UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1−SA

☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A

or

☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

For the fiscal Semiannual period ended June 30, 2024

THIS SEMI–ANNUAL REPORT MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED HEREIN, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

FACTORS THAT COULD CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE THOSE CONTAINED IN THE SECTION OF THE COMPANY'S LATEST OFFERING CIRCULAR (THE “OFFERING CIRCULAR”) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ENTITLED “Risk Factors”, which section is incorporated herein by reference.

Item 1. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report. The series-level combined supplemental information is presented for purposes of additional analysis of the combined financial statements rather than to present the financial position, results of operations and cash flows of the individual series. 

Delay in Filing Annual Audited Financials on Form 1-K and Delay in Filing Form 1- POS.

Dismissal of Independent Accounting Firm

On February 15, 2024, Marcum LLP ("Marcum") was dismissed and on February 22, 2024 Morison Cogen ("Morison") was engaged as principal accountants. The decision to change accountants was approved by the Board of Directors of the Company. However, this has resulted in an unforeseen delay in the filing of the required annual audited financial statements and Post-Qualification Offering Statement Amendment for the financial year ending in December 31, 2024. The Company is actively working to address the matter and ensure compliance with all applicable regulatory requirements soon.

Overview

Landa App LLC (the “Company,” “we”, “us,” or “our”) is a Delaware series limited liability company. The Company was formed on November 25, 2019 as “Landa Properties A LLC”, a Delaware limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act. The Company was subsequently renamed “Landa App LLC” on April 30, 2020, and became a series limited liability company pursuant to Sections 18-215 and 18-218 of the Delaware Limited Liability Company Act on May 22, 2020. The Company was formed for the purpose of creating one or more series (a “Series”) and offering membership interests (“Shares”) in such Series and may form new Series from time to time. Each Series will be governed by the Master Agreement and the Series Designation or Series Operating Agreement for such Series.

The purpose of the Series is to acquire, hold and manage residential rental properties, including a single-family homes and duplexes (each a “Property”) and offer a unique investment opportunity for eligible investors to benefit from the performance of such Properties. The Series' primary investment objective is to acquire desirable Properties that provide attractive, risk adjusted, returns. We intend to acquire Properties located in “metropolitan statistical areas” that provide economic growth and strong rental demand. Our objective is to manage each of the Properties in an effort to maximize net rental income and the amount of cash flow that is distributed to the holders of the Shares of the applicable Series. To that end, we will target Properties that we believe are in a stable condition as we determine through due diligence during the acquisition process. We will seek to acquire Properties that we believe will provide monthly net income distributions to investors, without holding periods, and without charging asset management fees. Real estate acquisitions will be on an opportunistic basis. However, there is no assurance that our management or acquisition objectives will be realized. We expect that the Company's, and each Series', sole source of income will be from rental income and any profits on the appreciation of any Property, if there is a disposition of the Property.

Each Series acquired or will acquire its underlying Property from Landa Properties, LLC (“Landa Properties”), which were financed initially through promissory notes issued to Landa Holdings, Inc. (the “Manager”). Shares of each Series are offered and sold through the Landa mobile application which is available on iOS and Android devices (the “Landa Mobile App”) and the Landa website (www.landa.app) (collectively, the “Landa Platform”). See the Offering Circular under the headings “Description of the Properties and Series” and “Use of Proceeds”, which can be found here and here, respectively, and are incorporated herein by reference, for a description of each of the Properties and information about their acquisition and financing.

We are a development-stage company, as we are devoting substantially all our efforts to establishing and maintaining our business and planned principal operations. As such, the reported financial information herein will likely not be indicative of future operating results or operating conditions. Because of our corporate structure, we are in large part reliant on the Manager and its employees to grow and support our business. There are a number of key factors that will have large potential impacts on our operating results going forward, including, but not limited to, the Manager’s ability to:

Offering Results

As of June 30, 2024, the Company is offering up to total of $75,000,000 in the shares of its Series during the rolling twelve-month period under Regulation A (the “Offering”), which represent limited liability company interests in the Series of the Company (“Shares”), pursuant to its most recent Offering Circular. The Offering is being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may occur sporadically over the term of the Offering. As of June 30, 2024, we have raised total gross offering proceeds of approximately $4,189,825 from settled subscriptions. The Company does not currently intend to list the Shares for trading on a stock exchange or other trading market.

Distributions

To qualify as a REIT, and maintain our qualification as a REIT, we will be required to make aggregate annual distributions to our shareholders of at least 90% of our REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain), and to avoid federal income and excise taxes on retained taxable income and gains we must distribute 100% of such income and gains annually. Our Manager may authorize distributions in excess of those required for us to maintain REIT status and/or avoid such taxes on retained taxable income and gains depending on our financial condition and such other factors as our Manager deems relevant. Provided we have sufficient available cash flow, we intend to authorize and declare distributions based on daily record dates and pay distributions on a monthly or other periodic basis. We have not established a minimum distribution level.

The Series declared distributions for the six months period end June 30, 2024

Series with Qualified Shares as of June 30, 2024

Shares in two hundred and twenty six (226) Series were qualified under Regulation A (“Regulation A”) of Section 3(6) of the Securities Act of 1933, as amended, as of June 30, 2023.

Fifty (50) properties, underlying their respective Series which qualified, were in the process of securing financing and transferring title to the respective series. However, the Manager determined that the said Series will be unable to secure mortgage financing to facilitate the title transfer and removed the said Series LLCs from the offering on June 3, 2024, the details of which can be found in the 1-U duly filed with the SEC here. For more information about each Series, please see the “Master Series Table” under “Series Offerings” of our Offering Circular, which can be found here and is incorporated herein by reference and the section entitled “Recent Developments” of this Semiannual Report.

(1) Before any securities were issued, the Company withdrew the following Series:Landa Series 115 Sardis Street Landa Series 209 Timber Wolf Trail, Landa Series 2505 Oak Circle, Landa Series 271 Timber Wolf Trail andLanda Series 29 Holly Grove Road

(2) The offering is currently paused due to delay in filing 1-A POS and 1-K with the SEC See Item No.1 “Management's Discussion and Analysis” for more information. The shares of these Series are not being actively marketed.

(3)The secondary trading is currently paused due to a delay in filing 1-A POS and 1-K with the SEC. See Item no.1 “Management's Discussion and Analysis”for more information

(4)All 10,000 Shares of this Series have been subscribed for and the Company is in the process of closing on the Series' offering with the investors.

This Semiannual Report only includes reporting on the financial condition and results of operations as of June 30, 2024 for the one hundred and thirty nine (139) Series listed below. The remaining thirty five (35) Series have not yet commenced operations as of June 30, 2024 since title of each respective Property related to each Series had not yet transferred title from Landa Properties. As a result, such Series have been omitted from this report.

The Company, through each Series, commenced operations on July 10, 2020 (Inception).

Recent Developments

The tables below provide information with respect to recent developments of the Series including dividend payments, lease renewals, vacancies and defaults following the date of the Company’s most recent Offering Circular, which can be found here. These recent developments are incorporated by reference to their respective hyperlinked Form 1-U filed by the Company and incorporated herein by reference.

Title Acquisition

From the period September 29, 2023 to January 2, 2025 the following Series have acquired title to their respective Properties from Landa Properties LLC and have thus commenced operations:

On October 27, 2023, Landa Properties LLC (“Landa Properties”) transferred title (the “Transfer”) of the following properties (“Properties”) to the Series set forth in the table below. In connection with the Transfer, Landa Properties also assigned the applicable lease agreement for the Properties to the Series.

On November 17, 2023, Landa Properties LLC ("Landa Properties") transferred title (the "Transfer") of the following properties ("Properties") to the Series set forth in the table below. In connection with the Transfer, Landa Properties also assigned the applicable lease agreement for the Properties to the Series.

Mortgage

In connection with the title transfer of 168 Brookview Drive Riverdale GA,268 Brookview Drive Riverdale GA LLC , and 1445 Maple Valley Court Union City GA each of these series (each a “Series,” and collectively the “Series”) of Landa App LLC (the “Company”) issued an acquisition note to Landa Holdings Inc (the “Manager”). On June 26, 2024 and July 5, 2024 the Manager secured a lien for the benefit of L Financing LLC, as part of its amendment to the loan agreement.

Legal Proceedings

See Item 2. Other Information for information regarding defaults alleged by the lenders with respect to certain Series that are subject to Bridge Loans and agreements with the Manager that could result in foreclosure of the properties subject to such Bridge Loans and permanent replacement of the Manager by the lenders.

Market Outlook–Real Estate Finance Markets

While the ongoing impact of interest rate hike has created uncertainty about the overall stability of the economic and financial market, we remain encouraged by the fundamentals of the residential housing market and believe there will be an increased demand for residential rental properties, including single-family homes and duplexes. As we look ahead the next three years, we believe improving fundamentals, transactions, and residential real estate lending activities will continue to strengthen in core United States metro markets. We also expect high foreign direct investment in United States markets and real estate assets to continue. Further, the assistance provided by governmental support programs and commitments is expected to support U.S. capital markets over the immediate future.

If markets continue to strengthen, the competition for risk-adjusted yield will become increasingly fierce. We believe that innovative funding options and quicker closing timelines from the Manager allow for greater financing availability in a period of rising competition amongst capital providers.

However, risks related to inflation, interest rate hikes and regulatory uncertainty could adversely affect growth and the values of our investments. In the event market fundamentals deteriorate, our real estate portfolio may be impaired as a result of lower occupancy, lower rental rates, and/or declining values. Further, these circumstances may materially impact the cost and availability of credit to borrowers, hampering the ability of the Manager to acquire new investments with attractive risk-reward dynamics.

Over the short term, we remain cautiously optimistic about the opportunity to acquire investments offering attractive risk-adjusted returns in our targeted investment markets. However, we recognize disruptions in financial markets can occur at any time. By targeting modest leverage and short target investment durations, we believe we will remain well positioned, as compared to our competitors, in the event current market dynamics deteriorate.

The U.S. saw inflation rise to over nine percent (9%) in June 2022, the highest since 1981, before moderating to six and a half percent (6.5%) in December 2022, according to the U.S. Bureau of Labor Statistics. In response, the Federal Reserve implemented the largest interest rate increases since 1994, ending nearly four decades of declining, near-zero rates. These rate hikes drove mortgage rates to their highest levels in 14 years, which we believe contributed to a decline in home purchasing, particularly among millennials reliant on debt, and may have increased demand for rentals.

Results of Operations

The following table sets forth key components of our results of operations for the six months ended June 30, 2024 and 2023.

Revenues

Revenues are generated at the Series level. Each Series generates revenue through rental income earned from its underlying Property. Rental revenues consist of rental amounts collected under the lease agreements related to each Series' Property, net of any concessions and uncollectible amounts. Each Series enters into a lease agreement with its tenants. We expect each lease agreement to have a term of one year, and in certain cases may extend to a month-to-month lease, and we expect to enter into new lease agreements with one-year terms as well.

The Series generated rental revenues for the six months ended June 30, 2024 and June 30, 2023, of $1,086,116 and $457,852, respectively. The following table summarizes the rental income by Series: 

Operating Expenses

The Operating Expenses incurred by each Series prior to such Series acquiring title to its underlying Property from Landa Properties are paid by the Manager. For more information about the Operating Expenses of the Series and the Properties, please see “Description of our Business – Operating Expenses” of our Offering Circular, which can be found here and is incorporated herein by reference.

Each Series is responsible for its own Operating Expenses after acquiring title to its underlying Property. If the Operating Expenses exceed the amount of revenues generated from a Series and cannot be covered by any Reserves of such Series, the Manager may (a) pay such Operating Expenses and seek reimbursement and/or (b) loan the amount of the Operating Expenses to the applicable Series and be entitled to reimbursement of such amount from future revenues generated by such Series. In the case that the Manager provides a loan to a Series, the Series will be obligated to pay interest on that loan at a rate to be determined solely by the Manager, but which will be no greater than 7%.

For the six months ended June 30, 2024 and June 30, 2023, the Series in the aggregate incurred $2,859,903 and $922,902, respectively, in Operating Expenses (on a total combined basis). The increase in expenses is primarily due to the addition of new Series.

The following table summarizes the Operating Expenses by category:

The following table summarizes the Operating Expenses for each Series: