UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 1-U

 

CURRENT REPORT PURSUANT TO REGULATION A

 

Date of Report (Date of earliest event reported): April 18, 2022

 

LANDA APP 2 LLC

(Exact name of issuer as specified in its charter)

 

Delaware   87-1767314
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

6 W. 18th Street

New York, NY 10011

 

(Full mailing address of principal executive offices)

 

646-905-0931

(Issuer’s telephone number, including area code)

 

Membership Interests:

 

Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC   Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC
Landa App 2 LLC - 153 Spring Valley Stockbridge GA LLC   Landa App 2 LLC - 45 Robertford Drive Covington GA LLC
Landa App 2 LLC - 126 Wildwood Road Stockbridge GA LLC   Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC
Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC   Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC

 

(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

 

 

Item 1. Fundamental Changes

 

Landa App 2 LLC (the “Company”) previously filed with the Securities and Exchange Commission a Current Report on Form 1-U on December 14, 2021 and an amendment thereto on March 3, 2022 (collectively, the “Prior Form 1-U”), regarding those certain commercial promissory notes (each a “Refinance Note” and collectively, the “Refinance Notes”) that each series of the Company set forth on the cover page of this report (each a “Series,” and collectively the “Series”) issued to LendingOne LLC (the “Lender”).

 

To correct an error regarding the principal amount of such Refinance Notes, Landa Holdings, Inc., as the manager of each Series (the “Manager”), disclosed that it would take certain actions that would put each Series in the same position, with respect to the Refinance Notes, that was previously expected and disclosed. The Manager has now taken the following actions with respect to those Refinance Notes:

 

  With respect to Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC, Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC and Landa App 2 LLC - 153 Spring Valley Circle Stockbridge GA LLC, since each Series recorded a Refinance Note with an actual principal amount that was higher than the disclosed principal amount, the Manager paid the difference in the principal amount for each Refinance Note directly to the Lender and none of the Series will be liable for such amount.

 

With respect to Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC, Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC and Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC, each Series recorded a Refinance Note with an actual principal amount that was less than the disclosed principal amount. Each Series no longer intends to refinance these Refinance Notes with the Lender. Instead, each Series will still be party to, and subject to the terms, of, its original Refinance Note with the Lender and has amended its Acquisition Note to reduce the principal amount payable on such Acquisition Note, as well as reduce the amount payable under the Acquisition Fee and/or Improvement Costs, as applicable.

 

This summary is qualified in its entirety by reference to the applicable amended Acquisition Note, which is filed as Exhibits 6.1, 6.2 and 6.3 to this report.

 

1

 

 

EXHIBITS

 

The following exhibits are filed herewith:

 

Exhibit No.   Description
6.1   Amendment No 1. to the Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC
6.2   Amendment No 1. to the Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC
6.3   Amendment No 1. to the Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 19, 2022 LANDA APP 2 LLC
     
  By: Landa Holdings, Inc.,
    its Manager
     
  By: /s/ Yishai Cohen
  Name:  Yishai Cohen
  Title: Chairman, Chief Executive Officer, and President

 

 

3

 

 

Exhibit 6.1

 

AMENDMENT NO. 1

 

4.5% 5 YEAR PROMISSORY NOTE

 

LANDA APP 2 LLC - 2174 SCARBROUGH ROAD STONE MOUNTAIN GA LLC

 

This AMENDMENT NO. 1 TO 4.5% 5 YEAR PROMISSORY NOTE (this “Amendment”) is made and entered into as of April 18, 2022, by and between LANDA HOLDINGS, INC., a Delaware company (the “Lender”), and LANDA APP 2 LLC - 2174 SCARBROUGH ROAD STONE MOUNTAIN GA LLC (the “Series”). The Lender and the Series are referred to herein from time to time collectively as the “Parties,” and each individually, as a “Party.” Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Note (as defined below).

 

WHEREAS, the Parties entered into a 4.5% 5 Year Promissory Note, dated as of July 28, 2021 (the “Note”);

 

WHEREAS, the original principal amount of the Note was $189,204 (the “Principal Amount”).

 

WHEREAS, the Parties desire to amend certain terms set forth in the Note to decrease the Principal Amount to an amount equal to $183,204;

 

WHEREAS, pursuant to Section 13 of the Note, the Note may only be modified with the written consent of the Lender and the Series; and

 

WHEREAS, the Lender is currently the Holder of the Note.

 

NOW, THEREFORE, in consideration of the premises, covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration, the Parties to this Amendment, intending to be legally bound, agree as follows:

 

1.Amendment of Original Principal Amount of the Note.  From and after the date hereof, the Principal Amount of the Note shall be $183,204.

 

2.Miscellaneous

 

a.From and after the date hereof, all references in the Note to “this Note,” “hereof” or words of similar import shall mean the Note as amended by this Amendment. Except as expressly set forth herein, the Note shall remain in full force and effect on the terms and conditions set forth therein.

 

b.This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

 

  SERIES:
  LANDA APP 2 LLC - 2174 SCARBROUGH ROAD STONE MOUNTAIN GA LLC
     
  By: Landa Holdings, Inc., as Manager
     
  By: /s/ Yishai Cohen
  Name: Yishai Cohen
  Title: Chief Executive Officer and President

 

Acknowledged and Agreed:  
     
LENDER:  
LANDA HOLDINGS, INC.  
     
By: /s/ Yishai Cohen  
Name: Yishai Cohen  
Title: Chief Executive Officer and President  

 

[Signature Page to Amendment No. 1]

 

 

 

 

 

Exhibit 6.2

 

AMENDMENT NO. 1

 

4.5% 5 YEAR PROMISSORY NOTE

 

LANDA APP 2 LLC - 137 SPRING VALLEY CIRCLE STOCKBRIDGE GA LLC

 

This AMENDMENT NO. 1 TO 4.5% 5 YEAR PROMISSORY NOTE (this “Amendment”) is made and entered into as of April 18, 2022, by and between LANDA HOLDINGS, INC., a Delaware company (the “Lender”), and LANDA APP 2 LLC - 137 SPRING VALLEY CIRCLE STOCKBRIDGE GA LLC (the “Series”). The Lender and the Series are referred to herein from time to time collectively as the “Parties,” and each individually, as a “Party.” Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Note (as defined below).

 

WHEREAS, the Parties entered into a 4.5% 5 Year Promissory Note, dated as of July 28, 2021 (the “Note”);

 

WHEREAS, the original principal amount of the Note was $190,703 (the “Principal Amount”).

 

WHEREAS, the Parties desire to amend certain terms set forth in the Note to decrease the Principal Amount to an amount equal to $176,953;

 

WHEREAS, pursuant to Section 13 of the Note, the Note may only be modified with the written consent of the Lender and the Series; and

 

WHEREAS, the Lender is currently the Holder of the Note.

 

NOW, THEREFORE, in consideration of the premises, covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration, the Parties to this Amendment, intending to be legally bound, agree as follows:

 

1.Amendment of Original Principal Amount of the Note.  From and after the date hereof, the Principal Amount of the Note shall be $176,953.

 

2.Miscellaneous

 

a.From and after the date hereof, all references in the Note to “this Note,” “hereof” or words of similar import shall mean the Note as amended by this Amendment. Except as expressly set forth herein, the Note shall remain in full force and effect on the terms and conditions set forth therein.

 

b.This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

 

  SERIES:
  LANDA APP 2 LLC - 137 SPRING VALLEY CIRCLE STOCKBRIDGE GA LLC
   
  By: Landa Holdings, Inc., as Manager
     
  By: /s/ Yishai Cohen
  Name: Yishai Cohen
  Title: Chief Executive Officer and President

 

Acknowledged and Agreed:

 

LENDER:  
LANDA HOLDINGS, INC.  
     
By: /s/ Yishai Cohen  
Name: Yishai Cohen  
Title: Chief Executive Officer and President  

 

[Signature Page to Amendment No. 1]

 

 

 

 

Exhibit 6.3

 

AMENDMENT NO. 1

 

4.5% 5 YEAR PROMISSORY NOTE

 

LANDA APP 2 LLC - 4085 SPRINGVALE WAY MCDONOUGH GA LLC

 

This AMENDMENT NO. 1 TO 4.5% 5 YEAR PROMISSORY NOTE (this “Amendment”) is made and entered into as of April 18, 2022, by and between LANDA HOLDINGS, INC., a Delaware company (the “Lender”), and LANDA APP 2 LLC - 4085 SPRINGVALE WAY MCDONOUGH GA LLC (the “Series”). The Lender and the Series are referred to herein from time to time collectively as the “Parties,” and each individually, as a “Party.” Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Note (as defined below).

 

WHEREAS, the Parties entered into a 4.5% 5 Year Promissory Note, dated as of July 28, 2021 (the “Note”);

 

WHEREAS, the original principal amount of the Note was $271,187 (the “Principal Amount”).

 

WHEREAS, the Parties desire to amend certain terms set forth in the Note to decrease the Principal Amount to an amount equal to $245,767;

 

WHEREAS, pursuant to Section 13 of the Note, the Note may only be modified with the written consent of the Lender and the Series; and

 

WHEREAS, the Lender is currently the Holder of the Note.

 

NOW, THEREFORE, in consideration of the premises, covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration, the Parties to this Amendment, intending to be legally bound, agree as follows:

 

1.Amendment of Original Principal Amount of the Note.  From and after the date hereof, the Principal Amount of the Note shall be $245,767.

 

2.Miscellaneous

 

a.From and after the date hereof, all references in the Note to “this Note,” “hereof” or words of similar import shall mean the Note as amended by this Amendment. Except as expressly set forth herein, the Note shall remain in full force and effect on the terms and conditions set forth therein.

 

b.This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

 

  SERIES:
  LANDA APP 2 LLC - 4085 SPRINGVALE WAY MCDONOUGH GA LLC
   
  By: Landa Holdings, Inc., as Manager
     
  By: /s/ Yishai Cohen
  Name: Yishai Cohen
  Title: Chief Executive Officer and President

 

Acknowledged and Agreed:  
     
LENDER:  
LANDA HOLDINGS, INC.  
     
By: /s/ Yishai Cohen  
Name: Yishai Cohen  
Title: Chief Executive Officer and President  

 

[Signature Page to Amendment No. 1]