HelioCasa Corporation
Regulation D 506(c) Offering

TERMS OF THE OFFERING

UP TO 10,000,000 SHARES OF COMMON STOCK AT $5.00 PER SHARE

Minimum Purchase Per Investor - 200 Shares

Maximum Purchase Per Investor - 10,000,000 Shares

Minimum Subscription: $1,000 (200 Shares)

The Company intends to raise a minimum of $1,000.00 and a maximum of $50,000,000.00 in this Offering to fund the continued growth of the Business. The Common Stock will be offered in a private placement offering pursuant to an exemption from registration under Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended, under exemptions under applicable state securities laws, and in reliance upon the representations and warranties of each of the purchasers that they are purchasing the Common Stock for investment purposes and not with a view to any resale or distribution thereof.

The Company is offering up to 10,000,000 shares of Common Stock, $5.00 par value (the "Shares") of HelioCasa Corporation (the "Company"). The minimum offering amount is 200 shares ("Minimum Offering Amount"), and the maximum offering amount is 10,000,000 shares ("Maximum Offering Amount"). The minimum purchase per investor is 200 shares, or $1,000, and the maximum purchase per investor is 10,000,000 shares, or $50,000,000.

Officers and directors of the Company will make offers and sales of the Shares; however, the Company retains the right to utilize any broker-dealers registered with the Financial Industry Regulatory Authority ("FINRA") and applicable state securities authorities to sell all or any portion of the Shares. If the Company so elects, it may pay such broker-dealers a commission in the amount of up to 1.5% and a non-accountable expense allowance of up to 2% of the proceeds they have sold. Offers and sales of the Shares will be made only to "Accredited Investors" as such term is defined in Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"), which includes the Company's officers, directors and affiliates.

The Offering is scheduled to terminate on June 30, 2026. The Company reserves the right, however, to extend the term of this Offering. See "The Offering." This Memorandum may not be reproduced in whole or in part without the express prior written consent of the Company.

We are an Emerging Growth Company as defined in the JOBS Act. As long as we remain an Emerging Growth Company, we may take advantage of certain exemptions from various reporting and regulatory requirements that are applicable to other public companies that are not emerging growth companies.

BEFORE YOU INVEST

The HelioCasa Corporation Regulation D 506(c) offering provides prospective accredited investors to become approved as a “prospect", review accreditation requirements, request delivery of the Private Placement Memorandum (“PPM”), access management contact information, and view the Company’s SEC Form D filing.

Interested in more information? Access our Private Placement Memorandum by registering to become an investor prospect with HelioCasa Corporation.