Setting the record straight, one claim at a time.

The "secret" loans are transactions the fund offering documents expressly permit. Every subscriber represented that they had read the documents that say so. The loans were disclosed to investors, the administrator, and the auditors.

Start with the word "secret." Loans to projects in which the Manager or its affiliates hold an interest are transactions the Fund's documents expressly permit. A section of the fund offering documents provides that "the Manager and its Affiliates may enter into (i) business transactions with the Company and/or its subsidiaries, including without limitation selling loans to, and buying loans from, the Company," on terms "no less favorable to the Company... than could be obtained from an unaffiliated third party in a similar transaction." The Private Placement Memorandum discloses the same conflicts and provides that each investor "will be deemed to have acknowledged the existence of any such actual or potential conflicts of interest and to have waived any claim" arising from them (Private Placement Memorandum, October 1, 2021, Appendix A, page 22), and every subscriber represented in the subscription agreement that they had "received and read the Memorandum and its Exhibits, including the Articles and the terms and conditions of the Operating Agreement." The loans were disclosed to investors, to the Fund administrator, and to the Fund's auditors, and they were provided to the SEC. The Fund's Related Party Transaction Policy, adopted in April 2023 and signed by Dan Leimel and Rob Sechrist, created a Conflicts Committee and required disclosure of related-party transactions in the annual audited financial statements. Management answered investors' written questions about them at the January 2024 investor webinar. The Q1 2024 report broke the exposure out by category. The derivative complaint was not filed until June 24, 2025. You cannot "conceal" a related-party transaction that the offering documents permit, that every subscriber represented they had read, and that the Fund reported to its investors, its administrator, and its auditors.

Now the word "misappropriated." Nothing was taken. These were loans, made by the Fund at market rates and fees, to real estate projects in which affiliates of the managers held partnership interests alongside other partners, originated between 2019 and 2021 under the loan-to-value underwriting the Fund used at the time, before the Fund moved to its all-in structure in 2021. No related-party loan has been originated since. The fund offering documents expressly permit the manager and its affiliates to enter into business transactions with the Fund on terms no less favorable than arm's length. That is the structure the claims call a "scheme."

Now the number. "$52 million" is a balance from the end of 2023. Here is where those loans, and the fifth one the claims do not mention, stand today:

• Loan #2022, $19.5 million: affiliates of the managers surrendered their entire interest for no consideration on December 21, 2023. The loan was retired on April 18, 2024, and replaced with twelve separate performing loans, one per unit, to qualified borrower entities in which no Pelorus stakeholder holds any interest. Those loans have paid $5,735,606.53 of interest to the Fund from closing through September 2026, and the sponsors have put their own capital into the buildouts.

• Loan #2050, $4.8 million: the property was sold to an unrelated qualified buyer that assumed the loan in September 2022. Borrower never missed a payment and subsequently paid off the loan in full with cash; the Fund's deed of trust was reconveyed on December 10, 2024.

• Loan #2043, $25.5 million: originated before the Fund adopted its all-in structure in 2021; the underwriting criteria that preceded the all-in structure were grandfathered in for the loan's later upsizes and extensions. Construction completed in December 2023 and the borrower defaulted. The Fund took title through a consensual deed in lieu of foreclosure. The fund also obtained ownership of seven entities formed by the borrower for future leases and joint ventures. They will be expected to produce rental income to the REIT and equity upside to the Growth Fund.

• Loan #2010, $2.47 million: the only loan that was related-party at origination still on the books. It was originated as a stand-alone loan, outside the fund, before the Fund adopted its all-in structure in 2021. It was contributed to the fund in 2021. It has never missed a payment, in one of the most competitive cannabis markets in the country, and it is less than 1% of the Fund's total assets as of Q1 2026.

• Loan #2063, $28.2 million: originated in 2022 to an unrelated borrower. When it defaulted, the Fund took title through a deed in lieu in August 2023 and the operating company was placed in a holding structure so the licenses could be preserved for the economic benefit of the Fund's investors. That structure technically made it "related-party at deed in lieu," and the Fund has reported it that way since the Q1 2024 report. Today both the property-owning entity and the operating company sit in the investor-approved Growth Fund, as disclosed in that fund's offering memorandum and in the 2025 consent solicitation, and they remain the borrowers on the Fund's loan. Goad led that restructure and held 20% of the holding entity. He now calls it misconduct.

Five loans. One sold to a third party. One restructured into twelve performing loans. One converted to owned real estate with seven operating entities. One that the "whistleblower" restructured and partly owned. Total “related-party at origination” exposure today is less than 1% of total assets as of Q1 2026. That is the "$52 million" related-party "scheme." The claims’ next headline number, “$46 million defaulted,” is two of these same five loans, counted a second time.

The $46 million is two loans. One was restructured into twelve loans. The other is real estate the Fund owns with seven operating entities on it.

The erroneous claims never name the loans behind the "$46 million." They cannot, because naming them ends the story. The number is Loan #2022 ($19.5 million) plus Loan #2043 ($25.5 million). Loan #2022 was current on interest when it reached maturity in January 2024; the managers had already exited it. Rather than declare a default on a paying asset and sell twelve buildings into the worst cannabis real estate market in a decade, the Fund retired the loan on April 18, 2024, resulting in twelve separate loans, cross-collateralized and cross-defaulted, with the borrowers putting cash in at closing. Those loans pay every month. Loan #2043, originated before the Fund adopted its all-in structure in 2021, defaulted after construction completed in December 2023. The Fund issued a default notice in January 2024, took the property through a consensual deed in lieu, and formed seven operating entities on the site for future leases and joint ventures.

Neither loan is "still in the fund" as a defaulted loan. One is twelve performing loans. The other is real estate and seven PropCo entities that the Fund controls. The claims erroneously reference the December 2023 balance sheet and call it today. One of the assets behind those numbers is a licensed operating company, and how the Fund is required to hold it is the next claim.

The claim that Fund assets are being moved off the Fund's books is false. One licensed, plant-touching asset cannot sit in the Fund, so it sits in a holding entity that the Fund controls by contract.

The premise is wrong. The Fund’s position was a loan. The borrower defaulted. The Fund exercised its remedies and realized 100% of the physical real property collateral securing that loan. No Fund asset was transferred to anyone, because the interest the claims point to was never the Fund’s to transfer. Federal licensing rules constrained which parties could hold record title following the foreclosure, and a mortgage REIT is not an eligible holder, so at foreclosure that indirect interest was issued to an individual employee of the Manager, under instruments signed before it existed that hand it to the Fund the moment the rules permit. The licensed entity is barred from any transfer of interests in the license without the Fund's consent and lets the Fund force an assignment to its designee at any time and subject to regulatory compliance. No investor economic interest was stripped.

The Fund's remaining collateral is the contractual right to the entire economic benefit of the license-holding entity, irrespective of who holds record title. Exactly as this Fund has held every plant-touching license since inception, record title went to an individual, who holds a 49% non-controlling membership interest for that reason. He contributed no capital, holds no economic entitlement, receives no compensation, and has no voting or management authority. The structure was designed with outside regulatory counsel and documented at inception through springing instruments under which the interest transfers to the Fund entity automatically once the rules permit direct Fund ownership. No further negotiation, consent, or consideration is required. Licensing requirements are actively changing and the Manager is monitoring closely to allow the transfer to be made as soon as allowed.

The managers hold state licenses in their own names for the Fund's benefit for the same reason. The claims do not call that asset stripping, because it does not fit the story. The story needed a family member. So the claims put a family member's LinkedIn profile on a page titled "Misconduct," beside the words "funneled" and "shell entities," for an interest he does not own economically and cannot sell. The claimants then added him to their arbitration on a theory that he "aided and abetted" by holding it.

That is not investor protection. That is pressure applied through a family member. The people who built the page know the difference. They did it anyway.

Redemptions were suspended in December 2023 to prevent any investor from being paid with another investor's capital.

The suspension was the remedy the Fund's offering documents reserve for exactly the environment cannabis lending entered in 2023: falling collateral values, borrower defaults across the industry, and no refinancing market. Redemption requests had exceeded the Fund's contractual monthly and quarterly caps since June 2023, and investors were told so at the time. When requests exceed what a portfolio can pay from performing assets, a manager has two choices. It can liquidate non-liquid assets at fire-sale prices to fund redemptions for whoever asks first, and hand the losses to whoever stays. Or it can suspend, work the assets, and treat every investor the same. Pelorus chose the latter. It is the choice the offering documents contemplate, and the only one that does not pay the first investor out of the last investor's capital.

In the same December 2023 letter, Management adopted a Member Goodwill Program for 2024, raising the investors' preferred return from 8% to 12% and increasing the investors' share of the profit split on equity participations and disposition proceeds from 50/50 to 75/25. It extended that program through 2025. In January 2025, it rebated a portion of its 2024 asset-management fees on written-down REO against 2025 fees. Those are concessions a manager "extracting value" does not make.

Conversely, Goad attempted to extract value as he left the firm. He sought both a buyout of his interest in the management company and the preferential return of his capital, knowing the market's condition and the portfolio's distress. While the informal SEC matter was open, he tied his cooperation to that buyout. The Managers' answer was that if he had information about misconduct he should report it immediately, and that nothing about it required their permission. When an investor later asked him why, if he was aware of misconduct, he had not come forward with proof to the SEC, the fund administrator, or investors before, during, or after the SEC inquiry, his answer was a July 23, 2024 letter from his own lawyer complaining that the Fund's counsel had not handed over the name of an SEC staff member, and a claim that the auditors had "resigned over the issue." Both fail on their face. No one, including Pelorus, can stop a former officer from communicating with the SEC, and no approval from Pelorus was ever required. The auditor did not resign; it paused. SEC staff concluded its investigation in October 2024 and does not intend to recommend an enforcement action.

The Managers and the Pelorus team did not walk away from the portfolio. They remained committed to stabilizing the portfolio, work through the distress, and maximize value for all stakeholders, creditors, equity investors, and employees alike, without giving preferential treatment to his redemption request.

The erroneous claims' favorite comparison is to two public REITs. Their shareholders could sell into a market at whatever price the market offered. Pelorus investors cannot. That is the difference between a listed stock and a private fund. What the claims do not tell you is how those peers actually did. That comparison is below, measured since inception on both sides.

On April 30, 2026 management wrote to investors that, "as part of our ongoing commitment to long-term performance and capital preservation," it was "implementing a temporary pause on monthly distributions," a decision "made to allow the Fund to retain earnings and strategically deploy capital with the objective of increasing yield and strengthening overall performance."

The plan is deleveraging, recovery, and yield. Monetize the REO and receivership assets; refinance or retire the credit facility and the senior notes; increase the cash yield of the income fund; build enterprise value in the investor-approved Pelorus Growth Fund; and restore liquidity to investors as the balance sheet allows. Management is presenting the deleveraging path directly to investors and will keep doing so.

Dan Leimel's 2023 redemptions were paid under the same policy and the same pro rata caps as every other investor's request, and his investment in the Fund remains subject to the same suspension as yours.

The claims call this "the most damning single fact in the case." Here is the fact, from the Fund's own redemption ledger. Dan Leimel submitted a withdrawal request from his personal account on February 1, 2023, nearly five months before the June 26, 2023 investor letter that first told investors the Fund had exceeded its redemption limits, and ten months before the December 2023 suspension. That account was partially redeemed over the course of 2023, under the same policy and pro rata caps as every other investor’s request, totaling less than 12% of the capital balance. Every installment was paid under the Fund's redemption policy and reduced to pro rata proceeds under the same caps that applied to every other investor's request. From inception through 2023 the Fund paid roughly $37 million of redemptions to investors generally, under the same policy. He received nothing that any other investor with a pending request did not receive. His investment in the Fund, made with his own capital years earlier, remains, subject to the same suspension as every other investor's.

No investor has been redeemed by the Fund ahead of any other investor. No investor receives a preferred return that other investors do not. The Fund's preferred return applies to every investor equally, and management raised it.

The suspension applies to every investor. Management has refused, in writing, to grant any investor a special redemption, including a very large investor who demanded one through litigation counsel in July 2024. The Fund has not redeemed anyone.

What the claims call a "10% preferred return" to "one LP" does not exist. No investor receives preferential treatment, and no investor has been paid outside the process that applies to every other investor. All distributions of net cash flow are made under the single waterfall in a section of the fund offering documents: first, 100% to all investors pro rata until their accrued and unpaid preferred return is paid; thereafter, 80% to investors pro rata and 20% to the Manager. Every investor's distribution is calculated and paid under that identical priority. There is no separate or preferential waterfall for any investor, and the Fund's audited financial statements reflect it. The redemption limitations the claims call "the gate" govern requests to redeem and return capital, a separate mechanism under a section of the fund offering documents, not ongoing income distributions under Section 4.4. The erroneous claims treat them as one mechanism. The fund offering documents put them in two different sections, and the claims quote neither.

The claims also falsely allege that Pelorus paid a confidential settlement to silence an investor, redeeming that investor's interest in full while every other investor has been "frozen" for more than two years. There was no arbitration, no settlement, and no redemption of any investor's interest outside the Fund's standard, uniformly applied process. The claim rests on conflating two different things. The Fund's redemption gate limits how much cash the Fund pays out to redeeming investors in a given period, and it applies equally to every investor, with no exceptions and no side deals. Separately, every investor has always had the right to sell or transfer their interest, at any time, to a pre-approved accredited investor. That right has never been restricted for anyone. A secondary sale from investor to investor is not the same as a share redemption by the fund. No investor has received treatment unavailable to any other investor in the Fund.

The "one investor being paid" is an investor who also lent money to the REIT under a secured note. This is a separate investment than Fund units entirely. A lender who advances money under a note is entitled to interest under that note. That is not a distribution on Fund units and it is not a preferred return. The note matured in August 2025 while the borrower was current on payments and had raised capital toward a partial paydown, the parties were negotiating an extension in the ordinary course, and the lender chose to sue instead. Equal treatment is also the premise of the claims’ complaint about the spin-off vote. That vote was counted by someone other than Pelorus.

An independent tabulator certified the spin-off as approved by 58.15% of total investor capital. The concept was disclosed in January 2025, seven months before the vote. The Growth Fund is live and building the equity value that a lender cannot.

The erroneous claims say the vote was "won through deliberate concealment." Here is the vote. The Equity Fund concept was disclosed to every investor in the January 2025 investor letter, six months before the campaign to remove management began. The consent solicitation was emailed to every investor, presented on webinars, and answered in writing over a voting window from July 31 to August 31, 2025. eBallot, an independent third-party tabulator, certified the result on September 3, 2025: 58.15% of total investor capital in favor, 25.28% opposed, 16.57% not voting. The people behind the claims campaigned against it during the voting window, on their own Zoom, with their own 16-page opposition packet, and endorsed by Goad. They lost the vote. Now they call it corrupt.

The Growth Fund exists because the assets the Fund took back through receivership and foreclosure are operating businesses, not loans. A mortgage REIT cannot own and grow them. An equity vehicle can. The spin-off moved those assets into a structure built to hold them, and the management fee on those assets moved with them. It is not a second fee on the same dollar. Management has accrued, not paid itself, the substantial majority of fees in this period so that cash goes to the assets first, and rebated part of its 2024 fees on written-down REO. The Growth Fund has admitted approximately $3.3 million of new capital from existing investors and from new investors, in a market where the people behind the claims were emailing the Fund's bond placement agent, a competing lender, the receivership borrower, and trade press to sabotage it. It launched publicly in September 2025 with an advisory team of multi-state operator founders and private equity principals. That is not a "fee extraction mechanism." That is the only path to equity-level recoveries on assets that a liquidation would sell for cents.

On the "defaults during the vote": the obligations the claims list were not in default when the solicitation launched on July 31, 2025. The REIT note it refers to matured on August 15, 2025, while the borrower was current on payments and negotiating an extension; there was nothing to conceal on July 31 because nothing had happened. On the "better bids": the arbitration demand does not identify one, and management received no bid for the spun-off assets that would have returned more to investors than owning them. In every workout where a bid recovered par for investors, management took it.

On "50 cents on the dollar": the vote consent card every investor received contained one optional line, in these words: "I approve the Spin-Off transaction, including the amendment to the operating agreement of the Pelorus Fund and if available, I would be interested in liquidating some or all of my Pelorus Fund Units as soon as possible in exchange for a 50% discount." It was an indication of interest, "if available." It committed the Fund to nothing and promised no investor anything.

An AAA arbitrator found Pelorus likely to prevail against the "whistleblower" (Goad) on breach of contract, trade-secret misappropriation, and computer fraud, found any harm to him "self-inflicted," and enjoined him (Pelorus Capital Group Receives Favorable Arbitration Ruling Against Disgruntled Former Employee To Prevent Further Breaches of Confidentiality). Management adopted the policy, formed the Conflicts Committee, engaged Counsel to the Conflicts Committee with all three members signing, and answered the Conflicts Committee Memo in writing within seventeen days. The "whistleblower" (Goad) was expelled for taking the Fund's confidential investor information and refusing to return it; the arbitrator's finding came three months later.

The flawed claims' chronology is upside down. The Manager adopted the Related Party Transaction Policy in April 2023. The Conflicts Committee was formed. All three committee members, including Goad, signed the engagement of Greenspoon Marder as Counsel to the Conflicts Committee on November 30, 2023. When the Conflicts Committee Memo arrived from the Disinterested Member on January 12, 2024, the Interested Members responded in writing on January 29, 2024, offering additional collateral and other credit enhancements as conditions of ratification. The Disinterested Member issued a further memo on February 21, 2024. That is not obstruction; that is a committee doing its work.

What happened next is what the claims call "firing the lawyers." Greenspoon Marder invoiced $372,856.50 over roughly four months against a $5,000 retainer, on an engagement scoped to committee matters, and expanded on Goad’s sole direction into review of Goad’s personal Grant Agreement with the manager, litigation strategy, control of privilege (which Goad never had), joint defense agreements with Goad’s personal attorney, review of the Fund's offering documents to incorporate novel legal concepts which were well outside the scope of the engagement, and the bond pool. He was never a Manager of the Fund and had no authority to financially bind it. Management instructed the firm to stay within scope, they declined, management subsequently instructed them to stop work, they ignored that instruction and chose to continue work at Goad’s sole direction. Management offered in writing to pay every dollar of the in-scope corporate work, $164,083.50. Greenspoon refused any compromise and sued for the remaining $208,773.00. That fee dispute is Number 7 on the claims' list of "proceedings."

Then the "retaliation." Goad was never a Manager of Pelorus Capital Group. He held an officer title and a minority equity grant that he did not pay for. He resigned on May 29, 2024. Two days earlier he forwarded the Fund's confidential investor information and investor documents, including the redemption request list, from his Pelorus email to a personal Gmail account with no security protections in place. He had been forwarding Fund documents to Gmail since at least February 2023. He then used that information to solicit investors and to seek preferential treatment for himself. Pelorus gave him written notice and an opportunity to cure. He did not cure. His interests were forfeited. In June 2025, an AAA arbitrator, after a full evidentiary hearing that Goad chose not to supplement, found Pelorus likely to prevail on breach of contract, trade-secret misappropriation, and computer fraud, found any harm to Goad "self-inflicted," and enjoined him and everyone acting in concert with him from using the Fund's confidential information or soliciting the investors identified in it.

That is the record. The claims call it "silencing a whistleblower." An arbitrator called it misappropriation.

The SEC concluded its investigation of this Fund in October 2024 and did not recommend any action. The claimants have known that for two years and still tell you the inquiry is "ongoing."

The dissident claims' "whistleblower" narrative leans on a May 2024 letter that mentions "ongoing SEC inquiries." Here is what it does not tell you. On October 15, 2024, the SEC's Division of Enforcement in Los Angeles wrote to the Fund that the staff had concluded its investigation and did not intend to recommend an enforcement action. The investigation was disclosed to investors when it opened and when it closed. The claims list "an SEC-referenced inquiry" among "seven active proceedings." It is not active. It was not a proceeding. The authors of the claims received the same October 2024 letter. The auditor did not resign. It paused.

CohnReznick was deep into the 2023 audit when Goad sent the firm an unsolicited Sunday-night email asserting that the related-party loans had been made "outside the usual Fund protocols" and that he had not completed his review. In the firm's own annual management interviews, he had never raised an issue. Faced with an officer saying one thing in interviews and another in email, the firm paused. It did not withdraw its opinion. It did not resign. The Fund could not wait: its credit facility and its senior notes require audited financials on a deadline. Management engaged a replacement auditor, paid for the 2023 audit twice, and completed the 2023 and 2024 audits. The departure of the CFO seemed to be heavily influenced by Goad. Employee departures can occur for many different reasons. The subsequent conversation with the former CFO seemed to indicate he may have not resigned if he was provided the full set of facts.

Arena held $5 million of a note issue. Pelorus replaced collateral under the express terms of the note purchase agreement, discussed it with Arena beforehand, answered Arena publicly within four days, demanded a retraction, and Arena never took a single step to enforce anything. Two years later the claims are still citing the press release.

In September 2024 a holder of $5 million of the REIT's 7% senior notes issued a press release. Pelorus answered it publicly on September 9, 2024: the collateral replacement was made under Sections 9 and 10 of the Note Purchase Agreement, which permit it; Pelorus had discussed the replacement with Arena in July 2024; noteholders had been paid in accordance with the notes' terms; and Pelorus had sent Arena a letter demanding a formal retraction and issued a press release (Pelorus Management Group, LLC Addresses Inaccurate Claims Made by Arena Investors, LP). Arena's release said it was "considering" organizing a noteholder committee. No committee was formed. No default was declared. No lawsuit was filed. No other noteholder joined. A press release from a $5 million holder that went nowhere is not documentation of anything. The auditors and the committee’s lawyers run back directly to Goad. The record of what he approved, and what he originated, comes next.

Goad signed the upsize. Goad sat on the credit committee. Goad was sole director of the REIT. Goad originated the loans that are now in receivership. Goad restructured, and partly owned, the loan he now calls a related-party abuse.

The claims present Goad as an outsider who stumbled onto wrongdoing and was punished for it. The record shows an officer who was inside every decision he now condemns. He signed an upsize term sheet for Loan #2043 as Managing Partner on March 1, 2023. He sat on the credit committee that approved Loans #2055 and #2072, the largest exposure in the Fund and now its largest receivership, and the $50 million bond issued to fund it. He originated Loan #2040, Loan #2046, Loans #2059 and #2060, and Loan #2061. Roughly $170 million of the assets now in receivership, REO, or foreclosure came across his desk as originator, at loan-to-cost ratios of 138% on Loan #2040 and 122% on the restructure of Loan #2063 that he led. He was a 20% owner of the entity that holds the Loan #2063 operating company. One of his own coalition members wrote to him, during the spin-off vote, that he should acknowledge to investors that he "played an integral part in approving" Loans #2055 and #2072 and "other loans now in default." Goad was not a Manager of Pelorus Capital Group. He held an officer title and an equity grant he did not pay for. Management formally informed him of the informal SEC inquiry in November 2023. In the same period Goad was appointed by the managers to the newly formed Conflicts Committee, and he began assembling a record to support a "whistleblower" posture. Four months later he sought to leverage the situation into a buyout of the equity granted to him in the manager and a preferential redemption of his membership interests, rather than stay and work out the distressed assets for investors, which is what the Managers did. The auditor contact, the investor solicitations, and the demand letters all fall inside the window in which that buyout was being negotiated and immediately after it collapsed. He was inside every decision and was appointed to the committee that reviewed them.

The JAMS case was about the books of the management company, not the Fund. Goad lost his contract claim. Pelorus offered him the documents under a standard NDA eighteen months ago and he never signed it. The fee award is before a federal court.

Read the headline claim again: "What are they hiding?" The answer is nothing, and the JAMS record shows it.

Goad and his entity demanded inspection of the books and records of Pelorus Capital Group, the management company. Not the Fund. No investor's access to Fund reporting was at issue. On February 19, 2025 the arbitrator denied his contractual claim outright. Pelorus then offered, with its objections preserved, to make non-privileged corporate records available on execution of a standard confidentiality agreement, and asked to meet and confer on March 24, 2025 to finalize it. His counsel refused to engage. He never signed. On May 9, 2025 the arbitrator ordered the parties to enter a protective order so the documents could be produced. He did not comply with any part of that order. He then failed to comply with the next order and failed to file his opening brief, and the arbitrator issued an order to show cause why he should not be sanctioned. The arbitrator then allowed Goad to convert a lost contract claim into a statutory inspection claim under Delaware law. In September 2025 the arbitrator found he had not shown the documents were "necessary and essential"; in December 2025 the arbitrator reversed that finding without explaining what had changed. All of this proceeded while a separate AAA arbitrator was finding that Goad had misappropriated the Fund's confidential information, while his standing depended on an equity interest that had been forfeited, and after he had filed a plenary lawsuit that, under settled Delaware law, moots an inspection demand. Fees were then awarded under a contract clause that applies only to contract claims, on a contract claim Pelorus won. Pelorus filed a motion to vacate in the United States District Court for the Central District of California on May 26, 2026. That motion is pending. The claims call this "defying a legal order." It is the process the Federal Arbitration Act provides. Goad has had the offer of the documents since March 2025. He preferred the banner.

Count them yourself.

The claims say seven lawsuits. Here is what is behind the number.

• Number 1 is the derivative claim. Six claimants, one of whom is Goad. Filed as a verified complaint in Orange County Superior Court on June 24, 2025, the day before the AAA arbitrator's injunction against Goad was served. After Pelorus moved to compel arbitration under the fund offering documents the claimants signed, they dismissed the court case on February 6, 2026 and refiled it as an AAA arbitration the same day. No arbitrator has been appointed. This is the only matter on the list that alleges the related-party misconduct the claims are built on.

• Number 2 is Pelorus's case, not a case against Pelorus. Pelorus Fund, LLC v. Travis Goad (AAA 01-25-0001-6904) is the emergency-relief proceeding in which Pelorus obtained the preliminary injunction against Goad. It is a separate proceeding from the derivative arbitration. It is in active discovery. Listing it as a lawsuit "against management" is like listing the prosecution as a charge against the victim.

• Number 3 is the JAMS fee award. A books-and-records dispute over the management company's records, in which Goad lost his contract claim. See “They lost an arbitration and are refusing to pay” above.

• Numbers 4 and 5 are one lender. An investor who also made a secured note to the REIT sued when the note matured, while the parties were negotiating an extension. His second suit concerns a separate loan he made to an entity owned by the managers personally, not by the Fund.

• Number 6 is a Pennsylvania case that does not involve the Fund. A private lender sued over a $5.8 million loan it made in November 2022 to a borrower entity buying a hospital property in Ellwood City, Pennsylvania, and over a guaranty of that loan given by Pelorus Equity Group, Inc. The amended complaint filed October 14, 2025 added Pelorus Capital Group, LLC and Dan Leimel personally, on theories the defendants dispute. No Fund entity is a party. No investor's capital is at issue.

• Number 7 is a law firm's bill. The Conflicts Committee's counsel invoiced $372,856.50 over roughly four months against a $5,000 retainer, declined a written offer to pay $164,083.50 of it, and sued for the $208,773.00 balance. See the “fired the lawyers” response above.

The litigation page pads the list further with a "Confirmed Complaint, June 24, 2025," which is the same derivative complaint as Number 1 with a different label. The FAQ adds "a FINRA arbitration demand." There is no FINRA arbitration. It adds "an SEC-referenced inquiry." The SEC concluded its inquiry in October 2024.

Strip out the duplicate, the case Pelorus brought, the vendor bill, the unrelated company, the resolved lender note, and the two proceedings that do not exist, and you are left with one derivative claim by six people and one records dispute about the management company's books. That is the "legal action on multiple fronts."

Meanwhile the claims do not mention the matters Pelorus is prosecuting for investors: a $16 million confirmed judgment against a borrower, on which more than $9 million has been collected; the Loans #2055 and #2072 receivership, in which the court has been asked to approve the sale of the receivership assets and Pelorus's credit bids; and the AAA case against Goad himself.

Every dollar of legal cost in the last two years traces to one source. He is the man the claims call a whistleblower.

The claims ask who is paying for the litigation. Ask instead who caused it. Goad breached his confidentiality agreement and sent the Fund's confidential investor information to his Gmail, refused to return it, filed a records demand against the management company and then refused to sign the confidentiality agreement that would have produced the records, contacted the auditors and stalled the audit, ran the Conflicts Committee's counsel to $372,856.50 in four months, and emailed a derivative complaint to the Fund's bond placement agent the day after filing it. Management suspects that he provided the material for an anonymously hosted website built to recruit plaintiffs. The Fund has spent money defending itself from that. It has also spent money recovering from it: a second audit of the same year, an expanded workout team, and the cost of every investor call that had to be answered because of a mass email campaign.

The Fund's offering documents, which every investor acknowledged by signing the subscription agreement, provides for the advancement of defense costs to the manager against an undertaking to repay them if the manager is found not entitled to indemnification. That is standard in private fund offerings, including the offering documents of the fund Goad has since launched, Seller Edge Capital Fund, LLC, and the authors of the claims know it. Pelorus is pursuing Goad in arbitration, and any recovery goes to the Fund. This is what this campaign has cost the fund. What follows is what it is asking of you: a replacement manager it will not name, a form that wants your statements, and 3% of your capital.

Pelorus investors have earned a net life-to-date IRR above 9% through April 2026, after the worst two years the cannabis credit market has ever seen. The claims' peers, measured the same way since their IPOs, are one modest winner and one wipeout.

The erroneous claims compare three years of REFI dividends with three years of Pelorus distributions and call that "the real cost of Pelorus's governance failure." They do not compare returns since inception, because that comparison does not help them. From inception in June 2018 through April 2026, a Pelorus investor has a net life-to-date IRR more than 9%, stated after loss reserves, through a period in which the Fund paid redemptions under its policy for five years and had no principal losses before 2023. From its March 2021 IPO through mid-September 2026, AFC Gamma's share price has fallen roughly 85%; with every dividend counted, its shareholders are down roughly 40%. Chicago Atlantic is the survivor of the public group and has delivered a total return in the mid-single digits per year since its December 2021 IPO. Its shareholders bought a listed stock. Pelorus investors bought a private credit fund with a monthly distribution and a redemption right that was honored for five years and suspended when honoring it would have meant liquidating the portfolio into an illiquid market.

The claims call the Pelorus number "unverified." The Fund's financial statements are audited annually and delivered to investors. The claims' own Pelorus figures are lifted from the derivative complaint, which is not audited by anyone.

There is no authorized replacement manager. Any change in managers is governed by the Fund documents, not by anonymous claims or a litigation-funding solicitation.

There is no replacement manager. Management believes the outreach to third parties about taking over the Fund was made using the Fund’s own confidential information, and it is now the subject of preservation notices and the existing injunction.

The claims promise two managers "ready to step in," describe them in the language of a pitch book, and name neither. The organizers were less careful. In August 2025, during the spin-off vote, Goad emailed investors a sixteen-page packet recommending that Dan Leimel and Rob Sechrist be removed and that a specific outside fund manager be installed in their place. He described that manager as having "no financial ties to any of the plaintiffs." He did not mention that he is personally acquainted with its principals.

The coalition does not tell you what its candidates will be paid, who will pay them, what they will do with the $70 million credit facility and the $50 million senior secured notes on day one, whether the lenders and noteholders will consent to a change of control, what happens to the receivership proceedings and the court-approved credit bids when the plaintiff changes, or whether the "full recovery" promised on the prior engagement has been delivered or is merely "expected." It does not say how a new manager would deal with the state licenses that the current managers hold in their own names, as the state requires, tied to them individually and sitting inside entities that are now in the Growth Fund. It does not tell you that a campaign advisor wrote to Goad in April 2025 that the plan, once management is removed, is to liquidate the Fund, or partially liquidate it, or redeem "those wanting out at independent appraised value," and that the first item on the checklist was "Be upfront on what you are owed."

A change of manager in the middle of a receivership, a maturity, and a workout is not a rescue. It is a liquidation with a new fee attached. Every investor should ask the authors of the claims for the names, the term sheets, and the liquidation plan before registering anything.

Six named claimants. Two Gmail accounts. A "litigation fund" that is one man's fictitious business name. A form that asks for your account statements.

The arbitration that all of the claims are built on was filed by six claimants, and Goad is one of them. Under oath in a September 2025 deposition in an unrelated New York case complaint against Goad (view case e-filings for the New York State Civil Supreme Court Cases – by entering in the Index Number: "523970/2023" for access to GMH STAR-WEST LLC et al vs. TGCA STAR-WEST, LLC et al – Kings Supreme Court), filed on that court's public docket, Goad described the lawsuit as one "of which I'm 1 of 12 investors." Twelve. In November 2025 the organizers told their own supporters that they represented 118 investors and about $22 million of capital, roughly a tenth of the Fund's equity, and that eighteen of them had contributed $129,000 toward legal fees. By August 2026, after more than a year with little information and none of the promised results, the money was gone again, and the "Pelorus Management Litigation Fund" was asking every investor for an "advance" of 3% of their capital and telling them it had raised "nearly half" of what it needed.

The claims say 500 investors are needed to remove management and that "hundreds" have registered. The fund offering documents do not count heads; they count capital. The claims offer no number, no list, and no verification. What they offer is a form: your name, your email, your phone, your investment size, how long you have been in, and an upload button for your quarterly statements, sent to a Gmail account controlled by someone the claims do not identify. A second Gmail account sends the mass emails. A payments page sits under the domain. The “litigation fund” that collects the 3% is not an entity. It is a fictitious business name registered by an individual, collecting into a personal account. No privacy policy governs the data. No one tells you who owns the domain or who reads the inbox.

Ask yourself why a group of investors "with no connection to each other" all reached the same lawyers, and why the first thing those lawyers want from you is your statement, and the second is 3% of your capital.

One more thing. An arbitrator has found that Goad forwarded the Fund's confidential investor information to his personal Gmail before he resigned, and has enjoined him and anyone acting in concert with him from using them to solicit the investors identified in them.

WARNING: Before you "advance" 3% of your capital to a Gmail address, ask who is on the other end, what happens to the money if the claim fails, and who promised you a return on it.

The “Pelorus Management Litigation Fund” is not a fund. It is a fictitious business name registered in June 2026 by an individual, in his own name, at his own mailing address. Its solicitation asks each investor to wire or Zelle 3% of their Fund and Growth Fund capital to his personal account, tells you it "expect[s] that the arbitrator and new management will order reimbursement," and says it has raised "nearly half" of what it needs. No arbitrator has ordered anything; no arbitrator has been appointed. There is no "new management." The people asking for your money are the same people who told their supporters in November 2025 that eighteen of them had contributed $129,000 and that they needed the Fund's entire investor list to reach the rest of you.

What investors are being told, and what is not in writing. Multiple Fund investors have told Pelorus the same thing: the organizers of the "Pelorus Management Litigation Fund" have promised them, verbally, a 25% return on any money advanced. That promise appears nowhere in writing. The Advance Agreement investors are asked to sign says the opposite: reimbursement "is not guaranteed," and an advance "does not create any investment, equity interest, or financial instrument of any kind."

That gap raises two questions. Where is a 25% return coming from? If it depends on a discount or rebate on legal fees, investors deserve to hear that directly from the attorneys involved, not as an unwritten promise from the organizers. And why is it not in writing? A specific, promised return on pooled money, tied to the outcome of litigation someone else is running, is exactly the kind of arrangement securities law exists to cover. If a 25% return is real, it should be disclosed and documented like one. The money itself is being collected into a bank account held in the registrant's personal name, not a trust or escrow account. Before advancing anything, investors should ask the organizers to put the terms in writing, and ask the counsel handling the arbitration to confirm, in writing, whether any fee arrangement is tied to what contributors are being promised.

The fund offering documents bind every investor, and management enforces them.

The fund offering documents bind every investor. Management has enforced them, and will continue to enforce them, against breaches.

On August 21, 2026 the Fund issued eight notices of expulsion under a section of the fund offering documents, covering seven investors: the five claimant entities in the derivative arbitration and two investors who are not claimants. The Fund will not comment further on the expelled investors or on pending proceedings.