RealtyMogul platform investors will be investing through an SPE, with RM RE Sponsor acting as the sole sponsor for the RealtyMogul platform investment, that will invest in a holding company (the “Holdco”) to acquire Governor’s Pointe. The Holdco will be co-managed by an affiliate of RM RE Sponsor and RICORE | Lee & Associates (together the "Co-Managers"). RICORE will lead day-to-day asset execution, including property management oversight, leasing, tenant relations, and local market operations, leveraging its vertically integrated platform and longstanding presence in the Greater Cincinnati market. RM RE Sponsor will provide management oversight, including underwriting, asset management, reporting, and investor communications throughout the hold period.
RM RE Sponsor
RM RE Sponsor is a subsidiary of RealtyMogul, one of the leading online platforms for real estate investing. RM RE Sponsor partners with experienced real estate operators to acquire and manage commercial real estate investments across multiple asset classes. The team is responsible for investment evaluation, underwriting, asset management oversight, and investor communications throughout the life of an investment.
RICORE | Lee & Associates
RICORE Investment Management, Inc. (“RICORE”) joined Lee & Associates in 2019 as RICORE | Lee & Associates. RICORE is the fourth-largest commercial real estate firm in Cincinnati and the largest privately held commercial real estate firm. Since its inception, RICORE has acquired approximately $131 million of commercial real estate across six investments and 62 tenants.
RICORE | Lee & Associates combines investment sales, leasing, property management, accounting, maintenance, and investor relations under one operating platform. RICORE | Lee & Associates focuses on a differentiated strategy that seeks assets with multiple levers to improve cash flow and value, including stabilized income, diverse tenancy, leasing upside, and operational efficiencies.
Investors receive institutional-level financial reports and exceptional investor communication. Since RICORE began leveraging its operating company to lease and manage syndicated investments in 2021, RICORE has consistently distributed quarterly dividends.
RICORE brings the strength of a large operating company and a multi-decade track record of managing and leasing commercial real estate in the Tri-State region.
The following tenant overviews highlight some of the portfolio's largest tenants by leased square footage.
Deerfield Township (14.0% of Portfolio SF):
Deerfield Township is a public-sector tenant supporting planning, finance, public works, parks, and resident services for Deerfield Township. The township serves more than 40,000 residents and supports a local economy that includes over 1,000 companies and approximately 23,000 employees, providing a stable governmental tenancy. According to its most recent audit as of December 31, 2025, Deerfield Township maintains an investment-grade credit rating from S&P.
Pratt Industries (13.0% of Portfolio SF):
Pratt is a privately held, vertically integrated producer of 100% recycled paper and corrugated packaging. The company is one of the largest recycled paper and packaging manufacturers in North America, operating 71 facilities across 25 states and generating approximately $4.8 billion of revenue at the parent company level in 2025. Pratt serves large national customers, including Procter & Gamble, and benefits from a significant local presence through P&G's nearby Mason campus.
Scanreco (11.3% of Portfolio SF):
Scanreco designs rugged radio remote-control and operator-interface systems used in construction, load handling, agriculture, mining, maritime, and forestry equipment. The company serves customers in more than 100 countries and operates across eight global locations, supporting mission-critical equipment applications worldwide.
Body Alive (6.8% of Portfolio SF):
Body Alive operates boutique fitness and wellness studios offering Pilates, yoga, barre, and related programming. Founded in Cincinnati, the company has expanded to 38 locations nationwide and utilizes a membership-based model focused on recurring customer engagement.
Bierman Autism Centers (4.9% of Portfolio SF):
Bierman Autism Centers provides center-based autism care for children, focusing on early intervention and individualized care programs, including applied behavior analysis, diagnostics, speech therapy, and occupational therapy services. The organization operates 34 centers across seven states and employs between 501 and 1,000 team members, making it one of the larger tenants in the specialized autism services sector.
| Sources of Funds | Amount | $ / SF |
|---|---|---|
| Debt (1) | $14,327,500 | $93 |
| LP Equity | $6,648,231 | $43 |
| GP Equity | $349,907 | $2 |
| Total Sources of Funds | $21,325,638 | $138 |
| Uses of Funds | Amount | $ / SF |
|---|---|---|
| Purchase Price | $19,825,000 | $128 |
| Acquisition Fee | $396,500 | $3 |
| 3rd Parties, Legal | $122,500 | $1 |
| Closing Costs | $271,638 | $2 |
| Near-Term TI/LC | $450,000 | $3 |
| Working Capital/Reserves | $260,000 | $2 |
| Total Uses of Funds | $21,325,638 | $138 |
(1) Maximum proceeds of $14,327,500, with $13,877,500 funded at close. Future funding of $450,000 to be used for future expected TI/LC costs.
The expected terms of the debt financing are as follows:
Senior Loan
- Lender: Republic Bank
- Loan Type: Permanent Loan
- Term: 60 Months
- Loan-to-Value (based on Purchase Price)(1): 72.3%
- Loan-to-Cost (LTC): 67.2%
- Estimated Proceeds: $14,327,500
- Interest Type: Fixed
- Annual Interest Rate: 7.20%
- Interest-Only Period: 24 Months
- Amortization: 25 Years
(1) A substantial portion of the total acquisition for the Property will be paid with borrowed funds, i.e., debt. Please carefully review the Disclosures section below for additional information concerning the Co-Managers' use of debt.
The Co-Managers intend to make distributions of Net Cash Flow from the limited liability company as follows(1):
- Pari-passu all cash flow available for distribution to the Equity Investors(2) until the Equity Investors(2) receive a 10% IRR; and
- 75% / 25% (75% to Equity Investors(2) / 25% to GP Equity Investors(3)) of all cash flow available for distribution.
The Co-Managers intend to make distributions of Capital Transactions from the limited liability company as follows(1):
- Pari-passu all cash flow available for distribution to the Equity Investors(2) until the Equity Investors(2) receive a 10% IRR; and
- 75% / 25% (75% to Equity Investors(2) / 25% to GP Equity Investors(3)) of all cash flow available for distribution.
The Co-Managers intend to make distributions to investors after the payment of the company's liabilities (loan payments, operating expenses, and other fees as more specifically set forth in the LLC agreements, in addition to any member loans or returns due on member loan).
Distributions are expected to start in April 2027 and are projected to continue on a quarterly basis thereafter. Distributions are at the discretion of the Co-Managers, who may decide to delay distributions for any reason, including maintenance or capital reserves.
(1) The limited liability company will invest in the property owner alongside other investment entities and receive pro rata distributions.
(2) Equity Investors include all members who invested capital in the limited liability company, including the Co-Managers and Co-Managers-related entities.
(3) GP Equity Investors include all members in the Co-Managers-affiliated promote entity.
| Cash Flow Summary(1) | ||||||
| Year 0 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
| Effective Gross Revenue | $2,359,077 | $2,453,420 | $2,632,271 | $2,728,534 | $2,826,540 | |
| Total Operating Expenses | $682,580 | $703,467 | $731,638 | $754,999 | $778,326 | |
| Net Operating Income | $1,676,498 | $1,749,953 | $1,900,633 | $1,973,535 | $2,048,214 | |
| Project-Level Cash Flows | ||||||
| Year 0 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
| Net Cash Flow | ($6,998,138) | $507,365 | $507,365 | $449,802 | $507,365 | $12,015,592 |
| Investor-Level Cash Flows | ||||||
| Year 0 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
| Net Cash Flow(2) | ($2,000,000) | $145,000 | $145,000 | $128,549 | $145,000 | $3,433,940 |
| Investor-Level Cash Flows - Hypothetical $50,000 Investment | ||||||
| Year 0 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
| Net Cash Flow | ($50,000) | $3,625 | $3,625 | $3,214 | $3,625 | $85,849 |
(1) RM Technologies, LLC and its affiliates do not provide any assurance of returns. Returns presented are net of all fees. Please carefully review the Fees and Disclosures sections below for additional information concerning Co-Managers' use of projected returns and fees paid to Co-Managers and RM Technologies, LLC.
(2) Investors from the RM Technology Platform will have a 28.6% pro-rata share of the Project-Level Cash Flows, assuming a target raise of $2,000,000 using the RM Technology Platform is met. See disclosures in the PPM for additional detail.
Certain fees and compensation will be paid over the life of the transaction; please refer to Co-Managers' materials for details. The following fees and compensation will be paid(1):
One-Time Fees:
| Type of Fee | Amount of Fee | Received By | Paid From |
|---|---|---|---|
| Acquisition Fee | 2.00% of Purchase Price | RM RE Sponsor & RICORE (50/50) | Capitalized Equity Contribution |
| Brokerage Fee | 0.76% of Purchase Price | RICORE | Capitalized Equity Contribution |
| Sales Brokerage Commission | 1.00% of Gross Sales Price of the Property | RICORE | Sales Proceeds |
Recurring Fees:
| Type of Fee | Amount of Fee | Received By | Paid From |
|---|---|---|---|
| Asset Management Fee | 3.50% of Effective Gross Revenue | RM RE Sponsor | Cash Flow |
| Property Management Fee(2) | 3.50% of Effective Gross Revenue | RICORE | Cash Flow |
| Construction Management Fee | 5.00% of Total Project Construction Costs | RICORE | Cash Flow |
| Leasing Brokerage Fee | Up to 6% of Net Revenue for New Leases and 3% of Net Revenue for Renewal Leases | RICORE | Cash Flow |
(1) Fees may be deferred to reduce impact to investor distributions.
(2) Property management fee will be the greater of 3.5% of effective gross revenue or the amount that is eligible for reimbursement under current leases at the property.
The information on this Page is qualified in its entirety by reference to the more complete information about the offering contained in the Sponsor’s Investment Documents. The information on this Page is not complete and subject to change at the Sponsor’s discretion at any time up to the closing date. The Sponsor’s Investment Documents and supplements thereto contain important information about the Sponsor’s offering including relevant investment objectives, the business plan, risks, charges, expenses, and other information, which you should consider carefully before investing. The information on this Page should not be used as a basis for an investor’s decision to invest.
Risk of Investment
This investment is speculative, highly illiquid, and involves substantial risk. There can be no assurances that all or any of Sponsor’s assumptions, expectations, estimates, goals, hypothetical illustrations, or other aspects of Sponsor’s business plans (“Assumptions”) will be true or that actual performance will bear any relation to Sponsor’s Assumptions, and no guarantee or representation is made that Sponsor’s Assumptions will be achieved. If Sponsor does not achieve its Assumptions, your investment could be materially and adversely affected. A loss of part or all of the principal value of your investment may occur. You should not invest unless you can readily bear the consequences of such loss. Sponsor’s Assumptions should not be relied upon as the primary basis for your decision to invest.
No Reliance on Forward-Looking Statements; Sponsor Assumptions
Sponsor is solely responsible for statements made concerning forward-looking statements and Assumptions, which apply only as of the date made, are preliminary and subject to change, and are expressly qualified in their entirety by the disclosures and cautionary statements included in Sponsor’s Investment Documents, which you should carefully review. A Sponsor is obligated to update or revise such forward-looking statements or Assumptions to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. Sponsor’s forward-looking statements and Assumptions are hypothetical, not based on actual investment achievements or events, and are presented solely for purposes of providing insight into the Sponsor’s investment objectives, detailing Sponsor’s anticipated risk and reward characteristics, and establishing a benchmark for future evaluation of actual results; therefore, they are not a predictor, projection, or guarantee of future results. You should not rely on Sponsor’s forward-looking statements as a basis to invest.
Importantly, RealtyMogul does not adopt, endorse, or provide any assurance of returns or as to the accuracy or reasonableness of Sponsor’s Assumptions or forward-looking statements.
No Reliance on Past Performance
Any description of past performance is not a reliable indicator of future performance and should not be relied upon as the primary basis to invest.
Sponsor’s Use of Debt
A substantial portion of the total cost of the real estate asset acquired by the Sponsor with investor funds (“Property”) will be paid with borrowed funds, i.e., debt. Sponsor’s estimated rates and terms of the debt financing are subject to lender approval, and there is no assurance that the Sponsor will secure debt at the rates and terms presented on this Page or in the Sponsor’s Investment Documents, or at all. The use of borrowed money to acquire real estate is referred to as leveraging, which can amplify losses and could result in lender foreclosure. In addition, if the debt includes a variable (or “floating”) interest rate, the total amount of interest paid over the term of the debt will fluctuate and can increase. As a result, Sponsor’s use of debt can result in a loss of some or all of your investment.
Sponsor’s Offering is Not Registered
Sponsor’s securities offering will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions from registration pursuant to Rule 506(c) of Regulation D as promulgated under the Securities Act (“Private Placement”). In addition, the offering will not be registered under any state securities laws in reliance on exemptions from state registration. Such securities (your ownership interests) are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable state and federal securities laws pursuant to registration or an available exemption. All Private Placements on the Platform are intended solely for “Accredited Investors,” as that term is defined in Rule 501(a) under the Securities Act.
Target IRR
Targeted performance metrics, including the target internal rate of return (“Target IRR”), target cash-on-cash return (“Target Cash-on-Cash”) and target equity multiple (“Target Equity Multiple” and collectively, the “Target Returns”) presented herein are hypothetical, are provided for illustrative purposes only, and do not constitute a prediction, projection, or guarantee of future performance. The Target Returns are based on a number of subjective assumptions, estimates, and forward-looking statements regarding future events, market conditions, strategy execution, and other factors that are inherently uncertain and beyond the control of the Sponsor. Actual results may differ materially from the Target Returns. The Target Returns are presented on a “net” basis, (i.e., they reflect the Sponsor fees, “promote,” taxes, transactions costs and other expenses reasonably expected to be borne by investors in the Offering). No representation or warranty, express or implied, is made by the Sponsor or any of its affiliates or representatives that the Target IRR, Target Cash-on-Cash or Target Equity Multiple will be achieved.
No Investment Advice
RealtyMogul is not a registered broker-dealer, investment adviser or crowdfunding portal. Nothing on this Page should be regarded as investment advice (either with respect to a particular security or regarding an overall investment strategy), a recommendation, an offer to sell, or a solicitation of or an offer to buy any security. Advice from a securities professional is strongly advised to understand and assess the risks associated with real estate or private placement investments.
RM Adviser, LLC, a wholly owned subsidiary of RM Investor LLC and an affiliate of RealtyMogul, is an SEC-registered investment adviser. RM Adviser, LLC provides investment management services exclusively to certain REITs and single purpose funds and does not in any way provide investment advisory services to Sponsor, any other Platform sponsors or any Platform investors.