Last modified: May 2022
This disclaimer is deemed to be incorporated by reference in its entirety into any social media communication, advertisement, email or other communication or disclosure which contains a hyperlink to the www.landa.app/legal (each, a “Material”).
Landa Holdings, Inc., Landa App LLC (collectively, the “Company”) and any series registered under Landa App LLC (“Series”) may be referred to individually as a “Landa Entity” or together as the “Landa Entities”.
The offer and sale of securities is being facilitated by an unaffiliated third-party registered broker-dealer (member FINRA/SIPC) only in U.S. states where such broker-dealer is registered. None of the Landa Entities nor any third-party broker-dealer provides any investment advice or makes any investment recommendations to any persons, ever, and no communication through www.landa.app, the Landa mobile Investment application (the “Landa Mobile App”) or in any other medium should be construed as such. No Materials shall constitute a solicitation to purchase or an offer to sell any securities.
Prospective Investors are able to acquire membership interests in Series through the Landa Mobile App. The use of the word “Share” in any Materials refers to membership interests in a Series.
Each offering of Shares in each Series of the Company is defined herein as an “Offering” and will be sold pursuant to an offering circular pursuant to Form 1-A (“Offering Circular”), as the case may be. These important documents are available on the applicable property page each Offering on the Landa Mobile App, or by requesting a copy by e-mailing firstname.lastname@example.org, or, in the case of the Offering Circular, publicly via the U.S. Securities & Exchange Commission EDGAR service, and should be read by all investors prior to acquiring any Shares.
The Company is structured as a Delaware series limited liability company that issues different Shares of a Series specific to a single property (the “Property”). Each Property represents the primary asset of its corresponding Series.
Each Series is a separate registered series of the Company for purposes of accounting for assets and liabilities. Holders of Shares of a Series will only have a right to receive distributions, if any, from that Series alone and not any other Series or the Company, as a whole.
The Company and each Series are managed by Landa Holdings, Inc. (the “Manager”) pursuant to a management agreement and an operating agreement for the Company and such Series. You may obtain copies of these agreements on the applicable property page each Offering on the Landa Mobile App, or by requesting a copy by e-mailing email@example.com.
Each Offering entitles a person to acquire Shares in a Series of the Company and not in (i) the Company, (ii) any other Series other than the Shares that are being offered pursuant to the applicable Offering, (iii) the Manager, or (iv) the Landa Mobile App.
Each Offering is being conducted under Tier II of Regulation A of the Securities Act of 1933, as amended, pursuant to an Offering Circular, exclusively through a registered broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) Investors must rely on its own examination of the Company, the Series, the Shares and the Property and the terms of any Offering, including the risks and merits involved, before making any investment.
From time to time the Company will conduct “testing the waters” campaigns to gauge market demand from potential investors for an Offering under Tier II of Regulation A of the Securities Act. No money or other consideration will be solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the Offering Circular by the SEC and approval of any other required government or regulatory agency.
An indication of interest made by a prospective investor is non-binding and involves no obligation or commitment of any kind. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Circular that has been qualified by the SEC, which we urge prospective investors to read carefully. A copy of the most recent version of the Offering Circular may be obtained by contacting the Company at emailing firstname.lastname@example.org or via the Landa Mobile App in the applicable property page for each Offering.
No Offering is being made in any jurisdiction where such an offer or solicitation is not lawful or is prohibited or where the broker-dealer, through whom each Offering is being conducted, is not registered. Each Offering of the membership Interests is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws. The Company is not required to file periodic reports (such as reports on Forms 10-K and 10-Q) with the SEC, so there is little publicly available information about its business, assets, liabilities, results of operations and other information that would typically be available regarding publicly traded securities. The Company is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the membership Interests do not have the benefit of the protections of the Investment Company Act. Furthermore, the Manager is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and the members of the Company will not have the benefit of the protections of the Investment Advisers Act.
Neither the sec nor any other government agency or regulatory authority has passed upon the merits of or give its approval to any shares offered or the terms of an offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. The shares are offered pursuant to an exemption from registration with the sec; however, the sec has not made an independent determination that the securities offered are exempt from registration.
There is no trading market for the Shares at this time and there can be no assurance that such a market will develop in the foreseeable future. The Shares may not be resold or otherwise disposed of by an investor unless there are available exemptions from registration under federal and applicable state securities laws (and other requirements are met, which may include an opinion of counsel), or such transfer is made in compliance with the registration requirements of such laws. Accordingly, investors must bear the risk of loss for an indefinite period of time.
An investment in the Shares may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the Shares. See “Risk Factors” included in the Offering Circular.
No prospective investor will be accepted as a subscriber who does not make the representations set forth in the applicable offering documents with respect to each Offering, including subscription agreement, including, when applicable, the representation that any amount invested by such prospective investor does not exceed 10% of such investor’s net worth or annual income. Investors also will be required to represent that they are familiar with and understand the terms of each relevant Offering, among other things. Investors may also be required to provide additional information to verify their identity or investor status. The Shares will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).
An investment in any of the Offerings is only open to U.S. residents. The Materials are directed solely to persons located within the United States. If the recipient of the Materials lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of membership Interests, including obtaining required governmental or other consents or observing any other required legal or other formalities.
An investment in a Series and the Shares involves a high degree of risk. You should carefully consider the risk factors set forth in the Offering Circular, together with the other information contained in the offering materials for each Offering (including, but not limited to, the management agreement, operating agreement and property page for each Series), before purchasing Shares through the Landa Mobile App.
Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, including the future performance of each of the Series, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider the risks described in the “Risk Factors” the applicable Offering Circular before you make an investment decision with respect to the Shares, along with the following factors that could cause actual results to vary from our forward-looking statements. We urge you to review the applicable Offering Circular for additional information.
Prospective investors are not to construe the contents of the Materials as legal, business or tax advice. Each prospective investor should consult its own advisors as to legal, business, tax and related matters concerning the subject matter of the Materials and any applicable Offering
Landa App, LLC (the "Company") intends to conduct a securities offering by each series registered under the Company pursuant to Regulation A under the Securities Act of 1933. The Company is now "testing the waters"; to gauge market demand and it is under no obligation to make an offering under Regulation A.
No money or other consideration is being solicited in connection with the information that is now being provided, and if money is sent in response, it will not be accepted. No offer to buy our securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A has been filed with and qualified by the Securities and Exchange Commission, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the Form 1-A qualification date. Any indication of interest you may provide involves no obligation or commitment of any kind.
You may obtain a copy of the offering circular that is part of our offering statement.
For additional legal information please click here.
All Rights Reserved © Landa Holdings, IncLanda Holdings, Inc. ("Landa Holdings") operates the www.landa.app website (the "Site") and the Landa mobile application (the "App")(collectively, the “Platform”). Landa Holdings manages Landa App LLC, Landa App 2 LLC and Landa App 3 LLC (“Landa Issuers”), and raises funds and facilitates the issuance of shares for the Landa Issuers entities through the Platform pursuant to Regulation A under the Securities Act of 1933 (“Regulation A”).
Neither Landa Holdings nor any of its affiliates are a registered broker-dealer or investment advisor. All securities-related activity for the Landa Entities is conducted through Dalmore Group LLC (“Dalmore”), a registered broker-dealer and member of FINRA/SIPC,You can review the brokercheck for Dalmore. Banking services are provided by Evolve Bank & Trust, Member FDIC. By opening a custody account on the Platform, you agree to Evolve Bank & Trust’s Custodial Agreement.
Further, Landa Management LLC, a wholly-owned subsidiary of Landa Holdings, manages Landa Financing LLC (“Landa Financing”), and raises funds and facilitates the issuance of shares for Landa Financing through the Platform pursuant to Regulation A. All securities-related activity for Landa Financing is conducted through Rialto Markets LLC (“Rialto”), a registered broker-dealer and member of FINRA/SIPC (for more information on Rialto, review Rialto’s href="https://brokercheck.finra.org/firm/summary/283477"> brokercheck.
You should speak with your financial advisor, accountant, and/or attorney when evaluating any offering of securities. Neither Landa Holdings, Landa App, nor Dalmore makes any recommendations or provides advice about investments, and no communication, through this website or in any other medium, should be construed as a recommendation for any security offered on or off this investment platform. Nothing in this material should be construed as investment or tax advice, or a solicitation or offer, or a recommendation to buy or sell any securities. The Site and/or the App may make forward-looking statements. You should not rely on these statements but should carefully evaluate the offering materials in assessing any investment opportunity, including the complete set of risk factors that are provided as part of the offering circular for your consideration. We urge you to review the applicable offering circular, available here.
All securities offered by the Landa Entities and Landa Financing are deemed “Shares”. Investing in Shares involves risks, and there is always the potential of losing money when you invest in Shares. Past performance is no guarantee of future results. Investments in Shares are speculative and involve substantial risks to consider before investing, outlined in the respective offering materials and including, but not limited to, illiquidity, lack of diversification, and complete loss of capital. An investment in Shares constitutes only an investment in a particular offering and not in Landa Holdings, Landa App, or any of the underlying asset(s). Investors should carefully review the risks located in the respective offering materials for a more comprehensive discussion of risks.
All Shares will be issued in electronic form only and will not be listed or quoted on any securities exchange. After a Series’ offering has concluded, we expect that the Public Private Execution Network Alternative Trading System, or PPEX ATS (the “Secondary Trading Platform”), which is registered with the SEC and operated by North Capital Private Securities Corporation (“North Capital”), will be the only venue available for the resale of Shares. Resales of Shares will be conducted by Dalmore, as a broker-dealer member of the Secondary Trading Platform; provided, however, any such resale of Shares will be subject to federal and state securities laws and the restrictions in the Series’ Operating Agreement, and there can be no assurance that an active market for any Shares will develop on the Secondary Trading Platform, that the Secondary Trading Platform will be available to allow resales of Shares to residents of all states, or that the Secondary Trading Platform will be available at all. For these reasons, investors must be prepared to hold their Shares indefinitely.
Landa Holdings maintains this website for informational purposes only. All offerings of Series’ Shares (and information about each Series and its underlying property) are conducted exclusively on the Landa Mobile App.