Risk Disclosure Statement

Published on May 19, 2026

 

IMPORTANT — THIS IS NOT INVESTMENT ADVICE

LienFi Inc. (“LienFi,” “we,” “us,” or “our”) is a technology platform. LienFi is not a registered broker-dealer, investment adviser, bank, fiduciary, underwriter, securities exchange, or financial institution. Nothing contained in this Risk Disclosure Statement, the LienFi platform, any user interface, any smart contract, or any related communication constitutes investment advice, tax advice, legal advice, accounting advice, financial advice, or a recommendation to purchase, sell, hold, transfer, or otherwise transact in any asset or position.

 

Qualified sellers may submit specific tax lien certificates or tax deeds to the LienFi platform for review, custody, and potential listing. LienFi does not originate, issue, acquire, pool, fractionalize, or guarantee tax lien certificates or tax deeds. LienFi is a platform for discrete, position-level transactions. LienFi Custody Services, LLC, or another designated custody provider, may serve as custodian for eligible tax lien certificates or tax deeds accepted onto the platform. A position may also be subject to seller repurchase or platform settlement rights described in the applicable position-specific terms.

 

Tax lien certificates and tax deeds are real-world instruments governed by state and local law. The rights, statutory redemption amounts, timelines, penalties, interest, foreclosure procedures, title consequences, and other outcomes associated with any tax lien certificate or tax deed are determined by applicable law and the relevant instrument documents, not by LienFi, the platform, or any smart contract. Seller repurchase and platform settlement are secondary transaction mechanics and are separate from statutory redemption unless applicable law provides otherwise.

 

Purchasing, holding, selling, transferring, or otherwise interacting with tax lien certificate or tax deed positions involves material risks, including the possible loss of capital. You should consult with qualified legal, tax, accounting, and financial professionals before making any decision.

 

1. Understanding Tax Lien Certificates and Tax Deeds

A tax lien certificate is a real-world instrument that may be issued or recognized by a county, municipality, or other governmental authority when property taxes or related amounts are unpaid. The holder of a tax lien certificate may have rights under applicable law to receive certain amounts if the property owner redeems the lien, and, in some jurisdictions and circumstances, may have additional remedies if the lien is not redeemed within the applicable statutory period.

 

A tax deed is a real-world instrument or property-related right that may arise through a tax sale or other process governed by applicable state and local law. Tax deed rules vary significantly by jurisdiction and may involve title, redemption, quiet-title, notice, foreclosure, administrative, or other legal procedures.

 

Tax lien certificates and tax deeds are highly jurisdiction-specific. Outcomes depend on applicable law, county or municipal procedures, property-level facts, title conditions, redemption behavior, administrative processing, and other circumstances outside the control of LienFi, any seller, any purchaser, or any holder.

 

The platform is designed to support discrete, position-level transactions in specific tax lien certificate and tax deed positions. Positions are not intended to be pooled or fractionalized.

 

2. No Pooling, No Fractionalization, and No Entity Interest

LienFi does not create pooled investment vehicles, commingled portfolios, fractionalized interests, pro rata claims, collective investment products, or interests in a fund through the platform.

 

Unless expressly stated otherwise in separate written documentation, each tokenized position is intended to correspond to a specific underlying tax lien certificate, tax deed, or related real-world property tax instrument. A holder’s rights, if any, relate to the specific position acquired by that holder, as reflected in applicable transaction records, custody records, smart contracts, position-specific documentation, and applicable law.

 

A position does not entitle the holder to any equity interest, revenue share, dividend, governance right, liquidation right, debt claim, ownership interest, or other interest in LienFi, Cat 5 Partners, LLC, LienFi Custody Services, LLC, any affiliate, any seller, any pooled portfolio, or any other user’s position.

 

3. Seller-Listed Positions and Custody

Qualified sellers may submit specific tax lien certificates or tax deeds to the platform for review, custody, and potential listing. Acceptance of an asset onto the platform does not mean LienFi recommends the asset, guarantees its validity, guarantees its economic outcome, or has verified every underlying legal, property, title, environmental, statutory, or administrative fact.

 

Eligible tax lien certificates or tax deeds accepted onto the platform may be held in custody by LienFi Custody Services, LLC or another designated custody provider. The custodian’s role is limited to custody and related administrative functions for accepted assets. Custody of an underlying instrument does not create any guarantee of redemption, liquidity, value, title condition, priority, foreclosure outcome, or return.

 

A seller, purchaser, or holder should not assume that a platform listing means the position is suitable for any particular person, strategy, objective, jurisdiction, or risk tolerance.

 

4. Redemptive Value vs. Final Redemption Amount

KEY DISTINCTION — READ CAREFULLY

 

The redemptive value displayed on the platform, if any, is an estimate. The final redemption amount is determined by applicable state and local law, county or municipal procedures, and the relevant instrument documents. These two numbers may differ, sometimes materially.

4.1 Why They May Differ

The redemptive value shown on the platform may be calculated using publicly available statutory rates, parcel data, county data, seller-provided information, and other inputs as of the most recent data refresh or platform update. The final redemption amount is the amount actually required or accepted under applicable law and administrative process for the property owner or another party to satisfy or resolve the lien or related obligation.

 

Differences may arise from:

  • Timing differences between the platform’s data refresh cycle and county or municipal records.
  • Subsequent tax years, assessments, interest, penalties, fees, or other amounts becoming delinquent or being added to the relevant obligation.
  • Partial payments, installment payments, abatements, adjustments, or other changes made directly with the applicable county or municipality.
  • Statutory fee adjustments, administrative costs, penalties, interest calculations, or other charges assessed after the position was listed.
  • Legislative or administrative changes that alter interest rates, penalty structures, redemption timelines, procedures, or investor rights.
  • County-level data errors, seller-provided data errors, reporting delays, or discrepancies between public records and actual obligations.
  • Differences in accrual methodology, including simple versus compound interest, monthly versus annual accrual, day-count conventions, penalty treatment, rounding, or jurisdiction-specific calculation rules.
  • Legal proceedings, bankruptcy, litigation, notice issues, title issues, or other events affecting the enforceability, amount, timing, or resolution of the position.
4.2 Your Responsibility

You are solely responsible for independently reviewing and verifying the terms, facts, and risks associated with any position, including the applicable jurisdiction, interest rate, redemption period, penalty structure, notice requirements, title considerations, property-level facts, and any other material terms. LienFi provides platform data and interfaces as a convenience and makes no representation or warranty that any data is complete, accurate, current, or sufficient for your purposes.

 

5. Statutory and Jurisdictional Risks

5.1 State-by-State and County-by-County Variation

Tax lien certificate and tax deed laws vary significantly across U.S. jurisdictions. Each state, and in some cases each county or municipality, may have different rules governing:

  • Statutory interest rates, penalty structures, and whether rates are fixed, bid-down, premium-based, or otherwise determined.
  • Redemption periods and whether they may be extended, shortened, tolled, challenged, or modified.
  • Whether and how a holder may pursue foreclosure, deed issuance, quiet-title proceedings, tax sale confirmation, or other remedies.
  • Priority of tax liens, tax deeds, or related claims relative to mortgages, federal tax liens, municipal liens, mechanic’s liens, code enforcement liens, bankruptcy claims, or other encumbrances.
  • Notice requirements to property owners, mortgagees, lienholders, occupants, governmental entities, and other interested parties.
  • Treatment of excess proceeds, surplus funds, refunds, penalties, fees, or other amounts.
  • Requirements for custody, assignment, recording, transfer, redemption, foreclosure, deed issuance, title confirmation, or other procedures.
5.2 Legislative and Administrative Risk

State and local legislatures, courts, regulators, tax collectors, treasurers, clerks, sheriffs, and other governmental or administrative bodies may change, interpret, apply, or enforce tax lien and tax deed laws in ways that adversely affect a position. Such changes may alter economic terms, procedures, timing, rights, remedies, costs, redemption periods, interest rates, penalties, or enforceability, whether prospectively or, in some cases, with retroactive effect.

 

LienFi has no control over legislative, judicial, regulatory, county, municipal, or administrative action and cannot predict or guarantee the stability, interpretation, or application of any jurisdiction’s framework.

 

5.3 Bankruptcy, Litigation, and Federal Law Risk

If a property owner or other relevant party files for bankruptcy protection, an automatic stay may delay, restrict, or prevent collection, redemption, foreclosure, deed issuance, title proceedings, transfer, or other action. Bankruptcy courts may modify rights, delay proceedings, affect amounts owed, or otherwise impact the position.

 

Federal tax liens, federal forfeiture claims, environmental obligations, bankruptcy claims, military service protections, receiverships, probate proceedings, guardianship proceedings, tax sale challenges, class actions, or other legal matters may affect the priority, enforceability, timing, economics, or resolution of a position.

 

6. Property-Specific Risks

Each position is connected to a specific underlying property or property-related obligation. The existence of a tax lien certificate or tax deed does not guarantee the value, condition, title quality, marketability, accessibility, occupancy status, environmental condition, or legal status of the underlying property.

 

You should be aware of the following risks:

  • The property may be worth less than the amount of the lien, taxes, fees, costs, or other obligations.
  • The property may be vacant land, contaminated land, inaccessible land, unusable land, condemned property, landlocked property, low-value property, or property in a declining market.
  • The property may be subject to environmental contamination, hazardous waste liability, remediation obligations, flood risk, storm risk, wildfire risk, climate risk, or other physical or environmental hazards.
  • The property may have title defects, boundary disputes, unrecorded easements, adverse possession claims, heirs’ property issues, probate issues, deed defects, survey issues, or other title complications.
  • The property may be subject to code enforcement actions, demolition orders, municipal fines, nuisance claims, unpaid utilities, special assessments, homeowners’ association claims, or other obligations.
  • The property may be affected by natural disasters, zoning changes, condemnation, development restrictions, land-use limitations, market declines, or other events outside the control of any platform participant.
  • Additional liens, mortgages, assessments, judgments, encumbrances, or governmental claims may exist and may affect priority, enforceability, recovery, or value.
  • Public data, parcel records, tax records, GIS records, assessor records, seller-provided information, and third-party data may be incomplete, incorrect, outdated, or misleading.

LienFi may conduct review procedures for assets submitted to the platform, but any such review is for platform eligibility, administrative, compliance, custody, or operational purposes only. LienFi does not guarantee the validity, enforceability, priority, value, collectability, title condition, property condition, environmental condition, marketability, occupancy status, or legal status of any tax lien certificate, tax deed, or underlying property.

 

You are encouraged to perform your own independent due diligence and consult qualified professionals before transacting.

 

7. Liquidity and Timing Risks

Tax lien certificate and tax deed positions may be illiquid. Although the platform is designed to enable secondary-market transactions in listed positions, LienFi does not guarantee that any position can be sold, transferred, matched with a buyer, redeemed, liquidated, or resolved at any price or within any timeframe.

 

You should understand the following risks:

  • There may be limited or no buyer demand for a position.
  • Market depth, pricing, transfer eligibility, settlement timing, and liquidity may vary materially.
  • A position may be subject to transfer restrictions, compliance restrictions, jurisdictional restrictions, custody restrictions, smart contract restrictions, or platform rules.
  • Redemption timing is controlled by property-owner behavior, third-party action, county or municipal processes, statutory procedures, and other factors outside LienFi’s control.
  • Amounts associated with redemption, sale, foreclosure, deed issuance, transfer, or other resolution may be received later than expected or not at all.
  • If a property owner does not redeem, any available foreclosure, deed, quiet-title, tax sale confirmation, or other remedy may be costly, uncertain, contested, and time-consuming.
  • Legal, administrative, recording, notice, title, custody, or operational steps may delay or prevent resolution.
  • Distribution, claim, or settlement of amounts associated with a resolved position may be subject to county processing timelines, custody procedures, compliance checks, platform procedures, smart contract functionality, and applicable law.

8. Early Resolution, Seller Repurchase, and Platform Settlement Risk

A Tokenized Position may be resolved earlier than expected. In addition to statutory redemption by a property owner, taxpayer, county, municipality, or other legally authorized party, the original seller or another authorized repurchasing party may have the right to repurchase or settle the position from the current holder at the applicable Platform Settlement Amount.

 

A seller repurchase is a secondary transaction or platform-facilitated settlement. It is separate from statutory redemption of the underlying tax lien certificate or tax deed. The Platform Settlement Amount may be based on the then-current Redemptive Value, a defined formula, a stated price, accrued amounts, disclosed fees, or another amount specified in the applicable position-specific terms.

 

A seller repurchase may limit the holder’s ability to continue holding the position, participate in later statutory accruals, participate in foreclosure-related outcomes, participate in deed-related outcomes, or benefit from any future property-related outcome. By acquiring or holding a Tokenized Position, you accept the risk that the position may be repurchased, settled, redeemed, transferred, cancelled, or otherwise resolved earlier than anticipated.

 

You should review the applicable position-specific terms before acquiring any position, including any seller repurchase right, settlement amount calculation, fees, transfer restrictions, custody procedures, and resolution procedures.

 

9. Digital Asset, Smart Contract, and Platform Risks

9.1 Wallet and Private Key Security

Your digital wallet is secured by private cryptographic keys that you control. LienFi does not have access to, and cannot recover, your private keys, seed phrases, passwords, hardware wallets, or wallet credentials. If your private keys or seed phrases are lost, stolen, compromised, or misused, your assets may be permanently and irrecoverably lost. LienFi bears no responsibility for losses resulting from wallet compromise, private key loss, phishing, malware, social engineering, signing malicious transactions, or user error.

 

9.2 Smart Contract Risk

The platform may use smart contracts deployed on blockchain networks. Smart contracts may contain bugs, vulnerabilities, coding errors, design errors, oracle errors, dependency failures, integration failures, upgrade errors, or unexpected behavior. Any such issue could result in loss of funds, failed transactions, incorrect records, delayed settlement, or other adverse consequences.

 

No audit, review, test, monitoring system, or security process can guarantee the absence of all defects. Smart contracts and related blockchain infrastructure are provided on an as-is and as-available basis.

 

9.3 Blockchain and Network Risk

Transactions may be processed on public blockchain networks and are subject to network congestion, gas fee fluctuations, validator outages, sequencer outages, protocol upgrades, hard forks, software bugs, chain reorganizations, bridge failures, RPC failures, wallet provider failures, indexer failures, oracle failures, and other network-level or infrastructure-level events. These events may delay, alter, prevent, or reverse expected transaction processing or platform functionality.

 

LienFi is not responsible for blockchain-level events, third-party wallet failures, network outages, or third-party infrastructure failures.

 

9.4 Regulatory Risk

The regulatory environment for digital assets, tokenized real-world assets, blockchain-based platforms, stablecoins, wallets, custody, money transmission, tax liens, tax deeds, secondary markets, and related activities is evolving. Changes in law, regulation, enforcement posture, guidance, court decisions, or regulatory interpretation at the federal, state, local, or international level could materially affect the platform, tokenized positions, platform access, custody arrangements, transfers, fees, disclosures, compliance requirements, or your ability to use the platform.

 

LienFi may modify, restrict, suspend, or discontinue certain features, jurisdictions, users, assets, transfers, listings, or services in response to regulatory, legal, compliance, operational, or business considerations.

 

9.5 Custodial and Trust Structure Risk

Eligible underlying instruments accepted onto the platform may be held by LienFi Custody Services, LLC or another designated custody provider. Custody and administrative arrangements may involve operational, legal, compliance, recordkeeping, document control, transfer, title, assignment, and settlement risks.

 

The failure, insolvency, misconduct, operational error, cyber incident, legal restriction, or compliance failure of a custodian, seller, county, municipality, third-party service provider, or other participant could adversely affect a position, delay resolution, or impair recoverability.

 

10. Pricing, Data, and Information Risks

Platform data may include information from sellers, counties, municipalities, public records, third-party providers, blockchain data, smart contracts, internal calculations, and other sources. Such data may be incomplete, delayed, inaccurate, inconsistent, stale, or subject to interpretation.

 

LienFi does not warrant that any data displayed on the platform is accurate, complete, current, reliable, or sufficient for decision-making. This includes property metadata, parcel records, tax amounts, lien amounts, deed information, redemptive values, statutory rates, dates, deadlines, ownership information, title-related information, status updates, comparable property information, map data, images, documents, or transaction history.

 

You should independently verify all material information before transacting.

 

11. No Guarantee of Returns or Outcomes

Past performance, projected yields, estimated redemptive values, historical redemption rates, expected timelines, modeled outcomes, status labels, property data, comparable sales, platform analytics, and any other forward-looking or estimated information are provided for informational purposes only. They do not constitute a guarantee, promise, projection, recommendation, or assurance of future results.

 

Actual outcomes may be materially lower than estimated, delayed, disputed, reduced by costs or fees, affected by law or administrative process, or result in loss of capital.

 

Tax lien certificates, tax deeds, tokenized positions, and related platform balances are not bank deposits and are not insured by the FDIC, SIPC, or any other governmental or private insurance program.

 

12. Fees and Economic Conflicts

LienFi, Cat 5 Partners, LLC, LienFi Custody Services, LLC, affiliates, officers, directors, employees, service providers, sellers, or other platform participants may have economic interests in positions, listings, transactions, fees, custody arrangements, tokenized positions, or platform activity.

 

LienFi may earn fees including listing fees, marketplace fees, transaction fees, custody-related fees, administrative processing fees, redemption processing fees, transfer fees, technology fees, or other fees disclosed through the platform or applicable transaction documentation.

 

These interests may create actual or potential conflicts of interest. LienFi endeavors to manage conflicts through disclosure, policies, procedures, operational controls, and platform rules, but cannot guarantee the elimination of all conflicts.

 

13. User Responsibility

You are solely responsible for:

  • Evaluating each position and determining whether it is appropriate for you.
  • Reviewing applicable state and local law, platform disclosures, position-specific documentation, custody records, transaction records, smart contract records, and risk disclosures.
  • Conducting independent due diligence on the underlying property, jurisdiction, instrument, seller, title, priority, redemption mechanics, transferability, fees, and legal risks.
  • Consulting qualified legal, tax, accounting, financial, title, real estate, environmental, or other advisers as appropriate.
  • Securing your digital wallet, private keys, seed phrases, devices, passwords, and accounts.
  • Understanding the tax consequences of any purchase, sale, transfer, redemption, resolution, payment, claim, or other platform activity.
  • Complying with all laws, regulations, restrictions, and obligations applicable to you.

14. Acknowledgment and Acceptance

USER ACKNOWLEDGMENT

By checking the box below, clicking “I Acknowledge,” connecting a wallet, creating an account, submitting an asset, listing a position, purchasing a position, selling a position, transferring a position, claiming amounts associated with a position, or otherwise using the platform, you confirm that:

  • You have read this Risk Disclosure Statement in its entirety.
  • You understand that LienFi is a technology platform and does not provide investment, tax, legal, accounting, or financial advice.
  • You understand that qualified sellers may bring specific tax lien certificates or tax deeds to the platform for review, custody, and potential listing.
  • You understand that LienFi does not originate, issue, acquire, pool, fractionalize, or guarantee tax lien certificates or tax deeds.
  • You understand that LienFi Custody Services, LLC, or another designated custody provider, may serve as custodian for eligible assets accepted onto the platform.
  • You understand that tax lien certificates and tax deeds are real-world instruments governed by state and local law.
  • You understand that the final redemption amount, foreclosure process, deed process, title outcome, timing, and other results are governed by applicable law and may differ from information displayed on the platform.
  • You understand that purchasing, holding, selling, transferring, or otherwise interacting with positions involves material risks, including possible loss of capital.
  • You understand that positions may be illiquid and that LienFi does not guarantee any sale, transfer, redemption, foreclosure, deed issuance, recovery, liquidity, price, timeline, or return.
  • You have consulted, or have had the opportunity to consult, with qualified legal, tax, accounting, financial, and other professionals before making any decision.
  • You accept sole responsibility for your decisions, your due diligence, your compliance obligations, your tax obligations, and the security of your digital wallet.

 

Last updated: May 19, 2026