Current Report Pursuant to Regulation a (1-u)
April 20 2020 - 5:26PM
Edgar (US Regulatory)
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 20, 2020
UC Asset LP
(Exact name of issuer
as specified in its charter)
Delaware
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30-0912782
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State or other jurisdiction of
incorporation or organization
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(I.R.S.
Employer
Identification
No.)
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2299 Perimeter
Park Drive, Suite 120, Atlanta, GA 30341
(Full mailing address
of principal executive offices)
470-475-1035
(Issuer’s
telephone number, including area code)
Title of each class of securities
issued pursuant to Regulation A: Common Units
INFORMATION TO
BE INCLUDED IN THE REPORT
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
We
make statements in this Form 1-U that are forward-looking statements within the meaning of the federal securities laws. The words
“believe,” “estimate,” “expect,” “anticipate,” “intend,” “plan,”
“seek,” “may,” and similar expressions or statements regarding future periods are intended to identify
forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important
factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions
of future results, performance or achievements that we express or imply in this Form 1-U or in the information incorporated by
reference into this Form 1-U.
The
forward-looking statements included in this Form 1-U are based upon our current expectations, plans, estimates, assumptions and
beliefs that involve numerous risks and uncertainties. Actual results and performance could differ materially from those set forth
in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements included in
this Form 1-U. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise
any forward-looking statements after the date of this Form 1-U, whether as a result of new information, future events, changed
circumstances or any other reason. The inclusion of such forward-looking statements in this Form 1-U should not be regarded as
a representation by us or any other person that the objectives and plans set forth in this Form 1-U will be achieved.
Item
9. Other Events
On April 20, 2020,
UC Asset Limited Partnership (the “Partnership”) closed two transactions liquidating two properties to cash buyers,
at prices substantially lower than their current book values. The Partnership made this decision based on management’s best-effort
projection of real estate market in US generally and in Atlanta specifically, under the impact of the pandemic of COVID-19. The
management believes that it serves the best interest of the Partnership and its shareholders to liquidate these properties now,
because 1) the Partnership had entered into a drought of sales due to COVID-19 pandemic and its cash reserve had decreased to
a risky level; 2) the management believes that real estate market will enter into a bearish period due to COVID-19 pandemic, and
the Partnership may not be able to liquidate those properties at better prices in foreseeable future; 3) the Partnership has other
investments and investment opportunities that are believed to be more promising than those liquidated properties; and 4) the Partnership
has formulated a business plan to capitalize opportunities in a projected bearish real estate market, and it needs cash to execute
on its business plan.
Liquidation of
these two properties will reduce the Partnership’s net equity, which will be reflected in the Partnership’s upcoming
filings of financial reports.
The Partnership
may be able to close a few other transactions which will be profitable and will probably offset a significant part of the net
equity loss from these two liquidations before the next financial statement will be filed.
A
Press Release was issued regarding these two transactions, which has been furnished as Exhibit 15.2 to this Current Report on
Form 1-U.
SIGNATURES
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.
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UC Asset LP
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(Exact name of issuer as specified
in its charter)
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By:
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/s/ Greg Bankston
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Name:
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Greg Bankston,
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Title:
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Managing Member of General Partner
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Date 04/20/2020
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