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Regulation Best Interest Disclosure

This disclosure summarizes important information concerning (1) the limitations that apply when Dalmore Group LLC (“Dalmore” or the “Firm”), acting as a broker-dealer, makes recommendations to open up an account or to buy, sell, or hold any investment or to pursue an investment strategy, and (2) how Dalmore makes money and the conflicts related to those recommendations.

You should consider this document along with Dalmore’s Relationship Summary (“CRS”) you received, and additional written and verbal disclosures made by your Registered Representative when evaluating recommendations and services we provide. Layered together, these disclosures provide a full and fair description of material facts and an explanation of our duty to make recommendations to you that are in your best interest.

Dalmore encourages you to go to Investor.gov/CRS to access free and simple tools to research our Firm and Registered Representatives, and access educational materials about broker-dealers and investing.

Understanding the Capacity of the Firm

Dalmore Group LLC is registered with the U.S. Securities and Exchange Commission (“SEC”) as a broker-dealer and is a member of FINRA. We do not offer all types of securities. Instead, we offer limited investment opportunities in private placements, crowdfunding, and other unregistered securities. In most offerings, we service the issuer/sponsor as “Broker of Record”, and not the investor.

From time to time Dalmore offers brokerage services to retail investors, recommending and/or facilitating investments in unregistered securities transactons as placement agent, referral agent, or in a similar capacity. We do not have minimums, but investments are subject to the issuer/sponsor’s terms and acceptance. As part of the subscription process, you will receive more specific information about the investment, including associated fees and Dalmore’s role. It’s important that you thoroughly review these offering documents prior to making your investment decision.

Firm Compensation

Transaction Compensation:

Transaction-based fees, sometimes referred to as a “commission”, “sales concession”, “capital raise fee” or “success fee”, generally range from 1% to 6% of your investment in Regulation A, Regulation Crowdfunding, or Regulation D offerings, with the exact terms of fees listed in the offering document. When Dalmore receives transaction fees from the issuer/sponsor, generally a portion is shared with your Registered Representative. Because fees vary by issue, we have an incentive to sell a higher transaction-based fee product.

When an issuer permits secondary market trading of exempt securities, up to a 2.5% trading fee to both the buyer and seller is assessed by Dalmore as the registered broker-dealer facilitating trading. A portion of the transaction fee is shared with the third-party broker-dealer holding your brokerage account. In some cases, issuers pay Dalmore a 2% commission and you will not be charged a transaction fee. See third-party relationships.

With transaction-based compensation, the more you invest, the more compensation we receive. Thus we have an incentive to encourage larger or more frequent investments.

Referral Fees:

Dalmore may enter into referral agreements to receive compensaton for introducing clients to a third-party issuer/sponsor, a portion of which is shared with your Registered Representative. With EB-5 Investment Programs, referral fees are often called administration fees. On an $800,000 EB-5 minimum investment, investors are charged an admin fee, typically between $40,000 and $60,000, but it can be higher. Actual admin fees are disclosed during the subscription process. We have an incentive to recommend investments that pay higher referral fees. 2 | Page Dalmore Group LLC Reg BI Supplemental Disclosure v5.05.23

Trail Compensation:

Trails represent ongoing compensation paid from the assets of an investment product, based on an annual percentage of invested assets. When Dalmore receives trail compensation from some investment products, a portion is shared with your Registered Representative. With EB-5 Investment Programs, trail compensation is in the form of residual interest payments which generally range from 1.6% to 3% per annum. We have an incentive to recommend products that pay higher “trails”.

Retainer Fees:

In certain engagements, issuer/sponsor clients are assessed non-refundable retainer fees. Dalmore does not share this revenue.

Revenue Sharing/ Third-Party Payments:

Compliance Fees:

The Company receives flat fees that it charges its Registered Representatives on an annual or prorated basis.

Other Fees:

Revenue from contracts with issuer/sponsors includes other income from various fees for investment banking, advisory and consulting services. These setup, legal and flat fees vary by offering type as described on our website. For specific information, please refer to the applicable investment’s offering document/private placement memorandum.

The fees for unregistered securities are substantially higher than you would pay to invest in publicly traded securities. It is important to consider that purchasing these exempt offerings may provide a cost-effective way to invest in private companies and/or secure immigration, however they are not for everyone given the risks and costs involved.

Understanding Affiliate or Third-Party Relationships

Affiliate Relationships

Dalmore Technology LLC provides online capital raise self-hosting technology, such as Dalmore Direct™ and Dalmore Fraction™ to issuer/sponsors, while United Transfer Agency LLC provides transfer agent services to issuer/sponsors. Both entities are affiliated with Dalmore by ownership and control and provide support services to Dalmore issuer/sponsor clients.

Trading Relationships

Regulation A issuers electing secondary market transaction engagements with Dalmore permit the Firm to facilitate secondary trades through the PPEX Alternative Trading System (North Capital) with a 2.5% commission charge to both the buyer and seller. Investors open securities accounts at Open to the Public Investing, Inc. (“Public”), a SEC registered broker-dealer and member of FINRA and SIPC, and have access to the Public Platform to enter self-directed orders. Dalmore pays a referral fee to Public in connection with secondary trading. You can view Public.com’s Alts Risk & Conflicts of Interest Disclosures here and as well as access Public’s Form CRS (Relationship Summary) here.

Secondary trades exclusive to a sponsor of exempt securities are executed through the PPEX Alternative Trading System with no transaction fee. Client accounts are carried by DriveWealth, LLC, a SEC registered broker-dealer and member of FINRA and SIPC. The arrangement is limited to clients who place self-directed orders through the sponsor’s online/app platform. You can access DriveWealth’s Form CRS (Relationship Summary) here.

Dalmore entered into an agreements with technology providers to support online investments in exempt securities. Dalmore receives compensation from issuers using the platforms as stipulated in the offering documents. See Firm Compensation.

Insurance Relationships

Assurely and Dalmore entered a partnership to offer crowdfunding specific Tiger D&O insurance for issuer/sponsor clients. 3 | Page Dalmore Group LLC Reg BI Supplemental Disclosure v5.05.23

Understanding the Capacity of the Registered Representative

It’s important for you to understand your Dalmore Registered Representatives role when providing services to you. Dalmore associates are generally independent contractors and may offer investment related services under their own business name.

Some of our Representatives may engage in certain approved outside business activities other than providing broker services through Dalmore, for example:

  • Dual employment with an issuer/sponsor. This practice presents a conflict of interest as these individuals, in their issuer/sponsor capacity have an incentive to recommend investments in these entities.
  • Ownership or employment with third-parties/affiliates providing independent services to our clients. In some cases, these persons will earn compensation greater than through Dalmore. This practice presents a conflict of interest because they may have an incentive to recommend these services to you. If you contract with a Registered Representative for services away from Dalmore, you should discuss any questions you have about the compensaton they receive from the outside entity.

We encourage you to review Registered Representatives’ outside activity disclosures on FINRA’s public website at www.brokercheck.com.

Representative Compensation

Dalmore typically pays our Registered Representatives a percentage of revenue they generate from sales of products or services. The percentage received can vary (typically between 25% to 90%) depending on the associates agreement, and in some cases the levels of production. Compensation of this type creates a financial incentive for the Representative to meet production levels.

In some cases, Dalmore will receive other compensation such as warrants or stock in lieu of cash compensation which is generally shared with Representatives. These special incentives present a conflict of interest to recommend an investment that will potentially yield higher compensation.

Supervisory/ Management Compensation

Trail Compensation:

Representatives may share in trail compensation for EB-5 Platform investments. See the Firm’s Trail Compensation section for more details.

Non-Cash Compensation:

Other Benefits:

Employee bonuses may be paid at Dalmore’s discretion, based on the Firm’s overall profitability.

Dalmore addresses Registered Representative compensation conflicts by making full disclosure to you, by only offering non-disretionary services, and by requiring a supervisor of our Firm to oversee your transactions.

Please also note that not all of the conflicts described in this disclosure summary apply to a particular Registered Representative, his or her services, or all the products we offer. When Regulation Best Interest applies, our Registered Representatives may be required to disclose additional information specific to them, such as limitations on the securities or investment strategies involving securities that they may recommend, differences in the investment approach they are recommending to you, and any conflicts of interest that may be unique to them. If that is the case, then your Registered Representative will disclose such additional information to you orally or in writing before or at the time they make the recommendation to which that additional information relates. 4 | Page Dalmore Group LLC Reg BI Supplemental Disclosure v5.05.23

Brokerage Services

Dalmore offers limited investment products and services. We offer investors the opportunity to make self-directed investments on an agency-basis of interests in registered and unregistered securities offerings, including private placements offered under Regulation D, Regulation A, and EB-5 investment programs. A private placement is a non-public offering of securities exempt from full SEC registration requirements. “Institutional Investors” is defined in FINRA Rule 4512(c) and includes (i) a bank, savings and loan association, insurance company or registered investment company; (ii) an investment adviser registered either with the SEC or with a state securities regulatory agency; or (iii) any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million. “Accredited Investors” is defined in SEC Rule 501(a) and includes natural persons with a net worth of more than $1 million (not including the person’s primary residence) or with an annual income at least $200,000 each year for the last two years (or $300,000 combined income with the person’s spouse or spousal equivalent) and have the expectation to make the same amount during the current year.

Most private placements have a minimum investment amount which can vary by issuer and placement. Investment minimums may be waived and will be listed in the private placement memorandum (“PPM”) or similar offering documents.

When a private placement is offered by Dalmore, we do so on a best-efforts basis, meaning we do not agree to raise all the money requested by the issuer. Once you subscribe for a private placement, we will not monitor your investment on a regular basis. Moreover, we do not agree to enter into a fiduciary relationship with you. It is important for you to understand that should our Registered Representatives make a recommendation to you, we are obligated to ensure that such recommendation is in your best interest, considering reasonably available alternatives, and based on your stated investment objective, risk tolerance, liquidity needs, time horizon, financial needs, tax status, and other financial information you provide us. You may accept or reject any recommendation. It is also your responsibility to monitor your investments, and we encourage you to do so regularly. We do not commit to provide ongoing monitoring of any securities. If you prefer ongoing monitoring of your investments, you should speak with a financial professional about whether an advisory services relationship is more appropriate for you. From time to time, we may provide you with additional information and resources to assist you with managing your investment. This may include but is not limited to educational resources, financial reports, summaries and/or updates about the issuer. When we offer this information, we do so as a courtesy to you. These activities are not designed to monitor specific investment holdings, they do not contain specific investment recommendations about investment holdings, and you should not consider them a recommendation to trade or hold any particular security.

We do not offer all types of securities, but limit investment opportunities available to private placements, unregistered interests and certain other securities. Other security products or brokerage services may be more suitable for you.

Investment Risks

It is important for you to understand that all investment recommendations and activities involve risk, including the risk that you may lose your entire principal. Higher-risk investments, including private placements and other unregistered interests, may have the potential for higher returns but also for greater losses. The higher your “risk tolerance,” meaning the amount of risk or loss you are willing and able to accept in order to achieve your investment goals, the more you may decide to invest in higher-risk investments offering the potential for greater returns. Any recommendations are based in part on your risk tolerance and investment objective. We encourage you to carefully consider your investment objective and risk tolerance before investing.

Private Placements are extremely speculative, illiquid, and includes unique risks.

While we will take reasonable care in developing and making recommendations to you, private placements involve risk, and you may lose money. There is no guarantee that any private placement will meet the stated investment goals, or that our recommended investment strategy will perform as anticipated. Please consult any available PPM or other offering documents for any security we recommend for a discussion of risks associated with the product.

The PPM contains important information about a particular investment’s business, operations, financial condition, and risks. The risks below include a summary of risk factors and is not meant to be all inclusive. These include the following: 5 | Page Dalmore Group LLC Reg BI Supplemental Disclosure v5.05.23

  • Investments are Generally Risky and Offer No Guarantee of Success. All investments generally bear the risk of partial or complete loss of capital. There is no guarantee that an investment will be profitable.
  • Illiquidity. Private placements have limited transferability and investors may not be able to liquidate their interest in an issuer. Because of a variety of restrictions upon the transferability of the issuance, including restrictions imposed by federal securities laws, an investor may be required to retain their investment indefinitely. As a result of the foregoing factors, prospective investors must understand that there may never be a market of any kind for the purchase and sale of the interests.
  • Forward-Looking Statements. Issuer material may contain forward-looking statements. When used in the material, including but not limited to words such as “believe,” “anticipate,” “intend,” “plan,” “seek,” “will be,” “expects,” “estimates,” “projects” and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of an issuer are subject to certain risks and uncertainties which could cause actual events or the actual future results of the issuer to differ materially from such forward-looking statements. Certain of these risks include changes in the markets in which the issuer operates, technological advances, changes in applicable regulations and new entries into the market. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regard as a representation by the issuer or any other person that the objective and plans of the Issuer will be achieved.
  • Changes in Capital Markets and the Economy. Each issuer is materially affected by conditions in the global capital markets and the economy generally. Concerns over inflation, energy costs, geopolitical issues, the availability, and cost of credit may contribute to increased volatility and diminished expectations for the economy the markets or this investment going forward. These factors, among others not listed, may contribute to increased likelihood of Issuer failure and loss of investment. In addition, small and new businesses may be particularly susceptible to such factors.

Because the risks of each issuer and private placement are unique, it’s important to review the PPM or other offering material, understand the unique risks of the particular investment under consideration, and ask your registered representative additional questions about the business practices and risks associated with any recommended private placement.

Additional Resources

You can call Dalmore Group at (929) 207-3164 to request up-to-date disclosure information or to ask any questions you have about this brochure or services offered by Dalmore Group LLC.

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