- Version 10.1
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- Create Date November 2, 2026
- Last Updated November 3, 2026
Private Placement Memorandum
The Fair Skills Games LLC Private Placement Memorandum (FSG-01, Version 10, October 28, 2026) is a confidential Rule 506© offering of restricted membership interests in designated Device Series, limited to reasonably verified accredited investors, with a $25,000,000 maximum and no aggregate minimum. Each standard Series acquires one $255,000 Nudge Solaris package using $30,000 of Trust capital and $225,000 of Fair Skills Systems seller financing. Holdings contributes $1,000 and holds the passive, nonvoting 1% interest. The Investor pays a separate $5,000 Taxpayer Protection Foundation administration fee, so initial Investor cash is $35,000, and receives the 99% economic interest. Ordinary items and the permitted operating-distribution pool are shared 99%/1%, but Investor cash is capped at 18% of positive Machine Revenue, with no member distributions during the first 180 days after Installation and no fixed yield. The seller loan is a direct Trust-estate obligation, with no personal guarantee. No collections are due for the first 180 days, contractual interest is zero through day 150, then 5.5% simple interest, the regular installment is $1,838.44, and maturity is 84 months after Funding. Excess Cash accelerates principal. Systems is Seller, Lender, and nonmember Manager. Arcade operates and receives 5% of positive monthly Machine Revenue.
The Memorandum states that the interests are speculative, illiquid, and concentrated in one machine and venue, and that operating results, distributions, refinancing, and tax benefits are not assured. It describes intended partnership reporting and possible 100% bonus depreciation, with a hypothetical gross allocation of $252,450 to the Investor if the full cost qualifies, but it treats that figure as neither a net loss, a cash distribution, nor a refund. Basis, at-risk, participation, interest, excess-loss, trust-attribution, and state limits are separate tests. It also covers securities compliance, conflicts, compensation, investor approval and removal rights, closing and refund mechanics, and the related transaction documents. No deduction, savings, refund, investment return, or penalty protection is guaranteed.
