Last Updated: March 4, 2026
CRITICAL NOTICE
INVESTMENT IN REAL ESTATE AND FRACTIONAL OWNERSHIP INVOLVES SUBSTANTIAL RISK AND MAY RESULT IN THE TOTAL LOSS OF YOUR INVESTMENT.
THIS IS NOT AN OFFER TO SELL SECURITIES. No securities are currently being offered or sold. Any future offerings will be made only through a qualified Reg A+ Offering Circular filed with the SEC.
This Risk Disclosure describes potential risks associated with fractional real estate investment in short-term rental (STR) properties. You should carefully consider these risks before making any investment decision. This disclosure is not exhaustive — additional risks may exist.
You may lose some or all of your investment. Real estate investments are subject to market fluctuations, economic conditions, and operational challenges. There is no guarantee of returns, and you should only invest money you can afford to lose.
Target yields (e.g., 8-14%) are projections only and not guarantees. Actual returns may be significantly lower or negative. Past performance of similar investments does not predict future results.
Fractional real estate investments are highly illiquid. You will not be able to sell your shares quickly or easily. There is no secondary market for these investments. Plan to hold your investment for the full 3-7 year term.
These are long-term investments, typically 3-7+ years. You should not invest if you need access to your capital in the short term.
Real estate values fluctuate based on economic conditions, interest rates, supply/demand dynamics, and local market factors. A market downturn could significantly reduce your investment value.
Property values may decrease due to:
Properties may experience periods of vacancy during which they generate no rental income. Extended vacancies can significantly impact returns and may require capital calls to cover expenses.
Property expenses may exceed projections, including:
Properties require ongoing maintenance and may require unexpected major repairs (roof, HVAC, plumbing, etc.). These costs reduce returns and may require additional capital contributions.
Properties may be damaged or destroyed by hurricanes, floods, earthquakes, or other natural disasters. Insurance may not cover all losses, and reconstruction can be costly and time-consuming.
STR regulations can change suddenly. Cities may:
Regulatory changes could eliminate or significantly reduce rental income.
STR properties typically rely on platforms like Airbnb and Vrbo. Changes to these platforms (fees, policies, algorithms) could negatively impact bookings and revenue.
STR demand is often highly seasonal. Off-season periods may generate little or no income while expenses continue.
Increased competition from new STR properties, hotels, or alternative accommodations may reduce occupancy rates and force price reductions.
STR properties face risks from:
As a fractional owner, you have no direct control over property management, operations, or major decisions. You must rely on HotelierX and its management team.
Returns depend heavily on the quality of property management. Poor management can result in:
HotelierX earns fees from acquisitions, operations, and management. These fees may create conflicts between the company's interests and investor interests.
There is currently no secondary market for your investment:
Additional capital raises or ownership issuances could dilute your ownership percentage and reduce your proportional returns.
HotelierX is a startup company with no operating history. Startups face high failure rates. The company may:
The company may fail to execute its business plan effectively, including:
The company's success depends on key personnel, particularly the founder. Loss of key personnel could negatively impact operations and performance.
The platform relies on technology systems that may experience:
The company may be unable to raise sufficient capital to fund operations and acquisitions. This could result in:
Securities offerings are subject to complex regulations. Regulatory changes or enforcement actions could:
Future offerings are planned under Regulation A+, which requires SEC qualification. The SEC may:
The company and properties may be subject to lawsuits, including:
Litigation is expensive and time-consuming and can result in significant losses.
Tax treatment of fractional real estate investments is complex and may change. You should consult a tax advisor. Potential tax risks include:
An economic downturn could severely impact:
Rising interest rates can:
While real estate can hedge against inflation, high inflation may:
Real estate markets may correlate with broader financial markets during crises, reducing diversification benefits.
Pandemics, natural disasters, terrorism, war, or other catastrophic events can:
The COVID-19 pandemic demonstrated that such events can have severe and prolonged impacts on STR properties.
Initial properties are planned for Miami, which faces specific risks:
This Risk Disclosure is not comprehensive. Additional risks exist that are:
IMPORTANT RECOMMENDATIONS:
This Risk Disclosure is not investment advice. You should make your own independent evaluation with the assistance of qualified advisors. HotelierX and its representatives do not provide investment, financial, legal, or tax advice.
By joining the HotelierX waitlist or expressing interest in future offerings, you acknowledge that you have read and understood this Risk Disclosure and that you understand that real estate investment involves substantial risk of loss.
Questions about risks? Contact us:
HotelierX Inc.
Email: investor-relations@hotelierx.com
Website: www.hotelierx.com
© 2026 HotelierX Inc. All rights reserved. This Risk Disclosure is effective as of March 4, 2026. Investors will receive more detailed risk disclosures in any future Offering Circular.