We intend to qualify as a qualified opportunity fund, though there is no guarantee that we will so qualify or that any investor would be able to realize any particular tax results by making an investment in us. Our ability to be treated as a qualified opportunity fund is subject to considerable uncertainty.
The qualified opportunity zone rules were recently enacted, and there are no implementing regulations and only limited Internal Revenue Service guidance has been provided.
It is possible that we may fail to meet the requirements to be treated as a qualified opportunity fund, and there can be no guarantee that any investor will realize any tax advantages of investing in a qualified opportunity fund as a result of an investment in us.
Equity Apple, Inc is a recently organized Delaware corporation formed to originate, invest in and manage a diversified portfolio of commercial real estate properties, joint venture equity investments, and other real-estate related assets that are compelling from a risk-return perspective, particularly with a focus on multifamily rental units and office buildings located in “qualified opportunity zones” (“Opportunity Zones”), as designated by the 2017 H.R. 1, known as the Tax Cuts and Jobs Act (the “TCJA”).
Equity Apple, Inc. owns and operates an online investment platform www.EquityApple.com (the “Equity Apple Platform”) that allows investors to become equity or debt holders in real estate opportunities that may have been historically difficult to access for some investors. Through the use of the Equity Apple Platform, investors can browse and screen real estate investments, view details of an investment and sign legal documents online.
Equity Apple, Inc., has elected for the Fund to be treated as a C corporation but expects to elect for the Fund to be treated as a real estate investment trust, or REIT. We are not required to make a REIT election, however, and we may select an alternative tax classification if, for example, we determine that another classification may be more appropriate in order to comply with future Opportunity Fund guidance. Except as otherwise explicitly noted below, the discussion in this private placement memorandum (“PPM”) assumes that we will make a REIT election. You should review the discussion of “U.S. Federal Income Tax Considerations” below regarding our tax classification and certain other tax considerations relating to an investment in the Fund.
We are currently offering up to $10,000,000 in our common units, which represent as common units
interests in the corporation, only to “accredited investors” at $10.00 per unit in a private placement pursuant to Section 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). We may increase the offering size at any time if we so elect. The minimum investment in our common units for initial purchases is 500 units, or $5,000 based on the $10.00 per unit price. However, in certain instances, we may revise the minimum purchase requirements in the future or elect to waive the minimum purchase requirement. The per unit purchase price for our common units in this offering is an amount that was arbitrarily determined by our Operating Agreement and will apply for the duration of the offering subject to change at the discretion of our executives as described below. Although we do not intend to list our common units for trading on a stock exchange or other trading market, we intend to adopt a redemption plan designed to provide our unitholders with limited liquidity on an ongoing basis for their investment in our units. However, due to the operational requirements to qualify as an “opportunity fund”, it is highly likely that the redemption plan will be limited in its availability. Accordingly, investors should not rely on such redemption plan being readily available in the future and should be prepared to hold their units for an indefinite period of time.