UCASU outlines Regulation A offering eligibility

The issuer with symbol UCASU is using a Regulation A Form 1-A/A offering statement under the Securities Act of 1933 for a potential securities offering.

Accepted by SEC EDGAR 07/15/2026 - 06:06 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

The issuer with symbol UCASU is using a Regulation A Form 1-A/A offering statement under the Securities Act of 1933 for a potential securities offering. It represents that it meets Regulation A issuer eligibility tests, including having its principal place of business in the United States or Canada and not being an Exchange Act reporting or investment company. The issuer also discloses that it has issued no unregistered securities within the past year.

Key Terms

Regulation A, Rule 262, Rule 257, Section 12(j), +1 more

5 terms

Regulation A regulatory

"FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933"

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

Rule 262 regulatory

"1-A: Item 3. Application of Rule 262"

Rule 257 regulatory

"pursuant to Rule 257 during the two years immediately before"

Section 12(j) regulatory

"subject to any order of the Commission entered pursuant to Section 12(j)"

asset-backed securities regulatory

"Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB"

A type of investment created by pooling many similar cash‑flowing assets — like mortgages, car loans, or credit card receivables — and selling slices of that bundle to investors who then receive the payments those assets generate. Think of it as a fruit basket where buyers earn the fruit sales: investors get steady income but also take on the risk that the underlying loans stop performing or are paid off early. Investors care because these securities can provide predictable yield, portfolio diversification, and varying levels of credit and liquidity risk depending on the quality of the underlying assets.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities offering is UCASU pursuing with its Form 1-A/A?

UCASU is using a Regulation A Form 1-A/A offering statement under the Securities Act of 1933 to support a potential securities offering to investors, following the structured requirements for issuer information, financial statements, offering terms and jurisdictions.

What issuer eligibility criteria does UCASU state it meets in this Regulation A process?

UCASU indicates it meets several Regulation A issuer eligibility criteria: principal place of business in the United States or Canada, not subject to Exchange Act sections 13 or 15(d), not an investment company, not a blank-check or development-stage merger vehicle, and not issuing asset-backed securities.

Has UCASU issued any unregistered securities within the past year?

The issuer reports no unregistered securities were issued or sold within one year, as shown in the “Unregistered Securities Issued or Sold Within One Year” section marked “None,” indicating there were no such exempt offerings or sales during that period.

Is UCASU an Exchange Act reporting company for this Regulation A offering?

UCASU states that it is not subject to section 13 or 15(d) of the Securities Exchange Act of 1934. This means it is not currently an Exchange Act reporting company, which is a prerequisite for using Regulation A’s exemption framework in this context.

Where is UCASU’s principal place of business for Regulation A eligibility purposes?

UCASU represents that its principal place of business is in the United States or Canada, satisfying a core Regulation A eligibility requirement that the issuer’s main operations be based within these jurisdictions for this type of exempt public offering.

What historical reporting obligations under Rule 257 does UCASU reference?

The issuer notes it has filed with the Commission all reports it was required to file, if any, under Rule 257 during the two years immediately before submission of the offering statement, or for any shorter period during which such reports were required.

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Form 1-A Issuer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933	OMB APPROVAL
FORM 1-A		OMB Number: 3235-0286 Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK	0001723517
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-12612
Is this a LIVE or TEST Filing?	LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name

Phone

E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter	UC Asset LP
Jurisdiction of Incorporation / Organization	DELAWARE
Year of Incorporation	2016
CIK	0001723517
Primary Standard Industrial Classification Code	REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
I.R.S. Employer Identification Number	30-0912782
Total number of full-time employees	1
Total number of part-time employees	3

Contact Infomation

Address of Principal Executive Offices

Address 1	537 Peachtree Street NE
Address 2
City	Atlanta
State/Country	GEORGIA
Mailing Zip/ Postal Code	30308
Phone	470-475-1035

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name	Larry Xianghong Wu
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Banking Insurance Other

Balance Sheet Information

Cash and Cash Equivalents	$ 41765.00
Investment Securities	$ 2249755.00
Total Investments	$
Accounts and Notes Receivable	$ 1133221.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 4079479.00
Property and Equipment	$
Total Assets	$ 7504220.00
Accounts Payable and Accrued Liabilities	$ 200000.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 818000.00
Total Liabilities	$ 1018000.00
Total Stockholders' Equity	$ 6486220.00
Total Liabilities and Equity	$ 7504220.00

Statement of Comprehensive Income Information

Total Revenues	$ 225163.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 516394.00
Total Interest Expenses	$
Depreciation and Amortization	$ 48365.00
Net Income	$ 339596.00
Earnings Per Share - Basic	$ -0.06
Earnings Per Share - Diluted	$ -0.06

Name of Auditor (if any) Robert L. Adams

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity	Common Units
Common Equity Units Outstanding	5485025
Common Equity CUSIP (if any):	90266X107
Common Equity Units Name of Trading Center or Quotation Medium (if any)	OTCQB

Preferred Equity

Preferred Equity Name of Class (if any)	Series B Preferred Units
Preferred Equity Units Outstanding	1333334
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	-

Debt Securities

Debt Securities Name of Class (if any)	-
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):	000000000
Debt Securities Name of Trading Center or Quotation Medium (if any)	-

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited	Unaudited Audited

Types of Securities Offered in this Offering Statement (select all that apply)

Other(describe)

Provide a description Preferred Units representing limited partner interests

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	Yes No
Does the issuer intend this offering to last more than one year?	Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	Yes No
Will the issuer be conducting a best efforts offering?	Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	Yes No
Number of securities offered	5000000
Number of securities of that class outstanding	0

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security	$ 1.0000
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 5000000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 5000000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider	N/A	Underwriters - Fees	$ 25000.00
Sales Commissions - Name of Service Provider	N/A	Sales Commissions - Fee	$ 50000.00
Finders' Fees - Name of Service Provider	None	Finders' Fees - Fees	$ 0.00
Accounting or Audit - Name of Service Provider	Robert L. Adams	Accounting or Audit - Fees	$ 20000.00
Legal - Name of Service Provider	Jones & Haley, P.C.	Legal - Fees	$ 50000.00
Promoters - Name of Service Provider	N/A	Promoters - Fees	$ 100000.00
Blue Sky Compliance - Name of Service Provider	N/A	Blue Sky Compliance - Fees	$ 5000.00
CRD Number of any broker or dealer listed:

Estimated net proceeds to the issuer	$ 4750000.00
Clarification of responses (if necessary)

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE 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 DISTRICT OF COLUMBIA PUERTO RICO

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None
Same as the jurisdictions in which the issuer intends to offer the securities
Selected States and Jurisdictions	ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE 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 DISTRICT OF COLUMBIA PUERTO RICO

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption