EXPLANATORY NOTE

 

EXPLANATORY NOTE

 

▇▇▇▇▇ App 2 LLC has prepared this Pre-Qualification Amendment No. 1 to its Form 1-A filed on September 17, 2021 solely for the purpose of filing Exhibit 99.1 pursuant to Rule 252(d). 

 

PART III—EXHIBITS

 

Index to Exhibits

 

Exhibit No.		Exhibit Description
2.1		Certificate of Formation of ▇▇▇▇▇ App 2 LLC*
2.2		Limited Liability Company Operating Agreement of ▇▇▇▇▇ App 2 LLC*
2.3		Certificate of Registered Series of a Limited Liability Company for ▇▇▇▇▇ App 2 LLC - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Mountain GA LLC*
2.4		Certificate of Registered Series of a Limited Liability Company for ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ LLC*
2.5		Certificate of Registered Series of a Limited Liability Company for ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ LLC*
2.6		Certificate of Registered Series of a Limited Liability Company for ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ LLC*
2.7		Certificate of Registered Series of a Limited Liability Company for ▇▇▇▇▇ App 2 LLC - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ LLC*
2.8		Certificate of Registered Series of a Limited Liability Company for ▇▇▇▇▇ App 2 LLC - ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ LLC*
2.9		Certificate of Registered Series of a Limited Liability Company for ▇▇▇▇▇ App 2 LLC -303 Kellys Walk Locust Grove GA LLC*
2.10		Certificate of Registered Series of a Limited Liability Company for ▇▇▇▇▇ App 2 LLC - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ McDonough GA LLC*
3.1		Series Operating Agreement of ▇▇▇▇▇ App 2 LLC – ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Mountain GA LLC*
3.2		Series Operating Agreement of ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Stockbridge GA LLC*
3.3		Series Operating Agreement of ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Stockbridge GA LLC*
3.4		Series Operating Agreement of ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ LLC*
3.5		Series Operating Agreement of ▇▇▇▇▇ App 2 LLC - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ LLC*
3.6		Series Operating Agreement of ▇▇▇▇▇ App 2 LLC - ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Covington GA LLC*
3.7		Series Operating Agreement of ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Locust Grove GA LLC*
3.8		Series Operating Agreement of ▇▇▇▇▇ App 2 LLC - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ McDonough GA LLC*

 

 

4.1		Form of Subscription Agreement*
6.1		Form of Management Agreement*
6.2		Broker Dealer Services Agreement, dated July 20, 2021, by and between Dalmore Group, LLC and ▇▇▇▇▇ App 2 LLC*
6.3		▇▇▇▇▇ Mobile App License Agreement, dated July 29, 2021, by and between ▇▇▇▇▇ Holdings, Inc., ▇▇▇▇▇ App 2 LLC, and each of the Series listed thereto*
6.4		Promissory Note, by and between ▇▇▇▇▇ Holdings, Inc. and ▇▇▇▇▇ App 2 LLC - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Mountain GA LLC, dated July 28, 2021*
6.5		Promissory Note, by and between ▇▇▇▇▇ Holdings, Inc. and ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Stockbridge GA LLC, dated July 28, 2021*
6.6		Promissory Note, by and between ▇▇▇▇▇ Holdings, Inc. and ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Stockbridge GA LLC, dated July 28, 2021*
6.7		Promissory Note, by and between ▇▇▇▇▇ Holdings, Inc. and ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Stockbridge GA LLC, dated July 28, 2021*
6.8		Promissory Note, by and between ▇▇▇▇▇ Holdings, Inc. and ▇▇▇▇▇ App 2 LLC - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ LLC, dated July 28, 2021*
6.9		Promissory Note, by and between ▇▇▇▇▇ Holdings, Inc. and ▇▇▇▇▇ App 2 LLC - ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Covington GA LLC, dated July 28, 2021*
6.10		Promissory Note, by and between ▇▇▇▇▇ Holdings, Inc. and ▇▇▇▇▇ App 2 LLC - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Locust Grove GA LLC, dated September 7, 2021*
6.11		Promissory Note, by and between ▇▇▇▇▇ Holdings, Inc. and ▇▇▇▇▇ App 2 LLC - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ LLC, dated September 7, 2021*
6.12		Lease Agreement for ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇*
6.13		Lease Agreement for ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇*
6.14		Lease Agreement for ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇*
6.15		Lease Agreement for ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇*
6.16		Lease Agreement for ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇*
6.17		Lease Agreement for ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇*
6.18		Lease Agreement for ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇*
6.19		Lease Agreement for ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇*
6.20		PPEX ATS Company Agreement, by and among North Capital Private Securities Corporation, ▇▇▇▇▇ App 2 LLC and each of the Series set forth therein*
11.1		Consent of ▇▇▇▇▇▇ LLP*
11.2		Consent of ▇▇▇▇▇▇▇ Procter LLP (included in Exhibit 12.1)*
12.1		Opinion of ▇▇▇▇▇▇▇ Procter LLP*
99.1		Correspondence by or on behalf of the issuer previously submitted pursuant to Rule 252(d)**

 

*	Previously filed
**	Filed herewith

  

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, ▇▇▇▇▇ App 2 LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 20, 2021.

 

	▇▇▇▇▇ APP 2 LLC
	Signed by ▇▇▇▇▇ Holdings, Inc., as Manager of ▇▇▇▇▇ APP 2 LLC
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇▇▇▇▇
		Title:	Chairman, Chief Executive Officer and President

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇		Chairman, Chief Executive Officer and		September 20, 2021
▇▇▇▇▇▇ ▇▇▇▇▇		President of ▇▇▇▇▇ Holdings, Inc. (Principal Executive Officer)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇		Head of Finance of ▇▇▇▇▇ Holdings, Inc.		September 20, 2021
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇		(Principal Financial Officer and Principal Accounting Officer)
▇▇▇▇▇ HOLDINGS, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇		Manager		September 20, 2021
▇▇▇▇▇▇ ▇▇▇▇▇
Chief Executive Officer and President