Investment Considerations

1) Purpose of the Financing

• Proceeds from this Offering will be used to (i) acquire a minimum of one but up to two Airbus A320 Commercial Jet Aircrafts equipped with all airframe parts (less engines), (ii) tear down the Aircrafts into Aircraft Parts, and (iii) pay issuance and management expenses associated with this Offering.

2) Issuer – A320 Teardown, LLC

• A320 Teardown, LLC (“A320 Teardown”) is an entity to be formed for the acquisition of a minimum of one but up to two Airbus A320-232 Aircrafts (no engines) and tear down the Aircrafts to harvest the Aircraft Parts (defined herein), which will be wholly owned by A320 Teardown. These parts will be sold via consignment by DSC Trading (the “Consignment Agent”).

• A320 Teardown will be managed by CFG Financial Services, LLC (“CFG FS”). A320 Teardown and the Consignees have agreed upon a consignment relationship governing teardown, sales and repayment, in which 75% of Net Sales Proceeds (defined herein) are for the benefit of the Issuer, and 25% for the Consignment Agent.

• Subsequent to the tear down, A320 Teardown will own inventory comprised of: (i) landing gears, (ii) nacelles, (iii) aircraft structures and flight controls, (iv) avionics, (v) wheels and brakes, and (vii) all other related accessories/parts from the Airframe (collectively, the “Aircraft Parts”) including auxiliary power units (APU’s).

• The Consignment Agent have an established customer base for the Aircraft Parts from the A320 aircrafts and have generated ~$38.6 million in sales on similar teardown programs since the beginning of 2020.

3) Security Description – 12% Senior Secured Consignment Participation Notes

• A minimum of $1,734,600 and up to $3,414,600

• Rate: 12.0% Senior Secured Consignment Notes (paid monthly)

• Term: 27 months

• Collateral: UCC-1 filing for Investors in the Aircraft Parts

• Investors will accrue interest owed during the 3-month tear down period, after which capital will be returned such that investors’ loan account balances will be zero after the full twenty-seven-month duration of the program. These payments (including principal & interest) will be paid monthly on a variable schedule as parts are sold.

• Distribution of proceeds from the sale of Aircraft Parts will be paid as follows: FIRST, 12% interest on any outstanding principal balance; SECOND, variable principal amortization.

• Any shortfall in principal repayment at the end of the Term will be repaid via balloon payment (either from a batch sale auction of the Aircraft Parts or by DSC Trading direct purchase of the remaining Aircraft Parts).

4) Repayment

• A320 Teardown will receive 75% of the Net Sales Proceeds from the sale of inventory owned by A320 Teardown.

• Such Net Sales Proceeds will in turn be used for the repayment of interest and principal on the Notes.

• At maturity, repayment is expected from (i) Lot sale of the Aircraft Parts in an amount necessary to repay outstanding principal balance and interest, (ii) a refinancing of the Notes, or (iii) a direct purchase of the remaining Aircraft Parts by DSC Trading for a price equal to any outstanding interest and principal under the Notes.

5) Investment Risks

• Industry Risk: Consignment sales are heavily dependent on the airline industry’s need to repair its aircraft. If a force majeure event occurs, similar to COVID-19’s impact on airlines, the program’s ability to sell its parts may be diminished.

• Inflation Risk: The International Air Transport Association (IATA) warned that rising jet fuel prices, higher labor costs and labor shortages are putting pressure on airlines’ operating costs. Average jet fuel prices, the single biggest element in an airline’s cost base, have increased to approximately $101/barrel in January, significantly higher than IATA’s price forecast in October of $77.80/barrel. Consequently, demand for the Aircraft Parts may be negatively impacted.

• Pricing Risk: Pricing for commercial aircraft parts varies significantly depending on whether the certification for a given part has been properly maintained. The maintenance of such documentation is critical to the value of the Parts. Pricing can also be affected by economic and demand cycle shifts as well.

• Performance Risk: The success of the program is highly dependent on the performance of a single Consignment Agent, and any impact to the business of the Consignment Agent may result in underperformance of the A320 Teardown program.

Value Proposition

Business Opportunity

Obtain valuable aircraft replacement parts through a “teardown” of a retired airframe… the “parts are worth much more than the whole”

• The Airbus A320 fleet is the highest demand and most popular, medium-range, and short fuselage aircraft, utilized by over 360 airlines across the world.

• With an in-service operational efficiency of 99.7%, the A320 is viewed as a reliable, ultra-modern, state-of-the-art airplane, with an impeccable safety record.

• The inventory generated from the teardown is compatible with the A318, A319, A320, A320ceo, A320neo, and A321neo. Additionally, the flight deck accessories in addition to other accessory parts of the A320-232 are compatible with the A318, A319, A320, A320ceo, A320neo, and A321neo, used in 11,334 active aircraft between all variants.

• The Aircrafts have documented commercial trace linked to United Airlines from birth through retirement.

A320 Teardown Solution

Acquire a minimum of one but up to two Aircraft, tear down and harvest the Aircrafts Parts, and utilize the industry expertise of DSC Trading to maximize return from the sale of Aircraft Parts.

• A320 Teardown will purchase the aircrafts from VAS-Satair and consign the aircrafts to DSC Trading, LLC.

• Inventory from the teardown will be prepared and shipped to the Consignment Agent’s warehouse facility located in Northeast Florida.

• CFG FS will collaborate with the Consignment Agent to ensure the timely execution of this consignment program.

• A320 Teardown will execute a purchase and consignment agreement with the Consignee to manage the program and oversee material integrity.

• The Consignment Agent has all the relevant experience to successfully manage the processing and logistics of the material. The Consignment Agent has negotiated aircraft disassembly agreements with VAS-Satair, and will be torn down in Arizona.

Company Information

Introduction

Carolina Financial Securities, LLC (“CFS”) is raising a minimum of $1,734,600 and up to $3,414,600 in Senior Secured Notes to acquire a minimum of one (1) and up to two (2) Airbus A320-232 Commercial Jet Aircraft for teardown and sale. CFG Financial services, LLC (an affiliate of CFS) will be the Manager and DSC Trading, LLC will be the consignment partner in charge of execution of the program.

Business Relationships

Operations of A320 Teardown and DSC

A320 Teardown will purchase the Aircrafts and consign the Aircraft Parts to DSC Trading, with the investors having a secured interest on the Aircraft Parts. It does not have day-to-day operations, and outside of expenses paid for the teardown, transportation of the inventory, insurance, and management fees will not have any costs.
DSC will act as Consignment Agent for the A320 Teardown aircraft inventory. This consists of warehousing, listing on ILS, selling, and shipping to the Purchaser, the Aircraft Parts. DSC will forward 75% of Net Sales Proceeds from sale of Aircraft Parts to A320 Teardown and DSC will retain 25% of the Net Sales Proceeds as their Consignment Fee.

A320 Teardown will subsequently send all received funds, less reimbursements for insurance and transportation (as described in the DSC/A320 Teardown Consignment Agreement), to Investors.

DSC Teardown Performance

DSC Trading has a 23 year history of successfully placing aircraft parts with a myriad of buyers acoss the aviation industry. As of the past few years, DSC Trading has also engaged in successfully parting-out current generation Airbus A320’s as well as Boeing 757 aircrafts. Average monthly sales from their recent A320 teardown projects stand at $125,000 per month.

Like most businesses in the aviation industry, revenues contracted during the COVID-19 pandemic. In FY-2025, however, DSC has grown its topline revenue to an all-time high of $15.2M. Which when factoring in FY-2025 revenue, caps off four consecutive years in a row of record topline revenue growth.

*From 2013 to Q4-2025, DSC Trading has grown steadily, at an average of 9.8% year over year.

*Past performance is not a guarantee of future results.

Program Execution

A well-executed airframe teardown program for a single aircraft may achieve a break-even performance in as little as 12 months after completing the parting-out of the aircraft and inventorying of material. Within 27 months, the investor program is expected to return all investor capital and interest. Upon the return of investment principal and payment of interest, the Consignee shall purchase the remaining units of A320 Teardown for an aggregate price of $1.00. After the first 27-months, the sales flatten as is to be expected, with high-demand items having been sold, at which point the investment is exited.

Below are two examples of previous A320 teardown programs completed by DSC Trading over an 18-month period. All revenue generated in considered Total Gross Revenue. The three green highlighted performance snapshots of MS-2310 & MSN-2467 show revenue markers at milestone months 6, 12, and 18.

Please keep in mind that past performance of previous A320 teardown programs is not indicative of future returns*.

Program Overview

Plan of Operations

Completed

• Performed analysis of the inventory and furnished an acceptable acquisition price.

• Negotiated a purchase agreement between DSC Trading & A320 Teardown detailing specifics of the acquisition to be consummated upon successful funding of the first closing of A320 Teardown.

• Visited DSC Trading facility to inspect/examine the quality and condition of Aircraft.

• Held discussions with VAS-Satair teardown facility.

• Completed consignment/purchasing agreement with DSC Trading.

Forward Plan

• Raise a minimum of $1,734,600 or $3,414,600 to execute and close Purchase and Consigmment Agreement to acquire Aircrafts from DSC Trading.

• Fund any ongoing expenses of A320 Teardown (teardown, logistics, shipping, legal).

• Actively manage implementation of program execution in partnership with the Consignees to maximize return timing.

Consignment Split & Investor Distributions

In any given month, if 75% of the Net Sales Proceeds from the sale of Aircraft Parts exceeds the scheduled accrued monthly interest on the Notes, Net Sales Proceeds will be split as follows:

• 75% to the Lenders on a pari-passu basis, and

• 25% to the Consignment Agent

If all principal has been returned, the Consignment Agent shall purchase the remaining Aircraft Parts of A320 Teardown for the aggregate price of $1.00.

A320 Market Overview

Aircraft and Market Overview

Background

The Airbus A320 family is a series of narrow-body airliners developed and produced by Airbus, and is the best-selling airliner ever built. The A320 aircraft programme was launched in March 1984, first flew on 22 February 1987, and was introduced in April 1988 by Air France. The first member of the family was followed by the stretched A321 (first delivered in January 1994), the shorter A319 (April 1996), and the shortest variant, the A318 (July 2003). Final assembly takes place in Toulouse in France; Hamburg in Germany; Tianjin in China since 2009; and Mobile, Alabama, in the United States since April 2016.

Over its lifetime (1984 – Present Day) 12,321 Airbus A320’s have been delivered including the A318, A319, A320, A320ceo, A320neo, A321neo, and a total of 19,472 Airbus A320 family aircraft have been ordered.

The A320 family was developed to compete with the Boeing 737 Classics (-300/-400/-500) and the McDonnell Douglas MD-80/90 series, and has since faced challenges from the Boeing 737 Next Generation (-600/-700/-800/-900) and the 717 during its two decades in service. As of 2010, the A320 family also faced competition from Embraer's E-195 (to the A318) and the CSeries being developed by Bombardier (now Airbus A220) to the A318/A319.
The suppliers providing turbofan engines for the A320ceo family were CFM International with the CFM56, International Aero Engines offering its V2500, and Pratt & Whitney's PW6000 engines available only for the A318, while for the A320neo family are CFM International LEAP-1A or Pratt & Whitney PW1000G engines.

As of September 2025, there are 11,275 A320 family aircraft in commercial service with over 375 operators. The five largest operators are American Airlines (486), China Eastern Airlines (390), IndiGo (360), easyJet (357) and China Southern Airlines (345). Aircraft in operation include 41 A318s, 1,259 A319s (1,223 ceo, 36 neo), 6,418 A320s (4,156 ceo, 2,262 neo) and 3,558 A321s (1,699 ceo, 1,859 neo) aircraft.

Inventory Overview

Airframes Technical Specifications (A320-232)

General

Weights

*Additional inventory and full aircraft component breakdown, including maintenance records, are available within the due diligence room

Aircraft Valuation/Securitization

The inventory harvested from the two A320-232 aircraft is expected to provide ample collateral for the investment. The following table outlines the function level values of the program.

The inventory has been assessed by ILS Mart at the following values:

Management Team

Garrick Ruiz, Carolina Financial Group

Garrick has worked in financial services for his entire 18 year career. He has served in multiple roles throughout his career including those of retail wealth management, institutional third party distribution, and alternative investment private placement markets. Garrick joined Carofin in 2019 and currently serves CFS/Carofin as a Managing Director of Sales & Syndication and he also serves in a banking capacity as well.

Garrick actively manages and oversees the origination, due diligence, fulfillment and asset management duties for all Carofin aerospace/aviation offerings.

Bruce Roberts, Carolina Financial Group

Bruce has been an investment banker and entrepreneur for over 30 years. His professional activity centers around private finance and the broader support of entrepreneurs and private business owners. This has included the creation of Carolina Entrepreneur in 2009, an annual business retreat that brings together experienced entrepreneurs from around the U.S.

Bruce is the Founder and CEO of Carolina Financial Group, LLC (CFG), an investment bank that includes Carolina Financial Securities, LLC, a FINRA registered broker/dealer that has privately placed over $1.1B of financing for young and middle market companies since 1996, and where Bruce leads the banking team. In early 2005 he founded Rehabilitation Support Services, LLC (RSS) which distributes and supports technology solutions for use in addiction treatment and criminal justice applications related to substance abuse. Most recently, Bruce has launched Carofin, LLC, another FINRA member broker/dealer focusing on increasing the accessibility of private investments.

Before founding CFG, Bruce spent eight years with CS First Boston (CSFB), in New York, where he was a Director in the Investment Banking Department and primarily responsible for U.S. capital market financings for Pacific rim-based companies and governments. Prior to CSFB, he started his investment banking career as a corporate finance specialist at Bank of America in San Francisco, working with major U.S. and foreign corporations. Before entering investment banking, Bruce served as a Special Warfare Officer (UDT / SEAL) in the United States Navy.

Bruce graduated in 1979 from Duke University with a B.S.E. in Civil Engineering, completing a second major in Public Policy Studies. He is on the Board of Directors for the North Carolina Aquarium. He and his wife have four children and live in Brevard, North Carolina.

Financial Overview

The following financial projections along with the performance estimates described on the following page reflect the Company’s best estimated forecasts and are not guaranteed to be accurate. The timing of performance is estimated post-funding. These figures are forward-looking statements and reflect the Company’s views about various future events or expectations. These figures take into account known and unknown risks, uncertainties and other factors and assumptions which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by this forward-looking financial projection. Please see the note regarding forward-looking statements and the “Risk Factors” section for more information about the risks related to these projections.

Model Assumptions:

• The model assumes the entire maximum amount of this offering is raised ($3,414,600), and all calculations are based on the full amount.

• SPV Net Income assumptions are based on consignment sales of A320-owned inventory with 75% of Net Sales Proceeds disbursed to A320 Teardown.

• Transportation costs of the inventory, up to a maximum of $125,000, will be funded by DSC in advance, and repaid from sale of inventory by A320 Teardown.

• DSC Trading historically has sold inventory at approximately 70% of the Catalog List Price (“CLP”) – for this model, we are using the conservative assumption that inventory will sell at 55% of CLP

• The model assumes the Consignment Agent may supplement distributable cash to meet monthly interest payments.

• The model assumes sale values of Airplane Parts at the estimated valuations (net repair) listed at 80%.

Security Terms

Carofin, LLC (“Carofin”) is offering a minimum of $1,734,600 and up to a maximum of $3,414,600 of Senior Secured Notes (the “Offering”, “Securities” or the “Notes”) by A320 Teardown, LLC (“A320 Teardown”, the “Company” or the “Issuer”).

Proceeds from this offering will be used (i) to acquire at least one and up to two Airbus A320 Commercial Jet Aircrafts and documents equipped with all airframe parts, less engines (the “Aircrafts”), (ii) fund expenses associated with the teardown and consignment of the Aircrafts, such as shipping and insurance, and (iii) pay issuance and management expenses.

The terms described herein are summary in nature and subject to change. Investors are cautioned to read the final terms and conditions that will be contained within (i) the Subscription Agreement, (ii) the Loan and Security Agreement, (iii) the Secured Promissory Note, and (iv) the Purchase and Consignment Agreement, (the “Governing Documents”, forms of which will be enclosed in the Company’s Private Placement Memorandum).

The Offering

Issuer: A320 Teardown, LLC , a single purpose North Carolina Limited Liability Company to be established by CFG SPV Holdings, Inc. and managed by CFG Financial Services, LLC (“CFG FS or the “Manager”), with the purpose of supporting the acquisition, teardown and subsequent sale of Aircraft Parts.

Securities Offered:

12.0% Senior Secured Consignment Notes in A320 Teardown, LLC (the “Notes”).

The Senior Secured Consignment Notes represent the only security of the Issuer. The Issuer will not incur any third-party debt, any other form of indebtedness, or equity, other than trade payables incurring during the normal course of business.

Offering Amount:

A minimum of $1,734,600 (The “Minimum Offering Amount”) and up to $3,414,600.

Use of Proceeds:

The proceeds from the financing will be used to (i) acquire the Aircrafts Parts, (ii) fund legal and setup costs associated with the creation of A320 Teardown and the two aircraft acquisition, (iii) fund the payment of direct costs associated with the Aircraft Parts, (iv) fund any costs associated with teardown and processing of the Aircraft into Aircraft Parts, (v) fund logistics, shipping, and storage of all parts to the distribution center in Florida, and (vi) pay all insurance costs associated with the Company and Aircrafts. See Exhibit A for a detailed budget.

Investors:

Individuals and institutional investors who qualify as accredited investors as defined by Rule 501 of Regulation D of the US securities laws (“Lenders”)

Manager:

CFG Financial Services, LLC (“CFG FS”), a North Carolina based limited liability company, shall serve as the Manager of A320 Teardown (the “Manager”).

Consignment Agent:

DSC Trading, LLC (“DSC Trading” or the “Consignment Agent”) is an aviation-focused MRO (maintenance, repair, overhaul) company based in Florida. DSC Trading focuses on the acquisition and sale of aircraft, airframe and parts. The leadership team has an established track record in the aviation industry leading aftermarket business.

Minimum Subscription Amount:

The minimum investment amount required by an investor is $25,000, although the Manager reserves the right, in its sole discretion, to accept smaller investments.

Escrow Account:

The Company will establish an escrow account (the “Escrow Account”) at an FDIC-insured banking institution (the “Custodian”). Under escrow instructions with the Custodian, all subscription amounts will be deposited into the escrow account, until A320 Teardown has received, and is prepared to accept, subscriptions for the entire minimum amount of $1,734,600 (the “First Closing”).

Following the First Closing, any amounts in excess of the Minimum Offering Amount will remain in the Escrow Account and a second closing will occur following the receipt of sufficient proceeds in the Escrow Account for the purchase of a second Aircraft (the “Second Closing”. New documents describing the offering of the Notes in connection with the Second Closing will be provided following the First Closing.

Termination Date:

The termination date for this Offering is set as March 31, 2026 (the “Termination Date”). If the Minimum Offering Amount is not received in the Escrow Account on or prior to the Termination Date, the funds within the Escrow Account will be returned to Investors without interest thereon.

Flow of Funds

Issuer Cashflows:

All costs and expenses of the Issuer will be funded using proceeds of this Offering, including, but not limited to, the acquisition of the Aircraft, as well as financing and management expenses.

Upon the First Closing, the Manager will retain in the Company’s bank account (i) $27,000 for the payment of the monthly Management Fee, and (ii) $25,000 for the establishment of the Operational Reserve.

Payments of interest and principal on the Notes are expected to be funded from the Net Sales Proceeds received by the Company from the sale of Aircraft Parts by the Consignment Agent. Such payment shall be made by the Consignment Agent to the Company on or before the 10th day of each month.

It is expected that no payments of interest or principal will be made before 120 days after the First Closing, given the need to teardown the Aircraft(s), ship the Aircraft Parts to the Consignment Agent’s facility, and market the Aircraft Parts for sale.

Any payments from the Company to holders of the Notes shall be applied first to any accrued but unpaid interest and then any outstanding principal, as described below.

Interest Payments:

On or before the 15th day of each month, the Company shall pay to Investors interest on the principal balance of the Notes at a rate equal to 12.00% per annum, on a 30/360 basis.

In the event Net Sales Proceeds are insufficient to pay the required accrued but unpaid interest on the Notes, such accrued interest shall be carried over to the next month without compounding.

Principal Payments:

Any Net Sales proceeds received by the Company that exceed any accrued but unpaid interest balance shall be paid to holders of the Notes and applied towards principal.

Maturity Date:

The “Maturity Date” shall mean the 27 month anniversary of the First Closing, subject to the Extension Option (as defined herein).

Net Sales Proceeds:

“Net Sales Proceeds” shall be (a) the amount of the gross sales price for a given Part as evidenced by the invoiced amount for such Part including, but not limited to: any restocking fees (without set-off for any repairs) less any expenses which are permitted under this Agreement and are required in the repair, overhaul, refurbishment, recertification or modification of such Part as a condition of the sale, including credit card and bank fees, agent fees, duties and shipping and packing costs; and (b) the gross amount of the exchange fees for a given exchanged Part, less shipping and packing costs and duties, but without any offset for the expenses incurred in connection with the repair, overhaul, refurbishment, recertification or modification of such exchanged Part.

Net Sales Proceeds will then be split 75% to the Company and 25% to the Consignment Agent (the “Consignment Split”).

Consignment Terms

Consignment Agreement:

On or before the Initial Closing, A320 Teardown shall enter into a “Purchase and Consignment Agreement” governing the purchase of the Aircraft(s) and consignment of the Aircraft Parts on terms substantially similar to those described herein.

Consignment Split:

Net Sales Proceeds shall be split 75% to the Company and 25% to the Consignment Agent.

**Monthly Payments: **

On or before the tenth (10th) day of each month, DSC Trading shall remit to A320 Teardown its share of the Net Sales Proceeds. Net Sales Proceeds shall be remitted following the month in which the earlier the following occurs: (i) the proceeds are collected for the sales of such Aircraft Parts, or (ii) 60 days from the last day of the month in which the sale/exchange of the Aircraft Part occurred.

Expiration:

Twenty-seven (27) months, subject to the Extension Option (as defined herein).

The Purchase and Consignment Agreement shall also terminate upon the achievement of $5,134,000 in Net Sales Proceeds combined between both aircrafts.

In the event that all interest and principal of the Notes is repaid before the expiration of the Purchase and Consignment Agreement, the Consignment Agent shall purchase the remaining Aircraft Parts for $1.00.

Extension Option:

If any interest or principal on the Notes is outstanding at the expiration of the Purchase and Consignment Agreement, the Company will seek from a Supermajority a vote on whether to (i) terminate, or (ii) extend for a single 12-month period the Purchase and Consignment Agreement (the “Extension Option”) and in turn, the Notes.

If holders of the Notes vote in the affirmative to exercise the Extension Option, the existing 12% interest rate will continue to remain in effect on the outstanding principal balance.

DSC Option:

In the event that all principal and interest have not been paid in full upon the Expiration of the Purchase and Consignment Agreement, DSC Trading will have the option, but not the obligation, to purchase the remaining Aircraft Parts within ten (10) business days following the expiration of the Purchase and Consignment Agreement for a price equal to the accrued but unpaid interest and principal on the Notes (the “DSC Option”).

Liquidation Option:

If any accrued but unpaid interest and principal remains on the Notes upon the Expiration of the Purchase and Consignment Agreement (and Maturity of the Notes) and DSC does not exercise the DSC Option, the Company shall pursue a competitive auction of the remaining Aircraft Parts and the Manager shall select the most favorable bid benefitting the holders of the Notes.

Repayment Sale:

If all interest and principal on the Notes is repaid on or before the expiration of the Purchase and Consignment Agreement (and Maturity of the Notes), the Consignment Agent shall purchase the remaining Aircraft Parts for $1.00.

Teardown & Transportation Costs:

The Consignment Agent will be reimbursed up to $125,000 for the teardown cost per each aircraft. Any amount above the stated $125,000 per aircraft will be paid for by the Consignment Agent.

The Consignment Agent will also be reimbursed up to an amount not exceeding $25,000 (per aircraft purchased) for the shipping of all parts the DSC Trading’s home office warehouse located in St. Johns, Florida. The Consignment Agent is responsible for all overage costs associated with the Airframe, teardown and logistics.

All repairs, inspection and certification of the Aircraft Parts will be managed or performed by the Consignment Agent and will comply with all OEM, FAA and EASA standards and regulations.

All records will be shared with the Company throughout the program.

Insurance:

The Consignment Agent is responsible for all insurance directly or indirectly through the distribution and sales partner, which will include all risks to property damage, workers compensation and payroll insurance, product liability, comprehensive aircraft liability.

Reporting:

On or before the 10th day of each month, the Consignment Agent shall provide to the Company an Inventory Report, Quotation report, and Sales report including, for each Aircraft Part sold: Invoice number and date, customer, selling price, repair cost, transportation cost finance fee and description, quantity, condition and consignor and consignee split.

Sale of Similar Harvested Parts:

DSC Trading shall sell the Aircraft Parts from the A320 Teardown program prior to selling similar parts it has in its own inventory, provided the Aircraft Parts and DSC Trading’s own parts are equivalent in terms of tag date, tag source, and trace.

Obsolete Parts & RMA:

Certain Aircraft Parts may remain unsold, not be certifiable, or be deemed obsolete and therefore may be disposed of for lower or no value. DSC trading cannot dispose of any parts without expressed written consent given by the Company.

Certain Aircraft Parts may be subject to DSC Trading’s Return Material Authorization (“RMA”) which shall be attached as an exhibit to the Purchase and Consignment Agreement.

Late Payments:

If any payment due from DSC Trading to A320 Teardown is not received by its due date, a five (5) business day grace period (the “Grace Period”) will be provided.

If the monthly payment still has not been paid at the conclusion of the 5th business day grace period, such late payment shall incur interest from its original due date until the actual date payment is received at a rate equal to six percent (6.00%).

Consignment Agent Default:

The following events, among others, shall constitute an Event of Default under the Consignment Agreement

Failure of the Consignee to pay any amount due under this Agreement within five (5) business days of the date when due and in the manner specified herein, unless any such amount is being disputed in good faith, in which case such failure shall be deemed a Consignee Event of Default only if it continues for thirty days.

Failure of Consignee to perform or fulfill any other material promise, covenant, representation or agreement made herein in accordance with the terms hereof and such failure continues for five (5) business days after written notice from Consignor to Consignee specifying such breach;

True Consignment:

The Company and the Consignment Agent will take any and all actions reasonable and necessary for the consignment relationship between the parties to be deemed a true consignment under the Uniform Commercial Code, but investors should be cautioned that such relationship may be reclassified by courts of law in the event of a dispute. Please review “Reclassification of Relationship” under “Risk Factors”.

Investor Rights

Security Interests:

The holders of the Notes shall have a first priority, perfected security interest in the Aircraft Parts by way of a financing statement filed against the Company in North Carolina.

Informational Rights:

Investors shall receive quarterly and annual income statements, cash flow statements, and balance sheets from A320 Teardown. This investment will generate 1099 tax document for all lenders. A Supermajority may request that A320 Teardown have its financial audited by Goldman & Company, CPAs of Marietta, Georgia.

Major Decisions:

The Management of A320 Teardown shall rest solely with the Manager, except that the Manager shall not take any of the following actions without the written consent of those Investors holding at least 67% of the principal balance of the Notes outstanding at the time such consent is sought (a “Supermajority”):

Liquidate, dissolve, or wind-up the affairs of A320 Teardown or sell all or substantially all of the Aircraft Parts;

Terminate or extend the Purchase and Consignment Agreement (as further defined herein) with DSC Trading

Other Matters

Management Fee:

The Manager shall receive a monthly payment of $1,000 from the Company on the first day of each month (the “Management Fee”). $27,000 will be withheld by the Company at the First Closing for the payment of the Management Fee to the Manager by the Company for the initial term of the Purchase and Consignment Agreement, and in turn the Notes.

In the event the Purchase and Consignment Agreement, and in turn, the Notes are extended pursuant to the Extension Option, Net Sales Proceeds may be retained by the Company for payment of the Management Fee prior to any payments of principal to the holders of the Notes.

In the event the Notes are fully repaid prior to the Maturity Date, any remaining proceeds held for the payment of the Management Fee shall be paid to the Manager upon full repayment of the Notes.

Operating Reserve:

$25,000 will be retained by the Company upon the First Closing for the payment of expenses incurred prior to and during the life of the Notes, which include but are not limited to: (i) expenses associated with the formation of the Company, (ii) banking fees, (iii) tax preparation expenses, (iv) other ordinary expenses, (v) audits of the Company, if requested by a Supermajority, and (vi) retention of counsel for the benefit of the holders of Notes.

In the event any cash from the Operating Reserve remains available immediately prior to the full repayment of the Notes, such remaining proceeds shall be distributed as a payment on the Notes.

Placement Agent Fees:

The Issuer is offering the Senior Secured Notes to investors through Carolina Financial Securities, LLC (the “Placement Agent”) on a “best efforts” basis and the Issuer shall pay the Placement Agent a five percent (5%) cash placement fee based upon the amount of capital raised in this offering. Up to 50% of the placement fees may be shared with Carofin, LLC, an associated broker-dealer, for its assistance in the placement of the Notes.

Conflicts of Interest:

Certain conflicts of interest may be inherent to the issuance of the Notes and administration of the program:

Payments to Affiliated Entities: Certain payments to affiliates of the Manager will be made regardless of the Notes performing as expected. These payments include: (i) the payment of placement fees to Carolina Financial Securities, LLC, and Carofin, LLC, (ii) the payment of the Management Fee to CFG GS, and (iii) the payment of the Company’s ordinary expenses by way of the Operating Reserve.

Risk Factors

AN INVESTMENT IN THE SECURITIES IS SPECULATIVE AND IS SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT AND HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT. AN INVESTMENT IN THE SECURITIES OFFERED HEREIN SHOULD NOT BE A MAJOR PART OF YOUR INVESTMENT PORTFOLIO. YOU SHOULD REVIEW THE RISKS OF THIS INVESTMENT WITH YOUR LEGAL OR FINANCIAL ADVISORS.

THIS OFFERING INVOLVES SUBSTANTIAL RISKS. THESE RISKS INCLUDE, BY WAY OF ILLUSTRATION AND NOT LIMITATION, THE FOLLOWING: RISKS ASSOCIATED WITH THE FACT THAT THE MEMBERS WILL NOT HAVE THE RIGHT TO VOTE ON OR APPROVE MOST DECISIONS REGARDING THE BUSINESS AND, AS SUCH, WILL NOT BE IN CONTROL OF THEIR INVESTMENTS IN SECURITIES OF THE COMPANY AND THE BUSINESS; AND THE OPERATION OF THE COMPANY INVOLVES TRANSACTIONS BETWEEN THE COMPANY, THE MANAGER, AND THE OWNER WHICH MAY INVOLVE CONFLICTS OF INTEREST.

THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND WITH THE PRIOR CONSENT OF THE MANAGER, WHICH CONSENT MAY BE WITHHELD IN THE MANAGER’S SOLE DISCRETION. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

SOME OF THE INFORMATION IN THIS PRESENTATION MAY CONTAIN “FORWARD-LOOKING” STATEMENTS. YOU CAN IDENTIFY SUCH STATEMENTS BY THE USE OF FORWARD-LOOKING WORDS SUCH AS “MAY,” “ANTICIPATE,” “ESTIMATE,” “COULD,” “SHOULD,” “WOULD,” “EXPECT,” “BELIEVE,” “WILL,” “PLAN,” “INTEND,” “PROJECT,” “PREDICT,” “POTENTIAL” OR OTHER SIMILAR WORDS. THESE TYPES OF STATEMENTS DISCUSS FUTURE EXPECTATIONS OR CONTAIN PROJECTIONS OR ESTIMATES WHICH MAY OR MAY NOT HAPPEN AS PROJECTED HEREIN. WHEN CONSIDERING SUCH FORWARD-LOOKING STATEMENTS, YOU SHOULD KEEP IN MIND THE RISK FACTORS LISTED BELOW, WHICH COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT.

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN CONJUNCTION WITH THE OTHER INFORMATION ABOUT THE SECURITIES BEFORE PARTICIPATING IN THIS OFFERING. THE RISKS DISCUSSED IN THIS PRESENTATION CAN ADVERSELY AFFECT THE COMPANY’S OPERATION, OPERATING RESULTS, FINANCIAL CONDITION AND PROSPECTS FOR SUCCESS. THIS COULD CAUSE THE VALUE OF THE SECURITIES OFFERED HEREIN TO DECLINE AND COULD CAUSE YOU TO LOSE PART OR ALL OF YOU INVESTMENT. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES THE COMPANY FACES BUT DO REPRESENT THOSE RISKS AND UNCERTAINTIES KNOWN TO THE COMPANY AND THAT THE COMPANY BELIEVES ARE MATERIAL TO THE COMPANY’S FUTURE OPERATING PERFORMANCE.

A. Investment Related Risks

Speculative Investment

The Securities being offered should be considered a speculative investment. The ability of the Company to achieve its objectives may be determined by factors beyond its control that cannot be predicted at this time. Consequently, there can be no assurance that the Company’s efforts to continue its business operations will prove to be sufficient to enable the Company to generate the funds required to make distributions. Anyone investing in the Securities should do so only if they are financially able to sustain the loss of their entire investment and should recognize that such a possibility exists.

Dependence on the Airline Industry

The Issuer’s business is dependent on the airline industry’s need to repair its aircraft. If the airline industry’s need to have its aircraft repaired were greatly diminished, it could affect the Issuer’s ability to sell parts to third party maintenance, repair, and overhaul companies.

No Secondary Market for the Securities

As this security is a private transaction, there is currently no public market for the securities being offered herein. These Securities are not a publicly registered securities and will have no secondary sale liquidity.

Limited Operating History

A320 Teardown, LLC is an SPV founded for this transaction. While the management team and consignee are well established, there has not yet been a proof of concept for this transaction.

Purchases by Affiliates of the Issuer or Other Parties with a Financial Interest in the Offering

Units may be purchased by the affiliates of the Issuer, or by other persons who will receive fees or other compensation or gain dependent upon the success of the Offering. Such purchases may be made at any time and will be counted in determining whether the required minimum level of purchases has been met for the closing of the Offering. Therefore, Investors should not expect that the sale of sufficient Units to reach the specified minimum, or in excess of that minimum, indicates that such sales have been made to investors who have no financial or other interest in the Offering, or who otherwise are exercising independent investment discretion.

The sale of the specified minimum, while necessary to the business operations of the Issuer, is not designed as a protection to investors, or to indicate that their investment decision is shared by other unaffiliated investors. Because there may be substantial purchases by affiliates of the Issuer, or other persons who will receive fees or other compensation or gain dependent upon the success of the Offering, no individual investor should place any reliance on the sale of the specified minimum as an indication of the merits of the Offering. Each investor must make his own investment decision as to the merits of this Offering.

Reclassification of Relationship

The Company and the Consignment Agent will take any and all actions reasonable and necessary for the consignment relationship between the parties to be deemed a true consignment under the Uniform Commercial Code, but investors should be cautioned that such relationship may be reclassified by courts of law in the event of a dispute. If the Consignment Agent becomes the subject of a bankruptcy or similar proceeding, there can be no assurance that the Company will be respected a consignor. A court could determine, based on the facts and circumstances, that the consignment relationship should be recharacterized as disguised financings or subordinated to the claims of other creditors under principles of equitable subordination. If the consignment relationship were reclassified as a disguised financing, the Company would be treated as a secured lender rather than as a consignor and would likely lose ownership of the Aircraft Parts. Similarly, if any disguised financing were subordinated, the investors’ right to receive payment on the loan would rank junior to the claims of other creditors. Any such recharacterization or reclassification could materially and adversely affect the lender’s ability to recover amounts owed.

Rights of the Company in the Aircraft Parts may be affected by Bankruptcy Proceedings

The rights of the Company to foreclose upon, repossess, and dispose of the Aircraft Parts is likely to be significantly impaired (or at a minimum delayed) by federal bankruptcy law if bankruptcy proceedings are commenced by or against the Consignment Agent.

B. Industry-Related Risks

Demand related

Any substantial decline in the demand for products sold by the Issuer (such as parts related to specific, older airframes) including, but not limited to, the introduction of new technology or airframe types, may cause a decline in the market value of Issuer’s product and negatively impact the Issuer’s financial performance.

Price Volatility of Commercial Aircraft Parts

Pricing for commercial aircraft parts varies significantly depending on whether the certification for a given part has been properly maintained. While the consignee has represented that it has verified such certification and that its record systems are adequate regarding parts certifications, the maintenance of such documentation is critical to the value of the Engine Parts.

Pandemic and Epidemic Related Risks

The rapid spread of a contagious illness such as the coronavirus (COVID-19), or fear of such an event, can have a material adverse effect on the demand for worldwide air travel and therefore have a material adverse effect on the Issuer’s business and results of operations. Similarly, travel restrictions or operational issues resulting from the rapid spread of contagious illnesses may have a material adverse effect on the Issuer’s business and results of operations.

Quality & Safety of the Products

Success for the Issuer’s business depends, in part, on the quality and safety of the inventory lot products. If the products are found to be defective or unsafe, or if they otherwise fail to meet consumer’s standards, relationships with customers or consumers could suffer.

Regulatory Oversight

The Issuer’s projects are subject to international, federal, and state laws, as well as agencies including, but not limited to, the Department of Transportation and the Federal Aviation Administration. As with all airline-related industries, the Issuer’s projects are expected to have a variety of regulatory oversight as development proceeds. The Issuer and consignee intend to conduct their business activities in a compliant manner and in accordance with all applicable laws but may still be subject to accidents or other unforeseen events which may compromise its performance, and which may have adverse financial implications.

Changes in Laws, Regulations and Policies

Changes in the laws, regulations and policies including the interpretation or enforcement thereof, that are germane to the Issuer’s industry, can affect its business including changes in accounting standards, tax laws, data privacy as well as anti-corruption laws. Additionally, as the Consignee and issuer continue to sell and expand its international business, it may be subject to laws relating to selective distribution, environmental or climate change laws, trade accords and customs regulations could adversely affect the Issuer’s distribution endeavors.

Competition

The Issuer, through the Consignment Agent, competes with other engine part supply companies in the industry. Competitors include companies that may have greater financial and other resources than the Issuer. Additionally, these competitors may use pricing or other strategies to prevent the Issuer from achieving its business development objectives. This may have a material adverse impact on the financial position and prospects of the Issuer.

Prolonged Periods of Stagnant or Weak Economic Conditions

As a result of the discretionary nature of air travel, the airline industry has been cyclical and particularly sensitive to changes in economic conditions. During periods of unfavorable or volatile economic conditions in the global economy, demand for air travel can be significantly impacted as business and leisure travelers choose not to travel, seek alternative forms of transportation for short trips or conduct business through videoconferencing.

C. Management-Related Risks

Limited Investor Participation in Operations

The Investors will have limited ability to participate in any manner in the management of the Issuer or its day-to-day decisions. Neither the Investors nor the Issuer will have the ability to participate in any manner in the management of the Consignment Agent or its day-to-day decisions.

Reliance on Key Personnel

Due to the nature of this opportunity, the SPV, has a significant reliance on the Consignment Agent, as they are the only distributor and seller of the SPV’s inventory parts.

D. Offering-Related Risks

Acceptance of Investors on a First-Come, First-Serve Basis

The Issuer reserves the right to accept or reject any proposed investment in its sole discretion. Subject to this discretion, it intends to accept investments on a “first-come, first-served” basis, with the consequence that Investors will be allocated a portion of the total Offering, based upon the amounts they have committed, in the order in which such commitments have been accepted. The Issuer is not required to accept all commitments tendered to it. There is no assurance, therefore, that your commitment will necessarily be accepted in whole or in part by it should it raise more or less funds than are needed to make its investments.

Possibility of Material Differences Between Projected and Actual Results

The financial projections contained in this Offering Summary and any supplements represent the Issuer’s estimated results of operations. The financial projections have been prepared upon the basis of assumptions and estimates which may differ from actual events and/or circumstances.

Reliance on Aspects of the Offering

Potential investors should not rely exclusively on one aspect of the security structure, such as experience of the consignee of the Issuer or the collateral value of its inventory, when making an investment decision in order to participate in this Offering.

E. Federal Income Tax Risks

Lack of Rulings and Opinions; Possibility of IRS Challenge of the Issuer’s Tax Position

The Issuer has not requested and will not request any tax ruling from the IRS regarding the tax consequences of the Issuer’s activities. Accordingly, there is no certainty as to the tax consequences of participating in the Securities. The Issuer has not sought or obtained a legal opinion with respect to the tax treatment of the offering proceeds or issuance of the Securities. Accordingly, Investors are urged to consult your own tax advisor with respect to the federal and state tax consequences arising from participation in this Offering.

Risk of Audit to Investors

There is a possibility that the IRS will audit the Issuer’s income tax returns. If the Issuer’s income tax returns are audited, your return might also be audited.

Future Federal Income Tax Legislation and Regulations

No assurance can be given that the current Congress or any future Congress will not enact federal income tax legislation that could adversely affect the tax consequences of participating in the Securities.

F. Other Risks

Unforeseen Risks

In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. Prospective investors reviewing this Offering Summary should keep in mind other possible risks that could be important to the success of their investment in the Securities.

EXHIBIT A – Use of Proceeds

The Use of Proceeds below are based on the Company’s best estimates and are not guaranteed to be accurate. Management retains full and absolute discretion over the use of proceeds from the issuance and sale of the Notes.

Important Disclosures

These securities have not been registered with the Securities and Exchange Commission (the “SEC” or the “Commission”), or with any state securities commission or any other regulatory authority. The securities are being offered in reliance upon an exemption from the registration requirement of federal and state securities laws and cannot be resold unless the securities are subsequently registered under such laws or unless an exemption from registration is available. Neither the SEC nor any other agency has passed on, recommended or endorsed the merits of this offering (this “Offering”) or the accuracy or adequacy of these confidential offering documents (the “Offering Package”). Any representation to the contrary is unlawful.

These securities are offered through Carofin, LLC, Member of FINRA/SIPC. Carolina Financial Securities is an affiliate of Carofin and both Broker-Dealers are affiliates of Carolina Financial Group, LLC. Documents have been prepared by Carolina Financial Securities and have been reviewed and approved by the management of the Company. The information contained herein has not been independently verified and is dependent on information provided by the Company to Carolina Financial Securities, LLC.

Our firms seek to present vital capital with meaningful investment opportunities through the fundamental analysis of the businesses we seek to finance. Such analysis is usually conducted through a First Principles approach.

When we provide you with a recommendation, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations we provide you. Here are some examples to help you understand what this means:

Proprietary Products: Our firms will often present investments that are only available through them, which may result in a higher placement fee. The Firms will receive the placement fee regardless of your investment performing as expected.

Our firms offer brokerage services to accredited investors, exclusively through the sale of private placements. the offerings we bring to market are carefully selected, and any recommendation you may receive from us will be limited to these offerings. Therefore, we may be unable to adequately compare the risks and benefits of the offerings we bring to offerings presented by other financial professionals. While our firms will often present new investments and discuss such investment’s risks and benefits with you, the ultimate authority to make such investment rests solely with you. Our firms do not hold any investor cash or securities, and securities offered by us often have no easily assessable market value, so our firms will not monitor the market value of your investment on an ongoing basis. The investments we present often require a minimum investment of $5,000 for equity offerings and $10,000 for debt offerings.

Fees and costs may reduce any amount of money you make on your investments over time. Our firms are mostly compensated through placement fees, which are payable by the issuer, meaning that the firms will be compensated by receiving a percentage of the funds raised in an offering, regardless of the investment performing as expected. Such placement fee is usually between 3% and 7% (please find the specific Placement Fee for this offering in the “Placement Agent Fees” section of the “Security Terms”. Given that different investments have different placement fees, we may often have a conflict of interest when presenting these investments to you. The Firms’ bankers are often compensated by receiving a percentage of the placement fee, and may have their own conflict of interest when presenting you with offerings they structure.

The information contained herein is for informational purposes only and is not intended for further distribution. The information does not constitute a complete description of any investment or investment performance. This document is in no way a solicitation nor is it an offer to sell securities nor is it advice or recommendation regarding any investment. The information is not directed to any person who is not believed to qualify under the definition of an Accredited Investor under the rules of Regulation D of the 1933 Securities and Exchange Act. No security listed in this document or otherwise offered through Carolina Financial Securities, LLC or Carofin, LLC may be purchased without prior receipt of a complete Private Placement Memorandum or other official offer to sell.

Due diligence materials related to this Borrower and the Offering are available to you through Carolina Financial Securities’ affiliated marketplace, Carofin. If you have not received your login information to access Carofin.com, please contact your company representative to have access granted.

The Company will not offer, sell or issue any Securities in any jurisdiction where it is unlawful to do so or where laws, rules, regulations or orders would require the Company, in its sole discretion, to incur costs, obligations or time delays disproportionate to the net proceeds the Company will realize from such offers, sales or issuances. Neither this Offering Package nor any subscription agreement shall constitute an offer to sell or a solicitation of an offer to purchase any Securities in any jurisdiction in which such transactions would be unlawful.

Private placements are high risk and illiquid investments. As with other investments, you can lose some or all of your investment. Nothing in this document should be interpreted to state or imply that past results indicate future performance, nor should it be interpreted that FINRA, the SEC or any other securities regulator approves of any of these securities. Additionally, there are no warranties expressed or implied as to accuracy, completeness, or results obtained from any information provided in this document. Investing in private securities transactions bears risk, in part due to the following factors: there is no secondary market for the securities; there is credit risk; where there is collateral as security for the investment, its value may be imped if it is sold. Please see the Private Placement Memorandum (PPM), and the complete list of contents of this Offering Package for a more detailed explanation of the securities Summary of Terms, Investor Suitability Standards, Confidentiality, Securities Matters and Risk Factors.

Caution Regarding Forward-Looking Statements

Certain statements in this Summary Offering Material may be “Forward-looking” in that they do not discuss historical facts but instead note future expectations, projections, intentions, or other items relating to the future. We caution you to be aware of the speculative nature of forward-looking statements as these statements are not guarantees of performance or results.

Forward-looking statements, which are generally prefaced by the words “may,” “anticipate,” “estimate,” “could,” “should,” “would,” “expect,” “believe,” “will,” “plan,” “project,” “intend,” and similar terms, are subject to known and unknown risks, uncertainties and other facts that may cause our actual results or performance to differ materially from those contemplated by the forward-looking statements.

Although these forward-looking statements reflect our good faith belief based on current expectations, estimates and projections about, among other things, the industry and the markets in which we operate, they are not guarantees of future performance. Whether actual results will conform to our expectations and predictions is subject to several known and unknown risks and uncertainties, including risks and uncertainties discussed in this Summary Offering Material.

Consequently, all the forward-looking statements made in this Summary Offering Material are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Risks, uncertainties, and factors that could cause actual results to differ materially from those projected are discussed in the “Risk Factors” section of this Summary Offering Material. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Considering these risks, uncertainties, and assumptions, the forward-looking events discussed in the Summary Offering Material might not occur.

SECURITIES MATTERS

State Securities Laws:

The Company will not offer, sell or issue any securities in any jurisdiction where it is unlawful to do so or where laws, rules, regulations or orders would require the Company, in its sole discretion, to incur costs, obligations or time delays disproportionate to the net proceeds the Company will realize from such offers, sales or issuances. Neither this Offering Package nor any subscription agreement shall constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such transactions would be unlawful.