The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete. |
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
|
| OMB APPROVAL |
| OMB Number: |
3235-0076 |
| Estimated average burden |
| hours per response: |
4.00 |
|
|
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001830932 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| Shopoff DLV QOZ Fund, LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| CALIFORNIA |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2020 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| Shopoff DLV QOZ Fund, LLC |
| Street Address 1 |
Street Address 2 |
| 2 PARK PLAZA, SUITE 770 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| IRVINE |
CALIFORNIA |
92614 |
9494174463 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| Mark |
Schultz |
| Street Address 1 |
Street Address 2 |
| 18565 Jamboree Road, Suite 200 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92612 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Chief Financial Officer
| Last Name |
First Name |
Middle Name |
| Shopoff |
William |
| Street Address 1 |
Street Address 2 |
| 18565 Jamboree Road, Suite 200 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92612 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Chief Executive Officer
4. Industry Group
| |
Agriculture |
|
Banking & Financial Services |
|
| |
Commercial Banking |
| |
Insurance |
| |
Investing |
| |
Investment Banking |
| |
Pooled Investment Fund |
|
|
|
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940? |
|
|
| |
Other Banking & Financial Services |
|
| |
Business Services |
|
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
|
|
|
|
|
|
|
|
|
| |
Manufacturing |
|
Real Estate |
|
|
|
|
|
|
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|
Retailing |
|
Restaurants |
|
Technology |
|
|
|
|
|
|
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Travel |
|
|
|
|
|
| |
Tourism & Travel Services |
|
|
|
|
Other |
|
5. Issuer Size
| Revenue Range |
OR |
Aggregate Net Asset Value Range |
| |
No Revenues |
|
No Aggregate Net Asset Value |
| |
$1 - $1,000,000 |
|
$1 - $5,000,000 |
| |
$1,000,001 - $5,000,000 |
|
$5,000,001 - $25,000,000 |
| |
$5,000,001 - $25,000,000 |
|
$25,000,001 - $50,000,000 |
| |
$25,000,001 - $100,000,000 |
|
$50,000,001 - $100,000,000 |
| X |
Over $100,000,000 |
|
Over $100,000,000 |
| |
Decline to Disclose |
|
Decline to Disclose |
| |
Not Applicable |
|
Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
|
| |
Rule 504(b)(1) (not (i), (ii) or (iii)) |
|
| |
Rule 504 (b)(1)(i) |
|
| |
Rule 504 (b)(1)(ii) |
|
| |
Rule 504 (b)(1)(iii) |
|
| |
Rule 506(b) |
|
| X |
Rule 506(c) |
|
| |
Securities Act Section 4(a)(5) |
|
| |
Investment Company Act Section 3(c) |
|
| |
Section 3(c)(1) |
|
Section 3(c)(9) |
|
| |
Section 3(c)(2) |
|
Section 3(c)(10) |
|
| |
Section 3(c)(3) |
|
Section 3(c)(11) |
|
| |
Section 3(c)(4) |
|
Section 3(c)(12) |
|
| |
Section 3(c)(5) |
|
Section 3(c)(13) |
|
| |
Section 3(c)(6) |
|
Section 3(c)(14) |
|
|
|
7. Type of Filing
| |
New Notice |
|
Date of First Sale |
|
X |
First Sale Yet to Occur |
| X |
Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than one year? |
|
|
9. Type(s) of Securities Offered (select all that apply)
| X |
Equity |
|
Pooled Investment Fund Interests |
| |
Debt |
|
Tenant-in-Common Securities |
| |
Option, Warrant or Other Right to Acquire Another Security |
|
Mineral Property Securities |
| |
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
|
Other (describe) |
|
|
10. Business Combination Transaction
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
|
|
Clarification of Response (if Necessary):
11. Minimum Investment
| Minimum investment accepted from any outside investor |
$250,000
|
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
|
None |
|
| Shopoff Securities Inc. |
142866 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Shopoff Securities Inc. |
142866 |
| Street Address 1 |
Street Address 2 |
| 2 Park Plaza, Suite 770 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Irvine |
CALIFORNIA |
92614 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| BOUSTEAD SECURITIES, LLC |
141391 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| BOUSTEAD SECURITIES, LLC |
141391 |
| Street Address 1 |
Street Address 2 |
| 6 Venture |
STE 395 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Irvine |
CALIFORNIA |
92618 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| PUERTO RICO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Innovation Partners LLC |
146344 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Innovation Partners LLC |
146344 |
| Street Address 1 |
Street Address 2 |
| 5950 Fairview Rd., Ste. 140 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Charlotte |
NORTH CAROLINA |
28210 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| IBN Financial Services, Inc. |
42360 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| IBN Financial Services, Inc. |
42360 |
| Street Address 1 |
Street Address 2 |
| 404 Old Liverpool Rd. |
| City |
State/Province/Country |
ZIP/Postal Code |
| Liverpool |
NEW YORK |
13088 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Oak Tree Securities, Inc. |
18126 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Oak Tree Securities, Inc. |
18126 |
| Street Address 1 |
Street Address 2 |
| 4049 First St., Ste. 129 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Livermore |
CALIFORNIA |
94551 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| MICHIGAN |
| MISSOURI |
| NEVADA |
| NEW JERSEY |
| NEW MEXICO |
| OREGON |
| TENNESSEE |
| TEXAS |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Infinity Financial Services |
144302 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Infinity Financial Services |
144302 |
| Street Address 1 |
Street Address 2 |
| 212 9th Street, Ste. 202 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Oakland |
CALIFORNIA |
94607 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Kalos Capital, Inc. |
44337 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Kalos Capital, Inc. |
44337 |
| Street Address 1 |
Street Address 2 |
| 11525 Park Woods Circle |
| City |
State/Province/Country |
ZIP/Postal Code |
| Alpharetta |
GEORGIA |
30005 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| IFP SECURITIES, LLC |
297287 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| IFP SECURITIES, LLC |
297287 |
| Street Address 1 |
Street Address 2 |
| 3030 NORTH ROCKY POINT DRIVE WEST, |
SUITE 700 |
| City |
State/Province/Country |
ZIP/Postal Code |
| TAMPA |
FLORIDA |
33607 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Patrick Capital Markets |
16518 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Patrick Capital Markets |
16518 |
| Street Address 1 |
Street Address 2 |
| 11152 South Towne Square |
| City |
State/Province/Country |
ZIP/Postal Code |
| St. Louis |
MISSOURI |
63123 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Saxony Securities, Inc. |
115547 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Saxony Securities, Inc. |
115547 |
| Street Address 1 |
Street Address 2 |
| 11152 South Towne Square |
| City |
State/Province/Country |
ZIP/Postal Code |
| 11152 South Towne Square |
MISSOURI |
63123 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Ni Advisors |
134502 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Ni Advisors |
134502 |
| Street Address 1 |
Street Address 2 |
| 1138 Cadillac Ct. |
| City |
State/Province/Country |
ZIP/Postal Code |
| Milpitas |
CALIFORNIA |
95035 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| KANSAS |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MISSOURI |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| World Equity Group, Inc. |
29087 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| World Equity Group, Inc. |
29087 |
| Street Address 1 |
Street Address 2 |
| 1650 N. Arlington Heights Rd., Ste. 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Arlington Heights |
ILLINOIS |
60004 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| International Assets Advisory, LLC |
10645 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| International Assets Advisory, LLC |
10645 |
| Street Address 1 |
Street Address 2 |
| 390 N Orange Ave, Suite 750 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Orlando |
FLORIDA |
32801 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| MHL INVESTMENTS |
2535 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| MHL INVESTMENTS |
2535 |
| Street Address 1 |
Street Address 2 |
| EVERSPIRE PLAZA |
6900 S. 900 E., SUITE 200 |
| City |
State/Province/Country |
ZIP/Postal Code |
| MIDVALE |
UTAH |
84047 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALASKA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| LOUISIANA |
| MARYLAND |
| MICHIGAN |
| MISSOURI |
| MONTANA |
| NEVADA |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| THIRD SEVEN CAPITAL LLC |
160209 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| THIRD SEVEN CAPITAL LLC |
160209 |
| Street Address 1 |
Street Address 2 |
| 1345 AVENUE OF THE AMERICAS |
33RD FLOOR |
| City |
State/Province/Country |
ZIP/Postal Code |
| NEW YORK |
NEW YORK |
10105 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Nobles & Richards, Inc. |
146870 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Nobles & Richards, Inc. |
146870 |
| Street Address 1 |
Street Address 2 |
| 801 E. Plano Pkwy., Ste. 220 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Plano |
TEXAS |
75074 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Arkadios Capital |
282710 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Arkadios Capital |
282710 |
| Street Address 1 |
Street Address 2 |
| 309 East Paces Rd., Ste. 1000 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Atlanta |
GEORGIA |
30305 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| PUERTO RICO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| ShareNett Securities LLC |
151011 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| ShareNett Securities LLC |
151011 |
| Street Address 1 |
Street Address 2 |
| 12 E. 49th Street, 11th Floor |
| City |
State/Province/Country |
ZIP/Postal Code |
| New York |
NEW YORK |
10017 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| LifeMark Securities Corp. |
16204 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| LifeMark Securities Corp. |
16204 |
| Street Address 1 |
Street Address 2 |
| 400 West Metro Park |
| City |
State/Province/Country |
ZIP/Postal Code |
| Rochester |
NEW YORK |
14623 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
13. Offering and Sales Amounts
| Total Offering Amount |
$186,000,000
|
USD |
|
| Total Amount Sold |
$0
|
USD |
| Total Remaining to be Sold |
$186,000,000
|
USD |
|
Clarification of Response (if Necessary):
14. Investors
|
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. |
|
|
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
|
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
| Sales Commissions |
$13,659,479
|
USD |
|
| Finders' Fees |
$0
|
USD |
|
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
| In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of
securities described and undertaking to furnish them, upon written request, in the accordance with applicable
law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator
or other legally designated officer of the State in which the issuer maintains its principal
place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice,
process or pleading, and further agreeing that such service may be made by registered or
certified mail, in any Federal or state action, administrative proceeding, or arbitration
brought against the issuer in any place subject to the jurisdiction of the United States, if the
action, proceeding or arbitration (a) arises out of any activity in connection with the
offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii)
the laws of the State in which the issuer maintains its principal place of business or any State
in which this notice is filed.
- Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
|
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
| Issuer |
Signature |
Name of Signer |
Title |
Date |
| Shopoff DLV QOZ Fund, LLC |
Mark Schultz |
Mark Schultz |
Chief Financial Officer |
2022-10-14 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets
Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to
require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes
of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot
routinely require offering materials under this undertaking or otherwise and can require offering materials only to the
extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.