AncoraOak Studio (“AOS”) offers private-market opportunities only to investors who meet jurisdiction-specific eligibility standards.

In the U.S., this generally means accredited investors under SEC rules. Other regions have parallel categories (e.g., Accredited Investor/Permitted Client in Canada; High Net Worth/Self-Certified Sophisticated under the UK Financial Promotion Order; Professional/Qualified Investors in the EU).

We verify status before allowing participation. This page summarizes the main pathways.

United States - Accredited Investors (SEC)

To invest on AOS in the U.S., you must qualify as an accredited investor under Rule 501(a) of Regulation D.

You qualify if you meet one or more of the SEC’s categories:

Individuals

• Income: ≥ $200,000 (single) or $300,000 (joint with spouse or spousal equivalent) in each of the last two years, with reasonable expectation of the same this year.

• Net worth: > $1,000,000 (individually or jointly), excluding the value of your primary residence.

Professional credentials: Holders (in good standing) of Series 7, 65, or 82 (and any future SEC-designated credentials). Find more at SEC.gov

• Knowledgeable employees of a private fund (eligible for that fund). Find more at SEC.gov

Entities

• Banks, insurance companies, registered investment companies, ERAs/RIAs, RBICs.

• Any entity with > $5 million in assets not formed solely to buy the offered securities (incl. LLCs).

• Trusts with > $5 million and a sophisticated person directing the investment.

• Any entity where all equity owners are accredited. Find more at SEC.gov

Verification

For offerings conducted under Rule 506(c), issuers must take reasonable steps to verify accredited status (e.g., review IRS forms/W-2/K-1s, bank/broker statements, or a third-party letter from a registered broker-dealer, SEC-registered adviser, licensed attorney, or CPA).

The SEC has reiterated this standard and provided 2025 guidance on flexible, non-exclusive verification methods. Find more at SEC.gov

Bottom line: If you are not an accredited investor, you cannot invest in AOS U.S. Reg D offerings.

For the most current information, please visit the SEC’s website on Accredited Investors.

Canada - Accredited Investors & Permitted Clients

Canadian investors generally participate via exemptions under NI 45-106 and related rules.

AOS typically requires Accredited Investor (and, for certain services, Permitted Client) status.

Accredited Investor (individual) - NI 45-106

• Financial assets (cash, securities, etc., not including primary residence) > C$1,000,000 (before taxes, net of related liabilities).

• Net assets ≥ C$5,000,000.

• Income > C$200,000 (single) or > C$300,000 (with spouse) in each of the last two years with reasonable expectation for the current year.

Permitted Client (individual)

• Financial assets ≥ C$5,000,000 (broader category used for certain discretionary services and exemptions).

Documentation: AOS (or its administrators) may request financial statements, KYC attestations, and additional forms (e.g., Form 45-106F9 risk acknowledgment) depending on the province and exemption used. Find more at Ontario Securities Commission

United Kingdom - High Net Worth & Self-Certified Sophisticated

In the UK, access to private offerings is controlled by the Financial Promotion Order 2005 (FPO) exemptions.

AOS may rely on these exemptions when making promotions to individuals:

High Net Worth Individual (Article 48)

• Income ≥ £100,000 in the last financial year; or

• Net assets ≥ £250,000 (excluding primary residence, pension, and certain other items).

_(Following a 2024 government reversal, thresholds returned to £100k/£250k with the updated order effective 27 March 2024.) _Find more at legislation.gov.uk

Self-Certified Sophisticated Investor (Article 50A)

You may self-certify if one of the statutory criteria applies:

• Two or more investments in unlisted companies in the prior two years.
• Membership of a business angel network ≥ 6 months.
• Worked in a professional capacity in PE/SME finance.
• Company director with qualifying turnover ≥ £1 million. Find more at legislation.gov.uk

Note: These FPO categories govern promotions. Separate fund rules may still limit participation (e.g., AIFs typically market to professional clients only).

European Union - Professional & Qualified Investors

Across the EU, access generally hinges on **MiFID II **and the Prospectus Regulation:

• Professional Clients (MiFID II Annex II): entities and persons who meet tests of experience, knowledge, and expertise (including per-se professionals and elective professionals). Find more at esma.europa.eu
• Qualified Investors (Prospectus Regulation): includes MiFID professional clients and eligible counterparties; may receive offerings without a prospectus when conditions are met. Find more at esma.europa.eu

Member-state private placement regimes and AIFMD marketing rules typically confine alternative funds to professional/qualified investors.

How AOS Verifies Eligibility

• Questionnaire & attestations (status, jurisdiction, regulatory category).

• Document review where required (e.g., income/asset proofs, professional licenses, third-party letters, or firm certifications).

• Ongoing checks for changes in status, sanctions, or residency.

Verification standards vary by exemption and offering type.

AOS follows applicable law in each jurisdiction (e.g., SEC Rule 506(c) “reasonable steps” in the U.S.). Find more at SEC.gov

Important Notices

• This page is a general overview, not legal or investment advice.

• Eligibility is jurisdiction-specific and may change.

• AOS may impose stricter gating than the legal minimum (e.g., professional/qualified only).

• Always review the offering documents for the specific vehicle you wish to access.

If you have questions about your status or required documents, contact support@ancoraoak.studio

.