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Homebuilding Financing

 

REG D 506(c) CAPITAL PLATFORM

Construction Finance for Homebuilders, Designed for Accredited Investors

CapitalTech structures capital across a three-tier stack — senior debt, RSA Units, and sponsor equity — connecting qualified builders with verified accredited investors through a compliant, revenue-linked framework.

3-Tier  Capital Stack    1.6x-2.3x  RSA Target Return        Reg D 506(c) General Solicitation        SPV Per-Project Structure

MARKET OPPORTUNITY

A structural gap in homebuilder construction finance

Federal housing policy has focused on expanding mortgage access and removing permitting barriers — but the capital-intensive pre-construction and active construction phases remain underserved. Commercial banks constrain LTC ratios; traditional equity demands complex governance. CapitalTech fills this gap with a purpose-built capital structure that works for builders and investors alike.

3-5 million unit shortage

A decade of underbuilding has created structural demand that demographic tailwinds are accelerating — not reversing.

Policy tailwind

Federal actions expand mortgage credit and reduce regulatory barriers, broadening the buyer pool for newly built homes.

Capital access gap

Small and mid-size builders lack efficient access to the construction capital needed to move from entitlement to delivery.

THE STRUCTURE

Three-tier capital stack — per project SPV

Each homebuilder project is financed through a dedicated, ring-fenced Special Purpose Vehicle. Three tiers of capital are deployed in a defined priority sequence, optimizing cost of capital while aligning all parties with project success.

Tier / %

Tranche

Description

Rate / Return

Priority

55-65%

Tier 1

Senior Construction Loan

First-lien secured debt from a bank, credit union, or private bridge lender. Draw-based against milestones. Repaid pro-rata at each home closing.

7-11%

Interest rate

1st lien

25-35%

Tier 2

RSA Units — Reg D 506(c)

Revenue Sharing Agreement Units raised from verified accredited investors. Holders receive a defined % of gross home sale proceeds until a target multiple is reached.

1.6x-2.3x

Target multiple

Units

10-15%

Tier 3

Sponsor / Builder Equity

Builder’s own capital contribution. Last-out position: sponsor profit is realized only after all investor tiers have been fully paid.

Residual

Promote earned

Last

TPC = Total Project Cost. Actual amounts are set forth in the applicable Project Supplement.

DISTRIBUTION PRIORITY

How proceeds flow at each home closing

Step

Recipient

Distribution

1st

Senior debt repayment — first

Outstanding loan principal, accrued interest, and all lender fees are repaid pro-rata from each closing’s proceeds before any other distribution.

2nd

RSA Unit distribution — second

The designated revenue share percentage of gross proceeds is distributed to RSA Unit holders at each closing, until all holders have reached the target return multiple.

3rd

Sponsor equity and promote — third

Once RSA holders are fully paid, all remaining proceeds flow to the builder and sponsor as residual profit and carried interest. Builder earns upside only when investors are whole.

RSA UNIT — INVESTOR SUMMARY

Performance-linked returns for accredited investors

RSA Units are not equity — they are contractual revenue-sharing instruments entitling holders to a defined share of gross home sale proceeds. Returns are directly tied to project performance, administered through the CapitalTech investor portal.

 

 

 

 
 

 

HOW IT WORKS

Six steps from intake to distribution

STEP 01

Project intake

Builder submits project details for feasibility review, LTC analysis, and margin underwriting by USA REIT Markets.

STEP 02

Stack design

CapitalTech structures the three-tier capital stack — loan terms, RSA revenue share %, target multiple, and sponsor equity.

STEP 03

Offering documents

PPM, RSA Unit agreement, subscription docs, and Operating Agreement prepared. Form D filed with the SEC.

STEP 04

RSA investor raise

Mallory Capital Group conducts the 506(c) offering — accreditation verification, subscription processing, and funding.

STEP 05

Construction

Milestone-based draws managed by CapitalTech. Investors receive real-time updates via the investor portal.

STEP 06

Sales and distributions

As homes close, proceeds flow through the waterfall. RSA Unit holders receive distributions; sponsor earns the promote.

AFFILIATED SERVICE PARTNERS

End-to-end infrastructure for every project

CapitalTech is supported by two affiliated entities that provide complete capital markets infrastructure, compliance, and distribution services for each homebuilder project offering.

USA REIT Markets, LLC

Sponsor and Platform Operator

Mallory Capital Group

Distribution Partner

•Structures Reg D 506(c) offerings and Private Placement Memoranda

•Reg D 506(c) general solicitation marketing and investor outreach

•SEC Form D filings and investor verification compliance

•Investor sourcing across broker-dealer and RIA networks

•Investor portal, draw schedule management, and reporting

•Accreditation verification and subscription processing

•Waterfall administration and investor distributions

 Investor communications, updates, and distribution notices

•Project SPV governance, operating agreements, and closeout

•Multi-platform distribution and co-marketing agreements

READY TO STRUCTURE YOUR PROJECT?

Homebuilders and accredited investors can initiate the process through CapitalTech.

 

CONFIDENTIAL — NOT AN OFFER TO SELL SECURITIES.  CapitalTech Real Estate Capital Platform  |  Sponsored by USA REIT Markets, LLC  |  Distributed by Mallory Capital Group.  RSA Units are offered pursuant to Reg D Rule 506(c) to verified accredited investors only. The Target Multiple is a target, not a guarantee. Investors may lose some or all of their invested capital. See the Private Placement Memorandum for full risk disclosures.