Pre-opening | Urbanitae opens the second equity phase, worth €1,800,000, of the Kala Project, a 52-home development in Fuengirola (Málaga)

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This article is for informational purposes only and does not, under any circumstances, constitute investment advice or a recommendation.

The crowdfunding platform Urbanitae is preparing the second funding phase of the Kala Project, a development of 52 detached homes in the El Higuerón area of Fuengirola (Málaga). The transaction is structured as an equity participation: investors contribute funds to the special purpose vehicle CARRARA PROPERTIES 5, S.L., which in turn subscribes a capital increase in the project's development company, DSA REAL ESTATE, S.L. Unlike a loan, in this format the investor takes a stake in the project's capital and the return depends on the outcome of the development; any reference to return is inseparable from the corresponding risk, which is described below.

The contribution from Urbanitae investors in this second phase amounts to €1,800,000. Alongside it come €1,200,000 from third-party investors and €750,000 from the manager itself, maintaining an 80%-20% split between investors and manager in this tranche, the same proportion as the first campaign, closed in September 2025. The use of these funds is specific: settling the deferred payment on the land and the development's running costs. The project's estimated horizon is 40 to 44 months. In line with CNMV criteria, for equity projects the platform does not communicate an estimated return but instead three economic scenarios, set out below. The published offering does not specify the opening date and time of the call or the minimum investment per user, points the investor should verify on the platform itself and in the key investment information sheet before committing funds.

Asset Description, Planning Progress and Commercial Traction

The project comprises 52 detached homes across seven separate blocks, laid out to follow the slope of the site, which allows most of the homes to have sea views. All share a similar configuration: three bedrooms spread across a basement, ground and first floor, plus a private garden. Communal areas include two outdoor pools, green spaces, a gym, a multipurpose room and a coworking space.

The scheme is built in two construction phases. Phase 1 covers the four front blocks, 31 homes, and the communal areas; Phase 2 completes the remaining 21 homes in the three rear blocks. Both share some common costs during the start-up, and hence a feature relevant to investors: the Phase 1 investment will be settled upon delivery of some Phase 2 homes. In practice, the delivery of Phase 1, expected between months 28 and 32 of the project, will allow the capital committed and part of the return to be recovered, with the remainder completed on delivery of Phase 2, scheduled for months 40 to 44.

Building permits for Phases 1 and 2 have been granted and the project has advanced technically, with the works tender already under way; among the firms consulted is Alza Obras y Servicios, responsible for more than 500 homes developed by the manager in El Higuerón. The land was acquired in September 2025 by DSA REAL ESTATE, S.L. using the proceeds of the first campaign and the land tranche of the bank loan, with part of the price deferred — the part now being settled.

Commercially, the scheme currently has a single unit reserved out of 52. Marketing was initially planned under a global agreement between the developer and a sales agency that did not materialise, so sales have been entrusted to ON3. The platform states that the prospects from this commercial start are better than those assumed for Phase 1, although that assessment is not backed by formalised reservations.

The project has accumulated a delay against the initial schedule for two reasons the documentation acknowledges explicitly. The first is commercial: the collapse of the framework agreement with the sales agency and the need to appoint another firm. The second is technical: geotechnical studies have revealed a significant volume of fill material on the plot, requiring the foundation solution to be adapted. The platform states that both circumstances are resolved and their impact incorporated into the schedule and business plan presented in this campaign; the cost overrun arising from that adaptation nonetheless appears among the identified risks.

The manager is TOP GESTIÓN, a real estate manager reporting a portfolio of more than 2,300 homes and turnover above €1,175 million, with more than 450 homes developed in El Higuerón — delivered or under development — of which 150 have already been handed over. It also operates in Marbella, Málaga, Ibiza, Alicante, Córdoba, Murcia, Madrid and Guadalajara. The Kala Project is the third scheme it has financed with Urbanitae, after Higuerón TB51 and Higuerón TB65.

Capital Structure, Distribution Waterfall and Economic Scenarios

The project has bank financing comprising a tranche for the land acquisition, already granted and drawn, and another for the construction phase. One condition warrants emphasis: that loan will be novated and extended to fund the construction works once the percentage of pre-sales required by the bank is reached. Total project equity amounts to €10 million.

Income distribution follows a waterfall ranking ahead for investors. First, the capital contributed by all shareholders is returned, both Urbanitae investors and the manager. Next, a preferred return equivalent to a 12% net annual IRR is paid exclusively to investors, excluding the manager. Then the same 12% IRR to the manager. Once both thresholds are met, the remaining net margin is split pro rata to capital contributed until all shareholders reach a 15% net annual IRR. Above that threshold, the manager receives a promote on the excess profits, the percentage depending on total sales volume: 33% if sales are at or below €60.26 million and 40% if they reach or exceed €62.40 million, calculated proportionally for intermediate volumes. Finally, Phase 1 investors receive an additional promote in compensation for the greater risk taken at the initial stage: once the 15% IRR is exceeded and the manager's promote deducted, they take 40% of the excess profits that, within Urbanitae's share, would correspond to Phase 2 investors. These thresholds are contractual terms of ranking in the distribution and do not constitute guaranteed returns or protection of the capital contributed.

Separately from that waterfall, the manager's remuneration is structured as a fixed base amount of €2,134,180, payment of which is tied to reaching a target profit before tax of €10,697,405. If the project exceeds that target, the manager receives 100% of the improvement up to a cap of €500,000 extra, without altering the order or percentages of the waterfall.

In line with CNMV criteria for equity projects, the platform publishes three scenarios. In the favourable scenario, which reflects the manager's estimates as verified by Urbanitae and benchmarked against the Básico Real Estate valuation report, projected revenue is €61,260,000 and total execution costs €55,483,280. The moderate scenario assumes a 25% overrun in construction costs, taking total costs to €57,684,669 — reduced because the manager's promote would not be paid. The unfavourable scenario combines that 25% overrun with a 10% reduction in sale prices: revenue would fall to €55,134,000 against costs of €55,613,714, producing a negative result and entailing partial loss of the capital contributed. The return on an equity project is obtained by subtracting estimated costs from projected revenue and dividing the result by total equity; all projections are estimates subject to economic, social or other variations over the life of the project.

The expected calendar places the second capital increase and the deferred land payment in the third quarter of 2026; the start of Phase 1 works between the fourth quarter of 2026 and the first of 2027; Phase 2 works between the third and fourth quarters of 2027; completion and delivery of Phase 1 between the first and second quarters of 2029, with capital returned to investors; and delivery of Phase 2 between the third quarter of 2029 and the first of 2030, with profits distributed. The platform warns that in any real estate development timescales may move up or down.

The risks identified include extended timescales from delays in formalising pre-sales and obtaining the developer mortgage loan; deviation in fixed costs and unforeseen construction items; the cost overrun from adapting the foundations to the fill material detected, or the emergence of new ground-condition constraints; delays in sales or the need to cut prices; the bank refusing to subrogate the developer loan into a mortgage for some buyers due to supervening insolvency; and the possibility that a substantial change in conditions between the start of the campaign and the formalisation of the capital increase forces the project to be cancelled and the capital returned. Urbanitae also warns that, if the planned volume is not completed, the fundraising period may be extended by up to 25% on the same terms, and that the project may be funded once at least 90% of the target is reached, under Article 69 of Law 5/2015.

As this is an equity transaction, there is no mortgage guarantee or security interest in favour of investors: the return depends on the outcome of the project and the capital may be lost in whole or in part. Urbanitae is neither an investment services firm nor a credit institution and is not a member of any investment or deposit guarantee fund. In compliance with the European crowdfunding framework, it is recalled that non-experienced investors have a four-calendar-day pre-contractual reflection period during which they may revoke their investment offer without justification or penalty. This is a crowdfunding product structured as a participation in capital, and not a deposit or a guaranteed savings product. Real estate investments carry risks of illiquidity and of total or partial loss of principal; this vehicle is not supervised by the CNMV or the Bank of Spain, and lacks the coverage of the deposit guarantee scheme provided for in Directive 2014/49/EU and of the investor compensation scheme provided for in Directive 97/9/EC. Investors may not recover the capital contributed.

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