Risks Factors

Gypsy has not yet filed with the SEC. This document acts as a precursor to filing. This document may not contain all risks, nor may the information be correct.

Investing in our Gypsy tokens is speculative and involves substantial risks. You should purchase these tokens only if you can afford a complete loss of your investment.

• We depend on our Manager to select our investments and conduct our operations. We will pay fees and expenses to our Manager and its affiliates that were not determined on an arm’s length basis, and therefore we do not have the benefit of arm’s length negotiations of the type normally conducted between unrelated parties. These fees increase your risk of loss.

• We have no operating history, and as of the date of this offering circular. Therefore, there is no assurance that we will achieve our investment objectives.

• This is a “blind pool” offering because we have not identified any investments to acquire with the net proceeds of this offering. You will not be able to evaluate our investments prior to purchasing tokens.

• Our Manager’s executive officers, key real estate and debt finance professionals are also officers, directors, managers and/or key professionals of our sponsor and its affiliates. As a result, they will face conflicts of interest, including time constraints, allocation of investment opportunities and significant conflicts created by our Manager’s compensation arrangements with us and other affiliates of our sponsor.

• This offering is being made pursuant to recently adopted rules and regulations under Regulation A of the Securities Act of 1933, as amended, or the Securities Act. The legal and compliance requirements of these rules and regulations, including ongoing reporting requirements related thereto, are relatively untested.

• If we raise substantially less than the maximum offering amount, we may not be able to acquire a diverse portfolio of investments and the value of your tokens may vary more widely with the performance of specific assets. We may commence operations with as little as $1,200,000 (including proceeds from common shares purchased by affiliates of our Manager).

• If we internalize our management functions, your interest in us could be diluted and we could incur other significant costs associated with being self-managed.

• We may change our investment guidelines without tokenholder consent, which could result in investments that are different from those described in this offering circular.

• Although our distribution policy is not to use the proceeds of this offering to make distributions, our organizational documents permit us to pay distributions from any source, including offering proceeds, borrowings or sales of assets. We have not established a limit on the amount of proceeds we may use to fund distributions. If we pay distributions from sources other than our cash flow from operations, we will have less funds available for investments and your overall return may be reduced. Our sponsor has agreed to purchase our common shares in this offering under certain circumstances in order to provide additional funds for distributions to shareholders; however, such issuances will dilute the equity ownership of public shareholders. In any event, we intend to make annual distributions as required to comply with REIT distribution requirements and avoid U.S. federal income and excise taxes on retained income.

• Our internal accountants will calculate our NAV on a quarterly basis using valuation methodologies that involve subjective judgments and estimates. As a result, our NAV may not accurately reflect the actual prices at which our commercial real estate assets and investments, including related liabilities, could be liquidated on any given day.

• Our operating agreement does not require our Manager to seek tokenholder approval to liquidate our assets by a specified date, nor does our operating agreement require our Manager to list our tokens for trading by a specified date. No public market currently exists for our shares. Until our shares are listed, if ever, you may not sell your shares. If you are able to sell your shares, you may have to sell them at a substantial loss.

• If we fail to qualify as a REIT for U.S. federal income tax purposes and no relief provisions apply, we would be subject to entity-level federal income tax and, as a result, our cash available for distribution to our shareholders and the value of our shares could materially decrease.

• Our intended investments in residential real estate, commercial real estate, and other select real estate-related assets will be subject to risks relating to the volatility in the value of the underlying real estate, default on underlying income streams, fluctuations in interests rates, and other risks associated with debt, and real estate investments generally. These investments are only suitable for sophisticated investors with a high-risk investment profile.