PART II AND III 2 redoakvii_1aa.htm FORM 1-A/A redoakvii_1aa.htm

 

EXPLANATORY NOTE

 

This amendment (“Amendment No. 2”) to the offering statement on Form 1-A filed by Red Oak Capital Fund VII, LLC on May 13, 2024 (the “Offering Statement”) as amended by the offering statement filed on Form 1-A/A on July 5, 2024 (“Amendment No. 1”), is filed solely for the purpose of filing Exhibit 12 and removing Exhibit 3(c) as Series Ra Bonds are no longer being offered.  Accordingly, this Amendment No. 2 to the Offering Statement consists only of Part I, this Explanatory Note, and Part III, containing the Exhibit Index and signature page.  The Offering Circular contained in Part II of Amendment No. 1 to the Offering Statement is unchanged by this Amendment No. 2 and has therefore been omitted.

 

 

 

 

 
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PART III - EXHIBITS

 

EXHIBIT INDEX

 

Exhibit Number

 

Exhibit Description

 

 

 

(1)(a)

 

Managing Broker-Dealer Agreement by and between Crescent Securities Group, Inc. and Red Oak Capital Fund VII, LLC*

 

 

 

(2)(a)

 

Certificate of Formation of Red Oak Capital Fund VII, LLC*

 

 

 

(2)(b)

 

Limited Liability Company Agreement of Red Oak Capital Fund VII, LLC*

 

 

 

(3)(a)

 

Form of Indenture*

 

 

 

(3)(b)

 

Form of A Bond*

 

 

 

(4)

 

Subscription Agreement*

 

 

 

(11)(a)

 

Consent of CohnReznick LLP*

 

 

 

(11)(b)

 

Consent of Womble Bond Dickinson (US) LLP**

 

 

 

(12)

 

Opinion of Womble Bond Dickinson (US) LLP

_____________

* Previously filed.

**Included with the legal opinion provided pursuant to item (12).

 

 
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SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer 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 Charlotte in the State of North Carolina on July 23, 2024.

 

 

Red Oak Capital Fund VII, LLC,

 

 

a Delaware limited liability company

 

 

 

 

 

 

By:

Red Oak Capital GP, LLC,

 

 

 

a Delaware limited liability company

 

 

Its:

Sole Member

 

 

 

 

 

 

By:

Red Oak Capital Holdings, LLC,

 

 

 

a Delaware limited liability company

 

 

Its:

Sole Member

 

 

 

 

 

 

By:

Red Oak Holdings Management, LLC,

 

 

 

a Delaware limited liability company

 

 

Its:

Manager

 

 

 

 

 

 

By:

/s/ Gary Bechtel

 

 

Name:

Gary Bechtel

 

 

Its:

Manager

 

 

 

 

 

 

By:

/s/ Kevin Kennedy

 

 

Name:

Kevin Kennedy

 

 

Its:

Manager

 

 

 

 

 

 

By:

/s/ Raymond Davis

 

 

Name:

Raymond Davis

 

 

Its:

Manager

 

 

 

 

 

 

Date:

July 23, 2024

 

 

Pursuant to the requirements of Regulation A, this report has been signed by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

 

By:

/s/ Gary Bechtel

 

Name:

Gary Bechtel

 

Its:

Chief Executive Officer of the Sole Member of the Manager

 

 

 

 

By:

/s/ Tom McGovern

 

Name:

Tom McGovern

 

Its:

Chief Financial Officer of the Sole Member of the Manager

 

 

 
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