PART II AND III 2 ark7propertiesplus_1apos.htm

Post-Qualification Amendment No. 8

File No. 024-11869

 

This Post-Qualification Amendment No. 8 amends the Offering Statement of Ark7 Properties Plus LLC originally qualified on July 27, 2022, as previously amended and supplemented, to add, update and/or replace information contained in the Offering Statement.

 

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

 

 

OFFERING CIRCULAR DATED APRIL 24, 2024

 

 

Ark7 Properties Plus LLC

(A DELAWARE SERIES LIMITED LIABILITY COMPANY)

1 Ferry Building, Suite 201

San Francisco, CA 94111

www.ark7.com

 

 

SERIES

 

PRICE TO PUBLIC

 

UNDERWRITING DICSOUNTS AND COMMIONS (1)

 

PROCEEDS TO ISSUER(2)

Series #NHMOP Interest

 

 

 

 

 

 

Per Share

 

$
100.00

 

$
1.00

 

$
99.00

Total Minimum

 

N/A

 

N/A

 

N/A

Total Maximum

 

$
100.00

 

$
2,160.00

 

$
213,840.00

 

 

 

 

 

 

 

Series #ORHOF Interest*

 

 

 

 

 

 

Per Share

 

$
100.00

 

$
1.00

 

$
99.00

Total Minimum

 

N/A

 

N/A

 

N/A

Total Maximum

 

$
100.00

 

$
2,500.00

 

$
247,500.00

 

 

 

 

 

 

 

Series #DIVTU Interest*

 

 

 

 

 

 

Per Share

 

$
100.00

 

$
1.00

 

$
99.00

Total Minimum

 

N/A

 

N/A

 

N/A

Total Maximum

 

$
100.00

 

$
3,050.00

 

$
301,950.00

____________________

* Denotes series submitted for qualification by the Commission in this Post-Qualification Amendment No. 8.

 

 

  1. The company has engaged Dalmore Group, LLC, member FINRA/SIPC ("Dalmore"), to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission, approximately the following amounts for each Series:

 

SERIES

 

AMOUNT*

Series #NHMOP

 

$
2,160.00

Series #ORHOF

 

$
2,500.00

Series #DIVTU

 

$
3,050.00

 

However, it does not include the one-time expense allowance of $5,000, or consulting fees of $20,000 payable by the company to Dalmore. See "Plan of Distribution" for details. The company intends to distribute all offerings of the Series #NHMOP, Series #ORHOF, and Series #DIVTU Interests and other Series Interests (individually a Series Interest and collectively, the "Series Interests") in any series of the company principally through Ark7 Properties Plus LLC as described in greater detail under "Plan of Distribution and Subscription Procedure."

 

  1. The company anticipates approximately $7,710 of the proceeds from the Series Interests purchased will be used for offering expenses in fees to Dalmore. These numbers do not include state filing fees.

 

There is no minimum subscription per investor.

 

 

This offering will terminate at the earlier of (i) the date at which the maximum offering amount has been sold, (ii) the date at which the offering is earlier terminated by the company, in its sole discretion or (iii) the date that is three years from this offering being qualified by the United States Securities and Exchange Commission (the "Commission" or "SEC"). At least every 12 months after this offering has been qualified by the SEC the company will file a post-qualification amendment to include the company's recent financial statements. In addition, the company may periodically file a post-qualification amendment to include additional Series Interests to this offering. No escrow agent has been engaged for this offering and hold funds tendered by investors will be held in a segregated account controlled by the company.

 

See Plan of Distribution. No escrow account administered by an escrow agent has been established for this offering. Funds tendered by investors will be held in a segregated account controlled by the company. The company may undertake one or more closings on a rolling basis, regardless of the amount of funds, and intends to affect a close every 7 business days, after each closing, funds tendered by investors will be available to the company, and interests will be issued to investors. The initial closing will occur as soon as funds clear. We expect to hold subsequent closings every 7 business days. Assuming additional information does not need to be provided for due diligence (AML/KYC) and the investment has been funded it will take up to 3 business days to determine whether a subscription agreement has been accepted or rejected. In the event additional information is required from the subscriber, within 3 business days, the company will reach out to the subscriber for that information.

 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF 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 COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

 

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 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, THE COMPANY ENCOURAGES YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE COMPANY ENCOURAGES YOU TO REFER TO www.investor.gov.

 

This offering is inherently risky. See "Risk Factors" on page 7.

 

The company is following the "Offering Circular" format of disclosure under Regulation A.

 

In the event that the company becomes a reporting company under the Securities Exchange Act of 1934, the company intends to take advantage of the provisions that relate to "Emerging Growth Companies" under the JOBS Act of 2012. See "Summary - Implications of Being an Emerging Growth Company."

 

 

TABLE OF CONTENTS

 

Summary

 1

Risk Factors

 7

Dilution

 19

Plan of Distribution

 20

Use of Proceeds to Issuer

 25

The Company's Business

 28

The Company's Property

 35

Management's Discussion and Analysis of Financial Condition and Results of Operations

 36

Directors, Executive Officers and Significant Employees

 41

Compensation of Directors and Officers

 42

Security Ownership of Management and Certain Securityholders

 45

Interest of Management and Others in Certain Transactions

 46

Securities Being Offered

 64

U.S. Federal Income Tax Considerations

 69

Ongoing Reporting

 71

Financial Statements

 72

 

 

In this Offering Circular, the terms "Ark7 Properties Plus LLC" "Ark7 Properties" "we," "us, "our," the "company" and similar terms refer to Ark7 Properties Plus LLC, a Delaware series limited liability company.

 

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS "ESTIMATE," "PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

I

 

Implications of Being an Emerging Growth Company

 

The company is not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") because the company is not registering its securities under the Exchange Act. Rather, the company will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

 

  • annual reports (including disclosure relating to our business operations for the preceding two fiscal years, or, if in existence for less than two years, since inception, related party transactions, beneficial ownership of the issuer's securities, executive officers and directors and certain executive compensation information, management's discussion and analysis ("MD&A") of the issuer's liquidity, capital resources, and results of operations, and two years of audited financial statements),
  • semiannual reports (including disclosure primarily relating to the issuer's interim financial statements and MD&A) and
  • current reports for certain material events.

 

In addition, at any time after completing reporting for the fiscal year in which the company's offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, the company may immediately suspend its ongoing reporting obligations under Regulation A.

 

If the company becomes subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during its last fiscal year, it will qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, the company:

 

  • will not be required to obtain an auditor attestation on its internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
  • will not be required to provide a detailed narrative disclosure discussing its compensation principles, objectives and elements and analyzing how those elements fit with its principles and objectives (commonly referred to as "compensation discussion and analysis");
  • will not be required to obtain a non-binding advisory vote from its interest holders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes);
  • will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
  • may present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and
  • will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

 

If the company becomes subject to the ongoing reporting requirements of the Exchange Act, the company intends to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. The company's election to use the phase-in periods may make it difficult to compare its financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

II

 

Under the JOBS Act, the company may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after its initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that the company no longer meets the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that the company would cease to be an "emerging growth company" if it has more than $1.07 billion in annual revenues, have more than $700 million in market value of its common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

 

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that the company may also qualify, once listed, as a "smaller reporting company" under the Commission's rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

III

 

SERIES OFFERING TABLE

 

The table below shows key information related to the offering of each Series, as of April 24, 2024. Please also refer to "The Company's Business - Property Overview" and "Use of Proceeds" for further details.

 

SERIES NAME

 

UNDERLYING ASSETS

 

OFFERING

PRICE PER SERIES INTERESTS

 

MAXIMUM

OFFERING SIZE

 

MINIMUM/

MAXIMUM/

SUBSCRIBED

SERIES

INTERESTS (1)

 

INITIAL

QUALIFICAITON

DATE (2)

 

OPEN

DATE (3)

 

CLOSING

DATE

 

STATUS

Series #WGI3Z

 

11679 W Madero Dr, Arizona City, AZ 85123

 

$
32.00

 

$
363,200.00

 

0 = Minimum

11,350 = Maximum

 

July 27, 2022

 

July 27, 2022

 

December 29, 2022

 

Closed

Series #0XYT6

 

2105 Silver Leaf Dr, Mesquite, TX 75181

 

$
20.00

 

$
475,000.00

 

0 = Minimum

23,750 = Maximum

 

September 16, 2022

 

September 16, 2022

 

April 8, 2023

 

Closed

Series #ZIE3T

 

2507 Decoy Dr, Mesquite, TX 75181

 

$
20.00

 

$
455,000.00

 

0 = Minimum

22,750 = Maximum

 

September 16, 2022

 

September 16, 2022

 

August 16, 2023

 

Closed

Series #JTDXY

 

2300 Homestead Dr, Mesquite, TX 75181

 

$
20.00

 

$
450,000.00

 

0 = Minimum

22,500 = Maximum

 

September 16, 2022

 

September 17, 2022

 

September 20, 2023

 

Closed

Series #FTWDS

 

1527 Iris Walk, Jonesboro, GA 30238

 

$
20.00

 

$
265,000.00

 

0 = Minimum

13,250 = Maximum

 

December 22, 2022

 

December 22, 2022

 

June 9, 2023

 

Closed

Series #P7FJ5

 

1541 Iris Walk, Jonesboro, GA 30238

 

$
20.00

 

$
265,000.00

 

0 = Minimum

13,250 = Maximum

 

December 22, 2022

 

December 22, 2022

 

September 23, 2023

 

Closed

Series #WRA7O

 

4263 Cadence Loop, LAND O LAKES, FL 34638

 

$
20.00

 

$
615,000.00

 

0 = Minimum

30,750 = Maximum

 

December 22, 2022

 

December 22, 2022

 

June 13, 2023

 

Closed

Series #SOV9W

 

2113 W Gladys Ave, Unit 3S, Chicago, IL 60612

 

$
100.00

 

$
260,000.00

 

0 = Minimum

2,600 = Maximum

 

September 21, 2023

 

September 21, 2023

 

September 28, 2023

 

Closed

Series #QGXF0

 

704 S Lincoln Ave, Urbana, IL 61801

 

$
100.00

 

$
410,000.00

 

0 = Minimum

4,100 = Maximum

 

September 21, 2023

 

September 21, 2023

 

November 1, 2023

 

Closed

Series #RPFUV

 

3405 Commonwealth Ave, #C, Alexandria, VA 22305

 

$
100.00

 

$
290,000.00

 

0 = Minimum

2,900 = Maximum

 

November 20, 2023

 

November 20, 2023

 

December 26, 2023

 

Closed

Series #NHMOP

 

215 Piedmont Ave NE, #205, Atlanta, GA 30308

 

$
100.00

 

$
216,000.00

 

0 = Minimum

2,160 = Maximum

 

November 20, 2023

 

November 20, 2023

 

[__________]

 

Open

Series #ORHOF

 

215 Piedmont Ave NE, #407, Atlanta, GA 30308

 

$
100.00

 

$
250,000.00

 

0 = Minimum

2,500 = Maximum

 

[__________]

 

[__________]

 

[__________]

 

Pending

Series #DIVTU

 

215 Piedmont Ave NE, #406, Atlanta, GA 30308

 

$
100.00

 

$
305,000.00

 

0 = Minimum

3,050 = Maximum

 

[__________]

 

[__________]

 

[__________]

 

Pending

Asterisks (*) denote series submitted for qualification by the SEC in this Post-Qualification Amendment No. 8 to the offering statement of which this Offering Circular forms a part.

 

____________________

  1. For open offerings, each row states, with respect to the given offering, the minimum and maximum number of Series Interests offered and the number of subscriptions for Series Interests received as of the date of this Offering Circular, but the closing of such offering has not yet taken place. For any closed offerings, each row would state the actual number of Series Interests sold.
  2. For each offering, each row states, with respect to the given offering, the date on which the offering was initially qualified by the Commission.
  3. For each offering, each row states, with respect to the given offering, the date on which offers and sales for such offering commenced.

 

IV

 

SUMMARY

 

 

OFFERING CIRCULAR SUMMARY

 

This Offering Circular Summary highlights information contained elsewhere and does not contain all of the information that you should consider in making your investment decision. Before investing in the company's Series Interests, you should carefully read this entire Offering Circular, including the company's financial statements and related notes. You should also consider, among other information, the matters described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 

The Company

 

Ark7 Properties Plus LLC, a Delaware series limited liability company formed on March 17, 2022 ("Ark7 Properties"). Ark7 Inc., a Delaware corporation ("Ark7") is the managing member of Ark7 Properties (the "Managing Member"). The purpose of the company is to establish separate series for the holding of properties to be acquired by the company.

 

Ark7 is a real estate investment platform that allows individual investors to have direct access to quality real estate investment opportunities and invest in the units of each property.

 

Investors in this offering will acquire Series Interests in a Series of the company, each of which is a separate registered series of the company for purposes of assets and liabilities.

 

It is not anticipated that any Series would own any assets other than its respective property, the reason for which the applicable Series was created, (the "Underlying Asset(s)"), plus cash reserves for maintenance, insurance and other expenses pertaining to each Underlying Asset and amounts earned by each Series from the monetization of the Underlying Asset. It is intended that owners of an interest in a Series will only have assets, liabilities, profits and losses pertaining to the specific Underlying Assets owned by that Series.

 

For example, an investor who acquired Series Interests in Series #WGI3Z will only have assets, liabilities, profits, and losses pertaining to the property located at 11679 W Madero Dr, Arizona City, AZ 85123.

 

Ark7 will serve as the asset manager responsible for managing each Series' Underlying Asset (the "Asset Manager") as described in the Asset Management Agreement between Ark7 Inc. and each series of Ark7 Properties Plus LLC.

 

Ark7 will serve as the Managing Member responsible for the day-to-day management of the company and each registered series.

1

 

Organizational Chart

 

For ease of understanding the company's business structure, it has included the organizational chart below.

 

Each property that we acquire will be owned by a separate series of our company that we will establish to acquire that series. Our Managing Member will source the property to be acquired by the series.

 

In most instances, we intend for the Managing Member to provide a loan to the series to acquire the property directly from the seller. Once the property is acquired by the series, we intend to make ownership of the series available to investors through an offer and sale of securities under Tier 2 of Regulation A. Proceeds of each offering will be used to repay the loan from our Managing Member, offering expenses, securities brokerage expenses, and the Sourcing Fee to the Managing Member, along with building a reserve for property improvements and working capital.

 

Alternatively, our Managing Member may acquire the property from the seller, and the proceeds of the offering will be used for the series to purchase the property from the Managing Member, along with offering expenses, securities brokerage expenses, and the Sourcing Fee to the Managing Member, and building a reserve for property improvements and working capital.

2

 

The Series #NHMOP Offering

 

Maximum Offering Amount

 

Up to $ 216,000.00 of Series #NHMOP Interests to be acquired pursuant to a Subscription Agreement are being offered on a "best efforts" basis.

 

Minimum Offering Amount

 

None.

 

Price Per Security

 

$ 100.00 per Series #NHMOP Interest

 

Minimum Investment

 

One Series Interest per investor.

 

Use of Proceeds

 

The proceeds from the sale of Series #NHMOP will be used for general working capital, repayment of loans to the company's Managing Member, create a maintenance reserve for the applicable Underlying Asset, pay brokerage commissions to Dalmore, pay offering expenses, and pay the Sourcing Fee.

 

Series Interests outstanding before the offering

 

Series #NHMOP Interest: 10

 

Series Interests outstanding after the offering

 

Series #NHMOP Interest: 2,160

 

 

Broker Fees and Related Party Fees

 

PAYMENT

DESCRIPTION

AMOUNT

PAYOR

PAYEE

Sourcing Fee

No greater than 3% of the maximum offering size.

$ 6,480.00

Series #NHMOP

Ark7 Inc.

Asset Management Fee (1)

Equal to 15 % of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement.

TBD

Series #NHMOP

Ark7 Inc.

Dalmore Commission

1% commission (assuming a fully subscribed offering).

$ 2,160.00

Series #NHMOP

Dalmore

Dalmore Fees (2)

One-time expense allowance of $5,000, Consulting fees of $20,000

$25,000

Ark7 Properties Plus LLC

Dalmore

 

____________________

  1. The company notes that this fee may be up to 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Whether it is 15% or less will be demined for each Series by the Managing Member in its sole discretion. The Managing Member, Ark7, has determined the Asset Management Fee is 15% for Series #NHMOP.
  2. The company notes that the cumulative fee of $25,000 was paid to Dalmore by Ark7 Properties Plus LLC. The company intends for each current and future Series to pay its a share of $25,000, determined by the Managing Member. Series #NHMOP is responsible for $1,923. Series #NHMOP intends to reimburse Ark7 Properties Plus LLC $1,923 with proceeds from this Offering. In the event that Series #NHMOP does not raise the maximum offering amount, Ark7 Properties Plus LLC will waive the remaining amount owed by Series #NHMOP.

3

 

The Series #ORHOF Offering

 

Maximum Offering Amount

 

Up to $ 250,000.00 of Series #ORHOF Interests to be acquired pursuant to a Subscription Agreement are being offered on a "best efforts" basis.

 

Minimum Offering Amount

 

None.

 

Price Per Security

 

$ 100.00 per Series #ORHOF Interest

 

Minimum Investment

 

One Series Interest per investor.

 

Use of Proceeds

 

The proceeds from the sale of Series #ORHOF will be used for general working capital, repayment of loans to the company's Managing Member, create a maintenance reserve for the applicable Underlying Asset, pay brokerage commissions to Dalmore, pay offering expenses, and pay the Sourcing Fee.

 

Series Interests outstanding before the offering

 

Series #ORHOF Interest: 10

 

Series Interests outstanding after the offering

 

Series #ORHOF Interest: 2,500

 

 

Broker Fees and Related Party Fees

 

PAYMENT

DESCRIPTION

AMOUNT

PAYOR

PAYEE

Sourcing Fee

No greater than 3% of the maximum offering size.

$ 7,500.00

Series #ORHOF

Ark7 Inc.

Asset Management Fee (1)

Equal to 15 % of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement.

TBD

Series #ORHOF

Ark7 Inc.

Dalmore Commission

1% commission (assuming a fully subscribed offering).

$ 2,500.00

Series #ORHOF

Dalmore

Dalmore Fees (2)

One-time expense allowance of $5,000, Consulting fees of $20,000

$25,000

Ark7 Properties Plus LLC

Dalmore

 

____________________

  1. The company notes that this fee may be up to 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Whether it is 15% or less will be demined for each Series by the Managing Member in its sole discretion. The Managing Member, Ark7, has determined the Asset Management Fee is 15% for Series #ORHOF.
  2. The company notes that the cumulative fee of $25,000 was paid to Dalmore by Ark7 Properties Plus LLC. The company intends for each current and future Series to pay its a share of $25,000, determined by the Managing Member. Series #ORHOF is responsible for $1,923. Series #ORHOF intends to reimburse Ark7 Properties Plus LLC $1,923 with proceeds from this Offering. In the event that Series #ORHOF does not raise the maximum offering amount, Ark7 Properties Plus LLC will waive the remaining amount owed by Series #ORHOF.

4

 

The Series #DIVTU Offering

 

Maximum Offering Amount

 

Up to $ 305,000.00 of Series #DIVTU Interests to be acquired pursuant to a Subscription Agreement are being offered on a "best efforts" basis.

 

Minimum Offering Amount

 

None.

 

Price Per Security

 

$ 100.00 per Series #DIVTU Interest

 

Minimum Investment

 

One Series Interest per investor.

 

Use of Proceeds

 

The proceeds from the sale of Series #DIVTU will be used for general working capital, repayment of loans to the company's Managing Member, create a maintenance reserve for the applicable Underlying Asset, pay brokerage commissions to Dalmore, pay offering expenses, and pay the Sourcing Fee.

 

Series Interests outstanding before the offering

 

Series #DIVTU Interest: 10

 

Series Interests outstanding after the offering

 

Series #DIVTU Interest: 3,050

 

 

Broker Fees and Related Party Fees

 

PAYMENT

DESCRIPTION

AMOUNT

PAYOR

PAYEE

Sourcing Fee

No greater than 3% of the maximum offering size.

$ 9,150.00

Series #DIVTU

Ark7 Inc.

Asset Management Fee (1)

Equal to 15 % of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement.

TBD

Series #DIVTU

Ark7 Inc.

Dalmore Commission

1% commission (assuming a fully subscribed offering).

$ 3,050.00

Series #DIVTU

Dalmore

Dalmore Fees (2)

One-time expense allowance of $5,000, Consulting fees of $20,000

$25,000

Ark7 Properties Plus LLC

Dalmore

 

____________________

  1. The company notes that this fee may be up to 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Whether it is 15% or less will be demined for each Series by the Managing Member in its sole discretion. The Managing Member, Ark7, has determined the Asset Management Fee is 15% for Series #DIVTU.
  2. The company notes that the cumulative fee of $25,000 was paid to Dalmore by Ark7 Properties Plus LLC. The company intends for each current and future Series to pay its a share of $25,000, determined by the Managing Member. Series #DIVTU is responsible for $1,923. Series #DIVTU intends to reimburse Ark7 Properties Plus LLC $1,923 with proceeds from this Offering. In the event that Series #DIVTU does not raise the maximum offering amount, Ark7 Properties Plus LLC will waive the remaining amount owed by Series #DIVTU.

5

 

Selected Risks

 

The company's business is subject to a number of risks and uncertainties, including those highlighted in the section titled "Risk Factors" immediately following this summary. These risks include, but are not limited to, the following:

 

  • An investment in an offering constitutes only an investment in that Series and not in the company or any Underlying Asset.
  • Liability of investors between series of interests.
  • Each Series Interest will rely on its Managing Member, Ark7 to manage each property.
  • If Ark7, the company's Asset Manager, fails to retain its key personnel, the company may not be able to achieve its anticipated level of growth and its business could suffer.
  • Ark7 Inc. is both the Asset Manager and the Managing Member, and compensation terms were not determined on an arm's length basis.
  • There is competition for time among the various entities sharing the same management team.
  • There is currently no trading market for the company's securities.
  • The company has limited operating history for investors to evaluate.
  • Possible Changes in Federal Tax Laws make it impossible to giver certainty to the tax treatment of any series of interest.
  • The company's consolidated financial statements include a going concern opinion.
  • The company may not raise sufficient funds to achieve its business objectives.
  • The company's management has full discretion as to the use of proceeds from the offering.
  • If the company does not raise the maximum offering amount, the Series will have to service the debt to a related party, Ark7, pursuant to the intercompany loan agreement and Asset Management Agreement.
  • If the company does not raise the maximum offering amount, the Series will not be able to fund the operating reserve or fund planned renovations.
  • The purchase prices for the Series Interests have been arbitrarily determined.
  • If the company does not successfully dispose of real estate assets, you may have to hold your investment for an indefinite period.
  • Competition with other parties entering real estate investment business may reduce the company's profitability.
  • The company does not intend to hire an escrow agent and there will be no escrow account, therefore there is no independent third-party holding investors funds until they are released to the company.
  • The company's real estate and real estate-related assets will be subject to the risks typically associated with real estate.
  • The underlying value and performance of any real estate asset will fluctuate with general and local economic conditions.
  • The market in which the company participates is competitive and, if it does not compete effectively, its operating results could be harmed.
  • An Underlying Asset that has significant vacancies could be difficult to sell, which could diminish the return on the Underlying Asset.
  • The company may decide to sell an Underlying Asset which could conflict with an investor's interests.
  • A decline in general economic conditions in the markets in which each Underlying Asset is located or in the United States generally could lead to an increase in tenant defaults, lower rental rates and less demand for commercial real estate space in those markets.
  • Lawsuits may arise between the company and its tenants resulting in lower cash distributions to investors.
  • Costs imposed pursuant to governmental laws and regulations may reduce the company's net income and the cash available for distributions to its investors.
  • 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 or other damage claims could reduce the amounts available for distribution to the company's investors.
  • Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions.
  • Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce the company's cash flows and the return on investment.
  • The company's Operating Agreement and applicable Series Interest Subscription Agreement each include a forum selection provision, that requires disputes be resolved in state or federal courts in the State of California, under Delaware law, regardless of convenience or cost to you, the investor, which could result in less favorable outcomes to the plaintiff(s) in any action against our company.
  • Investors in this offering may not be entitled to a jury trial with respect to claims arising under the applicable Series Interest Subscription Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the Agreement.
  • The company's results of operations may be negatively impacted by the coronavirus outbreak.
  • Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect the company's business.

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RISK FACTORS

 

 

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent those attacks). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

 

Risks Relating to the Structure, Operation and Performance of the Company

 

An investment in an offering constitutes only an investment in that Series and not in the company or any Underlying Asset. A purchase of Series Interests in a Series does not constitute an investment in either the company or an Underlying Asset directly, or in any other Series Interest. This results in limited voting rights of the investor, which are solely related to a particular Series, and are further limited by the Series Limited Liability Company Agreement of Ark7 Properties dated March 17, 2022, (the "Operating Agreement") of the company, described further herein. Investors will have limited voting rights. Thus, the Managing Member and the Asset Manager retain significant control over the management of the company, each Series and the Underlying Assets.

 

Furthermore, because the Interests in a Series do not constitute an investment in the company as a whole, holders of the Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series. In addition, the economic interest of a holder in a Series will not be identical to owning a direct undivided interest in an Underlying Asset because, among other things, before distributions are made to the holders, the Asset Manager will receive a fee in respect of its management of the Underlying Asset.

 

Liability of investors between series of interests. The company is structured as a Delaware series limited liability company that issues a separate series of interests for each Underlying Asset. Each series of interests will merely be a separate series and not a separate legal entity. Under the Delaware Limited Liability Company Act (the "LLC Act"), if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability of investors holding one series of interests is segregated from the liability of investors holding another series of interests and the assets of one series of interests are not available to satisfy the liabilities of other series of interests.

 

Although this limitation of liability is recognized by the courts of Delaware, 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 corporation law, and in the past certain jurisdictions have not honored such interpretation.

 

If the company's series limited liability company structure is not respected, then investors may have to share any liabilities of the company with all investors and not just those who hold the same series of interests as them. Furthermore, while the company intends to maintain separate and distinct records for each series of interests 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(b) of the LLC Act and thus potentially expose the assets of a series to the liabilities of another series of interests. The consequence of this is that investors may have to bear higher than anticipated expenses which would adversely affect the value of their Series Interests, or the likelihood of any distributions being made by a particular Series to its investors.

7

 

In addition, the company is not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series of interests should be applied to meet the liabilities of the other series of interests or the liabilities of the company generally where the assets of such other series of interests or of the company generally are insufficient to meet its liabilities.

 

Each Series Interest will rely on its Managing Member, Ark7 to manage each property. Following the acquisition of any Underlying Asset, the Underlying Asset will be managed by Ark7. In addition, Ark7 will be entitled to certain fees in exchange for its day-to-day operations of each Underlying Asset. Any compensation arrangements will be determined by Ark7 sitting on both sides of the table and will not be an arm's length transaction.

 

If Ark7, the company's Asset Manager, fails to retain its key personnel, the company may not be able to achieve its anticipated level of growth and its business could suffer. The company's future depends, in part, on Ark7's ability to attract and retain key personnel. Its future also depends on the continued contributions of the executive officers and other key personnel of Ark7, each of whom would be difficult to replace.

 

In particular, Yizhen Zhao, who is the Chief Executive Officer of Ark7, is critical to the management of the company's business and operations and the development of its strategic direction. The loss of the services of Mr. Zhao or other executive officers or key personnel of Ark7 and the process to replace any of those key personnel would involve significant time and expense and may significantly delay or prevent the achievement of the company's business objectives.

 

Ark7 Inc. is both the Asset Manager and the Managing Member. Ark7 Inc. is both the Asset Manager and the Managing Member. The Managing Member has appointed the Asset Manager. On balance, Ark7 Inc. controls all of the decisions related to each Series:

 

  • Care of the Underlying Asset.
  • Custody of the Underlying Asset.
  • Maintenance of the Underlying Asset.
  • Management of the Underlying Asset.
  • Ability and to take any action that it deems necessary or desirable.
  • The authority to sell of the Underlying Asset.
  • Whether to encumber of the Underlying Asset.
  • Whether to convey the Underlying Asset.
  • Whether the Sourcing Fee (3.0%) will be paid to the Asset Manager, i.e. itself.
  • Determination of the Asset Management Fee.

 

None of the responsibilities and determinations listed above will be made at arm's length and all of these decisions may unjustly financially reward Ark7 to the detriment of each Series and the investors. These conflicts may inhibit or interfere with the sound and profitable operation of the company and much smaller, if any, distributions made to the investors.

 

Further, the fees to be paid to the Managing Member and Asset Manager were determined internally, by the company and Ark7 and the company did not rely on any independent assessment of market rates. Accordingly, the determination of fees was not made at arm's length and may result in (i) smaller distributions made to investors, if any at all, (ii) the interference with the sound and profitable operation of the company and (iii) the fees paid to the Managing Member and Asset Manager may be higher than the fees that would be paid to an unaffiliated third party given the lack of an independent assessment as to the determination of the fees.

8

 

There may be competition for time among the various entities sharing the same management team. Currently, Ark7 is the Managing Member of Ark7 Properties and each series identified under "Series Offering Table" above. Ark7 intends to also be the Managing Member of future Series. It is foreseeable that at certain times the various entities will be competing for time from the management team.

 

There is currently no trading market for the company's securities. There is currently no public trading market for any Series Interests, and an active market may not develop or be sustained. If an active public or private trading market for the Securities does not develop or is not sustained, it may be difficult or impossible for you to resell your Series Interests at any price. Even if a public or private market does develop, the market price could decline below the amount you paid for your Interests.

 

The company has limited operating history for investors to evaluate. The company was recently formed and the Series formed have generated limited revenues and have limited operating history upon which prospective investors may evaluate their performance. Further, the Series included as part of this post-qualification amendment have no operating history at all. No guarantee can be given that the company or any Series Interest will achieve their investment objectives, the value of any Underlying Asset will increase or that any Underlying Asset will be successfully monetized.

 

The company's consolidated financial statements include a going concern opinion. The company's financial statements were prepared on a "going concern" basis. Certain matters, as described in the accompanying financial statements, indicate there may be substantial doubt about the company's ability to continue as a going concern. Specifically, the company is newly formed and has not generated revenue from operations. The company will require additional capital until revenue from operations are sufficient to cover operational costs. Successful development of the company and ultimately the attainment of profitable operations is dependent upon future events including adequate financing, continuous support from Ark7, general and economic conditions on the real estate market and achieving a level of income adequate to support the company's cost structure. Therefore, there is substantial doubt about the ability of the company to continue as a going concern.

9

 

Risks Relating to the Offering

 

The company may not raise sufficient funds to achieve its business objectives. There is no minimum amount required to be raised before the company can accept your subscription for the Series Interests, and it can access the funds immediately. The company may not raise an amount sufficient for it to meet all of its objectives. Once the company accepts your investment funds, there will be no obligation to return your funds. Even if other Series Interests are sold, there may be insufficient funds raised through this offering to cover the expenses associated with the offering or complete development and implementation of the company's operations. The lack of sufficient funds to pay expenses and for working capital will negatively impact the company's ability to implement and complete its planned use of proceeds.

 

The company's management has full discretion as to the use of proceeds from the offering. The company presently anticipates that the net proceeds from the offering will be used by us as general working capital, repayment of outstanding loans, loans to the company's Managing Member and the creation of a maintenance reserve account for the applicable Underlying Asset. The company reserves the right, however, to use the funds from the offering for other purposes not presently contemplated herein but which are related directly to growing its current business. As a result of the foregoing, purchasers of the Series Interests hereby will be entrusting their funds to the company's management, upon whose judgment and discretion the investors must depend, with only limited information concerning management's specific intentions.

 

If the company does not raise the maximum offering amount, the Series will have to service the debt to a related party, Ark7, pursuant to the intercompany loan agreement and Asset Management Agreement. The company presently anticipates that the net proceeds from the offering will be used first to repay the intercompany loan to Ark7 before making improvements to the property of funding an operating reserve account for future maintenance of the applicable Underlying Asset. The company reserves the right, however, to use the funds from the offering for other purposes not presently contemplated herein but which are related directly to growing its current business. As a result of the foregoing, purchasers of the Series Interests hereby will be entrusting their funds to the company's management, upon whose judgment and discretion the investors must depend, with only limited information concerning management's specific intentions.

 

If the company does not raise the maximum offering amount, the Series will not be able to fund the operating reserve or fund planned renovations. In the event that the company does not raise the maximum offering amount, the Series will not be able to fund the operating reserve or fund the planned renovations. Without an operating reserve or funds for planned renovations, the company may not have cash available on hand to make required repairs or renovations. This could negatively impact our ability to lease the property, thereby harming the financial position of the Series.

 

The purchase prices for the Series Interests have been arbitrarily determined. The purchase price for the Series Interests has been arbitrarily determined by the company and bears no relationship to the company's assets, book value, earnings or other generally accepted criteria of value. In determining pricing, the company considered factors such as the company's limited financial resources, the nature of its assets, estimates of its business potential, the degree of equity or control desired to be retained by the existing interest holders and general economic conditions.

10

 

If the company does not successfully dispose of real estate assets, you may have to hold your investment for an indefinite period. The determination of whether to dispose of the Underlying Asset is entirely at the discretion of the company. Even if the company decides to dispose of an Underlying Asset, the company cannot guarantee that it will be able to dispose of the Underlying Asset at a favorable price to investors.

Competition with other parties entering real estate investment business may reduce the company's profitability. There are and will be other entities engaged in real estate investment, including financial institutions, many of which have greater resources than the company does. Larger entities may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and built-in client base. Such competition could make it more difficult to obtain future funding, which could affect the company's growth as a company.

 

The company does not intend to hire an escrow agent and there will be no escrow account, therefore there is no independent third-party holding investors funds until they are released to the company. Typically, the escrow agent retains custody of the assets such as cash, until certain conditions are met, at which time those assets are released to the company. In this offering the company has not retained an escrow agent and there will be no escrow account, therefore investors may be subject to increased administrative risk as additional administrative burdens will be placed on the company who may or may not have the expertise to administer the escrow seamlessly.

11

 

Risks Related to Taxation

 

Changes in Federal tax laws may have adverse or unexpected effects on our investors. The Internal Revenue Code (the "Code") is subject to change by Congress, and interpretations of the Code may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment in any Series of the Company would be limited to prospective effect. For instance, prior to effectiveness of the Tax Cuts and Jobs Act of 2017, an exchange of the Shares of one Series for another might have been a non-taxable 'like-kind exchange' transaction, while transactions now only qualify for that treatment with respect to real property. Accordingly, the ultimate effect on an Investor's tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be.

 

Each series will be taxed as a partnership, with the profits and losses of the Series flowing to investors regardless of whether there is cash available for distributions. For this offering of series interests to investors, each series will be taxed as a partnership, rather than as a corporation. This means that the Series will itself not owe or report any profits and losses for tax purposes, but will instead provide investors with a Schedule K-1 tax statement identifying the investor's pro rata share of any profits and losses of the Series. The calculation of net profits for the purposes of taxation is determined prior to our Managing Member assessing whether to hold back funds for future working capital purposes. As such, there may be times when the Series is reporting a net profit to investors, but does not have funds available for distribution to investors to cover their personal tax liability.

 

The company will not attempt to qualify any Series in this Offering as a REIT, which may have an adverse effect on taxation for investors. For the Series in this Offering Circular, the Company will not seek REIT qualification. Under certain circumstances, electing taxation as a REIT can positively impact the taxation of a real estate investment. Additionally, REIT election can, in some cases, provide a competitive advantage to certain real estate projects. As a result, not attempting to qualify the initial Series in this Offering Circular may have adverse tax ramifications for investors. For more information on the taxation of this investment, please review the summary in "U.S. Federal Income Tax Considerations" below. Before investing in the Series in this Offering Circular, you should get advice about the taxation aspects of this investment from your financial and tax advisors.

12

 

Risk Factors Related to the Real Estate Market

 

The company's real estate and real estate-related assets will be subject to the risks typically associated with real estate. The properties the company acquires will be subject to the risks typically associated with real estate. The value of real estate may be adversely affected by a number of risks, including:

 

  • natural disasters such as hurricanes, earthquakes and floods;
  • pandemics, such as COVID-19;
  • acts of war or terrorism, including the consequences of terrorist attacks;
  • adverse changes in national and local economic and real estate conditions;
  • an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants;
  • changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance therewith and the potential for liability under applicable laws;
  • costs of remediation and liabilities associated with environmental conditions affecting properties; and
  • the potential for uninsured or underinsured property losses.

 

The value of each property is directly related to 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 the property. Many expenditures associated with properties (such as operating expenses and capital expenditures) cannot be reduced when there is a reduction in income from the properties.

 

The underlying value and performance of any real estate asset will fluctuate with general and local economic conditions. The successful operation of any real estate asset is significantly related to general and local economic conditions. Periods of economic slowdown or recession, significantly rising interest rates, declining employment levels, decreasing demand for real estate, declining real estate values, or the public perception that any of these events may occur, can result in reductions in the underlying value of any asset and result in poor economic performance. In such cases, investors may lose the full value of their investment, or may not experience any distributions from the real estate asset.

 

The market in which the company participates is competitive and, if it does not compete effectively, its operating results could be harmed. The company competes with many other entities engaged in real estate acquisition and operating activities, including but not limited to individuals, corporations, bank and insurance company investment accounts, real estate investment trusts, and private real estate funds. This market is competitive and rapidly changing. The company expects competition to persist and intensify in the future, which could harm its ability to acquire properties on terms that investors find to be reasonable.

 

An Underlying Asset that has significant vacancies could be difficult to sell, which could diminish the return on the Underlying Asset. An Underlying Asset may incur vacancies either by the expiration of tenant leases or the continued default of tenants under their leases. If vacancies continue for a long period of time, the company may suffer reduced revenues resulting in less cash available for distribution to its investors. In addition, the resale value of the Underlying Asset could be diminished because the market value of each Underlying Asset will depend principally upon the value of the cash flow generated by the leases associated with that Underlying Asset. Such a reduction in the resale value of a property could also reduce the value of investor interests.

13

 

The company may decide to sell an Underlying Asset which could conflict with an investor's interests. Ark7, the Managing Member, may determine when to sell any Underlying Asset at any time in accordance with the management rights afforded to the Managing Member. Investors will not have a say in this decision. The timing and decision to sell an Underlying Asset may conflict with investors personal interests, beliefs or theories regarding the real estate market. Further, it is possible the sale was not done at an optimal time. In any case, investors would not have any cause of action against the company or Managing Member for such sales.

 

Property taxes could increase due to property tax rate changes or reassessment, which could impact our financial condition, results of operations and cash flow. Each series will be required to pay state and local taxes on its property. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. If the property taxes we pay increase, our financial condition, results of operations, cash flow, the value of our interests and our ability to satisfy our principal and interest obligations and to make distributions to our investors could be adversely affected.

 

A decline in general economic conditions in the markets in which each Underlying Asset is located or in the United States generally could lead to an increase in tenant defaults, lower rental rates and less demand for commercial real estate space in those markets. As a result of these trends, the company may be more inclined to provide leasing incentives to its tenants in order to compete in a more competitive leasing environment. Such trends may result in reduced revenue and lower resale value of properties, which may reduce your return.

 

Lawsuits may arise between the company and its tenants resulting in lower cash distributions to investors. Disputes between landlords and tenants are common. These disputes may escalate into legal action from time to time. In the event a lawsuit arises between the company and a tenant it is likely that the company will see an increase in costs. Accordingly, cash distributions to investors may be affected.

 

Costs imposed pursuant to governmental laws and regulations may reduce the company's net income and the cash available for distributions to its investors. Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. The company could be subject to liability in the form of fines, penalties, or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns. Some of these laws and regulations may impose joint and several liability on the tenants, owners, or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. Activities of the company's tenants, the condition of properties at the time the company buys them, operations in the vicinity of its properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect its properties. The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder the company's ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages the company must pay will reduce its ability to make distributions and may reduce the value of your investment.

14

 

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 or other damage claims could reduce the amounts available for distribution to the company's investors. Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. 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 you.

 

Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions. Each Underlying Asset may be subject to the Americans with Disabilities Act of 1990, as amended, or the ADA. Under the ADA, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The ADA has separate compliance requirements for "public accommodations" and "commercial facilities" that generally require that buildings and services be made accessible and available to people with disabilities. The ADA's requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any funds used for ADA compliance will reduce the company's net income and the amount of cash available for distributions to investors.

 

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce the company's cash flows and the return on investment. There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution, or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums the company pays for coverage against property and casualty claims. Additionally, to the extent the company finances the acquisition of an Underlying Asset, mortgage lenders in some cases insist that commercial property owners purchase coverage against terrorism as a condition for providing mortgage loans. Such insurance policies may not be available at reasonable costs, if at all, which could inhibit the company's ability to finance or refinance its properties if so required. In such instances, the company may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. The company may not have adequate coverage for such losses. If any of the properties incur a casualty loss that is not fully insured, the value of the assets will be reduced by any such uninsured loss, which may reduce the value of investor interests. In addition, other than any working capital reserve or other reserves the company may establish, the company has no additional sources of funding to repair or reconstruct any uninsured property. Also, to the extent the company must pay unexpectedly large amounts for insurance, it could suffer reduced earnings that would result in lower distributions to investors.

15

 

Risks related to forum selection and jury waivers

 

The company's Operating Agreement and applicable Series Interest Subscription Agreement each include a forum selection provision, that requires disputes be resolved in state or federal courts in the State of California, under Delaware law, regardless of convenience or cost to you, the investor, which could result in less favorable outcomes to the plaintiff(s) in any action against our company.

 

Operating Agreement: Our Series Limited Liability Company Agreement of Ark7 Properties Plus LLC (the "Operating Agreement") includes a forum selection provision that requires any suit, action, or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with the Operating Agreement, or the transactions contemplated thereby be brought in state or federal court of competent jurisdiction located within the State of California.

 

This forum selection provision may limit investors' ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations thereunder.

 

Subscription Agreement: Our applicable Series Interest Subscription Agreement for each manner of investing and class of security includes a forum selection provision that requires any suit, action, or proceeding arising from the applicable Series Interest Subscription agreement be brought in a state of federal court of competent jurisdiction located within the State of California. This forum selection provision may limit investors' ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations thereunder.

 

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the applicable Series Interest Subscription Agreement, or Operating Agreement which could result in less favorable outcomes to the plaintiff(s) in any action under these Agreements. Investors in this offering will be bound by the applicable Series Interest Subscription Agreement and the Operating Agreement, both of which include a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to this agreement. By signing these agreements, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor's jury trial rights following consultation with the investor's legal counsel.

16

 

If the company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To the company's knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, the company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the applicable Series Interest Subscription Agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within an agreement is sufficiently prominent such that a party knowingly, intelligently, and voluntarily waived the right to a jury trial. The company believes that this is the case with respect to the applicable Series Interest Subscription Agreement. You should consult legal counsel regarding the jury waiver provision before entering into the applicable Series Interest Subscription Agreement.

 

If you bring a claim against the company in connection with matters arising under the applicable Series Interest Subscription Agreement or Operating Agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under one of those agreements, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

 

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the applicable Series Interest Subscription Agreement or Operating Agreement with a jury trial. No condition, stipulation or provision of the applicable Series Interest Subscription Agreement or Operating Agreement serves as a waiver by any holder of the company's securities or by the company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

 

In addition, when the units are transferred, the transferee is required to agree to all the same conditions, obligations, and restrictions applicable to the units or to the transferor with regard to ownership of the units, that were in effect immediately prior to the transfer of the units, including the applicable Series Interest Subscription Agreement and the Operating Agreement.

17

 

Risks Related to Covid-19

 

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect the company's business. The company's business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus, or COVID-19. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could adversely affect the value of the Common Stock and the financial condition of the company's investors or prospective investors, resulting in reduced demand for the Common Stock generally. "Shelter-in-place" or other such orders by governmental entities could also disrupt the company's operations, if employees, who cannot perform their responsibilities from home, are not able to report to work.

18

 

DILUTION

 

 

Dilution means a reduction in value, control, or earnings of the units the investor owns.

 

As of the date of this Offering Circular, Ark7 owns 100% of the company's membership interests. Those membership interests are not connected to any specific Series Interest. Investors in this offering will be acquiring Series interests for the Series included on the cover page to this offering circular. The economic rights of each Series Interest will be based on the corresponding Underlying Asset. As such, investors will not experience dilution except as a result of the sale of additional interests of the Series to which they have subscribed.

19

 

PLAN OF DISTRIBUTION

 

 

The company is offering up to 2,160 units of Series #NHMOP Interests on a "best efforts" basis at a price of $ 100.00 per Series Interest. There is no minimum investment amount, however each investor must purchase at least one Series Interest.

 

The company is offering up to 2,500 units of Series #ORHOF Interests on a "best efforts" basis at a price of $ 100.00 per Series Interest. There is no minimum investment amount, however each investor must purchase at least one Series Interest.

 

The company is offering up to 3,050 units of Series #DIVTU Interests on a "best efforts" basis at a price of $ 100.00 per Series Interest. There is no minimum investment amount, however each investor must purchase at least one Series Interest.

 

The company plans to market the securities directly on a "best efforts" basis. The company intends to use its website and an offering landing page to offer the Series Interests to eligible investors. The company's officers, directors, employees, and advisors may participate in the offering. When applicable, the company intends to prepare written materials and respond to investors after the investors initiate contact with the company, however the company's officers, directors, employees and advisors will not orally solicit investors. As of the date of this Offering Circular the company has not prepared any written materials.

 

The Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the company's website www.ark7.com. Prospective investors may subscribe for the company units in this offering only through the website. In order to subscribe to purchase our interests, a prospective investor must electronically complete, sign and deliver to us an executed subscription agreement like the one attached to this Offering Statement, of which this Offering Circular is part, as Exhibit 4.1 and wire funds for its subscription amount in accordance with the instructions provided therein.

 

We reserve the right to reject any investor's subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a "qualified purchaser" for purposes of Section 18(b)(4)(D)(ii) of the Securities Act, or for other factors such as, but not limited to, investors providing incorrect payment information, or the investor not satisfying AML/KYC screening criteria of the Broker. If the offering terminates or if any prospective investor's subscription is rejected, all funds received from such investors will be returned without interest or deduction.

 

Further, pursuant to section 6 in the applicable Series Interest Subscription Agreement, the subscriptions are irrevocable by the investor.

 

After each closing, funds tendered by investors will be available to the company for its use.

 

The offering will terminate at the earlier of (i) the date at which the maximum offering amount has been sold, (ii) the date at which the offering is earlier terminated by the company, in its sole discretion or (iii) the date that is three years from this offering being qualified by the SEC.

 

The company is conducting a continuous offering, in which it intends to accept investor funds until the offering is terminated. As there is no minimum, the company may, in its sole discretion, undertake one or more closings on a rolling basis, regardless of the amount of funds, and intends to affect a close every 7 business days and, after each closing, funds tendered by investors will be available to the company, and interests will be issued to investors. The initial closing will occur as soon as funds clear. We expect to hold subsequent closings every 7 business days. Assuming additional information does not need to be provided for due diligence (AML/KYC) and the investment has been funded it will take up to 3 business days to determine whether a subscription agreement has been accepted or rejected. In the event additional information is required from the subscriber, within 3 business days, the company will reach out to the subscriber for that information.

 

Each closing involves administrative burden to the company, and so the company intends to use periodic closings to reduce that burden, allowing the company to place more focus on its real estate operations.

20

 

As noted above, the company intends to effect closings every 7 days, but may undertake additional closings upon considering certain factors, such as:

 

  • The amount of money contained in the company's segregated account of the applicable Series Interest; and
  • The number of subscriptions received.

 

The company has also engaged Dalmore Group, LLC ("Dalmore") a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services:

 

  • Review investor information, including KYC ("Know Your Customer") data, perform AML ("Anti Money Laundering") and other compliance background checks, and provide a recommendation to the company whether or not to accept an investor as a customer.
  • Review each investor's applicable Series Interest Subscription Agreement to confirm such investor's participation in the offering and provide a determination to the company whether or not to accept the use of the applicable Series Interest Subscription Agreement for the investor's participation.
  • Contact and/or notify the company, if needed, to gather additional information or clarification on an investor;
  • Not provide any investment advice nor any investment recommendations to any investor;
  • Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in its performance pursuant to the terms of the agreement (e.g., as needed for AML and background checks); and
  • Coordinate with third party providers to ensure adequate review and compliance.

 

As compensation for the services listed above, the company has agreed to pay Dalmore a commission equal to 1% of the amount raised in the offering, $5,060, to support the offering on all newly invested funds after the issuance of a No Objection Letter by FINRA.

 

SERIES

 

OFFERING AMOUNT

 

1% OWED TO DALMORE

Series #NHMOP

 

$
216,000

 

$
2,160

Series #ORHOF

 

$
250,000

 

$
2,500

Series #DIVTU

 

$
305,000

 

$
3,050

TOTAL AMOUNT OWED TO DALMORE

 

 

 

$
7,710

 

In addition, the company has paid Dalmore a $5,000 one-time advance expense allowance to cover reasonable out-of-pocket accountable expenses anticipated to be incurred by Dalmore in connection with this offering. Dalmore will refund any amount related to this expense allowance to the extent it is not used, incurred, or provided to the company. The company has also agreed to pay Dalmore a one-time consulting fee of $20,000 to provide ongoing general consulting services relating to this offering such as coordination with third party vendors and general guidance with respect to the offering, which will be due and payable within 30 days after this offering is qualified by the SEC and the receipt of a No Objection Letter from FINRA. Assuming the offering is fully subscribed, the company estimates that total fees due to pay Dalmore, including the one-time advance expense allowance fee of $5,000 and consulting fee of $20,000, would be $32,710.

21

 

Selling Security holders

 

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the company.

 

Transfer Agent

 

The company has engaged Vertalo as its transfer agent.

 

Process of Subscribing

 

After the offering Statement has been qualified by the Commission, the company will accept tenders of funds to purchase the Series Interests.

 

Investors will be required to complete an applicable Series Interest Subscription Agreement in order to invest. The applicable Series Interest Subscription Agreement includes a representation by the investor to the effect that, if the investor is not an "accredited investor" as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of their annual income or 10% of their net worth (excluding the investor's principal residence).

 

To subscribe for the Series Interests, each prospective investor must:

 

  1. Go to https://www.ark7.com, complete user registration;
  2. Complete profile setup and link a bank account;
  3. Navigate to open prospective offering page, click on the "Buy" button; that will open the subscribe panel;
  4. Complete subscribe information and review and sign the applicable Series Interest Subscription Agreement;
  5. Based on your account status, the company may ask an Investor to provide identification or accreditation proof documents before accepting the subscription.

 

Any potential investor will have ample time and is advised to review the applicable Series Interest Subscription Agreement, along with their counsel, prior to making any final investment decision.

 

The company may close on investments on a "rolling" basis (so not all investors will receive their Series Interests on the same date). Investors may subscribe by tendering funds by check, wire transfer, or ACH transfer to the segregated account controlled by the company until the company has accepted the investor's subscription. Assuming additional information does not need to be provided for due diligence (AML/KYC) and the investment has been funded it will take up to 3 business days to determine whether a subscription agreement has been accepted or rejected. In the event additional information is required from the subscriber, within 3 business days, the company will reach out to the subscriber for that information.

 

Upon closing, funds tendered by investors will be made available to the company for its use. The company has the right to refuse to sell the Series Interests to any prospective investor or for any reason in its sole discretion, including, without limitation, if such prospective investor does not promptly supply all information requested by the company in connection with such prospective investor subscription.

22

 

In addition, in the company's sole discretion, it may establish a limit on the purchase of Series Interests by particular prospective investors. The following limits have been established for the Series Interests as set forth in their respective Series Designations:

 

SERIES

 

LIMIT

(A prospective investor may not purchase more than the amount set forth below).

 

APPLICATION OF THE PURCHASE LIMIT

Series #WGI3Z

 

19.9%

 

All investors are subject to this limit

Series #0XYT6

 

19.9%

 

All investors are subject to this limit

Series #ZIE3T

 

19.9%

 

All investors are subject to this limit

Series #JTDXY

 

19.9%

 

All investors are subject to this limit

Series #FTWDS

 

19.9%

 

All investors are subject to this limit

Series #P7FJ5

 

19.9%

 

All investors are subject to this limit

Series #WRA7O

 

19.9%

 

All investors are subject to this limit

Series #SOV9W

 

19.9%

 

All investors are subject to this limit

Series #QGXF0

 

19.9%

 

All investors are subject to this limit

Series #RPFUV

 

19.9%

 

All investors are subject to this limit

Series #NHMOP

 

19.9%

 

All investors are subject to this limit

Series #ORHOF

 

19.9%

 

All investors are subject to this limit

Series #DIVTU

 

19.9%

 

All investors are subject to this limit

 

No Escrow

 

The company has not established an escrow account or hired an escrow agent to hold funds tendered by investors. Funds will be held in a segregated account controlled by the company until the company has accepted the investor's subscription. At that time, those funds will be available to the company.

23

 

Forum Selection Provision

 

The applicable Series Interest Subscription Agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the company based on the Agreement to be brought in a state or federal court of competent jurisdiction in the State of California for the purpose of any suit, action or other proceeding arising out of or based upon the Agreement. Although the company believes the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting the company's litigation costs, to the extent it is enforceable, the forum selection provision may limit investors' ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time traveling to any particular forum so they may continue to focus on operations of the company. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The company believes that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations thereunder.

 

Jury Trial Waiver

 

The applicable Series Interest Subscription Agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the Agreement, including any claim under federal securities laws. By signing the applicable Series Interest Subscription Agreement, an investor will warrant that the investor has reviewed this waiver with the investor's legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor's legal counsel. If the company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. In addition, by agreeing to the provision, subscribers will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations promulgated thereunder.

24

 

USE OF PROCEEDS TO ISSUER

 

 

Series #NHMOP

 

Assuming a maximum raise of $216,000.00 and after deducting the estimated offering expenses of $14,790.00 in fees to Dalmore, auditor fees, legal fees, Edgarization fees and blue-sky filing fees, the net proceeds of this Series #NHMOP Interests offering would be approximately $201,210.00. The table below sets forth the uses of proceeds of the company's Series #NHMOP Interests.

 

 

USES

 

Amount Funded from the Offering

 

Percent of Gross Proceeds

Brokerage Commissions

 

$
2,160.00

 

1.0%

Purchase Price of Property (1)

 

$
155,000.00

 

71.8%

Property Purchase Expenses (1)

 

$
10,100.00

 

4.7%

Offering Expenses (2)

 

$
12,630.00

 

5.8%

Sourcing Fee (3)

 

$
6,480.00

 

3.0%

Property Improvements/Capital Expenditures

 

$
20,000.00

 

9.3%

Operating Reserve

 

$
9,630.00

 

4.5%

Total Proceeds

 

$
216,000.00

 

100.0%

_________________________________________

  1. Series #NHMOP acquired the property from a third-party seller on October 20, 2023, for $155,000.00, also incurring purchase expenses in the amount of $10,100.00 covering title fees, inspection fees, agent fees, interests, property transfer tax, notarization fees, and recording fees. The Managing Member made an intercompany loan to Series #NHMOP in the amount of $165,100.00. These funds were used for acquisition of the property and expenses related to that purchase. The intercompany loan accrues interest on the unpaid principal at a rate of 10.0% per annum, calculated semi-annually, beginning October 1, 2023, and is to be repaid in full by September 30, 2024. Series #NHMOP may prepay the loan but will be obligated to pay at least 3.0% in interest payments on the principal, which would be paid out of revenues generated by the property and not out of proceeds of the offering.
  2. Offering expenses, other than brokerage commissions, include the following: (i) $25,000 in fees payable to Dalmore, (ii) $1,600 in audit fees, (iii) $33,000 in legal fees, (iv) $13,000 in Edgarization fees and (v) $12,000 in blue sky filing fees. The company notes that this total amount equals $84,600. The company intends for Series #NHMOP to be responsible for only up to $12,630 of offering expenses, with the Managing Member responsible for the remainder, without reimbursement by Series #NHMOP.
  3. Represents a fee payable to the Asset Manager in connection with the search and negotiation of the property purchase as set forth in the Certificate of Designations for the Series (the "Sourcing Fee").

 

Assuming a maximum raise of $216,000.00 and after deducting the estimated offering expenses of $14,790.00, the net proceeds of this Series #NHMOP Interests offering would be approximately $201,210.00. The company intends to use the remaining $201,210.00 as follows, in order of priority:

 

  • Repayment of the intercompany loan ($165,100.00)
  • Brokerage commissions ($2,160.00)
  • Sourcing Fee ($6,480.00)
  • Capital Improvements ($20,000.00)
  • Operating Reserve ($9,630.00)

 

In the event the proceeds from this Offering are insufficient to repay the intercompany loan, pay brokerage commissions, or fund the Sourcing Fee, the Managing Member, Ark7 intends to be responsible for the remainder, without reimbursement by Series #NHMOP.

 

However, in the event that the company does not raise the maximum offering amount, the Series will not be able to fund the operating reserve or fund the planned renovations. Without an operating reserve or funds for planned renovations, the company may not have cash available on hand to make required repairs or renovations. This could negatively impact our ability to lease the property, thereby harming the financial position of the Series.

 

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

 

For further discussion, see the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Plan of Operations."

 

In addition, no payments will be used to pay directors. In the company's sole discretion, management fees may be incurred.

25

 

Series #ORHOF

 

Assuming a maximum raise of $250,000.00 and after deducting the estimated offering expenses of $16,550.00 in fees to Dalmore, auditor fees, legal fees, Edgarization fees and blue-sky filing fees, the net proceeds of this Series #ORHOF Interests offering would be approximately $233,450.00. The table below sets forth the uses of proceeds of the company's Series #ORHOF Interests.

 

 

USES

 

Amount Funded from the Offering

 

Percent of Gross Proceeds

Brokerage Commissions

 

$
2,500.00

 

1.0%

Purchase Price of Property (1)

 

$
165,000.00

 

66.0%

Property Purchase Expenses (1)

 

$
10,587.08

 

4.2%

Offering Expenses (2)

 

$
14,050.00

 

5.6%

Sourcing Fee (3)

 

$
7,500.00

 

3.0%

Property Improvements/Capital Expenditures

 

$
50,000.00

 

20.0%

Operating Reserve

 

$
362.92

 

0.1%

Total Proceeds

 

$
250,000.00

 

100.0%

_________________________________________

  1. Series #ORHOF acquired the property from a third-party seller on November 22, 2023, for $165,000.00, also incurring purchase expenses in the amount of $10,587.08 covering title fees, inspection fees, agent fees, interests, property transfer tax, notarization fees, and recording fees. The Managing Member made an intercompany loan to Series #ORHOF in the amount of $175,587.08. These funds were used for acquisition of the property and expenses related to that purchase. The intercompany loan accrues interest on the unpaid principal at a rate of 10.0% per annum, calculated semi-annually, beginning November 1, 2023, and is to be repaid in full by October 31, 2024. Series #ORHOF may prepay the loan but will be obligated to pay at least 3.0% in interest payments on the principal, which would be paid out of revenues generated by the property and not out of proceeds of the offering.
  2. Offering expenses, other than brokerage commissions, include the following: (i) $25,000 in fees payable to Dalmore, (ii) $1,600 in audit fees, (iii) $33,000 in legal fees, (iv) $13,000 in Edgarization fees and (v) $12,000 in blue sky filing fees. The company notes that this total amount equals $84,600. The company intends for Series #ORHOF to be responsible for only up to $12,630 of offering expenses, with the Managing Member responsible for the remainder, without reimbursement by Series #ORHOF.
  3. Represents a fee payable to the Asset Manager in connection with the search and negotiation of the property purchase as set forth in the Certificate of Designations for the Series (the "Sourcing Fee").

 

Assuming a maximum raise of $250,000.00 and after deducting the estimated offering expenses of $16,550.00, the net proceeds of this Series #ORHOF Interests offering would be approximately $233,450.00. The company intends to use the remaining $233,450.00 as follows, in order of priority:

 

  • Repayment of the intercompany loan ($175,587.08)
  • Brokerage commissions ($2,500.00)
  • Sourcing Fee ($7,500.00)
  • Capital Improvements ($50,000.00)
  • Operating Reserve ($362.92)

 

In the event the proceeds from this Offering are insufficient to repay the intercompany loan, pay brokerage commissions, or fund the Sourcing Fee, the Managing Member, Ark7 intends to be responsible for the remainder, without reimbursement by Series #ORHOF.

 

However, in the event that the company does not raise the maximum offering amount, the Series will not be able to fund the operating reserve or fund the planned renovations. Without an operating reserve or funds for planned renovations, the company may not have cash available on hand to make required repairs or renovations. This could negatively impact our ability to lease the property, thereby harming the financial position of the Series.

 

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

 

For further discussion, see the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Plan of Operations."

 

In addition, no payments will be used to pay directors. In the company's sole discretion, management fees may be incurred.

26

 

Series #DIVTU

 

Assuming a maximum raise of $305,000.00 and after deducting the estimated offering expenses of $18,750.00 in fees to Dalmore, auditor fees, legal fees, Edgarization fees and blue-sky filing fees, the net proceeds of this Series #DIVTU Interests offering would be approximately $286,250.00. The table below sets forth the uses of proceeds of the company's Series #DIVTU Interests.

 

 

USES

 

Amount Funded from the Offering

 

Percent of Gross Proceeds

Brokerage Commissions

 

$
3,050.00

 

1.0%

Purchase Price of Property (1)

 

$
210,000.00

 

68.9%

Property Purchase Expenses (1)

 

$
12,660.42

 

4.2%

Offering Expenses (2)

 

$
15,700.00

 

5.1%

Sourcing Fee (3)

 

$
9,150.00

 

3.0%

Property Improvements/Capital Expenditures

 

$
50,000.00

 

16.4%

Operating Reserve

 

$
4,439.58

 

1.5%

Total Proceeds

 

$
305,000.00

 

100.0%

_________________________________________

  1. Series #DIVTU acquired the property from a third-party seller on January 8, 2024, for $210,000.00, also incurring purchase expenses in the amount of $12,660.42 covering title fees, inspection fees, agent fees, interests, property transfer tax, notarization fees, and recording fees. The Managing Member made an intercompany loan to Series #DIVTU in the amount of $222,660.42. These funds were used for acquisition of the property and expenses related to that purchase. The intercompany loan accrues interest on the unpaid principal at a rate of 10.0% per annum, calculated semi-annually, beginning December 1, 2023, and is to be repaid in full by November 30, 2024. Series #DIVTU may prepay the loan but will be obligated to pay at least 3.0% in interest payments on the principal, which would be paid out of revenues generated by the property and not out of proceeds of the offering.
  2. Offering expenses, other than brokerage commissions, include the following: (i) $25,000 in fees payable to Dalmore, (ii) $1,600 in audit fees, (iii) $33,000 in legal fees, (iv) $13,000 in Edgarization fees and (v) $12,000 in blue sky filing fees. The company notes that this total amount equals $84,600. The company intends for Series #DIVTU to be responsible for only up to $12,630 of offering expenses, with the Managing Member responsible for the remainder, without reimbursement by Series #DIVTU.
  3. Represents a fee payable to the Asset Manager in connection with the search and negotiation of the property purchase as set forth in the Certificate of Designations for the Series (the "Sourcing Fee").

 

Assuming a maximum raise of $305,000.00 and after deducting the estimated offering expenses of $18,750.00, the net proceeds of this Series #DIVTU Interests offering would be approximately $286,250.00. The company intends to use the remaining $286,250.00 as follows, in order of priority:

 

  • Repayment of the intercompany loan ($222,660.42)
  • Brokerage commissions ($3,050.00)
  • Sourcing Fee ($9,150.00)
  • Capital Improvements ($50,000.00)
  • Operating Reserve ($4,439.58)

 

In the event the proceeds from this Offering are insufficient to repay the intercompany loan, pay brokerage commissions, or fund the Sourcing Fee, the Managing Member, Ark7 intends to be responsible for the remainder, without reimbursement by Series #DIVTU.

 

However, in the event that the company does not raise the maximum offering amount, the Series will not be able to fund the operating reserve or fund the planned renovations. Without an operating reserve or funds for planned renovations, the company may not have cash available on hand to make required repairs or renovations. This could negatively impact our ability to lease the property, thereby harming the financial position of the Series.

 

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

 

For further discussion, see the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Plan of Operations."

 

In addition, no payments will be used to pay directors. In the company's sole discretion, management fees may be incurred.

27

 

THE COMPANY'S BUSINESS

 

Overview

 

Ark7 Properties Plus LLC ("Ark7 Properties") was incorporated in the State of Delaware on March 17, 2022. Ark7 Properties is an investment vehicle which intends to enable investors to own fractional ownership of single-family home properties. This lowers the cost-of-entry and minimizes the time commitment for real estate investing. An investment in the company entitles the investor to the potential economic benefits normally associated with direct property ownership, while requiring no investor involvement in asset or property management.

 

The company intends to establish separate Series for the holding of single-family home properties to be acquired by the company. Notably, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series of the company will be enforceable against the assets of the applicable Series only, and not against the assets of the company.

 

Ark7 Properties is a wholly owned subsidiary of Ark7. As discussed further in the Series Limited Liability Company Agreement of Ark7 Properties dated March 17, 2022 (the "Operating Agreement"), Ark7 is the Managing Member of Ark7 Properties. Ark7 was incorporated in the State of Delaware on June 26, 2018. Ark7 is a real estate investment platform that allows individual investors to have direct access to quality real estate investment opportunities and invest in the units of each property. Ark7 will manage all Underlying Assets related to the various Series including the sales of property, rentals of the property, maintenance, and insurance. Ark7 also manages an affiliated entity, Ark7 Properties LLC, which has conducted offerings of securities that are limited to accredited investors only involving offerings under Rule 506(c) of Regulation D. As of the date of this offering circular, no series of Ark7 Properties LLC have been liquidated.

 

Intended Business Process

 

Generally, the company and Ark7 intends to arrange for the purchase of a specific residential property either directly by the Series or by Ark7, as described below:

 

If Ark7 or one of its subsidiaries purchased the property directly, then, after the relevant Series has obtained sufficient financing, Ark7 would sell the property to that Series for an amount equal to the original purchase price (including closing costs) plus holding costs, renovation costs and furnishing expenses incurred by Ark7 prior to the sale to the Series as well as the applicable Sourcing Fee specified in the Series Designation for the relevant Series.

 

In cases where Ark7 identifies and intends to have the Series purchase that property directly from a third-party Seller, Ark7 will loan the series the amount required to purchase the property via an intercompany loan agreement. In addition, Ark7 may decide to finance a portion of the purchase price with mortgage or other third-party financing. In both instances, it is the intent of the company and Ark7 to enter into an intercompany loan agreement describing the repayment terms.

 

In some instances, the company may set a minimum offering amount for each Series such that the net proceeds would be sufficient to finance the purchase of the identified property, plus closing costs and expected repairs, renovations, or furnishings and less any purchase financing. If the purchase agreement for the property does not include a financing condition and the closing for the property occurs prior to sufficient minimum proceeds being received, Ark7 or an affiliate may provide a loan to the Series to finance all or part of the purchase price of the property that would be repaid with the proceeds of the offering.

 

Intercompany loans between Ark7 or an affiliate of Ark7, on the one hand, and a Series, on the other hand, would generally have the following terms:

 

  • Interest: Interest will accrue on amounts outstanding under the loan at an annual fixed rate, simple interest, and would be payable upon maturity or upon full prepayment of the loan. The interest rate is expected to be equal to 9.0% per annum, but in no event shall the interest rate be less than 3.0% per annum.
  • Security: The loan would be unsecured.
  • Default: Notwithstanding anything to the contrary in the agreement, if the borrower defaults in the performance of any obligation under the agreement, then the lender may declare the principal amount owing and interest due under the agreement at that time to be immediately due and payable.
  • No prepayment penalty.

28

 

Property Overview - Series #NHMOP

 

Timeline

 

  • On August 10, 2022, Ark7 Properties established Series #NHMOP for the purpose of acquiring the property located at 215 Piedmont Ave NE, #205, Atlanta, GA 30308 (the "Piedmont Property") from a third-party seller.
  • Ark7, the company's Managing Member and Series #NHMOP entered into an inter-company loan agreement on October 1, 2023, pursuant to which Ark7 loaned Series #NHMOP $165,100 for the purpose of purchasing the Piedmont Property. Ark7 did not finance any of the funds it loaned to Series #NHMOP.
  • Series #NHMOP acquired the Piedmont Property on October 20, 2023, from a third-party seller.
  • Series #NHMOP intends to list the Piedmont Property for rental during Q4 2023.

 

The above information is preliminary and should not be considered indicative of future performance.

 

Property Summary

 

 

Address of Property

 

215 Piedmont Ave NE, #205, Atlanta, GA 30308

 

Type of Property

 

Condominium

 

Property History

 

The Condominium located at

215 Piedmont Ave NE, #205, Atlanta, GA 30308, was previously owner occupied.

 

Square Foot

 

550 square feet

 

HOA

 

The total annual assessments paid to the community association are $5,040 per year, paid monthly.

 

Acreage

 

N/A

 

Number of Units

 

N/A

 

Configuration

 

1 bedroom and 1 bathroom

 

Capital improvements intended to be made by Ark7

 

Capital improvements may include new appliances and cosmetic improvements as well as various punch list items throughout the property.

 

Total amount intended to be spent on capital improvements by Ark7

 

$
20,000

 

Total spent by Ark7 on furnishings and other expenses to prepare the property for booking

 

$
0.00

 

Debt on property

 

$165,100 due and payable to Ark7.

 

Property Listing

 

The property is managed as a single-family home rental and is listed on the following rental sites:

- Zillow

- Apartments.com

 

Sale of Property

 

In the event the company decides to sell the property, approval from the Series #NHMOP holders will not be sought.

 

 

Property History

 

The condominium located at 215 Piedmont Ave NE, #205, Atlanta, GA 30308, was previously owner occupied. The Piedmont Property was built in 1963. The Piedmont Property expects to incur approximately $20,000 of costs related to certain improvement projects to the property.

 

Prior to the acquisition of the Piedmont Property, the property was owner occupied.

 

Acquisition of the Piedmont Property

 

Series #NHMOP completed the acquisition of the Piedmont Property on October 20, 2023. The acquisition of the Piedmont Property was funded via a cash payment in the amount of $155,000. The Piedmont Property is being held by Series #NHMOP. See the "Use of Proceeds" section below for additional information regarding anticipated expenses and uses of offering proceeds.

 

Property Components & Capital Expenditures

 

The Piedmont Property was inspected by a licensed professional, and the inspection report indicated that the major property components are inacceptable, functional condition, with no obvious signs of defect.

 

With the current expected level and quality of the property components we will not recognize any deferred maintenance items and we expect that the major property components will remain in working order during the anticipated hold period for this property. In our operating estimates, we forecast a potential cost of maintenance and capital expenses as a percentage of rental income. In the case of unforeseen maintenance expenses, we could make use of our cash reserves, if necessary.

 

We anticipate that the final renovation cost, a capital expenditure, for this property will total approximately $20,000. These renovations may include new appliances and cosmetic improvements as well as various punch list items throughout the property. This renovation expense is listed in the use of proceeds for Series #NHMOP.

 

Property Manager

 

The Managing Member appointed the Asset Manager to manage the Piedmont Property. Ark7 has entered into an Asset Management Agreement with the Asset Manager. Pursuant to the terms of the Asset Management Agreement, the Series will pay the Asset Manager an annual fee (in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement) for managing the Homestead Property.

 

Property Operations and Hold Period

 

The Piedmont Property was previously owner occupied. The Managing Member intends to list the property for rent at a rate of $1,550 per month, or $18,600 per year, which is consistent with other single-family homes in the same area of Mesquite, Texas.

 

The Managing Member anticipates that this property's Operating Expenses, which include real estate taxes, property insurance and repairs and maintenance costs, will be in the range of $500 per month. This estimate is based on the Managing Members due diligence calculations and does not include the $20,000 that the company anticipates will be needed for final renovations and will be deemed a capital expenditure. For information relating to our capital expenditure expectations, see "Property Components & Capital Expenditures" above.

 

We intend to hold the Piedmont Property for 10 years during which time, we will operate the Piedmont Property as a rental property. During this period, we intend to distribute any Free Cash Flow (as defined in the Operating Agreement) to Series #NHMOP interest holders. The determination as to when the Piedmont Property should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, whether the value of the property is anticipated to appreciate or decline substantially, and how any existing lease may impact the sales price we may realize. The Managing Member may determine that it is in the best interests of shareholders to sell the Piedmont Property earlier than 10 years or to hold the property for more than 10 years.

 

Market Overview

 

As of September 2023, the latest data from various sources indicates continued growth and trends in the Atlanta, GA 30308 housing market. The key aspects of the market have been reviewed and evaluated based on reports from Redfin, Zillow, realtor.com, Rocket Homes, and Zumper:

 

  • In September 2023, the median home sale price in Atlanta, GA 30308 has continued its upward trajectory, experiencing a significant increase of 8.7% compared to the previous year. This surge has led to a median price of approximately $330,000. Over the past decade, the housing market has demonstrated a solid appreciation rate of 15.2%.
  • The Atlanta, GA 30308 area has consistently favored sellers since July 2022, indicating robust demand and limited supply. Impressively, 42% of homes were sold above their listing prices in September 2023.
  • Based on the latest U.S. Census data, the population of Atlanta, GA 30308 stood at 45,500.
  • According to the U.S. Bureau of Labor Statistics, there has been a 4.2% rise in total nonfarm employment in Atlanta between July 2022 and July 2023. The city's labor force now comprises 2,950,000 individuals, accompanied by an unemployment rate of 3.8% as of June 2023.
  • The number of homes listed for sale in Atlanta, GA 30308 grew by 12% in September 2023, with 285 homes listed.
  • Homes in the Atlanta, GA 30308 area continue to display swift market movement, with an average of 12 days on the market in September 2023, compared to 15 days the previous year.
  • As of September 2023, the average rent for a 1-bedroom condo in Atlanta, GA 30308 has reached $1,750, signifying a 5.5% increase compared to September 2022.

 

29

 

Property Overview - Series #ORHOF

 

Timeline

 

  • On September 27, 2023, Ark7 Properties established Series #ORHOF for the purpose of acquiring the property located at 215 Piedmont Ave NE, #407, Atlanta, GA 30308 (the "Piedmont Property 407") from a third-party seller.
  • Ark7, the company's Managing Member and Series #ORHOF entered into an inter-company loan agreement on November 1, 2023, pursuant to which Ark7 loaned Series #ORHOF $175,587 for the purpose of purchasing the Piedmont Property 407. Ark7 did not finance any of the funds it loaned to Series #ORHOF.
  • Series #ORHOF acquired the Piedmont Property 407 on November 22, 2023, from a third-party seller.
  • Series #ORHOF intends to list the Piedmont Property 407 for rental during Q1 2024.

 

The above information is preliminary and should not be considered indicative of future performance.

 

Property Summary

 

 

Address of Property

 

215 Piedmont Ave NE, #407, Atlanta, GA 30308

 

Type of Property

 

Condominium

 

Property History

 

The Condominium located at

215 Piedmont Ave NE, #407, Atlanta, GA 30308, was previously owner occupied.

 

Square Foot

 

931 square feet

 

HOA

 

The total annual assessments paid to the community association are $7,639 per year, paid monthly.

 

Acreage

 

N/A

 

Number of Units

 

N/A

 

Configuration

 

1 bedroom and 1 bathroom

 

Capital improvements intended to be made by Ark7

 

Capital improvements may include new appliances and cosmetic improvements as well as various punch list items throughout the property.

 

Total amount intended to be spent on capital improvements by Ark7

 

$
50,000

 

Total spent by Ark7 on furnishings and other expenses to prepare the property for booking

 

$
0.00

 

Debt on property

 

$175,587 due and payable to Ark7.

 

Property Listing

 

The property is managed as a single-family home rental and is listed on the following rental sites:

- Zillow

- Apartments.com

 

Sale of Property

 

In the event the company decides to sell the property, approval from the Series #ORHOF holders will not be sought.

 

 

Property History

 

The condominium located at 215 Piedmont Ave NE, #407, Atlanta, GA 30308, was previously owner occupied. The Piedmont Property 407 was built in 1963. The Piedmont Property 407 expects to incur approximately $50,000 of costs related to certain improvement projects to the property.

 

Prior to the acquisition of the Piedmont Property 407, the property was owner occupied.

 

Acquisition of the Piedmont Property 407

 

Series #ORHOF completed the acquisition of the Piedmont Property 407 on November 22, 2023. The acquisition of the Piedmont Property 407 was funded via a cash payment in the amount of $165,000. The Piedmont Property 407 is being held by Series #ORHOF. See the "Use of Proceeds" section below for additional information regarding anticipated expenses and uses of offering proceeds.

 

Property Components & Capital Expenditures

 

The Piedmont Property 407 was inspected by a licensed professional, and the inspection report indicated that the major property components are inacceptable, functional condition, with no obvious signs of defect.

 

With the current expected level and quality of the property components we will not recognize any deferred maintenance items and we expect that the major property components will remain in working order during the anticipated hold period for this property. In our operating estimates, we forecast a potential cost of maintenance and capital expenses as a percentage of rental income. In the case of unforeseen maintenance expenses, we could make use of our cash reserves, if necessary.

 

We anticipate that the final renovation cost, a capital expenditure, for this property will total approximately $50,000. These renovations may include new appliances and cosmetic improvements as well as various punch list items throughout the property. This renovation expense is listed in the use of proceeds for Series #ORHOF.

 

Property Manager

 

The Managing Member appointed the Asset Manager to manage the Piedmont Property 407. Ark7 has entered into an Asset Management Agreement with the Asset Manager. Pursuant to the terms of the Asset Management Agreement, the Series will pay the Asset Manager an annual fee (in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement) for managing the Homestead Property.

 

Property Operations and Hold Period

 

The Piedmont Property 407 was previously owner occupied. The Managing Member intends to list the property for rent at a rate of $2,114 per month, or $25,368 per year, which is consistent with other single-family homes in the same area of Mesquite, Texas.

 

The Managing Member anticipates that this property's Operating Expenses, which include real estate taxes, property insurance and repairs and maintenance costs, will be in the range of $500 per month. This estimate is based on the Managing Members due diligence calculations and does not include the $50,000 that the company anticipates will be needed for final renovations and will be deemed a capital expenditure. For information relating to our capital expenditure expectations, see "Property Components & Capital Expenditures" above.

 

We intend to hold the Piedmont Property 407 for 10 years during which time, we will operate the Piedmont Property 407 as a rental property. During this period, we intend to distribute any Free Cash Flow (as defined in the Operating Agreement) to Series #ORHOF interest holders. The determination as to when the Piedmont Property 407 should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, whether the value of the property is anticipated to appreciate or decline substantially, and how any existing lease may impact the sales price we may realize. The Managing Member may determine that it is in the best interests of shareholders to sell the Piedmont Property 407 earlier than 10 years or to hold the property for more than 10 years.

 

Market Overview

 

As of December 2023, the Atlanta, GA 30308 housing market continues to exhibit robust growth, with key indicators pointing towards positive trends. Insights from various sources, including Redfin, Zillow, realtor.com, Rocket Homes, and Zumper, provide a comprehensive overview:

 

  • The median home sale price in Atlanta, GA 30308 has sustained its upward trajectory, witnessing a notable 8.7% increase compared to the previous year. This surge has elevated the median price to approximately $350,000. Over the past decade, the housing market has demonstrated a commendable appreciation rate of 15.2%.
  • The Atlanta, GA 30308 area has consistently favored sellers since December 2022, indicating strong demand and limited supply. Impressively, 45% of homes were sold above their listing prices in December 2023.
  • According to the latest U.S. Census data, the population of Atlanta, GA 30308 stood at 46,000.
  • The U.S. Bureau of Labor Statistics reports a 4.5% rise in total nonfarm employment in Atlanta between December 2022 and December 2023. The city's labor force now comprises 3,000,000 individuals, with an unemployment rate of 3.5% as of November 2023.
  • The number of homes listed for sale in Atlanta, GA 30308 grew by 15% in December 2023, with 310 homes listed.
  • Homes in the Atlanta, GA 30308 area continue to experience swift market movement, with an average of 11 days on the market in December 2023, compared to 14 days the previous year.
  • As of December 2023, the average rent for a 1-bedroom condo in Atlanta, GA 30308 has reached $1,900, indicating a 6% increase compared to December 2022.

 

In conclusion, the Piedmont Property is positioned within a housing market that has demonstrated substantial growth. Rising median home sale prices, persistent seller's market conditions, rapid property turnover, and an upward trajectory in rental rates provide valuable context for understanding the property's standing within the dynamic Atlanta, GA 30308 real estate landscape as of December 2023, based on the latest Rocket Homes' Housing Market Report.

 

30

 

Property Overview - Series #DIVTU

 

Timeline

 

  • On September 27, 2023, Ark7 Properties established Series #DIVTU for the purpose of acquiring the property located at 215 Piedmont Ave NE, #406, Atlanta, GA 30308 (the "Piedmont Property 406") from a third-party seller.
  • Ark7, the company's Managing Member and Series #DIVTU entered into an inter-company loan agreement on December 1, 2023, pursuant to which Ark7 loaned Series #DIVTU $222,660 for the purpose of purchasing the Piedmont Property 406. Ark7 did not finance any of the funds it loaned to Series #DIVTU.
  • Series #DIVTU acquired the Piedmont Property 406 on January 8, 2024, from a third-party seller.
  • Series #DIVTU intends to list the Piedmont Property 406 for rental during Q1 2024.

 

The above information is preliminary and should not be considered indicative of future performance.

 

Property Summary

 

 

Address of Property

 

215 Piedmont Ave NE, #406, Atlanta, GA 30308

 

Type of Property

 

Condominium

 

Property History

 

The Condominium located at

215 Piedmont Ave NE, #406, Atlanta, GA 30308, was previously owner occupied.

 

Square Foot

 

1256 square feet

 

HOA

 

The total annual assessments paid to the community association are $10,476 per year, paid monthly.

 

Acreage

 

N/A

 

Number of Units

 

N/A

 

Configuration

 

2 bedroom and 2 bathroom

 

Capital improvements intended to be made by Ark7

 

Capital improvements may include new appliances and cosmetic improvements as well as various punch list items throughout the property.

 

Total amount intended to be spent on capital improvements by Ark7

 

$
50,000

 

Total spent by Ark7 on furnishings and other expenses to prepare the property for booking

 

$
0.00

 

Debt on property

 

$222,660 due and payable to Ark7.

 

Property Listing

 

The property is managed as a single-family home rental and is listed on the following rental sites:

- Zillow

- Apartments.com

 

Sale of Property

 

In the event the company decides to sell the property, approval from the Series #DIVTU holders will not be sought.

 

 

Property History

 

The condominium located at 215 Piedmont Ave NE, #406, Atlanta, GA 30308, was previously owner occupied. The Piedmont Property 406 was built in 1963. The Piedmont Property 406 expects to incur approximately $50,000 of costs related to certain improvement projects to the property.

 

Prior to the acquisition of the Piedmont Property 406, the property was owner occupied.

 

Acquisition of the Piedmont Property 406

 

Series #DIVTU completed the acquisition of the Piedmont Property 406 on January 8, 2024. The acquisition of the Piedmont Property 406 was funded via a cash payment in the amount of $210,000. The Piedmont Property 406 is being held by Series #DIVTU. See the "Use of Proceeds" section below for additional information regarding anticipated expenses and uses of offering proceeds.

 

Property Components & Capital Expenditures

 

The Piedmont Property 406 was inspected by a licensed professional, and the inspection report indicated that the major property components are inacceptable, functional condition, with no obvious signs of defect.

 

With the current expected level and quality of the property components we will not recognize any deferred maintenance items and we expect that the major property components will remain in working order during the anticipated hold period for this property. In our operating estimates, we forecast a potential cost of maintenance and capital expenses as a percentage of rental income. In the case of unforeseen maintenance expenses, we could make use of our cash reserves, if necessary.

 

We anticipate that the final renovation cost, a capital expenditure, for this property will total approximately $50,000. These renovations may include new appliances and cosmetic improvements as well as various punch list items throughout the property. This renovation expense is listed in the use of proceeds for Series #DIVTU.

 

Property Manager

 

The Managing Member appointed the Asset Manager to manage the Piedmont Property 406. Ark7 has entered into an Asset Management Agreement with the Asset Manager. Pursuant to the terms of the Asset Management Agreement, the Series will pay the Asset Manager an annual fee (in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement) for managing the Homestead Property.

 

Property Operations and Hold Period

 

The Piedmont Property 406 was previously owner occupied. The Managing Member intends to list the property for rent at a rate of $2,502 per month, or $30,024 per year, which is consistent with other single-family homes in the same area of Mesquite, Texas.

 

The Managing Member anticipates that this property's Operating Expenses, which include real estate taxes, property insurance and repairs and maintenance costs, will be in the range of $500 per month. This estimate is based on the Managing Members due diligence calculations and does not include the $50,000 that the company anticipates will be needed for final renovations and will be deemed a capital expenditure. For information relating to our capital expenditure expectations, see "Property Components & Capital Expenditures" above.

 

We intend to hold the Piedmont Property 406 for 10 years during which time, we will operate the Piedmont Property 406 as a rental property. During this period, we intend to distribute any Free Cash Flow (as defined in the Operating Agreement) to Series #DIVTU interest holders. The determination as to when the Piedmont Property 406 should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, whether the value of the property is anticipated to appreciate or decline substantially, and how any existing lease may impact the sales price we may realize. The Managing Member may determine that it is in the best interests of shareholders to sell the Piedmont Property 406 earlier than 10 years or to hold the property for more than 10 years.

 

Market Overview

 

As of December 2023, the Atlanta, GA 30308 housing market continues to exhibit robust growth, with key indicators pointing towards positive trends. Insights from various sources, including Redfin, Zillow, realtor.com, Rocket Homes, and Zumper, provide a comprehensive overview:

 

  • The median home sale price in Atlanta, GA 30308 has sustained its upward trajectory, witnessing a notable 8.7% increase compared to the previous year. This surge has elevated the median price to approximately.
  • $350,000. Over the past decade, the housing market has demonstrated a commendable appreciation rate of 15.2%.
  • The Atlanta, GA 30308 area has consistently favored sellers since December 2022, indicating strong demand and limited supply. Impressively, 45% of homes were sold above their listing prices in December 2023.
  • According to the latest U.S. Census data, the population of Atlanta, GA 30308 stood at 46,000.
  • The U.S. Bureau of Labor Statistics reports a 4.5% rise in total nonfarm employment in Atlanta between December 2022 and December 2023. The city's labor force now comprises 3,000,000 individuals, with an unemployment rate of 3.5% as of November 2023.
  • The number of homes listed for sale in Atlanta, GA 30308 grew by 15% in December 2023, with 310 homes listed.
  • Homes in the Atlanta, GA 30308 area continue to experience swift market movement, with an average of 11 days on the market in December 2023, compared to 14 days the previous year.
  • As of December 2023, the average rent for a 2-bedroom condo in Atlanta, GA 30308 has reached $2,300, indicating a 6% increase compared to December 2022.

 

In conclusion, the Piedmont Property 406 is positioned within a housing market that has demonstrated substantial growth. Rising median home sale prices, persistent seller's market conditions, rapid property turnover, and an upward trajectory in rental rates provide valuable context for understanding the property's standing within the dynamic Atlanta, GA 30308 real estate landscape as of December 2023, based on the latest Rocket Homes' Housing Market Report.

 

31

 

The Ark7 Platform

 

Ark7 Inc., the Managing Member, owns and operates a web-based and app-based investment platform. Through the use of such platform, investors can browse and screen the investments offered by each of the series in this Regulation A Offering and sign legal documents to purchase Series Interests electronically.

 

In addition, on the web-based and app-based investment platform, Ark7 Properties LLC, an affiliate of the company also managed by Ark7 Inc., has Regulation D offerings open and available for certain investors.

 

The platform provides the following information for each Series offered in this Regulation A Offering:

 

  • address of property,
  • type of property,
  • property history,
  • square footage of property,
  • Acreage,
  • number of units (if applicable),
  • Configuration,
  • capital improvements made or intended to be made,
  • total amount to be spent on capital improvements,
  • total amount spent on furnishings and other expenses to prepare the property for booking,
  • debt on the property,
  • property listing information, local market information from sources that the company believes to be reliable third-party providers of local market information,
  • minimum and maximum holding periods, and
  • sale information relating to the property, when applicable.

 

32

 

Asset Management Agreement with Ark7 Inc.

 

Ark7 will serve as the Asset Manager responsible for managing each Series' Underlying Asset (the "Asset Manager") as described in each asset management agreement that is entered into between Ark7 Inc. and the applicable Series.

 

  • Ark7 and Ark7 Properties Plus LLC - Series #WGI3Z entered into such agreement on April 15, 2022 (the "Asset Management Agreement - Series #WGI3Z"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #0XYT6 entered into such agreement on July 1, 2022 (the "Asset Management Agreement - Series #0XYT6"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #ZIE3T entered into such agreement on August 1, 2022 (the "Asset Management Agreement - Series #ZIE3T"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #JTDXY entered into such agreement on August 1, 2022 (the "Asset Management Agreement - Series #JTDXY"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #FTWDS entered into such agreement on September 10, 2022 (the "Asset Management Agreement - Series #FTWDS"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #P7FJ5 entered into such agreement on September 10, 2022 (the "Asset Management Agreement - Series #P7FJ5"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #WRA7O entered into such agreement on October 1, 2022 (the "Asset Management Agreement - Series #WRA7O"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #SOV9W entered into such agreement on August 1, 2023 (the "Asset Management Agreement - Series #SOV9W"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #QGXF0 entered into such agreement on August 1, 2023 (the "Asset Management Agreement - Series #QGXF0"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #RPFUV entered into such agreement on October 1, 2023 (the "Asset Management Agreement - Series #RPFUV"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #NHMOP entered into such agreement on October 1, 2023 (the "Asset Management Agreement - Series #NHMOP"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #ORHOF entered into such agreement on November 1, 2023 (the "Asset Management Agreement - Series #ORHOF"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.
  • Ark7 and Ark7 Properties Plus LLC - Series #DIVTU entered into such agreement on December 1, 2023 (the "Asset Management Agreement - Series #DIVTU"). This Asset Management Agreement is filed as an Exhibit to this Offering Circular.

 

The Asset Manager serves a distinct role from that of the Managing Member. In particular:

 

Authority: The Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance, and management of the applicable Underlying Asset for each Series Interest and may take any action that it deems necessary or desirable in connection with each Underlying Asset.

33

 

Delegation: The Asset Manager may delegate all or any of its duties. The Asset Manager shall not have the authority to sell, transfer, encumber or convey any Underlying Asset. The authority to sell, encumber or convey any Underlying Asset is the responsibility of the Managing Member. At this time, the Managing Member and the Asset Manager are the same entity, Ark7 Inc. In the future, we may determine it is in the best interest of the company for a third party to be designated as the Asset Manager.

 

Performance of Underlying Assets: The Asset Manager gives no warranty as to the performance or profitability of the Underlying Assets or as to the performance of any third party engaged by the Asset Manager hereunder.

 

Assignment: None of the Asset Management Agreements may be assigned by either party without the consent of the other party.

 

Compensation and Expenses

 

  • An annual asset management fee (the "Asset Management Fee") to the Asset Manager in respect of each fiscal year, up to 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement for each Series Asset. The company notes that with regards to Series #WGI3Z, Series #0XYT6, Series #ZIE3T, Series #JTDXY, Series #FTWDS, Series #P7FJ5, Series #WRA7O, Series #SOV9W, Series #QGXF0, Series #RPFUV, Series #NHMOP, Series #ORHOF, and Series #DIVTU the Asset Management Fee is 15%.
  • Any such amount will be paid at the same time as, and only if, a distribution is made from the applicable Series to its Members.
  • Each Series Interest will bear all expenses of the applicable Underlying Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the applicable Series Interest together with a reasonable rate of interest.

 

Duration and Termination: Each Asset Management Agreement shall expire one year after the date on which the applicable Underlying Asset has been liquidated and the obligations connected Ark7 will serve as the Asset Manager responsible for managing each Series' Underlying Asset (the "Asset Manager").

 

Competition

 

As a stock-like real estate investing platform the company believes that its competitors include traditional real estate investment companies such as REITs, and crowdfunding platforms.

 

Plan of Operations

 

Over the course of the next twelve months, the company intends to focus on properties located in the United States. The company intends to acquire up to single family homes in real estate markets it deems to advantageous, with title to be held by separate series of the company. The number of properties to be acquired will depend upon availability of such properties and the company's assessment of potential investor interest in additional offerings of its series interests.

 

The company chooses properties based on large-scale historical and marketing data and a variety of real-estate experiences from our team's real-estate experts. Some factors we look to include:

 

  • Above local average market cap rate for single family homes.
  • Location: a zone where we believe there is room for appreciation.
  • Well-maintained structures to avoid future risks.

 

Employees

 

Ark7 Properties currently has 0 full-time employees and 0 part-time employees.

 

Ark7, as the Managing Member of the company and the Managing Member and Asset Manager of each of the Series Interests, currently has 10 full-time employees and 6 part-time employees. The employees work at the company's San Francisco headquarters location as well as remotely.

 

Intellectual Property

 

Currently, the company does not own any intellectual property.

 

Regulation

 

The company believes it is in compliance with all necessary federal, state, and local regulations involved in the production, sale, and distribution of its product.

 

Litigation

 

The company is not a party to any current litigation.

34

 

THE COMPANY'S PROPERTY

 

 

On April 15, 2022, Ark7 Properties Plus LLC - Series #WGI3Z purchased an investment property located at 11679 W Madero Dr, Arizona City, AZ 85123 for $ 282,000.00. The property is a single family home.

 

On July 19, 2022, Ark7 Properties Plus LLC - Series #0XYT6 purchased an investment property located at 2105 Silver Leaf Dr, Mesquite, TX 75181 for $ 360,000.00. The property is a single family home.

 

On August 23, 2022, Ark7 Properties Plus LLC - Series #ZIE3T purchased an investment property located at 2507 Decoy Dr, Mesquite, TX 75181 for $ 342,000.00. The property is a single family home.

 

On August 26, 2022, Ark7 Properties Plus LLC - Series #JTDXY purchased an investment property located at 2300 Homestead Dr, Mesquite, TX 75181 for $ 338,000.00. The property is a single family home.

 

On September 22, 2022, Ark7 Properties Plus LLC - Series #FTWDS purchased an investment property located at 1527 Iris Walk, Jonesboro, GA 30238 for $ 220,000.00. The property is a townhouse.

 

On September 22, 2022, Ark7 Properties Plus LLC - Series #P7FJ5 purchased an investment property located at 1541 Iris Walk, Jonesboro, GA 30238 for $ 220,000.00. The property is a townhouse.

 

On October 11, 2022, Ark7 Properties Plus LLC - Series #WRA7O purchased an investment property located at 4263 Cadence Loop, LAND O LAKES, FL 34638 for $ 530,000.00. The property is a single family home.

 

On August 7, 2023, Ark7 Properties Plus LLC - Series #SOV9W purchased an investment property located at 2113 W Gladys Ave, Unit 3S, Chicago, IL 60612 for $ 205,000.00. The property is a condominium.

 

On August 23, 2023, Ark7 Properties Plus LLC - Series #QGXF0 purchased an investment property located at 704 S Lincoln Ave, Urbana, IL 61801 for $ 325,000.00. The property is a single family home.

 

On October 18, 2023, Ark7 Properties Plus LLC - Series #RPFUV purchased an investment property located at 3405 Commonwealth Ave, #C, Alexandria, VA 22305 for $ 237,000.00. The property is a condominium.

 

On October 20, 2023, Ark7 Properties Plus LLC - Series #NHMOP purchased an investment property located at 215 Piedmont Ave NE, #205, Atlanta, GA 30308 for $ 155,000.00. The property is a condominium.

 

On November 22, 2023, Ark7 Properties Plus LLC - Series #ORHOF purchased an investment property located at 215 Piedmont Ave NE, #407, Atlanta, GA 30308 for $ 165,000.00. The property is a condominium.

 

On January 8, 2024, Ark7 Properties Plus LLC - Series #DIVTU purchased an investment property located at 215 Piedmont Ave NE, #406, Atlanta, GA 30308 for $ 210,000.00. The property is a condominium.

 

 

As of the date of this Offering Circular, Ark7 Inc., the company's Asset Manager and Managing Member, does not own any additional properties and does not intend to acquire additional properties for the acquisition of company or any future series of the company.

35

 

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

 

 

You should read the following discussion and analysis of the financial statements and financial condition of Ark7 Properties Plus LLC and results of its operations together with: (i) its financial statements and related notes appearing at the end of this Offering Circular and (ii) the pro forma consolidated financial statements appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflecting the company's current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled "Risk Factors" and elsewhere in this Offering Circular.

 

Overview

 

Ark7 Properties Plus LLC was formed on March 17, 2022 ("Inception") in the State of Delaware. Ark7 Properties Plus LLC is an investment vehicle which intends to enable investors to own fractional ownership of a specific real estate property. This lowers the cost-of-entry and minimizes the time commitment for real estate investing. An investment in the company entitles the investor to the potential economic benefits normally associated with direct property ownership, while requiring no investor involvement in asset or property management.

 

Ark7 is the company's Managing Member. As the company's Managing Member, it will manage the company's day-to-day operations. Ark7 is also the Managing Member of each Series and the Asset Manager of each Series and will manage each property that a Series acquires.

 

Emerging Growth Company

 

If the company becomes subject to the ongoing reporting requirements of the Exchange Act, we will qualify as an "emerging growth company" under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

  • have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
  • comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
  • submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and
  • disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our interests that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1.07 billion in non-convertible debt during the preceding three year period.

36

 

Operating Results - Year Ended December 31, 2023 and 2022

 

Revenues are generated at the series level. For the period ended December 31, 2023 and 2022, the Series aggregated together generated $239,273 and $63,106 in revenues, respectively.

 

These revenues were generated by rental income across each Series as set out below:

 

Series

 

Gross Rental Income as of December 31, 2023

 

Gross Rental Income as of December 31, 2022

#0XYT6

 

$
39,967

 

$
16,870

#DIVTU

 

$
0

 

$
0

#FTWDS

 

$
18,618

 

$
5,275

#JTDXY

 

$
39,600

 

$
9,900

#NHMOP

 

$
1,021

 

$
0

#ORHOF

 

$
0

 

$
0

#P7FJ5

 

$
18,600

 

$
4,636

#QGXF0

 

$
15,129

 

$
0

#RPFUV

 

$
0

 

$
0

#SOV9W

 

$
6,788

 

$
0

#WGI3Z

 

$
20,155

 

$
10,845

#WRA7O

 

$
39,794

 

$
3,300

#ZIE3T

 

$
39,600

 

$
11,660

 

Over this same period, each series incurred expenses from operations of the series, as well as professional expenses related to undertaking the Series offering. Expenses from operations of the properties, such as utilities, repairs and maintenance, insurance, and property tax amounted to:

 

Series

 

Expenses Relating to Operating of the Property as of December 31, 2023

 

Expenses Relating to Operating of the Property as of December 31, 2022

#0XYT6

 

$
10,919

 

$
4,238

#DIVTU

 

$
0

 

$
0

#FTWDS

 

$
5,051

 

$
1,690

#JTDXY

 

$
12,633

 

$
2,258

#NHMOP

 

$
1,424

 

$
0

#ORHOF

 

$
1,187

 

$
0

#P7FJ5

 

$
5,161

 

$
1,396

#QGXF0

 

$
5,060

 

$
0

#RPFUV

 

$
2,456

 

$
0

#SOV9W

 

$
2,854

 

$
0

#WGI3Z

 

$
3,142

 

$
2,779

#WRA7O

 

$
14,047

 

$
3,395

#ZIE3T

 

$
12,775

 

$
(1,900)

 

When including all expenses, such as legal and professional fees, general and administrative expenses, depreciation, and interest expense to Ark7, against revenues during this period, resulted in net income of the following:

 

Series

 

Net Income (Loss) as of December 31, 2023

 

Net Income (Loss) as of December 31, 2022

#0XYT6

 

$
(30,929)

 

$
(13,485)

#DIVTU

 

$
(2,120)

 

$
0

#FTWDS

 

$
(29,310)

 

$
(6,624)

#JTDXY

 

$
(46,371)

 

$
(12,839)

#NHMOP

 

$
(7,043)

 

$
0

#ORHOF

 

$
(5,018)

 

$
0

#P7FJ5

 

$
(36,522)

 

$
(6,985)

#QGXF0

 

$
(9,428)

 

$
0

#RPFUV

 

$
(33,241)

 

$
0

#SOV9W

 

$
(32,542)

 

$
0

#WGI3Z

 

$
(2,922)

 

$
(43,377)

#WRA7O

 

$
(62,501)

 

$
(17,233)

#ZIE3T

 

$
(39,664)

 

$
(6,564)

37

 

Liquidity and Capital Resources

 

Each Series has allocated funds to establish property management reserves. These funds are designed to mitigate future financial uncertainties associated with property-related expenses, including maintenance, repairs, enhancements, or unanticipated costs. The aim is to maintain the properties in satisfactory condition, prevent financial strain, and preclude the necessity for immediate supplementary contributions from investors or owners due to substantial, unexpected expenses. As of December 31, 2023, the balance of the property management reserve by Series was:

 

Series

 

Cash and Property Management Reserve as of December 31, 2023

#0XYT6

 

$
814

#DIVTU

 

$
0

#FTWDS

 

$
0

#JTDXY

 

$
(362)

#NHMOP

 

$
0

#ORHOF

 

$
0

#P7FJ5

 

$
0

#QGXF0

 

$
0

#RPFUV

 

$
0

#SOV9W

 

$
0

#WGI3Z

 

$
200

#WRA7O

 

$
0

#ZIE3T

 

$
652

 

An additional $0 of cash is held by Ark7 Properties Plus LLC that is not assigned to a specific series.

38

 

Down Payment Loan Payables

 

The Parent Company provide initial funding required for property acquisitions and structured this as a down payment loan to APPL and its series. Borrowers are authorized to use the Parent Company's bank checking account for property acquisition purpose.

 

Series #0XYT6

 

On July 1, 2022, the APPL - Series #0XYT6 executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #0XYT6 borrowed $378,478 at 9% interest with a maturity of June 30, 2023. The outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $258,478, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $4,841 and $17,032, respectively. Ark7 Properties Plus LLC - Series #0XYT6.

 

Series #DIVTU

 

On December 1, 2023, the APPL - Series #DIVTU executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #DIVTU borrowed $222,660 at 10% interest with a maturity of November 30, 2024. The outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $222,660 and $0, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $1,891 and $0, respectively. Ark7 Properties Plus LLC - Series #DIVTU.

 

Series #FTWDS

 

On September 1, 2022, the APPL - Series #FTWDS executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #FTWDS borrowed $228,015 at 9% interest with a maturity of August 31, 2023. The loan was paid off in 2024, and the outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $178,015, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $4,920 and $6,840, respectively. Ark7 Properties Plus LLC - Series #FTWDS.

 

Series #JTDXY

 

On August 1, 2022, the APPL - Series #JTDXY executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #JTDXY borrowed $356,203 at 9% interest with a maturity of July 31, 2024. The outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $291,203, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $14,663 and $13,358, respectively. Ark7 Properties Plus LLC - Series #JTDXY.

 

Series #NHMOP

 

On October 20, 2023, the APPL - Series #NHMOP executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #NHMOP borrowed $216,000 at 10% interest with a maturity of October 19, 2024. The outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $66,000 and $0, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $2,958 and $0, respectively. Ark7 Properties Plus LLC - Series #NHMOP.

 

Series #ORHOF

 

On November 1, 2023, the APPL - Series #ORHOF executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #ORHOF borrowed $175,587 at 10% interest with a maturity of October 31, 2024. The outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $175,587 and $0, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $2,934 and $0, respectively. Ark7 Properties Plus LLC - Series #ORHOF.

 

Series #P7FJ5

 

On September 1, 2022, the APPL - Series #P7FJ5 executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #P7FJ5 borrowed $227,985 at 9% interest with a maturity of August 31, 2024. The loan was paid off in 2024, and the outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $222,985, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $11,587 and $6,840, respectively. Ark7 Properties Plus LLC - Series #P7FJ5.

 

Series #QGXF0

 

On August 1, 2023, the APPL - Series #QGXF0 executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #QGXF0 borrowed $344,051 at 10% interest with a maturity of July 31, 2024. The outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $0, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $11,835 and $0, respectively. Ark7 Properties Plus LLC - Series #QGXF0.

 

Series #RPFUV

 

On October 18, 2023, the APPL - Series #RPFUV executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #RPFUV borrowed $250,963 at 10% interest with a maturity of October 17, 2024. The outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $0, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $2,956 and $0, respectively. Ark7 Properties Plus LLC - Series #RPFUV.

 

Series #SOV9W

 

On August 1, 2023, the APPL - Series #SOV9W executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #SOV9W borrowed $212,919 at 10% interest with a maturity of July 31, 2024. The loan was paid off in 2024, and the outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $0, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $8,944 and $0, respectively. Ark7 Properties Plus LLC - Series #SOV9W.

 

Series #WGI3Z

 

On April 5, 2022, the APPL - Series #WGI3Z executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #WGI3Z borrowed $299,120 at 9% interest with a maturity of April 4, 2023. The outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $0, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $0 and $12,697, respectively. Ark7 Properties Plus LLC - Series #WGI3Z.

 

Series #WRA7O

 

On October 1, 2022, the APPL - Series #WRA7O executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #WRA7O borrowed $542,610 at 9% interest with a maturity of September 30, 2023. The loan was paid off in 2022, and the outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $522,610, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $15,647 and $12,209, respectively. Ark7 Properties Plus LLC - Series #WRA7O.

 

Series #ZIE3T

 

On August 1, 2022, the APPL - Series #ZIE3T executed a Loan Agreement from the Parent Company. According to the Loan Agreement, the APPL - Series #ZIE3T borrowed $360,205 at 9% interest with a maturity of July 31, 2024. The outstanding balance of the Loan Payable - Down Payment Loan as of December 31, 2023 and 2022 was $0 and $260,205, respectively, and is included in related party debt, current on the accompanying balance sheet. The interest expenses incurred in the year ended at December 31, 2023 and 2022 was $8,700 and $13,508, respectively. Ark7 Properties Plus LLC - Series #ZIE3T.

39

 

Trend Information

 

Our results of operations are affected by a variety of factors, including conditions in the financial markets and the economic and political environments, particularly in the United States. Global economic conditions, including political environments, financial market performance, interest rates, credit spreads or other conditions beyond our control are unpredictable and could negatively affect the value of the series properties, our ability to acquire and manage single family rentals and the success of our current and future offerings. In addition to the aforementioned macroeconomic trends, we believe the following factors will influence our future performance:

 

  • Recent increases in interest rates may have a negative effect on the demand for our offerings due to the attractiveness of alternative investments.
  • The continuing increase in prices in the United States housing market may result in difficulties in sourcing properties and meeting demand for our offerings.
  • Continued increases in remote work arrangements may lead to greater rental activity in our target markets.

40

 

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

 

 

In accordance with the Operating Agreement and the Series Designation for each Series Ark7 Inc. is the initial member of each Series. Ark7 Inc. is also the Managing Member of Ark7 Properties. Finally, Ark7 is the Managing Member and Asset Manager of each Series.

 

ARK7 INC.

CEO and Co-Founder

 

Yizhen Zhao

CTO and Co-Founder

 

Yujian Weng

CCO and Co-Founder

 

Ling Yang

ARK7 PROPERTIES PLUS LLC

 

Managing Member: Ark7 Inc.

Ark7 Properties Plus LLC - Series #WGI3Z

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #WGI3Z

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #0XYT6

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #0XYT6

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #ZIE3T

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #ZIE3T

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #JTDXY

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #JTDXY

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #FTWDS

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #FTWDS

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #P7FJ5

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #P7FJ5

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #WRA7O

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #WRA7O

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #SOV9W

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #SOV9W

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #QGXF0

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #QGXF0

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #RPFUV

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #RPFUV

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #NHMOP

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #NHMOP

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #ORHOF

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #ORHOF

Ark7 Inc.

Ark7 Inc.

Ark7 Properties Plus LLC - Series #DIVTU

Issuer

Managing Member

Asset Manager

Ark7 Properties Plus LLC - Series #DIVTU

Ark7 Inc.

Ark7 Inc.

 

Ark7 Properties is managed by its Managing Member, Ark7. Ark7 is operated by the following executives and directors all work for the company on a full-time basis.

 

Name (Board of Directors & Executive Officers)

Position

Age

Term of Office (If indefinite, give date appointed)

Full Time/Part Time

Yizhen Zhao

CEO

35

October 2018 - Present

Full Time

Yujian Weng

CTO

37

December 2020 - Present

Full Time

Ling Yang

CCO

31

December 2020 - Present

Full Time

 

Yizhen Zhao, CEO and Co-Founder

 

Yizhen Zhao is currently the co-founder and Chief Executive Officer of Ark7. He has served in this position since October 2018. Prior to that, he worked as Software Engineers/Architecture Leads at Uber from 2017 to 2019, LinkedIn from 2014 to 2017, Twitter from 2013 to 2014, and Google from 2010 to 2013. He studied Computer Science at Shanghai Jiaotong University from 2006 to 2010 and received multiple Champion rewards for participating in international computer programming contests.

 

Yujian Weng, CTO and Co-Founder

 

Yujian Weng is currently the co-founder and Chief Technology Officer of Ark7. He has served in this position since December 2020. Prior to that, he was Senior Director, Connected Vehicle Services at NIO from 2016 to 2019. In this position, he was responsible for lead design and development of NIO Connected Car Platform. Previously, he led an ads & content personalization team at Cheetah Mobile from 2015 to 2016, he was a software engineer at Yahoo! from 2010 to 2015.

 

Ling Yang, CCO and Co-Founder

 

Ling Yang is currently the co-founder and Chief Compliance Officer of Ark7. She has served in this position since December 2020. Prior to that, she was the senior attorney at King & Wood Mallesons LLP from 2017 to 2021. Ms. Yang has extensive experience representing Asian, US, and multinational investors and companies in their cross-border business activities. Previously, Ms. Yang worked at a well-known Los Angeles law firm and also served as a legal consultant in a listed company in China. Ms. Yang graduated from Indiana University Maurer School of Law.

41

 

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

 

 

For the periods ended December 31, 2023 and 2022, the company did not compensate any director or executive officer for their services to Ark7 Properties. We do not currently have any employees, nor do we currently intend to hire any employees who will be compensated directly by our company.

 

Our Managing Member and Asset Manager will be compensated as follows:

 

Asset Management Fee

 

For services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members. For the year ended December 31, 2023 each Series paid the following Asset Manager Fees to the Asset Manager:

 

SERIES

 

ASSET MANAGEMENT FEES PAID FOR THE YEAR ENDED DECEMBER 31, 2023

Series #WGI3Z

 

$
0

Series #0XYT6

 

$
0

Series #ZIE3T

 

$
0

Series #JTDXY

 

$
0

Series #FTWDS

 

$
0

Series #P7FJ5

 

$
0

Series #WRA7O

 

$
0

Series #SOV9W

 

$
0

Series #QGXF0

 

$
0

Series #RPFUV

 

$
0

Series #NHMOP

 

$
0

Series #ORHOF

 

N/A

Series #DIVTU

 

N/A

42

 

Sourcing Fee

 

Pursuant to the Operating Agreement the Asset Manager, as consideration for assisting in the sourcing of the Underlying Asset of a Series, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% (of the maximum offering amount) Sourcing Fee. For the year ended December 31, 2023 each Series paid the following Sourcing Fees to the Asset Manager:

 

SERIES

 

SOURCING FEES PAID FOR THE YEAR ENDED DECEMBER 31, 2023

Series #WGI3Z

 

$
-

Series #0XYT6

 

$
14,250

Series #ZIE3T

 

$
13,650

Series #JTDXY

 

$
13,500

Series #FTWDS

 

$
7,950

Series #P7FJ5

 

$
7,950

Series #WRA7O

 

$
18,450

Series #SOV9W

 

$
7,800

Series #QGXF0

 

$
-

Series #RPFUV

 

$
8,700

Series #NHMOP

 

$
-

Series #ORHOF

 

N/A

Series #DIVTU

 

N/A

43

 

Liquidation Fee

 

Subject to Section 7.3 and ARTICLE XI and any Interest Designation, any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Managing Member in its sole discretion), shall be applied and distributed 100% to the Members (pro rata to their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates).

 

Free Cash Flow

 

Distributions will be paid out of Free Cash Flow. Free Cash Flow means any available cash for distribution generated from the net income received by a Series, as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of such Series) (ii) any amortization to the relevant Series Asset (as shown on the income statement of such Series) and (iii) any depreciation to the relevant Series Asset (as shown on the income statement of such Series) and (iv) any other non-cash Operating Expenses less (a) any capital expenditure related to the Series Asset (as shown on the cash flow statement of such Series) (b) any other liabilities or obligations of the Series, including interest payments on debt obligations, in each case to the extent not already paid or provided for and (c) upon the termination and winding up of a Series or the Company, all costs and expenses incidental to such termination and winding as allocated to the relevant Series in accordance with Section 6.4 of the Operating Agreement.

 

To the extent there is "Free Cash Flow" for any Series and as described in the Series Designation for such Series, our Managing Member intends to declare and pay distributions as follows:

 

  • 85% by way of distribution to the members of such Series (pro rata to their Series Interests and which, for the avoidance of doubt, may include the Managing Member or its affiliates), and;
  • 15% to the Asset Manager in payment of the management fee, except to the extent waived by the Asset Manager, in its sole discretion.

 

Our Managing Member has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each Series of shares except as otherwise limited by law or the Operating Agreement.

 

Intercompany Loan(s)

 

Intercompany Loans that allow for prepayment: In addition to the above compensation to the Managing Member and Asset Manager (which are both Ark7 at of the date of this report), under the terms of the intercompany loan, a Series will be required to pay interest to Ark7 of at least 3.0% of the loan amount, and potentially up to 9.0%, depending on how much is prepaid.

 

Intercompany loans that do not allow for prepayment: In addition to the above compensation to the Managing Member and Asset Manager (which are both Ark7 at of the date of this report), under the terms of the intercompany loan, a Series will be required to pay interest to Ark7 of up to 10.0%, Prepayment of the loans is not permitted.

44

 

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

 

 

The following table displays, on a post Conversion basis, the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of the company's capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of the company's capital stock on a post conversion basis.

 

Title of class

 

Name and address of beneficial owner

 

Amount and nature of beneficial ownership

 

Amount and nature of beneficial ownership acquirable

 

Percent of class (1)

 

Percent of voting power

Membership Interest

 

Ark7 Inc., 1 Ferry Building, Suite 201 San Francisco, CA 94111

 

100% of Membership Interests of Ark7 Properties Plus LLC

 

n/a

 

100%

 

100%

 

The column "Percent of Class" includes a calculation of the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other people exercised their rights to acquire those securities. The result is a calculation of the maximum amount that person could ever own based on their current and acquirable ownership, which is why the amounts in this column will not add up to 100%.

 

As of April 24, 2024, Series #WGI3Z had 11,350 Series Interests issued and outstanding and 11,350 Series Interests have been authorized.

 

As of April 24, 2024, Series #0XYT6 had 23,750 Series Interests issued and outstanding and 23,750 Series Interests have been authorized.

 

As of April 24, 2024, Series #ZIE3T had 22,750 Series Interests issued and outstanding and 22,750 Series Interests have been authorized.

 

As of April 24, 2024, Series #JTDXY had 22,500 Series Interests issued and outstanding and 22,500 Series Interests have been authorized.

 

As of April 24, 2024, Series #FTWDS had 13,250 Series Interests issued and outstanding and 13,250 Series Interests have been authorized.

 

As of April 24, 2024, Series #P7FJ5 had 13,250 Series Interests issued and outstanding and 13,250 Series Interests have been authorized.

 

As of April 24, 2024, Series #WRA7O had 30,750 Series Interests issued and outstanding and 30,750 Series Interests have been authorized.

 

As of April 24, 2024, Series #SOV9W had 2,600 Series Interests issued and outstanding and 2,600 Series Interests have been authorized.

 

As of April 24, 2024, Series #QGXF0 had 4,100 Series Interests issued and outstanding and 4,100 Series Interests have been authorized.

 

As of April 24, 2024, Series #RPFUV had 2,900 Series Interests issued and outstanding and 2,900 Series Interests have been authorized.

 

As of April 24, 2024, Series #NHMOP had 2,080 Series Interests issued and outstanding and 2,160 Series Interests have been authorized.

 

As of April 24, 2024, Series #ORHOF had 10 Series Interests issued and outstanding and 2,500 Series Interests have been authorized.

 

As of April 24, 2024, Series #DIVTU had 10 Series Interests issued and outstanding and 3,050 Series Interests have been authorized.

 

Yizhen Zhao is currently the majority owner of Ark7.

45

 

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

 

 

The company is subject to various conflicts of interest arising out of its relationship with Ark7, the company's Managing Member, Asset Manager and its affiliates. These conflicts are discussed below.

 

Ark7 Inc. is both the Asset Manager and the Managing Member

 

Ark7 Inc. is both the Asset Manager and the Managing Member. The Managing Member has appointed the Asset Manager. On balance, Ark7 Inc. controls all of the decisions related to each Series:

 

  • Care of the Underlying Asset.
  • Custody of the Underlying Asset.
  • Maintenance of the Underlying Asset.
  • Management of the Underlying Asset.
  • Ability and to take any action that it deems necessary or desirable.
  • The authority to sell of the Underlying Asset.
  • Whether to encumber of the Underlying Asset.
  • Whether to convey the Underlying Asset.
  • Whether the Sourcing Fee (3.0%) will be paid to the Asset Manager, i.e. itself.
  • Determination of the Asset Management Fee.

 

None of the responsibilities and determinations listed above will be made at arm's length and all of these decisions may unjustly financially reward Ark7 to the detriment of each Series and the investors. These conflicts may inhibit or interfere with the sound and profitable operation of the company. See "Risk Factors - Ark7 Inc. is both the Asset Manager and the Managing Member.

46

 

Intercompany Loan Agreement between Ark7 Inc. and Series #WGI3Z

 

On April 5, 2022, Series #WGI3Z (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $299,120 to the Borrower.
  • Borrower promises to repay $299,120 to the Lender, with interest payable on the unpaid principal at the rate of 9.0% per annum, calculated semi-annually not in advance, beginning on April 5, 2022.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on April 4, 2023.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #WGI3Z

 

On April 15, 2022, Series #WGI3Z and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #WGI3Z Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

47

 

Intercompany Loan Agreement between Ark7 Inc. and Series #0XYT6

 

On July 1, 2022, Series #0XYT6 (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $378,478 to the Borrower.
  • Borrower promises to repay $378,478 to the Lender, with interest payable on the unpaid principal at the rate of 9.0% per annum, calculated semi-annually not in advance, beginning on July 1, 2022.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on June 30, 2023.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #0XYT6

 

On July 1, 2022, Series #0XYT6 and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #0XYT6 Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

48

 

Intercompany Loan Agreement between Ark7 Inc. and Series #ZIE3T

 

On August 1, 2022, Series #ZIE3T (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $360,205 to the Borrower.
  • Borrower promises to repay $360,205 to the Lender, with interest payable on the unpaid principal at the rate of 9.0% per annum, calculated semi-annually not in advance, beginning on August 1, 2022.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on July 31, 2023.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #ZIE3T

 

On August 1, 2022, Series #ZIE3T and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #ZIE3T Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

49

 

Intercompany Loan Agreement between Ark7 Inc. and Series #JTDXY

 

On August 1, 2022, Series #JTDXY (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $356,203 to the Borrower.
  • Borrower promises to repay $356,203 to the Lender, with interest payable on the unpaid principal at the rate of 9.0% per annum, calculated semi-annually not in advance, beginning on August 1, 2022.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on July 31, 2023.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #JTDXY

 

On August 1, 2022, Series #JTDXY and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #JTDXY Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

50

 

Intercompany Loan Agreement between Ark7 Inc. and Series #FTWDS

 

On September 1, 2022, Series #FTWDS (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $228,015 to the Borrower.
  • Borrower promises to repay $228,015 to the Lender, with interest payable on the unpaid principal at the rate of 9.0% per annum, calculated semi-annually not in advance, beginning on September 1, 2022.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on August 31, 2023.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #FTWDS

 

On September 10, 2022, Series #FTWDS and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #FTWDS Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

51

 

Intercompany Loan Agreement between Ark7 Inc. and Series #P7FJ5

 

On September 1, 2022, Series #P7FJ5 (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $227,985 to the Borrower.
  • Borrower promises to repay $227,985 to the Lender, with interest payable on the unpaid principal at the rate of 9.0% per annum, calculated semi-annually not in advance, beginning on September 1, 2022.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on August 31, 2023.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #P7FJ5

 

On September 10, 2022, Series #P7FJ5 and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #P7FJ5 Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

52

 

Intercompany Loan Agreement between Ark7 Inc. and Series #WRA7O

 

On October 1, 2022, Series #WRA7O (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $542,610 to the Borrower.
  • Borrower promises to repay $542,610 to the Lender, with interest payable on the unpaid principal at the rate of 9.0% per annum, calculated semi-annually not in advance, beginning on October 1, 2022.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on September 30, 2023.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #WRA7O

 

On October 1, 2022, Series #WRA7O and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #WRA7O Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

53

 

Intercompany Loan Agreement between Ark7 Inc. and Series #SOV9W

 

On August 1, 2023, Series #SOV9W (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $217,049 to the Borrower.
  • Borrower promises to repay $217,049 to the Lender, with interest payable on the unpaid principal at the rate of 10.0% per annum, calculated semi-annually not in advance, beginning on August 1, 2023.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on July 31, 2024.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #SOV9W

 

On August 1, 2023, Series #SOV9W and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #SOV9W Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

54

 

Intercompany Loan Agreement between Ark7 Inc. and Series #QGXF0

 

On August 1, 2023, Series #QGXF0 (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $344,051 to the Borrower.
  • Borrower promises to repay $344,051 to the Lender, with interest payable on the unpaid principal at the rate of 10.0% per annum, calculated semi-annually not in advance, beginning on August 1, 2023.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on July 31, 2024.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #QGXF0

 

On August 1, 2023, Series #QGXF0 and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #QGXF0 Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

55

 

Intercompany Loan Agreement between Ark7 Inc. and Series #RPFUV

 

On October 1, 2023, Series #RPFUV (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $250,963 to the Borrower.
  • Borrower promises to repay $250,963 to the Lender, with interest payable on the unpaid principal at the rate of 10.0% per annum, calculated semi-annually not in advance, beginning on October 1, 2023.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on September 30, 2024.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #RPFUV

 

On October 1, 2023, Series #RPFUV and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #RPFUV Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

56

 

Intercompany Loan Agreement between Ark7 Inc. and Series #NHMOP

 

On October 1, 2023, Series #NHMOP (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $165,100 to the Borrower.
  • Borrower promises to repay $165,100 to the Lender, with interest payable on the unpaid principal at the rate of 10.0% per annum, calculated semi-annually not in advance, beginning on October 1, 2023.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on September 30, 2024.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #NHMOP

 

On October 1, 2023, Series #NHMOP and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #NHMOP Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

57

 

Intercompany Loan Agreement between Ark7 Inc. and Series #ORHOF

 

On November 1, 2023, Series #ORHOF (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $175,587 to the Borrower.
  • Borrower promises to repay $175,587 to the Lender, with interest payable on the unpaid principal at the rate of 10.0% per annum, calculated semi-annually not in advance, beginning on November 1, 2023.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on October 31, 2024.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #ORHOF

 

On November 1, 2023, Series #ORHOF and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #ORHOF Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

58

 

Intercompany Loan Agreement between Ark7 Inc. and Series #DIVTU

 

On December 1, 2023, Series #DIVTU (the "Borrower") and Ark7 (the "Lender") entered into the Intercompany Loan Agreement (the "Loan Agreement"). The Loan Agreement has the following terms:

 

  • The Lender loaned $222,660 to the Borrower.
  • Borrower promises to repay $222,660 to the Lender, with interest payable on the unpaid principal at the rate of 10.0% per annum, calculated semi-annually not in advance, beginning on December 1, 2023.
  • The Borrower may prepay the Loan but in no event shall the interest rate chargeable hereinabove for any day be less than 3.0% per annum.
  • The loan will be repaid in full on November 30, 2024.
  • Default: In the event the Borrower defaults in the performance of any obligation under the Loan Agreement, then the Lender may declare the principal amount owing and interest due under the Loan Agreement at that time to be immediately due and payable.

 

Asset Management Agreement between Ark7 Inc. and Series #DIVTU

 

On December 1, 2023, Series #DIVTU and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

 

  • the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #DIVTU Asset and to take any action that it deems necessary or desirable.
  • The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
  • The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
  • Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

59

 

For the years ended December 31, 2022 and December 31, 2023 each Series paid the following Asset Management Fees to the Asset Manager:

 

SERIES

 

ASSET MANAGEMENT FEES PAID FOR THE YEAR ENDED DECEMBER 31, 2022

 

ASSET MANAGEMENT FEES PAID FOR THE YEAR ENDED DECEMBER 31, 2023

Series #WGI3Z

 

$
0

 

$
0

Series #0XYT6

 

$
0

 

$
0

Series #ZIE3T

 

$
0

 

$
0

Series #JTDXY

 

$
0

 

$
0

Series #FTWDS

 

$
0

 

$
0

Series #P7FJ5

 

$
0

 

$
0

Series #WRA7O

 

$
0

 

$
0

Series #SOV9W

 

$
0

 

$
0

Series #QGXF0

 

$
0

 

$
0

Series #RPFUV

 

$
0

 

$
0

Series #NHMOP

 

$
0

 

$
0

Series #ORHOF

 

N/A

 

N/A

Series #DIVTU

 

N/A

 

N/A

60

 

Series Designation: Sourcing Fee paid to the Asset Manager, Ark7

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #WGI3Z Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #0XYT6 Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #ZIE3T Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #JTDXY Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #FTWDS Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #P7FJ5 Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #WRA7O Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #SOV9W Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #QGXF0 Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #RPFUV Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #NHMOP Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #ORHOF Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

 

The Asset Manager, as consideration for assisting in the sourcing of the Series #DIVTU Underlying Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a 3.0% Sourcing Fee.

61

 

For the years ended December 31, 2022 and December 31, 2023 each Series paid the following Sourcing Fees to the Asset Manager:

 

SERIES

 

SOURCING FEES PAID FOR THE YEAR ENDED DECEMBER 31, 2022

 

SOURCING FEES PAID FOR THE YEAR ENDED DECEMBER 31, 2023

Series #WGI3Z

 

$
10,896

 

$
-

Series #0XYT6

 

$
-

 

$
14,250

Series #ZIE3T

 

$
-

 

$
13,650

Series #JTDXY

 

$
-

 

$
13,500

Series #FTWDS

 

$
-

 

$
7,950

Series #P7FJ5

 

$
-

 

$
7,950

Series #WRA7O

 

$
-

 

$
18,450

Series #SOV9W

 

$
-

 

$
7,800

Series #QGXF0

 

$
-

 

$
-

Series #RPFUV

 

$
-

 

$
8,700

Series #NHMOP

 

$
-

 

$
-

Series #ORHOF

 

N/A

 

N/A

Series #DIVTU

 

N/A

 

N/A

62

 

Affiliates' Interests in Other Ark7 Entities

 

General

 

The officers and directors of Ark7 are also key professionals of Ark7 Properties. These persons have legal obligations with respect to those entities that are similar to their obligations to the company. In addition, in the future, these persons and other affiliates of Ark7 may organize other real estate-related entities.

 

Allocation of Acquisition Opportunities

 

From time to time, Ark7 may create new entities that will acquire real estate assets and make offers of securities to accredited investors, foreign investors, and under Regulation D or Regulation A. Ark7 will, in its sole discretion, determine which entity will be responsible for acquiring a specific asset.

 

Allocation of the Company's Affiliates' Time

 

The company relies on Ark7's real estate professionals who act on behalf of its company, including Mr. Zhao, for the day-to-day operation of the business. Mr. Zhao is also the Chief Executive Officer of Ark7. As a result of his interests in other Ark7 entities, his obligations to other investors and the fact that he engages in and will continue to engage in other business activities on behalf of himself and others, Mr. Zhao will face conflicts of interest in allocating his time among the company, Ark7, other related entities and other business activities in which he is involved. However, the company believes that Ark7 and its affiliates have sufficient real estate professionals to fully discharge their responsibilities to the Ark7 entities for which they work.

63

 

SECURITIES BEING OFFERED

 

 

The following descriptions of the company's Series Interests, certain provisions of Delaware law and certain provisions of the following:

 

  • the Operating Agreement
  • certificate of registered series of Ark7 Properties Plus LLC - Series #WGI3Z
  • form of series designation #WGI3Z
  • certificate of registered series of Ark7 Properties Plus LLC - Series #0XYT6
  • form of series designation #0XYT6
  • certificate of registered series of Ark7 Properties Plus LLC - Series #ZIE3T
  • form of series designation #ZIE3T
  • certificate of registered series of Ark7 Properties Plus LLC - Series #JTDXY
  • form of series designation #JTDXY
  • certificate of registered series of Ark7 Properties Plus LLC - Series #FTWDS
  • form of series designation #FTWDS
  • certificate of registered series of Ark7 Properties Plus LLC - Series #P7FJ5
  • form of series designation #P7FJ5
  • certificate of registered series of Ark7 Properties Plus LLC - Series #WRA7O
  • form of series designation #WRA7O
  • certificate of registered series of Ark7 Properties Plus LLC - Series #SOV9W
  • form of series designation #SOV9W
  • certificate of registered series of Ark7 Properties Plus LLC - Series #QGXF0
  • form of series designation #QGXF0
  • certificate of registered series of Ark7 Properties Plus LLC - Series #RPFUV
  • form of series designation #RPFUV
  • certificate of registered series of Ark7 Properties Plus LLC - Series #NHMOP
  • form of series designation #NHMOP
  • certificate of registered series of Ark7 Properties Plus LLC - Series #ORHOF
  • form of series designation #ORHOF
  • certificate of registered series of Ark7 Properties Plus LLC - Series #DIVTU
  • form of series designation #DIVTU

 

are summaries and are qualified by reference to Delaware law, and the aforementioned designations and Operating Agreement.

64

 

General

 

The Offering

 

The company is offering membership interests of Series #NHMOP, a registered series of a Delaware series limited liability company at a purchase price of $ 100.00 per Series Interest. The company has authorized, the issuance of up to 2,160 Series #NHMOP Interests. 10 Series #NHMOP Interests were issued to the Managing Member prior to this Offering.

 

The company is offering membership interests of Series #ORHOF, a registered series of a Delaware series limited liability company at a purchase price of $ 100.00 per Series Interest. The company has authorized, the issuance of up to 2,500 Series #ORHOF Interests. 10 Series #ORHOF Interests were issued to the Managing Member prior to this Offering.

 

The company is offering membership interests of Series #DIVTU, a registered series of a Delaware series limited liability company at a purchase price of $ 100.00 per Series Interest. The company has authorized, the issuance of up to 3,050 Series #DIVTU Interests. 10 Series #DIVTU Interests were issued to the Managing Member prior to this Offering.

 

Title to each Underlying Asset

 

Title to each Underlying Asset will be held by each Series.

 

Managing Member, Ark7

 

The Managing Member, Ark7, may amend any of the terms of the Operating Agreement of Ark7 Properties or any Series Designation as it determines in its sole discretion. However, no amendment to the Operating Agreement of Ark7 Properties shall be made without the consent of the holders holding a majority of the outstanding interests, that: (i) decreases the percentage of outstanding interests required to take any action hereunder; (ii) materially adversely affects the rights of any of the economic members (including adversely affecting the holders of any particular Series Interests as compared to holders of other Series Interests); (iii) modifies Section 11.1(a) of the Operating Agreement or gives any person the right to dissolve the company; or (iv) modifies the term of the company.

65

 

Distribution Rights

 

Distributions will be paid out of Free Cash Flow. Free Cash Flow means any available cash for distribution generated from the net income received by a Series, as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of such Series) (ii) any amortization to the relevant Series Asset (as shown on the income statement of such Series) and (iii) any depreciation to the relevant Series Asset (as shown on the income statement of such Series) and (iv) any other non-cash Operating Expenses less (a) any capital expenditure related to the Series Asset (as shown on the cash flow statement of such Series) (b) any other liabilities or obligations of the Series, including interest payments on debt obligations, in each case to the extent not already paid or provided for and (c) upon the termination and winding up of a Series or the Company, all costs and expenses incidental to such termination and winding as allocated to the relevant Series in accordance with Section 6.4 of the Operating Agreement.

 

To the extent there is "Free Cash Flow" for any Series and as described in the Series Designation for such Series, our Managing Member intends to declare and pay distributions as follows:

 

  • 85% by way of distribution to the members of such Series (pro rata to their Series Interests and which, for the avoidance of doubt, may include the Managing Member or its affiliates), and;
  • Up to 15% to the Asset Manager in payment of the management fee, except to the extent waived by the Asset Manager, in its sole discretion. The company notes that with regards to Series #WGI3Z the Asset Management Fee is 15%.

 

For more information on fees applicable to a specific series, see the "Compensation of our Directors and Executive Officers" section of this Offering Circular. Our Managing Member has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each Series of shares except as otherwise limited by law or the Operating Agreement.

 

Restrictions on Transfer

 

There is currently no public trading market for any Series Interests, and an active market may not develop or be sustained. In the event a transfer of any Series Interest does occur, pursuant to Section 4.2 of the Operating Agreement, it must (i) have been held for a period of 12 months and (ii) written consent, consenting to the transfer, must be obtained from the Managing Member, prior to the transfer.

 

Voting Rights

 

Investors have limited voting rights, and substantial powers are delegated to our Managing Member under Section 5.1 of the company's Operating Agreement for which a vote of the Series Interest holders is not required.

 

When submitting a matter of vote, a holder of a Series Interest, is entitled to one vote per Series Interest on any and all matters submitted to the consent or approval of members generally. No separate vote or consent of the holders of Series Interests shall be required for the approval of any matter, except for matters which only pertain to the Series Designation of a specific series, for which only the holders of that Series Interest will vote.

66

 

Confidential Information

 

The purpose of Article XIV of the Operating Agreement is to protect confidential information of the company that would be available to Series Interest holders but not subject to disclosure under federal securities laws. Such information would include personal information of other investors held by the company, personal information included on leases, and other information in the books and records of the company that is not ready for public dissemination for which an interest holder requests and receives access to. Note, this confidentiality obligation does not extend to matters which are public knowledge, has been publicly filed with the Commission, or as required by law for that interest holder.

 

Reports to Members

 

The Managing Member shall keep appropriate books of the business at our principal offices. The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with GAAP. For financial reporting purposes and tax purposes, the fiscal year and the tax year are the calendar year, unless otherwise determined by our Managing Member in accordance with the Internal Revenue Code. Our Managing Member will file with the Commission periodic reports as required by applicable securities laws.

 

Under the Securities Act, the company must update this Offering Circular upon the occurrence of certain events, such as asset acquisitions. The company will file updated offering circulars and offering circular supplements with the Commission. The company is also 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, the company will file annual reports, semi-annual reports and other information with the Commission. In addition, the company plans to provide Series Interest holders with periodic updates, including offering circulars, offering circular supplements, pricing supplements, information statements and other information.

 

The company will provide such documents and periodic updates electronically by email or made available through the company's platform.

 

Distribution Upon Liquidation of a Series

 

Subject to the terms of a Series Interest any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Managing Member in its sole discretion), shall be applied and distributed 100% to the members (pro rata to their Interests and which, for the avoidance of doubt, may include the and its affiliates).

 

Other Rights

 

Holders of Series Interests shall have no conversion, exchange, sinking fund, appraisal rights, no preemptive rights to subscribe for any securities of the company and no preferential rights to distributions of Series Interests.

67

 

Forum Selection Provisions

 

The company's Operating Agreement includes a forum selection provision that requires any suit, action, or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with the Operating Agreement, or the transactions contemplated thereby be brought in state or federal court of competent jurisdiction located within the State of California.

 

This forum selection provision may limit investors' ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations thereunder.

68

 

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

 

Independent Tax Advice

 

The following is a summary of certain U.S. federal income tax considerations for U.S. investors. You should consult your own professional advisers to obtain advice on the tax consequences that apply to you.

 

A detailed analysis of the federal, state and local tax consequences of an investment in our series interests is beyond the scope of this discussion. Prospective Investors are advised to consult their own tax counsel regarding these consequences and the preparation of any federal, state or local tax returns that a series interest holder may be required to file.

 

Taxpayer Identification Number ("TIN")

 

To ensure proper crediting of the withholding tax when reporting to the IRS, the Company must obtain a U.S. TIN from each of its investors.

 

Investors may provide the Company with either (i) a social security number (SSN), (ii) an individual taxpayer identification number (ITIN), or (iii) a U.S. employer identification number (EIN).

 

Certain investors who don't have and aren't eligible to get a social security number can apply for an individual taxpayer identification number on IRS Form W-7. The application is also available in Spanish.

 

Taxation of Each Series as a Separate Business Entity

 

The company intends to treat each Series as a separate business entity for U.S. federal income tax purposes and the company as a non-entity for U.S. federal income tax purposes. The IRS has issued proposed Treasury Regulations that provide that each individual series of a domestic series LLC organization will generally be treated as a separate entity formed under local law, with each such individual series' classification for U.S. federal income tax purposes determined under general tax principles and the entity classification rules.

 

Taxation of Series Interest Holders on Our Profits and Losses

 

We intend for each Series to be taxed as a partnership for U.S. federal income tax purposes. As such, the Series will not be subject to U.S. federal income tax. Instead, each interest holder that is subject to U.S. tax will be required to take into account its distributive share, whether or not distributed, of each item of our income, gain, loss, deduction or credit. The company will file a U.S. federal partnership information return reporting its operations for each year and provide a U.S. Internal Revenue Service Schedule K-1 to each series interest holder. However, interest holders may not receive such Schedule K-1 prior to when their tax return reporting obligations become due and may need to file for extensions or file based on estimates.

 

The Schedule K-1 will reflect information about the Series being taxed as a partnership, the respective ownership position in the Series of investors, and the investor's share of current year income or losses.

 

Acquisition of Series Interests

 

The value of initial acquisition of Series Interests will become the tax basis for the determination of gains or losses.

69

 

Distributions during holding of Series Interests

 

Distributions from the company that are designated as capital gain dividends will be taxed to U.S. investors as long-term capital gains, to the extent that they do not exceed our actual net capital gain for the taxable year, without regard to the period for which the U.S. investor has held our Series Interests. To the extent that we elect under the applicable provisions of the Internal Revenue Code to retain our net capital gains, U.S. investors will be treated as having received, for U.S. federal income tax purposes, our undistributed capital gains as well as a corresponding credit or refund, as the case may be, for taxes paid by us on such retained capital gains. U.S. investors will increase their adjusted tax basis in the Series Interests by the difference between their allocable share of such retained capital gain and their share of the tax paid by us. Corporate U.S. Investors may be required to treat up to 20% of some capital gain dividends as ordinary income. Long-term capital gains are generally taxable at maximum U.S. federal rates of 20% in the case of U.S. investors who are individuals and 21% for corporations. Capital gains attributable to the sale of depreciable real property held for more than 12 months generally are subject to a 25% maximum U.S. federal income tax rate for U.S. investors who are individuals, to the extent of previously claimed depreciation deductions. Capital gain dividends are not eligible for the dividends-received deduction for corporations.

 

Distributions from us in excess of our current or accumulated earnings and profits will not be taxable to a U.S. investor to the extent that they do not exceed the adjusted tax basis of the U.S. investor's Series Interests in respect of which the distributions were made, but rather will reduce the adjusted tax basis of these Series Interests. To the extent that such distributions exceed the adjusted tax basis of a U.S. investor's Series Interests, they will be treated as gain from the disposition of the Series Interests and thus will be included in income as long-term capital gain, or short-term capital gain if the Series Interests have been held for one year or less.

 

Disposition of the Series Interests

 

In general, capital gains recognized by a U.S. investor that is not a dealer in securities upon the sale or disposition of our Series Interests will be subject to tax at long-term capital gains rates, if such Series Interests were held for more than one year, and will be taxed at ordinary income rates if such Series Interests were held for one year or less. Gains recognized by U.S. investors that are corporations are subject to U.S. federal corporate income tax, whether or not classified as long-term capital gains.

 

Capital losses recognized by a U.S. investor upon the disposition of our Series Interests held for more than one year at the time of disposition will be considered long-term capital losses (or short-term capital losses if the Series Interests have not been held for more than one year) and are generally available only to offset capital gain income of the U.S. investor but not ordinary income. In addition, any loss upon a sale or exchange of our Series Interests by a U.S. investor who has held the Series Interests for six months or less, after applying holding period rules, will be treated as a long-term capital loss to the extent of distributions received from us that were required to be treated by the U.S. investor as long-term capital gain.

 

Distributions upon liquidation of the Series

 

Once we have adopted (or are deemed to have adopted) a plan of liquidation for U.S. federal income tax purposes, liquidating distributions received by a U.S. investor with respect to our Series Interests will be treated first as a recovery of the investor's basis in the Series Interests and thereafter as gain from the disposition of our Series Interests.

 

THE U.S. FEDERAL INCOME TAX TREATMENT OF HOLDERS OF OUR SERIES INTERESTS DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. IN ADDITION, THE TAX CONSEQUENCES OF HOLDING OUR SERIES INTERESTS TO ANY PARTICULAR INVESTOR WILL DEPEND ON THE INVESTOR'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 OUR SERIES INTERESTS.

70

 

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

 

 

The company will be required to make annual and semi-annual filings with the SEC. The company will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. The company will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. The company will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors, or certain types of capital-raising. The company will be required to keep making these reports unless it files a Form 1-Z to exit the reporting system, which it will only be able to do if it has less than 300 unitholders of record and have filed at least one Form 1-K.

 

At least every 12 months, the company will file a post-qualification amendment to the offering Statement of which this Offering Circular forms a part, to include the company's recent financial statements.

 

The company may supplement the information in this Offering Circular by filing a Supplement with the SEC.

 

All these filings will be available on the SEC's EDGAR filing system. You should read all the available information before investing.

 

Relaxed Ongoing Reporting Requirements

 

If the company becomes a public reporting company in the future, it will be required to publicly report on an ongoing basis as an "emerging growth company" (as defined in the Jumpstart Our Business Startups Act of 2012, which the company refers to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as the company remains an "emerging growth company," the company may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not "emerging growth companies," including but not limited to:

 

  • not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
  • taking advantage of extensions of time to comply with certain new or revised financial accounting standards;
  • being permitted to comply with reduced disclosure obligations regarding executive compensation in the company's periodic reports and proxy statements; and
  • being exempt from the requirement to hold a non-binding advisory vote on executive compensation and interest holder approval of any golden parachute payments not previously approved.

 

If the company becomes a public reporting company under the Exchange Act in the future, the company expects to take advantage of these reporting exemptions until it is no longer an emerging growth company. The company would remain an "emerging growth company" for up to five years, although if the market value of its Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, the company would cease to be an "emerging growth company" as of the following December 31.

 

If the company does not become a public reporting company under the Exchange Act for any reason, the company will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for "emerging growth companies" under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semi-annual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer's fiscal year, and semi-annual reports are due within 90 calendar days after the end of the first six months of the issuer's fiscal year.

 

In either case, the company will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not "emerging growth companies," and its unitholders could receive less information than they might expect to receive from more mature public companies.

71

 

FINANCIAL STATEMENTS

 

Audited Consolidated and consolidating Financial Statements for the Year Ended December 31, 2023 and December 31, 2022

 73

Unaudited Pro Forma Consolidated and consolidating Financial Statements and Report for the Year Ended December 31, 2023

 96

 

Explanatory Note: In post-qualification amendment no. 7 filed on April 3, 2024, these financial statements included an error in the presentation of the Company's related party receivables that occurred during the process of preparing the audited financial statements, which included the correct figure, for filing with the Commission. This error has been corrected. As a scrivener's error, no change to the audited financial statement occurred.

72

 

ARK7 PROPERTIES PLUS LLC

AUDITED CONSOLIDATED AND CONSOLIDATING FINANCIAL STATEMENTS

For the year ended December 31, 2023 and December 31, 2022

F-1

 

Table of Contents

 

Independent Auditor's Report

 F-3

Consolidated Balance Sheet As of December 31, 2023 and 2022

 F-4

Consolidated Statement of Income For the year ended December 31, 2023 and 2022

 F-5

Consolidated Statement of Members' Equity For the year ended December 31, 2023 and 2022

 F-6

Consolidated Statement of Cash Flows For the year ended December 31, 2023 and 2022

 F-7

Consolidated and consolidating Balance Sheet As of December 31, 2023 and 2022

 F-8

Consolidated and consolidating Statement of Income For the year ended December 31, 2023 and 2022

 F-10

Consolidated and consolidating Statement of Members' Equity For the year ended December 31, 2023 and 2022

 F-12

Consolidated and consolidating Statement of Cash Flows For the year ended December 31, 2023 and 2022

 F-14

Notes to the Consolidated and consolidating Financial Statements

 F-16

F-2

 

Independent Auditor's Report

 

 

Yizhen Zhao

Ark7 Properties Plus LLC

San Francisco, CA, United States of America

 

Report on the Audit of the Financial Statements

 

Opinion

 

We have audited the consolidated and consolidating financial statements of Ark7 Properties Plus LLC (the "APPL") and its Series, which comprise the balance sheets as of December 31, 2022 and 2023, and the related statements of income, members' equity, and cash flows for the periods from March 17, 2022 (inception date) to December 31, 2022, and for the year ended December 31, 2023, together with the related notes (collectively referred to as the consolidated and consolidating financial statements).

 

In our opinion, the accompanying consolidated and consolidating financial statements present fairly, in all material respects, the financial position of the APPL as of December 31, 2022 and 2023, the results of its operations, and its cash flows for the period from March 17, 2022, to December 31, 2022, and for the year ended December 31, 2023, in accordance with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the APPL and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the Consolidated and consolidating financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated and consolidating financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated and consolidating financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the APPL's ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

 

Auditor's Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated and consolidating financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated and consolidating financial statements.

 

In performing an audit in accordance with GAAS, we:

 

  • Exercise professional judgment and maintain professional skepticism throughout the audit.
  • Exercise professional judgment and maintain professional skepticism throughout the audit.
  • Identify and assess the risks of material misstatement of the consolidated and consolidating financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated and consolidating financial statements.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the APPL's internal control. Accordingly, no such opinion is expressed.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated and consolidating financial statements.
  • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the APPL's ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

Emphasis of Matter

 

The accompanying financial statements have been prepared assuming that the APPL will continue as a going concern. As discussed in Note 1 to the financial statements, the APPL has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the APPL's ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

 

____________________

Flex-Tax, Inc.

San Francisco, CA

 

March 18, 2024

F-3

 

Ark7 Properties Plus LLC

Consolidated Balance Sheet

As of December 31, 2023 and 2022

 

Description

 Note December 31, 2023 December 31, 2022

Assets

   

Current Assets

   

Cash and cash equivalents

 2 
$
24,261
 
$
96,124

Receivables

  5,167 -

Related party receivables

 3 562,367 1,344

Prepaid expenses

  20,416 16,532

Total Current Assets

  612,211 114,000

Noncurrent Assets

   

Property, plant, and equipment

   

Property, plant, and equipment - Cost

  3,513,143 2,322,937

Property, plant, and equipment - Accumulated Depreciation

  (114,888) (29,076)

Total Property, plant, and equipment

 1 3,398,255 2,293,861

Total Noncurrent Assets

  3,398,255 2,293,861

Total Assets

  4,010,466 2,407,861

 

   

Liabilities & Members' Equity

   

Liabilities

   

Current Liabilities

   

Accounts payable and accrued liabilities

  107,423 9,424

Related party payable

  2 28,493

Related party debt, current

 3 464,247 1,733,496

Other liabilities, current

  21,807 11,350

Total Current Liabilities

  593,478 1,782,763

Total Liabilities

  593,478 1,782,763

 

   

Member's Equity

   

Equity Capital

   

Members' Equity

  3,878,867 732,234

Retained Earnings (Accumulated Deficit)

  (461,879) (107,135)

Total Equity Capital

  3,416,987 625,098

Total Member's Equity

  3,416,987 625,098

Total Liabilities & Members' Equity

  
$
4,010,466
 
$
2,407,861

 

See accompanying notes to the Consolidated and Consolidating financial statements

F-4

 

Ark7 Properties Plus LLC

Consolidated Statement of Income

For the year ended December 31, 2023 and 2022

 

Description

 Note December 31, 2023 December 31, 2022

Net Income (Loss)

   

Gross Profit (Loss)

   

Rental Income

  
$
239,016
 
$
62,738

Other rental fees

  257 368

Total Gross Profit (Loss)

 1 239,273 63,106

Operating Expenses

   

General and administrative expenses

  369,772 54,026

Depreciation and amortization expenses

  85,812 29,076

Property tax and state fee

  44,557 4,657

Total Operating Expenses

  500,141 87,759

Operating Income (Loss)

  (260,868) (24,653)

Other Income (Loss)

   

Interest expense

 3 - -

Interest expense, related party

 4 (91,876) (82,482)

Other income (expense)

  (2,000) -

Total Other Income (Loss)

  (93,876) (82,482)

Total Net Income (Loss)

  
$
(354,744)
 
$
(107,135)

 

See accompanying notes to the Consolidated and Consolidating financial statements

F-5

 

Ark7 Properties Plus LLC

Consolidated Statement of Members' Equity

For the year ended December 31, 2023 and 2022

 

Description

 December 31, 2023 December 31, 2022

Balance at the beginning of the period

 
$
625,098
 
$
-

Equity Contribution

 3,301,401 762,080

Net Income (Loss)

 (354,744) (107,135)

Distribution

 (154,768) (29,846)

Balance at the end of the period

 
$
3,416,987
 
$
625,098

 

See accompanying notes to the Consolidated and Consolidating financial statements

F-6

 

Ark7 Properties Plus LLC

Consolidated Statement of Cash Flows

For the year ended December 31, 2023 and 2022

 

Description

 December 31, 2023 December 31, 2022

Cash Flows From Operating Activities

  

Net Income (Loss)

 
$
(354,744)
 
$
(107,135)

Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities

  

Depreciation, other operating

 85,812 29,076

Amortization of debt issuance costs

 - -

Total Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities

 85,812 29,076

(Increase) decrease in operating assets, net of effects of businesses acquired

  

Accounts receivable

 (5,167) -

Related party receivables

 (562,367) (0)

Prepaid expenses

 (3,883) (16,532)

Increase (decrease) in operating liabilities, net of effects of businesses acquired

  

Accounts payable and accrued expenses

 102,071 5,352

Related party payable

 (19,229) 19,230

Other liabilities

 10,457 11,350

Net Cash Provided by (Used in) Operating Activities

 (747,050) (58,660)

Cash Flows from Investing Activities

  

Purchase of property, plant, and equipment

 (1,190,206) (2,322,937)

Net Cash Provided by (Used in) Investing Activities

 (1,190,206) (2,322,937)

Cash Flows from Financing Activities

  

Proceeds from issuance of related party debt

 1,422,181 1,733,496

Repayment of related party debt

 (2,691,429) -

Proceeds from private offerings

 3,301,401 762,080

Distributions to partners

 (154,768) (29,846)

Net Cash Provided by (Used in) Financing Activities

 1,877,384 2,465,730

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash

 (59,872) 84,133

Cash, Cash Equivalents, and Restricted Cash at the beginning of the period

 84,133 -

Cash, Cash Equivalents, and Restricted Cash at the end of the period

 24,261 84,133

 

  

Supplemental Cash Flow information

  

Cash Paid During the Year for

  

Interest

 
$
91,876
 
$
82,482

 

See accompanying notes to the Consolidated and Consolidating financial statements

F-7

 

Ark7 Properties Plus LLC

Consolidated and consolidating Balance Sheet

As of December 31, 2023 and 2022

 

Ark7 Properties Plus LLC

Consolidated and consolidating Balance Sheet

As of December 31, 2023

 

Description

 Ark7 Properties Plus LLC Ark7 Properties Plus LLC - Series #0XYT6 Ark7 Properties Plus LLC - Series #DIVTU Ark7 Properties Plus LLC - Series #FTWDS Ark7 Properties Plus LLC - Series #JTDXY Ark7 Properties Plus LLC - Series #NHMOP Ark7 Properties Plus LLC - Series #ORHOF Ark7 Properties Plus LLC - Series #P7FJ5 Ark7 Properties Plus LLC - Series #QGXF0 Ark7 Properties Plus LLC - Series #RPFUV

Assets

          

Current Assets

          

Cash and cash equivalents

 
$
22,957
 
$
814
 
$
-
 
$
-
 
$
(362)
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-

Receivables

 5,167 - - - - - - - - -

Related party receivables

 562,367 48,147 220,540 (3,374) 34,632 100,652 (39,633) (5,216) 68,331 3,592

Prepaid expenses

 - 684 - 4,100 25 5 766 3,961 3,720 1,185

Total Current Assets

 590,491 49,645 220,540 726 34,295 100,657 (38,867) (1,256) 72,051 4,777

Noncurrent Assets

          

Property, plant, and equipment

          

Property, plant, and equipment - Cost

 100 364,461 - 223,490 347,368 172,535 210,104 223,460 326,767 253,643

Property, plant, and equipment - Accumulated Depreciation

 - (17,696) - (9,164) (15,539) (936) (667) (9,162) (4,192) (1,460)

Total Property, plant, and equipment

 100 346,765 - 214,327 331,829 171,600 209,437 214,298 322,575 252,183

Related party loans and note receivable, noncurrent

 - - - - - - - - - -

Total Noncurrent Assets

 100 346,765 - 214,327 331,829 171,600 209,437 214,298 322,575 252,183

Total Assets

 590,591 396,409 220,540 215,052 366,125 272,257 170,569 213,042 394,626 256,959

 

          

Liabilities & Members' Equity

          

Liabilities

          

Current Liabilities

          

Accounts payable and accrued liabilities

 107,423 - - - - - - - - -

Related party payable

 500,330 - - - - - - - - -

Related party debt, current

 (0) - 222,660 - - 66,000 175,587 - - -

Other liabilities, current

 - 1,800 - 1,450 1,800 - - 4,550 693 -

Total Current Liabilities

 607,753 1,800 222,660 1,450 1,800 66,000 175,587 4,550 693 -

Noncurrent Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party debt, noncurrent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Noncurrent Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 607,753 1,800 222,660 1,450 1,800 66,000 175,587 4,550 693 -

 

          

Member's Equity

          

Equity Capital

          

Members' Equity

 - 439,023 - 249,536 423,535 213,300 - 251,999 403,361 290,200

Retained Earnings (Accumulated Deficit)

 (17,162) (44,414) (2,120) (35,934) (59,210) (7,043) (5,018) (43,507) (9,428) (33,241)

Total Equity Capital

 (17,162) 394,609 (2,120) 213,602 364,325 206,257 (5,018) 208,492 393,933 256,959

Total Member's Equity

 (17,162) 394,609 (2,120) 213,602 364,325 206,257 (5,018) 208,492 393,933 256,959

Total Liabilities & Members' Equity

 
$
590,591
 
$
396,409
 
$
220,540
 
$
215,052
 
$
366,125
 
$
272,257
 
$
170,569
 
$
213,042
 
$
394,626
 
$
256,959

 

Description

 Ark7 Properties Plus LLC - Series #SOV9W Ark7 Properties Plus LLC - Series #WGI3Z Ark7 Properties Plus LLC - Series #WRA7O Ark7 Properties Plus LLC - Series #ZIE3T Eliminating Total 

 

 

 

 

 

 

 

Assets

       

 

 

 

 

 

 

 

Current Assets

       

 

 

 

 

 

 

 

Cash and cash equivalents

 
$
-
 
$
200
 
$
-
 
$
652
 
$
-
 
$
24,261
 

 

 

 

 

 

 

 

Receivables

 - - - - - 5,167 

 

 

 

 

 

 

 

Related party receivables

 12,015 26,415 (2,295) 36,525 (500,329) 562,367 

 

 

 

 

 

 

 

Prepaid expenses

 355 1,656 2,466 1,493 - 20,416 

 

 

 

 

 

 

 

Total Current Assets

 12,369 28,271 171 38,670 (500,329) 612,211 

 

 

 

 

 

 

 

Noncurrent Assets

       

 

 

 

 

 

 

 

Property, plant, and equipment

       

 

 

 

 

 

 

 

Property, plant, and equipment - Cost

 212,918 287,530 531,255 359,511 - 3,513,143 

 

 

 

 

 

 

 

Property, plant, and equipment - Accumulated Depreciation

 (2,496) (17,829) (20,724) (15,022) - (114,888) 

 

 

 

 

 

 

 

Total Property, plant, and equipment

 210,422 269,701 510,531 344,488 - 3,398,255 

 

 

 

 

 

 

 

Related party loans and note receivable, noncurrent

 - - - - - - 

 

 

 

 

 

 

 

Total Noncurrent Assets

 210,422 269,701 510,531 344,488 - 3,398,255 

 

 

 

 

 

 

 

Total Assets

 222,791 297,972 510,702 383,158 (500,329) 4,010,466 

 

 

 

 

 

 

 

 

       

 

 

 

 

 

 

 

Liabilities & Members' Equity

       

 

 

 

 

 

 

 

Liabilities

       

 

 

 

 

 

 

 

Current Liabilities

       

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 - - - - - 107,423 

 

 

 

 

 

 

 

Related party payable

 - - - - (500,329) 2 

 

 

 

 

 

 

 

Related party debt, current

 - - - - - 464,247 

 

 

 

 

 

 

 

Other liabilities, current

 1,139 1,675 6,900 1,800 - 21,807 

 

 

 

 

 

 

 

Total Current Liabilities

 1,139 1,675 6,900 1,800 (500,329) 593,478 

 

 

 

 

 

 

 

Noncurrent Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party debt, noncurrent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Noncurrent Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 1,139 1,675 6,900 1,800 (500,329) 593,478 

 

 

 

 

 

 

 

 

       

 

 

 

 

 

 

 

Member's Equity

       

 

 

 

 

 

 

 

Equity Capital

       

 

 

 

 

 

 

 

Members' Equity

 254,194 342,595 583,537 427,586 - 3,878,867 

 

 

 

 

 

 

 

Retained Earnings (Accumulated Deficit)

 (32,542) (46,299) (79,735) (46,227) - (461,879) 

 

 

 

 

 

 

 

Total Equity Capital

 221,652 296,297 503,802 381,358 - 3,416,987 

 

 

 

 

 

 

 

Total Member's Equity

 221,652 296,297 503,802 381,358 - 3,416,987 

 

 

 

 

 

 

 

Total Liabilities & Members' Equity

 
$
222,791
 
$
297,972
 
$
510,702
 
$
383,158
 
$
(500,329)
 
$
4,010,466
 

 

 

 

 

 

 

 

 

See accompanying notes to the Consolidated and Consolidating financial statements

F-8

 

Ark7 Properties Plus LLC

Consolidated and consolidating Balance Sheet

As of December 31, 2022

 

Description

 Ark7 Properties Plus LLC Ark7 Properties Plus LLC - Series #0XYT6 Ark7 Properties Plus LLC - Series #FTWDS Ark7 Properties Plus LLC - Series #JTDXY Ark7 Properties Plus LLC - Series #NHMOP Ark7 Properties Plus LLC - Series #P7FJ5 Ark7 Properties Plus LLC - Series #QGXF0 Ark7 Properties Plus LLC - Series #SOV9W Ark7 Properties Plus LLC - Series #WGI3Z Ark7 Properties Plus LLC - Series #WRA7O

Assets

          

Current Assets

          

Cash and cash equivalents

 
$
37,888
 
$
3,282
 
$
3,619
 
$
2,947
 
$
-
 
$
3,928
 
$
-
 
$
-
 
$
40,132
 
$
1,571

Receivables

 - - - - - - - - - -

Related party loans and notes receivable, current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses

 - 3,738 743 6,222 - 794 - (1,719) 928 1,488

Total Current Assets

 37,888 7,021 3,834 10,188 - 4,689 - (0) 41,061 2,803

Noncurrent Assets

          

Property, plant, and equipment

          

Property, plant, and equipment - Cost

 - 364,461 223,490 347,368 - 223,460 - - 286,740 531,255

Property, plant, and equipment - Accumulated Depreciation

 - (5,716) (1,986) (4,297) - (1,986) - - (7,384) (3,802)

Total Property, plant, and equipment

 - 358,745 221,504 343,071 - 221,474 - - 279,356 527,453

Related party loans and note receivable, noncurrent

 - - - - - - - - - -

Total Noncurrent Assets

 - 358,745 221,504 343,071 - 221,474 - - 279,356 527,453

Total Assets

 37,888 365,765 225,338 353,259 - 226,163 - (0) 320,417 530,257

 

          

Liabilities & Members' Equity

          

Liabilities

          

Current Liabilities

          

Accounts payable and accrued liabilities

 9,424 - - - - - - - - -

Related Party Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party debt, current

 - 258,478 178,015 291,203 - 222,985 - - - 522,610

Other liabilities, current

 - - 1,450 - - 3,000 - - - 6,900

Total Current Liabilities

 37,917 258,478 179,465 291,203 - 225,985 - - - 529,510

Noncurrent Liabilities

          

Related party payable

 28,493 - - - - - - - - -

Related party debt, noncurrent

 - - - - - - - - - -

Total Noncurrent Liabilities

 - - - - - - - - - -

Total Liabilities

 37,917 258,478 179,465 291,203 - 225,985 - - - 529,510

 

          

Member's Equity

          

Equity Capital

          

Members' Equity

 - 120,773 52,497 74,895 - 7,163 - - 363,794 17,980

Retained Earnings (Accumulated Deficit)

 (29) (13,485) (6,624) (12,839) - (6,985) - (0) (43,377) (17,233)

Total Equity Capital

 (29) 107,287 45,873 62,056 - 178 - (0) 320,417 747

Total Member's Equity

 (29) 107,287 45,873 62,056 - 178 - (0) 320,417 747

Total Liabilities & Members' Equity

 
$
37,888
 
$
365,765
 
$
225,338
 
$
353,259
 
$
-
 
$
226,163
 
$
-
 
$
(0)
 
$
320,417
 
$
530,257

 

Description

 Ark7 Properties Plus LLC - Series #ZIE3T Eliminating Total 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 
$
2,756
 
$
-
 
$
96,124
 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 - - - 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party loans and notes receivable, current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses

 4,337 - 16,532 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 6,516 - 114,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent Assets

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant, and equipment

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant, and equipment - Cost

 346,162 - 2,322,937 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant, and equipment - Accumulated Depreciation

 (3,905) - (29,076) 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Property, plant, and equipment

 342,257 - 2,293,861 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party loans and note receivable, noncurrent

 - - - 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Noncurrent Assets

 342,257 - 2,293,861 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 348,774 - 2,407,861 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities & Members' Equity

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 - - 9,424 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related Party Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party debt, current

 260,205 - 1,733,496 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities, current

 - - 11,350 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 260,205 - 1,782,763 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent Liabilities

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party payable

 - - 28,493 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party debt, noncurrent

 - - - 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Noncurrent Liabilities

 - - - 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 260,205 - 1,782,763 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Member's Equity

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Capital

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Members' Equity

 95,132 - 732,234 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained Earnings (Accumulated Deficit)

 (6,564) - (107,135) 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity Capital

 88,569 - 625,098 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Member's Equity

 88,569 - 625,098 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities & Members' Equity

 
$
348,774
 
$
-
 
$
2,407,861
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the Consolidated and Consolidating financial statements

F-9

 

Ark7 Properties Plus LLC

Consolidated and consolidating Statement of Income

For the year ended December 31, 2023 and 2022

 

Ark7 Properties Plus LLC

Consolidated and consolidating Statement of Income

For the year ended December 31, 2023

 

Description

 Ark7 Properties Plus LLC Ark7 Properties Plus LLC - Series #0XYT6 Ark7 Properties Plus LLC - Series #DIVTU Ark7 Properties Plus LLC - Series #FTWDS Ark7 Properties Plus LLC - Series #JTDXY Ark7 Properties Plus LLC - Series #NHMOP Ark7 Properties Plus LLC - Series #ORHOF Ark7 Properties Plus LLC - Series #P7FJ5 Ark7 Properties Plus LLC - Series #QGXF0 Ark7 Properties Plus LLC - Series #RPFUV

Net Income (Loss)

          

Gross Profit (Loss)

          

Rental Income

 
$
-
 
$
39,967
 
$
-
 
$
18,618
 
$
39,600
 
$
1,021
 
$
-
 
$
18,600
 
$
15,129
 
$
-

Other rental fees

 - - - - - - - - - -

Total Gross Profit (Loss)

 - 39,967 - 18,618 39,600 1,021 - 18,600 15,129 -

Operating Expenses

          

General and administrative expenses

 15,392 50,844 229 32,535 51,372 3,413 1,141 33,128 4,963 28,291

Depreciation and amortization expenses

 - 11,980 - 7,178 11,242 936 667 7,177 4,192 1,460

Property tax and state fee

 - 6,450 - 3,295 7,329 430 275 3,230 3,238 534

Total Operating Expenses

 15,392 69,274 229 43,008 69,943 4,778 2,083 43,535 12,392 30,285

Operating Income (Loss)

 (15,392) (29,307) (229) (24,390) (30,343) (3,757) (2,083) (24,935) 2,737 (30,285)

Other Income (Loss)

          

Interest income, related party

 - - - - - - - - - -

Interest expense

 - - - - - - - - - -

Interest expense, related party

 - (4,841) (1,891) (4,920) (14,663) (2,958) (2,934) (11,587) (11,835) (2,956)

Other income (expense)

 (1,741) 3,219 - - (1,365) (329) - - (329) -

Total Other Income (Loss)

 (1,741) (1,622) (1,891) (4,920) (16,028) (3,287) (2,934) (11,587) (12,164) (2,956)

Total Net Income (Loss)

 
$
(17,133)
 
$
(30,929)
 
$
(2,120)
 
$
(29,310)
 
$
(46,371)
 
$
(7,043)
 
$
(5,018)
 
$
(36,522)
 
$
(9,428)
 
$
(33,241)

 

Description

 Ark7 Properties Plus LLC - Series #SOV9W Ark7 Properties Plus LLC - Series #WGI3Z Ark7 Properties Plus LLC - Series #WRA7O Ark7 Properties Plus LLC - Series #ZIE3T Eliminating Total 

 

 

 

 

 

 

 

Net Income (Loss)

       

 

 

 

 

 

 

 

Gross Profit (Loss)

       

 

 

 

 

 

 

 

Rental Income

 
$
6,788
 
$
20,010
 
$
39,683
 
$
39,600
 
$
-
 
$
239,016
 

 

 

 

 

 

 

 

Other rental fees

 - 145 112 - - 257 

 

 

 

 

 

 

 

Total Gross Profit (Loss)

 6,788 20,155 39,794 39,600 - 239,273 

 

 

 

 

 

 

 

Operating Expenses

       

 

 

 

 

 

 

 

General and administrative expenses

 26,214 11,101 59,600 51,549 - 369,772 

 

 

 

 

 

 

 

Depreciation and amortization expenses

 2,496 10,445 16,922 11,117 - 85,812 

 

 

 

 

 

 

 

Property tax and state fee

 1,486 1,531 10,126 6,633 - 44,557 

 

 

 

 

 

 

 

Total Operating Expenses

 30,196 23,077 86,649 69,299 - 500,141 

 

 

 

 

 

 

 

Operating Income (Loss)

 (23,408) (2,922) (46,854) (29,699) - (260,868) 

 

 

 

 

 

 

 

Other Income (Loss)

       

 

 

 

 

 

 

 

Interest income, related party

 - - - - - - 

 

 

 

 

 

 

 

Interest expense

 - - - - - - 

 

 

 

 

 

 

 

Interest expense, related party

 (8,944) - (15,647) (8,700) - (91,876) 

 

 

 

 

 

 

 

Other income (expense)

 (190) - - (1,265) - (2,000) 

 

 

 

 

 

 

 

Total Other Income (Loss)

 (9,134) - (15,647) (9,965) - (93,876) 

 

 

 

 

 

 

 

Total Net Income (Loss)

 
$
(32,542)
 
$
(2,922)
 
$
(62,501)
 
$
(39,664)
 
$
-
 
$
(354,744)
 

 

 

 

 

 

 

 

 

See accompanying notes to the Consolidated and Consolidating financial statements

F-10

 

Ark7 Properties Plus LLC

Consolidated and consolidating Statement of Income

For the year ended December 31, 2022

 

Description

 Ark7 Properties Plus LLC Ark7 Properties Plus LLC - Series #0XYT6 Ark7 Properties Plus LLC - Series #FTWDS Ark7 Properties Plus LLC - Series #JTDXY Ark7 Properties Plus LLC - Series #NHMOP Ark7 Properties Plus LLC - Series #P7FJ5 Ark7 Properties Plus LLC - Series #QGXF0 Ark7 Properties Plus LLC - Series #SOV9W Ark7 Properties Plus LLC - Series #WGI3Z Ark7 Properties Plus LLC - Series #WRA7O

Net Income (Loss)

          

Gross Profit (Loss)

          

Rental Income

 
$
620
 
$
16,870
 
$
5,120
 
$
9,900
 
$
-
 
$
4,636
 
$
-
 
$
-
 
$
10,632
 
$
3,300

Other rental fees

 -