at this time and the public keys for the wallet are available to the Subscriber in the Platform. In case KYC and/ or AML are not passed, our team contacts the Subscriber to submit additional information as needed. An update email is sent to Subscribers confirming the receipt of information and informing them about any additional steps that may be required.
	3.	Subscriber can review details about open Series on the platform.
	4.	Subscriber clicks on “Request Tokens” for the desired Series. A confirmation email is sent to Subscriber indicating that request was received.
	5.	Subscriber is presented with the option to review and electronically sign the Subscription Agreement. The Company uses a service provided by DocuSign, Inc. (“Docusign”), which offers eSignature technology to sign documents electronically.
	6.	Subscriber is then directed to payments page to make the payment for the purchase. The Company accepts ACH payments in USD. We do not accept payments in crypto, credit card, wire, or check. The Company uses Stripe Inc. (“Stripe”), for processing such payments, and our Manager pays all fees, which are 0.8% per ACH transfer with a $5.00 cap. Stripe is a software company that provides online payment processing. Pursuant to Stripe’s terms of service, either the Company or Stripe may terminate service at any time. A confirmation email is sent to Subscribers that payment processing is underway. See Exhibit 6.10 for the Stripe Services Agreement.
	7.	ACH Payment typically takes 3 - 5 days to clear. Once the payment is cleared, an email is sent to Subscriber with an update that payment was successful. In case the payment does not clear, the Investor is requested to make payment again within 7 days, failing to do so results in cancellation of subscription. A Subscriber can also see the payment status on the Platform.
	8.	Once the payment is cleared, a trade is created by the Company in the North Capital dashboard using API which identifies all the required details, including Subscriber details, status of KYC and AML for the Subscriber, status of payment, and number of Series Interests subscribed. North Capital dashboard is configured to provide access to our Broker-Dealer, and Transfer Agent, who completes their own confirmation or checks before recommending the approval and recording of the Series Interests in book entry form.
	9.	Once all checks from Broker-Dealer are confirmed and Series Interests are recorded in book entry form by Transfer Agent, we create a digital courtesy copy of Series Interests for recordkeeping purposes of the Company on Blockchain by issuing Tokens. This process is completed at the end of every working day to confirm the book-form and blockchain records are in sync, and in the event of a conflict between the record held by the Transfer Agent and the blockchain record, the Transfer Agent’s record will be determinative.
	10.	Subscribers are provided with quarterly financial performance. This information is accessible in Platform for review in pdf format or on blockchain, which is maintained by the Company in book form and as digital courtesy copy on blockchain. Financial information includes rent, property taxes, insurance, etc.

The Company may ask an investor to provide identification or accreditation proof documents before accepting the subscription.

We reserve the right to reject any investor’s subscription in whole or in part for any reason. If the offering terminates or if any prospective investor’s subscription is rejected, all funds received from such investors will be returned without interest or deduction. Further, pursuant to the applicable Series Interest subscription agreement, the subscriptions are irrevocable by the investor.

In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, the Company has not set a maximum period of time to decide whether to accept or reject a subscription. If a subscription is rejected, funds will be returned to Subscribers within 30 days of such rejection without deduction or interest.

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We share regular updates with Members through emails every step along the way. This includes updates when subscription document is executed, when ACH payment is made, when payment is complete, update on progress of the offering, amount of proceeds raised, etc. All these updates are also available to Members by logging in their Platform account.

Neither the Company nor the Manager are a registered broker-dealer, an investment adviser, or a funding portal. The Company and the Manager do not participate in securities offerings made in reliance on Securities Act Section 4(a)(6) and Regulation Crowdfunding. Neither the Company nor the Manager will make any sales prior to the qualification of the offering statement of which this Offering Circular forms a part.

This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download from the Tirios Platform, as well as on the SEC’s website at www.sec.gov.

Transferability of the Series Interests

All Series Interests will be issued in electronic form only and will not be listed or quoted on any national securities exchange. We expect that after a Series’ Offering has concluded, the Secondary Trading Platform will be a venue available for the potential resale of such Series’ Shares through the Broker Dealer, as a broker dealer member of the Secondary Trading Platform; provided, however, such resale of a Series’ Shares will be subject to federal and state securities laws and the restrictions in the Operating Agreement, and there can be no assurance that an active market for any Series Interests will develop on the Secondary Trading Platform, that the Secondary Trading Platform will be available to allow resales of Series Interests to residents of all states, or that the Secondary Trading Platform will be available at all. For these reasons, investors must be prepared to hold their Series Interests indefinitely.

The Secondary Trading Platform is only available on the Tirios Platform and prospective Subscribers must create an account before being permitted to access the Secondary Trading Platform.

The Manager may withhold a transfer consent in its sole discretion, including if the Manager determines that such transfer, assignment or pledge will result in any restrictions covered under the Section “Securities being Offered – General Restrictions on Transfer”.

Given the limited liquidity for the Series Interests, investors and potential investors may consider these investments to be less appealing and may impact the demand for these investments, which may adversely affect prices you may obtain on the Secondary Trading Platform or your ability to resell your Series Interests on the Secondary Trading Platform at all.

Procedure for Transfer or Secondary Trading

Our Manager will provide certain technology services to us to facilitate Transfers or Secondary Trading. The transfers or secondary trading for Series Interests will be conducted online through our Manager’s Platform at www.tirios.ai, whereby Members looking to sell their Series Interests and Members looking to purchase secondary Series Interests can transact. Platform makes it convenient to generate an online transfer request to be executed by transacting Members and complete the transfer of funds in the transaction through a third-party processor (Stripe). The Platform provides “back-end” functionality for processing secondary transfers and payments.

After the Company has received necessary regulatory approvals, the Company will enable Secondary Transfer functionality to accept transfer requests. Each Member or prospective Subscriber must follow the following process to transact in the Secondary Trading for the Series Interests:

1. A Member would put their holdings for sale in the Secondary Trading section of the Platform. A confirmation email is sent to Member. A sell order is created by the Company in the North Capital dashboard using API which identifies all the required details, including Subscriber details, and number of Series Interests.

2. A new Subscriber interested in purchasing Series Interests in secondary trading creates an account with the Platform at www.tirios.ai. A welcome email is sent to Subscriber.

3. We send the information received from the profile through API to North Capital to complete a KYC and AML check. North Capital’s dashboard is configured to provide access to our Broker-Dealer who reviews the investor information including KYC, performs AML and other compliance background checks and provides a recommendation to the Company whether or not to accept a Subscriber. If KYC and AML are passed, no further action from the Subscriber is required. A blockchain wallet is created for the newly joined Subscriber at this time and the public keys for the wallet are available to the Subscriber in the Platform. In case KYC and/ or AML are not passed, our team contacts the Subscriber to submit additional information as needed. An update email is sent to Subscribers confirming the receipt of information and informing them about any additional steps that may be required.

4. Existing Subscribers or a newly joined Subscriber can review details about Series Interests available for purchase through Secondary Trading section of the Platform.

5. Subscriber clicks on “Purchase Tokens” for the desired Series Interests. A confirmation email is sent to the Subscriber indicating that request was received.

6. Subscriber is then directed to payments page to make the payment for the purchase. The Company accepts ACH payments in USD. We do not accept payments in crypto, credit card, wire, or check. The Company uses Stripe, for processing such payments, and our Manager pays all fees. A confirmation email is sent to Subscribers that payment processing is underway.

7. ACH Payment typically takes 3 – 5 days to clear. Once the payment is cleared, an email is sent to Subscriber with an update that payment was successful. In case the payment does not clear, the Investor is requested to make payment again within 7 days, failing to do so results in cancellation of subscription. A Subscriber can also see the payment status on the Platform.

8. While the payment is being processed, the Company reviews the transfer request. The Company may ask a Subscriber to provide identification, accreditation or other proof documents before approving the Transfer. The Company will generally review, approve or reject the transfer request within 15 business days from the date payment is initiated by the Subscriber for purchase, provided the payment is cleared and Subscriber has provided all requested identification or other proof documents. In case the Subscriber does not respond or provide identification or requested proof of documents within 7 days from the date of such request, purchase request will be cancelled. A Subscriber can also see the payment and transfer status on the Platform. If a transfer request is rejected, funds for purchase will be returned to Subscriber within 30 days of such rejection without deduction or interest.

The Manager may withhold a transfer consent in its sole discretion, including if the Manager determines that such transfer, assignment or pledge will result in any restrictions covered under the Section “Securities being offered – General Restrictions on Transfer”.

9. Once the payment is cleared and a consent for transfer is approved by Manager, a purchase order is created by the Company in the North Capital dashboard using API which identifies all the required details, including Subscriber details, status of KYC and AML for the Subscriber, status of payment, and number of Series Interests. North Capital PPEX system matches the sell and purchase order to create a trade. North Capital PPEX ATS dashboard is configured to provide access to North Capital PPEX team acting as Broker-Dealer, and Transfer Agent, who completes their own confirmation or checks before recommending the approval and recording of the Series Interests in book entry form.

10. Once all checks from the North Capital PPEX team are confirmed and Series Interests are recorded in book entry form by Transfer Agent, then we create the transfer for Tokens which represent the digital courtesy copy of Series Interests for recordkeeping purposes of the Company on Blockchain. The record date for Secondary Transfers is the date the payment is cleared, both for entry in book form and on Blockchain. This process is completed at the end of every working day to confirm the book-form and blockchain records are in sync, and in the event of a conflict between the record held by the Transfer Agent and the blockchain record, the Transfer Agent’s record will be determinative.

11. New Subscribers are provided with quarterly financial performance. This information is accessible in the Platform for review in pdf format or on blockchain, which is maintained by the Company in book form and as a digital courtesy copy on blockchain. Financial information includes rent, property taxes, insurance, etc. The distributions for Series Interests that transact on Secondary Trading are made on a pro-rata basis based on number of days. For example, if the record date for Secondary Transfer is February 28, the distribution related to calendar quarter ending March 31^st would be pro-rated between the seller from January 1^st to February 28^th and for the buyer from March 1^st to March 31^st.

We share regular updates with transacting Members through emails every step along the way. This includes updates when a sell or purchase order is created, when ACH payment is made, when payment is complete, update when transfer is confirmed, or if any additional information is required, etc. All these updates are also available to Members by logging in their Platform account.

Neither the Company nor the Manager will make any secondary transfers prior to the qualification of the offering statement of which this Offering Circular forms a part. This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download from the Tirios Platform, as well as on the SEC’s website at www.sec.gov.

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Transfer Agent

The Company has entered into an agreement with VStock Transfer, LLC to provide transfer agent services. Pursuant to that agreement, the Transfer Agent will provide the following services:

	·	Maintenance of stockholder accounts, including new accounts, account consolidation and escheatment
	·	Address changes
	·	Prompt response to stockholder correspondence, email, and calls
	·	Provide storage of records in compliance with strictest SEC guidelines
	·	24/7 electronic issuer access to stockholder information
	·	On-demand reports
	·	Cost basis tracking, as required
	·	Maintenance of outstanding stock records
	·	Prompt response to audit requests
	·	Regular compliance checks of stockholder accounts against Office of Foreign Assets Control Specially Designated Nationals list, as required by law
	·	Preliminary lost stockholder searches as required by SEC regulations
	·	Assistance to issuer with escheatment/abandoned property obligations

The Transfer Agent charges an estimated $249 initial set up fee, and generally charges a monthly maintenance fee and per-transaction fees as follows:

Monthly Maintenance Fees

	·	Monthly Maintenance of 1-99 stockholders $99 per month
	·	Monthly Maintenance of 100-200 stockholders $175 per month
	·	Monthly Maintenance of 200-300 stockholders $325 per month
	·	Monthly Maintenance of 300-500 stockholders $425 per month
	·	Monthly Maintenance of 500+ stockholders $799 per month

Sample Per-Transaction Fees

	·	Cancel Cert $10.00
	·	Certificate/Book Entry Issuance $35.00
	·	DWAC Issuance $75.00
	·	DRS Issuance $70.00
	·	Replacement of Lost/Stolen Cert $200.00 paid by stockholders
	·	Audit verification $125.00

Additional fees may be charged for other costs and specific services. For full details, please refer to Exhibit 6.8.

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The Transfer Agent will record the Series Interests in book form. The Company will also record the Series Interests on Tirios Blockchain. Entries maintained by Transfer Agent in book form will be synchronized with the holdings maintained on the Tirios Blockchain Ledger. The use of blockchain technology is untested for issuing Series Interests, and in the event of a conflict between the blockchain record and the record held by the Transfer Agent, the Transfer Agent’s record will be determinative. The recording of Series Interests on the blockchain will not affect the Company’s operations. Please refer to Risks Related to Transfer Agent for risks associated with the Transfer Agent's records and transfer procedures.

Selling Security holders

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.

Forum Selection Provision

The Subscription Agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the Company based on the Agreement to be brought in a state or federal court of competent jurisdiction in the State of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon the Agreement, excluding any claims under federal securities laws. Although the Company believes the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting the Company’s litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to various forums so they may continue to focus on operations of the Company.

Jury Trial Waiver

The Subscription Agreement that investors will execute in connection with the offering provides that Subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the Agreement, excluding any claim under federal securities laws. By signing the Subscription Agreement, an investor will warrant that the investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s legal counsel. If the Company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law.

Amendments and Supplements

From time to time, we may add additional Series by amending this Offering Statement or provide an “Offering Circular supplement” that may add, update or change other information contained in this Offering Circular. We must also file annual amendments while this offering is active to update our financial statements and material disclosures. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement or amendment. Our Offering Statement filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Statement and the related exhibits filed with the SEC and any Offering Circular supplement together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the SEC.

The offering statement and all amendments, supplements and reports that we have filed or will file in the future can be read on the SEC website at www.sec.gov.

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USE OF PROCEEDS

General

The allocation of the use of proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of each Series’ proposed operations, plans, investment objectives, capital requirements, and financial conditions. Future events, including changes in economic or competitive conditions of our business plan or the completion of less than the total offering, may cause one or more Series to modify the below-described allocations of proceeds. The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. Each Series reserves the right to change the allocation of net proceeds from the offering as unanticipated events or opportunities arise, but such modifications will be limited to that particular Series.

Tirios Propco Series LLC – 274 Gabbro

Gross proceeds from the sale of Tirios Propco Series LLC – 274 Gabbro Series Interests will be $88,300, assuming the full amount of the offering is sold. The table below sets forth the uses of proceeds of the Company’s Tirios Propco Series LLC – 274 Gabbro Series Interests.

		Offering Proceeds (9) 25% Offering Sold				Percentage				Offering Proceeds (9) 50% Offering Sold				Percentage				Offering Proceeds (9) 75% Offering Sold				Percentage				Offering Proceeds (9) 100% Offering Sold				Percentage
Use of Proceeds
Repayment of advance from our Manager (1)		$	5,447				24.65	%		$	27,326				61.82	%		$	49,205				74.22	%		$	70,985				80.39	%
Broker Commission (2)		$	221				1.00	%		$	442				1.00	%		$	663				1.00	%		$	883				1.00	%
Working capital reserve		$	11,566				52.33	%		$	11,566				26.17	%		$	11,566				17.44	%		$	11,566				13.10	%
Acquisition fee (3)		$	4,866				22.02	%		$	4,866				11.01	%		$	4,866				7.34	%		$	4,866				5.51	%
Total (rounded up to nearest $100, a whole Series Interest)		$	22,100				100.00	%		$	44,200				100.00	%		$	66,300				100.00	%		$	88,300				100.00	%

(1)	Our Manager advanced funds to close on the acquisition. Our Manager is not receiving any fees or interest to advance these funds.

Breakdown of the advanced funds:
Equity at acquisition(4)		$	53,527
Closing costs(5)		$	5,329
Financing closing costs(6)		$	4,550
Improvements and/or repairs(7)		$	280
Commission received by Manager as Buyer’s Agent(8)		$	7,299
		$	70,985

(2)	We have agreed to pay Dalmore Group, LLC, as Broker, a commission of 1% of offering proceeds. All other offering costs will be borne by our Manager.
(3)	Acquisition fee is calculated as 2 % of Purchase price of $243,305 as $4,866.

(4)	The purchase price for the property was $243,305. The Series obtained a third-party purchase loan in the amount of $182,479 and our Manager advanced the remaining amount. The third-party purchase loan is a short term debt from a lender, HouseMax Funding, LLC, with an interest rate of 9.99%. Loan matures on June 1, 2024, is interest only, with collateral as 1st lien deed of trust, with assignment of rents and fixtures and with no prepayment penalty. The monthly installment for the loan is $1,519.14. There will be additional operating costs in the future, such as real estate taxes, insurance, and maintenance, in addition to the monthly installment, but due to the variable nature of these expenses, the Company cannot make a reasonable estimate thereof at this time.
(5)	Closing costs: Amount paid to third-parties in association with the acquisition and includes title insurance, appraisal costs, closing costs and inspection costs.
(6)	Financing closing costs: It is third-party costs to secure financing for the acquisition, which includes origination fee and processing fee. None of these services were provided by the Manager or any affiliates.
(7)	Improvements and/or repairs: Property is currently marked as available for rent and ready to be occupied. Estimated amount for minor repairs for the property include fixing any chips on the countertop or a paint touch-up.
(8)	An affiliate of the Manager (Joseph Companies) represented the Company during the asset purchase process. A commission of 3% of acquisition price is received as buyer's agent based on the agreement with Seller's listing agent. The commission received as buyer's agent is for providing services such as scheduling viewings, submitting offers, negotiating purchase prices, and managing the closing process.
(9)	This is a “best efforts” offering with no minimum offering amount, and neither the Manager nor any other party has a firm commitment or obligation to purchase any of the Series Interests. The amount disclosed in the table is the Maximum Offering Amount for the Series Interests, however the actual proceeds raised in this Offering may be lower, in which case the proceeds available for repayment of advance to our Manager would be lower. In that instance, our Manager will elect to be repaid via receipt of Series Interests.
(10)	Total Available Series Interests available for sale as of the date of this Offering Circular is 883. The number of Tokens, which represent the digital courtesy copy of the Series Interests, is equal to the number of Series Interests. Series Interests or Tokens can’t be subdivided. Series Interests or Tokens can only be issued or transferred as a whole.

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Tirios Propco Series LLC – 283 Gabbro

Gross proceeds from the sale of Tirios Propco Series LLC – 283 Gabbro Series Interests will be $86,000, assuming the full amount of the offering is sold. The table below sets forth the uses of proceeds of the Company’s Tirios Propco Series LLC – 274 Gabbro Series Interests.

		Offering Proceeds (9) 25% Offering Sold				Percentage				Offering Proceeds (9) 50% Offering Sold				Percentage				Offering Proceeds (9) 75% Offering Sold				Percentage				Offering Proceeds (9) 100% Offering Sold				Percentage
Use of Proceeds
Repayment of advance from our Manager (1)		$	5,383				24.36	%		$	26,594				61.85	%		$	47,879				74.23	%		$	69,164				80.42	%
Broker Commission (2)		$	216				1.00	%		$	430				1.00	%		$	645				1.00	%		$	860				1.00	%
Working capital reserve		$	11,240				50.86	%		$	11,240				26.14	%		$	11,240				17.43	%		$	11,240				13.07	%
Acquisition fee (3)		$	4,736				21.43	%		$	4,736				11.01	%		$	4,736				7.34	%		$	4,736				5.51	%
Total (rounded up to nearest $100, a whole Series Interest)		$	21,600				97.65	%		$	43,000				100.00	%		$	64,500				100.00	%		$	86,000				100.00	%

(1)	Our Manager advanced funds to close on the acquisition. Our Manager is not receiving any fees or interest to advance these funds.

Breakdown of the advanced funds:
Equity at acquisition(4)		$	52,097
Closing costs(5)		$	5,329
Financing closing costs(6)		$	4,442
Improvements and/or repairs(7)		$	212
Commission received by Manager as Buyer’s Agent(8)		$	7,104
		$	69,164

(2)	We have agreed to pay Dalmore Group, LLC, as Broker, a commission of 1% of offering proceeds. All other offering costs will be borne by our Manager.
(3)	Acquisition fee is calculated as 2 % of Purchase price of $236,805 as $4,736.

(4)	The purchase price for the property was $236,805. The Series obtained a third-party purchase loan in the amount of $177,604 and our Manager advanced the remaining amount. The third-party purchase loan is a short term debt from a lender, HouseMax Funding, LLC, with an interest rate of 9.99%. Loan matures on June 1, 2024, is interest only, with collateral as 1st lien deed of trust, with assignment of rents and fixtures and with no prepayment penalty. The monthly installment for the loan is $1,478.55. There will be additional operating costs in the future, such as real estate taxes, insurance, and maintenance, in addition to the monthly installment, but due to the variable nature of these expenses, the Company cannot make a reasonable estimate thereof at this time.
(5)	Closing costs: Amount paid to third-parties in association with the acquisition and includes title insurance, appraisal costs, closing costs and inspection costs. None of these services were provided by the Manager or any affiliates.
(6)	Financing closing costs: It is third-party costs to secure financing for the acquisition, which includes origination fee and processing fee. None of these services were provided by the Manager or any affiliates.
(7)	Improvements and/ or repairs: Property is currently marked as available for rent and ready to be occupied. Estimated amount for minor repairs for the property include fixing any chips on the countertop or a paint touch-up.
(8)	An affiliate of the Manager (Joseph Companies) represented the Company during the asset purchase process. A commission of 3% of acquisition price is received as buyer's agent based on the agreement with Seller's listing agent. The commission received as buyer's agent is for providing services such as scheduling viewings, submitting offers, negotiating purchase prices, and managing the closing process .
(9)	This is a “best efforts” offering with no minimum offering amount, and neither the Manager nor any other party has a firm commitment or obligation to purchase any of the Series Interests. The amount disclosed in the table is the Maximum Offering Amount for the Series Interests, however the actual proceeds raised in this Offering may be lower, in which case the proceeds available for repayment of advance to our Manager would be lower. In that instance, our Manager will elect to be repaid via receipt of Series Interests.
(10)	Total Available Series Interests available for sale as of the date of this Offering Circular is 860. The number of Tokens, which represent the digital courtesy copy of the Series Interests, is equal to the number of Series Interests. Series Interests or Tokens can’t be subdivided. Series Interests or Tokens can only be issued or transferred as a whole.

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Tirios Propco Series LLC – 313 Mica

Gross proceeds from the sale of Tirios Propco Series LLC – 313 Mica Series Interests will be $102,200, assuming the full amount of the offering is sold. The table below sets forth the uses of proceeds of the Company’s Tirios Propco Series LLC – 274 Gabbro Series Interests.

		Offering Proceeds (9) 25% Offering Sold				Percentage				Offering Proceeds (9) 50% Offering Sold				Percentage				Offering Proceeds (9) 75% Offering Sold				Percentage				Offering Proceeds (9) 100% Offering Sold				Percentage
Use of Proceeds
Repayment of advance from our Manager (1)		$	6,091				23.70	%		$	31,337				61.32	%		$	56,681				73.90	%		$	81,926				80.16	%
Broker Commission (2)		$	257				1.00	%		$	511				1.00	%		$	767				1.00	%		$	1,022				1.00	%
Working capital reserve		$	13,580				52.84	%		$	13,580				26.58	%		$	13,580				17.71	%		$	13,580				13.29	%
Acquisition fee (3)		$	5,672				22.07	%		$	5,672				11.10	%		$	5,672				7.40	%		$	5,672				5.55	%
Total (rounded up to nearest $100, a whole Series Interest)		$	25,700				99.61	%		$	51,100				100.00	%		$	76,700				100.00	%		$	102,200				100.00	%

(1)	Our Manager advanced funds to close on the acquisition. Our Manager is not receiving any fees or interest to advance these funds.

Breakdown of the advanced funds:

Equity at acquisition(4)		$	62,389
Closing costs(5)		$	5,550
Financing closing costs(6)		$	5,124
Improvements and/or repairs(7)		$	355
Commission received by Manager as Buyer’s Agent		$	8,508
		$	81,926

(2)	We have agreed to pay Dalmore Group, LLC, as Broker, a commission of 1% of offering proceeds. All other offering costs will be borne by our Manager.
(3)	Acquisition fee is calculated as 2 % of Purchase price of $283,590 as $5,672.

(4)	The purchase price for the property was $283,590. The Series obtained a third-party purchase loan in the amount of $212,693 and our Manager advanced the remaining amount. The third-party purchase loan is a short term debt from a lender, HouseMax Funding, LLC, with an interest rate of 9.99%. Loan matures on June 1, 2024, is interest only, with collateral as 1st lien deed of trust, with assignment of rents and fixtures and with no prepayment penalty. The monthly installment for the loan is $1,770.67. There will be additional operating costs in the future, such as real estate taxes, insurance, and maintenance, in addition to the monthly installment, but due to the variable nature of these expenses, the Company cannot make a reasonable estimate thereof at this time.
(5)	Closing costs: Amount paid to third-parties in association with the acquisition and includes title insurance, appraisal costs, closing costs and inspection costs. None of these services were provided by the Manager or any affiliates.
(6)	Financing closing costs: It is third-party costs to secure financing for the acquisition, which includes origination fee and processing fee. None of these services were provided by the Manager or any affiliates.
(7)	Improvements and/ or repairs: Property is currently marked as available for rent and ready to be occupied. Estimated amount for minor repairs for the property include fixing any chips on the countertop or a paint touch-up.
(8)	An affiliate of the Manager (Joseph Companies) represented the Company during the asset purchase process. A commission of 3% of acquisition price is received as buyer's agent based on the agreement with Seller's listing agent. The commission received as buyer's agent is for providing services such as scheduling viewings, submitting offers, negotiating purchase prices, and managing the closing process .
(9)	This is a “best efforts” offering with no minimum offering amount, and neither the Manager nor any other party has a firm commitment or obligation to purchase any of the Series Interests. The amount disclosed in the table is the Maximum Offering Amount for the Series Interests, however the actual proceeds raised in this Offering may be lower, in which case the proceeds available for repayment of advance to our Manager would be lower. In that instance, our Manager will elect to be repaid via receipt of Series Interests.

(10)

Total Available Series Interests available for sale as of the date of this Offering Circular is 1,022. The number of Tokens, which represent the digital courtesy copy of the Series Interests, is equal to the number of Series Interests. Series Interests or Tokens can’t be subdivided. Series Interests or Tokens can only be issued or transferred as a whole.

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DESCRIPTION OF BUISNESS

Overview

The Company was formed on April 13, 2023, as a Delaware series limited liability company. The Company intends to acquire single-family properties with the intent of producing income under long-term leases of six months or more. The Company will establish a separate Series for each Underlying Asset. Notably, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series of the Company are intended to be enforceable against the assets of the applicable Series only, and not against the assets of the Company or its other Series.

We are currently wholly owned by our Manager, Tirios Corporation. Our Manager will also act as the manager for each Series and is expected to purchase 1%-20% of the Series Interests of each Series, although such ownership may be more or less as determined in our Manager’s sole discretion. Our Manager also owns and operates www.tirios.ai, an investment platform that provides both direct access and opportunity to individual investors to invest in fractional ownership of single-family income-producing properties of a size or quality that might otherwise be unavailable to individual investors.

We intend that each Series will be taxed either as a partnership or a Real Estate Investment Trust (REIT), as determined in our Manager’s sole discretion. The taxation election of each Series will be listed in the Series Offering Table.  

Acquisition Process

Generally, acquisitions will be negotiated and arranged by our Manager or its affiliates. Properties may be acquired by the Series designated to hold the Underlying Asset or by Tirios Corporation or one of its affiliates. The Company will then raise the equity needed to acquire and get the property ready for market and obtain a loan to finance a portion of such activities.

If our Manager or one of its affiliates purchases an Underlying Asset directly, then, after the relevant Series has obtained sufficient financing, it will sell the Underlying Asset to that Series for an amount equal to the original purchase price (including closing costs) plus holding costs, renovation and other related costs incurred prior to the sale to the Series as well as the fees due our Manager related to the Underlying Asset.

In cases where the Series purchases an Underlying Asset directly from a third-party seller, it will use the proceeds of the offering for that Series to purchase the Underlying our Manager or an affiliate may provide a loan to the Series to finance all or part of the purchase price of the Underlying Asset that would be repaid without interest from the proceeds of the offering.

Notwithstanding the foregoing, or Manager intends to invest in and own Series Interests at the same price as that offered to investors. It will do so by advancing money and the leaving some money in the deal and seeking reimbursement for the remaining amount or by investing directly into the offering.

Plan of Operations

Our investment strategy is to source and acquire single-family homes, lease them to suitable tenants on long-term leases, and manage and operate these rentals.  We will focus primarily on acquiring market-ready properties, including newly constructed properties, in neighborhoods with strong rental demand and in geographic locations that provide stable income and long-term appreciation and growth. Our acquisition strategy does not include significant rehabilitation projects. We intend to hold our properties for 7 to 10 years.

We will leverage our Manager’s industry expertise, as well as its proprietary technology to source, analyze, and underwrite properties that meet our investment objectives and to manage these rentals on an efficient basis. Our Manager will serve as the property manager for each of our properties.

As discussed below, we can achieve our investment objective by leveraging strong tailwinds and carefully navigating any headwinds in the business.

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·	Early stages in evolving segment: Until recently, the single-family home rental market has been highly fragmented5, comprised primarily of private and individual property investors in local markets, and there have been very few large-scale, national market owners/operators due primarily to the challenge of efficiently scaling the acquisition and management of many individual homes. The Company believes there is a unique opportunity to acquire homes at attractive prices and intends to leverage its management team's expertise and experience in rapidly building an institutional-quality, professionally managed business.
·	Improve customer rental experience: The Company believes it will be able to set a high watermark for the industry by being responsive and caring about the well-being of the tenants.
·	Work from home and impact of COVID-19: COVID-19 has accelerated the move to the suburbs as permanent work-from-home arrangements are reverberating across the industry, increasing the demand for single-family rental homes.
·	Demographic changes: Population growth will add millions of new rental households6 over the next decade. Single-family homes offer a good solution for millennials starting families and looking to move into larger spaces.
·	Home affordability: We believe that affordability continues to be the biggest impediment to home ownership7 and with home prices rising faster than wages in some of the locations where we are investing8, and the existence of high levels of student debt9, rental remains a viable and, at times, the only option for many households. We believe that single-family home rentals contribute to the solution to the housing affordability problem by helping individuals and families live in great neighborhoods without the cost of homeownership.
·	Significantly less maintenance required: We intend to source higher quality properties, including newly built homes that are generally covered by a builder's warranty for 10 years for all building defects and two years for all household appliances, which typically results in higher customer satisfaction and higher investment returns in the long run.
·	Restricted supply: Inadequate housing supply at affordable levels is a significant challenge likely facing the housing market for years to come, which is projected to keep the rental demand high10.
·	Recession watch: Affordability and homeownership are likely to decrease in the case of an economic downturn, which generally benefits rental demand.
·	Debt financing: We believe that debt financing of Single-Family rental homes presents some challenges due to the status of single-family homes as an emerging asset class at institutional levels and is currently less prevalent among lenders. It is reasonable to believe that as the single-family rental asset class matures, lower volatility could allow securitizations and result in lower financing rates.
·	Increase in homeownership rate: Steep increase in homeownership rates (although less likely based on historical trends) may slow down the growth in demand for rental properties; however, we believe that the current customer base of more than 25 million renters in the United States is large enough that such increase in homeownership should have a minimal adverse impact for the Company and the industry.

⁵ According to Freddie Mac report on Single-Family Rentals, less than 2% of Single-Family Rentals are currently owned by institutional investors.

⁶ Joint Center for Housing Studies, Harvard University forecasts that increase in population will result in 4.2 million additional renter households by 2028 and 8.1 million additional renter households by 2038.

⁷ According to Freddie Mac survey, more than 60% of respondents say than affording the down payment is biggest challenge to home ownership.

⁸ One of analytic drive metrics used by Managing Member to shortlist locations across the U.S.

⁹ According to a Federal Reserve paper, student debt impacts home affordability and negatively impacts the home ownership rate, resulting in 80 percent of millennials reporting that their student loan debt is delaying them from buying a home.  The paper states that with tuition rates continuing to rise, students will need to borrow more in the future, leading to increased debt levels that could continue to depress homeownership rates.

¹⁰ Freddie Mac insight estimates approx. 1.6 million new housing units are required annually, about 30% more than current supply run-rate just to keep up, without addressing the pent-up shortage of 5 million plus units accumulated over the last decade according to CNBC.

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We expect to use between 60% to 75% financing leverage at the acquisition date based on the acquisition price, although such loan to value ratio may be higher or lower as determined in our Manager’s sole discretion. As with any liability, there is a risk that we may be unable to repay our obligations from the cash flow of our assets, which could lead to potential foreclosure if we cannot meet periodic payments or repay the debt when due.

High debt levels would cause us to incur higher interest charges and higher debt service payments. These factors could limit the amount of cash we have available to distribute and could result in a decline in the value of the properties. Please refer to Section “Risks Related to Financing”. Based on the current interest rate environment, we will look for opportunistic options for refinancing debt, including evaluating the cash-out refinancing options in the future.

Investment Criteria

We evaluate acquisitions against the following primary characteristics:

●	Homes with a minimum of three (3) bedrooms and one (1) bathroom;
●	Homes less than 30 years old;
●	Homes with a price range of $200,000 - $450,000 and a repair/improvement budget requirement of less than 10% of the home purchase price; and
●	MSA location with a population of more than 1 million.

Markets

The Company intends to purchase properties initially in the Austin, Dallas, and San Antonio MSAs. The Company and Manager are filing to transact business in Texas and our Manager is headquartered in Texas so that, through its agents, it may directly manage our initial properties. The Company has identified the following trends in those geographical regions:

Austin MSA, Texas 

Austin is the capital of the U.S. state of Texas; it is the 11th-most populous city in the United States, the fourth-most-populous city in Texas, and the second-most-populous state capital city after Phoenix, Arizona. Austin-Round Rock-Georgetown metropolitan statistical area ("Austin MSA) had an estimated population of 2,352,426 as of 2021, according to Census data. 90% of Austin residents have a high school degree or higher, while 46% hold a bachelor's degree or advanced degree.

Austin is one of the nation's most sought-after real estate markets and is home to numerous high-tech companies. Established tech companies and newer businesses alike are flocking to Austin for its lack of corporate and state tax, ample space for expansion and development, and highly educated workforce.¹¹.

The University of Texas at Austin is a key part of Austin’s economy and culture, and local labs account for major investments in R&D. Companies with corporate or regional headquarters in Austin include Apple, Tesla, AMD, Dell, Cirrus Logic, Home Depot, Legal Zoom, Oracle, and Vrbo.

Other companies with operations in Austin include Amazon, Cisco Systems, IBM, eBay, PayPal, Facebook, Google, HomeAway, and Xerox, helping the metro area earn the nickname Silicon Hills.

Census Bureau estimates show that Austin remains one of the top destinations for migrating talent. Austin ranked first among the 50 largest U.S. metros based on net migration as a percent of the total population in 2020. By 2050 the population of Austin’s MSA is projected to more than double in size to 4.5 million residents.

Dallas MSA

Dallas–Fort Worth–Arlington metropolitan statistical area ("Dallas MSA) had an estimated population of 7,759,615 as of 2021, according to Census data. Dallas is the 3rd largest city in Texas and the 4th largest metropolitan area in the country. Over 86% of the residents of Dallas are high school graduates or higher, while over 36% hold a bachelor's degree or an advanced degree.

¹¹ Milken Institute Best-Performing Cities 2022.

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Dallas MSA hosts various Fortune 500 companies, including Exxon Mobil, McKesson, American Airlines, AT&T, Southwest Airlines, CBRE, and AECOM. The Dallas metro is also a regional hub for financial services, information technology, telecommunications, transportation, and defense, which makes Dallas MSA one of the most diverse regional economies in the nation. Indeed, this diversification is one of the main drivers in the accelerated growth of the Dallas MSA economy, and its growing business services, financial, and tech sectors have allowed it to escape the impact of the oil downturn.

Dallas MSA is experiencing a growing tech hub scene amid the pandemic and is reported to have the sixth-largest tech-talent labor pool in the U.S.¹²

San Antonio MSA

San Antonio–New Braunfels metropolitan statistical area ("San Antonio MSA) had an estimated population of 2,601,788 as of 2021, according to Census data. San Antonio is the 2nd largest city in Texas, and San Antonio MSA is the 3rd largest MSA in Texas. Over 82% of San Antonio MSA residents have a high school degree or higher, while nearly 27% hold a bachelor's degree or advanced degree.

San Antonio MSA hosts diverse companies with corporate headquarters, including H-E-B supermarket chain, financial services and insurance company USAA, Rackspace, CPS Energy, Toyota Motor Manufacturing, Valero Energy, and Clear Channel Communications.

Other major employers in the San Antonio MSA include Lackland Air Force Base, Fort Sam Houston-U.S. Army Base, Methodist Healthcare System, City of San Antonio, Wells Fargo, JP Morgan Chase, and Bill Miller BBQ.

San Antonio Business Journal ranks San Antonio MSA as one of the most stable markets for rental activity in the U.S.

Marketing/Distribution Channels

We will market our rental properties primarily through the following platforms, among others:

	·	Multiple Listing Service;
	·	Zillow rentals;
	·	Trulia; and
	·	Tirios website,

Competition

The Company competes with many others engaged in real estate investment and management including but not limited to individuals, corporations, bank and insurance company investment accounts, real estate investment trusts, and private real estate funds. Significant increases in the number of listings for long-term rentals in the geographic areas where the Company’s properties are located, if not met by a similar increase in demand, is likely to cause downward pressure on rental rates and, potentially, impact the value of the Underlying Asset.

Employees

The Company does not have any employees. All services will be provided via our Manager and its employees and contractors. Our Manager has 2 full-time employees and 11 part-time employees or contractors.

Intellectual Property

All trademarks and intellectual property, including the tirios.ai domain and Platform will be held by our Manager, and the Company, our Series and investors will have no ownership rights in such intellectual property.

¹² Milken Institute Best-Performing Cities 2022.

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Allocation of Expenses

Tirios Corporation will be responsible for all offering expenses, except for the 1% commission payable to our Broker, and will not be reimbursed by the Company or any Series for offering expenses actually incurred. In general, these costs include legal, accounting, underwriting, filing and compliance costs, as applicable, related to the offering. If not otherwise available for payment out of offering proceeds, Tirios Corporation may advance acquisition expenses and that Series will reimburse our Manager for such costs.

In addition, each Series will be responsible for the costs and expenses attributable to the activities of the Company related to the Series including, but not limited to:

	●	fees, costs and expenses incurred in connection with the management of the Underlying Assets and preparing any reports and accounts of the Series, including, but not limited to, audits of the Series’ annual financial statements, tax filings and the circulation of reports to investors;
	●	insurance premiums or expenses;
	●	withholding or transfer taxes imposed on the Company or the Series or any of the Members;
	●	governmental fees imposed on the capital of the Company or the Series;
	●	legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, the Series or Manager in connection with the affairs of the Company or the Series, or relating to legal advice directly relating to the Company’s or the Series’ legal affairs;
	●	fees, costs and expenses of a third-party registrar and transfer agent appointed by the manager in connection with a series;
	●	indemnification payments;
	●	costs, fees, or payments related to interest or financing expenses for the Series;
	●	potential HOA or association fees related to the Underlying Assets;
	●	costs of any third parties engaged by our Manager in connection with the operations of the Company or the Series; and
	●	any similar expenses that may be determined to be operating expenses, as determined by our Manager in its reasonable discretion.
		If any fees, costs and expenses of the Company are not attributable to a specific Series, they will be borne proportionately across all of the Series (which may include future Series to be issued). Examples of situations where a cost cannot be attributed to a particular Series include annual EDGAR filer fees, annual audit fee for the Company, legal fees relating to annual reporting, and rent and utilities if the Series share the same office space. Our Manager will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy.

Regulation

As an owner/operator of rental properties, we are subject to federal, state and local regulations governing landlord-tenant relationships, tax regulations and licensing requirements that differ from state to state and city to city.

We are also subject to federal state and local laws that affect property ownership generally, including environmental laws, certificates of occupancy limitations, and laws related to accommodations for persons with disabilities. See the discussion in “Risk Factors” regarding some of these regulations and the risks they pose for our business.

Litigation

The Company is not a party to any current litigation.

Property Overview

Tirios Propco Series LLC – 274 Gabbro

On May 3, 2023, Tirios Propco Series LLC established Tirios Propco Series LLC – 274 Gabbro for the purpose of acquiring the property at 274 Gabbro Gardens, San Marcos, TX 78656 (“274 Gabbro Property”) from a third-party seller. An affiliate of our Manager entered into a purchase agreement to purchase the 274 Gabbro Property on March 8, 2023 and the transaction was closed May 12, 2023. The purchase price was $257,990.00 which, after incentives and discretionary reductions, was reduced to $243,305.00. The property was financed with a secured third-party loan in the amount of $182,479 and the equity has been advanced by our Manager, who will be reimbursed through offering proceeds.

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Address of Property		274 Gabbro Gardens, San Marcos, TX 78656
Property Details		274 Gabbro is a newly built home located in the San Marcos TX area.
Type of Property		Single-family detached home
Seller		Property was acquired from home builder Lennar Homes of Texas Sales and Marketing, LTD.
Square foot		1,325 square feet of interior
Acreage		Approximately 0.104 acres
Configuration		3 bedroom, 2 bath
Debt on property		$182,479.00
Property Funding		Property was acquired with 75% debt with an amount of $182,478.75 from a lender, HouseMax Funding, LLC. The remaining amount was advanced from our Manager for the acquisition.
Loan Terms		Property is financed with short term debt, with a loan amount of $182,478.75 and an interest rate of 9.99%. Loan matures on June 1, 2024, is interest only, with collateral as 1st lien deed of trust, with assignment of rents and fixtures and with no prepayment penalty.    The Company will evaluate refinancing options, including but not limited to sourcing a new short-term one-year loan with another lender, negotiating an extension with the current lender, or sourcing a long-term loan with a maturity ranging between 5 to 10 years. The financing options would be evaluated based on market conditions prevailing near the maturity date.
Intended improvements and repairs		Estimated to cost $280.00 and be completed in less than 30 days after the date of this Offering Circular.
Expected average monthly rate		$1,850.00
Rental History		It is a newly built home with no prior rental history.
Property Status		Property is currently marked as available for rent and ready to be occupied.
Taxation		Partnership
Sale of property		Our Manager is authorized to dispose of the property without approval from investors. The Company anticipates holding the property for 7 to 10 years, although such time may be shorter or longer as determined by our Manager in its sole discretion.

Tirios Propco Series LLC – 283 Gabbro

On May 3, 2023, Tirios Propco Series LLC established Tirios Propco Series LLC – 283 Gabbro for the purpose of acquiring the property at 283 Gabbro Gardens, San Marcos, TX 78656 (“283 Gabbro Property”) from a third-party seller. An affiliate of our Manager entered into a purchase agreement to purchase the 283 Gabbro Property on March 8, 2023 and the transaction was closed May 12, 2023. The purchase price was $255,990.00 which, after incentives and discretionary reductions, was reduced to $236,805.00. The property was financed with a secured third-party loan, in the amount of $182,479 and the equity has been advanced by our Manager, who will be reimbursed through offering proceeds.

Address of Property		283 Gabbro Gardens, San Marcos, TX 78656
Property Details		283 Gabbro is a newly built home located in the San Marcos TX area.
Type of Property		Single-family detached home
Seller		Property was acquired from home builder Lennar Homes of Texas Sales and Marketing, LTD.
Square foot		1,325 square feet of interior
Acreage		Approximately 0.101 acres
Configuration		3 bedroom, 2 bath
Debt on property		$177,604.00
Property Funding		Property was acquired with 75% debt with an amount of $ 177,603.75 from a lender, HouseMax Funding, LLC. The remaining amount was advanced from our Manager for the acquisition.
Loan Terms		Property is financed with short term debt, with a loan amount of $177,603.75 and an interest rate of 9.99%. Loan matures on June 1, 2024, is interest only, with collateral as 1st lien deed of trust, with assignment of rents and fixtures and with no prepayment penalty.   The Company will evaluate refinancing options, including but not limited to sourcing a new short-term one-year loan with another lender, negotiating an extension with the current lender, or sourcing a long-term loan with a maturity ranging between 5 to 10 years. The financing options would be evaluated based on market conditions prevailing near the maturity date.
Intended improvements and repairs		Estimated to cost $212.00 and be completed in less than 30 days after the date of this Offering Circular.
Expected average monthly rate		$1,825.00
Rental History		It is a newly built home with no prior rental history.
Property Status		Property is currently marked as available for rent and ready to be occupied.
Taxation		Partnership
Sale of Property		Our Manager is authorized to dispose of the property without approval from investors. The Company anticipates holding the property for 7 to 10 years, although such time may be shorter or longer as determined by our Manager in its sole discretion.

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Tirios Propco Series LLC – 313 Mica

On May 3, 2023, Tirios Propco Series LLC established Tirios Propco Series LLC – 313 Mica for the purpose of acquiring the property at 313 Mica Trail, San Marcos, TX 78656 (“313 Mica Property”) from a third-party seller. An affiliate of our Manager entered into a purchase agreement to purchase the 313 Mica Property on March 8, 2023 and the transaction was closed May 12, 2023. The purchase price was $299,990.00 which, after incentives and discretionary reductions, was reduced to $283,590.00. The property was financed with a secured third-party loan in the amount of $212,693 and the equity has been advanced by our Manager, who will be reimbursed through offering proceeds.

Address of Property		313 Mica Trail, San Marcos, TX 78656
Property Details		313 Mica is a newly built home located in the San Marcos TX area.
Type of Property		Single-family detached home
Seller		Property was acquired from home builder Lennar Homes of Texas Sales and Marketing, LTD.
Square foot		1,879 square feet of interior
Acreage		Approximately 0.104 acres
Configuration		4 bedroom, 2 bath
Debt on property		$212,693.00
Property Funding		Property was acquired with 75% debt with an amount of $212,692.50 from a lender, HouseMax Funding, LLC. The remaining amount was advanced from our Manager for the acquisition.
Loan Terms		Property is financed with short term debt, with a loan amount of $212,692.50 and an interest rate of 9.99%. Loan matures on June 1, 2024, is interest only, with collateral as 1st lien deed of trust, with assignment of rents and fixtures and with no prepayment penalty.
Intended improvements and repairs		Estimated to cost $355.00 and be completed in less than 30 days after the date of this Offering Circular.
Expected average monthly rate		$2,100.00
Rental History		It is a newly built home with no prior rental history.
Property Status		Property is currently marked as available for rent and ready to be occupied.
Taxation		Partnership

Sale of Property

Our Manager is authorized to dispose of the property without approval from investors. The Company anticipates holding the property for 7 to 10 years, although such time may be shorter or longer as determined by our Manager in its sole discretion.

DESCRIPTION OF

PROPERTIES

We do not have physical offices. The Series own each of the properties listed in “Description of Business – Property Overview.”

Besides the three Properties identified above, we have not entered into any agreement to acquire additional properties at this time. We evaluate hundreds of properties on a regular basis. We consider identifying the property for acquisition when we enter into a purchase and sales agreement with the seller.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Overview

Tirios Propco Series LLC was formed on April 13, 2023 in the State of Delaware as a series limited liability company. Since its formation, the Company has been engaged primarily in formulating its business plan, sourcing and performing due diligence on and acquisition our first properties, and developing the financial, offering and other materials to begin fundraising. We are considered to be a development stage company, since we are devoting substantially all of our efforts to establishing our business.

Results of Operations

The Company has had no significant operations and no revenues as of the date of this Offering Circular. The Company has acquired its initial properties and intends to enter into leases for such properties in the near future.

Liquidity and Capital Resources

Due to its recent formation, the Company has no cash, assets or liabilities reflected on its balance sheet; however, it has acquired three properties since the date of its balance sheet. The Company’s capital resources will be derived from operating cash flow and from proceeds from this offering. The Series will be dependent on the net proceeds from this offering for funding to reimburse our Manager for these assets. For information regarding the anticipated use of proceeds from this offering, see “Use of Proceeds.”

The Company’s financial statements have been prepared assuming the Company will continue as a going concern. The Company is newly formed and has not generated revenue from operations. The Company will require additional capital until revenue from operations are sufficient to cover operational costs. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

During the next 12 months, the Company intends to fund operations through Manager advances and debt and/or equity financing. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development and operations, which could harm its business, financial condition and operating results.

Trend Information

The Company has a limited operating history and no historical operating data for trend analysis. Nonetheless, the Company’s business is subject to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. Events including, but not limited to, recession; inflation; downturn or otherwise; government regulations and political policies; travel restrictions; changes in the real estate market; and interest-rate fluctuations could have a material adverse effect on the Company’s financial condition and the results of its operations.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

In accordance with the Operating Agreement and the Series Designations our Manager, Manager for our Series and initial Member of the Company and each Series is Tirios Corporation. Tirios Corporation’s officers, directors and key employees are as follows:

Name		Position		Age		Term of Office (if indefinite, give date appointed)		Full Time/ Part Time
Sachin Latawa		Chief Executive Officer, Chief Financial Officer, Secretary, Director		44		May 2020 - Present		Full Time
Sammie Joseph III		Head of Capital Markets		41		December 2022 - Present		Full Time

Sachin Latawa

Sachin Latawa, sole officer and Director. Sachin has served as sole officer and Director of our Manager since its inception in 2020. 

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Prior to Tirios, Sachin served as Chief Financial Officer of Builders Capital, a lending company providing financing for single-family and multi-family construction with over $500 million in Loans under Management. Before joining Builders Capital in late 2018, Sachin served as the Chief Financial Officer of the Real Estate Segment of Icahn Enterprises (NASDAQ: IEP). During his tenure, Sachin oversaw $1.1 billion in AUM and over $1 billion in real estate transactions, including homebuilding operations, residential master plan communities, distressed assets, net lease office properties, resort operations, industrial warehouses, and other asset classes. Sachin served on the Board of Directors for Voltari Corporation (OTC: VLTS) from 2017 to 2019, where he was responsible for providing Voltari Corporation with insights into real estate business operations. Prior to joining Icahn Enterprises in 2015, Sachin served as Vice President M&A at Fortress Investment Group, where his responsibilities included overseeing M&A transactions and the public listing process for various REITs managed by Fortress. Before joining Fortress in 2014, Sachin held multiple positions with PwC Transaction Services, most recently as a Director and led Merger & Acquisitions, IPO, and advisory engagements for various Private Equity clients, including Apollo Global Management. Prior to joining PwC, Sachin held Senior Associate position with Deloitte & Touche and Senior Analyst position with Oracle Corporation.

Sachin is a Harvard University alumnus who has completed Advanced Real Estate Management Program at Harvard University. Sachin had previously completed the Real Estate Management Program from Harvard University and Business Analytics Certificate from Wharton School of Business. Sachin is a Certified Public Accountant in the United States and a Chartered Accountant in India. He holds a Bachelors' Degree in Commerce from Delhi University, India, and an MBA from the Institute of Management Technology, India.

Sammie Joseph III

Sammie Joseph III is an accomplished finance and real estate professional. Sammie previously co-founded Joseph Companies LLC, a real estate investment company focused on multi-family acquisition and development with over $150 million in assets. Sammie's responsibilities as co-founder included managing risk and building and managing an internal management company that oversaw the day-to-day operations.

Sammie's most recent financial role was at the American Bank of Commerce (ABC Bank) from 2016-2020, where he served as the Vice President of Commercial Lending. His responsibilities included originating and managing a $250 million commercial loan portfolio and a $40 million deposit portfolio. Prior to joining ABC Bank, Sammie worked at Independent Financial (NASDAQ: IBTX; 2012-2016), where he was responsible for managing the day-to-day operations and employees for the Central Texas region, which consisted of approximately eight branches, totaling $800 million in commercial loans and $250 million in deposits. He originated $175 million in commercial loans and maintained $35 million in deposits.

Sammie began his finance career as a senior analyst and later Vice President of Commercial Lending at Horizon Bank (2006-2012), where he originated over $150 million in commercial acquisition and development loans and maintained deposit relationships exceeding $25 million. Sammie also began Horizon Bank's SBA division, which is now one of the most profitable divisions of the bank.

Sammie graduated with honors from the University of Texas at Austin with a major in Economics and a minor in Business Foundations. He holds a Master’s in Business Administration from Baylor University’s Hankamer School of Business.

To the best of our knowledge, none of our Manager’s management has, during the past five years:

● been convicted in a criminal proceeding (excluding traffic violations and other minor offences); or

● had any petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.

COMPENSATION OF MANAGER

As the date of this Offering Circular, the Company has not compensated our Manager or any director or executive officer of Tirios Corporation for their services to Tirios Propco Series LLC. Rather, Tirios Corporation will receive management fees from the Company as below described.

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Fees

Acquisition Fee: Upon the closing of the acquisition of any Series Asset, our Manager shall receive an Acquisition fee between two percent ( 2 %) and eight percent (8%) of the gross purchase price for such Series Asset. For the existing Properties, the following Acquisition fees were charged: 274 Gabbro ($4,866); 283 Gabbro ($4,736); and 313 Mica ($5,672).

Asset Management Fees: On a quarterly basis beginning on the first quarter end date following the initial closing date of the issuance of Series Interests, the Series will pay our Manager a management fee, payable quarterly in arrears, equal to 0.25% (1% annualized) of Net Asset Value as of the last day of the immediately preceding quarter. “Net Asset Value” at any date means the current market value of a Series’ total Series Assets, less liabilities, determined by our Manager in its sole discretion. We may, but are not obligated to, obtain a third-party valuation of the assets of the Series to determine “Asset Value.” Our Manager may waive this fee for any year in its sole discretion.

Property Management Fee: Our Manager or its designated Affiliate will receive a Property Management Fee of $59.00 per month for each real property Asset held by a Series.

Commission as Buyer's Agent:  Our Manager or an affiliate of the Manager will represent the Company during the asset purchase process and could receive a commission as buyer's agent, which is typically between 0% to 3% of the acquisition price, based on the agreement with Seller's listing agent. The commission received as buyer's agent is for providing services such as scheduling viewings, submitting offers, negotiating purchase prices, and managing the closing process. Commission for services as Buyer's Agent is paid by Seller at the time of closing. For the existing Properties, the commission as buyer's agent was 274 Gabbro ($7,299), 283 Gabbro ($7,104), and 313 Mica ($8,508).   

Other Services: We may retain certain of the Managing Member’s Affiliates, for services relating to Series Assets or operations of the Company or a Series, including any administrative services, construction, brokerage, leasing, development, financing, title, insurance, property oversight and other asset management services. Any such arrangements will be at market terms and rates, as determined by the Managing Member. We cannot make a reasonable estimate at this time if any of the Other Services, if at all, would be provided by any affiliates and any applicable fees that may be incurred in the future.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of the Company’s capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of the Company’s capital stock as of the date of this Offering Circular.  

Title of class		Name and address of beneficial owner		Amount and nature of beneficial ownership		Amount and nature of beneficial ownership acquirable		Percent of class (1)		Percent of voting power
Membership Interest		Tirios Corporation(1) 8 The Green A, Dover, DE 19902		100% of Membership Interests of Tirios Propco Series LLC		n/a		100%		100%

1. Tirios Corporation is controlled by Sachin Latawa.

Our Manager will serve as the initial Member for each Series and will purchase 1%-20% of Series Interests through our offering and may purchase more or less as determined in its sole discretion.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Related Party Transactions

Except as described herein (or within the section entitled “Compensation of Directors and Executive Officers” of this report), none of the following parties (each a “Related Party”) has, since inception, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

		●	any of our Manager, or its executives, directors, or 10% or more shareholders;
		●	any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding interests; or
		●	any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

Pursuant to our Operating Agreement, we have agreed to pay our Manager certain fees as detailed in “Compensation Of Directors And Executive Officers.”

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Our Manager has been issued membership interests in our Company and is the initial Member of Tirios Propco Series LLC – 274 Gabbro, Tirios Propco Series LLC – 283 Gabbro, and Tirios Propco Series LLC – 313 Mica. As a Member, our Manager has executed and is a party to our Operating Agreement.

Conflicts of Interest

The Company is subject to various conflicts of interest arising out of its relationship our Manager and its affiliates.

The sole officer and director of Tirios Corporation has legal obligations with respect to our Manager which may conflict with him acting in our best interests, especially in the even of a conflict between us and our Manager. In such instances, it is expected that his loyalty will be to our Manager and not the Company.  

From time to time, our Manager and its affiliates may create new entities that will acquire real estate assets that are in the same asset class or might compete with the assets acquired by the Company. Our Manager will, in its sole discretion, determine which entity will be responsible for acquiring a specific asset and some assets that could be acquired by or benefit the Company may be allocated to another entity owned or controlled by our Manager or its affiliates.

The Company relies on Tirios Corporation professionals and other staff for the day-to-day operation of the Company and the Series. These persons will face conflicts of interest in allocating their time among the Company, Tirios Corporation, other related entities and other business activities in which they are involved. However, the Company believes that Tirios Corporation and its affiliates have sufficient professionals to fully discharge their responsibilities to the Company.

Our Manager’s interests in our revenues and distributions may cause its management to make more risky business decisions than they would otherwise in the absence of such carried interest.

Certain legal, accounting and other advisors, including real estate brokers, of our Company may also serve as representatives or agents of our Manager or its Members or affiliates. As a result, conflicts of interests could arise and in such cases, such representatives or agents may have to withdraw from representation of our Company if such conflicts cannot be resolved.

The Company does not have any formal policies in place to resolve conflicts of interest.

SECURITIES BEING OFFERED

The following descriptions of the Company’s Series Interests, certain provisions of Delaware law, the Series Designation for each Series and our Operating Agreement are summaries and are qualified by reference to Delaware law, the Series Designation of the relevant Series and our Operating Agreement, which are included as Exhibits to the Offering Statement of which this Offering Circular is a part.

Our Manager may amend any of the terms of our Operating Agreement or any Series Designation as it determines in its sole discretion. However, no amendment to our Operating Agreement may be made without the consent of the holders holding a majority of the outstanding Series Interests, that: (i) decreases the percentage of outstanding Series Interests required to take any action under the Agreement; (ii) materially adversely affects the rights of any of the Members holding Series Interests (including adversely affecting the holders of any particular Series Interests as compared to holders of other Series Interests); (iii) modifies Section 11.1(a) of the Operating Agreement or gives any person the right to dissolve the Company; or (iv) modifies the term of the Company.

Our Operating Agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our Manager. Our Operating Agreement provides that our Manager, in exercising its rights in its capacity as Manager, will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors and will not be subject to any different standards imposed by our Operating Agreement, the Delaware Limited Liability Company Act, or under any other law, rule, or regulation, or in equity. The Operating Agreement allows our Manager and its affiliates to have other business interests, including those that compete with the Company.

The laws of the State of Delaware permit a Company to eliminate or alter the fiduciary duties of its Manager, or other persons, and replace them with the standards set forth in our Operating Agreement. Provisions eliminating or altering the fiduciary duties of a Company’s Manager, officers, or its affiliates (“fiduciary covered persons”) are inconsistent with federal securities laws and the SEC’s views on such fiduciary covered persons’ fiduciary duties. Nothing in the Operating Agreement modifying, restricting, or eliminating the duties or liabilities of our Manager, officers, or its affiliates shall apply to, or in any way limit, the duties (including state law fiduciary duties of loyalty and care) or liabilities of such fiduciary covered persons with respect to matters arising under the federal securities laws.

Distributions

Pursuant to our Operating Agreement, and any Series Designation, any Free Cash Flows of each Series will be applied and distributed 100% to the Members of such Series on a pro rata basis (which, for the avoidance of doubt, may include our Manager or its affiliates that hold Series Interests).

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For each Series that has elected to be taxed as a REIT, we will be required to distribute 90% of the Series’ “REIT taxable income” (computed without regard to deduction for dividends paid and our net capital gains); plus 90% of the Series’ net income (after tax), if any, from foreclosure property (as described below); minus the sum of specified items of non-cash income that exceeds a percentage of the Series income. 

“Free Cash Flows” means any available cash for distribution generated from the net income received by a Series, as determined by our Manager to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of such Series); (ii) any amortization of the relevant Underlying Asset (as shown on the income statement of such Series); (iii) any depreciation of the relevant Underlying Asset (as shown on the income statement of such Series); and (iv) any other non-cash Operating Expenses, less (a) any capital expenditure related to the Underlying Asset (as shown on the cash flow statement of such Series); (b) any other liabilities or obligations of the Series, including interest payments on debt obligations and tax liabilities and fees to Tirios Corporation and its affiliates, in each case to the extent not already paid or provided for; (c) upon the termination and winding up of a Series or the Company, all costs and expenses incidental to such termination and winding up as allocated to the relevant Series in accordance with the terms of the Operating Agreement, and (d) reserves in such amount as determined by our Manager.

General Restrictions on Transfer

All Series Interests will be issued in electronic form only and will not be listed or quoted on any national securities exchange. We expect that after a Series’ Offering has concluded, the Secondary Trading Platform will be a venue available for the potential resale of such Series’ Shares through the Broker Dealer, as a broker dealer member of the Secondary Trading Platform; provided, however, such resale of a Series’ Shares will be subject to federal and state securities laws and the restrictions in the Operating Agreement, and there can be no assurance that an active market for any Series Interests will develop on the Secondary Trading Platform, that the Secondary Trading Platform will be available to allow resales of Series Interests to residents of all states, or that the Secondary Trading Platform will be available at all. For these reasons, investors must be prepared to hold their Series Interests indefinitely.

The Secondary Trading Platform is only available on the Tirios Platform and prospective Subscribers must create an account before being permitted to access the Secondary Trading Platform.

No Transfer of any Series Interest, whether voluntary or involuntary, will be valid or effective, and no transferee will become a substituted Member, unless the written consent of our Manager has been obtained, which consent may be withheld in its sole and absolute discretion. Furthermore, no transfer of any Series Interests, whether voluntary or involuntary, will be valid or effective unless our Manager determines, after consultation with legal counsel acting for the Company that such transfer will not, unless waived by our Manager:

● result in the transferee directly or indirectly owning in excess of 19.9% of the aggregate outstanding Series Interests;

● result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of any Series, as specified in Section 12(g)(1)(A) (ii) of the Exchange Act, unless the Series Interests have been registered under the Exchange Act or the Company is otherwise an Exchange Act reporting company;

● cause all or any portion of the assets of the Company or any Series to constitute plan assets for purposes of the Employee Retirement Income Security Act of 1974;

● adversely affect the Company or such Series, or subject the Company, the Series, our Manager or any of their respective affiliates to any additional regulatory or governmental requirements or subject the Company, any Series, our Manager or any of their respective affiliates to any tax to which it would not otherwise be subject;

● require registration of the Company, any Series or any Series Interests under any securities laws of the United States of America, any state thereof or any other jurisdiction; or

● violate or be inconsistent with any representation or warranty made by the transferring Member.

Additionally, unless and until the Series Interests of our company are listed or quoted for trading, there are restrictions on the holder’s ability to pledge the Series Interests. There can be no assurance that we will, or will be able to, register the interests for resale and there can be no guarantee that a liquid market for the interests will develop. Therefore, investors may be required to hold their interests indefinitely. Please refer to our Operating Agreement and the subscription agreement for additional information regarding these restrictions. To the extent certificated, the interests issued in each offering will bear a legend setting forth these restrictions on transfer and any legends required by federal and state securities laws.

The transferring interest holder is responsible for all costs and expenses arising in connection with any proposed transfer (regardless of whether such transfer is completed) including any legal fees incurred by the Company or any broker or dealer, any costs or expenses in connection with any opinion of counsel and any transfer taxes and filing fees. Our Manager or its affiliates will acquire interests in each Series for their own accounts and may, from time to time and only in accordance with applicable securities laws (which may include filing an amendment to this Offering Circular), transfer these interests, either directly or through brokers or otherwise.

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Further Restrictions of Transfers related to REIT Series

The following provisions apply only to Series that have elected to be treated as a REIT.

In order for any of our Series to qualify as a REIT under the Internal Revenue Code, Series Interests of each such Series must be owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be taxed as a REIT has been made) or during a proportionate part of a shorter taxable year. Also, under Section 856(h) of the Internal Revenue Code, a REIT cannot be “closely held.” In this regard, not more than 50% of the value of a Series Interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made). See the section entitled “U.S. Federal Income Tax Considerations” in this Offering Circular for further discussion on this topic.

The relevant sections of our Operating Agreement provide that, after the completion of an offering of a Series and subject to the exceptions described below, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Internal Revenue Code, more than 9.8% (in value or number of interests, whichever is more restrictive) of the aggregate of our outstanding interests or total capital stock or more than 9.8% (in value or number of interests, whichever is more restrictive) of a Series’ Interests when such Series is to be taxed as a REIT; we refer to these limitations as the “ownership limits.”

The constructive ownership rules under the Internal Revenue Code are complex and may cause interests actually or constructively by a group of related individuals or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% in value of the aggregate of our outstanding Series Interests or total capital stock of a Series and 9.8% (in value or in number of interests, whichever is more restrictive) of any series (or the acquisition of an interest in an entity that owns, actually or constructively, stock by an individual or entity) could, nevertheless, cause that individual or entity, or another individual or entity, to violate the ownership limits.

Our Manager may, upon receipt of certain representations, undertakings and agreements and in its sole discretion, exempt (prospectively or retroactively) any person from the ownership limits and establish a different limit, or excepted holder limit, for a particular person if the person’s ownership in excess of the ownership limits will not then or in the future result in us failing the “closely held” test under Section 856(h) of the Internal Revenue Code (without regard to whether the person’s interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT. In order to be considered by our manager for exemption, a person also must not own, actually or constructively, an interest in one of our tenants (or a tenant of any entity which we own or control) that would cause us to own, actually or constructively, more than a 9.9% interest in the tenant unless the revenue derived by us from such tenant is sufficiently small that, in the opinion of our manager, rent from such tenant would not adversely affect our ability to qualify as a REIT. The person seeking an exemption must provide such representations and undertakings to the satisfaction of our manager that it will not violate these two restrictions. The person also must agree that any violation or attempted violation of these restrictions will result in the automatic transfer to a trust of the interests causing the violation. As a condition of granting an exemption or creating an excepted holder limit, our manager may, but is not be required to, obtain an opinion of counsel or private ruling from the Service satisfactory to our manager with respect to our qualification as a REIT and may impose such other conditions or restrictions as it deems appropriate.