XChange Ventures

Regulation A

Upcoming

XChange Ventures

XChange Ventures LLC. is a special purpose investment vehicle formed to provide investors with exposure to a curated portfolio of alternative assets, including sports, art, entertainment, and real estate opportunities. The Company seeks to provide access to asset classes traditionally reserved for institutional and ultra-high-net-worth investors while utilizing a risk-managed investment structure.

Offering Overview

This offering provides investors with exposure to a diversified portfolio of alternative investments spanning sports franchises, athlete-related assets, fine art, entertainment projects, intellectual property, and select real estate opportunities. A portion of investor capital may be allocated to U.S. Treasury zero-coupon securities designed to accrete in value over time and provide an additional layer of capital preservation, while the remaining capital is deployed into targeted investment opportunities. The objective is to balance long-term growth potential with prudent risk management.

Disclaimers

An investment in the Company is speculative and involves a high degree of risk, including the possible loss of all invested capital. Past performance is not indicative of future results, and no assurance can be given that the Company's objectives will be achieved. The securities are offered pursuant to a Regulation A Offering Circular qualified by the SEC. SEC qualification does not constitute approval or endorsement of the offering. Investors should carefully review the Offering Circular, including the Risk Factors section, before investing. Any discussion of potential returns, liquidity, or capital preservation is subject to significant risks and uncertainties.

Earnings and Distributions

We intend to pay dividends or make distributions only to the extent we have sufficient available cash, taking into account our earnings, the performance and liquidity of the secondary market, and opportunities for reinvestment. We may endeavor to pay dividends on an annual basis depending upon earnings, liquidity, reinvestment opportunities and the development of a secondary market for the shares. The dividend and distribution policy will be determined by our Board of Managers. We do not expect to make regular distributions, and no distributions are anticipated unless and until an Investment Asset is sold or otherwise monetized, at which point we may, in the discretion of the Board of Managers, declare a distribution. There can be no assurance as to the timing, amount, or occurrence of any dividend or distribution, and investors should not rely on receiving any distributions at all.

Trading Restrictions (may apply)

Shares purchased in this offering may be subject to restrictions on transfer and resale pursuant to applicable securities laws, Company policies, and the rules of the trading venue. Investors should review the Offering Circular for a complete description of transferability, holding periods, and secondary market trading eligibility. Any future trading market may be limited, and liquidity is not guaranteed. We are seeking to forge a relationship with one or more trading platforms to facilitate trading of the Class A Interests. We may seek to make the Class A Interests available for trading on multiple trading platforms. There is no lock up for these interests.

This communication may include statements that constitute “testing‑the‑waters” materials under Rule 255 of Regulation A. No money or other consideration is being solicited, and if sent, will not be accepted. No offer to buy the securities can be accepted, and no part of the purchase price can be received, until an offering statement filed with the U.S. Securities and Exchange Commission (“SEC”) has been qualified. Any indication of interest involves no obligation or commitment of any kind. An offering of securities under Regulation A will only be made by means of an offering circular, and this communication does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall any sales be made in any jurisdiction where such activity would be unlawful prior to registration or qualification under applicable securities laws. No assurance can be given that the SEC will qualify the offering. Any financial or operational projections contained herein are forward‑looking statements subject to significant risks and uncertainties, and actual results may differ materially.

XChange Ventures

Offering Details

XChange Ventures

Offering Overview

Disclaimers

Earnings and Distributions

Trading Restrictions (may apply)