Collab

The company is heavily dependent on CEO Qian Wang; loss of his services would significantly delay or prevent achievement of business objectives.

“If Collab (USA) Capital LLC, our Managing Member fails to attract and retain Mr. Qian Wang, CEO of YSMD and our Managing Member's CEO, or its key personnel, the company may not be able to achieve its anticipated level of growth and its business could suffer. The Managing Member's and the company's future depends, in part, on Collab's ability to attract and retain key personnel. Its future also depends on the continued contributions of Mr. Wang.”

Series A will purchase the Spruce Street property from YSMC LLC, an affiliate of the Managing Member. The purchase price may not be comparable to arm's length terms, and the Managing Member sits on both sides of the transaction.

“YSMD Series A will enter into a Purchase Agreement with YSMC LLC, an affiliated entity of the Managing Member, and the sole owner of 1742 Spruce Street LLC. The Agreement will provide for YSMD's purchase of 1742 Spruce Street LLC, at a net purchase price of $3,535,000 (i.e., the asset price totaling $7,500,000 net of the outstanding loan amount totaling $3,965,000).”

Some or all series will acquire properties from the Managing Member or its affiliates, who may sell at a premium over their cost; there is no assurance the price is comparable to third-party terms.

“Some or all of the series will acquire their properties from the Managing Member or from an affiliate of the Managing Member. Prior to a sale to a series, the Managing Member or an affiliate of the Managing Member may acquire a property, repair and improve the property. The Managing Member or its affiliate will then resell the property to a series at a value which may reflect a premium over the Managing Member's or its affiliate's investment in the property.”

All key fees (property management, asset management, sourcing, disposition, renovation) are paid to Collab, the Managing Member, determined unilaterally without independent assessment or arm's length negotiation.

“We and Collab determined these fees internally without any independent assessment of comparable market fees. As a result, they may be higher than those available from unaffiliated third parties.”