Overview
Melodious Horse Holdings, LLC utilizes a Net Distributable Cash Flow (“NDCF”)–governed distribution framework designed to prioritize capital preservation, principal recovery, and long‑term residual participation. Participation is restricted to a single Omnibus participant. Securities are illiquid, involve substantial risk, and are subject to significant restrictions on transfer.
Net Distributable Cash Flow (NDCF)
All distributions are sourced exclusively from NDCF, defined as cash actually received by the Company after payment of operating expenses, capital expenditures, reserves, and other amounts determined necessary to preserve system integrity. There are no fixed payment obligations independent of NDCF availability.
Distribution Priority
Tier 1 – Preferred Return: Available NDCF is applied to the Omnibus participant’s cumulative preferred return in accordance with the Yield Schedule.
Principal Recovery: After satisfaction of the preferred return, 100% of remaining NDCF is applied to the return of the $30,000,000,000 capital contribution until principal is fully recovered. The framework prioritizes return of capital over early‑stage yield acceleration.
Extraordinary Events
In the event of a material liquidity transaction, including significant contracts or intellectual‑property dispositions:
A one‑time 4% procurement fee may be allocated to the Founder.
Net proceeds are applied directly to principal recovery until the capital contribution is fully returned.
Residual Participation
Following full recovery of the $30,000,000,000 principal:
The Omnibus participant retains an 18% residual interest in ongoing NDCF for the life of the platform.
The remaining 82% is retained by the platform (the Founder).
Preferred Return Schedule (Cumulative, NDCF‑Constrained)
Year 1: 0.0%
Years 2–5: 0.5%
Year 6: 4.0%
Year 7 and thereafter: 8.0% target
Unpaid amounts accrue cumulatively and are payable solely from future NDCF prior to any residual distributions. Early‑stage capital is allocated to system build‑out and stabilization.
Disclosures
Distributions are limited by actual liquidity and reserve policy.
Returns are not guaranteed; timing and amount are variable.
Participation involves substantial risk, including the possible loss of all invested capital.
Economics are designed for a single Omnibus participant.
This website contains information regarding a private offering of securities pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended. The Issuer may engage in general solicitation in connection with this offering and will take reasonable steps to verify that all purchasers satisfy the Accredited Investor requirements set forth in Rule 501 of Regulation D.
Participation in the offering is limited to Accredited Investors, as defined in Rule 501 of Regulation D.
Minimum subscription amounts are as follows:
• Class B Preferred Omnibus Subscription: USD $30,000,000,000
The Issuer may rely on a principles‑based approach to Accredited Investor verification, taking into account the facts and circumstances of each prospective subscriber, including the size and nature of the proposed investment. All subscribers must provide written representations regarding investor status and source of funds.
Due to the complexity of the investment program and the performance‑based compensation structures applicable to the Fund, investors may be required to qualify as:
• Qualified Clients under Rule 205‑3 of the Investment Advisers Act of 1940, and/or
• Qualified Purchasers under Section 2(a)(51) of the Investment Company Act of 1940.
The Issuer reserves the right, in its sole discretion, to reject any subscription that does not satisfy applicable eligibility standards or internal investment criteria.
Offers and sales of securities to non‑U.S. persons may be conducted in accordance with Regulation S under the Securities Act of 1933.
Any such transactions will occur outside the United States, will not involve U.S.‑directed selling efforts, and will be executed only with persons who are not “U.S. persons” as defined in Rule 902.
This website is not intended as a solicitation to non‑U.S. persons, and any offshore transaction will be conducted through separate, compliant channels.
As part of the Issuer’s compliance, risk management, and know‑your‑customer procedures, all prospective subscribers are required to participate in a final in‑person due diligence review with the Issuer prior to acceptance of any subscription. Completion of this review is a condition precedent to admission, and the Issuer retains full discretion over investor acceptance.
This website is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offer or sale of securities will be made solely pursuant to a definitive Subscription Agreement and related offering documents.
The securities described herein have not been registered under the Securities Act of 1933 or approved or disapproved by the U.S. Securities and Exchange Commission or any state securities authority. Any representation to the contrary is unlawful.
Certain statements contained on this website may constitute forward‑looking statements, including references to projected returns or preferred yields. Such statements are based on assumptions underlying the Fund’s Net Distributable Cash Flow (NDCF) framework and are subject to significant uncertainty.
• Variable Returns: Returns are not guaranteed and are limited by actual realized liquidity and performance.
• Model Limitations: Financial models, simulations, and projections are inherently speculative.
• Risk of Loss: Participation involves substantial risk, including the possible loss of all invested capital.
In accordance with applicable anti‑money laundering and counter‑terrorism financing regulations, all subscription funds must originate from a bank or brokerage account held in the exact legal name of the verified subscriber. Funds received from third parties, intermediaries, or unverified accounts will not be accepted and may be returned without processing.