For investors
Where you live determines the offering exemption and the tax form. The shares, the NAV per share and the distribution per share are identical. Minimum $500.
open Regulation D, Rule 506(c)
U.S. accredited investor — you can invest now under Rule 506(c). Shares are restricted for 12 months; you receive a 1099-DIV each year.
waitlist Regulation A, Tier 2
U.S. non-accredited investors join through the Regulation A offering, which opens once the offering circular is qualified by the SEC. You can complete verification now and be first in line.
open Regulation S
Non-U.S. investor — you invest under Regulation S. Shares are restricted for 12 months; distributions are paid net of U.S. withholding at your treaty rate (W-8BEN); you receive a 1042-S each year.
Funding
Money received by the 25th converts to shares on the 1st. Until then it is cash, and refundable.
Pay by debit card, ACH or bank transfer through Coinbase Onramp. Converted to USDC on arrival and credited the same day. No crypto knowledge needed.
Send USDC on Base, Ethereum or Solana from a wallet you have verified. Credited on confirmation, usually within minutes.
Traditional bank transfer to the company's account. Allow one to three business days; send before the cut-off.
Single subscriptions above $5.00M are arranged directly so capital can be deployed without diluting the cash yield of existing holders.
Documents & tax
A statement after every distribution and every quarter: shares held, NAV per share, gross, withheld and net, and the estimated return-of-capital portion.
1099-DIV (U.S.) by January 31; 1042-S (non-U.S.) by March 15. Both show the final dividend / return-of-capital split, which can differ from the estimate shown during the year.
Annual audited financial statements, semi-annual reports and current reports under Regulation A Tier 2 once qualified; the annual reserve report summary; every NAV run.
Everything above is in your portal, alongside a live view of what you own, what it is worth and when the next payment arrives.
Liquidity
Restricted period. Shares bought under Rule 506(c) or Regulation S are restricted securities for 12 months from issue (Rule 144 / Regulation S distribution compliance period). They cannot be sold or transferred during that time; distributions are paid throughout. Regulation A shares carry no restricted period.
Repurchase program. During the last month of each quarter, shareholders may ask the company to repurchase shares. The company buys up to 5% of shares outstanding each quarter at the quarter-end NAV per share less 3%, pro rata if oversubscribed, and settles by the 15th of the following month. Shares held under 12 months carry an additional 2% early-repurchase deduction. The board may suspend the program in extraordinary circumstances.
Transfers. Shares may be transferred privately to another verified shareholder, subject to the restricted period and compliance checks, via the transfer agent.
Risks
The short version. The long version is on the risk factors page and in the offering circular.
Oil and gas prices are volatile and the company does not hedge. Lower prices mean lower distributions and a lower NAV.
Wells deplete. NAV per share is expected to drift down over time unless reinvestment or prices offset it. Part of every distribution is return of capital.
On working interests, and especially operated ones, the company bears operating costs, capital spending and plugging liabilities. A bad well can cost money rather than make it.
Repurchases are capped at 5% per quarter, priced below NAV, and can be suspended. You may not be able to sell when you want.
Regulation A qualification is not guaranteed. Withholding and the dividend / return-of-capital split can change. The Investment Company Act 40% test constrains the ADHI position.
A stablecoin can lose its peg or be frozen; a network can congest; a mistyped wallet address cannot be reversed. We verify and screen wallets, but you control yours.
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