U.S. Investor Information

Regulation D – Rule 506(b)Private Placement

Cardea Capital (a French company organized as a SASU) is conducting a private offering of debt securities (the "Notes") in the United States exclusively to "Accredited Investors" in reliance on Rule 506(b) of Regulation D under the U.S. Securities Act of 1933.

Important: This page is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation would be unlawful.

Eligibility Requirements

Accredited Investors Only

U.S. investors may participate only if they qualify as "Accredited Investors" (as defined in Rule 501(a) of Regulation D), and we have a reasonable belief that this standard is met at the time of sale.

We will require completion of an Investor Questionnaire and related representations in the subscription documentation.

Subscription Process

How Subscription Works

This offering is being conducted without any general solicitation or general advertising. Materials are provided on a confidential, one-to-one basis only to selected prospective investors.

Request access / initial screening

Prospective investors contact us to request access to offering materials and confirm basic eligibility (including accredited investor status).

Confidentiality and controlled distribution

Offering materials are shared confidentially and are not for further distribution.

Review of offering materials

Investors receive an Offering Memorandum (or similar disclosure package) describing the issuer, the Notes, key terms, and risk factors.

Investor Questionnaire + compliance checks

Investors complete an Accredited Investor Questionnaire and standard KYC/AML information requests.

Subscription documentation

Eligible investors execute a Subscription Agreement / Note Purchase Agreement and related documents (including representations and warranties and transfer restrictions).

Funding and closing

Subscriptions are accepted at closing (or closings), and investors fund by wire transfer per written instructions. Notes are issued upon acceptance and receipt of funds.

U.S. Regulatory Filings

Following the first sale of securities in this offering, the issuer expects to file a Form D notice with the U.S. Securities and Exchange Commission within 15 calendar days after the "date of first sale."

Rule 506(b) offerings generally benefit from federal preemption of state registration requirements; however, U.S. states may still require notice filings and fees ("blue sky" notice filings) in states where investors reside.

Transfer Restrictions

The Notes offered under Rule 506(b) are "restricted securities." Investors should be prepared to hold the Notes and understand that resales are restricted unless registered under the Securities Act or an applicable exemption is available.

Any transfer will be subject to contractual restrictions and may require legal opinions or other evidence of compliance.

Important Disclosures

"Bad Actor" Disqualification: This offering is subject to the Rule 506 "bad actor" disqualification provisions. As part of the subscription process, investors and/or relevant covered persons may be asked to complete appropriate questionnaires and provide representations.

No General Solicitation: To preserve the availability of Rule 506(b), the issuer does not conduct this offering through general solicitation or advertising. Prospective investors should not share offering materials publicly or with third parties.

Investing in the Notes involves significant risk, including the risk of loss of principal. Prospective investors should review all offering materials carefully and consult their own legal, tax, and financial advisors before subscribing.

The issuer may accept or reject subscriptions in its sole discretion, subject to the terms described in the subscription documentation.