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Logo of GreatX

GreatX

Uncapped upside with income yield and capital protection in one investment
B2B B2C Real Estate Real Estate Tech
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$36,000,000
Committed
51
Investors
6 days
Left to invest
Invest in GreatX
$100,000 minimum investment · Deal terms · Form CRS
Pitch Updates
Invest Invest in GreatX
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Digital Asset Platform Investment Potential - Income Investment Potential - Share Appreciation  Capital Protection - Treasury Bonds Capital Protection - Share Liquidity Additional information Disclosures
About Team Risks

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by Digital Asset Global Holdings LLC.
Company documents
Subscription Agreement Digital Asset Global Holdings LLC - Series A (Reg D) PPM.pdf Form CRS.pdf Accreditation FAQs.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf
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Investment summary


The GreatX team will be hosting webinars describing the investment in detail on May 6th at 7:00 PM CST. Should you have further questions, please reach out to gary@greatx.com

  • Platform: Own the software behind the GreatX marketplace
  • Property: Own the hotel room assets staked and traded on the platform
  • Income: Laddered preferred returns with 6% yearly growth potential
  • Capital Protection: Investment backed by US treasury bonds
  • Uncapped Upside: Gains potential from platform and property values
  • No Fees: 100% of returns to investors with no management fees or carry
  • Share Buyback: Available at original price starting in year two

Deals involving blockchain technology, crypto currencies and/or digital assets such as Security Tokens, Utility Tokens, or NFTs are extremely speculative and present additional risks and may result in total loss of invested capital. PLEASE READ AND REVIEW THOSE RISKS HERE.  

Deals involving crypto and/or digital assets such as NFTs are extremely speculative and present additional risks. Investor sophistication and enhanced independent reviews are highly recommended.

Investments in private companies are particularly risky and may result in total loss of invested capital.

There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees.

*Click here for important information regarding Financial Projections which are not guaranteed*

Disclosures & Disclaimers

Digital Asset


The heart of the system is $GreatX (Global Return Earning Asset Token). These stable tokens, priced at $1 each, can then be staked against US real estate assets, allowing anyone from around the world to share in the economic benefits.    

The charter initiative features plans for more than 100 hotels, 12,000 rooms and $1 billion in AUM (assets under management) within 24 months. When the token program is launched, currently planned for Q3 2025, tokenholders can use a simple app to:

Invest in a hotel room of their choice choosing the specific city and property among major brands.

See the performance of the room before investing, both past data and future projections.

Receive income via multiple channels with 90% of room profits and 30% share of the appreciation in room value going to tokenholders.

Take advantage of a target 8% yield based on the underlying assets with an annual upside target of 15% and a quarterly payment schedule.  

Benefit from capital protection with each GreatX token backed one-for-one by US Treasury bills.

Platform


This is a share offering, not a token offering: By purchasing shares for $1 each, you can become one of the charter shareholders in the company* developing the GreatX token and platform.

The company will own the hotel properties available on the GreatX platform: This platform will allow investors from around the world, to own US real estate via the GreatX token including brands from industry leaders like  tt, Hilton, and Intercontinental.

The GreatX platform will be developed with licensing revenue in mind: The platform will be flexible with plans to allow any property owner to make their holdings available to investors. This expansion will create a global network of properties, generating software licensing and fee revenue for the company.

Shareholders benefit from multiple revenue streams: There are three distinct groups, all of which provide revenue for shareholders.

Investment Potential - Income


The multiple revenue streams (Labs, Assets, Asset Managers) support a program of Fixed Laddered Preferred Returns. These annual cash payments to shareholders alone could offer the potential of a significant fixed return on investment. Shareholders receive 10% of Operating Profits, 70% of Property Appreciation, 100% of Depreciation, 100% of Principal Accumulation plus all related fees from the assets.

This Fixed Preferred Return income target is scheduled to increase by 6 full percentage points (6% Year 1, 12% Year 2… ) each year for a seven-year period.  These preferred return distributions are subject to the availability of cash to fund them. 

Investment Potential - Share Appreciation 


While Preferred Returns are fixed, the potential for share valuation growth is uncapped. Two forces could drive significant appreciation.

  • Property Value Increases: With hotel revenues in the United States projected to reach $140 Billion by 2031, the value of the GreatX properties could increase along with them. The company also plans to expand into other property types such as multifamily housing and student housing.

  • GreatX Platform Value Increases: As a digital asset real estate platform where property owners around the world can monetize their holdings, these shares offer the potential to reach multiples often seen from early stage software companies.

Capital Protection - Treasury Bonds


The structure of these shares provides an uncommon level of capital protection not typically seen in equity offerings. As a Capital Protected Digital Asset, the shares will be supported by a portion of the capital kept as collateral in US Treasury Bonds.

Two-thirds of the initial capital raised will go to Treasuries with full one-to-one treasury to share coverage planned by year four.

Capital Protection - Share Liquidity


Share Buyback at Your Original Price: Starting in Year 2, share buyback is available through an embedded put option feature. Investors can return up to ⅛ of their shares per quarter, receiving the original $1 share price in return. Full share redemption is available at any time after Year 3.

Share Sales on Secondary Markets: A private sale on the secondary markets at market price is also available at any time. Shares can be sold to any buyer who meets the accredited investor standards.

Additional information


If you have questions or are not yet ready to invest, you can contact our team members using the information below.

Webinars are also available each week where the GreatX team shares a 45-minute presentation and takes questions on the distinctive Preferred Return, asset base, share appreciation potential, and capital protection features of this investment. 

The GreatX team will be hosting webinars describing the investment in detail on May 4th at 8:00 AM CST as well as May 6th at 7:00 PM CST. You can also learn more at greatx.com.

Disclosures


This notice should not be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by OpenDealBroker LLC dba the Capital R ("ODB"). OpenDeal Broker LLC is compensated in cash commission by Digital Asset Global Holdings LLC. Company will pay OpenDeal Broker LLC: a 2.5% cash commission for the dollar value of the securities sold to Investors pursuant to the combined proceeds of the Offerings up to but not in excess of $10,000,000.00 and a 2% cash commission for the dollar value of the securities sold to Investors pursuant to the combined proceeds of the Offerings greater than $10,000,000.00 (as such terms are defined in the offering engagement agreement between ODB and Digital Asset Global Holdings LLC.

Digital Asset Global Holdings LLC has engaged ODB to conduct an offering ("the offering") of Class B Units issued by Digital Asset Global Holdings LLC to eligible persons on the Republic platform (the "Platform").

Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured. 

Diversification does not guarantee a profit or protect against losses.

Certain information set forth in this presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.

Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th Floor, New York, NY 10010, please check our background on FINRA’s BrokerCheck. Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.  Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

https://www.finra.org/#/
https://www.sipc.org/

This Offering is limited solely to Purchasers who are “accredited investors” as defined in Regulation D. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are an accredited investor and must have provided a third-party certification attesting to such status as required by Rule 506(c). You must also represent in writing that you are (i) purchasing the Subscription Agreements for your own account and not for the account of others and not with a view of reselling or distributing the subscription agreement, and (ii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.

In order to qualify as an “accredited investor,” a potential Purchaser must meet one of the following conditions of the date on which the Subscription Agreement is executed and as of the date of the purchase:

(i) Individual – Income Test. An individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;

(ii) Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual's primary residence);

(iii) IRA or Revocable Company. An Individual Retirement Account (“IRA”) or revocable Company and the individual who established the IRA or each grantor of the Company is an accredited investor on the basis of (i) or (ii) above;

(iv) Self-Directed Pension Plan. A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Partnership;

(v) Other Pension Plan. A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

(vi) Irrevocable Company. An irrevocable Company which consists of a single Company (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Partnership, and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

(vii) Corporations and Other Entities in General. A corporation, partnership, limited liability Company or Massachusetts or similar business Company, that was not formed for the specific purpose of acquiring an interest in the Partnership, and which has total assets in excess of $5,000,000; or

(viii) Entity Owned by Accredited Investors. An entity in which all of the equity owners are accredited investors. OpenDeal Broker LLC is a New York limited liability company. Neither OpenDeal Broker LLC nor Republic Crypto LLC d/b/a Republic Advisory Services (“Republic Advisory Services”) nor any of their affiliates has independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by the Company.

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🔥 5 days left to invest

Deal terms


Accredited investors only. All investors will be required to verify their accreditation.

Minimum investment

$100,000

The smallest investment amount the issuer is accepting in this offering.

Maximum investment

$10,000,000

The largest investment amount the issuer is accepting in this offering.

Funding goal

$30M

GreatX (Reg D) must achieve its minimum goal of $0.01 before the deadline. The maximum amount the offering can raise is $30M.
Learn more

Deadline
GreatX (Reg D) campaign will end on .
Type of security

Class B Units shares

Common stock issued by Digital Asset Global Holdings LLC
Learn more

Price per share

$1

The price of each share of Class B Units.

How it works

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by Digital Asset Global Holdings LLC.
Company documents
Subscription Agreement Digital Asset Global Holdings LLC - Series A (Reg D) PPM.pdf Form CRS.pdf Accreditation FAQs.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf

About GreatX

Legal Name
Digital Asset Global Holdings LLC
Founded
Dec 2024
Form
Delaware LLC
Employees
0
Social Media
None
Headquarters
Google Map location of of GreatX
12850 Spurling Road 160 , Dallas, TX
Headquarters
12850 Spurling Road, 160, Dallas, TX, United States 75230

GreatX Team
Everyone helping build GreatX, not limited to employees

Profile picture of Lakshmi Narayanan
Lakshmi Narayanan
Managing Member
A strategic investor in 100+ tech companies globally, he is also a Certified Senior Executive Fellow of Harvard Kennedy Government School. He was titled "Freeman of the City of London”, for fostering international co-operation in wealth management.
Profile picture of Dipika Patel
Dipika Patel
Co-founder
20+ years of experience in the hospitality industry, banks and private equity firms, including Citigroup and Merrill Lynch/Bank of America. Her background in real estate includes developing, managing, and operating assets worth over $2 billion.
Profile picture of Kim Diamond
Kim Diamond
Board Member
30 years of experience in commercial real estate & structured finance debt capital markets in the form of high-profile positions at leading capital and bond firms. She has successfully led profitable ratings businesses worldwide.
Profile picture of Gary Wilcox
Gary Wilcox
Investor Relations Head
With an extensive background in spearheading strategic initiatives and refining operational processes, his focus lies in driving growth and enhancing efficiencies. Decades of experience within the retail banking and financial services sectors.
Profile picture of Tulsee Nathu
Tulsee Nathu
Board Member
A hospitality specialist representing buyers and sellers with investment properties nationwide. She is a 4th generation hotelier with multi-faceted experience ranging from operations, development, and on-going industry activist.
Profile picture of Winnie Khyriem
Winnie Khyriem
Community Outreach
Profile picture of Raghav Holani
Raghav Holani
Investor Relations
Profile picture of Shini Kochalil
Shini Kochalil
Community Outreach
Profile picture of Fuaad Omar
Fuaad Omar
Investor Relations
6 more team members
Winnie Khyriem
Community Outreach
Lakshmi Narayanan
Managing Member
Raghav Holani
Investor Relations
Dipika Patel
Co-founder
Shini Kochalil
Community Outreach
Kim Diamond
Board Member
Fuaad Omar
Investor Relations
Gary Wilcox
Investor Relations Head
Tulsee Nathu
Board Member

Risks

General Market Risk.
The profitability of an investment in the Company depends to a great extent upon correctly assessing the future course of real estate markets in the United States or any other international market GODAH identifies. There can be no assurance that the managers of GODAH or their affiliates will be able to accurately predict these conditions. In addition, it is expected that GODAH will operate with limited liquidity. The general lack of liquidity of the investment, together with a failure to accurately predict market conditions, may adversely affect the ability of GODAH to provide returns to the Company.
Risk of Loss.
While there is potential for a desired rate of return, there is also the potential that losses will be incurred, including a complete loss of capital. There can be no assurance that the Units will increase in value or that the Company will not incur significant losses. An investment in the Company is suitable only for investors able to sustain a complete loss of their investment.
You may experience dilution.
The Company’s members do not have preemptive rights. If we engage in a subsequent offering of additional Units or issue Units pursuant to any incentive plan, then the investors from this Offering may experience dilution in their percentage ownership of our outstanding Units.
Foreign investors may be subject to the Foreign Investment in Real Property Tax Act (“FIRPTA”) on sale of Units.
A foreign person disposing of a U.S. real property interest, including equity interests of a U.S. limited liability company whose assets consist principally of U.S. real property interests, is generally subject to tax under FIRPTA on the gain recognized on such disposition. In addition, FIRPTA will apply if we make a distribution that is attributable to gain recognized by Assets on a disposition of a U.S. real property interest, even though Asset is domestically controlled.
Foreign Investor Considerations.
An investment in the Company by non-U.S. persons raises issues unique to them. Distributions to non-U.S. persons will be reduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons will be required to file federal income tax returns and pay tax on their share of the Company’s taxable income. Each non-U.S. person should consult with his, her or its own advisers as to the advisability and tax consequences of an investment in the Company.
Real Estate Market Risks.
Real estate investments are generally subject to varying degrees of risk depending on the nature of the property. Such risks include changes in general, international, national, regional and local economic conditions (such as the overall strength of the financial sector and the availability and cost of mortgage funds, which will in turn affect the demand for real estate), local real estate conditions (such as the supply and demand for residential, commercial, hospitality or industrial real estate in the area), government regulation (such as usage, zoning, taxation of property and environmental legislation), the attractiveness of properties to potential purchasers or developers and competition from other available properties. In addition, each segment in the real estate development industry is capital intensive and is typically sensitive to interest rate fluctuation, which may affect the Company’s ability to meet its investment objectives. Real estate held by Assets may not maintain value, increase in value or create sufficient cash flows to meet investment objectives.
Competitive Markets
The real estate market is extremely competitive. In relative terms, Assets is expected to have little capital and may have difficulty in competing in markets in which its competitors have substantially greater financial resources than the Company expects to have in the future. Assets has no way of knowing about or preventing competition from other real estate developers. Competition may result in price reductions and decreased revenues or sales proceeds. There can be no assurance that Assets will be able to compete successfully in the future or that competition will not have a material adverse effect on each of Asset’s business, financial condition or results of operations.
Environmental Matters.
Under various national, international, federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property owned by Assets may become liable for the costs of the investigation, removal and remediation of hazardous or toxic substances on, under, in or migrating from such property. Such laws often impose cleanup responsibility and liability without regard as to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances, and the liability under such laws has been interpreted to be joint and several unless the harm is divisible and if there is a reasonable basis for allocation of responsibility. The costs of investigation, removal or remediation of such substances may be substantial, and the presence of hazardous or toxic substances, or the failure to properly remediate such substances when present, may adversely affect Asset’s ability to sell or rent such property or to borrow money using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic wastes may also be liable for the costs of the investigation, removal and remediation of such wastes at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. In addition to clean-up actions brought by federal, state and local agencies, the presence of hazardous substances on a property could result in common law claims by third-party plaintiffs. GODAH through its indirect ownership in various real estate properties may be potentially liable for any such environmental liabilities. Further, new environmental problems may be created by actions of tenants, management or mere trespassers who dump hazardous wastes.
Delays in Assets ability to purchase properties or make other real estate investments may result in a lower rate of return to you.
Assets may be substantially delayed in making investments due to delays in: • equity raising, • obtaining debt financing, • negotiating or obtaining the necessary purchase documentation, • locating suitable investments, or • other factors. Delays in Asset’s investments could impact our ability to generate cash flow for distributions.
A prolonged national or world-wide economic slowdown, a recession, a decline in the value of our investments or volatile capital market conditions could adversely affect GODAH’s results of operations and our ability to pay distributions to you.
If prolonged disruptions in the capital and credit markets were to occur, they could adversely affect our ability to obtain loans, credit facilities, debt financing and other financing, or, when available, to obtain such financing on reasonable terms, which could negatively impact our ability to implement our investment strategy. Geopolitical instability, including actual and potential shifts in U.S. foreign trade, economic and other policies, the rising trade tensions between the U.S. and China, military conflict, including the Russia/Ukraine conflict and the ongoing conflict in the Middle East, disruption caused by the impact of the Coronavirus or other pandemics, changing regulation, reduced alternatives or additional failures of significant financial institutions have increased economic uncertainty at a global level and our access to liquidity could be significantly impacted. Disruptions caused by these factors that occur in a single country are increasingly having a negative impact on a regional and global markets. For example, the current ongoing conflicts between Russia and Ukraine and in the Middle East could adversely affect neighboring economies. While we have no direct real estate exposure, and do not expect any in the near future, to the countries involved in the conflicts, the effects of these military conflicts could result in adverse impacts to the Company. Specifically, the conflicts have created and may continue to result in market volatility, could adversely affect GODAH’s business, financial condition or results of operations. For example, in response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of these restrictive actions, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on GODAH’s business, financial condition, cash flows and results of operations. The disruption caused by these conflicts, and any future regional conflicts, could result in increased volatility in financial markets and economies throughout the globe. Prolonged disruptions could result in us taking measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs could be arranged. Such measures could include deferring investments or eliminating distributions we make to you. We believe the risks associated with our business are more severe during periods of economic downturn if these periods are accompanied by declining values in real estate. For example, a prolonged economic downturn could negatively impact our property investments as a result of increased customer delinquencies and/or defaults under our leases, generally lower demand for rentable space, potential oversupply of rentable space leading to increased concessions, and/or customer improvement expenditures, or reduced rental rates to maintain occupancies. Our operations could be negatively affected to a greater extent if an economic downturn occurs, is prolonged or becomes more severe, which could significantly harm our revenues, results of operations, financial condition, liquidity, business prospects and our ability to make distributions to you and may result in a decrease in the value of your investment.
Terrorist attacks and other acts of violence, civilian unrest or war may affect the markets in which GODAH operates, GODAH’s business and GODAH’s profitability.
Terrorist attacks and other acts of violence, civilian unrest or war may negatively affect our operations and your investment in our Units. Assets may acquire real estate investments located in or that relate to real estate located in areas that are susceptible to attack. In addition, any kind of terrorist activity or violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses) could have a negative effect on our business. These events may directly impact the value of our assets through damage, destruction, loss or increased security costs. We may not be able to obtain insurance against the risk of terrorism because it may not be available or may not be available on terms that are economically feasible. Further, even if we do obtain terrorism insurance, we may not be able to obtain sufficient coverage to fund any losses we may incur. Risks associated with potential acts of terrorism in the areas in which we acquire properties or other real estate investments could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases have begun to insist that specific coverage against terrorism be purchased by commercial owners as a condition for providing loans. The consequences of any armed conflict are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business or your investment. More generally, any terrorist attack, other act of violence or war, including armed conflicts, could result in increased volatility in or damage to, the United States and worldwide financial markets and economy. They also could result in a continuation of the current economic uncertainty in the United States or abroad. GODAH’s revenues will be dependent upon the payment of rent and the return of our other investments which may be particularly vulnerable to uncertainty in the local economy. Increased economic volatility could adversely affect our tenants’ ability to pay rent or the return on our other investments or our ability to borrow money or issue capital stock at acceptable prices and have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment.
Assets depends on tenants or patrons for its revenue, and therefore its revenue will be dependent on the success and economic viability of its tenants or patrons. Asset’s reliance on single or significant tenants in certain buildings may decrease our ability to lease vacated space.
GODAH expects that rental income and/or operations from real property will, directly or indirectly, constitute a significant portion of its income. Delays in Asset’s ability to collect accounts receivable from tenants or fees from patrons could adversely affect our cash flows and financial condition. In addition, the inability of a single major tenant or a number of smaller tenants to meet their rental obligations to Assets would adversely affect GODAH’s income. Therefore, our financial success will be indirectly dependent on the success of the businesses operated by the tenants in Asset’s properties or in the properties securing loans Assets may own.
Due to the risks involved in the ownership of real estate investments and real estate acquisitions, a return on your investment in us is not guaranteed, and you may lose some or all of your investment.
By owning Class B Units in the Company, you will be indirectly investing in real estate. As such, you will be subjected to significant risks associated with owning and operating real estate investments. The performance of your investment in us will be subject to such risks, including: • changes in the general economic climate; • changes in local conditions such as an oversupply of space or reduction in demand for real estate; • changes in interest rates and the availability of financing; • changes in market rental rates; • changes in property level operating expenses due to inflation or otherwise; • changes in laws and governmental regulations, including those governing real estate usage, zoning and taxes; and • changes due to factors that are generally outside of our control, such as terrorist attacks and international instability, natural disasters and acts of God, over-building, adverse national, state or local changes in applicable tax, environmental or zoning laws and a taking of any of the properties which we own or in which we otherwise have interests by eminent domain. In addition, we expect for Assets to acquire properties in the future, which may subject us to additional risks associated with real estate property acquisitions, including the risks that: • the investments will fail to perform in accordance with our expectations because of conditions or liabilities we did not know about at the time of acquisition; and • our projections or estimates with respect to the performance of the investments, the costs of operating or improving the properties or the effect of the economy or capital markets on the investments will prove inaccurate. Any of these factors could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment.
Uninsured losses relating to real property may adversely impact the value of GODAH’s portfolio.
GODAH will attempt to ensure that all of Asset’s properties are adequately insured to cover casualty losses. However, there are types of losses, generally catastrophic in nature, which are uninsurable, are not economically insurable or are only insurable subject to limitations. Examples of such catastrophic events include acts of war or terrorism, earthquakes, floods, hurricanes and pollution or environmental matters. Assets may not have adequate coverage in the event it or its buildings suffer casualty losses. If Assets does not have adequate insurance coverage, the value of its assets will be reduced as the result of, and to the extent of, any such uninsured losses. Additionally, we or any of our subsidiaries may not have access to capital resources to repair or reconstruct any uninsured damage to a property.
The hospitality or leisure industry is seasonal.
The hospitality or leisure industry is seasonal in nature. As a result of the seasonality of the hospitality or leisure industry, there will likely be quarterly fluctuations in results of operations of any hospitality or leisure properties that Assets may own. Quarterly financial results may be adversely affected by factors outside our control.
The hospitality or leisure market is highly competitive and generally subject to greater volatility than other market segments.
The hospitality or leisure business is highly competitive and influenced by factors such as location, room rates, quality, service levels, reputation and reservation systems, among many other factors. There are many competitors in this market, and these competitors may have substantially greater marketing and financial resources than those available to Assets. This competition, along with other factors, such as over-building in the hospitality or leisure industry and certain deterrents to traveling, may increase the number of rooms available and may decrease the average occupancy and room rates of our hospitality or leisure properties. This volatility in room demand and occupancy rates could have a material adverse effect on our financial condition, results of operations and ability to pay distributions to you.
Forward-Looking Statements.
In conjunction with an investor’s proposed investment, the Company is providing such prospective investor with forward-looking statements which are based upon estimates, assumptions, plans and intentions that may be incorrect or imprecise, and actual results could differ materially from those contemplated by the forward-looking statements. The Company’s activities will depend upon many factors beyond the control of the Company and the managers, including the general economic conditions currently prevailing in the U.S. and any other nations in which the Company or its subsidiaries operate. Any such forward-looking statements contained herein are subject to a number of significant risks and uncertainties and should not be relied upon as predictions of future events. As a result of the foregoing, no assurances can be or are given as to future results of the investments or the financial condition of the Company. The Company has not engaged any independent third party to verify the accuracy of any statement in the investment materials provided to potential investors. As a result, prospective investors will be unable to rely on any independent third party to provide assurances with respect to the statements contained in the investment materials provided to potential investors (including the exhibits hereto) regarding the Company’s business, assets or prospects.
No History of Profits.
GODAH has generated modest revenue but have not operated profitably yet. The Company’s future results will depend, in part, on its ability to successfully implement its business plan and related strategies. An investment into the Company should be evaluated in light of the risks, expenses and difficulties frequently encountered by new businesses. Although the Principals have experience in the real estate, banking and finance industries in general, there is no guarantee that past experience will have any effect on the GODAH’s future profits and cash flows. The experience of these persons may not provide an advantage with respect to the operations of GODAH, and no assurance can be given that GODAH will achieve results that approximate the results of those past experiences or that GODAH will be successful.
No Assurance of Profits.
While the Company intends to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that positive returns will be achieved. In addition, there can be no assurance as to when or whether GODAH will have excess cash flow from operations of Labs, Assets, or Asset Managers to distribute to its members. Distributions from GODAH will be the only anticipated source of liquidity to the members of the Company. Prior to making any distributions to its members, GODAH must pay all of its expenses. In addition, the managers of GODAH have the discretion to allocate any portion of the gross revenues of GODAH to working capital reserves and debt reduction.
Delays in Launching the Platform
It is anticipated that the platform will be fully deployed by the second-half of 2025 but any delay in the business plan caused by business delays or unforeseen events could have a negative impact on the ability of GODAH and its subsidiaries to generate revenues.
Changes to U.S. Treasury Bonds.
Any unforeseen significant change to the U.S. Treasury bonds that will act as the safety-net to ensure the put options of the Company’s members will adversely impact the ability of the Company to adequately redeem all members who desire to exercise their own put option. This could significantly impact the ability of members to divest from the Company at their desired time.
Cybersecurity Risks.
Our operations depend on the continued and secure functioning of our information technology systems. We are subject to various cybersecurity risks, including unauthorized access, data breaches, malware, ransomware, and other cyber-attacks. These incidents could result in the loss, theft, or unauthorized disclosure of sensitive information, including personal data of our customers and employees, proprietary information, and financial data. Despite our efforts to implement robust security measures, our systems may still be vulnerable to attacks. Cybersecurity incidents could disrupt our operations, lead to financial losses, damage our reputation, and result in legal and regulatory penalties. Additionally, as cyber threats continue to evolve, we may incur significant costs to enhance our security measures or to address security vulnerabilities. We cannot guarantee that our efforts will prevent all cybersecurity incidents. Any material breach of our cybersecurity measures could have a material adverse effect on our business, financial condition, and results of operations.
Failure to comply with Internet regulations in the United States or abroad could have a material adverse effect on our business, financial condition, and results of operations..
Our business operations rely heavily on the Internet for communication, data exchange, and service delivery. The regulatory environment governing the Internet is complex and evolving both in the United States and internationally. Changes in laws and regulations, or the introduction of new laws and regulations, could significantly impact our operations. In the United States, we are subject to federal, state, and local regulations that govern various aspects of our Internet-based activities, including data privacy, cybersecurity, and content management. Compliance with these regulations can be costly and may require us to modify our operations, policies, and procedures. Internationally, we face additional regulatory challenges as different countries have their own sets of Internet regulations. These regulations can vary widely and may include data localization requirements, restrictions on data transfer, and stringent data protection laws. Non-compliance with these regulations could result in significant fines, penalties, and reputational damage. Furthermore, any changes in the regulatory landscape, such as the repeal or modification of existing laws, the introduction of new regulations, or changes in the interpretation or enforcement of existing laws, could increase our compliance costs and adversely affect our business operations. We may also be required to invest significant resources to adapt our systems and processes to comply with new regulatory requirements.
Absence of Securities Registration.
The Units have not been registered under applicable federal or state securities laws and will be issued in reliance on exemptions from the registration requirements of such laws. Therefore, no state or federal agency has reviewed or passed upon either the adequacy of the disclosures contained in the investment materials provided to potential investors or the fairness of the terms of this investment opportunity. Moreover, the exemptions relied upon in offering the Units are dependent in significant respects upon the accuracy of the representations of the members in the Operating Agreement. If any such representations by any member prove to be untrue, the registration exemptions relied upon might not be available, and substantial potential liability to the Company under applicable securities laws for rescission or damages could result.
Restrictions on Transfer and Lack of Marketability.
The Units may not be sold, assigned, pledged or otherwise transferred except under specified conditions, including the requirement that the Units be registered under the Securities Act of 1933 and all applicable state securities laws, unless an exemption is available. Transfers by non-U.S. persons are further subject to compliance with the resale requirements of Regulation D under the Securities Act. The Units are subject to certain transfer restrictions under the terms of the Operating Agreement. Neither the Company nor its managers have an obligation or the intention to repurchase any of the Units from the members. No market currently exists for the Units, and it is highly unlikely that a market will exist in the future. Because of the restricted nature of the securities offered hereby, the Units may not be readily accepted as collateral for a loan. Consequently, the Units are suitable only for long-term investment by prospective investors with no need for liquidity. In addition, a prospective member should expect to bear the economic risk of such investment for an indefinite period of time and realize that he may be unable to dispose of a Unit even if an emergency arises with respect to his, her or its own financial position.
Economic events that may cause our members to request that we redeem their Units may materially adversely affect our cash flow and our results of operations and financial condition.
Economic events affecting the U.S. economy or the economies in any nation in which the Company or its subsidiaries operate, including, without limitation, economic uncertainty and disruption created by global events, such as the general negative performance of the real estate sector, could cause our members to seek to exercise their put option to us at a time when such events are adversely affecting the performance of our assets. Even if we decide to satisfy all resulting put option requests, our cash flow could be materially adversely affected. In addition, if we determine to sell assets to satisfy put option requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including, without limitation, breadth of our portfolio by property type and location, could be materially adversely affected.
Management Solely by Managers
Except for certain matters specifically set forth in the Operating Agreement, the members of the Company will have no authority to make decisions or to exercise business discretion on behalf of the Company. The authority for all such decisions is delegated to the managers of the Company. A prospective investor should not purchase Units unless he is willing to entrust management of the Company and of GODAH to their respective managers. A prospective investor may conduct any due diligence it feels necessary on the managers of the Company and GODAH and other key principals and individuals who own, comprise or are affiliated with the managers. The Company makes no representations or warranties as to the background or competency of the managers and other key principals and individuals who own, comprise or are affiliated with the managers. Because the Company is relying on key principals to identify, structure and execute suitable investments, to manage the Company’s investments and to obtain realization of the Company’s investments at appropriate returns to its members, the abilities, business expertise and judgment of the managers and key principals are likely to be integral to the ultimate success of the Company. The inability of the managers and other key principals to perform their duties could have a negative impact on the Company’s performance, and the poor performance or loss of such key principals could have a material adverse effect on the Company. There can be no assurance that any loss can be avoided.
No Independent Representation of Investors.
Legal counsel and others have not separately represented the interests of investors in connection with the formation of the Company. Accordingly, the terms of the Operating Agreements may not have been structured in the most favorable manner to investors and may not include protections for investors that might have been included if the investors were separately represented. The attorneys, accountants and other professionals who perform services for the managers and the Company may represent them or their affiliates in other matters, do not and will not represent investors’ interests and disclaim any fiduciary, professional or attorney-client relationship with investors. A prospective investor should obtain his, her, or its own tax and legal advice regarding an investment in the Company.
Taxation.
The Company may take positions with respect to certain tax issues which depend on legal conclusions not yet resolved by the courts. Should any such positions be successfully challenged by the U.S. Internal Revenue Service (the “Service”) or any other applicable taxing authority, a member might be found to have a different tax liability for a taxable year than that reported on that member’s U.S. federal income tax return for such taxable year.
Risk of Tax Audit.
An audit of the Company may result in an audit of the returns of some or all of the members, which examination could result in adjustments to the tax consequences initially reported by the Company and affect items not related to a member’s investment in the Company. If such adjustments result in an increase in a member’s U.S. federal income tax liability for any year, such member may also be liable for interest and penalties with respect to the amount of underpayment. A tax audit may result in the Company owing additional tax which may then be allocated as an expense and/or adjustment to the member’s Capital Account.
Uncertainty and Complexity of Tax Treatment.
The tax aspects of an investment in a tax partnership are complicated and complex and, in many cases, uncertain. Statutory provisions and administrative regulations have been interpreted inconsistently by the courts. Additionally, some statutory provisions remain to be interpreted by administrative regulations. members will thus be subject to the risk caused by the uncertainty of the tax consequences with respect to an investment in the Company. Each prospective investor should have the tax aspects of an investment in the Company reviewed by professional advisors familiar with such investor’s personal tax situation and with the tax laws and regulations applicable to the investor and private investment vehicles.
Risk of Adverse Determination.
There can be no assurance that the conclusions set forth in this Memorandum will not be challenged successfully by the Service, or significantly modified by new legislation, changes in the Service’s positions or court decisions. The Company has not applied for, nor does it expect to apply for, any advance rulings from the Service with respect to any of the U.S. federal income tax consequences described in this Memorandum. No representation or warranty of any kind is made by the managers with respect to the U.S. federal income tax consequences relating to an investment in the Company.
Tax Considerations Taken into Account.
The managers of GODAH may take tax considerations into account in determining when the Company’s investments should be sold or otherwise disposed of, and may assume certain market risk and incur certain expenses in this regard to achieve favorable tax treatment of a transaction.
Tax Liabilities Without Distributions.
If the Company has taxable income in a fiscal year, each member generally will be taxed on that income in accordance with its distributive share of the Company’s profits, whether or not such profits have been distributed. A member may incur tax liability with respect to activities of the Company without receiving sufficient distributions from the Company to defray such tax liabilities. In order to satisfy its tax liability in such a case, a member would need sufficient funds from sources other than the Company.
Loss on Dissolution and Termination.
In the event of a dissolution and termination of the Company, the proceeds realized from the liquidation of assets, if any, will be distributed to the members only after the satisfaction of all claims of creditors of the Company. Accordingly, the ability of a member to recover all or any portion of his, her, or its investment under such circumstances will depend upon the amount of funds realized and the preferential claims to be satisfied. In addition, dissolution and termination of the Company could result in material adverse tax consequences. Each prospective investor is urged to consult with his, her, or its own legal and tax advisors concerning an investment in the Company and the effects of termination of the Company.
Delayed Schedules K-1.
The Company will provide Schedules K-1 as soon as practical after receipt of all of the necessary information. However, the Company may be unable to provide final Schedules K- 1 to members for any given tax year until significantly after April 15 of the following year. The managers will endeavor to provide members with estimates of the taxable income or loss allocated to their investment in the Company on or before such date, but final Schedules K-1 may not be available until completion of the Company’s annual audit. members should be prepared to obtain extensions of the filing date for their income tax returns at the U.S. federal, state and local levels.
Tax Changes.
Members will be subject to the risk that changes to the tax law may adversely affect the U.S. federal income tax consequences of their investment in the Company. Changes in existing tax laws or regulations and their interpretation may be enacted after the date of this Memorandum, possibly with retroactive effect, and could alter the income tax consequences of an investment in the Company. Certain provisions of the Code may be further amended or interpreted in a manner adverse to the Company, in which event any benefits derived from an investment in the Company may be adversely affected. In addition, significant legislative and budgetary proposals affecting tax laws have been made by the legislative and executive branches of the U.S. federal government. The likelihood of enactment of any such proposals, or any similar proposals, into law is uncertain. The enactment of any such proposals, including subsequent proposals, into law could have material adverse effects on the Company and/or the members. Enactment of such legislation, or similar legislation, could require significant restructuring of the Company in order to mitigate such effects. Specifically, on December 22, 2017, President Trump signed into law Public Law no. 115-97, otherwise known as the Tax Cuts and Jobs Act (the “TCJA”). The TCJA makes sweeping changes to the Code, most of which became effective at the beginning of 2018. The interpretation of many of the TCJA changes remains uncertain, and there are currently limited published interpretations of the TCJA by the Regulations or otherwise. In view of the foregoing considerations, an investment in Units is suitable only for investors who are capable of bearing the relevant investment risks.
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