Small Change: Platform Profile

Overview

Small Change is a real-estate crowdfunding marketplace built around individual projects rather than a pooled real-estate portfolio.

Its current site supports two materially different securities pathways:

• Regulation Crowdfunding offerings through NSSC Funding Portal, LLC;
• Rule 506(c) offerings through NSSC Crowd, LLC.

That distinction controls who can invest and which regulatory rules apply.

Reg CF is the retail-access side of the platform. Small Change says investors over 18 can participate in qualifying Regulation Crowdfunding offerings, subject to federal investment limits and offering terms. Accredited status is not required.

Rule 506(c) offerings are different. They are limited to accredited investors, and Small Change's own developer materials state that it charges fixed fees for those offerings because Small Change is not acting as a broker-dealer in that lane.

The platform focuses on real-estate projects with a community or neighborhood component, but that does not reduce investment risk. Each security can depend heavily on one property, one borrower, one sponsor, one local market, or one development plan.

May fit better for

• investors who want to select individual private real-estate projects;
• non-accredited investors seeking eligible Reg CF real-estate offerings;
• accredited investors considering 506(c) projects;
• investors willing to analyze project-level offering documents;
• investors comfortable with long and uncertain holding periods;
• investors using an eligible self-directed IRA for selected offerings.

May fit less well for

• investors requiring daily liquidity;
• investors who want one diversified REIT or fund rather than project selection;
• investors unwilling to evaluate sponsor, development and property risk;
• users who assume crowdfunding means direct deed ownership;
• investors who cannot tolerate a partial or total loss;
• investors seeking a public exchange or guaranteed resale mechanism.

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Small Change uses two legal entities

The Small Change website explicitly identifies two companies.

Regulation Crowdfunding

• Legal entity: NSSC Funding Portal, LLC
• SEC file number: 7-12
• FINRA member: Yes
• Funding portal: Yes
• Broker dealer: No

FINRA's current funding-portal directory lists NSSC Funding Portal, LLC under the other name Small Change.

This entity conducts applicable Reg CF offerings.

Rule 506(c)

• Legal entity: NSSC Crowd, LLC
• Rule 506c: Yes
• Accredited investors only: Yes
• Broker dealer: No

NSSC Crowd is a separate company.

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Non-accredited investors can access Reg CF offerings

Small Change currently states:

• Minimum age: 18
• Reg cf non accredited access: Yes

Non-accredited investors remain subject to federal Regulation Crowdfunding investment limits.

Those limits apply across Reg CF investments generally, not only investments made through Small Change.

Rule 506(c) offerings remain accredited-only.

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There is no universal minimum investment

Each project sets its own minimum.

Current or recent platform examples show why one headline minimum would be misleading.

Offerings can begin at several hundred dollars, while others require $1,000, $5,000 or another project-specific amount.

The actual campaign page and offering documents control.

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Investors do not receive direct title to the real estate

Small Change explains that ownership structures vary.

An investor may receive:

• an interest in an LLC that owns real estate;
• a promissory note backed by real estate;
• an LLC interest where the LLC itself owns a real-estate-backed note;
• another offering-specific private security.

The economic and legal rights therefore depend on the actual security.

A $500 investment in an LLC interest is not the same thing as holding a deed to $500 worth of a building.

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Small Change does not currently offer a pooled real-estate product

The investor FAQ currently answers the pooled-portfolio question with "Not yet."

This increases the importance of position sizing.

A user can diversify by investing across multiple offerings, but Small Change does not automatically create diversification merely by putting projects on one website.

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Self-directed IRA access is supported

Small Change states that investors can use an eligible self-directed IRA.

• SDIRA support: Yes

Offering-level limits can apply to the amount of IRA capital a particular project may accept.

The retirement account must be held through an outside eligible structure.

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Investor fees and issuer fees are different

Joining Small Change is currently free.

• Account join fee: $0

For Reg CF developers, Small Change currently publishes:

• Issuer reg cf admin fee: $10,000
• Issuer reg cf success fee: 7% of funds raised
• Issuer admin credit if successful: $5,000 credited toward success fee

These are issuer-side costs.

They can affect offering economics, but they are not a 7% charge automatically added to an investor's purchase.

For 506(c) offerings, Small Change states that it uses fixed fees because it is not a broker-dealer and therefore does not use a transaction-based success fee in that lane.

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Escrow does not remove project risk

For applicable Reg CF investments, investor money is held in an escrow account until the offering conditions are met.

If the target condition is not achieved under the offering terms, funds are returned.

That protects against one narrow failure mode.

It does not protect investors after a successful closing from:

• construction overruns;
• weak leasing;
• sponsor problems;
• interest-rate pressure;
• refinancing risk;
• property damage;
• local-market decline;
• borrower default;
• total investment loss.

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Reg CF cancellation rights are time-limited

Small Change currently states that a Reg CF investor can change their mind until 48 hours before the offering closes.

• Reg cf cancellation window: until 48 hours before offering close

This is not a general right to redeem after closing.

Once an investment closes, liquidity becomes a separate issue.

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Liquidity is weak by design

Small Change's investor FAQ is direct about resale.

Generally:

• there is no active market;
• a willing buyer may not exist;
• transfer restrictions can apply;
• securities-law restrictions can apply.

A private real-estate security should not be compared with a publicly traded REIT merely because both provide real-estate exposure.

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Risk can be concentrated at the project level

The platform itself warns that offerings are speculative, illiquid and can result in loss of the entire investment.

Potential risks include:

• single-property concentration;
• development execution;
• leverage;
• sponsor conflicts;
• construction costs;
• permitting;
• environmental conditions;
• interest rates;
• refinance terms;
• tenant demand;
• property-market cycles;
• illiquidity.

The project's Form C, subscription agreement, operating agreement, note terms and other offering materials control.

Assessment

Small Change's strongest distinction is not a low minimum.

It is the ability to put individual real-estate projects in front of both retail Reg CF investors and accredited investors under separate legal pathways.

That flexibility also makes the platform harder to summarize with one fee, one minimum or one ownership structure.

The investor has to identify:

1. which Small Change entity is handling the offering;
2. which securities exemption applies;
3. what security is actually being purchased;
4. what the project-level minimum is;
5. what fees exist at the issuer and investment level;
6. how and when capital may be returned.

The platform does not solve private-market liquidity. It mainly improves access and transaction infrastructure.