Risk Disclosures

This Risk Disclosure Statement is provided by Crescendo Markets LLC (“Crescendo,” “we,” “us,” or “our”) to inform investors of the material risks associated with investing in private market securities and the services we offer. This document does not describe every risk, and no investor should rely on it as a complete statement of all relevant risks.

Investors should review this document carefully before participating in any offering and should consult with their own financial, legal, tax, and accounting advisers before making any investment decision.

1.General Investment Risk

All securities investments involve risk, including the potential loss of the entire amount invested. The value of securities may fluctuate due to factors specific to the issuer, the industry, or broader economic and market conditions. There is no guarantee that any investment will achieve its objectives, generate income, or appreciate in value.

Past performance is not indicative of future results. Historical returns, projections, and forward-looking statements are not guarantees of future performance.

2.Risks Specific to Private Market Investments

Crescendo’s offerings primarily consist of private market securities, including private placements, pre-IPO equity, and secondary market interests in privately held companies. These investments carry risks that differ materially from publicly traded securities.

2.1 Illiquidity

Private market securities are generally illiquid. There is typically no public trading market for these investments, and one may never develop. Investors may be unable to sell or transfer their investment for an extended period — often years — and may be unable to sell at all. Investors should be prepared to hold private market investments for the entire duration of the investment, including through any lock-up periods or transfer restrictions.

2.2 Long-Term Investment Horizon

Private market investments are typically long-term in nature. Investment horizons frequently extend five years or longer, and there is no assurance of any liquidity event — such as an initial public offering, acquisition, or secondary sale — within any specific timeframe, or at all.

2.3 Limited Information and Reduced Transparency

Privately held companies are not subject to the same disclosure requirements as publicly traded companies under the Securities Exchange Act of 1934. As a result:

• Financial statements may be unaudited or prepared on a basis other than U.S. Generally Accepted Accounting Principles (GAAP)
• Material information about operations, financial condition, and prospects may be limited or unavailable
• Quarterly or annual reporting may not be provided
• Valuations are typically infrequent, may be based on estimates or models, and may not reflect the price at which the investment could actually be sold

2.4 Speculative Nature

Many private market investments — particularly in early-stage, growth-stage, or pre-IPO companies — are highly speculative. These companies may have:

• Limited or no operating history
• Negative cash flow or operating losses
• Unproven business models or products
• Significant dependence on key personnel
• Substantial competitive pressures from established or better-capitalized competitors

A significant percentage of early-stage and growth-stage companies fail entirely, resulting in total loss of invested capital.

2.5 Risk of Total Loss

Investors should be financially and emotionally prepared for the possibility of losing their entire investment. Private market investments should represent only a portion of an investor’s overall portfolio that the investor can afford to lose without materially affecting their financial well-being.

2.6 Valuation Uncertainty

Because there is no active public market for most private market securities, valuations are inherently subjective. Reported valuations — including those reflected in account statements, marketing materials, or capitalization tables — may not reflect the actual price at which an investment could be sold. Valuations may be based on the most recent priced financing round, which may have occurred years prior, or on management’s internal estimates.

2.7 Dilution

Subsequent financing rounds may dilute existing investors’ ownership stakes. Down rounds — financings completed at a lower valuation than a prior round — can substantially reduce the value of existing investments. Anti-dilution protections, where they exist, vary significantly and may not protect all classes of investors equally.

2.8 Concentration Risk

Investors who concentrate a substantial portion of their portfolio in a single private market investment, sector, or vintage year face heightened risk of loss. Diversification within private markets requires careful planning and substantial capital.

3.Structural and Transactional Risks

3.1 Limited Voting and Information Rights

Investors in private placements and special purpose vehicles (“SPVs”) often hold limited or no voting rights and may have restricted access to company information. Decisions regarding the company’s strategic direction, financing, or sale may be made without investor consent.

3.2 SPV and Fund Structures

Where investments are made through SPVs, feeder funds, or similar pooled investment vehicles, investors are subject to additional layers of fees, expenses, and contractual terms set by the SPV manager or general partner. The SPV may have limited rights vis-à-vis the underlying portfolio company.

3.3 Transfer Restrictions

Private market securities are subject to substantial transfer restrictions imposed by federal and state securities laws, the issuer’s governing documents, and contractual agreements. Right of first refusal, board approval requirements, and lock-up provisions are common and may prevent investors from selling their interests.

3.4 Capital Calls and Follow-On Obligations

Some private market investment structures require investors to fund capital calls or follow-on investments after the initial commitment. Failure to meet such obligations may result in dilution, forfeiture, or other penalties as set forth in the relevant offering documents.

4.Market and Economic Risks

4.1 Market Conditions

Private market valuations are influenced by broader market conditions, including public equity market levels, interest rates, credit availability, and macroeconomic factors. A downturn in public equity markets typically reduces both the valuations of private companies and the availability of liquidity events such as initial public offerings or acquisitions.

4.2 Interest Rate Risk

Rising interest rates can adversely affect the valuations of growth-stage and pre-IPO companies, which often rely on long-duration projected cash flows. Higher rates also increase the cost of capital for private companies and may slow follow-on financing activity.

4.3 Sector and Industry Risk

Concentration in specific sectors — including technology, infrastructure, and growth-stage enterprises — exposes investors to risks specific to those industries, including regulatory changes, technological obsolescence, and shifts in consumer or enterprise demand.

5.Regulatory and Legal Risks

5.1 Regulatory Changes

Private market investments are subject to extensive federal and state securities regulations. Changes in law, regulation, or regulatory interpretation — including changes to the definitions of accredited investor, qualified purchaser, or qualified institutional buyer — may affect the availability, structure, or economics of private market investments.

5.2 Tax Considerations

Private market investments often have complex tax implications, including the receipt of Schedule K-1 reports, qualified small business stock (QSBS) considerations, unrelated business taxable income (UBTI), and state-level filing requirements. Tax treatment depends on the investor’s specific circumstances. Crescendo does not provide tax advice. Investors should consult their own tax advisers before investing.

5.3 Litigation and Enforcement

Private companies and their securities may become subject to litigation, regulatory investigations, or enforcement actions. Such proceedings can materially affect the value of an investment and may not be disclosed promptly to investors.

6.Conflicts of Interest

Crescendo and its representatives may have conflicts of interest in connection with the offerings we present. These conflicts are disclosed in our Form CRS and in offering-specific documents. Investors are encouraged to review these disclosures carefully and to ask questions about any potential conflicts that may affect a recommendation.

7.Eligibility Standards

Many of the investments offered through Crescendo are available only to investors who meet specific eligibility standards under federal securities laws, including accredited investor, qualified purchaser, or qualified institutional buyer status. These standards exist because private market investments are generally considered suitable only for investors who:

• Have the financial capacity to absorb a total loss of the investment
• Have the financial sophistication to evaluate the merits and risks of the investment, or have access to advisers who do
• Do not require the invested capital for liquidity needs over the investment horizon

Investors should not invest in private market securities unless they meet applicable eligibility standards and have carefully evaluated the suitability of the investment for their personal financial circumstances.

8.Specific Risks of Pre-IPO Investments

Investments in late-stage private companies anticipating an initial public offering involve additional risks:

• No assurance of IPO. A planned or anticipated IPO may be delayed, restructured, or canceled entirely. Many late-stage private companies never go public.
• IPO pricing risk. Even when an IPO occurs, the offering price may be below the price paid by pre-IPO investors, resulting in immediate paper losses.
• Lock-up periods. Pre-IPO investors are typically subject to post-IPO lock-up periods of 90 to 180 days or longer, during which they cannot sell their shares regardless of market conditions.
• Post-IPO volatility. Newly public companies often experience substantial price volatility, and post-IPO trading prices may be significantly lower than pre-IPO valuations.

9.Specific Risks of Secondary Market Transactions

Secondary market transactions in private securities involve additional risks beyond those of primary investments:

• Limited information. The seller may have access to material non-public information that is not available to the buyer, although such information may not lawfully be used.
• Pricing inefficiency. Secondary market prices may not reflect the underlying value of the security and may be influenced by the seller’s individual liquidity needs.
• Transfer approval risk. The transaction may be subject to issuer approval, right of first refusal, or other contractual restrictions that may delay or prevent settlement.

10.No Guarantee of Performance

Crescendo makes no representation or guarantee regarding the future performance of any investment offered through our firm. Any historical performance, projections, or forward-looking statements provided in connection with an investment are subject to significant uncertainty and should not be relied upon as predictions of actual outcomes.

11.Acknowledgment

By participating in any offering presented by Crescendo Markets LLC, the investor acknowledges that they have:

• Received and reviewed this Risk Disclosure Statement
• Received and reviewed all applicable offering documents, including any private placement memorandum, subscription agreement, and operating or limited partnership agreement
• Had the opportunity to ask questions of and receive answers from Crescendo and the issuer
• Consulted with their own financial, legal, and tax advisers as deemed appropriate
• Determined that the investment is suitable for their financial circumstances, investment objectives, and risk tolerance

Contact Information

For additional information, please visit crescendomarketsllc.com or contact our Compliance Department.

This Risk Disclosure Statement is dated April 27, 2026. Crescendo Markets LLC reserves the right to update this document from time to time. The most current version is available at crescendomarketsllc.com/risk-disclosures.