Read This Page Before Any Other
Investing in Florida Sun Farms involves significant risk. The list below is not exhaustive, and prospective investors should conduct independent due diligence before investing.
Eleven Primary Risks
Related-Party Customer Concentration
All four current energy provision agreements are with entities affiliated with The Florida Sun's founder and management, not independent third parties. Related-party contracts may not reflect arms-length market terms and could be renegotiated, non-renewed, or otherwise affected by decisions made across the founder's broader group of companies rather than by Florida Sun Farms alone.
Early-Stage, No Operating History
The Florida Sun was formed in May 2026, has one energized asset, no shares outstanding, and no independently audited financial statements.
Production Variability
Solar output depends on weather, seasonality, and equipment performance; modeled production and revenue figures in Financials may not match actual results.
Scale-Up / Ramp Risk
The flagship array has not yet reached its full 1.2 MW design capacity as of this prospectus. Completing that build-out could take longer, cost more, or produce a different ultimate capacity than management currently plans, which would affect the production and revenue figures modeled in Financials.
Staggered Commencement Risk
Of the four signed energy provision agreements, only SunBit Mining Corporation's agreement has commenced delivery as of this prospectus (since July 1, 2026). Kasper Transactions, 9Core Compute, and DANI AI are scheduled to commence in August, September, and October 2026, respectively, but commencement could be delayed, reduced in scope, or fail to occur, which would reduce modeled revenue below the fully ramped figures presented in Financials.
Single-Site Concentration
The Florida Sun currently operates one flagship site; any operational disruption, damage, or interconnection issue at that site affects substantially all of The Florida Sun's modeled revenue.
Turnkey Sales Execution Risk
No turnkey system has been sold to date; the turnkey revenue line described in Financials is illustrative and unproven.
Housing-Development Strategy Risk
The Phase 3 housing-development-anchored site strategy is directional; it depends on future real estate partnerships, permitting, and capital that are not yet secured.
Regulatory & Interconnection Risk
Cooperative territory rules, net-metering policy, and interconnection requirements in Florida could change or could constrain future site selection.
Capital-Raise Completion Risk
This offering may not be fully subscribed; a shortfall could delay use-of-proceeds items described in Financials.
Illiquidity
There is no public market for The Florida Sun's shares, no listing is currently targeted, and resale may be difficult or impossible for an extended period.
Five More Factors to Weigh
Weather & Catastrophic Event Risk
Florida is exposed to hurricanes and severe storms; a significant weather event could damage the flagship array, interrupt production, and reduce or eliminate modeled revenue for an extended period.
Insurance Adequacy Risk
Insurance coverage may not be sufficient to fully replace or repair the flagship array after a covered loss, or a loss may not be covered at all under The Florida Sun's policies.
Key-Person Risk
The Florida Sun's operations, contracted-customer relationships, and financial modeling depend heavily on Damian Wells; his unavailability could materially disrupt the business.
Tax & Incentive Policy Risk
Federal tax incentives referenced in Financials, including bonus depreciation and the Section 48E investment tax credit, are governed by current law that has changed materially in recent years and could change again, affecting the after-tax return on the flagship array.
SBA Loan & Leverage Risk
The Florida Sun is utilizing U.S. Small Business Administration loan financing, in addition to this equity offering, to fund the flagship's scale-up. This debt financing creates fixed debt service obligations and lender covenants that rank ahead of common stock, regardless of the flagship's actual production or revenue in a given period, and could constrain The Florida Sun's operating flexibility or reduce the value available to common shareholders if loan terms are unfavorable or if The Florida Sun does not meet its obligations under the loan.
Common Stock, Single Class, No Guaranteed Return
All shares offered in this placement are common stock of a single class. A share of Florida Sun Farms common stock participates through enterprise value growth and through corporate distributions if and when declared by the Board; it does not carry a preferred liquidation preference, a guaranteed dividend, or any fixed return.
| Right / Mechanism | Description |
|---|---|
| Voting Rights | One vote per share on matters submitted to shareholders, consistent with The Florida Sun's single-class common stock structure. |
| Dividends | Discretionary, subject to Board declaration; no dividend has been declared to date and none is guaranteed. |
| Information Rights | Investors in this placement will receive periodic updates on flagship site performance, contract status, and use-of-proceeds progress, at a cadence to be set by the Board. |
| Liquidity Path | No public listing is currently targeted. Potential future liquidity events include a private sale of The Florida Sun, a strategic acquisition, or a future decision by the Board to pursue public-market liquidity; none of these is committed or scheduled. |
| Transfer Restrictions | Shares are unregistered and subject to standard transfer restrictions under applicable securities exemptions; resale may require The Florida Sun's consent and compliance with applicable law. |
| Anti-Dilution | No anti-dilution protection is offered on the common stock issued in this placement; future financing rounds may dilute this offering's investors. |
Scroll horizontally to see all columns.
Because there is no target IPO date and no active sale process, investors should view this as a long-duration, illiquid investment tied to The Florida Sun's ability to grow enterprise value through additional contracted generation, successful turnkey sales, and, eventually, a Board-directed liquidity event on a timeline that is not yet known.
| Additional Right / Policy | Description |
|---|---|
| Preemptive Rights | No shareholder in this placement has a preemptive right to purchase shares in future financing rounds; future issuances may occur without offering existing shareholders a first right to participate. |
| Board Composition | The Board is currently composed of The Florida Sun's founder; The Florida Sun has not committed to adding independent directors, though it may do so as The Florida Sun grows. |
| Amendment of Governing Documents | The Florida Sun's articles of incorporation and bylaws may be amended as permitted under Florida law and The Florida Sun's governing documents, generally requiring Board and, where applicable, shareholder approval. |
| Redemption Rights | Common stock issued in this placement carries no mandatory redemption right; The Florida Sun is not obligated to repurchase shares from investors. |
Scroll horizontally to see all columns.
The Florida Sun does not currently hold regular in-person shareholder meetings given its small, recently formed shareholder base, and expects to conduct routine shareholder business, such as approving major corporate actions, through written consent procedures permitted under Florida corporate law as the shareholder base grows.
Qualified Small Business Stock (QSBS) Considerations
Common stock in a C-Corporation formed to conduct an active trade or business, such as The Florida Sun, may qualify as Qualified Small Business Stock under Section 1202 of the Internal Revenue Code, which can allow a shareholder who acquires and holds original-issue stock for more than five years to exclude some or all of the resulting gain from federal income tax, subject to per-issuer and per-taxpayer limits. Qualification depends on facts that are not yet fixed, including The Florida Sun's aggregate gross assets at the time shares are issued and its ongoing use of proceeds, and management has not obtained a ruling or made a formal determination that shares issued in this placement qualify. Prospective investors should not assume Section 1202 treatment applies and should discuss QSBS eligibility with their own tax advisor before relying on it as part of their investment decision.
Stock Ledger & Transfer Agent Status: The Florida Sun currently maintains its own stock ledger internally, with the Secretary responsible for recording issuances, transfers, and cancellations rather than engaging an independent, registered transfer agent. This is typical for a formation-stage company with a small number of holders. As the shareholder base grows, management may engage a third-party transfer agent to maintain the ledger, process transfers, and handle related recordkeeping, which would be disclosed to shareholders at that time.
Short-Term, Long-Term, and QSBS Scenarios
| Holding Period Scenario | General Tax Consideration |
|---|---|
| Sale within one year of acquiring shares | Any gain would generally be treated as short-term and taxed at ordinary federal income tax rates |
| Sale more than one year after acquiring shares | Any gain would generally be eligible for long-term capital gains rates, subject to the shareholder's individual circumstances |
| Sale more than five years after acquiring shares, if Section 1202 requirements are met | A portion or all of the gain could potentially be excluded from federal income tax, subject to statutory limits and a formal determination that has not yet been made |
Scroll horizontally to see all columns.
This table is general information only, is not tax advice, and does not account for state tax treatment, which varies and is not addressed in this prospectus. Every prospective investor should consult their own tax advisor.
Points Raised Earlier, in Shorter Form
These summarize points raised earlier in this prospectus. They are not a substitute for reading the full document, and they do not replace the Risk Factors above.
What happens if one of the four contracted customers stops paying or does not renew?
Modeled revenue in Financials would decline in proportion to that customer's contracted volume. Because all four customers are related parties, see the Related-Party Customer Concentration risk above for a full discussion.
Can I sell my shares after I invest?
No public market exists and none is currently targeted. Resale is subject to applicable securities law, standard transfer restrictions, and may require The Florida Sun's consent.
How is my investment taxed?
Generally as a capital gain or loss when shares are sold, and on any dividends the Board declares; see the tax treatment note in Financials and the QSBS discussion below. This is general information only, not tax advice.
What if the flagship array never reaches its full 1.2 MW design capacity?
The revenue, expense, and net operating income figures modeled in Financials assume full capacity and all four agreements simultaneously live. If the array falls short, actual results would be lower than those figures, a risk discussed in the Scale-Up / Ramp Risk above.
Does The Florida Sun plan to raise additional capital beyond this offering?
Possibly. The Florida Sun is concurrently using SBA loan financing alongside this offering, and later roadmap phases may require additional capital that has not been committed or sourced.
Who do I contact with questions about this offering?
Damian Wells, President, at the address on the Leadership page. Prospective investors are encouraged to raise questions before completing a subscription agreement.
Meet the Team Behind Florida Sun Farms
See leadership backgrounds, governance practices, and the disclosed related-party role at the center of this offering.
View Leadership & Governance