Dear Friends,

As we move into the Fall season, we are pleased to provide you with an update on Próspera's ongoing projects, partnerships, and initiatives!

Our recent developments are not just markers of progress, but steps towards an exciting future of growth and opportunity.

The Próspera City Builders Network

We launched the City Builders Network in March of this year, and since that time the community has evolved and grown to welcome hundreds of new builders.

Our vision to foster a network of Próspera pioneers that are focused on constructing the next generation of cities, encouraging innovation, and transforming landscapes is becoming a reality. We would love for you to be a part of our movement!

The City Builders Network is not just building Próspera’s first city, we are creating a new methodology for building cities. For the first time, a city is being constructed through decentralized entrepreneurial endeavors. That means that no matter where you are located, or what your background or skillset is, you can contribute to the needs of a growing city and directly benefit from the upside.

We invite you to join this growing community of builders! Anyone can create a free login to join the Network, and Próspera eResidents receive early access to project, bounties, and Resident-only spaces.

Project Highlights

Duna Residences

Development continues on Duna Residences, our next flagship project that will deliver over 80 residential units, and more than half of the units have been pre-sold.

The 14-story tower is the tallest building on Roatán and includes 5 floors of mixed-use commercial and retail space.

Duna Financing Opportunity

Próspera is considering launching a syndicated Secured Bridge Loan Offering of $3,000,000 USD to ensure the timely completion of Duna construction and to optimize the conditions for selling the remaining units. The proceeds of this offering would cover the remaining construction budget.

The loan would include an attractive interest rate of at least 10%, paid monthly, and be backed by robust collateral, including a first priority interest in proceeds from the unsold inventory of Duna apartments and commercial spaces valued at over $9 million, thus providing a collateralization of over 3x the loan value.

We would like your feedback on this opportunity. If you have an interest in potentially investing in this offering, please reply to this email, or get in touch with us here.

Pristine Bay Resort

Earlier this year, Próspera fully acquired the Pristine Bay Resort, Roatán's largest resort property, which includes a hotel, private villas, beach club, pools, restaurants, and the island's only 18-hole golf course, designed by Pete Dye.

Pristine Bay provides an ideal location for events, conferences, and visitors traveling to Roatán to experience Próspera. Through increased promotion and updates to existing properties, we have increased occupancy and profitability.

The resort is already fully booked for the first two months of 2024, and construction is currently underway to double the hotel's occupancy capacity by mid-2024.

As a member of the Próspera community, you can receive an exclusive discount on your stay at the resort by booking at this link.

Circular Factory

Circular Factory's new facility has been completed and is now operational.

The building itself has been recognized for its architecture, in international outlets, and was recognized as the Best Architectural Project of the Year by the Biennial of Architecture and Urbanism in Honduras.

The manufacturing facility uses cutting-edge robotics technology to create construction components with local, sustainable materials.

Beyabu

Beyabu is a curated development of luxury residences designed by Zaha Hadid Architects. A site for the project has been selected within Pristine Bay, and the project is currently accepting inquiries from investors and interested buyers. Enabling community members to personalize their property and co-build with their neighbors, Beyabu represents an innovation in development by translating online communities to real-world neighborhoods.

NOMAD Founder Zach Milburn and Próspera Founder & CEO Erick Brimen

NOMAD Development

Próspera has signed an agreement with NOMAD Development for the construction of a Nomad Node in Roatán. NOMDAD's co-living villages provide state-of-the-art residential communities with co-living and co-working amenities, designed specifically for remote workers.

The company selected Próspera for their international expansion, and the community will be their first development in Latin America. NOMAD's founder, Zach Milburn, first visited Roatán this summer and fell in love with the location and Próspera's vision for the community.

Situated in the heart of Próspera's community, Nomad's village will include up to 20 residential units with shared amenity spaces. The development will break ground in the first half of 2024.

We are excited to partner with NOMAD on this project to expand Próspera's residential options and solidify our location as the preferred destination for online communities that are building in the real world.

New Service Providers

Towerbank: Towerbank International Inc. has been serving Panama for more than 40 years and has more recently become a banking partner for Próspera companies. They offer business banking accounts and are crypto-friendly with on/off ramps to USDC.

Zenus Bank: Zenus is a global digital bank that is building the next generation of cross-border embedded finance. They provide Próspera eResidents with access to a personal, US bank account.

Arival Bank: Digital banking designed for global businesses. Arival provides business bank accounts for Próspera-based companies.

Greenback Expat Tax Services: Greenback makes life better for Americans living abroad and aims to take away the anxiety and hassle of helping US expats become and stay compliant with their US taxes while overseas.

SafetyWing: SafetyWing provides Remote Health Insurance and Nomad Travel Insurance for Próspera residents. Residents receive discounted access to health insurance and travel insurance, covering over 175 countries of residence, including Honduras.

The Próspera City Builders Network Marketplace now features 40 service providers for Próspera residents, including legal, tax, finance, education, real estate, insurance, and more!

New Job Postings

Head of Architecture: Seeking a key player in our real estate development team, working on-site to design, plan, and execute visionary urban projects.

Resort General Manager: Seeking a talented Resort General Manager for our properties in Roatan.

Senior Full Stack Engineer: Seeking a highly skilled and experienced Senior Full-Stack Engineer to join our e-Governance team.

Founder's Associate: Infinita VC is seeking an associate to work directly with the founder on all fund-related matters, influencing the strategic direction & growth of the company.

Upcoming Events

Crypto Futurism and Legal Engineering: The next Próspera Builders Summit is this weekend, kicking off on Friday, November 3. Speakers include author Max Borders, Patri Friedman, Founder of Pronomos Capital, and a remote presentation from Erik Voorhees, Founder of ShapeShift.

DeSci and Longevity: A Próspera Builders Summit: Hosted by Infinita Fund November 17-19, this Summit is for "renegade scientists, crypto-futurists and lifespan bioengineers." Speakers include ​Aubrey de Grey (Professor and Author), ​Mac Davis & Walter Patterson (Founders, Minicircle), ​Laurence Ion (Steward, VitaDAO), and more!

Vitalia - Starting the Frontier City of Life: Vitalia is a 2-month popup city welcoming builders focused on enabling people to live longer, healthier lives. Inspired by Zuzalu, Vitalik Buterin’s pop-up city in Montenegro, Vitalia aim to bring 100+ biotech and healthcare-focused entrepreneurs, scientists and enthusiasts together for 2 months on Roatan to live together, work together, and set the foundations for an epic mission to rejuvenate the world.

December Community Call: The Próspera City Builders Network hosts a monthly community call, where builders and innovators from around the world come together to collaborate, share ideas, and continue driving our shared mission of creating thriving cities of the future. These interactive calls are a chance to connect directly with the Próspera team and members of the City Builders Network.

In The News

Liberty in our Lifetime: Próspera Co-Founder Gabriel Delgado joined the Liberty in Our Lifetime conference in Prague. This conference, organized by the Free Cities Foundation, aims to showcase projects that promote liberty, community building, and intentional living. Gabriel's presentation shared about the numerous opportunities and milestones we have accomplished in the past year and a half.

Remotely Serious Podcast - Inside Próspera: A glimpse into the future of cities: In this podcast, J. Robertson (Próspera VP of Development) and Niklas Anzinger (Found of Infinita Fund) discussed Próspera, free zones, and the future of new cities.

Cato Daily Podcast - Promise of a Special Economic Zone in Honduras: In this podcast, J. Robertson shares about Próspera's new model for governance, and how Honduras has led the way in fostering that model.

The Ultimate Practical Guide to Próspera for Entrepreneurs: This long-form guide from Niklas Anzinger provides a comprehensive overview on-the-ground from Próspera and how entrepreneurs can leverage the jurisdiction for growth.

Próspera Arbitration Center: New collaboration expands access to justice and private investment in Latin America.

Video: Creating Jobs and Opportunity in Honduras

X: Top Ten Reasons Why Próspera ZEDE is a Game-Changer for Honduras

LEGAL DISCLAIMERS: THIS EMAIL IS NOT INTENDED TO CONSTITUTE A BINDING OFFER OF ANY KIND. THE UNDERLYING INVESTMENT OPPORTUNITY IS NOT, HAS NOT BEEN, AND WILL NOT BE A PUBLIC OFFERING OR A REGISTERED OFFERING IN ANY JURISDICTION; IT IS, HAS BEEN, AND WILL BE SOLELY A PRIVATE PLACEMENT IN THE UNITED STATES OF AMERICA PURSUANT TO SECTION 4(A)(2) OF THE U.S. SECURITIES ACT OF 1933. AS SUCH, THE INVESTMENT OPPORTUNITY HAS BEEN AND WILL BE DIRECTED TO AND IS INTENDED TO BE CONSIDERED ONLY BY INDIVIDUALS WHO WOULD QUALIFY AS "ACCREDITED INVESTORS" OR ENTITIES CONTROLLED BY INDIVIDUALS WHO WOULD BE DEEMED "ACCREDITED INVESTORS," AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS EMAIL CONTAINS "FORWARD-LOOKING STATEMENTS", WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY", "WILL", "SEEK", "SHOULD", "EXPECT", "ANTICIPATE", "PROJECT", "ESTIMATE", "INTEND", "CONTINUE" OR "BELIEVE" OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY SPECIFICATION OF ANTICIPATED REVENUES AND RATES OF RETURN. DUE TO THE VARIOUS RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE UNDERLYING INVESTMENT OPPORTUNITY MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. HONDURAS PROSPERA INC. AND ITS AFFILIATES ARE NOT WARRANTING OR ASSURING ANYONE THAT THEY WILL BE ABLE TO SUCCESSFULLY IMPLEMENT ANY OF THEIR CURRENT PLANS, OR THAT ACTUAL FUTURE PLANS AND PERFORMANCE WILL FULFILL OR MATCH PRESENT EXPECTATIONS. YOU SHOULD NOT BASE ANY INVESTMENT DECISION IN RELIANCE UPON ANY STATEMENT CONTAINED IN THIS EMAIL.

Legal Stability Disclosure and Disclaimer. The Honduran National Congress purported to adopt certain Decrees (Nos. 32-2022 and 33-2022) to repeal the ZEDE constitutional amendments and organic law originally enacted in 2013 and 2014 respectively, with the ratification of the purported repeal of the ZEDE constitutional amendments scheduled for the 2023 session of the Honduran National Congress (the "Decrees"). The Decrees heighten risks of legal instability, adverse judicial or arbitration determinations, political instability, violence, property damage, expropriation, and treaty violations with respect to residences, business operations, regulatory and tax authority, contracts, and property ownership within Próspera ZEDE (the "Risks"). Honduras Próspera Inc., St. John’s Bay Development Company LLC, and Próspera Arbitration Center LLC (the "HPI & Affiliates") have retained legal counsel to determine the most appropriate manner of responding to the Decrees and the Risks, which has included filing a Request for Arbitration with the International Centre for Settlement of Investment Disputes ("RFA"), among other measures. HPI & Affiliates have adopted the position that the Decrees cannot be lawfully applied to existing ZEDEs, such as Próspera ZEDE, under international and Honduran domestic law, through at least January 2064. However, various Honduran public officials and agencies have articulated or acted on the position that the Decrees apply to Próspera ZEDE. Such conduct has been alleged in the RFA to constitute illegal and expropriative conduct. Nevertheless, to the extent practicable, HPI & Affiliates intend to pursue the core vision of their respective business models in Próspera ZEDE as originally guaranteed under the ZEDE constitutional amendments and organic law. In so doing, HPI & Affiliates reserve the right to adopt a wide spectrum of risk mitigation countermeasures in their reasonable business judgment and without intended third party beneficiaries. There is no guarantee that any of these countermeasures will prove to be successful in substantially preserving the rights and privileges to which HPI & Affiliates are entitled, including the legal stability of Próspera ZEDE, or in materially mitigating the Risks. Accordingly, any continued reliance upon the legal stability, continued existence, and authority of Próspera ZEDE as contemplated in the ZEDE constitutional amendments and organic law entails the knowing and voluntary assumption of all risks of loss associated with, arising from, or related to the Risks and Decrees, excluding and without prejudice to any cause of action, claim or defense addressing, relating to, or arising from the Decrees or the Risks to the extent such remedy or defense is directed to the Government of the Republic of Honduras, its agencies, political subdivisions, and public officials, for enacting the Decrees or actualizing the Risks. Further, because of the Risks and the Decrees, the doctrines of force majeure, impossibility, and impracticability may excuse performance of otherwise binding obligations which are premised on the legal stability of Próspera ZEDE. Furthermore, HPI & Affiliates disclaim any and all responsibility or liability associated with, arising from, or relating to the Risks and the Decrees. Finally, relevant liability limits have been established by the Próspera Liability Shield Resolution, §5-1-183-0-0-0-1, et seq., approved (e)Resident Agreements of Coexistence, §5-1-180-0-0-0-1, and the Próspera Amended and Restated Charter, §1-1-36-0-0-0-0-1.01, et seq., all available at https://pzgps.hn/all-publications/. Independent legal counsel should be consulted in regard to the implications of this disclosure and disclaimer.

Próspera, 4301 50th Street NW, Suite 300-1093, Washington, DC 20016, United States

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