Landa App 3 LLC, a Delaware series limited liability company (the “Company,” “us,” “we,” or “our”) is offering a maximum of 100,000 membership interests (each a “Share” and collectively, the “Shares”) in each of the series of the Company (each a “Series,” and collectively, the “Series”), at the respective purchase prices set forth in the table below.

The Company has formed and will continue to form Series from time to time, each for the purpose of offering a unique investment opportunity for eligible investors to benefit from the performance of curated and fully managed rental real estate properties. Each Series will hold a multifamily rental property as its primary asset (each a “Property,” and collectively, the “Properties”), as specified in the table below for such Series.

We are offering each Series at the price per Share at the respective purchase prices set forth in the table below (the offerings of Shares of each Series each individually referred to herein as an “Offering”). The purchase of Shares in a Series is an investment only in that specific Series and not an investment in any other Series or the Company.

No Series will offer or sell Shares until the offering statement of which this Offering Circular forms a part has been qualified by the Securities and Exchange Commission (“SEC”).

We expect to offer Shares in each respective Series until the earliest of (i) the date we raise the “Maximum Offering Amount” listed on the table below for such Series (herein referred to as the “Maximum Offering Amount” of each Series), (ii) the second anniversary of the first qualification date of the offering statement of which this Offering Circular forms a part pursuant to which Shares of such Series were able to be offered, and (iii) a date determined by the Manager (as defined below), in its sole discretion, based on a number of factors, including the level of current or anticipated interest in a Series.

All Shares will be offered and sold initially through the Landa mobile application which is available on iOS and Android devices (the “Landa Mobile App”) and the Landa website (www.landa.app) (collectively, the “Landa Platform”). The Offerings are being conducted on a “best efforts,” no offering minimum basis pursuant to Regulation A (“Regulation A”) of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”), for Tier 2 offerings. The Offerings are being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of the Offerings. Each Offering will commence within two (2) calendar days after the first qualification date of the offering statement of which this Offering Circular forms a part and, unless earlier terminated by the Manager, each Series will offer Shares until no later than the second anniversary of such qualification date.

We expect that there will be multiple closings for each Offering at which time Shares will be sold and the subscription price will be transferred to the operating account of the Series (each, a “Closing”). We expect that each Closing will occur promptly following the acceptance of a subscription. A subscription will be accepted or rejected in whole or in part in the Manager’s sole discretion within ten (10) business days following receipt of the Subscription Agreement (as defined below). The Manager will accept subscriptions on a first-come, first-served basis subject to the right to reject or reduce subscriptions.

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”), will be the only venue available for the resale of such Series’ Shares. The Secondary Trading Platform will be accessible exclusively through the Landa Platform and may not be accessed through any other website, mobile application or platform. The Secondary Trading Platform is registered with the SEC and operated by North Capital Private Securities Corporation (“North Capital”), and resales through the Secondary Trading Platform will be made through the Broker Dealer, as a broker dealer member of the Secondary Trading Platform. Any such resale of a Series’ Shares will be subject to federal and state securities laws and the restrictions in the Master Agreement (as defined below) and the Series Designation (as defined in the Master Agreement), as applicable. 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. In addition, only prospective investors that have been approved by the Broker Dealer and successfully onboarded onto the Landa Platform may engage in secondary transactions on the Landa Platform or access any trading information with respect to secondary trading of the Shares. For these reasons, investors must be prepared to hold their Shares indefinitely. See “Plan of Distribution - Transferability of the Shares.”

Each Share will entitle each holder to the opportunity to receive monthly distributions of a portion of the net rental income of a given Series, which we also refer to as “dividends” in this Offering Circular, in the applicable Series Materials, and Property Page (each as defined below). The total distribution amount by a Series will be calculated by the Manager, acting in its sole discretion, and will be based on a number of factors, including, but not limited to, the total number of Shares sold, the Monthly Management Fee, expenses (including any unanticipated capital expenditures), taxes, amounts allocated to Reserves (as defined below), economic conditions, debt service requirements, actual and accrued cash flows of the applicable Series, and other factors that could differ materially from our current expectations. The total distribution amount, if any, will be allocated to each holder of Shares of the applicable Series on a pro-rata basis based on the number of outstanding Shares of that Series held. We cannot assure you that a Series will have enough net rental income in a given month to make any monthly cash distributions per Share. For any holder that acquires Shares on the Secondary Trading Platform, the initial distribution paid to such holder, if any, may be made on a pro-rated basis, based on the number of days that such holder held the Shares. In addition, liquidating distributions may be made upon the sale of a Series’ Property.

Holders of Shares in a Series will have no rights to direct or vote on any matter concerning such Series or direct the Manager on the management of its affairs, including whether or not a Series should liquidate its underlying Property or dissolve. In addition, holders will have no claim or recourse to any of the Properties and will have no rights to share in the success of any other Series or the other Series’ Properties, as fully described in the Limited Liability Company Operating Agreement of Landa App 3 LLC (the “Master Agreement”). See “Description of Shares” for more information.

Each Series will be treated as a separate entity for U.S. federal income tax purposes. In addition, we intend that each Series will elect to be treated as a corporation for U.S. federal income tax purposes. Since each Series is separately protected under Section 18-215 of the Delaware Limited Liability Company Act (the “LLC Act”), the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under the LLC Act. Each Series will be governed according to the terms of the Master Agreement and the Series Designation for such Series. Each Series’ Offering will be independent of, and not contingent upon, the other Series’ Offerings. You may choose to participate in one or more Series’ Offerings.

Landa Holdings, Inc. will serve as manager for the Company and each Series (along with its affiliates, the “Manager” or “Landa Holdings”). The Manager is not a registered broker-dealer, an investment adviser, crowdfunding platform or other securities intermediary.

Investing in the Shares involves a high degree of risk. See “Risk Factors” beginning on page 16 for a discussion of certain risks that you should consider in connection with an investment in the Shares.

THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES 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.

Generally, no sale may be made to you in the Offerings if the aggregate purchase price you pay is more than ten percent (10%) of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

We are incorporating by reference into the Offering Circular the following information to the extent not otherwise modified or replaced by a subsequent filing:

You may also request a copy of these filings at no cost, by visiting the Company’s website at www.landa.app/legal, or by writing, emailing, or telephoning the Company at:

The information contained in this Offering Circular includes some statements that are not historical and that are considered “forward-looking statements.” 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” section of this 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:

Please carefully read the information in this Offering Circular and any accompanying offering circular supplements, which we refer to collectively herein as the “Offering Circular.” You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with different information. This Offering Circular may only be used in any jurisdictions where it is not unlawful to offer and sell these securities. You should not assume that the information contained in this Offering Circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

This Offering Circular is part of an offering statement that we filed with the SEC, using a continuous offering process pursuant to Rule 251(d)(3) of Regulation A. Periodically, as we make material acquisitions or have other material developments, we will provide an offering circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any offering circular supplement, together with additional information contained in our annual reports, semi-annual and other reports and information statements that we will file periodically with the SEC.

In addition, you should read the Master Agreement and the Series Designation for such Series, the applicable management agreement between any such Series and the Manager (each, a “Management Agreement”), the form of which is an exhibit to the Offering Statement of which this Offering Circular is a part, the form of subscription agreement to be executed by each investor in connection with each Offering (“Subscription Agreement”), the form of which is an exhibit to the Offering Statement of which this Offering Circular is a part, and the information concerning the particular Property held by any such Series set forth in the “Description of the Properties” and “Use of Proceeds” sections herein, including, but not limited to, the Acquisition Fee, the Monthly Management Fee, and, if applicable, the Broker Fee (each as defined below), which information will also be available on the Landa Platform (for each Property, information can be found on the Property’s “Property Page”), and any related offering and/or series materials on the Landa Platform and approved by us prior to making an investment decision (collectively, the “Series Materials”).

The offering statement and all supplements and reports that we have filed or will file in the future can be obtained from the SEC’s website, www.sec.gov or at Landa Holding’s website at www.Landa.app. The contents of the Landa Platform (other than the Series Materials) are not incorporated by reference in or otherwise a part of this Offering Circular.

The Manager will be permitted to make determinations as to whether potential purchasers of Shares in the Offerings are “qualified purchasers” (as defined below) in reliance on the information and representations provided by the potential purchasers regarding the potential purchasers’ financial situation. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THESE OFFERINGS UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERINGS, INCLUDING THE MERITS AND RISKS INVOLVED.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFERS MADE BY THIS OFFERING CIRCULAR, NOR HAS ANY PERSON BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR ANY PERSON TO WHO IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE HEREOF.

THIS OFFERING CIRCULAR MAY NOT BE REPRODUCED IN WHOLE OR IN PART. THE USE OF THIS OFFERING CIRCULAR FOR ANY PURPOSE OTHER THAN AN INVESTMENT IN SECURITIES DESCRIBED HEREIN IS NOT AUTHORIZED AND IS PROHIBITED.

THE PURCHASE PRICES OF THE SECURITIES TO WHICH THIS OFFERING CIRCULAR RELATES HAVE BEEN DETERMINED BY THE ISSUER AND DO NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF ANY SERIES OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SERIES AND THE TERMS OF THE OFFERINGS, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The Shares are being offered and sold only to “qualified purchasers” (as defined in Regulation A). As Tier 2 offerings pursuant to Regulation A, the Offerings will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that the securities offered hereby are offered and sold only to “qualified purchasers” or at a time when the securities are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D of the Securities Act (“Regulation D”) and (ii) all other investors so long as their investment in the securities does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of their annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, the Manager reserves the right to reject any investor’s subscription in whole or in part for any reason, including if it determines in its sole and absolute discretion such investor is not a “qualified purchaser” for purposes of Regulation A.

To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who:

The list above is non-exhaustive; prospective investors should review Rule 501 of Regulation D for more details on whether they are an “accredited investor.” If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details in this regard.

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated, excluding the value of an investor’s primary residence (including furnishings) and automobiles.

This Offering Circular includes market and other industry data and estimates that are based on the Manager’s knowledge and experience in the markets in which we operate. The sources of such data generally state that the information they provide has been obtained from sources they believe to be reliable, but we have not investigated or verified the accuracy and completeness of such information. Our own estimates are based on information obtained from our and our affiliates’ experience in the markets in which we operate and from other contacts in these markets. We are responsible for all of the disclosure in this Offering Circular, and we believe our estimates to be accurate as of the date of this Offering Circular or such other date stated in this Offering Circular. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for the estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that market and other industry data included in this Offering Circular, and estimates and beliefs based on that data, may not be reliable.

The table below (the “Master Series Table”) shows key information related to each Series and its underlying Property. This information will be referenced in the following sections when referring to the Master Series Table. In addition, please see the sections entitled “Description of the Properties” and “Use of Proceeds” included herein for more information regarding each of the Series and its underlying Property.

The Company is offering 100,000 Shares in each of the Series of the Company, for an aggregate total of 600,000 Shares, for an aggregate amount equal to $10,897,021.

As of the date of this Offering Circular, all of the Series designated as “New” in the column “Offering Status” have not yet launched their respective Offerings.

The following questions and answers about the Offerings highlight material information regarding us, the Series and the Offerings that is not otherwise addressed in the “Offering Summary” section of this Offering Circular. You should read this entire Offering Circular, including the section entitled “Risk Factors,” before deciding to purchase any Shares.

A: Landa App 3 LLC was organized in September 2021 as a Delaware series limited liability company to offer a unique investment opportunity for eligible investors to benefit from the performance of curated and fully managed multifamily rental properties, each of which will be owned by a separate Series of the Company. The Company may continue to form separate Series from time to time.

The Company is managed by Landa Holdings pursuant to the Master Agreement and the Series Designation for such Series. The Company has no employees and will hold no assets other than through its Series.

A: Each Series is a separate protected 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.

We expect that each Series will engage the Manager as its manager pursuant to a Management Agreement and the Master Agreement, and that such Series will hold a single Property as its primary asset.

The holders of the Shares will have the rights and be subject to the obligations described in the Master Agreement and the Series Designation for such Series. See the section titled “Description of Shares—Master Agreement; Series Designation” below. Holders of Shares of a Series will have no rights to direct or vote on any matter concerning such Series or direct the Manager on the management of its affairs, including whether or not a Series should sell its Property or dissolve.

A: We are offering and selling a maximum of 100,000 membership interests (“Shares”) of each of the Series of the Company, at the respective purchase prices set forth in the table on the cover page of this Offering Circular.

Each Series will use substantially all of the net proceeds from its Offering to pay down any affiliate indebtedness, including the Acquisition Notes (as defined below).

Each Series’ Offering will be independent of, and not contingent upon, the other Series’ Offerings. An investor will have no claim or recourse to the underlying Property of any Series, including the Series for which it holds Shares, and will have no rights to share in the success of any other Series. You may choose to participate in the Offerings of one or more Series.

A: The Manager has set the prices per Share, specific to each Series, which are disclosed in the table on the cover page of this Offering Circular. See “Determination of Purchase Price” for additional information.

A: We are offering the Shares of each Series through the Landa Platform on a “best efforts,” no offering-minimum basis to the public at the purchase prices listed on the cover page of this Offering Circular. Since Shares are offered to the public on a “best efforts” basis, we are only required to use our best efforts to sell the Shares of each Series. Neither the Manager nor any other party has a firm commitment or obligation to purchase any of the Shares. There is no minimum number of Shares that need to be sold in each Offering before a Closing may occur.

The Offerings will be conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of the Offerings.

The Offering for each Series will be independent of, and not contingent upon, the other Series’ Offerings. By purchasing the Shares of a Series, investors will be acquiring equity interests in the Series only and not the underlying Property, and, accordingly, investors will have no recourse to the underlying Property of the Series or any other Series. In addition, investors will have no rights to share in the success of any other Series or other Series’ Properties. An investor may choose to participate in the Offerings for one or more of the Series.

Further, the acceptance of subscriptions, whether via the Landa Platform or otherwise, may be briefly paused at times to allow us to effectively and accurately process and settle subscriptions that have been received.

The Company is not offering and does not anticipate selling Shares in any state where the Broker Dealer is not registered as a broker-dealer.

Q: What happens to my money after I add it to my Landa Platform Account (“Landa Account”)?

A: All funds deposited into your Landa Account will be placed into a non-interest-bearing custody account maintained by Synapse Financial Technologies, Inc. (the “Custodian”). All bank services provided by the Custodian will be provided directly by Evolve Bank & Trust, Member FDIC. Your Landa Account can be accessed through the Landa Platform. The funds in your Landa Account will not be commingled with the operating account of the applicable Series, until, if and when there is a Closing for the Offering of that specific Series with respect to the Shares that you have subscribed to, which will occur promptly following acceptance of any subscription. A subscription will be accepted or rejected in whole or in part in the Manager’s sole discretion within 10 business days following receipt of the subscription agreement. The Manager will accept subscriptions on a first-come, first-served basis subject to the right to reject or reduce subscriptions. In addition, the Manager may limit the amount of Series’ Shares that an individual investor may subscribe for.

If your subscription is rejected in whole or in part, you may withdraw the subscription funds related to the rejected portion of your subscription from your Landa Account promptly after notification of such rejection.

The Manager will be responsible for paying any fees paid to the Custodian. See “Plan of Distribution” for additional information.

A: You may purchase Shares if you are a “qualified purchaser,” as defined in Regulation A. “Qualified purchasers” include:

A: You may subscribe to purchase the Shares of one or more Series in the Offerings by creating a new account, or logging into your existing account, on the Landa Platform. You will need to review the Series Materials, execute a Subscription Agreement, and pay for the Shares that you intend to purchase at the time you subscribe via the Landa Platform.

Once you subscribe to Shares of a given Series in the Landa Platform, the Broker Dealer will promptly review your information and subscription materials to confirm if you are eligible to invest in the applicable Offering. Once confirmed and within ten (10) business days of receipt of your subscription, the Manager, acting in its sole discretion, will either accept or reject your subscription (in whole or in part) and a Closing will occur with respect to those Shares accepted, if any.

When a Closing occurs, funds will be transferred by the Custodian from your Landa Account to the Series’ operating account and you will receive your Shares purchased. For more information, see “Plan of Distribution — How to Subscribe for Shares.”

The Manager reserves the right to reject any investor’s subscription in whole or in part for any reason, including if the Manager determines in its sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A. Please refer to the section above entitled “State Law Exemption and Purchase Restrictions” for more information.

Please see “Plan of Distribution— How to Subscribe for Shares” for additional information.

A: The Landa Platform consists of a mobile application (available for download on both iOS and Android mobile devices) and Landa Holdings’ website (www.landa.app), and may be accessed for acquiring Shares in one or more Series. The Landa Platform gives investors the ability to:

The Landa Platform is the intellectual property of Landa Holdings and neither the Company nor any Series has any ownership rights in the Landa Platform. Landa Holdings has granted a license to each Series in order to, among other things, use the Landa Platform for the Offerings, pursuant to a license agreement (the “Landa App License Agreement”). Any fees associated with the Series’ use of the Landa Platform will be included as part of the Monthly Management Fee.

A: Yes. You must initially purchase at least one (1) Share in a Series in order to participate in its Offering. There is no minimum investment requirement on additional purchases after you have purchased the minimum amount, however, the Manager may revise the minimum purchase requirements in the future or, in certain instances, elect to waive any minimum purchase requirement.

A: Each Series will use substantially all of the net proceeds from its Offering to pay down all or a portion of the affiliate indebtedness used to purchase the Property for such Series, including affiliate indebtedness with respect to Acquisition Fees, Property Diligence Expenses, Reserves and any applicable costs and fees to repair, improve or renovate a Property and/or an apartment unit included in a Property (“Improvement Costs”). Any repairs, improvements and/or renovations to a Property and/or an apartment unit included in a Property are referred to herein as “Improvements”. In connection with the acquisition of its Property, each Series issued an Acquisition Note. See “—Will the Company use financing?” and the sections entitled “Use of Proceeds” and “Description of the Properties.”

A: We expect that each Series Offering will remain open for investors until the earliest of (i) the date we raise the Maximum Offering Amount, (ii) the second anniversary of the first qualification date of the offering statement of which this Offering Circular forms a part pursuant to which Shares of such Series were able to be offered, and (iii) a date determined by the Manager, in its sole discretion, based on a number of factors, including the level of current or anticipated interest in a Series.

A: The Manager has allocated the Properties among the Series as specified in the table on the cover page of this Offering Circular.

A: We intend for title to each Property to be held by its respective Series; provided, however, that, the Company may hold title to a Property for the benefit of the applicable Series pursuant to the terms of the Master Agreement. The Master Series Table indicates for each Property whether title is currently held by the applicable Series or the Company, or any of its subsidiaries or affiliates.

A: We expect each Series to hold its Property indefinitely, provided, however, the Manager may, acting in its sole discretion, sell or otherwise dispose of a Property pursuant to the terms of the Master Agreement. If a Property is sold or otherwise disposed of, a Series will liquidate in accordance with the terms of the Master Agreement.

Q: Where can I find general information and any updates about a Series or a Series’ Property?

A: This Offering Circular will contain information with respect to each Series, including the Acquisition Fee, Monthly Management Fee and information about the underlying Property, including, but not limited to, lease terms, rental information, information about the city in which the Property is located and general information about the Property. Such information is available in the “Description of the Properties” section in this Offering Circular. This information may also be accessed on the applicable Property Page in the Landa Platform. In addition, on the Series’ Property Page in the Landa Platform, investors will be able to access executed copies of the Series Materials for the applicable Series and view the amount of funds currently held in the dedicated custody account of a Series.

All material information that investors would need to make an investment decision with respect to the Shares will be provided in this Offering Circular or attached as an exhibit to the offering statement of which this Offering Circular forms a part.

We will also supplement this Offering Circular to reflect any material updates that may occur with respect to the Series for which we are offering Shares and their Properties. Investors may also refer to our current, semi-annual, and annual reports on Forms 1-U, 1-SA and 1-K, respectively, as well as the applicable Property Page in the Landa Platform, for updates regarding the Series and their Properties.

Q: How will I know whether there is an unexpected material event with a Property, any apartment unit included in a Property, and/or a Series prior to my investing in a Series?

A: Investors should be aware that unexpected material events, such as a vacancy, eviction, significant repair, destruction, or other significant event may occur at any time involving a Property, any apartment units included in a Property, and/or a Series. In the event that an unexpected material event occurs at a Property, we will disclose such event in a supplement to this Offering Circular, in an Offering Circular supplement filed post-qualification under Rule 253(g)(2) of Regulation A, or in a current report on Form 1-U, as applicable, to inform investors of such event and any other material information. This information will also be available on the Landa Platform.

See “Risk Factors — Each Series will depend on its Property’s tenants for its revenue, and lease defaults, terminations, or other events preventing collection of rents could reduce its net income and limit its ability to make distributions to investors.”

Q: What competitive advantages do you achieve through your relationship with the Manager?

A: The Manager will make use of its personnel and resources, including its proprietary technology, and select Properties to be acquired, evaluate returns, analyze property prices and manage each Series’ day-to-day operations, including the leasing of vacant apartment units to tenants and collection of rent. We will also use the Manager’s personnel and resources to identify and acquire new Properties for future Offerings by newly formed Series. We will use the Manager’s corporate and operating platforms, as well as cash reserves, to realize economies of scale and other benefits.

In addition, the Manager has provided financing to each of the Series through the Acquisition Note and may provide additional financing in the future. For more information, please see “Description of the Properties — Loans.”

Q: How is the liquidity of an investment in the Shares different from investing in shares of a listed or quoted company?

A: A fundamental difference between the Shares and shares in a company listed or quoted on a national securities exchange, such as Nasdaq, the New York Stock Exchange, or the Pink Sheets, is the daily liquidity of the shares of a listed or quoted company. While there is an established marketplace for the trading of shares of a company that is listed or quoted on a national securities exchange, you will not be able to resell your Shares except through the Secondary Trading Platform, to the extent an active market on the Secondary Trading Platform is established and maintained.

See “—Will I be able to resell my Shares after I acquire them?” below for additional information.

For investors with a short-term investment horizon, a company that is listed or quoted on a national securities exchange may provide a more suitable alternative to investing in the Shares.

Additionally, companies that are listed or quoted on a national securities exchange are subject to more demanding public disclosure and corporate governance requirements than we will be subject to.

A: The Shares will be issued in electronic form only and will not be listed or quoted on any securities exchange. You will not be able to resell your Shares, except through the Secondary Trading Platform.

After a Series’ Offering has concluded, we expect that the Secondary Trading Platform will be the only venue available for the resale of such Series’ Shares. The Secondary Trading Platform is registered with the SEC and operated by North Capital and resales through the Secondary Trading Platform will be made available through the Broker Dealer, as a broker dealer member of the Secondary Trading Platform. Any such resale of a Series’ Shares will be subject to federal and state securities laws and the restrictions in the Master Agreement and the Series Designation for such Series. 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. In addition, only prospective investors that have been approved by the Broker Dealer and successfully onboarded onto the Landa Platform may engage in secondary transactions or access any trading information with respect to secondary trading of the Shares on the Landa Platform. For these reasons, investors must be prepared to hold their Shares indefinitely.

Q: Will I be charged any fees in connection with any trades on the Secondary Trading Platform?

A: Both the buyer and seller of Shares over the Secondary Trading Platform will each pay trading fees to the Broker Dealer, currently equal to 2% of the transfer price of the Shares and paid by each of the buyer and seller for reach trade (the “Trading Fees”). The Manager reserves the right to waive or cover Trading Fees in its sole discretion.

A: The Manager will pay all costs incurred in connection with each Series’ organization, including, the Series’ registration fee and franchise tax in the states where our Properties are located. In addition, the Manager will pay all costs incurred in connection with each Offering.

Q: What fees and expenses will each Series pay to the Manager or any of its affiliates?

A: In connection with the expected acquisition of its Property from Landa Properties, each Series issued an Acquisition Note to the Manager, which included payment to the Manager of an acquisition fee ranging from five percent (5%) to ten percent (10%) of the purchase cost of the Property (“Acquisition Fee”). For more information, please see “— Will the Company use financing?”

The Acquisition Fee for each Series was calculated by the Manager, acting in its sole discretion, based on several factors, including the purchase cost of the Property, as well as sourcing and due diligence costs incurred in connection with the acquisition of the Property. The Manager will pay the Broker Fee to the Broker Dealer, and no Series will be responsible for the Broker Fee. Information about the Acquisition Fee for each Series can be found in the sections of this Offering Circular entitled “Use of Proceeds” and “Description of the Properties” and on the Property Page for the applicable Series on the Landa Platform.

Each Series also pays or expects to pay the Manager a monthly management fee pursuant to the Management Agreement (the “Monthly Management Fee”). We expect that the Monthly Management Fee will range from five percent (5%) to ten percent (10%) of the gross monthly rent amount collected by a Series (the “Gross Monthly Rent”), as set forth in the applicable Series Materials. The Monthly Management Fee will be calculated by the Manager acting in its sole discretion, based on factors such as the cost of a Property, the amount of rental income generated by a Property, the general condition and size of a Property, and rental market in the area in which a Property is located. The Manager may adjust the Monthly Management Fee at its sole discretion, but at no time will the Monthly Management Fee exceed ten percent (10%) of Gross Monthly Rent. Information about the expected Monthly Management Fee for each Series can be found in the sections of this Offering Circular entitled “Use of Proceeds” and “Description of the Properties” and on the Property Page for the applicable Series on the Landa Platform once it commences its Offering.

Further, each Series will also reimburse the Manager for any out-of-pocket expenses to be applied for, among other things, special servicing of non-performing Properties, liquidation of Properties, and any other fees or expenses associated with the Series or the Property. Finally, each Series will reimburse the Manager for any out-of-pocket expenses paid to third parties in connection with providing fixture and capital repair services for its underlying Property. This does not include the Manager’s overhead and administrative costs, employee costs borne by the Manager, or utilities or technology costs. In the case that the Manager provides a loan to a Series (other than the Acquisition Note), the Series will be obligated to pay interest no greater than seven percent (7%) on that loan at a rate to be determined solely by the Manager. See section entitled “Description of Our Business – Our Manager – Manager Compensation” for a more detailed explanation of the fees and expenses payable to the Manager.

A: Any third-party mortgage and/or other debt instruments that a Series enters into may be secured by a security interest in the title of such Property and/or any other assets of the applicable Series. See “— Will the Company use financing?”

A: Yes. Initially, each Series issues a promissory note to the Manager to finance one hundred percent (100%) of the costs associated with the expected acquisition of its Property, including Acquisition Fees, Property Diligence Expenses, Reserves and any applicable Improvement Costs (each an “Acquisition Note” and collectively the “Acquisition Notes”).

Each Acquisition Note represents a related-party loan between each respective Series and the Manager. The Acquisition Notes bear an interest rate of up to four and half percent (4.5%) per annum; provided, however, that interest will not accrue on the Acquisition Notes issued by the Series, and no payment of amounts outstanding under such Acquisition Notes will be due, prior to the transfer to the applicable Series of title to its Property, and if such title transfer does not occur prior to the maturity of such Acquisition Note, such Acquisition Note will terminate with no obligation for the Series to make any payment thereunder.

In order to facilitate transfer of title from Landa Properties to each Series, the Company, on behalf of each Series, issued six (6) senior secured bridge notes to certain third party lenders in order to refinance prior debt that was attributable to each Property at the time title was transferred to each Series from Landa Properties (each a “Bridge Note”, and collectively, the “Bridge Notes”). The principal amounts and associated interest for each Bridge Note are not attributable to any individual Series. Rather, such amounts are attributable to the Company and will be paid for by the Manager; neither the Company nor any Series will be required to reimburse the Manager for interest payments or principal amounts on the Bridge Notes. The Bridge Notes are collateralized by the Property underlying the respective Series. The Bridge Notes were entered into pursuant to the terms of the Master Agreement.

Each Series (or the Company on behalf of each Series) may also seek to refinance or further refinance any outstanding indebtedness, including the Acquisition Note, and, if applicable, the Bridge Note, with an additional mortgage or other debt financing, including with either an affiliate or a third party. We expect that any third-party mortgage and/or other debt instruments that a Series, or the Company on behalf of a Series, enters into in connection with a refinancing of a Property will be secured by a security interest in the title of such Property and any other assets of the Series. In addition, any third-party lender may require the Company to hold title to a Property being secured by such mortgage and/or other debt instruments. Please see “We may incur mortgage indebtedness and other borrowings, including in states and with lenders that do not recognize the series limited liability company structure, which may increase risks to the Properties.” in our Risk Factors.

See the sections of this Offering Circular entitled “Description of the Properties,” “Use of Proceeds,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information.

A: We intend for each Series to make distributions to the holders of Shares monthly. If any Shares are held by a holder for only a portion of the applicable month, the holder may be entitled to a pro-rata portion of the monthly distribution, if any, based on the number of days during the month that the holder held the Shares.

Any distributions that a Series makes will be at the complete and absolute discretion of the Manager and will be based on a number of factors, including, but not limited to, the total number of Shares sold, the Monthly Management Fee, expenses (including any unanticipated capital expenditures), taxes, amounts allocated to Reserves, and actual and accrued cash flows of the applicable Series. For Properties that are not fully leased (i.e., that do not have 100% occupancy), a Series may not be able to make distributions or may have to reduce the amount available for distributions, until such Property is fully leased. Please see “Description of the Properties” section in this Offering Circular for more information.

We expect that distributions for each Series will be calculated on a pro-rata basis based on the total number of outstanding Shares of that Series on the day prior to the date that the distribution is declared. Accordingly, the number of Shares that have been sold in the applicable Offering at the time of any distribution may affect the per Share amount that will be paid in such distribution. For example, if there is $10,000 to distribute but only 50% of the Series Shares (i.e. 50,000 Shares) have been issued, each Share will be allocated $0.20 in distributions. However, if all the Shares have been issued (i.e. 100,000 Shares), each Share will be allocated $0.10 in distributions. The Manager has the right to amend each Series distribution policy at its sole discretion.

Since the Offerings are being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, any Closing for Shares you purchase may occur in the middle of a month, in which case you will be eligible to receive distributions, if any, beginning with the month in which you purchase your Shares calculated on a pro-rata basis, based on the number of days in the applicable month that you owned such Shares. For example, if you purchase the Shares in an Offering on the 15^th day of a month, and assuming such month has 30 days and that the distributions to be paid per Share for that month equal $0.50, you will receive an initial distribution of $0.25 per Share for that month (calculated based on the 15 days you held the Shares, or 50% of the total distribution on those Shares).

For any holder that acquires Shares on the Secondary Trading Platform, the initial distribution paid to such holder, if any, will be made on a pro-rata basis, based on the number of days in the applicable month that such Shares were held by such holder. For example, if a buyer and a seller transact in Shares on the Secondary Trading Platform on the 15^th day of a month, and assuming such month has 30 days and that the distributions to be paid per Share equal $0.50, the Series will pay to the seller a final distribution of $0.25 (calculated based on the 15 days the seller held the Shares, or 50% of the total distribution on those Shares), and will pay to the buyer the remaining $0.25 (calculated based on the remaining 15 days the buyer held the Shares, or 50% of the total distribution on those Shares).

We can provide no assurances that future cash flow will support payment of distributions or that we can maintain distributions at any particular level or at all.

A: Distributions will be paid from the excess net operating income of a given Series, after necessary fees, debt service obligations, expenses and taxes are paid, and an allocation to Reserves is completed. We can provide no assurances that future cash flows will support payment of distributions or that we can maintain distributions at any particular level or at all. For Properties that are not fully leased, a Series may not be able to make distributions or may have to reduce the amount of distributions it can make, until such Series enters into a lease agreement. In addition, liquidating distributions may be made upon the sale of a Series’ Property in accordance with the terms of the Master Agreement. See “Description of Shares – Distributions” for a more detailed explanation of the flow of funds.

A: For U.S. federal income tax purposes, distributions made with respect to Shares of a Series will be treated as “dividends” to the extent of the current and accumulated earnings and profits of the Series. Any distributions in excess of earnings and profits will be treated first as a return of the holder’s adjusted tax basis in the Shares and thereafter as gain on a sale of the Shares. Dividends are ordinary income, but dividends received by non-corporate holders may qualify for a reduced rate of federal income tax as “qualified dividend income” if certain holding period requirements are satisfied. Distributions treated as gain will be capital gains if the Shares are held as a capital asset. For more information, please review the section of this Offering Circular entitled “U.S. Federal Income Tax Considerations.”

A: Yes. You may reinvest distributions you receive into Offerings of Shares by other Series or any Series in which you previously invested, provided that such Offerings remain open and you continue to be a “qualified purchaser,” as defined by Regulation A at the time of such purchase.

A: Yes, investing in the Shares involves a high degree of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objectives, and therefore, you should purchase Shares only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 16 for a discussion of certain risks that you should consider in connection with an investment in the Shares.

Q: May I make an investment through my IRA or other tax-deferred retirement account?

A: We will provide you with periodic updates on the performance of your investment in a Series and its related Property, including:

We will provide this information to you by filing such information on the SEC’s website at www.sec.gov.

A: Your IRS Form, including Forms 1099-DIV and 1099-B tax information, if required, will be provided by January 31 of the year following each taxable year.

A: If you have more questions about any Series or any Offering, or if you would like additional copies of the applicable Series Materials, you should contact us via email at hi@landa.app or by mail at:

OFFERING SUMMARY

This Offering Summary highlights material information regarding our business and the Offerings that is not otherwise addressed in the sections entitled “Questions and Answers About the Offerings” in this Offering Circular. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read this entire Offering Circular carefully, including the “Risk Factors” section, prior to making a decision to invest in the Shares.

Overview

Landa Holdings, Inc.

Landa Holdings was formed as a Delaware limited liability company on February 7, 2019 and was subsequently converted to a Delaware corporation under the name Landa Holdings, Inc. on September 12, 2019. Landa Holdings will serve as the Manager to the Company and each Series and will identify a multifamily rental property for each Series to acquire. Landa Holdings will also manage these Properties on behalf of the Series and will earn compensation for these services.

From time to time, Landa Holdings may organize limited liability companies or series limited liability companies, such as the Company, and will raise funds for these entities through the Landa Platform by relying on offerings exempt from registration requirements pursuant to Regulation A. Landa Holdings’ aim is to grow the number of users on the Landa Platform, and provide investors with steady, monthly cash flows generated by the rental of the underlying Properties.

The Landa Platform maintains an investment minimum of at least one (1) Share in a Series in order to participate in an Offering. Each Series will use substantially all of the net proceeds from its Offering to pay down affiliate indebtedness (primarily in the form of its Acquisition Note) used to purchase the Property for such Series, including to pay down Acquisition Fees, Property Diligence Expenses, Reserves and any applicable Improvement Costs.

The Manager serves as manager to our affiliate, Landa Properties and as manager to Landa App LLC and Landa App 2 LLC, each a Delaware series limited liability company formed for the purpose of offering an investment opportunity for eligible investors to benefit from the performance of curated and fully managed rental real estate properties. Each series of Landa App LLC and Landa App 2 LLC is similarly managed by the Manager. The Manager may also manage other affiliate companies in the future. For more information related to the risks associated with the Manager’s management of our affiliates who operate competing businesses, see “Risk Factors—Risk Related to the Company and the Manager–The Manager may have a conflict of interest as it manages multiple Series, the Company, and affiliate companies of ours that leases residential properties and has a financial interest in certain agreements of the Series, any of which could result in the Manager not acting in the best interest of a particular Series.”

Landa App 3 LLC

Landa App 3 LLC (the “Company”) was organized on September 28, 2021 as a Delaware series limited liability company. The Company previously formed Series, and may continue to form new series from time to time. Each Series will be treated as a corporation for U.S. federal income tax purposes.

See the Master Series Table and the section of this Offering Circular entitled “Description of the Properties” for a description of each Series and its underlying Property.

Property Acquisition Strategy

We intend to acquire multifamily rental properties on an opportunistic basis. We will focus on acquiring multifamily rental properties. Our target markets are neighborhoods surrounding metropolitan statistical areas of at least one million (1,000,000) residents, which we estimate having historical capitalization rates ranging from approximately five percent (5%) to ten percent (10%) for the Properties. In addition, we expect to target cities with growing populations or cities that show strong rental demand.

Property Acquisition Objectives

Our primary investment objective is to maximize net operating income so that stable cash flow is available to distribute to holders on a monthly basis. We expect each Series will hold its Property indefinitely, however, as each Property reaches what the Manager believes to be its optimum value, the Manager will consider disposing of such Property. In addition, there is no assurance that our acquisition objectives will be realized with respect to any given Series.

Market Opportunities

We believe that the near and intermediate-term market for acquisitions of cash flow generating multifamily rental properties is strong from a risk-return perspective. We favor a strategy weighted toward maximizing monthly investor distributions, targeting acquisitions with strong monthly cash flows and above average capitalization rates.

The Manager

Landa Holdings will manage day-to-day operations of the Company and each Series. The Manager is not a registered broker-dealer, an investment adviser, crowdfunding platform or other securities intermediary. A team of real estate professionals, acting through the Manager, will leverage their expertise and utilize the Manager’s proprietary technology to make all the decisions regarding the selection, negotiation, financing, management, and disposition of the Properties owned by each Series, subject to the limitations in the Master Agreement and the Series Designation for such Series. The Manager will also provide property management, marketing, investor relations and other administrative services on our behalf with the goal of maximizing the operating cash flow of each Series and the value of each Property. The Manager will be able to exercise significant control over our business, as well as the business of each Series. See “Description of Our Business – Our Manager” for additional information.

The Landa Platform

The Manager owns and operates the Landa Platform, an investment platform consisting of a mobile application (available for download on both iOS and Android mobile devices) as well as Landa Holdings’ website (www.landa.app). We intend to distribute the Shares in the Offerings and in our other future Series’ Offerings exclusively through the Landa Platform.

The Landa Platform is the intellectual property of Landa Holdings and neither the Company, nor any Series, have any ownership rights in the Landa Platform. Landa Holdings has granted a license to each Series in order to, among other things, use the Landa Platform for the Offerings, pursuant to the Landa Mobile App License Agreement, which is attached as an exhibit to the offering statement of which this Offering Circular forms a part. Any fees associated with the Series’ use of the Landa Platform will be included as part of the Monthly Management Fee.

Manager Compensation

The Manager will receive fees and expense reimbursements for services relating to the selection, acquisition, and management of the Properties. See “Description of Our Business – Our Manager – Manager Compensation” for a more detailed explanation of the fees and expenses payable to the Manager. The Manager will not receive any selling commissions or dealer manager fees in connection with the offer and sale of the Shares.

Corporate Information

Our office is located at 6 W. 18^th Street, 12^th Floor, New York, NY 10011, Attn: Landa Holdings, Inc. Our telephone number is (646) 905-0931. Information regarding our Company is also available on the Landa Platform, which is available for download in application stores on iOS and Android devices, and on Landa Holding’s website at www.landa.app.

THE OFFERING

Issuer		A limited purpose Delaware limited liability company that will form separate Series. Each Series will hold a multifamily rental property as its primary asset.

Securities Offered		We are offering up to a maximum of 100,000 Shares of each of the Series of the Company. By purchasing Shares of a Series, investors will be purchasing a membership interest in that specific Series. Each Series’ Offering will be independent of, and not contingent upon, the other Series’ Offerings. You may choose to participate in the Offerings of one or more Series.

Prices per Share		The respective purchase prices per Share of each Series of the Company are set forth in the table on the cover page of this Offering Circular and in the applicable Series Materials.

Minimum and Maximum Offering Amounts		The Offerings are being conducted on a “best efforts” basis and there is no minimum offering amount. The Maximum Offering Amounts are set forth in the table on the cover page of this Offering Circular. The Manager, acting in its sole discretion, may close a Series’ Offering prior to selling the Maximum Offering Amount.

Offering Periods; Closings		No Series will offer or sell Shares until the offering statement of which this Offering Circular forms a part has been qualified by the SEC. The Offerings are being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of Shares of a Series is continuous, active sales of Shares may happen sporadically over the term of the Offerings. Each Offering will commence within two (2) calendar days after the first qualification date of the offering statement of which this Offering Circular forms a part and, unless earlier terminated by the Manager, each Series will offer Shares until no later than the second anniversary of such qualification date. We expect that there will be multiple Closings for each Offering at which time Shares will be sold and the subscription price will be transferred to the operating account of the Series. Each Closing will occur promptly following the acceptance of a subscription. An Offering will remain open until the earliest to occur of (i) the date we raise the Maximum Offering Amount, (ii) the second anniversary of the first qualification date of the offering statement of which this Offering Circular forms a part pursuant to which Shares of such Series were able to be offered, and (iii) a date determined by the Manager, in its sole discretion, based on a number of factors, including the level of current or anticipated interest in a Series. Since the Offerings are being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, any Closing for Shares you purchase may occur in the middle of a month, in which case you will be eligible to receive distributions beginning with the month in which you purchase your Shares calculated on a pro-rata basis, based on the number of days in the applicable month that you owned such Shares. For example, if you purchase the Shares in an Offering on the 15^th day of a month, and assuming such month has 30 days and that the distributions to be paid per Share for that month equal $0.50, you will receive an initial distribution of $0.25 per Share for that month (calculated based on the 15 days you held the Shares, or 50% of the total distribution on those Shares).

Broker Dealer

We entered into a broker dealer agreement with Dalmore Group, LLC, as our broker dealer in connection with the Offerings (the “Broker Dealer”). The Broker Dealer is registered with the SEC and is registered in each state where the Offerings will be made and with such other regulators as may be required to execute the sale transactions and provide related services in connection with the Offerings. The Broker Dealer is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation.

The Manager will be responsible for paying the Broker Fee to the Broker Dealer.

Restrictions on Investment

Each investor must be a “qualified purchaser” as defined by Regulation A. See “Plan of Distribution” for additional information. The Manager may, in its sole discretion, decline to admit any prospective investor, or accept only a portion of such investor’s subscription, regardless of whether such person is a “qualified purchaser.” Furthermore, the Manager anticipates only accepting subscriptions from prospective investors located in states where the Broker Dealer is registered.

Custody Accounts		All funds deposited into your Landa Account will be placed into a non-interest-bearing custody account maintained by Synapse Financial Technologies, Inc. (the “Custodian”). See “Plan of Distribution – Landa Account” for additional information. All bank services provided by the Custodian will be provided directly by Evolve Bank & Trust, Member FDIC. Your Landa Account can be accessed through the Landa Platform. The funds in your Landa Account will not be commingled with the operating account of the applicable Series, until, if and when there is a Closing for the Offering of that specific Series with respect to the Shares that you have subscribed to, which will occur promptly following acceptance of any subscription. The Manager will be responsible for paying any fees paid to the Custodian. See “Plan of Distribution” for additional information.

Voting Rights		None. You will have no rights to vote on any matter concerning the Series or direct the Manager on the management of its affairs, including whether or not a Series should liquidate its Property or dissolve. The Manager will exercise all voting and management control over each Series.

Use of Proceeds		See the section of this Offering Circular entitled “Use of Proceeds” for a discussion of the use of proceeds from the Offerings.

Fees; Expenses		In connection with the expected acquisition of its Property from Landa Properties, each Series issued an Acquisition Note to the Manager, which included payment to the Manager of an Acquisition Fee ranging from five percent (5%) to ten percent (10%) of the purchase cost of the Property. The Acquisition Fee for each Series was calculated by the Manager acting in its sole discretion, based on several factors including the purchase price of the Property, as well as sourcing and due diligence costs incurred in connection with the expected acquisition, of the Property by such Series. Information about the Acquisition Fee for each Series can be found in the section of this Offering Circular entitled “Use of Proceeds” and on the Property Page for the applicable Series on the Landa Platform.

Each Series will also pay the Manager a Monthly Management Fee ranging from five percent (5%) to ten percent (10%) of the Gross Monthly Rent for each Property, as set forth in the applicable Series Materials. The Manager may adjust the Monthly Management Fee at its sole discretion, but at no time will the Monthly Management Fee exceed ten percent (10%) of Gross Monthly Rent. The Monthly Management Fee will be calculated by the Manager acting in its sole discretion, based on factors such as the purchase cost of a Property, the amount of rental income generated by a Property, the general condition of a Property, and rental market in the area in which a Property is located. Information about the Monthly Management Fee for each Series can be found in the section of this Offering Circular entitled “Description of the Properties,” as well as on the Property Page for the applicable Series on the Landa Platform once it commences its Offering.

Finally, each Series will reimburse the Manager for any out-of-pocket expenses paid to third parties in connection with providing fixture and capital repair services for its underlying Property. This does not include the Manager’s overhead, employee costs borne by the Manager, or utilities or technology costs. In the case that the Manager provides a loan to a Series, the Series will be obligated to pay interest no greater than seven percent (7%) on that loan at a rate to be determined solely by the Manager. Any excess funds held by a Series will be placed in its Reserve. Reserves may be used, for among other things, to pay any expenses associated with operating the Properties.

Transfer Agent and Registrar		Securitize LLC will serve as transfer agent and registrar for the Shares of each Series.

Resales; Secondary Market		You will not be able to resell your Shares except through the Secondary Trading Platform. We expect that after a Series’ Offering has concluded, the Secondary Trading Platform will be the only venue available for the resale of such Series’ Shares and will be accessible exclusively through the Landa Platform, and may not be accessed through any other website, mobile application or platform. 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. In addition, only prospective investors that have been approved by the Broker Dealer and successfully onboarded onto the Landa Platform may engage in secondary transactions or access any trading information with respect to secondary trading of the Shares on the Landa Platform. For the foregoing reasons, investors must be prepared to hold their Shares indefinitely. See “Plan of Distribution – Transferability of the Shares.”

Transfer Limitations		The Manager may, acting in its sole discretion, limit any transfer, resale, assignment or pledge of Shares that would result in there being more than (a) 2,000 beneficial owners of the Series or 500 beneficial owners of the Series that are not “accredited investors,” (b) the assets of the Series being deemed “plan assets” for purposes of ERISA, or (c) the Company, the Series or the Manager being subject to additional regulatory requirements.

Series Materials		The Series Materials for the Shares being offered hereby consist of this Offering Circular, as well as the Master Agreement and the Series Designation, Subscription Agreement and Management Agreement for the applicable Series, and any related offering materials approved by us before making an investment decision. Please carefully review the Series Materials. You may also access the Series Materials by navigating to the applicable Property Page on the Landa Platform.

Risk Factors		Investing in the Shares involves a high degree of risk. See “Risk Factors” beginning on page 16.

An investment in a Series and the Shares involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in the Series Materials, before purchasing Shares through the Landa Platform. Any of the following factors could harm our business and future results of operations and could result in a partial or complete loss of your investment.

The value of the underlying Property to be acquired by a Series is subject to many risks.

The value of the underlying Property to be acquired by a Series is affected significantly by its ability to generate cash flow and net income, which, in turn, depends on the amount of rental or other income that can be generated net of expenses required to be incurred with respect to such Property. Many expenditures associated with Properties (such as Operating Expenses (as defined below) and capital expenditures) cannot be reduced when there is a reduction in income from the Properties. The value of a Property may be adversely affected by a number of risks, including, but not limited to:

These factors may have a material adverse effect on the rental income that you might receive on account of your Shares as well as on the value that Series can realize from a sale of its underlying Property.

The international spread of COVID-19 was declared a global pandemic by the World Health Organization, and in response, many states and localities have imposed, and continue to impose, limitations on commercial activity and public gatherings and events, as well as moratoria on evictions as a result of the spread of the COVID-19 virus. Concern about the spread of COVID-19 has caused and is likely to continue to cause quarantines, business shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions, unprecedented unemployment levels and commercial property vacancy rates, and overall economic and financial market instability.

In addition, the impact of the COVID-19 pandemic and measures to prevent its spread could materially negatively impact our ability to launch and operate our business and our results of operations, financial condition and liquidity in a number of ways, including:

The impacts of the COVID-19 pandemic may increase the risk that the tenants of the Properties will be unable to make their scheduled lease payments on time or seek to terminate their lease agreements prior to the expiration dates of such lease agreements. Furthermore, whenever we are required to locate a new tenant for a property, restrictions on providing access to view properties as a result of the pandemic could make it more difficult to secure a new tenant, which may result in decreases in a Series’ net rental income or a Series not having rental income at all.

The Properties may have limited rental history, which makes future performance of the Properties difficult to evaluate.

The Properties underlying each Series were acquired by Landa Properties from third-party sellers. As a result, there may be limited established rental history for these Properties, which makes it more difficult to predict the rental rates that we may be able to achieve for these Properties and may increase the risk that we enter into lease agreements with rental rates that are materially less than amounts realized on similar properties that are currently being rented in the area which these Properties are located, which may result in lower distributions paid to investors.

Changes in national, regional or local economic, demographic or real estate market conditions may adversely affect our results of operations and returns to our investors.

Each Series is subject to risks incident to the ownership of multifamily rental properties including, but not limited to, changes in national, regional or local economic, demographic or real estate market conditions; changes in supply of, or demand for, similar properties in an area; and changes in government rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws. Additionally, we are unable to predict future changes in national, regional or local economic, demographic or real estate market conditions. For example, a recession or rise in interest rates could make it more difficult for us to acquire and lease the Properties. These conditions, or others we cannot predict, may adversely affect returns to investors.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of a Property.

Because real estate investments are relatively illiquid, our ability to facilitate a sale of a Property promptly in response to changing economic, financial, and investment conditions may be limited. In particular, our ability to facilitate a sale could be negatively impacted by weakness in the market, changes in the financial condition or prospects of prospective purchasers, changes in governmental laws and regulations, changes in regional, national or international economic conditions, changes in the condition of such Property, the occupancy of such Property or the rental income relative to market rates, and changes in laws, regulations or fiscal policies.

The actual rent a Series receives for its Property may be less than estimated market rent, and a Series may experience a decline in realized rental rates from time to time, which could adversely affect a Series’ financial condition, results of operations and cash flow.

As a result of numerous potential factors, including competitive pricing pressure in our markets, a general economic downturn and the desirability of a Property, a Series may be unable to realize its projected market rent for the rental units located in a Property. If a Series is unable to obtain adequate rental rates for its property, then its ability to generate cash flow growth will be negatively impacted. The rental rate of each Series’ Property will be determined at the sole discretion of the Manager and may be less than the market rental rate for similar properties.

Each Series will depend on tenants for its revenue, and lease defaults, terminations, or other events preventing collection of rents could reduce its net income and limit its ability to make distributions to investors.

The success of each Series materially depends on the financial stability of its tenants. A default, termination, or other event preventing collection of rent by one or more tenants on their lease agreements, such as eviction procedures, need for repairs, destruction of the Property, and environmental or other events outside of our control, would cause the applicable Series to lose the revenue associated with such lease agreements and require a Series to find an alternative source of revenue to meet its monthly or other recurring expenses, including its mortgage payments and prevent a foreclosure, if the Property is subject to a mortgage.

In the event of a tenant default or bankruptcy, a Series may experience delays in enforcing its rights as landlord and may incur substantial costs in protecting its investment and re-leasing its Property. If one or more tenants default on or terminates their lease agreements, the applicable Series may be unable to lease the underlying Property for the rent previously received. Any vacancy could reduce a Series’ net income. These events could cause such Series to reduce the amount distributed to investors or hinder the Series’ ability to make distributions at all. If a Series is unable to find an alternative source of revenue to meet the mortgage payments and the underlying Property goes into foreclosure, the bank providing the mortgage will have priority in such Property over any investors in the Series.

A Series may be unable to service its indebtedness, which may be secured by its Property, and could result in the Series being forced to sell its Property, which could result in a significant loss to investors in the particular Series.

In connection with the expected acquisition of its Property from Landa Properties, each Series has issued an Acquisition Note, which constitutes significant debt obligations of each Series. Each Series’ ability to make scheduled payments on its indebtedness depends on and is subject to its financial and operating performance, which depends in part on its ability to lease its Property and timely collect rent from each tenant. If a Series’ cash flows and capital resources are insufficient to fund its debt service obligations, such Series may be forced to reduce or delay expenditures, seek additional capital, or restructure or refinance the indebtedness. Future borrowings may not be available in an amount sufficient to enable a Series to refinance its indebtedness or meet other liquidity needs. Even if refinancing indebtedness is available, any refinancing of a Series’ indebtedness could be at higher interest rates and may require compliance with more onerous covenants that could restrict a Series’ business operations.

Further, if the Manager is unable to make timely payments on the Bridge Notes, it would be in default under the Bridge Notes, which would entitle the Bridge Note lender(s) to accelerate all amounts due under the note. If the Series (or the Company on its behalf) is not able to refinance the amounts due under the Bridge Notes, the Bridge Note lender would be entitled to foreclose on the Series’ Property and force its sale to recover unpaid amounts under the Bridge Note, which would likely result in a significant loss to investors of the particular Series.

We may incur mortgage indebtedness and other borrowings, including in states and with lenders that do not recognize the series limited liability company structure, which may increase risks to the Properties.

We expect that in most instances, each Series, or the Company on behalf of each Series, will seek to further refinance any outstanding indebtedness, including the Acquisition Note, with an additional mortgage or other debt financing, including with a third party, secured by the underlying Property. Incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a Property may result in lenders initiating foreclosure actions. In that case, a Series could lose the Property securing the loan that is in default.

Further, while we expect each mortgage to be secured by a specific Property (and the assets of such Property) and be the financial obligation of the applicable Series, the Company may be required enter into a loan as the borrower and hold title to the Property on behalf of such Series in states where our series limited liability structure is not recognized or respected under the laws of the state governing the loan. In that instance, in the event that we default on a loan, we can make no assurance that a lender will not seek to foreclose on the other Series’ Properties that we hold title for the benefit of. Please see “If our series limited liability company structure is not respected, then investors may have to share any liabilities of our Company with all investors and not just those who hold the same Series as them.”

A Series may not be able to control its operating costs, or its expenses may remain constant or increase, even if its revenues do not increase, causing its results of operations to be adversely affected.

Factors that may adversely affect a Series’ ability to control operating costs include the need to pay for insurance and other operating costs, including real estate taxes, which could increase over time, the need periodically to repair (including repairs resulting from significant damage by tenants), renovate and re-lease space and cost and availability of building and construction materials (i.e. due to supply chain constraints), increases in the price of oil and gas, the cost of compliance with governmental regulation (including zoning, environmental and tax laws, the potential for liability under applicable laws), the effects of inflation on real estate and on the economy in general, mortgage and interest rates, principal loan amounts and the availability of financing. If a Series’ operating costs increase as a result of any of the foregoing factors, its results of operations may be adversely affected.

The expense of owning and operating a Property is not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from a Property. As a result, if revenues decline, a Series may not be able to reduce its expenses accordingly. Costs associated with real estate investments, such as real estate taxes, insurance, loan payments, and maintenance and repairs, generally will not be reduced even if a Property is not fully occupied or other circumstances cause a Series’ revenues to decrease. If a Series is unable to decrease operating costs when demand for its Property decreases and its revenues decline, its financial condition, results of operations and ability to make distributions to holders may be adversely affected.

We may not be able to make any monthly cash distributions to holders of Shares.

We intend for each Series to make any monthly cash distributions per Share based on the net rental income generated by a Property. For Properties that are vacant, a Series may not be able to make distributions or may have to reduce the amount of distributions it can make, until such Series enters into a lease agreement. Any distributions that a Series makes will be at the complete discretion of the Manager and will depend on a number of factors, including, but not limited to, the total number of Shares sold, the Series’ rental income for the month, if any, the Monthly Management Fee, expenses (including any unanticipated capital expenditures), taxes, amounts allocated to Reserves, and actual and accrued cash flows of the applicable Series, many of which could vary substantially from month to month. Accordingly, there can be no assurance that you will receive monthly distributions on your Shares.

We may be unable to renew lease agreements with existing tenants or enter into lease agreements with new tenants.

The Series’ lease agreements are short-term in nature, typically one year, and in certain cases become month-to-month, which exposes us to the risk that we may have to renew or re-lease a rental unit at a Property in the near term. If tenants do not renew their lease agreements upon expiration or if we are required to make Improvements to a rental unit or the Property or somehow unable to freely enter into a lease agreement for a rental unit, we may be unable to re-lease the vacated rental unit. Even if the existing tenants renew their agreements or we are able to enter into a lease agreement with a new tenant, the terms and conditions of the new lease agreement may not be as favorable as the terms and conditions of the expired lease agreement. If the rental rates for a rental unit underlying a Series decrease, or in the event that a Property becomes vacant, such Series’ financial condition, results of operations, cash flow, the value of the Shares interests and the Series’ ability to satisfy its debt obligations and to make distributions could be adversely affected.

We will periodically evaluate each of the Properties for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors including market conditions, a tenant’s ability to pay rent, the short-term nature of each lease agreement, and any unforeseen expenses or liabilities incurred by a Series or its Property. For example, the early termination of, or default under, a lease agreement by a tenant may lead to an impairment charge. If we determine that an impairment has occurred, we would be required to make a downward adjustment to the net carrying value of a property. Impairment charges also indicate a potential permanent adverse change in the fundamental operating characteristics of the impaired Property. There is no assurance that these adverse changes will be reversed in the future and the decline in the impaired Property’s value could be permanent.

We may not be able to rebuild our existing Properties to their existing specifications if we experience a substantial or comprehensive loss of such Properties.

In the event that we experience a substantial or comprehensive loss of one of the Properties, we may not be able to rebuild such Property to its existing specifications. Further, reconstruction or Improvements of such a Property would likely require significant upgrades to meet zoning and building code requirements. Environmental and legal restrictions could also restrict the rebuilding of the Properties.

Each Series will hold title to a Property as its primary asset; provided, however, that the Company may hold title to a Property for the benefit of the applicable Series pursuant to the Master Agreement. The success of an investment in a Series will depend on the revenues generated by the Series’ Property and the appreciation of the value of the Property over time. Such revenues are determined by a number of factors such social conditions, financial markets and the economy, competition from existing and future companies operating in our industry, as well as government rule and regulation (such as tax and building code charges). The value of a Property may decline substantially after you purchase your Shares.

A concentration of our investments in multifamily rental property may leave our profitability vulnerable to a downturn or slowdown in the sector.

The Properties held by each Series is comprised solely of multifamily rental properties. As a result, we are subject to risks inherent in investments in this type of property. Because our investments are solely in the residential sector, the potential effects on our revenue and profits resulting from a downturn or slowdown in the residential sector could be more pronounced than if we had more fully diversified our investments.

Tenant relief laws may negatively impact our rental income and profitability.

As manager of numerous multifamily rental properties, the Manager may be involved in evicting residents who are not paying their rent or are otherwise in material violation of the terms of their lease agreements. Eviction activities will impose legal and managerial expenses that will raise costs specific to the applicable Series. The eviction process is typically subject to legal barriers, mandatory “cure” policies and other sources of expense and delay, including restrictions on evictions enacted by many states as a result of the COVID-19 pandemic, each of which may delay our ability to gain possession and stabilize the home. Additionally, state and local landlord-tenant laws may impose legal duties to assist residents in relocating to new housing or restrict the landlord’s ability to recover certain costs or charge residents for damage that residents cause to the landlord’s premises. The Manager will be required to take all appropriate steps to comply with all applicable landlord-tenant laws, and each Series will need to incur supervisory and legal expenses to ensure such compliance. To the extent that a Series does not comply with state or local laws, the Series may be subjected to civil litigation filed by individuals, in class actions or by state or local law enforcement. A Series may be required to pay adversaries’ litigation fees and expenses if a judgment is entered against us in such litigation or if we settle such litigation.

Rent control or rent stabilization laws could prevent us from raising rents to offset increases in operating costs.

Various states, cities, or municipalities have a system of rent regulations, also known as rent stabilization and rent control. While these regulations generally apply only to tenants of regulated multifamily rental properties, given expansion of institutional ownership of multifamily properties, municipalities may seek to impose them as well on our properties. Typical rent control or rent stabilization laws entitle tenants to receive required services, to have their lease agreements renewed, and to not be evicted except on grounds allowed by law. If we acquire properties with these or other similar regulations, such regulations could limit the amount of rent we are able to collect, which could have a material adverse effect on our ability to fully take advantage of the investments that we make in our properties. Further, there can be no assurance that changes to rent control or rent stabilization laws will not have a similar or greater negative impact on a Series’ ability to collect rents.

For example, numerous municipalities, including municipalities where some of our Properties are located, impose rent control or rent stabilization on apartment buildings. The rent stabilization regulations applicable to our multifamily rental properties set maximum rates for annual rent increases, entitle our tenants to receive required services from us and entitle our tenants to have their lease agreements renewed.

For example, on June 14, 2019, the Housing Stability and Tenant Protection Act of 2019 was signed into law in New York State. The legislation affects rent-stabilized apartments in New York City. Provisions of the law make it extremely difficult for apartments to exit rent regulation, repeal vacancy decontrol and high-income deregulation, repeal vacancy and longevity bonuses, establish a preferential rent as the base rent at lease renewal, and reductions in/limitations on rent increases associated with major capital improvements. The new law took effect immediately, is permanent and will reduce the Company’s ability to raise rents on its rent-stabilized units. While it is too early to measure the full impact of the legislation, it generally limits a landlord’s ability to increase rents on rent regulated apartments and makes it more difficult to convert rent-regulated apartments to market-rate apartments. As a result, the value of our portfolio may be impaired.

The application of rent stabilization to apartments in our multifamily residential properties limits the amount of rent we are able to collect, which may have a material adverse effect on our cash flows and our ability to fully take advantage of the investments that we are making in our properties.

Compliance with governmental laws, regulations and covenants that are applicable to the residential properties held by the Series may adversely affect the Series’ business and growth strategies.

Multifamily rental properties are subject to various covenants, local laws, and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions, and restrictive covenants imposed by community developers, may restrict a Series’ use of its Property and may require the Series to obtain approval from local officials or community standards organizations at any time with respect to its Property, including prior to acquiring the Property or when undertaking renovations. Among other things, these restrictions may relate to fire and safety, seismic, asbestos clean-up or hazardous material abatement requirements.

Environmental laws also may impose liens on property or restrictions on the manner in which a Property may be used, and these restrictions may require substantial expenditures or prevent the Manager from operating such Properties. Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available for distribution to our investors.

We cannot assure you that existing laws or regulations will not adversely affect a Series or result in additional expenses relating to any future renovations or otherwise, or that additional laws or regulations will not be adopted that would result in additional expenses. A Series’ growth strategies may be materially and adversely affected by its ability to obtain permits, licenses, and zoning approvals. A Series’ failure to obtain such permits, licenses and zoning approvals could have a material adverse effect on its results of operations or financial condition and cause the value of your Shares to decline.

Each Series will face significant competition for tenants, which may hinder the Manager’s ability to find suitable tenants for a Series’ Property and prevent increases of rental rates for its Property.

There is significant competition in the real estate industry, including numerous real estate investment trusts (“REITs”) and other institutions with property acquisition objectives similar to ours. The size and financial wherewithal of our competitors may allow them to offer space at rental rates below current market rates or below the rental rates each Series charges their tenants. As a result, a Series may lose existing tenants or fail to obtain future tenants, and the downward pressure caused by our competitors may cause our Series to reduce their rental rates or to offer more substantial rent abatements, tenant improvements, early termination rights or below-market renewal options in order to retain tenants when lease agreements expire. Competition for tenants could adversely impact the net rental income for a given Series.

Increased competition, including increased affordability of single-family homes, could limit our ability to attract or retain residents, or increase or maintain rents.

Any multifamily rental properties we may acquire will most likely compete with numerous housing alternatives in attracting residents, including single-family homes, as well as owner occupied single- and other multifamily homes available to rent. Competitive housing in a particular area and the increasing affordability of owner occupied single- and multifamily homes available to rent or buy results from, among other causes, low or lower mortgage interest rates and government programs to promote home ownership could adversely affect our ability to attract or retain our residents or increase or maintain rents.

We may in the future purchase properties that contain lead-based paint, which may cause health problems, exposing us to third-party liability or may cause us to be in violation of environmental laws or regulations, either of which would adversely affect our operating results.

Many of the properties in our target markets were built prior to 1978, and housing built prior to such time may contain lead-based paint. The existence of lead-based paint is especially a concern in residential units and can cause health problems, particularly for children. As a result, Federal, state and local laws and regulations impose certain disclosure requirements and restrict and regulate renovation activities on housing built before 1978. Any violation of these restrictions could result in fines or criminal liability, and we could be subject to liability arising from lawsuits alleging personal injury or related claims. Although we will attempt to comply with all such regulations, we cannot guarantee that we will not incur any material liabilities as a result of the presence of lead-based paint in any Properties that are owned by the Series or that we may acquire in the future.

Uninsured losses relating to real property or expensive premiums for insurance coverage could reduce the Series’ cash flows and the return on your investment.

Each Property is currently insured up to an amount that the Manager deems to be reasonable. However, we cannot assure you that such insurance will be adequate to cover actual losses or that such insurance will continue to be available at reasonable costs, if at all, which could inhibit a Series’ ability to finance or refinance the underlying Property and result in uninsured losses. In such instances, a Series may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. A Series may not have adequate coverage for such losses. If a Property incurs a loss that is not fully insured, the value of the Series’ asset will be reduced by any such uninsured loss, which would reduce the value of your investment.

The liquidation value of the Series substantially depends on the value of its underlying Property and the valuation of each Property may change significantly from time to time. If we elect to dispose of a Series’ Property, and the value of such Property has declined, investors may not achieve expected returns from their investment, or may receive less in process than originally invested.

The value of a Series’ underlying Property may significantly change from time to time based on the following factors, among others:

Since each Property represents the primary asset of each Series, if its value declines, the liquidation value of the Series may decline significantly. If we elect to dispose of a Series’ Property, and the value of such Property has declined, investors may not achieve expected returns from their investment, or may receive less in proceeds than originally invested.

The Manager will have the discretion to determine whether to hold or sell a Property of a Series and may elect to hold and operate a Property for an indefinite period of time. While we do not intend to sell any of the Properties in the near term, if the Manager, acting in its sole discretion, elects to sell a Property, the sales price to be realized upon the sale or other disposition of the Property will depend upon many factors, including the availability and pricing of financing for purchasers from time to time, whether the Property has a tenant, the availability and price of comparable properties, and conditions in the real estate market in general. A Series cannot assure you that the price and terms of any such sale or other disposition will be sufficient to pay any return at all, or that there will not be a loss as a result of such transaction.

If a Series in which you have invested does not successfully implement a liquidity transaction, you may have to hold your investment for an indefinite period.

The Master Agreement does not require the Manager to pursue a sale of the Property or other liquidity transaction. Investors will be unable to prompt the sale of a Property through a voting process. If the Manager does determine to pursue a liquidity transaction, such as the sale of a Property, the Manager would be under no obligation to conclude the process within a set time or any specific terms. The timing of any sale of the Property will depend on a number of factors, including real estate and financial markets, economic conditions in areas in which such Property is located, and anticipated federal income tax effects on investors that may prevail in the future. If the Property is not sold, and an active market has not developed on the Secondary Trading Platform, your Shares may continue to be illiquid and you may, for an indefinite period of time, be unable to convert your investment to cash easily and could suffer losses on your investment.

You may be unable to resell your Shares at desired times or prices, if at all.

While the initial sales of the Shares are exempt from state securities registration requirements under Regulation A, that exemption does not cover resales of the Shares to other investors by purchasers of the Shares. Each state has its own securities laws, often called “blue sky” laws. These laws limit resales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration; these laws also govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. The fact that the initial offering and sale of Shares qualifies for an exemption is not relevant to determining whether there is an exemption in a given state to allow a holder to resell the Shares to a resident of a given state. There may be significant state blue sky law restrictions on your ability to sell, and on purchasers to buy, your Shares.

Further, once a Series’ Offering has concluded, we expect that the Shares will only be available for resale on the Secondary Trading Platform, which is accessible exclusively though the Landa Platform and may not be accessed through any other website, mobile application or platform. The Secondary Trading Platform will be the only venue available for the resale of such Series’ Shares through the Broker Dealer. Prospective investors must create a Landa Account, must submit all of the relevant information, as required by the Broker Dealer, and must be approved by the Broker Dealer before being permitted to transact the Secondary Trading Platform. In addition, only prospective buyer that have been approved by the Broker Dealer and successfully onboarded onto the Landa Platform may engage in secondary transactions or access any trading information with respect to secondary trading of the Shares on the Landa Platform. 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. As a result, you may lose some or all of your investment. Please see “— The Shares will not be listed on any securities exchange, and you will not be able to resell your Shares except through the Secondary Trading Platform, to the extent such platform is established and maintained. You should be prepared to hold the Shares indefinitely.” below.

Given the limited liquidity for the Shares, investors and potential investors may consider these investments to be less appealing and demand for these investments may decrease, which may adversely affect prices you may obtain on the Secondary Trading Platform or your ability to resell your Shares on the Secondary Trading Platform at all.

You should consider the resale market for our securities to be limited. You may be unable to resell your Shares, or you may be unable to resell them without the significant expense of state registration or qualification.

There is currently no public trading market for any of the Shares, and an active market may not develop or be sustained. If an active public trading market for the Shares does not develop or is not sustained, it may be difficult or impossible for you to resell your interests at any price, unless the securities are registered in that state or qualify for an exemption from registration. Even if a public market does develop, the market price could decline below the amount you paid for your Shares.

The Shares will not be listed on any securities exchange, and you will not be able to resell your Shares except through the Secondary Trading Platform, to the extent such platform is established and maintained. You should be prepared to hold the Shares indefinitely.

The Shares will not be listed on any securities exchange, such as Nasdaq or the New York Stock Exchange. You will not be able to resell your Shares except through the Secondary Trading Platform, to the extent such platform is established and maintained. After a Series’ Offering has concluded, we expect that the Secondary Trading Platform will be the only venue available for the resale of such Series’ Shares through the Broker Dealer, as a broker dealer member of the Secondary Trading Platform; provided, however, any such resale of a Series’ Shares will be subject to federal and state securities laws and the restrictions in the Master 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. As a result, you may lose some or all of your investment. See “Plan of Distribution – Transferability of the Shares.”

The trading price of Shares that trade on the Secondary Trading Platform may be extremely volatile.

Securities that trade on the Secondary Trading Platform, as with other public markets, likely will experience significant price and volume fluctuations. These fluctuations can be more pronounced for securities that have a small public float, such as the Shares. Share prices could fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including the total number of available buyers or sellers at any point in time, property value, appraisals of the applicable Property, occupancy rates, and economic, market, geopolitical and other external factors. As a result, the market prices of the Shares that are listed may be volatile, and holders of such Shares may experience a decrease in the value of their Shares. No assurance can be given that the market price of the Shares will not fluctuate or decline significantly in the future or that you will be able to sell your Shares when desired on favorable terms or at all.

While we expect the Secondary Trading Platform will be available after the conclusion of a Series’ Offering, such resale of a Series’ Shares will be subject to federal and state securities laws and the restrictions in the Master 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. See “Plan of Distribution – Transferability of the Shares.”

Because of the illiquid nature of the Series’ Shares, you should purchase the Shares only as a long-term investment and be prepared to hold them for an indefinite period of time.

Each Series Offering will not have a minimum offering amount, which could result in an Offering ending without reaching the Series’ funding target.

Each Series’ Offering will be conducted on a “best efforts” no minimum basis. We expect that there will be multiple Closings for each Offering and each Closing will occur promptly following the acceptance of a subscription. We expect that each Series’ Offering will remain open for investors until the earliest of (i) the date subscriptions for the Maximum Offering Amount of such Series have been accepted by the Manager or (ii) any earlier date determined by the Manager, based on a number of factors, including the level of current or anticipated interest in a Series. Therefore, an Offering may end without reaching the Series’ funding target such that the total proceeds amount may not be sufficient to pay down the Series’ Acquisition Note. As a result, a Series may have significant debt obligations which could adversely affect the Series’ financial condition, reduce the total distributions to each holder, and/or delay distributions to Series holder.

The purchase price for the Shares of each Series was determined by the Manager and may not necessarily reflect the actual value of the Shares.

The purchase price for the Shares of each Series was determined by the Manager and may not necessarily accurately reflect the actual value of the Shares. See section entitled “Determination of Purchase Price.”

No party has made an independent review of the Company, the Manager, any Series, Properties or the Shares offered on the Landa Platform. Therefore, investors do not have the benefit of an independent due diligence review conducted by an unaffiliated party to form a basis for their investment decision.

No independent party has undertaken any review of us, any Series, Properties or the Shares offered on the Landa Platform. Therefore, investors do not have the benefit of an independent due diligence review conducted by an unaffiliated party to form a basis for their investment decision in the Shares of a Series. You should consult your investment, accounting, legal, and tax advisors before investing in any Shares.

Your investment is an investment in the Shares of a specific Series, which will invest only in a single Property, and is not a diversified investment in the Company or the Manager. You will not have any interest in, and your investment in a Series will not be secured by, any assets owned by the Company, the Manager, or any other Series. Any return on your investment will depend solely on the cash flows of, and ultimately on the return on, the Series in which you invest, and underlying Property held by such Series.

Your investment is an investment in the Shares of a Series and not an investment in the Company or the Manager. An investment in a Series is not a diversified investment in the Company, the Manager, any other Series, the Properties underlying the other Series, or the Landa Platform. You will not have any interest in, and your investment will not be secured by, assets owned by the Company or the Manager. If the Property does not operate profitably, you may not receive any distributions or may lose your entire investment without recourse to the Company’s or the Manager’s assets. For example, a Series with one or more vacant apartment units may not be able to make a distribution, or may be required to reduce the amount distributed, until such Series enters into one or more lease agreements. Your return, if any, will depend upon income derived from the Series in which you invest, and the underlying Property and the costs associated with it. You will not share in any increase in the value of the Manager.

The Master Agreement provides that the assets, affairs, and business of the applicable Series will be managed by the Manager. You will not elect or vote on the Manager, and, unlike the holders of common shares of a corporation, you will have no voting rights on matters affecting the business of a Series, including whether to dissolve and liquidate a Series, and therefore you will have no ability to influence decisions regarding the business of a Series. As a result, you will depend on the Manager’s skill and judgment for a return.

We have only recently commenced operations and our future performance is not assured and is difficult to evaluate.

The Manager has a limited history of operations with this business model. We therefore should be considered a development stage company. Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including, but not limited to, hurdles or barriers to the implementation of our business plans. Further, we have limited operating history upon which to evaluate the Manager’s ability to manage our operations and achieve our goals or our likely performance. No assurances can be given that we can operate profitably or raise sufficient capital to continue our operations. If we are unable to continue to operate, the Landa Platform could cease operations, in which case your ability to continue to receive rents from the Property or to otherwise realize the value of your investment could cease.

A Series may require additional capital and may be unable to obtain such capital on favorable terms or at all.

If funds generated from investors for a Series through the Landa Platform are insufficient, we may seek additional capital in the form of debt financing from other financing sources. Additional debt financing may not be available on reasonable terms, on a timely basis or at all, and if available, would result in additional payment obligations and may involve agreements that include restrictive covenants that limit a Series’ ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens or making distributions on Shares, which could adversely impact the Series’ ability to conduct its business or provide distributions on your Shares.

The Manager depends on key personnel to manage the Series, and if the Manager is unable to retain, attract and integrate qualified personnel, the Series’ ability to develop and successfully grow their businesses could be harmed.

We believe our success will depend on the efforts and talents of the executives and employees of our Manager and its affiliates. Our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees, including employees with sufficient experience in the real estate industry. Qualified individuals, including individuals with sufficient experience in the real estate industry, are in high demand, and we may incur significant costs to attract and retain them. In addition, the loss of any of the key employees or senior management of the Manager could have a material adverse effect on our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. Our Manager’s executive officers and other employees are at-will employees, which means they may terminate their employment relationship with the Manager at any time, and their knowledge of our business and industry would be extremely difficult to replace. The Manager may not be able to retain the services of any members of its senior management or other key employees. If the Manager fails to attract well-qualified employees or retaining and motivating existing employees, it could have a material adverse effect on our business, financial condition and results of operations.

Adverse results from litigation or governmental investigations can impact our business practices and operating results.

From time to time, we may be party to litigation, regulatory and other proceedings with governmental authorities and administrative agencies. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our business model, results of operations and financial condition.

The SEC has a broad range of civil sanctions under federal securities law, which it may seek against corporations and individuals, including injunctive relief, monetary penalties and compliance programs. These matters require the involvement of senior management of the Manager that could impinge on the time senior management has available to devote to other matters relating to the Series.

The Manager has limited experience and track record in real estate operations.

The results of operations of each Series will depend on the Manager’s ability to operate, lease and maintain such properties profitably. The Manager has limited experience in real estate operations. If the Manager manages the Property or a Series ineffectively, the ability of such Series to generate revenue and its results of operations may be adversely affected.

The Manager’s liability is limited under the Master Agreement, and each Series has agreed to indemnify the Manager against certain liabilities. As a result, a Series may experience poor performance or losses of which the Manager would not be liable.

Pursuant to the Master Agreement, the Manager will not assume any responsibility other than to render the services called for thereunder. The Manager maintains a contractual, as opposed to a fiduciary, relationship with the members in each Series. Under the terms of the Master Agreement, neither the Manager nor any director, officer, or employee of the Manager will be liable to the Series or any of its members for acts or omissions performed in accordance with and pursuant to the Master Agreement, except by reason of acts or omissions constituting gross negligence, willful misconduct, fraud, material misrepresentation or material violation, as determined by final adjudication. Accordingly, each Series and its members will only have recourse and be able to seek remedies against the Manager, or any director, officer, or employee of the Manager, to the extent it breaches its obligations pursuant to the Master Agreement. Furthermore, each Series has agreed to limit the liability of the Manager and to indemnify the Manager against certain liabilities. In addition, we or a Series may choose not to enforce, or to enforce less vigorously, our or its rights under the Master Agreement in order to maintain our or its ongoing relationship with the Manager.

Any adverse changes in the Manager’s financial health or our relationship with the Manager or its affiliates could hinder our operating performance and the return on your investment.

The Manager will utilize its personnel and resources to perform services on its behalf for us and for each Series. Each Series’ ability to achieve its investment objectives and to pay distributions to its investors is dependent upon the performance of the Manager and its affiliates, as well as the Manager’s real estate professionals in the management of the Series’ Property and operation of day-to-day activities of the Company and such Series. Any adverse changes in the Manager’s financial condition or a Series’ relationship with the Manager could hinder the Manager’s ability to successfully manage the Series’ operations and the Properties.

The Manager may fail to successfully operate the Properties, which could adversely affect the applicable Series and impede their growth.

The Manager’s ability to successfully develop, redevelop and/or operate and maintain the Properties may be exposed to significant risks. Series may be required to spend more than their budgeted amounts to make necessary Improvements to Properties and may not be able to obtain or maintain adequate insurance coverage for Properties. Any failure to operate acquired properties to meet our financial expectations could impede the growth or a Series and have an adverse effect on such Series, including its financial condition, results of operations, cash flow, and the market value of its interests.

The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

The report of our independent registered public accounting firm on our audited financial statements for the period ended December 31, 2022 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. We have not yet commenced operations and will not commence our operations until the qualification of the offering statement of which this Offering Circular forms a part. Once we commence our planned principal operations, we will incur significant additional expenses, and will be dependent on additional capital resources. These going concern opinions could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Further reports on our financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. We will incur significant additional expenses in the conduct of our business and until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will be available to us on acceptable terms, if at all, and these going concern opinions could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. If funds are not available, we may be required to delay, reduce the scope of, or eliminate future business plans. This may raise substantial doubts about our ability to continue as a going concern.

The Manager may have a conflict of interest as it manages multiple Series, the Company, and one or more affiliate companies of ours that leases residential properties and has a financial interest in certain agreements of the Series, any of which could result in the Manager not acting in the best interest of a particular Series.

Since the Manager receives compensation from each Series, and is a creditor to each Series, there are potential conflicts of interest that may affect the decision-making of the Manager as it manages each Series and the Company. For example, it may be in the best interest of the Manager for its personnel to focus more time rendering services to certain Series as opposed to others. In addition, the Manager manages Landa App LLC and Landa App 2 LLC, which also lease residential properties in the United States, including in the State of Georgia, and offers membership interests in series that hold, directly or indirectly, title to residential rental properties though the Landa Platform, pursuant to Regulation A. The Manager may also manage other affiliate companies in the future. Any of these conflicts of interest could result in less net rental income or a decline in the Property value of the Series in which you invest. In addition, each Series expects to enter into similar agreements, none of which are expected to be negotiated at arm’s length, and accordingly, such terms may be less favorable than if the Series received a loan or management services from a non-affiliate.

In addition, since many of the Properties to be owned by the Series are located in nearby neighborhoods, if the Manager receives an interested tenant or purchaser of a property in a given neighborhood, the Manager may direct the interested individual to a Property owned by a Series that is not the Series in which you invested.

One or more Series may have conflicts of interest with the Manager and other affiliates, which could result in investment decisions that are not in your best interest.

There are numerous potential conflicts of interest between the interests of the Series and the interests of the Manager and its other affiliates, including conflicts arising out of the allocation of personnel, capital and time to devote to the activities of a specific Series.

Any of these and other conflicts of interest between the Series and the Manager could have a material adverse effect on the returns on your investments.

We are subject to the same laws as other companies conducting business on and off the Internet. Today, there are still relatively few laws specifically directed towards online services. However, due to the increasing popularity and use of the Internet and online services, many laws relating to the Internet are being debated at all levels of government. In addition, it is not clear how existing laws apply to online businesses, and regulatory agencies or courts may claim or hold that we or the users of the Landa Platform are subject to licensure or that we are prohibited from conducting our business.

Our business could be negatively affected by the application of existing laws and regulations or the enactment of new laws or regulations applicable to our business. The cost to comply with such laws or regulations could be significant and would increase a Series’ Operating Expenses (as defined below), which could negatively impact the amount distributable to you. Regulatory and licensure claims could result in costly litigation or could require us to change the way we do business in ways that increase costs and reduce revenues. We could also be subject to fines or other penalties, and any of these outcomes could harm our business. In addition, federal and state governmental or regulatory agencies may decide to impose taxes on services provided over the Internet. These taxes could discourage the use of the Internet as a means of raising capital, which would adversely affect the viability of the Landa Platform.

In addition, because the Landa Platform is viewable worldwide, although use of the Landa Platform by anyone outside of the United States is prohibited by our terms of use, foreign jurisdictions may claim that we are required to comply with their laws. Compliance may be more costly or may require us to change our business practices or restrict our service offerings relative to those in the United States. In addition, we may be subject to overlapping legal or regulatory regimes that impose conflicting requirements on us. Our failure to comply with foreign laws could subject us to penalties ranging from criminal prosecution to bans on our services.

We are offering the Shares pursuant to recent amendments to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make the Shares less attractive to investors as compared to a registered offering.

As a Tier 2 issuer, we will be subject to scaled disclosure and reporting requirements which may make an investment in the Shares less attractive to investors who are accustomed to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedence regarding the recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regard to how the SEC or the individual state securities regulators or any other applicable regulatory body will regulate both the offer and sale of our securities, as well as any ongoing compliance to which the Series may be subject. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduce the attractiveness of the Shares, we may be unable to raise the funds necessary for one or more of the Series to commence operations, or to acquire and manage one or more of the Properties.

There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.

As a Tier 2 issuer, we will not need to provide a report on the effectiveness of our internal control over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. We are in the process of evaluating whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations.

Our independent auditors identified a material weakness in our internal control over financial reporting, which, if not remedied, could have a significant adverse effect on our ability to report our financial results accurately and timely in the future.

Our independent auditors identified a material weakness in our internal controls in connection with the preparation of our financial statements, which management is taking steps to remediate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Weakness in Internal Controls” for more information. There can be no assurance that any measures taken will remediate the identified material weakness, nor can there be any assurance as to how quickly management will be able to remediate the weakness. Failure to achieve and maintain an effective internal control environment could prevent us from providing reliable and accurate financial information and forecasts or from avoiding or detecting fraud.

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for a board of directors or independent board committees.

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we do not have a board of directors, nor are we required to have (i) a board of directors of which a majority consists of “independent” directors under the listing standards of a national stock exchange, (ii) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (iii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting a national stock exchange’s requirements, (iv) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (v) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to holders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

If our series limited liability company structure is not respected, then investors may have to share any liabilities of our Company with all investors and not just those who hold the same Series as them.

The Company is structured as a Delaware series limited liability company that forms separate Series and issues membership interests in such Series. Each Series will merely be a separate series and not a separate legal entity. Under Section 18-215 of the LLC Act, if certain conditions are met, the liability of investors holding interests in one Series is segregated from the liability of investors holding interests in another series and the assets of one Series are not available to satisfy the liabilities of other series. Although this limitation of liability is recognized by the courts of Delaware, the series limited liability structure is not recognized in certain states, including states in which come of the Properties are located, and there is no guarantee that if challenged in the courts of another U.S. state or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware law, and in the past certain jurisdictions have not honored such interpretation. For example, the State of Georgia, where a one or more of the Properties are located, does not permit the formation of a series limited liability structure and we cannot make any assurances that our series limited liability company structure will be respected in that state, or any other state that does not permit and/or recognize the Delaware series limited liability structure. If our series limited liability company structure is not respected, then investors in a Series may have to share any liabilities of our Company with all investors and not just those who hold the same Shares of such Series as them. Furthermore, while we intend to maintain separate and distinct records for each Series and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215 of the LLC Act and thus potentially expose the assets of a Series to the liabilities of another Series. The consequence of this is that the Series may have to bear higher than anticipated expenses which would adversely affect the value of the Shares or the likelihood of any distributions being made by a particular Series to its investors. In addition, we are not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215 in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one Series should be applied to meet the liabilities of the other series or the liabilities of the Company generally where the assets of such other Series or of the Company generally are insufficient to meet our liability.

We may incur significant costs complying with the Americans with Disabilities Act of 1990 (“ADA”) and similar laws (including but not limited to the Fair Housing Amendments Act of 1988 (“FHAA”) and the Rehabilitation Act of 1973), which could adversely affect us, including our future results of operations and cash flows.

Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. The FHAA requires apartment communities first occupied after March 13, 1991 to comply with design and construction requirements for disabled access. For projects receiving federal funds, the Rehabilitation Act of 1973 also has requirements regarding disabled access. We have not conducted a recent audit or investigation of all of the Properties underlying the Series to determine our compliance with these or other federal, state or local laws. If one or more of our Properties are not in compliance with such laws, then we could be required to incur additional costs to bring the property into compliance. We cannot predict the ultimate amount of the cost of compliance with such laws. Noncompliance with these laws could also result in the imposition of fines or an award of damages to private litigants and could require a Series to make significant unanticipated capital expenditures. Substantial costs incurred to comply with such laws, as well as fines or damages resulting from actual or alleged noncompliance with such laws, could adversely affect us, including our future results of operations and cash flows and a Series’ ability to pay any monthly distributions on its Shares.

Our ability to implement our investment strategy depends, in part, upon our ability to successfully conduct Offerings through the Landa Platform, which makes an investment in a Series more speculative.

We will conduct Offerings solely through the Landa Platform. The success of each Offering, and our ability to implement our business strategy, depends upon our ability to sell Shares to investors through the Landa Platform. If we are not successful in selling Shares through the Landa Platform, the ability of a Series to raise proceeds through an Offering will be limited and it may not have adequate capital to implement its investment strategy.

Our business and the business of each Series could be harmed if we are unable to maintain and grow the Landa Platform.

Our success and the success of each Series depends on our investors’ confidence in our ability to provide reliable, secure, real-time access to the Landa Platform. If the functionality of the Landa Platform is not reliable, or otherwise fails to perform, we could experience disruptions in service, slow delivery times, and insufficient capacity. These consequences could result in our investors deciding to stop using or to reduce their use of the Landa Platform, either of which would have a material adverse effect on our business, financial condition, and results of operations.

We rely on the Manager’s ability to continually improve and upgrade the Landa Platform to accommodate increases in investment volumes, irregular or heavy use of the Landa Platform, especially during peak times, regulatory changes, and the development of new and enhanced features to the Landa Platform, functionalities and ancillary solutions. The maintenance and expansion of the Landa Platform requires, and will continue to require, substantial financial, operational, and technical resources. As our operations grow in both size and scope, these resources will typically need to be committed well in advance of any potential increase in our revenues. We cannot assure you that we will always be able to maintain the Landa Platform without failure or degradation of performance, especially during periods of abnormally high volumes. If the Manager does not successfully adapt our existing Platform to the requirements of our investors or to emerging industry standards, our business, financial condition, and results of operations could be materially adversely affected.

The occurrence of a cyber incident, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, or damage to our business relationships, all of which could negatively impact our financial results.

The Landa Platform processes certain confidential information provided by our investors and tenants in the Properties underlying each Series. While we intend to take commercially reasonable measures to protect our investors’ confidential information and maintain appropriate cybersecurity, the security measures of the Landa Platform, our company’s information technology systems or those of the Manager or our service providers (including the Broker Dealer, the Custodian and North Capital) could be breached. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. Any accidental or willful breach or other unauthorized access could cause such information to be stolen and used for criminal purposes, in which case our investors and/or tenants would be subject to increased risk of fraud or identity theft. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, many states have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause our investors to lose confidence in the effectiveness of our data security measures. As our reliance on technology has increased, so have the risks that could directly result from the occurrence of a cyber incident, including operational interruption, damage to our relationship with our tenants, and private data exposure, any of which could negatively impact our reputation and financial results.

Any significant disruption in service on the Landa Platform or in its computer systems could reduce the attractiveness of the Landa Platform and result in a loss of users.

If a catastrophic event resulted in a platform outage and physical data loss, the Landa Platform’s ability to perform its functions would be adversely affected. Landa Platform’s hosting services infrastructure is provided by a third-party hosting provider (the “Hosting Provider”). We also maintain a backup system at a separate location that is owned and operated by a third party. Our operations depend on the Hosting Provider’s ability to protect its and our affiliate’s systems in its facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality, temperature, humidity and other environmental concerns, computer viruses or other attempts to harm our systems, criminal acts and similar events. Any interruptions or delays in our service through the Landa Platform could materially affect our ability to perform any services for corresponding real estate investments or maintain accurate accounts, our relationships with users of the Landa Platform and our reputation. Additionally, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. We currently do not have a disaster recovery plan in place. Further, the Landa Platform has not been tested under actual disaster conditions, and we may not be able to recover all data and services in the event of an outage at a facility operated by the Hosting Provider. These factors could prevent us from processing or posting payments on the corresponding investments, damage our brand and reputation, divert our Manager’s attention and cause users to abandon the Landa Platform.

We rely on third-party banks and on third-party computer hardware and software. If we are unable to continue utilizing these services, our business and ability to service the corresponding equity investments may be adversely affected.

We and the Landa Platform rely on third-party and FDIC-insured depository institutions to process our transactions, including payments of corresponding equity investments, processing of subscriptions under each offering and distributions to our investors. Under the Automated Clearing House (ACH) rules, if we experience a high rate of reversed transactions (known as “chargebacks”), we may be subject to sanctions and potentially disqualified from using the system to process payments. The Landa Platform also relies on computer hardware purchased and software licensed from third parties. This purchased or licensed hardware and software may be physically located off-site, as is often the case with “cloud services.” This purchased or licensed hardware and software may not continue to be available on commercially reasonable terms, or at all. If the Manager cannot continue to obtain such services for the Landa Platform elsewhere, or if it cannot transition to another processor quickly, our ability to process payments will be materially affected and your ability to receive distributions will be delayed or impaired.

If there are design defects, errors, failures or delays in the Landa Platform, our business could suffer serious harm.

Despite testing, the Landa Platform may contain design defects and errors, including when new updates or enhancements are released. Such errors or defects may cause the Landa Platform to operate incorrectly or less effectively. When problems occur, it might be difficult to identify the source of the problem. In addition, we could experience delays while developing and introducing new or enhanced features to the Landa Platform, primarily due to difficulties in technology development, obtaining any applicable regulatory approval, licensing data inputs, or adapting to new operating environments.

If design defects, errors or failures are discovered in the Landa Platform, we may not be able to correct or work around them in a cost-effective or timely manner or at all. The existence of design defects, errors, failures or delays that are significant, or are perceived to be significant, could also result in rejection or delay in market acceptance of the Landa Platform, damage to our reputation, loss of investors and related revenues, diversion of resources, product liability claims, regulatory actions or increases in costs, any of which could materially adversely affect our business, financial condition or results of operations.

The tables included below set forth each Series’ estimated use of proceeds for its respective Offering, assuming the Series raises the Maximum Offering Amount for its Offering.

The Offerings are being conducted on a “best efforts” basis with no minimum offering amount, and neither the Manager nor any other party has a firm commitment or obligation to purchase any of the Series’ Shares. The amount disclosed in each of the tables below are the Maximum Offering Amounts for the applicable Series. The actual proceeds raised in the respective Offerings may be lower, in which case the proceeds available to pay down the applicable Acquisition Note would also be lower and may result in lower distributions paid to holders.

Initially, each Series issues an Acquisition Note to the Manager to finance one hundred (100%) of the costs associated with the expected acquisition of its Property from Landa Properties. Each Acquisition Note represents a related-party loan between each respective Series and the Manager. The Acquisition Notes issued by each Series bears an interest rate of up to four and a half percent (4.5%) per annum, provided, however, that interest will not accrue on the Acquisition Notes issued by such Series, and no payment of amounts outstanding under such Acquisition Notes will be due, prior to the transfer to the applicable Series of title to its Property, and if such title transfer does not occur prior to the maturity of such Acquisition Note, such Acquisition Note will terminate with no obligation for the Series to make any payment thereunder.

The Company also entered into the Bridge Notes in connection with the title transfer of each Property to each Series. For more information on the principal amounts and terms of each Bridge Note and the principal amounts and terms of each Bridge Note, see “Description of the Properties — Loans.”

The actual proceeds raised in the respective Offerings may be lower, in which case the proceeds available to pay down the applicable Acquisition Note would also be lower and may result in lower distributions paid to holders. In addition, we may use proceeds to cover fees and expenses incurred in connection with the refinancing of any outstanding indebtedness of a Series.

The amount reflected in the Acquisition Note reflects the total cost to acquire the Property underlying the applicable Series, including Improvement Costs, if applicable, fees, expenses and Reserves.

Each Series issued an Acquisition Note to the Manager to acquire its Property from Landa Properties. The Company also entered into the Bridge Notes in connection with the title transfer of each Property to each Series.

The Expected Payments on Acquisition Note from Offering Proceeds reflects the estimated net proceeds from the Offering of the applicable Series, assuming we raise the Maximum Offering Amount. Substantially all of such proceeds will be used to repay a portion of the outstanding balance under the Acquisition Note. For more information see “Description of the Properties – Loans.”

Landa App 3 LLC (the “Company”) was formed in 2021 as a Delaware series limited liability company to offer a unique investment opportunity for eligible investors to benefit from the performance of curated and fully managed rental real estate properties. From time to time, the Company has formed in the past and may in the future form separate series of membership interests, each of which will hold a multifamily rental property as its primary asset (each a “Property,” and collectively, the “Properties”).

Since each Series is separately protected under Section 18-215 of the LLC Act, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series as provided under the LLC Act. We intend to treat each Series as a separate entity for U.S. federal income tax purposes. In addition, we intend that each Series will be treated as a corporation for U.S. federal income tax purposes.

We cannot assure you that we will attain these objectives or that the value of our assets will not decrease.

We intend to acquire residential properties on an opportunistic basis. We will focus on acquiring multifamily rental properties. Our expected target markets are neighborhoods surrounding metropolitan statistical areas of at least one million (1,000,000) residents, which we estimate having historical capitalization rates ranging from approximately five percent (5%) to ten percent (10%) for the multifamily properties. In addition, we expect to target cities with growing populations or cities that show strong rental demand.

In addition to the Acquisition Notes and Bridge Notes described in this Offering Circular, each Series may seek additional capital in the form of debt financing from other financing sources to satisfy any additional cash requirements, including a related-party loan between each Series and the Manager.

Each Series’ respective business practices and Properties are subject to regulation by numerous federal, state and local authorities. See “Regulations” for a discussion of applicable governmental regulations.

Residential housing is the largest real estate asset class in the United States, with approximately 140 million total housing units and a total value of more than $42.4 trillion according to Zillow.com as of 2022. Since 2010, the multifamily rental market has seen considerable growth in rents, and we expect this trend to continue as the economy recovers from the COVID-19 pandemic. While 2020 saw a shift from urban to suburban, we believe that multifamily housing demand remains high as renters continue to delay homeownership due to a number of challenges involved with becoming a homeowner. First, mortgage financing for the consumer is now harder to obtain due to conservative mortgage underwriting standards which arose after the global financial crisis. Many Americans have limited credit and do not have the liquidity required to put a down payment on a home. Second, we believe that the U.S. is undergoing a demographic shift away from the desire to own a home, and that Americans are looking for more flexibility and mobility in their housing and prefer the convenience of apartment living. Finally, over the recent years, home prices have increased faster than wage growth which has created an affordability problem for potential homeowners. We believe that these factors have shifted the landscape in the U.S. housing market over the recent years and contribute to the rise in the demand for rental housing.

The Company believes that the increased demand for rental housing has created the institutionalization of multi-family investment ownership. Prior to 2012, the multi-family rental sector primarily consisted of smaller, non-institutional owners and managers, however, larger institutional investors have emerged in recent years. Despite this growth, it is estimated that institutional owners only represent approximately 375,000 units or 2.5% of all multi-family rental units in the United States, according to Institutional Real Estate, Inc. The expansion of institutional owners into this asset class has led to management efficiency and technology development in the industry which has improved the cost to manage a rental home. Operating metrics for institutionally managed multi-family rentals are now comparable to traditional single-family properties as multi-family rental properties exhibit similar occupancy levels to single-family properties with lower turnover rates. In addition, according to the National Association of Realtors, the multi-family housing market is the most liquid real estate asset class in the United States, with an average of 5.2 million sales of existing homes per year from 2005 to 2021.

The housing market in the United States has not kept pace with population growth and household formation resulting in a shortage in supply. We believe that this supply imbalance has led to higher demand for housing across the country which ultimately affects housing prices. Due to this shortage of housing, the median home prices have increased much faster than what the consumer can afford creating an affordability problem for many Americans, exemplified in the home price to income ratio. In 1995, the home price to income ratio was 4.24, meaning the median cost of a single-family home in the U.S. was 4.24x the average median income. As of December 31, 2021, the home price to income ratio was 7.58, according to the Federal Reserve Bank of St. Louis. We believe that the “American Dream” of owning is starting to fade from the psychology of the U.S. consumer due to the hurdles associated with purchasing a home and the limited affordable supply available. This is exemplified by changes in the homeownership over the past 15 years where the homeownership rate across the country decreased in 90% of U.S. metropolitan areas. As of the end of 2021, the homeownership rate was 65% compared to 69% at its all-time high in 2004, according to a report by the U.S. Census Bureau.

We believe the multifamily rental industry is well positioned to offer an affordable housing solution as supply constraints in the country continue to keep home prices high and the rate of homeownership low.

As the hurdles of homeownership continue to grow for the average American, we believe that the demand for rental housing has increased. This shift in demand for rental housing is one of the financial components driven by affordability, however there is also a demographic shift in the perspective of housing. Delayed household formation, desired mobility and the illiquidity associated with owning a home are large contributors to the increasing demand for rental housing in the U.S., specifically in the “millennial” population. Millennials, while potentially experiencing higher wage growth compared to previous generations, are also plagued with student debt. According to the Department of Education, as of December 2021, borrowers between ages 24-35 have an average outstanding loan balance of $33,600. This amounts to roughly 8% of the $408,100 median home price in the U.S. Said differently, many millennials have outstanding debt instead of liquidity that could be utilized for a down payment of a home. Millennials are also forming households much later than previous generations, meaning marriage and children are coming later in life. We believe that the combination of student debt and the delay in household formation amongst the millennial population have contributed to the demand for multifamily rental housing.

In addition to these structural hurdles that millennials face with respect to homeownership, we believe that there are psychological and geographic factors that play a part in the demand for rental housing. Psychologically, many millennials do not place as high of a value on home ownership as compared to previous generations. The purchase of a house is typically the largest investment that occurs in an individual’s lifetime and millennials are the generation that witnessed this class of investment depreciate during the financial recession. In addition, many millennials have more mobility due to remote working and improved technology. As commerce, industry and technology improve, fewer Americans will be required to be in an office which may lead to an increase in moving – especially in light of the recent move by many businesses to institute “work from home” policies as a result of the outbreak of COVID-19. The flexibility of being on an annual lease compared to owning a home allows for this optionality and thus aids to drive demand for multifamily rental housing.

Lastly, we believe demand for multifamily rentals will increase as the barriers to homeownership continue to plague the market. While the COVID-19 pandemic brought about historically low interest rates, the rates were met with increased home prices due to the lumber shortage and high materials costs in the United States. During the pandemic, lumber factories were shut down in an effort to comply with the safety restrictions set by the government. As such, lumber prices have jumped almost 200% since April 2020 and according to the National Association of Home Builders, new home prices increased by $35,000.

We believe that these drivers have impacted the multi-family rental industry positively already. Multi-family rental demand has increased by 14% in the past 10 years according to the Census American Community Survey, compared to 31% for single-family properties. Additionally, multi-family properties have outperformed single-family properties with respect to rent growth, vacancies, and rent payment delinquencies. As consumer preferences related to housing evolve, we expect that the demand for multi-family rental housing will increase and outpace other housing sectors.

Recently, the US experienced the fastest increase in prices since 1981, leading to inflation exceeding nine percent (9%) in June 2022 and six and a half percent (6.5%) in December 2022, according to the U.S. Bureau of Labor Statistics. In response, the Federal Reserve raised interest rates by the largest amount since 1994, ending a near four-decade trend of falling, near-zero interest rates. This shift in interest rates drove mortgage rates to their highest levels in nearly 14 years. We believe that the net result of these increases in interest rates further deter home purchase activity generally, but particularly among millennials who are more likely to require debt, which ultimately may lead to an increase in demand for rentals.

Rising inflation may adversely affect a Series by increasing costs of goods, materials, labor, and fuel, which may increase such Series’ operating expenses. In addition, higher interest rates, may make it difficult or expensive for a Series (or the Company on its behalf) to refinance any outstanding indebtedness, including the Acquisition Notes and Bridge Notes, with a new mortgage or other debt financing. As of the date of this Offering Circular, neither the Company nor any of the Series has been materially impacted by inflationary pressures or rising interest rates. The Manager will continue to monitor and assess economic conditions, and intends to take reasonable steps to mitigate any impact on a Series and/or its underlying Property, or the Company in general.

Each Series entered into a Management Agreement with Landa Holdings prior to such Series’ initial Closing. Pursuant to the Management Agreement, the Manager will, among other things, provide certain property management, consulting, Landa Platform hosting and support and legal and accounting services to each Series, as well as provide each Series with a management team and the appropriate support personnel to meet our operational needs. Under the Management Agreement, the Manager’s services include, but are not limited to, identifying properties for potential acquisition, conducting any required due diligence with respect to each property, obtaining property appraisals, coordinating inspections and financing (if needed), negotiating the purchase of the properties, arranging for rental of any properties, undertaking, and providing customized advisory services. In addition, under the terms of the Landa Mobile App License Agreement, each Series was granted a license to use the Landa Platform by the Manager.

While we expect each Series to hold its Property indefinitely, our Manager may also coordinate the disposition of a Property, pursuant to the Master Agreement.

The Manager will receive fees and expense reimbursements pursuant to the Management Agreement for certain services to the Series and the Properties underlying each Series, as set forth in the table below. Neither the Manager nor its affiliates will receive any selling commissions or dealer manager fees in connection with the offer and sale of the Shares.

Within our investment policies and objectives, the Manager will have discretion with respect to the selection of specific investments and the purchase and sale of the Properties. We believe that successful real estate investment requires the implementation of strategies that permit favorable purchases, effective property management and timely disposition of such Properties. As such, the Manager will employ a disciplined investment approach that utilizes its experience with a structure that emphasizes thorough market research, stringent underwriting standards and an extensive down-side analysis of the risks of each investment. The approach also includes active management of each Property acquired.

To execute our disciplined investment approach, the Manager will take responsibility for the business plan of each investment. The following practices summarize our investment approach:

Our investment in real estate generally takes the form of holding fee simple title to the Properties.

Our obligation to purchase any Property generally will be conditioned upon the delivery and verification of certain documents from the seller or developer, including, where appropriate:

In purchasing, leasing and improving or developing Properties, we will be subject to risks generally incident to the ownership of real estate.

The Manager has the authority to make all the decisions regarding the Series’ investments consistent with the investment objectives and leverage policies approved by the Manager and subject to the limitations in the Master Agreement and the Series Designation for such Series.

The Manager will focus on the sourcing, acquisition and management of residential properties. The Manager will source investments from former and current financing and investment partners, third-party intermediaries, competitors looking to share risk and investment, and securitization or lending departments of major financial institutions.

In selecting investments, the Manager will utilize its investment and underwriting process, which focuses on ensuring that each prospective investment is being evaluated appropriately. The criteria that the Manager will consider when evaluating prospective opportunities include:

The Manager will analyze each potential investment’s risk-return profile and review financing sources, if applicable, to ensure that the investment fits within the parameters of financing facilities and to ensure performance of the real estate asset.

We intend to hold and manage the Properties underlying each Series for an indefinite period of time. If the Manager, acting in its sole discretion, decides to sell a particular property, it will seek to achieve a selling price that maximizes the distributions to investors based on then-current market conditions. We cannot assure you that this objective will be realized.

Pursuant to the Master Agreement, the Manager may determine that it is in the best interests of members to dispose of a Property. The determination of when a particular Property should be sold or otherwise disposed of will be made by the Manager, acting in its sole discretion, after consideration of relevant factors, including, but not limited to, prevailing and projected economic conditions, whether the value of the Property is anticipated to appreciate or decline substantially, how any existing lease agreements on a Property may impact the potential sales price, and any other factors that the Manager may deem relevant.

Following the sale of a Property, the Manager will distribute the proceeds of such sale pro-rata to the holders of the Shares of a Series (after payment of any accrued liabilities or debt on the Property or of the Series at that time).

Each Series will be responsible for certain expenses related to such Series or the Property held by such Series (hereinafter “Operating Expenses”), including, but not limited to:

The Manager will bear its own expenses of an ordinary nature, including, all administrative, operating and personnel costs and expenses, taxes, remuneration and expenses paid to employees and utilities expenditures.

If the Operating Expenses exceed the amount of revenues generated from a Series and cannot be covered by any Reserves of such Series, the Manager may (a) pay such Operating Expenses and seek reimbursement and/or (b) loan the amount of the Operating Expenses to the applicable Series and be entitled to reimbursement of such amount from future revenues generated by such Series. In the case that the Manager provides a loan to a Series (other than the Acquisition Note), the Series will be obligated to pay interest no greater than seven percent (7%) on that loan at a rate to be determined solely by the Manager. See “Description of Our Business—Our Manager — Manager Compensation.”

Further, if the Operating Expenses exceed the amount of revenues generated from a Series and cannot be covered by any Reserves of such Series, then you may be unable to receive distributions until the Series can generate revenue.

The Manager owns and operates the Landa Platform, a mobile app-based investment platform. Through the Landa Platform, investors can:

We intend to offer and sell the Shares in our Offerings exclusively through the Landa Platform.

There is significant competition in the real estate industry, including numerous REITs with property acquisition objectives similar to the Series. In addition, we face competition primarily from other real estate investment platform companies such as Roofstock, Inc., Fundrise LLC, Arrived Homes, LLC and Compound Projects, LLC, as well as a range of emerging new companies providing real estate investment products and services. Although we believe that we are well positioned to compete effectively in each facet of our business, there is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business effectively.

Neither the Company, nor any Series, has any employees. The Company is, and each Series, is currently or is expected to be managed by Landa Holdings. Employees of Landa Holdings will provide all operational, administrative, and managerial services to the Company and each Series.

There are no legal proceedings material to our business or financial condition pending and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

The following is a description of the Properties underlying the Series. Each of the Properties will be managed by Landa Holdings, as Manager, pursuant to a Management Agreement.

The Properties were initially acquired by Landa Properties in 2021. In connection with the acquisition of the Properties by Landa Properties, it entered into new lease agreements, or assumed existing lease agreements, with tenants of the Properties.

The following is a description of the Properties underlying the Series being offered pursuant to this Offering Circular. The Properties will be managed by Landa Holdings, as Manager, pursuant to a Management Agreement. The information disclosed in this section is presented as of the date of this Offering Circular.

The tables below set forth information about each of the Properties underlying the following Series being offered pursuant to this Offering Circular.

Information regarding the lease agreements for each of the units of the applicable Property is set forth in the table below as of date of this Offering Circular. Each lease agreement is made to a separate tenant. Should any unit become vacant (whether from non-renewal, default by a tenant, or any other reason), the Manager will seek new tenants for the unit at prevailing market monthly rental rates and on terms substantially in accordance with the applicable lease agreements, forms of which is included as an exhibit to the offering statement of which this Offering Circular is a part and will also be available at the applicable Property Page.

In addition, the information regarding the lease terms (including the information regarding the lease expiration and monthly rent) set forth below is derived from the lease agreements related to the applicable Property. The lease agreements or the form of lease agreements (including the Form of GA Lease Agreement and the Form of NY Lease Agreement) for the applicable apartment unit are attached as exhibits in Part III of the offering statement of which this Offering Circular forms a part. There can be no assurance that the Series will receive a rental payment in any given month from its tenant in such amount on a timely basis or at all.

In addition, from time to time, one or more apartment units may be vacant or a tenant occupying an apartment unit may not renew their lease or vacate the unit and terminate their lease prior to the Lease Expiration Date. If one or more apartment units remain vacant following the qualification date of the offering statement of which this Offering Circular forms a part, then the Series may not have sufficient funds to pay distributions. In addition, for Properties that are not fully leased (i.e., that do not have 100% occupancy), the Manager may not earn all of its Management Fee until the Manager enters into a new lease agreement for this apartment unit. For discussion of factors that may result in the Series not receiving payments of monthly rental income, please see “Risk Factors—Risks Related to the Properties and the Series—Each Series will depend on tenants for its revenue, and lease defaults, terminations, or other events preventing collection of rents could reduce its net income and limit its ability to make distributions to investors.”

In the event that we enter into a new lease agreement, we will disclose the new lease terms in a supplement to this Offering Circular, an Offering Circular supplement filed post-qualification under Rule 253(g)(2) of Regulation A, or a current report on Form 1-U, as applicable. If an apartment unit becomes and/or remains vacant after qualification of the offering statement, all fees and expenses will be paid using the Series’ Reserves or will be paid by the Manager. Please see the section entitled “Risk Factors – We may be unable to renew lease agreements with existing tenants or enter into leases with new tenants.”

The following is a summary of the terms of the applicable lease agreement and does not purport to be a complete description of such terms. After the Lease Expiration Date, the applicable lease agreement will become a month-to-month lease, unless the tenant provides written notice within thirty (30) days of an intention to terminate the lease agreement.

Please see the Master Series Table for information regarding taxes and insurance for the Properties.

The Monthly Management Fee payable by each Series is currently eight percent (8%) of the Gross Monthly Rent for the Properties located in Georgia and (5%) of the Gross Monthly Rent for the Properties located in New York. The Monthly Management Fee may be changed at any time, in the sole discretion of the Manager, but at no time, will it exceed ten percent (10%) of the Gross Monthly Rent.

We expect each Series will contribute monthly to its Reserve by allocating up to fifteen percent (15%) of its Gross Monthly Rent to the Reserve, such allocation beginning after the commencement of the Series’ Offering.

Initially, each Series issues an Acquisition Note to the Manager to finance 100% of the costs associated with the expected acquisition of its Property. Each Acquisition Note represents a related-party loan between each respective Series and the Manager. The Acquisition Notes issued by the Series bear an interest rate of four and a half percent (4.5%) per annum, provided that interest will not accrue on the Acquisition Notes issued by the Series, and no payment of amounts outstanding under such Acquisition Notes will be due, prior to the transfer to the applicable Series of title to its Property, and if such title transfer does not occur prior to the maturity of such Acquisition Note, such Acquisition Note will terminate with no obligation for the Series to make any payment thereunder. Title to the Property underlying the applicable Series will only be transferred following qualification of the offering statement and prior to the initial Closing of sales of Shares of the Series. Each Series will use substantially all the net proceeds from its Offering to pay down all or a portion of the outstanding balance under its Acquisition Note.

The current amounts and terms of each Acquisition Note are listed in the table below. Each Acquisition Note is an unsecured obligation of the applicable Series. Please see the Form of Promissory Note, by and between Landa Holdings, Inc. and a Landa App 3 LLC Series (the Acquisition Note) (the “Form of Acquisition Note”) which is included as an exhibit to this Offering Circular for more information.

All rental income that has accumulated prior to the commencement of an Offering will be distributed to the Manager prior to such commencement. Each Series will use substantially all of the net proceeds from its Offering to pay down a portion of the outstanding balance under its Acquisition Note.

Each Series may obtain an additional related party loan from the Manager following the Offering of its Shares, which may be used, among other things, to refinance any borrowings relating to its Property or, in the event a Series incurs a significant unforeseeable expense or vacancy, to cover its debt obligations or other liabilities, or to cover Operating Expenses, not otherwise covered by the Series’ Reserves. In the case that the Manager provides a loan to a Series (other than the Acquisition Note), the Series will be obligated to pay interest no greater than seven percent (7%) on that loan at a rate to be determined solely by the Manager.

In addition, each Series may also seek to refinance any outstanding indebtedness with a non-affiliate mortgage and/or other non-affiliate debt financing. We expect that any third-party mortgage and/or other debt instruments that a Series enters into in connection with a refinancing of a Property will be secured by a security interest in the title of such Property and any other assets of the Series. Each Series may also seek to further refinance any outstanding indebtedness if more favorable terms become available to it.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Landa App 3 LLC (the “Company”) is a Delaware series limited liability company.

The Company was formed for the purpose of creating the Series and offering Shares in such Series, and may form new series from time to time. Each Series will be governed by the Master Agreement and the Series Designation for such Series, which is included as an exhibit to this Offering Circular and will also be available at the applicable Property Page. We expect that the Company’s, and each Series’, sole source of income will be from rental income and any profits on the appreciation of any Property, if there is a disposition of the Property.

The purpose of the Series is to acquire, hold and manage multifamily rental properties and offer an investment opportunity for eligible investors to benefit from the performance of such Properties. We are offering a maximum of 100,000 Shares of each of the Series of the Company, at the respective purchase prices listed on the cover page of this Offering Circular. Each Series currently holds title to its underlying Property.

The Series’ primary investment objective is to acquire desirable multifamily rental properties that provide attractive, risk adjusted, returns. We intend to acquire Properties located in “metropolitan statistical areas” that provide economic growth and strong rental demand. Our objective is to operate and manage each of the Properties in an effort to maximize net rental income and the amount of cash flow that is distributed to the holders of the Shares of the applicable Series. To that end, we will target Properties that we believe are in a stable condition as we determine through due diligence during the acquisition process. We will seek to acquire Properties that we believe will provide monthly net income distributions to investors, without holding periods, and without charging asset management fees. Real estate acquisitions will be on an opportunistic basis. However, there is no assurance that our management or acquisition objectives will be realized.

The tables below provide information with respect to recent developments of the Series including dividend payments, lease renewals, vacancies and defaults. These recent developments are incorporated by reference to their respective hyperlinked Form 1-U filed by the Company and incorporated herein by reference.

The international spread of COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. The extent to which this pandemic could continue to affect our financial condition, liquidity, and results of operations is difficult to predict and depends on evolving factors, including, but not limited to, duration, scope, government actions, and other social responses. Beginning in March 2020, many states in the U.S., including Georgia and New York, where our Properties are located, implemented stay-at-home and shutdown orders for all “non-essential” business and activity in an aggressive effort to mitigate the spread of COVID-19. These orders have continued to evolve resulting in a full or partial lifting of these restrictions at various points over the past two years. Vaccinations for the COVID-19 virus have been widely distributed among the general U.S. population which has resulted in a loosening of previously mandated restrictions. However, the potential emergence of vaccine-resistant variants of COVID-19 could trigger restrictions to be put back in place. Such restrictions may include mandatory business shut-downs, reduced business operations and social distancing requirements.

The pandemic’s duration and severity and the extent of the adverse health impact on the general population and on the local population where our Properties are and will be located are unknown. These, among other items, will likely impact the economy, the unemployment rate and our operations and could materially affect our future consolidated results of operations, financial condition, liquidity, investments and overall performance. In addition, our business may be affected by our ability to hire and/or maintain adequate staffing and disruption in the supply chain for building, construction and related goods and materials. For more information, please see the section entitled “Risk Factors – The COVID-19 pandemic may adversely affect our business.”

The Company and each Series commenced operations on June 24, 2022. Upon the commencement of operations, the Company incurred and is expected to incur significant additional expenses, and will remain dependent on additional capital resources. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. See Note 2 of the Financial Statements incorporated by reference to this Offering Circular.

As of December 31, 2022, the Company itself had no cash or cash equivalents on hand. Cash is held at the Series level. On a total combined basis, as of December 31, 2022 the Series in the aggregate had $206,053 on hand. The following table summarizes the cash and cash equivalents by Series:

At the Closing of the first Offering of each Series, each Series distributed all cash held by such Series to the Manager, except for the initial reserve allocation for such Series, as described above under “Use of Proceeds.”

In connection with acquisition of its Property from Landa Properties, each Series issued an Acquisition Note to the Manager. The Acquisition Notes represents unsecured related-party loans between each respective Series and Landa Holdings. The Acquisition Notes bears an interest rate of up to four and a half percent (4.5%) per annum, provided that interest did not accrue on the Acquisition Notes issued by each Series, and no payment of amounts outstanding under such Acquisition Notes were due, prior to the transfer to the applicable Series of title to its Property.

Each Acquisition Note includes payment to the Manager of an Acquisition Fee ranging from five percent (5%) to ten percent (10%) of the purchase cost of the Property. The Acquisition Fee for each Series was calculated by the Manager, acting in its sole discretion, based on several factors including the purchase cost of the Property, as well as sourcing and due diligence costs incurred in connection with the acquisition of the Property. The foregoing is a summary of the terms of the applicable Acquisition Note and does not purport to be a complete description of such terms. Please see the Form of Promissory Note which is included as an exhibit to the offering statement of which this Offering Circular forms a part.

Accordingly, each Series will use substantially all of the net proceeds from its Offering to pay down a portion of the balance of its Acquisition Note. For information regarding the anticipated use of proceeds from each Series’ Offering, see “Use of Proceeds.”

Each Series may seek to further refinance any outstanding indebtedness. The Manager may from time to time modify a Series’ financing policy in its discretion in light of then-current economic conditions, relative costs of debt and equity capital, market values of its Property, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors. The Series cannot exceed the leverage limit of its leverage policy unless any excess in borrowing over such level is approved by the Manager. See “Description of Our Business – Investment Strategy” for more details regarding the Series’ leverage policies.

We expect the Series to hold each of the Properties indefinitely; however, the Manager, acting in its sole discretion, may dispose of a Property and dissolve a Series pursuant to the terms of the Master Agreement.

Further, each Series will have certain fixed Operating Expenses, which in the case of the Series will be regardless of whether it is able to raise substantial funds in its Offering.

Each Series expects to use its capital resources to make certain payments to the Manager in connection with the management of its Property and costs incurred by the Manager in providing services to it.

The Manager will receive fees and expense reimbursements pursuant to the Series’ management agreement.

Neither the Manager nor its affiliates will receive any selling commissions or dealer manager fees in connection with the offer and sale of the membership interests.

The Manager or its affiliates may provide loans to the Series following its offering, which will be used, among other things, to refinance any borrowings relating to such Series’ Property or, in the event a Series incurs a significant unforeseeable expense or vacancy, to be used by such Series to cover its debt obligations or other liabilities. In the case that the Manager provides a loan to a Series, the Series will be obligated to pay interest no greater than seven percent (7%) on that loan at a rate to be determined solely by the Manager. See “Description of the Properties–Loans–Additional Borrowings” for more information.

We have previously launched a number of Series and we may launch an as of yet undetermined number of additional Series and related Offerings in the next twelve (12) months with Properties that we acquire from our affiliates, including Landa Properties, as well as Properties acquired from third parties. The proceeds from any additional Offerings closed during the next twelve (12) months will be used for, among other things, the acquisition of Properties by the Series conducting the Offerings. No investor in any Series will, by virtue of its interest in such Series, including its underlying Property, have any interest in, or rights to acquire an interest in, any other Series.

While each Series intends to hold its Property indefinitely, as each Property reaches what the Manager believes to be its optimum value, the Manager may consider disposing of such Property. Please see “Description of our Business – Our Manager – Disposition Policies” for more information about our disposition policy with respect to the Properties.

We expect that the rental income earned from each Series’ Property will satisfy each Series’ cash requirements. Each Series may seek additional capital in the form of debt financing from other financing sources to satisfy any additional cash requirements, including a related-party loan between each Series and the Manager.

The following table sets forth key components of our results of operations during the initial period of June 24, 2022 (Commencement of Operations) through December 31, 2022 (the “Initial Period”)

Revenues are generated at the Series level and are derived from rental revenues. Rental revenues consist of rental amounts collected under the lease agreements related to each Series’ Property, net of any concessions and uncollectible amounts. Each Series enters into a lease agreement directly with tenants. We expect each lease agreement to have a term of one year, and in certain cases may extend to a month-to-month lease, and we expect to enter into new lease agreements with one-year terms as well.

We generated rental revenues of $294,391 for the Initial Period. The following table summarizes the rental income by Series:

The Operating Expenses incurred by each Series prior to such Series acquiring title to its underlying Property from Landa Properties were paid by the Manager. For more information about the Operating Expenses of the Series and the Properties, please see “Description of our Business – Operating Expenses” of our Offering Circular, which can be found here and is incorporated herein by reference.

Each Series is responsible for its own Operating Expenses once it acquires title to its underlying Property.

For the Initial Period, the Series incurred a total aggregate of $347,830 in Operating Expenses (calculated on a combined basis).

As a result of the cumulative effect of the foregoing results of operations, we generated aggregate net losses of $438,155 for the Initial Period. Of this, $244,309 is interest expense and professional fees incurred by the Company and is not attributable to the individual series. The following table summarizes net income/(loss) for each Series:

Each Series issued an Acquisition Note to the Manager to finance 100% of the costs associated with the acquisition of its Property.

See “Description of the Properties–Loans–Acquisition Notes” for more information on each Acquisition Note.

While the ongoing impact of COVID-19 has created uncertainty about the overall stability of the economic and financial market, we remain encouraged by the fundamentals of the residential housing market and believe there will be an increased demand for multi-family rentals. As we look ahead the next three years, we believe improving fundamentals, transactions, and residential real estate lending activities will continue to strengthen in core United States metro markets. We also expect high foreign direct investment in United States markets and real estate assets to continue. Further, the assistance provided by governmental support programs and commitments is expected to support U.S. capital markets over the immediate future.

If markets continue to strengthen, the competition for risk-adjusted yield will become increasingly fierce. We believe that innovative funding options and quicker closing timelines from the Manager allow for greater financing availability in a period of rising competition amongst capital providers.

However, risks related to inflation, interest rate hikes and regulatory uncertainty could adversely affect growth and the values of our investments. In the event market fundamentals deteriorate, our real estate portfolio may be impaired as a result of lower occupancy, lower rental rates, and/or declining values. Further, these circumstances may materially impact the cost and availability of credit to borrowers, hampering the ability of the Manager to acquire new investments with attractive risk-reward dynamics.

Over the short term, we remain cautiously optimistic about the opportunity to acquire investments offering attractive risk-adjusted returns in our targeted investment markets. However, we recognize disruptions in financial markets can occur at any time. By targeting modest leverage and short target investment durations, we believe we will remain well positioned, as compared to our competitors, in the event current market dynamics deteriorate.

Rising inflation may adversely affect a Series by increasing costs of goods, materials, labor, and fuel, which may increase such Series’ operating expenses. In addition, higher interest rates, may make it difficult or expensive for a Series to refinance any outstanding indebtedness, including the Acquisition Notes (as defined in the Offering Circular), with a new mortgage or other debt financing. As of the date of this Offering Circular, neither the Company nor any of the Series has been materially impacted by inflationary pressures or rising interest rates. The Manager will continue to monitor and assess economic conditions, and intends to take reasonable steps to mitigate any impact on a Series and/or its underlying Property, or the Company in general.

A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies in internal controls, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected and corrected on a timely basis.

See “Risk Factors—Our independent auditors identified a material weakness in our internal control over financial reporting, which, if not remedied, could have a significant adverse effect on our ability to report our financial results accurately and timely in the future.”

The preparation of financial statements in conformity with GAAP requires the Manager to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

For each Series, the purchase price for the Shares of such Series was determined by the Manager and was calculated by dividing (a) the total amounts outstanding under the Series’ Acquisition Note by (b) 100,000, which represents the total expected Shares to be issued in such Series.

Landa Holdings, as the Manager, will manage the day-to-day operation of the Company and each of the Series. Landa Holdings also owns and operates the Landa Platform, through which investors may indirectly invest, through the purchase of Shares of a Series, in a Property.

We are offering a maximum of 100,000 Shares of each of the Series of the Company, at the respective purchase prices set forth on the cover page of this Offering Circular, pursuant to the terms and conditions set forth in the applicable Series Materials. The Shares are being offered to the public on a “best efforts,” no offering minimum basis, and therefore, we are only required to use our best efforts to sell the Shares of each Series. Neither the Manager nor any other party has a firm commitment or obligation to purchase any of the Series’ Shares.

The Shares will be offered through the Landa Platform. We do not intend to use commissioned sales agents or underwriters as part of the Offerings. We expect that the officers of the Manager will offer and sell the Shares in reliance upon the exemption from registration contained in Rule 3a4-1 of the Exchange Act and will not receive any compensation from the offer or sale of the Shares. For additional information about the Landa Platform, please see “Offering Summary—The Landa Platform.”

The Company has engaged Dalmore Group, LLC, a broker-dealer registered with the SEC and a member of FINRA (the “Broker Dealer”) pursuant to a Broker Dealer Agreement dated May 3, 2021 (the “Broker Dealer Agreement”). The Broker Dealer Agreement has a 12-month term and will renew automatically for successive 12-month terms unless either party provides notice of non-renewal at least 60 days prior to the expiration of the then-current term. Under the Broker Dealer Agreement, the Broker Dealer’s role in each Offering is limited to serving as the broker dealer of record, including, but not limited to, processing transactions for potential investors and providing investor qualification recommendations (e.g., “Know Your Customer” and anti-money-laundering checks) and coordinating with third-party providers to ensure adequate review and compliance. The Broker Dealer will have access to the subscription information provided by investors for each Offering by processing transactions by investors through the Landa Platform. The Broker Dealer will not solicit any investors on our behalf, act as underwriter or provide investment advice or investment recommendations.

Pursuant to the Broker Dealer Agreement, the Company agreed to indemnify the Broker Dealer and each of its affiliates and their respective representatives and agents for any loss, liability, judgment, arbitration award, settlement, damage or cost (which we refer to as losses) incurred in any third-party suit, action, claim or demand (which we refer to, collectively, as a proceeding) arising out of (i) our breach of any provision of the Broker Dealer Agreement, (ii) our wrongful acts or omissions, or (iii) the Offerings under this Offering Circular, to the extent not based upon a breach of the agreement by the Broker Dealer and/or the wrongful acts or omissions of the Broker Dealer or the Broker Dealer’s failure to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under the Broker Dealer Agreement. The Broker Dealer agreed to indemnify us and each of our affiliates and their and our representatives and agents from any losses arising out of any proceeding arising out of (y) the Broker’s breach of the Broker Dealer Agreement or (z) the wrongful acts or omissions of the Broker Dealer or the Broker Dealer’s failure to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under the Broker Dealer Agreement. Neither party is liable for any losses that result from gross negligence, fraud or willful misconduct by the other party.

As compensation for the services listed above, the Company has agreed to pay the Broker Dealer the following fees (collectively, the “Broker Fee”):

Although the Company agreed to pay the Broker Fee pursuant to the Broker Dealer Agreement, the Manager has agreed to pay the Broker Fee, and will immediately reimburse the Company for any Broker Fee payment.

The Shares will not be offered or sold in states where the Broker Dealer is not registered as a broker-dealer pursuant to the applicable state law or in any jurisdictions where it is not lawful to offer and sell the Shares.

Neither the Company nor the Manager is a registered broker-dealer, an investment adviser or a funding portal. The Company and the Manager do not participate in securities offerings made in reliance on Securities Act Section 4(a)(6) and Regulation Crowdfunding. Neither the Company nor the Manager will make any sales prior to the qualification of the offering statement of which this Offering Circular forms a part.

This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download from the Landa Platform, as well as on the SEC’s website at www.sec.gov.

We expect that there will be multiple closings for each Offering at which time Shares will be sold and the subscription price will be transferred to the operating account of the Series (each, a “Closing”). Each Closing will occur promptly following the acceptance of a subscription. A subscription will be accepted or rejected in whole or in part at the Manager’s sole discretion within 10 business days following receipt of such subscription. The Manager will accept subscriptions on a first-come, first-served basis subject to the right to reject or reduce subscriptions. In addition, the Manager may limit the amount of Series’ Shares that an individual investor may subscribe for.

To the extent that the funds are not ultimately received by us, whether due to an ACH chargeback or otherwise, the Subscription Agreement will be considered terminated, and the subscriber will not be entitled to any Shares subscribed for or dividends that may have accrued.

In compliance with Rule 253(e) of Regulation A, we will revise the offering statement of which this Offering Circular forms a part during the course of the Offerings whenever a new series is offered, information herein has become false or misleading in light of existing circumstances, material developments have occurred, or there has been a fundamental change in the information initially presented. Such updates will not only correct such misleading information but will also provide updated financial statements and will be filed as an exhibit to the offering statement of which this Offering Circular forms a part and be requalified under Rule 252 of Regulation A.

The Offerings will be a continuous offering pursuant to Rule 251(d)(3)(i)(F) of Regulation A. The term of each Offering will commence within two (2) calendar days after the first qualification date of the offering statement of which this Offering Circular forms a part and, unless earlier terminated by the Manager, each Series will offer Shares until no later than the second anniversary of such qualification date. The Shares will not be offered or sold in the Offerings on an “at the market” basis.

The Manager or its affiliates will pay on behalf of each Series all costs incurred in connection with the organization and the offering of the Series’ Shares (the “Offering Expenses”). Offering Expenses include, but are not limited to, legal, accounting, fees incurred in connection with the custody accounts, transfer agent, underwriting, filing and compliance costs, as applicable, related to a specific offering.

The Acquisition Notes issued by each Series to the Manager in connection with the expected acquisition of its Property included amounts attributable to an Acquisition Fee due to the Manager ranging from five percent (5%) to ten percent (10%) of the purchase cost of the Property.

The Acquisition Notes issued by each Series to the Manager in connection with the acquisition of its Property included amounts attributable to any and all fees, costs and expenses incurred in connection with the evaluation, discovery, and investigation of such Property incurred prior to such acquisition, including legal fees associated with the title insurance, appraisal costs and inspection costs, and any other expenses associated with the acquisition of a Property (the “Property Diligence Expenses”).

Each Series will maintain an unrestricted cash reserve in its account to cover any expected or unanticipated Operating Expenses that may arise or to cover other general corporate or working capital expenses (a “Reserve”).

Each Series’ Reserve was initially funded in connection with the Acquisition Note issued by each Series to the Manager at the time of the acquisition of its Property. The initial funding amount was determined by the Manager based on, among other things, the purchase cost of the Property, the condition of the Property and any expected expenses associated with the Property or the Series. Each Series will further contribute to the Reserve by allocating approximately seven percent (7%) to fifteen percent (15%) of the Gross Monthly Rent to the Reserve, or by allocating amounts previously attributed as “Improvement Costs” in connection with the issuance of the Acquisition Note that are incurred or expected to be incurred as Operating Expenses of each Series following the date of this Offering Circular, as determined by the Manager acting in its sole discretion.

In the event that a Series is unable to collect rent for a given month, the Series may make a distribution out of its Reserve.

If the Manager elects to effectuate a dissolution for a given Series, the Reserve for such Series will be distributed to each member of such Series in accordance with the Master Agreement.

The Shares are being offered and sold only to “qualified purchasers” (as defined in Regulation A). As a Tier 2 offering pursuant to Regulation A, this Offering will be exempt from state “Blue Sky” law review, subject to certain state filing requirements and anti-fraud provisions, to the extent that the Shares offered hereby are offered and sold only to “qualified purchasers” or at a time when the Shares are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in the Shares does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). However, the Shares will be offered and sold only to those investors that are within the latter category (i.e., investors whose investment in the Shares does not represent more than 10% of the applicable amount), regardless of an investor’s status as an “accredited investor.” Accordingly, the Manager reserves the right to reject any investor’s subscription in whole or in part for any reason, including if it determines in its sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A. If the Offering terminates or if any prospective investor’s subscription is rejected, all funds received from such investors will be promptly returned without interest or deduction.

The Shares will be issued in book-entry form without certificates and will be recorded and maintained on the Company’s books and records.

All Shares will be issued in electronic form only and will not be listed or quoted on any national securities exchange. We expect that after a Series’ Offering has concluded, the Secondary Trading Platform will be the only venue available for the potential resale of such Series’ Shares through the Broker Dealer, as a broker dealer member of the Secondary Trading Platform; provided, however, such resale of a Series’ Shares will be subject to federal and state securities laws and the restrictions in the Master 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.

The Secondary Trading Platform is only available on the Landa Platform and prospective investors must create a Landa Account and must be approved to transact on the Landa Platform before being permitted to access the Secondary Trading Platform. In addition, only prospective investor that have been approved by the Broker Dealer and successfully onboarded onto the Landa Platform may engage in secondary transactions on the Landa Platform or access any trading information with respect to secondary trading of the Shares.

The Manager may withhold a transfer in its sole discretion, including if the Manager determines that such transfer, assignment or pledge would result in (a) there being more than 2,000 beneficial owners of the Series or more than 500 beneficial owners of the Series that are not “accredited investors,” (b) the assets of the Series being deemed “plan assets” for purposes of ERISA, or (c) the Company, the Series or the Manager being subject to additional regulatory requirements.

Please refer to the applicable Series’ Subscription Agreement and the Master Agreement for additional information regarding restrictions on transfer that may be applicable to the Shares.

All funds deposited into a Landa Account will be placed into a non-interest-bearing custody account maintained by the Custodian. These funds will not be commingled with the operating account of the applicable Series, until, if and when there is a Closing for the Offering of that specific Series with respect to the Shares that the applicable investor has subscribed for, which will occur promptly following the submission and acceptance of each subscription. All bank services provided by the Custodian will be provided directly by Evolve Bank & Trust, Member FDIC.

Potential investors who are “qualified purchasers” may subscribe to purchase Shares in a Series. If you wish to acquire Shares you must:

The Company, the Manager and the Broker Dealer will rely on the information you provide in the Landa Platform and your Subscription Agreement, and the supplemental information you provide in order for the Manager and the Broker Dealer to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued the Shares, please notify the Manager immediately using the contact details set out in the Subscription Agreement.

For further information on the subscription process, please contact the Manager using the contact details set out in the “Additional Information” section.

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with the Offerings. These materials may include information relating to the Offerings, the past performance of the Manager and its affiliates, information regarding a Property, articles online and offline ads, including images and videos on social media, search engines, Apple Store, Google Play store and other publications concerning real estate, or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials may contain information that is not set forth in this Offering Circular, all material information with respect to the Offerings will be set forth in this Offering Circular and these additional materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the shares. Nevertheless, these materials may not give a complete understanding of the Offerings. The Offerings are being made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with any decision to invest in the Shares. In the event that we engaged in any communications to determine whether there is any interest in the Offerings in accordance with Rule 255 of Regulation A, we will file any such materials as exhibits to the offering statement of which this Offering Circular forms a part.

Each Series’ respective business practices and Properties are, or will be, subject to regulation by numerous federal, state and local authorities including, but not limited to the following:

The Shares offered hereby are “securities,” as defined in the Securities Act and under state securities laws. The Securities Act provides, among other things, that no sale of any securities may be made except pursuant to a registration statement that has been filed with the SEC, and has become effective, unless such sale (or the security sold) is specifically exempted from registration. State securities laws have analogous provisions.

In the Offerings, Shares are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As Tier 2 offerings pursuant to Regulation A under the Securities Act, the Offerings will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that the Shares offered hereby are offered and sold only to “qualified purchasers” or at a time when the Shares are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in the Shares does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, the Manager reserves the right to reject any investor’s subscription in whole or in part for any reason, including if it determines in its sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

The Shares being offered hereby have not been registered under the Securities Act. Neither the SEC nor any state securities commission or regulatory authority approved, passed upon or endorsed the merits of the Offerings. The offering and proposed sale of the Shares described herein will be made pursuant to an exemption from registration with the SEC pursuant to Regulation A.

Our Company is not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Manager is not and will not be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and the Shares do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act.

Federal, state and local laws and regulations impose environmental controls, disclosure rules and zoning restrictions that directly impact the management, development, use, and/or sale of real estate. Such laws and regulations tend to discourage sales and leasing activities with respect to some properties, and may therefore adversely affect us specifically, and the real estate industry in general. Our failure to uncover and adequately protect against environmental issues in connection with the target purchase of real estate may subject us to liability as a buyer of such real estate. Environmental laws and regulations impose liability on current or previous real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at the property. We may be held liable for such costs as a subsequent owner of such property. Liability can be imposed even if the original actions were lawful and we had no knowledge of, or were not responsible for, the presence of the hazardous or toxic substances. Further, we may also be held responsible for the entire payment of the liability if we are subject to joint and several liability and the other responsible party or parties are unable to pay. We may also be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the real estate, including the presence of asbestos containing materials. Insurance for such matters may not be available. Additionally, new or modified environmental regulations could develop in a manner that could adversely affect us.

Certain laws and regulations govern the removal, encapsulation or disturbance of asbestos containing materials (“ACMs”), when those materials are in poor condition or in the event of building renovation or demolition, impose certain worker protection and notification requirements and govern emissions of and exposure to asbestos fibers in the air. These laws may also impose liability for a release of ACMs and may enable third parties to seek recovery against us for personal injury associated with ACMs.

Under the ADA, all places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. The Properties must comply with the ADA to the extent that they are considered “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in public areas of properties where such removal is readily achievable. We believe that the Properties are or will be in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. In addition, we will continue to assess our compliance with the ADA and to make alterations to our projects as required.

We are required to operate the Properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to the Properties. We are also required to comply with labor laws and laws which prohibit unfair and deceptive business practices with consumers. The Properties will also be subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning fair housing and real estate transactions in general. These laws might cause us to incur substantial compliance and other costs. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on its ability to make distributions to holders at historical levels or at all.

The Company and each Series are managed by the Manager and do not have directors or executive officers. The Manager is the sole member of the Company and neither the Manager nor any of its directors or executive officers own Shares in any of the Series.

As of the date of this Offering Circular, there were no persons who beneficially own more than 10% of the Shares of any Series.

Neither the Company, nor any Series, have any employees, and we do not expect the Company or any Series to hire any employees.

The following individuals constitute the members of the board of directors (the “Board”), executive management and significant employees of the Manager:

There are no family relationships between any director, executive officer or significant employee of the Manager.

Yishai Cohen, Chairman, Chief Executive Officer and President. Mr. Cohen is the co-founder of Landa Holdings, Inc. and has served as its President and Chairman of the Board since September 2019, and its Chief Executive Officer since April 2020. Prior to founding Landa Holdings, Inc., Mr. Cohen was the founder of Smart|Bus, an Israeli-based business-to-business transportation platform, which was acquired in 2016. Mr. Cohen has extensive experience in internet and mobile products, marketplaces and technology.

Amit Assaraf, Chief Technology Officer and Director. Mr. Assaraf is the co-founder of Landa Holdings, Inc. and has served as its Chief Technology Officer and member of the Board of Landa Holdings, Inc. since September 2019. Mr. Assaraf has over 10 years of experience in software engineering and system architecture, specializes in consumer products and cyber security. Prior to co-founding Landa Holdings, Inc., Mr. Assaraf served as a technical lead of several high-tech companies, including Landbridge Ltd., Helpi Ltd., Genesis Labs Ltd., and CityPark Ltd. Mr. Assaraf is a graduate of the Elite Intelligence Unit 8200 of the Israeli Defense Forces.

Arnon Dinur, Director. Mr. Dinur has served as a member of the Board of Landa Holdings, Inc. since September 2019. Mr. Dinur is a partner at 83North, and serves also as a director at Applicaster Ltd., Beach Bum Ltd., Lendbuzz, Inc., Marqeta, Inc., Mixtiles Ltd., EX.CO Ltd., Podimo ApS, Snappy App, Inc., Stuff That Works Ltd., Superplay Ltd., Terrascope Limited (Fatmap) and VIA Transportation, Inc. He also serves as a board observer at Bluevine Capital Inc. and Wolt Enterprises Oy. Mr. Dinur is also a board member at Lobby99, a non-profit organization. Mr. Dinur holds an LL.B. in Law and a BA in accounting from Tel Aviv University, and an MBA from the University of Texas at Austin.

Gigi Levy-Weiss, Director. Mr. Levy-Weiss has served as a member of the Board of Landa Holdings, Inc. since September 2019. Mr. Levy-Weiss is the founding partner of NFX, a $275 million leading seed venture firm. Prior to NFX, Gigi served as the CEO of 888 Holdings, PLC (LSE: 888.L). Mr. Levy-Weiss previously founded, and assumed senior positions at, a number of startups including Playtika and Inception, and has been an investor in companies such as Kenshoo, Moon Active, Plarium, MyHeritage, Optimove, Selina, Houseparty, R2Net, SimilarWeb, NanoRep, Replay Technology, and SpaceApe. Mr. Levy-Weiss currently serves on the Supervisory Board of Bertelsmann SE & Co. KGaA and on the Client Advisory Council of Facebook. In addition, Mr. Levy-Weiss is a member of the board of directors of the Middle East Entrepreneurs of Tomorrow and is a member of the advisory board of the Technology Management, Innovation and Entrepreneurship MBA at Tel Aviv University. Mr. Levy-Weiss served as a pilot in the Israeli Air Force and holds an MBA from the Kellogg School of Management at Northwestern University.

Yaniv Sarig, Director. Mr. Sarig has served as a member of the Board of Landa Holdings, Inc. since September 2019. Mr. Sarig is a co-founder, director and President and Chief Executive Officer of Mohawk Group, Inc. Prior to co-founding Mohawk, Mr. Sarig led the Financial Services Engineering department at Coverity, a leading software startup providing code quality and security solutions for top financial institutions and hedge funds in New York including NYSE, Nasdaq, JPMC and Barclays, from April 2012 to April 2014. Before joining Coverity, Mr. Sarig held lead technical roles at Bloomberg from October 2011 to April 2012 and EPIQ Systems, Inc. (Nasdaq: EPIQ), a legal process outsourcing company, from February 2006 to October 2011. Prior to moving to New York City, Mr. Sarig lived in Israel where he held various software engineering roles at startups from various industries including companies involved in digital printing solutions and military navigation systems. Mr. Sarig served in the IDF Special Forces where he obtained the rank of Sergeant First Class and holds a BS in Computer Science from Touro College.

Neither the Company, nor any Series has any executive officers or employees, nor do the Company or any Series currently intend to hire any executive officers or employees who will be compensated directly by us. Each of the executive officers of our Manager manages our day-to-day affairs; oversees the review, selection and recommendation of investment opportunities; services acquired investments; and monitors the performance of these investments to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of our Manager, from our manager. Although each Series indirectly bears some of the costs of the compensation paid to these individuals, through the Monthly Management Fee that each Series pays to the Manager, we do not intend to pay any compensation directly to these individuals.

The Manager will receive fees and expense reimbursements pursuant to the Management Agreement for certain services relating to the Series and the Series’ Properties. Neither the Manager nor its affiliates will receive any selling commissions or dealer manager fees in connection with the offer and sale of the Shares in the Offerings.

For additional information, see “Description of Our Business – Manager Compensation.”

We are subject to various conflicts of interest arising out of our relationship with Landa Holdings and its affiliates.

Title to each of the Properties underlying the Series was previously transferred from Landa Properties to such Series.

The acquisition of the properties by the Series were not, or will not be, arm’s length transactions. Each Series treated, or will treat, its acquisition as a transaction between entities under common control per Accounting Standards Codification (“ASC”) 805-50 and recorded, or will record, the transaction at its carryover basis.

Nevertheless, Landa Properties acquired each Property for either the same purchase cost that each Series paid for such property or the most recent appraisal or BPO value for such Property.

Additionally and in order to facilitate transfer of title from Landa Properties to each Series, the Company, on behalf of each Series, issued six (6) senior secured bridge notes to certain third party lenders in order to refinance prior debt that was attributable to each Property at the time title was transferred to each Series from Landa Properties (each a “Bridge Note”, and collectively, the “Bridge Notes”). The principal amounts and associated interest for each Bridge Note are not attributable to any individual Series. Rather, such amounts are attributable to the Company and will be paid for by the Manager; neither the Company nor any Series will be required to reimburse the Manager for interest payments or principal amounts on the Bridge Notes. The Bridge Notes are collateralized by the Property underlying the respective Series. The Bridge Notes were entered into pursuant to the terms of the Master Agreement.

See “Description of the Properties–Loans–Acquisition Notes” for information about the terms of each Acquisition Note.

The executive officers of the Manager will also manage operations for the Company and each Series, as well as the Properties. These persons will have legal obligations with respect to those entities that are similar to their obligations to us. In the future, however, these persons and other affiliates of the Manager may organize other real estate-related programs and acquire for their own account real estate properties that may be suitable for us.

In addition, each of the Manager’s executive officers will also serve as officers of other affiliated entities. As a result, they will owe duties to each of these entities, their holders, members and limited partners. These duties may from time-to-time conflict with the duties that they owe to the Company and each Series. These persons will also have conflicts of interest with respect to our agreements and arrangements with the Manager and other affiliates of the Manager, which were not negotiated at arm’s length, and their terms may not have been as favorable to us as if they had been negotiated at arm’s length with an unaffiliated third party. Except as provided in the Master Agreement and the Series Designation for such Series or the applicable Management Agreement, the Manager is not required to make available any particular individual available to us or any Series.

The Manager’s executive officers will not be required to devote a specific amount of time to our affairs. As a result, we cannot provide any assurances regarding the amount of time the Manager will dedicate to the management of our business. Accordingly, we may compete with the Manager and any of its current and future programs, funds, vehicles, managed accounts, ventures or other entities owned and/or managed by the Manager or one of its affiliates, which we refer to collectively as the Landa Holdings-sponsored vehicles, for the time and attention of these officers in connection with our business. We may not receive the level of support and assistance that we might otherwise receive if we were internally managed.

In connection with the expected acquisition of its Property from Landa Properties, each Series issued an Acquisition Note to the Manager, the principal amount of which note reflected the purchase cost paid by Landa Properties for the Property or the most recent appraisal price, as applicable, payment to the Manager of an Acquisition Fee, reimbursement to the Manager of actual expenses incurred in connection with the evaluation, discovery, and investigation of the Property, and the initial amount of the Reserve. In addition, each Series will pay the Manager a Monthly Management Fee, will reimburse the Manager for certain expenses in connection with any ongoing expense of the Series or the Property that is paid by the Manager, expenses in connection with the special servicing of the non-performing Properties and the liquidation of the Properties, and, if applicable, pay interest on related-party loans for operations, issued by the Manager to a Series. These fees and expenses payable by the Series to the Manager and its affiliates were not determined on an arm’s length basis.

These fees could influence our Manager’s advice to us as well as the judgment of affiliates of our Manager, some of whom also serve as our Manager’s officers and directors. Among other matters, these compensation arrangements could affect their judgment with respect to:

In addition, the Manager may benefit from the Company retaining ownership of a Property at times when a Series’ holders may be better served by the sale or disposition of the Property.

The following is a description of the Shares of each Series and summary of the material provisions of the Master Agreement and the Series Designation for such Series, as each applies to the Shares offered by this Offering Circular. The following description does not purport to be complete and is subject to and qualified in its entirety by reference to applicable provisions of the laws of the State of Delaware and the Master Agreement and the Series Designation for such Series. All capitalized terms appearing but not defined in this section entitled “Description of Shares” will have the meanings set forth in the Master Agreement and the Series Designation for such Series attached as exhibits of Part III of the offering statement of which this Offering Circular forms a part.

The Company is offering a maximum of 100,000 Shares of each of the Series of the Company at the respective purchase prices set forth on the cover page of this Offering Circular. The purchase of Shares in a Series is an investment only in that specific Series and not an investment in any other Series, the Company or its Manager. The Company has not issued, and does not intend to issue, any class of any securities entitled to any preemptive, preferential, or other rights that are not otherwise available to the holders purchasing Shares in connection with any offering.

The holders of the Shares will have the rights and be subject to the obligations as holders described in the Master Agreement, the Series Designation, and any applicable rights under the LLC Act. See the section entitled “Master Agreement terms relating to individual series” and “Master Agreement; Series Designation” below.

Holders of a Series will only have a right to receive distributions and will have no rights to direct or vote on any matter concerning such Series or direct the Manager on the management of its affairs, including the liquidation of its Property or dissolution of such Series.

An investor who invests in Shares of a Series will not have any direct or indirect interest in another Series or any Property of any another Series unless the investor also purchases Shares in a separate offering for another Series.

New series of the Company may be formed to acquire properties in the future and may issue their own interests.

The business and operations of each Series will be conducted pursuant to the terms and conditions set forth in the Master Agreement. Information about the total outstanding Shares of each Series may be found on the Master Series Table.

Subject to the provisions of the Master Agreement, the Manager can cause the Company to establish one or more series through the creation of a Series Designation for each new series. A Series Designation relates solely to the series established thereby and will not be construed: (i) to affect the terms and conditions of any other series, or (ii) to designate, fix or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities, and obligations in respect of interests associated with any other series, or the members associated therewith. The terms and conditions for each series are as set forth in the Master Agreement and in the Series Designation, as applicable. Upon approval of any Series Designation by the Manager, the Series Designation will be attached to the operating agreement as an exhibit. The Series Designation establishing a series may: (i) specify a name or names under which the business and affairs of such series may be conducted; (ii) designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of interests of such series and the members associated therewith (to the extent such terms differ from those set forth in the operating agreement); and (iii) designate or authorize the designation of specific officers to be associated with such series.

Each Series intends to enter into a Management Agreement with Landa Holdings prior to such Series’ initial Closing. Each Series is governed by the terms of the Master Agreement and the Series Designation for such Series. Except as otherwise provided in the applicable Management Agreement, Master Agreement or the Series Designation for such Series, the Manager will conduct, direct and exercise full control and sole discretion over all major activities of each Series. The Manager will have the sole power and authority to bind or take any action on behalf of each Series, or to exercise any rights and powers granted to each Series under the Master Agreement or any other agreement, instrument, or other document to which a Series is a party. Except as otherwise required by law, the Series’ holders will have no voting rights or governance rights.

Each Series will make distributions of available cash, if any, which we expect to be rent collected less any fees, expenses and taxes and any amounts allocated to Reserves. Distributions will be made through the Landa Platform. Any distributions a Series makes will be at the discretion of the Manager and will be based on a number of factors, including, but not limited to, the total number of Shares sold, the Monthly Management Fee, expenses (including any unanticipated capital expenditures), taxes, amounts allocated to Reserves, and actual and accrued cash flows of the applicable Series.

We expect that distributions for each Series will be calculated on a pro-rata basis based on the number of outstanding Shares of the Series on the day prior to the date that the distribution is declared. Accordingly, the number of Shares that have been sold in the applicable Offering at the time of any distribution may affect the per Share amount that will be paid in such distribution. For example, if there is $10,000 to distribute but only 50% of the Series Shares (i.e. 50,000 Shares) have been issued, each Share will be allocated $0.20 in distributions. However, if all the Shares have been issued (i.e. 100,000 Shares), each Share will be allocated $0.10 in distributions. The Manager has the right to amend each Series distribution policy at its sole discretion.

There can be no assurance that a Series will be able to make any distributions to its holders. For discussion of factors that may result in the Series not being able to make monthly distributions, please see “Risk Factors—Risks Related to the Properties and the Series—Each Series will depend on its Property’s tenants for its revenue, and lease defaults, terminations, or other events preventing collection of rents could reduce its net income and limit its ability to make distributions to investors.”

The proceeds from the liquidation of a Series will be distributed within 90 days of the date of liquidation in the following order and priority:

The Master Agreement generally provides that no Manager, operator or holder of Shares of a given Series, or their respective affiliates (collectively, the “Indemnified Persons”) will have any personal obligation for any debts, obligations or liabilities of each Series or the Company and that no Indemnified Person will be liable to the Company, the Series or to any other holder for any act or omission taken or suffered by such Indemnified Person in connection with the conduct of the affairs of the Series or otherwise in connection with the Master Agreement or matters contemplated thereby unless such Indemnified Person is determined to be guilty by final adjudication of gross negligence, willful misconduct, fraud, material misrepresentation or material violation of the express terms of the Company’s Certificate of Formation (the “Certificate of Formation”), the Master Agreement, or the applicable Series Designation . Each Series will hold harmless and indemnify, solely out of the assets of such Series, each Indemnified Person to the fullest extent permitted by law for any loss, damage or other expense incurred by such Indemnified Person as a result of any act or omission arising out of such person’s activities in connection with the establishment, management or operations of such Series, unless such person is determined to be guilty by final adjudication of gross negligence, willful misconduct, fraud, material misrepresentation or a material violation of the express terms of the Certificate of Formation.

In addition, the Master Agreement will require that, to the maximum extent permitted by law, each member of such Series will absolutely and irrevocably waive any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach of any fiduciary duty by any other member or the Manager of such Series or any of their affiliates in the nature of actions taken or omitted by any such other persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the members (or any of them), except a breach of any specific term of the Master Agreement.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The Master Agreement may not be amended except with the consent of the Manager, acting in its sole discretion. Notice of amendment will be furnished to each Series’ member within a reasonable time following such amendment.

The Manager may effectuate the dissolution of a Series without the consent of the holders of such Series upon any of the following events: (i) the determination by the Manager, acting in its sole discretion; (ii) dissolution of Landa App 3 LLC; (iii) the sale or other disposition of the Property held by such Series; or (iv) the entry of a decree of judicial termination under Section 18-215 of the LLC Act. Upon dissolution of a Series, the Manager will wind up such Series’ affairs and make all liquidating distributions in accordance with the Master Agreement.

The Company’s operations will be conducted through the various Series. Each Series will have (A) separate rights, powers, duties and management from each other Series and (B) exclusive rights with respect to the Property, obligations, profits and losses associated with the Series and all proceeds derived therefrom. No debt, liability, obligation or expense of a Series will be the debt, liability, obligation or expense of the other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series will be enforceable against the assets of such Series only and not against any other assets of the Company, generally, or the other Series, and none of the Company’s debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing will be enforceable against the assets of any Series.

Except as may otherwise be expressly provided in the Master Agreement and the Series Designation for such Series, the Company and each Series will have the authority to engage in any lawful business, purpose or activity permitted by law. The Manager will possess and may exercise all of the powers and privileges granted by law, together with any powers incidental thereto, including such powers or privileges as are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Series.

Except as otherwise provided in the Master Agreement and the Series Designation for such Series, all powers of the Company will be exercised by or under the authority of, and the Company’s business and affairs, implementation of the Company’s policies and executive control of the Company’s major decisions will be made by, the Manager. The Manager will have the right and power to run the day-to-day rental operations and other affairs of the Company and to act as agent for and on behalf of the Company, with the power to bind it.

The Manager will keep or cause to keep full and true books and records of the Company, including with respect to transactions of each Series and the conduct of its business. These books and records will be maintained in accordance with U.S. GAAP, consistently applied, and will at all times be maintained at the principal place of business of the Company. The Manager will maintain separate records for each Series; the records for each Series will account for the assets of each Series separately from the other assets of the Company or of the other Series. Upon reasonable written request, each holder associated with a Series will have the right, at a time during ordinary business hours, to inspect and copy the books and records of such Series for any purpose reasonably related to the holder’s interest with respect to the Series. The Manager may, to the maximum extent permitted by applicable law, keep confidential from the holders associated with a Series any information the disclosure of which the Manager reasonably believes is not in the best interest of the Company or such Series or is adverse to the interests of the Company or such Series or which the Company or the Manager is required by law or by an agreement with any person to keep confidential.

Each Series may enter into agreements or contracts with the holders of such Series, any affiliate of such holders, or any agent of the holders or the Company itself provided that the agreements or contracts contain substantially such terms and conditions as would be contained in a similar agreement or contract entered into as the result of arm’s-length negotiations with a comparable unaffiliated and disinterested third party.

The Manager and its affiliates will try to balance the Company’s and each Series’ interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than the Company or its Series, these actions could have a negative impact on the Series’ financial performance and, consequently, on distributions to investors and the value of the Shares. The Company has not adopted, and does not intend to adopt in the future, either a conflicts of interest policy or a conflicts resolution policy.

None of the compensation set forth under “Description of Our Business – Our Manager – Manager Compensation” was determined by arms’ length negotiations. In addition, in the event that a Series issues a debt instrument to the Manager, the terms of such instrument may not be determined by arms’ length negotiations. You must rely upon the duties of the Manager of good faith and fair dealing to protect your interests, as qualified by the Master Agreement. While the Manager believes that the consideration is fair for the work being performed, there can be no assurance made that the compensation payable to the Manager will reflect the true market value of its services.

Conflicts of interest may exist or could arise in the future with the Company, including each Series, the Manager, our officers and/or directors who are also officers and/or directors of the Company and/or the Manager. Conflicts may include, without limitation:

Whenever a conflict of interest exists or arises between the Manager and the Company, a Series or a holder, the Manager will resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms taken or provided by the Manager will not constitute a breach of the Master Agreement, the Series Designation for such Series or of any other duty or obligation of the Manager.

The Company, its Series, the Manager (and its affiliates) may not have separate legal counsel in the future. Certain conflicts of interest may exist and may arise. Legal counsel is not representing any prospective investors of any Series in connection with the Offerings. Prospective investors are advised to consult their own independent counsel with respect to the legal and tax implications of an investment in any Series.

The Manager may effectuate the dissolution of the Company without the consent of the holders of each Series upon any of the following events: (i) the determination by the Manager, acting in its sole discretion; (ii) the dissolution of the last remaining Series; or (iii) the entry of a decree of judicial dissolution. Upon dissolution of the Company, the Manager will wind up all of our affairs in accordance with the provisions of the Master Agreement.

Securitize LLC will serve as transfer agent and registrar for the Shares of each Series.

The following is a summary of certain U.S. federal income tax considerations relating to the acquisition, holding, and disposition of the Shares. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the current and temporary regulations promulgated by the U.S. Treasury Department (the “Treasury Regulations”), current administrative interpretations and practices of the Internal Revenue Service (the “IRS”) (including administrative interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. The summary is also based upon the assumption that the operation of each Series will be in accordance with its applicable organizational documents and as described in this Offering Circular.

Except as explicitly set forth below, this discussion is limited to U.S. Holders (defined below) who hold the Shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). Because this section is a summary, it does not address all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances, or to certain types of holders that are subject to special treatment under the U.S. federal income tax laws, such as insurance companies, tax-exempt or governmental organizations, financial institutions or broker-dealers, non-U.S. individuals and corporations, U.S. expatriates, persons who mark-to-market the Shares, subchapter S corporations, partnerships or other entities treated as pass-through entities for U.S. federal income tax purposes, U.S. Holders whose functional currency is not the U.S. dollar, regulated investment companies and REITs, trusts and estates, holders who receive the Shares through the exercise of compensatory options or otherwise as compensation, persons holding the Shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment, persons subject to the alternative minimum tax provisions of the Code, persons holding the Shares through a partnership or similar pass-through entity, and persons holding a 10% or more (by vote or value) beneficial interest in the Shares.

Except as explicitly set forth below, this section addresses only certain U.S. federal income tax considerations, and does not address state, local, non-U.S., or non-income tax considerations. The statements in this section are based on the current U.S. federal income tax laws, are for general information purposes only and are not tax advice. New laws, interpretations of law, regulations. or court decisions, any of which may take effect retroactively, could cause one or more statements in this section to be inaccurate.

As used herein, the term “U.S. Holder” means a beneficial owner of Shares that is for U.S. federal income tax purposes:

If an entity treated as a partnership for U.S. federal income tax purposes is an owner of the Shares, the U.S. tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. A holder of Shares that is a partnership and partners in such partnership should consult their own tax advisors regarding the U.S. federal income tax consequences of acquiring, holding and disposing of the Shares.

THE TAX CONSEQUENCES TO ANY PARTICULAR HOLDER OF ACQUIRING, HOLDING AND DISPOSING OF THE SHARES WILL DEPEND ON THE HOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF ACQUIRING, HOLDING, AND DISPOSING OF THE SHARES.

Landa App 3 LLC is organized as a Delaware series limited liability company. We intend to treat each Series as a separate entity for U.S. federal income tax purposes. In addition, we intend that each Series will elect to be treated for U.S. federal tax purposes as a corporation, and the discussion below assumes that each Series will be so treated.

Distributions made with respect to the Shares of a Series will be treated as dividends to the extent of the current and accumulated earnings and profits of the Series as determined for U.S. federal income tax purposes. Dividends are ordinary income, but dividends received by a non-corporate U.S. Holder may qualify for a reduced rate of federal income tax as “qualified dividend income” if certain holding period requirements are satisfied. Qualified dividend income is taxed at the rates applicable to long-term capital gains, including a maximum U.S. federal income tax rate of 20%. Dividends received by a corporate U.S. Holder may be eligible for the corporate dividends-received deduction if certain holding periods are satisfied.

Any distributions in excess of a Series’ current and accumulated earnings and profits will not be taxable to a U.S. Holder to the extent that the distributions do not exceed the U.S. Holder’s adjusted tax basis in the Shares, but rather will reduce the adjusted tax basis of such Shares. To the extent that such distributions exceed the U.S. Holder’s adjusted tax basis in the Shares, such distributions will be included in income as capital gain.

Upon the sale, exchange, or other taxable disposition of a Series’ Shares, a U.S. Holder generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized upon the sale, exchange, or other taxable disposition and the U.S. Holder’s adjusted tax basis in the Shares. The amount realized by the U.S. Holder will include the amount of any cash and the fair market value of any other property received upon the sale, exchange, or other taxable disposition of the Shares. A U.S. Holder’s tax basis in a Share generally will be equal to the cost of acquiring the Share to such U.S. Holder, which may be adjusted for certain subsequent events (for example, if the U.S. Holder receives a non-dividend distribution, as described above). Gain or loss realized on the sale, exchange, or other taxable disposition of a Series’ Shares generally will be capital gain or loss and will be long-term capital gain or loss if the Shares have been held for more than one year. Net long-term capital gain recognized by an individual U.S. Holder is generally taxed at preferential rates. The ability of U.S. Holders to deduct capital losses is subject to limitations under the Code.

Individuals, trusts and estates with income exceeding certain thresholds are also subject to a 3.8% tax on net investment income. Distributions included in income (whether as dividends or capital gains) and any gain on the sale, exchange or otherwise taxable disposition of Shares will be included in net investment income for purposes of the 3.8% tax.

A Series may be required in certain circumstances to apply backup withholding on dividends, distributions, and redemption proceeds payable to any holder (including a U.S. Holder) that fails to timely provide the Fund with its correct taxpayer identification number or to make required certifications. Backup withholding is not an additional tax and any amount withheld may be refunded or credited against the U.S. Holder’s federal income tax liability, provided that a return is timely and properly filed with the IRS. Backup withholding will not be applied to payments subject to the 30% withholding tax described in the prior paragraph.

Under legislation commonly known as “FATCA,” a Series will be required to withhold U.S. federal income tax at the rate of 30% on distributions treated as dividends for tax purposes unless the recipient timely provides proper certifications on a valid U.S. Form W-8 or W-9. Withholding under FATCA generally applies to certain “foreign financial institutions” and “non-financial foreign entities.” Withholding will not apply to a U.S. Holder that timely provides a valid U.S. Form W-9.

If we determine withholding is required with respect to a distribution or payment, we will withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such withholding.

The validity of the issuance of the Shares of each Series offered by this Offering Circular will be passed upon for us by Goodwin Procter LLP, New York, New York.

Our financial statements for the year ended December 31, 2022 incorporated by reference in this Offering Circular have been audited by Morison Cogen LLP, independent registered public accounting firm, as stated in its report. Such financial statements have been so incorporated by reference herein in reliance upon the report of such firm given upon its authority as expert in accounting and auditing.

The Company has filed with the SEC an offering statement under the Securities Act on Form 1-A regarding the Offerings. This Offering Circular, which is part of the offering statement, does not contain all the information set forth in the offering statement and the exhibits related thereto filed with the SEC, reference to which is hereby made. Upon the qualification of the offering statement, we will be subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are qualified pursuant to Regulation A, and accordingly, we will file annual reports, semi-annual reports and other information with the SEC. You may read and copy the offering statement, the related exhibits and the reports and other information we file with the SEC on the SEC’s website at www.sec.gov, which contains reports, information statements and other information regarding issuers that file with the SEC.

You may also request a copy of these filings at no cost, by visiting the Company’s website at www.landa.app/legal, or by writing, emailing or telephoning the Company at:

Within 120 days after the end of each fiscal year the Company will provide holders of record an annual report. The annual report will contain audited financial statements and certain other financial and narrative information that the Company is required to provide to holders of Shares.

The Financial Statements of the Company and Report of the Company’s Independent Registered Public Accounting Firm for the year ended December 31, 2022, that was filed with the SEC on May 31, 2023, can be found here under “Financial Statements” and is incorporated herein by reference. The Company has not experienced any nor does it reasonably expect to experience any material changes to its operations that would require the Company to provide updated unaudited pro forma condensed combined and combining financial statements derived from the historical condensed combined and combining financial statements of the Company for each Series. Accordingly, the Company hereby incorporates by reference the unaudited pro forma condensed combined and combining financial statements derived from the historical condensed combined and combining financial statements of the Company included in its Offering Circular (File No. 024-11815) that was filed with the SEC dated June 28, 2022, which can be found here under “Overview to Unaudited Pro Forma Condensed Combined Financial Statements”.

Series	Address	$ Per Share(1)(2)		Maximum Offering Amount(3)(4)
Landa Series 6696 Mableton Parkway SE	6696 Mableton Parkway SE, Mableton, GA 30126	$	5.0553	$	505,527
Landa Series 996 Greenwood Ave NE	996 Greenwood Ave NE, Atlanta, GA 30306	$	25.4215	$	2,542,151
Landa Series 24 Ditmars Street	24 Ditmars Street, Brooklyn, NY 11221	$	20.1443	$	2,014,427
Landa Series 1363 Hancock Street	1363 Hancock Street, Brooklyn, NY 11211	$	27.3660	$	2,736,598
Landa Series 132 Cornelia Street	132 Cornelia Street, Brooklyn, NY 11221	$	19.0137	$	1,901,367
Landa Series 368 Irwin Street NE	368 Irwin Street NE, Atlanta, GA 30312	$	11.9695	$	1,196,951
TOTAL				$	10,897,021	(5)

Cautionary statement regarding forward-looking statements	iii

Important information about this offering circular	vi

Important notices to investors	vii

State law exemption and purchase restrictions	viii

Market and other industry data	viii

SERIES OFFERINGS	ix

Questions and answers about the offerings	1

Offering summary	11

The Offering	13

Risk Factors	16

Use of Proceeds	34

Description of our business	35

Description of the properties	43

Management’s discussion and analysis of financial condition and results of operationS	50

Determination of purchase price	56

Plan of Distribution	56

Regulations	62

Security ownership of certain beneficial owners and management	64

Directors, executive officers and significant employees	65

Compensation of directors and executive officers	66

Interest of management and others in certain transactions	67

Description of shares	69

U.S. Federal income tax considerations	74

Legal matters	76

Experts	76

Additional information	76

Financial statements	77

	●	Properties that have significant vacancies could be difficult to rent or sell, which could diminish the return on these Properties.

	●	We may enter into long-term leases with tenants in certain Properties, which may not reflect or result in fair market rental rates over time.

	●	New and existing regulations, including with regard to Internet commerce, could cause additional costs of compliance and harm our business.

	●	The Master Agreement does not require the Manager to seek member approval to liquidate any of the Series’ assets (including the Properties) by a specified date, nor does our Master Agreement require the Manager to list Shares for trading by a specified date or at all. Shares will not be listed or quoted on any national securities exchange.

Series	Offering Status	Initial Qualification Date	Closing Date		Total Number of Shares Sold(2)		Total Proceeds Raised(2)		Monthly Rental Income(3)		Monthly Property Tax			Monthly Insurance Expense
Landa Series 6696 Mableton Parkway SE(1)(5)	Closed	6/27/2022		12/09/22		100,000	$	505,527	$	4,275	$	333		$	188
Landa Series 996 Greenwood Ave NE(1)(5)	Open	6/27/2022		-		21,194	$	538,783	$	4,156	$	1,969		$	1,187
Landa Series 24 Ditmars Street(1)(5)	Open	6/27/2022		-		66,397	$	1,337,518	$	10,545	$	362	(4)	$	289
Landa Series 1363 Hancock Street(1)(5)	Open	6/27/2022		-		52,736	$	1,443,171	$	12,950	$	1,045	(4)	$	570
Landa Series 132 Cornelia Street(1)(5)	Open	6/27/2022		-		58,269	$	1,107,906	$	9,003	$	491	(4)	$	269
Landa Series 368 Irwin Street NE(1)(5)	Open	6/27/2022		-		90,114	$	1,078,621	$	8,850	$	1,073		$	212

	Landa Series 6696 Mableton Parkway SE		Landa Series 996 Greenwood Ave NE		Landa Series 24 Ditmars Street		Landa Series 1363 Hancock Street		Landa Series 132 Cornelia Street		Landa Series 368 Irwin Street NE
Purchase Cost of the Property (1)	$	453,279	$	2,030,519	$	1,858,152	$	2,465,165	$	1,705,608	$	1,083,543
Improvement Costs (2)		1,655		68,138		5,250		26,419		3,045		14,246
Acquisition Fee (3)		27,786		139,951		111,789		151,510		105,336		66,183
Property Diligence Expenses (4)		5,080		13,970		3,810		7,620		3,810		5,080
Reserve (5)		13,741		289,573		35,426		44,202		53,365		11,309
Total Amount of Acquisition Note		505,527		2,542,151		2,014,427		2,736,598		1,901,367		1,196,951
Less:
Expected Payments on Acquisition Note from Offering Proceeds:	$	505,527	$	2,542,151	$	2,014,427	$	2,736,598	$	1,901,367	$	1,196,951

(1)	This purchase cost reflects the same price that Landa Properties paid to acquire the Property.
(2)	Reflects the amount Landa Holdings has incurred as of the date of this Offering Circular in connection with Improvements to this Property, including interest expenses paid in connection with financing such Improvements.
(3)	Acquisition Fee equal to approximately six percent (6%) of the purchase cost (rounded to the nearest dollar).
(4)	Amount for Property Diligence Expense. See “Plan of Distribution – Fees and Expenses – Property Diligence Expenses.”
(5)	Amount for Reserves. See “Plan of Distribution – Fees and Expenses – Reserves.”

Form of Compensation and Recipient		Determination of Amount

Acquisition Stage

Acquisition Fee—Manager		In connection with the acquisition or expected acquisition of its Property from Landa Properties, each Series issued an Acquisition Note to the Manager, which included payment to the Manager of an acquisition fee ranging from five percent (5%) to ten percent (10%) of the purchase cost of the Property. Please see the section entitled “Use of Proceeds” in this Offering Circular for the actual amount of each Acquisition Fee payable by a Series.

Reimbursement of Property Diligence—Manager		In connection with the acquisition or expected acquisition of its Property from Landa Properties, each Series issued an Acquisition Note to the Manager, which included reimbursement to the Manager of actual expenses incurred in connection with the evaluation, discovery, and investigation of the Property.

Operational Stage

Monthly Management Fee—Manager		Each Series will also pay the Manager a Monthly Management Fee which may range from five percent (5%) to ten percent (10%) of the Gross Monthly Rent for each Property, as set forth in the section entitled “Description of the Properties” in this Offering Circular and the applicable Management Agreement, for additional information regarding the current or expected Monthly Management Fee payable to the Manager.

Special Servicing of Non-Performing Properties & Liquidation—Manager		Each Series will reimburse the Manager for any out-of-pocket expenses in connection with the special servicing of non-performing Properties and the liquidation of Properties.

Loans for Operations—Manager or its Affiliates		The Manager or its affiliates may provide loans to the Series following its offering, which will be used, among other things, to refinance any borrowings relating to its Property or, in the event a Series incurs a significant unforeseeable expense or vacancy, to be used by such Series to cover its debt obligations or other liabilities. In the case that the Manager provides a loan to a Series (other than the Acquisition Note), the Series will be obligated to pay interest no greater than seven percent (7%) on that loan at a rate to be determined solely by the Manager.

ACH Transfer Fees		Investors may select between same-day ACH or standard ACH transfer timing. If an investor chooses standard ACH transfer timing (3-5 business days), the Manager will pay all ACH fees on behalf of the investor. If an investor chooses same-day ACH, the Manager may charge a fee of up to $1.99 for such ACH transfer.

Series	Address	Year Built	Units	Square Footage	Anticipated Future Material Improvements, Repairs or Maintenance to the Property
Landa Series 6696 Mableton Parkway SE	6696 Mableton Parkway SE, Mableton, GA 30126	1959	4	3,200	Yes(1)
Landa Series 996 Greenwood Ave NE	996 Greenwood Ave NE, Atlanta, GA 30306	1960	11	6,840	Yes(1)
Landa Series 24 Ditmars Street	24 Ditmars Street, Brooklyn, NY 11221	1920	3	2,700	No(2)
Landa Series 1363 Hancock Street	1363 Hancock Street, Brooklyn, NY 11211	1901	6	4,368	No(2)
Landa Series 132 Cornelia Street	132 Cornelia Street, Brooklyn, NY 11221	1905	3	3,420	No(2)
Landa Series 368 Irwin Street NE	368 Irwin Street NE, Atlanta, GA 30312	2005	4	4,400	Yes(1)

Unit(1)	Monthly Rental Income		Lease Expiration Date
A	$	975.00	09/30/2023
B	$	1,150.00	05/31/2024
C	$	1,150.00	05/31/2024
D	$	1,000.00	09/30/2023

Unit(1)	Monthly Rental Income		Lease Expiration Date
#1	$	-	-
#2(2)	$	-	-
#3(2)	$	-	-
#4(3)	$	-	-
#5(2)	$	-	-
#6(2)	$	-	-
#7	$	-	-
#8(2)	$	-	-
#9	$	1,350.00	08/31/2023
#10	$	1,400.00	08/31/2023
#11	$	1,405.69	10/31/2023

Unit	Monthly Rental Income		Lease Expiration Date
1(1)	$	3,570.00	11/30/2023
2(1)	$	3,300.00	09/30/2023
3	$	3,675.00	07/31/2023

(1)	Please see the Form of NY Lease Agreement for more information.
(2)	The Manager has been notified that the tenant occupying this unit is eligible to receive financial assistance pursuant to The Emergency Rental Assistance Program (ERAP) in the State of New York for up to twelve months ending June 2023. Accordingly, the Manager expects monthly rental payments on this unit to be the amount reflected on the table above pursuant to ERAP.

Series	Principal Amount		Annual Interest Rate(1)			Loan Date	Maturity Date(2)	Current Outstanding Amount(3)
Landa Series 6696 Mableton Parkway SE	$	505,527		4.50	%	01/14/2022	01/14/2027	$	-
Landa Series 996 Greenwood Ave NE	$	2,542,151		4.50	%	01/14/2022	01/14/2027	$	2,105,549
Landa Series 24 Ditmars Street	$	2,014,427		4.50	%	01/14/2022	01/14/2027	$	1,044,396
Landa Series 1363 Hancock Street	$	2,736,598		4.50	%	05/09/2022	05/09/2027	$	1,710,752
Landa Series 132 Cornelia Street	$	1,901,367		4.50	%	05/09/2022	05/09/2027	$	1,019,010
Landa Series 368 Irwin Street NE	$	1,196,951		4.50	%	05/09/2022	05/09/2027	$	429,914

Property	Principal Amount		Annual Interest Rate			Maturity Date	Outstanding Balance (12/31/22)
6696 Mableton Parkway SE, Mableton, GA 30126	$	341,250		8.990	%	September 1, 2023	$	341,250
996 Greenwood Ave NE, Atlanta, GA 30306		1,012,000		9.307	%	September 1, 2023		1,012,000
24 Ditmars Street, Brooklyn, NY 11221		1,277,500		8.990	%	September 1, 2023		1,277,500
1363 Hancock Street, Brooklyn, NY 11211		1,225,000		9.307	%	September 1, 2023		1,225,000
132 Cornelia Street, Brooklyn, NY 11221		1,256,250		8.990	%	September 1, 2023		1,256,250
368 Irwin Street NE, Atlanta, GA 30312		810,000		8.990	%	September 1, 2023		810,000
Total Bridge Note Payable	$	5,922,000					$	5,922,000

Series	As of December 31, 2022
Landa Series 24 Ditmars Street	$	46,368
Landa Series 132 Cornelia Street		44,241
Landa Series 368 Irwin Street NE		19,452
Landa Series 996 Greenwood Avenue NE		12,474
Landa Series 1363 Hancock Street		67,865
Landa Series 6696 Mableton Parkway SE		15,653
Total Cash	$	206,053

Category	For the Initial Period ended December 31, 2022
Rental Income	$	294,391
Professional Fees		44,477
Management fee		16,604
Repairs & maintenance		64,717
Insurance		15,416
Real estate taxes		34,673
Depreciation expense		157,675
Interest expense		384,048
Utilities		14,268
Net Operating Loss before Income Taxes		(437,487	)
Provision for Income Taxes		(668	)
Total Loss	$	(438,155	)

Category	For the Initial Period ended December 31, 2022
Management fee	$	16,604
Professional fees		44,477
Repairs & maintenance		64,717
Insurance		15,416
Real estate taxes		34,673
Depreciation expense		157,675
Utilities		14,268
Total Operating Expenses	$	347,830

Series	For the Initial Period ended December 31, 2022
Landa App 3	$	44,477
Landa Series 24 Ditmars Street		54,772
Landa Series 132 Cornelia Street		42,755
Landa Series 368 Irwin Street NE		37,061
Landa Series 996 Greenwood Avenue NE		88,396
Landa Series 1363 Hancock Street		65,997
Landa Series 6696 Mableton Parkway SE		14,372
Total Operating Expenses	$	347,830

	6.	When you are ready to purchase Shares in a Series, click {BUY} in the applicable Property Page and indicate the number of Shares you would like to purchase. By clicking {BUY}, you are agreeing to be bound by the terms of the applicable Series’ Subscription Agreement and the Master Agreement and the Series Designation for such Series, with your electronic signature marking the signature pages of each agreement. The signature page to the Series’ Subscription Agreement containing your electronic signature will be immediately affixed to such agreement and will remain held in escrow until your subscription is accepted (in whole or in part) and there is a Closing with respect to your subscription. When your signature page to the Series’ Subscription Agreement is released from escrow, you will become a member in the Series, bound by its terms.

	7.	You can select between same-day ACH or standard ACH transfer timing when depositing funds in your Landa Account. If you choose standard ACH transfer timing (3-5 business days), the Manager will pay all ACH fees on your behalf. If you choose same-day ACH, the Manager may charge you a fee of up to $1.99 for such ACH transfer.

Name	Position	Age	Term of Office
Directors and Executive Officers:
Yishai Cohen	Chairman, Chief Executive Officer and President	27	Since September 2019
Amit Assaraf	Chief Technology Officer, Director	26	Since September 2019

Non-Employee Directors:
Arnon Dinur	Director	50	Since September 2019
Gigi Levy-Weiss	Director	50	Since September 2019
Yaniv Sarig	Director	43	Since September 2019