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): March 4, 2022
HAPPYNEST REIT, INC.
(Exact name of issuer as specified in its charter)
| Maryland | | 82-4479116 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
132 East 43rd Street, Suite 441
New York, New York 10017
(Full mailing address of principal executive offices)
(718) 384-0678
(Issuer’s telephone number, including area code)
Title of each class of securities issued pursuant to Regulation A: Common Stock, par value $0.0001 per share.
Item 9. Other Events
Asset Update
Investment in CPI Berlin I, LLC
On December 28, 2021, HappyNest REIT, Inc. (the “Company”) made an investment in CPI Berlin I, LLC (the “Borrower”) in the form of a loan in the principal amount of Two Hundred and Fifty Thousand Dollars ($250,000) (the “Loan”). The Loan was evidenced by an unsecured promissory note (the “Note”) issued by the Borrower to the Company in the aggregate principal amount of Two Hundred and Fifty Thousand Dollars ($250,000).
On March 1, 2022, the Borrower repaid the Loan in full. The loan bore an interest rate equal to 6% per annum, compounded monthly. All interest has been paid in full over the term of the loan, and the investment yielded an annualized rate of return of approximately 6.0%.
Safe Harbor Statement
This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the most recently qualified Offering Statement on Form 1-A filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and offering circular supplements filed with the SEC, which are accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
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.
| | HAPPYNEST REIT, INC. |
| | | | |
| | By: | /s/ Jesse Prince |
| | | Name: | Jesse Prince |
| | | Title: | Chief Executive Officer, Chief Financial
Officer, President, Treasurer and Secretary |
| | | | (Principal Executive Officer, Principal Financing
Officer and Principal Accounting Officer) |
Date: March 4, 2022
