UCASU / UC Asset, LP - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

Test the Water Materials published on UcAsset.com as of the filing date

Exhibit 13.1 Test the Water Materials published on UcAsset.com as of the filing date Will Soon Offer Preferred Shares with 8% Dividend (Click to learn more...) UC Asset has filed to SEC for a secondary public offering under Reg A+, planning to offer preferred shares with an 8% maximum dividend: n Certificate of Preferred Shares (https://www.sec.gov/Archives/edgar/data/1723517/000121390025040910/ea

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

UC ASSET LP SUBSCRIPTION AGREEMENT For Series C Preferred Units of UC Asset LP, A DELAWARE LIMITED PARTNERSHIP

Exhibit 3.5a NAME OF SUBSCRIBER: UC ASSET LP SUBSCRIPTION AGREEMENT For Series C Preferred Units of UC Asset LP, A DELAWARE LIMITED PARTNERSHIP This Subscription Agreement (this “Agreement” or this “Subscription”) is made and entered into as of the date on which the undersigned (the “Undersigned” or the “Subscriber”) puts their signature on this Agreement, either physically or electronically, whic

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

SPECIAL LENDING AGREEMENT WITH SECURITY COLLATERAL

Exhibit 6.4 SPECIAL LENDING AGREEMENT WITH SECURITY COLLATERAL This Special Lending Agreement with Security Collateral (the “Agreement”) is made by and between UC Asset LP (the “Company” or “Lender”), a Delaware limited partnership, and Xianghong Wu aka Larry Wu (“General Partner” or “Borrower”), who is also the general partner of the Company, on the date of January 20, 2025 (the “Effective Date”)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement on Form 1-A of our report dated April 25, 2025 relating to the financial statements of UC Asset LP for fiscal year 2023 and 2024. /s/ Robert Adams Detroit, Michigan May 01, 2025

JONES & HALEY, P.C. Attorneys At Law 750 hammond drive suite 100, building 12 Atlanta, Georgia 30328

Exhibit 12.1 JONES & HALEY, P.C. Attorneys At Law 750 hammond drive suite 100, building 12 Atlanta, Georgia 30328 Richard W. Jones www.corplaw.net Telephone 770-804-0500 Email: [email protected] Facsimile 770-804-8004 May 7, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C.20549 Re: UC Asset, LP – Form 1-A Ladies and Gentlemen: We have

RUFUS ROSE HOUSE JOINT VENTURE AGREEMENT

Exhibit 5.1 RUFUS ROSE HOUSE JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (this “Agreement”) is made and comes into effective on December 10, 2024 (“Effective Date”), by and between Atlanta Landsight, LLC, (“LANDSIGHT”), a Georgia limited liability company, and Vaycaychella Inc, (“VAYK”) , a Wyoming corporation which is a public company quoted on the OTC market under the ticker of VAYK. WH

CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED UNITS OF UC ASSET, LP ________ Shares Date: March 16, 2025

Exhibit 3.4 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED UNITS OF UC ASSET, LP Shares Date: March 16, 2025 UC Asset, LP (the “Company”), a limited partnership organized and existing under and by virtue of the provisions of Delaware law (the “Delaware Law”), DOES HEREBY CERTIFY: Pursuant to the authority granted to the General Partner in Section 4.01(a) of the limited partnership of the Company

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

CERTIFICATE OF DESIGNATION OF 8% SERIES C ACCUMULATIVE & CONVERTIBLE PREFERRED UNITS OF UC ASSET, LP 10,000,000 Units Date: May 01, 2025

Exhibit 3.5 CERTIFICATE OF DESIGNATION OF 8% SERIES C ACCUMULATIVE & CONVERTIBLE PREFERRED UNITS OF UC ASSET, LP 10,000,000 Units Date: May 01, 2025 The undersigned, representing all the members of UCF Asset LLC(the “General Partner”), the sole general partner of UC Asset LP (the “Company” or the “Partnership”), which is a limited partnership organized and existing under and by virtue of the provi

lEASE aGREEMENT BETWEEN FIRE RANCH llc AND AZO PROPERTIES llc

Exhibit 6.3 lEASE aGREEMENT BETWEEN FIRE RANCH llc AND AZO PROPERTIES llc Oklahoma Commercial Lease Agreement This Commercial Lease Agreement (This “Agreement”) is made this date April 1, 2025, by and between AZO Properties LLC, and/or its assigns an entity located at 7408 Apple Valley, Edmond OK 73034 (“Landlord”) and Fire Ranch LLC, an entity to be located at 7408 Apple Valley, Edmond OK 73034 (

UC ASSET LP SUBSCRIPTION AGREEMENT For Series C Preferred Units of UC Asset LP, A DELAWARE LIMITED PARTNERSHIP

Exhibit 3.5a NAME OF SUBSCRIBER: UC ASSET LP SUBSCRIPTION AGREEMENT For Series C Preferred Units of UC Asset LP, A DELAWARE LIMITED PARTNERSHIP This Subscription Agreement (this “Agreement” or this “Subscription”) is made and entered into as of the date on which the undersigned (the “Undersigned” or the “Subscriber”) puts their signature on this Agreement, either physically or electronically, whic

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains forward-looking statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2024 UC Asset, LP (Exact name of issuer as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2024 UC Asset, LP (Exact name of issuer as specified in its charter) Delaware 30-0912782 State of other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 537 Peachtree Street NE, Atlanta GA 303

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains forward-looking statements.

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains forward-looking statements.

CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED UNITS OF UC ASSET, LP

Exhibit 3.4 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED UNITS OF UC ASSET, LP 500,000 Shares Date: May 01, 2023 UC Asset, LP (the “Company”), a limited partnership organized and existing under and by virtue of the provisions of Delaware law (the “Delaware Law”), DOES HEREBY CERTIFY: Pursuant to the authority granted to the General Partner in Section 4.01(a) of the limited partnership of the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2023 UC Asset, LP (Exact name of issuer as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2023 UC Asset, LP (Exact name of issuer as specified in its charter) Delaware 30-0912782 State of other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 537 Peachtree Street NE, Atlanta GA 303

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains forward-looking statements.

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made as of April 25, 2023, by and between UCF Asset LLC, a Georgia Limited Liability Company (the “Company”), whose principal place of business is at 537 Peachtree St NE, Atlanta, GA 30308; and Jason Armstrong(“Employee”). WHEREAS, the Company is set up for the sole purpose of serving as the general partner (the “GP”) of UC Asset LP, a De

LIMITED PARTNERSHIP AGREEMENT SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT UC Asset LP

Exhibit 3.2 LIMITED PARTNERSHIP AGREEMENT SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF UC Asset LP This Seventh Amended and Restated Limited Partnership Agreement (the “Agreement”) is made and entered into as of the 31st day of March, 2023 (the “Effective Daet”) by and among UCF Asset LLC, a Georgia limited liability company, as the general partner (the “General Partner”), togethe

Series A Preferred Unit Cancellation Agreement

Exhibit 3.3a SERIES A PREFERRED UNIT CANCELLATION AGREEMENT Re: 166,667 shares of Series A Preferred Unit (?Preferred Units?) of UC Asset LP, a Delaware limited partnership (the ?Company?), held by SMEA2Z LLC, a Wyoming limited liability company (the ?Holder?) In consideration of the premises, the mutual covenants and conditions contained herein, between the Company and the Holder, and for other g

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2022 UC Asset, LP (Exact name of issuer as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2022 UC Asset, LP (Exact name of issuer as specified in its charter) Delaware 30-0912782 State of other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 537 Peachtree Street NE, Atlanta GA 303

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains forward-looking statements.

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UC Asset Limited Partnership 537 Peachtree Street NE Atlanta, GA 30308, USA May 13, 2022 To: William Demarest or Robert Telewicz Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission Washington, D.

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains forward-looking statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 024-1082 UC ASSET LP (Exact name of registrant as specified in its charter)

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2022 UC ASSET, LP (Exact name of registrant as specified in its charter) Delaware 024-10802 30-0912782 (State or other jurisdiction of incorporation) (Commission File Number

31.1b: Section 302 Certification by Majority Member of General Partner

Exhibit 31.1b CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Larry Xianghong Wu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of UC Asset LP(the “Partnership”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

31.2b: Section 906 Certification by Majority Member of General Partner

Exhibit 31.2b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of UC Asset LP, a limited partnership (the “Partnership”) on Form 10-Q for the period ending September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry Xianghong Wu, Maj

31.2a: Section 906 Certification by Managing General Partner

Exhibit 31.2a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of UC Asset LP, a limited partnership (the ?Partnership?) on Form 10-Q for the period ending September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Gregory Charles Banksto

31.1a: Section 302 Certification by Managing General Partner

Exhibit 31.1a CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Gregory Charles Bankston, certify that: 1. I have reviewed this quarterly report on Form 10-Q of UC Asset LP(the ?Partnership?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 UC ASSET LP (Exact Name of Registrant as Specified in its charter) Delaware 024-10802 30-0912782 (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea150659-nt10qucasset.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER: 90266X 07 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-

31.1b: Section 302 Certification by Majority Member of General Partner

Exhibit 31.1b CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Larry Xianghong Wu, certify that: 1. I have reviewed this annual report on Form 10-K/a No.2 of UC Asset LP(the ?Partnership?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the ci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto UC ASSET LP (Exact Name of Registrant as S

31.2a: Section 906 Certification by Managing General Partner

Exhibit 31.2a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UC Asset LP, a limited partnership (the “Partnership”) on Form 10-K/a No.2 for the period ending December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory Charles Bank

31.2b: Section 906 Certification by Majority Member of General Partner

Exhibit 31.2b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UC Asset LP, a limited partnership (the ?Partnership?) on Form 10-K/a No.2 for the period ending December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Larry Xianghong Wu,

31.1a: Section 302 Certification by Managing General Partner

Exhibit 31.1a CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Gregory Charles Bankston, certify that: 1. I have reviewed this annual report on Form 10-K/a No.2 of UC Asset LP(the “Partnership”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of

Item 303b Our 10-K (a) Objective. The objective of the discussion and analysis is to provide material information relevant to an assessment of the financial condition and results of operations of the registrant…. We believe we have provided material

UC Asset Limited Partnership 2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA October 29, 2021 To: William Demarest or Robert Telewicz Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission Washington, D.C. 20549 Re: UC Asset LP Amendment No.5 to Registration Statement on Form 10-12G Filed September 16, 2021 Form 10-K for Fiscal Y

Schedule B: Detailed Analysis on UC Asset’s Subsidiaries Status Under ASC Topic 946-15

UC Asset Limited Partnership 2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA September 15, 2021 To: William Demarest or Robert Telewicz Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission Washington, D.C. 20549 Re: UC Asset LP Amendment No.4 to Registration Statement on Form 10-12G Filed April 29, 2021 File No. 000-56203 Dear

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 AMENDMENT NO 5 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 UC ASSET LP (Exact Name of Registrant as Speci

10-12G/A 1 ea147516-1012ga5ucasset.htm AMENDMENT NO. 5 TO FORM 10-12G U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 AMENDMENT NO 5 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 UC ASSET LP (Exact Name of Registrant as Specified in its charter) Delaware 024-10802 30-0912782 (State or other jurisdiction

31.2b: Section 906 Certification by Majority Member of General Partner

Exhibit 31.2b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of UC Asset LP, a limited partnership (the ?Partnership?) on Form 10-Q for the period ending March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Larry Xianghong Wu, Majorit

31.2b: Section 906 Certification by Majority Member of General Partner

Exhibit 31.2b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quaterly Report of UC Asset LP, a limited partnership (the “Partnership”) on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry Xianghong Wu, Majority

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 1

10-Q 1 f10q0321ucasset.htm QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 Commission file number: UC ASSET LP (Exact Name of Registrant as Speci

31.1a: Section 302 Certification by Managing General Partner

Exhibit 31.1a CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Gregory Charles Bankston, certify that: 1. I have reviewed this quarterly report on Form 10-Q of UC Asset LP(the ?Partnership?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 UC ASSET LP (Exact Name of Registrant as Specified in its charter) Delaware 024-10802 30-0912782 (State or other ju

31.1b: Section 302 Certification by Majority Member of General Partner

Exhibit 31.1b CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Larry Xianghong Wu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of UC Asset LP(the “Partnership”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

31.2a: Section 906 Certification by Managing General Partner

Exhibit 31.2a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of UC Asset LP, a limited partnership (the “Partnership”) on Form 10-Q for the period ending March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory Charles Bankston, M

31.1b: Section 302 Certification by Majority Member of General Partner

Exhibit 31.1b CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Larry Xianghong Wu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of UC Asset LP(the “Partnership”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

31.2a: Section 906 Certification by Managing General Partner

Exhibit 31.2a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of UC Asset LP, a limited partnership (the “Partnership”) on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory Charles Bankston, Ma

31.1a: Section 302 Certification by Managing General Partner

Exhibit 31.1a CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Gregory Charles Bankston, certify that: 1. I have reviewed this quarterly report on Form 10-Q of UC Asset LP(the ?Partnership?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

31.2b: Section 906 Certification by Majority Member of General Partner

Exhibit 31.2b CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UC Asset LP, a limited partnership (the “Partnership”) on Form 10-K for the period ending December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry Xianghong Wu, Majorit

31.2a: Section 906 Certification by Managing General Partner

Exhibit 31.2a CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UC Asset LP, a limited partnership (the “Partnership”) on Form 10-K for the period ending December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory Charles Bankston, M

31.1a: Section 302 Certification by Managing General Partner

Exhibit 31.1a CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Gregory Charles Bankston, certify that: 1. I have reviewed this annual report on Form 10-K of UC Asset LP(the “Partnership”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

31.1b: Section 302 Certification by Majority Member of General Partner

Exhibit 31.1b CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 I, Larry Xianghong Wu, certify that: 1. I have reviewed this annual report on Form 10-K of UC Asset LP(the “Partnership”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT

10-K/A 1 f10k2020a1ucasset.htm AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTI

10-K 1 f10k2020ucassetlp.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto UC ASSET LP (Exac

Changes in Registrant's Certifying Accountant

8-K 1 ea142747-8kucasset.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB PPROVAL OMB Number: 3235-0060 Expires: July 31,2021 Estimated average burden hours per response 9.21 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2021 UC Asset Limited Part

Changes in Registrant's Certifying Accountant

8-K 1 ea142093-8kucasset.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB PPROVAL OMB Number: 3235-0060 Expires: July 31,2021 Estimated average burden hours per response 9.21 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) : May 26, 2021 UC Asset Limited Par

Rights Assignment Agreement Between UC Asset and Hotal LLC

Exhibit 3.4 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made as of December 01, 2020, by and between: UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the ?Assignor?), AND Hotal LLC, a limited liability company incorporate in the State of Georgia, with principal office at 2299 Perimeter

Debt Assignment of $300,000

Exhibit 3.3.2 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made as of December 01, 2020 BETWEEN: UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the “Assignor”) AND: SHOC Holdings LLC, a limited liability company incorporate in the State of Georgia, with principal office at 2299 Perimet

- AMENDMENT NO. 4 TO FORM 10-12G

10-12G/A 1 ea140105-1012ga4ucasset.htm AMENDMENT NO. 4 TO FORM 10-12G U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 AMENDMENT NO 4 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 UC ASSET LP (Exact Name of Registrant as Specified in its charter) Delaware 024-10802 30-0912782 (State or other jurisdiction

Debt Assignment of $400,000

EX-3.3.1 2 ea140105ex3-3iucasset.htm DEBT ASSIGNMENT OF $400,000 Exhibit 3.3.1 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made as of December 01, 2020 BETWEEN: UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the “Assignor”) AND: SHOC Holdings LLC, a limited liability company incorpora

Schedule A: Detailed Analysis on UC Asset’s Status Under ASC Topic 946-15

UC Asset Limited Partnership 2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA April 29, 2021 To: William Demarest or Robert Telewicz Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission Washington, D.C. 20549 Re: UC Asset LP Amendment No.3 to Registration Statement on Form 10-12G Filed March 11, 2021 File No. 000-56203 Dear Mr.

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER CUSIP NUMBER 90266X 07 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2020 ☐ T

Rights Assignment Agreement Between UC Asset and Hotal LLC

Exhibit 3.4 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made as of December 01, 2020, by and between: UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the "Assignor"), AND Hotal LLC, a limited liability company incorporate in the State of Georgia, with principal office at 2299 Perimeter

Debt Assignment of $400,000

Exhibit 3.3.1 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made as of December 01, 2020 BETWEEN: UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the "Assignor") AND: SHOC Holdings LLC, a limited liability company incorporate in the State of Georgia, with principal office at 2299 Perimet

UC Asset Limited Partnership

UC Asset Limited Partnership 2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA March 11, 2021 Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission Washington, D.C. 20549 Re: UC Asset LP Amendment No.2 to Registration Statement on Form 10-12G Filed December 21, 2020 File No. 000-56203 Dear Sir/madam: UC Asset LP, a Delaware limite

Debt Assignment Agreement Between UC Asset and SHOC Holdings LLC

Exhibit 3.3.2 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made as of December 01, 2020 BETWEEN: UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the "Assignor") AND: SHOC Holdings LLC, a limited liability company incorporate in the State of Georgia, with principal office at 2299 Perimet

- AMENDMENT NO. 3 TO FORM 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 AMENDMENT NO 3 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 UC ASSET LP (Exact Name of Registrant as Specified in its charter) Delaware 024-10802 30-0912782 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employ

Schedule A: Detailed Analysis on UC Asset’s Status Under ASC Topic 946-15

UC Asset Limited Partnership 2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA December 28, 2020 Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission Washington, D.C. 20549 Re: UC Asset LP Amendment No.1 to Registration Statement on Form 10-12G Filed November 05, 2020 File No. 000-56203 Dear Sir/madam: UC Asset LP, a Delaware lim

- AMENDMENT NO. 2 TO FORM 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 AMENDMENT NO 2 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 UC ASSET LP (Exact Name of Registrant as Specified in its charter) Delaware 024-10802 30-0912782 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employ

Schedule A: Analysis on How Our Accounting Policy Complies with ASC 310-10-50

UC Asset Limited Partnership 2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA December 18, 2020 Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission Washington, D.C. 20549 Re: UC Asset LP Amendment No.1 to Registration Statement on Form 10-12G Filed November 05, 2020 File No. 000-56203 Dear Sir/madam: UC Asset LP, a Delaware lim

2

2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA November 04, 2020 Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission Washington, D.C. 20549 Re: UC Asset LP Registration Statement on Form 10-12G Filed September 18, 2020 File No. 000-56203 Dear Sir/madam: UC Asset LP, a Delaware limited partnership (the “Partnership”, “we”, “us

Limited Partnership Agreement Filed previously with our Form 10-12G/A on November 05, 2020

Exhibit 3.2 LIMITED PARTNERSHIP AGREEMENT SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF UC Asset LP This Sixth Amended and Restated Limited Partnership Agreement (the “Agreement”) is made and entered into as of the 1st day of September, 2020 (the “Effective Daet”) by and among UCF Asset LLC, a Georgia limited liability company, as the general partner (the “General Partner”), together

Construction Loan Promissory Note Filed previously with our Form 10-12G/A on November 05, 2020

Exhibit 4.1

Limited Partnership Agreement Filed previously with our Form 10-12G/A on November 05, 2020

10-12G/A 1 ea129365-1012ga1ucasset.htm AMENDMENT NO. 1 TO FORM 10-12G U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 AMENDMENT NO 1 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 UC ASSET LP (Exact Name of Registrant as Specified in its charter) Delaware 024-10802 30-0912782 (State or other jurisdiction

- SEMIANNUAL REPORT

1-SA 1 ea127699-1saucassetlp.htm SEMIANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2020 UC Asset, LP (Exact name of issuer as specified in its charter) Delaware 30-0912782 State of other jurisdiction of incorporation or organization (I.R.S. Employer Identifi

- GENERAL FORM FOR REGISTRATION OF SECURITIES

10-12G 1 ea126506-1012gucasset.htm GENERAL FORM FOR REGISTRATION OF SECURITIES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 UC ASSET LP (Exact Name of Registrant as Specified in its charter) Delaware 024-10802 30-0912782 (State or other jurisdiction of inc

Limited Partnership Agreement

EX-3.2 2 ea126506ex3-2ucasset.htm LIMITED PARTNERSHIP AGREEMENT Exhibit 3.2 LIMITED PARTNERSHIP AGREEMENT SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF UC Asset LP This Sixth Amended and Restated Limited Partnership Agreement (the “Agreement”) is made and entered into as of the 1st day of September, 2020 (the “Effective Daet”) by and among UCF Asset LLC, a Georgia limited liability c

Audit Committee Member Service Agreement Filed Previously with our Form 1-K on April 01, 2020

Exhibit 3.2 AUDIT COMMITTEE MEMBER SERVICE AGREEMENT This Audit Committee Member Service Agreement (hereinafter this ?Agreement?) is made, entered into, and effective as of July 01, 2019 (hereinafter the ?Effective Date?) BY AND BETWEEN: UC Asset LP, a Delaware limited partnership of which the primary office locates at 2299 Perimeter Park Drive, Suite 120, Atlanta, GA 30341 (hereinafter the ?Compa

Form 1K

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS We make statements in this annual report on Form 1-K (the “Annual Report”), that are forward-looking statements within the meaning of the federal securities laws.

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS We make statements in this annual report on Form 1-K (the “Annual Report”), that are forward-looking statements within the meaning of the federal securities laws.

ATLANTA MARKET UPDATE: WINTER 2019

Exhibit 12.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2019 UC Asset, LP (Exact name of issuer as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2019 UC Asset, LP (Exact name of issuer as specified in its charter) Delaware 30-0912782 State of other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 2299 Perimeter Park Drive, Suite 120, A

ATLANTA MARKET UPDATE: WINTER 2019

Exhibit 12.1

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART II INFORMATION TO BE INCLUDED IN REPORT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS We make statements in this annual report on Form 1-K (the “Annual Report”), that are forward-looking statements within the meaning of the federal securities laws.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2018 UC Asset, LP (Exact name of issuer as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2018 UC Asset, LP (Exact name of issuer as specified in its charter) Delaware 30-0912782 State of other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 2299 Perimeter Park Drive, Suite 120, A

UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP

Exhibit 4.1 NAME OF SUBSCRIBER UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP This Subscription Agreement (this ?Agreement? or this ?Subscription?) is made and entered into as of [ , ] by and between the Undersigned (the ?Subscriber?) and UC Asset LP, a Delaware limited partnership (?UC Asset LP? or the ?Issuer?) with refere

LIMITED PARTNERSHIP AGREEMENT FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT UC Asset LP

Exhibit 3.1 LIMITED PARTNERSHIP AGREEMENT FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF UC Asset LP This Fourth Amended and Restated Limited Partnership Agreement (the ?Agreement?) is made and entered into as of the 7th day of September, 2018 by and among UCF Asset LLC, a Georgia limited liability company, as the general partner (the ?General Partner?), and each of the Persons the n

EXPLANATORY NOTE

Post-Qualification Offering Circular Amendment No. 2 File No. 024-10802 EXPLANATORY NOTE This Post-Qualification Amendment No. 2 to Form 1-A (this ?Post-Qualification Amendment?) is being filed by UC Asset LP solely for the purpose of amending Exhibits 3.1 and 4.1. Accordingly, this Post-Qualification Amendment consists only of Part I, this Explanatory Note, Part III, the signature page, and the a

599 Lexington Avenue

599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.

UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP

Exhibit 4.1 NAME OF SUBSCRIBER UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP This Subscription Agreement (this ?Agreement? or this ?Subscription?) is made and entered into as of [ , ] by and between the Undersigned (the ?Subscriber?) and UC Asset LP, a Delaware limited partnership (?UC Asset LP? or the ?Issuer?) with refere

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Offering Statement on Form 1-A/A of our report dated May 4, 2018 relating to the financial statements of UC Asset LP for the year ended December 31, 2017 and the period from February 1, 2016 (“Inception”) to December 31, 2016. /s/ Daszkal Bolton LLP Fort Lauderdale, Florida August 22, 2018

ABU DHABI ♦ ATHENS ♦ BEIJING ♦ CENTURY CITY ♦ CHICAGO ♦ DUBAI ♦ FRANKFURT ♦ HONG KONG ♦ HOUSTON ♦ KAZAKHSTAN ♦ LONDON ♦ LOS ANGELES ♦ MIAMI ♦ MUNICH NEW YORK ♦ PARIS ♦ PHILADELPHIA ♦ PITTSBURGH ♦ PRINCETON ♦ RICHMOND ♦ SAN FRANCISCO ♦ SHANGHAI ♦ SILI

Exhibit 12.1 Reed Smith LLP 101 Second Street Suite 1800 San Francisco, CA 94105-3659 Tel +1 415 543 8700 Fax +1 415 391 8269 reedsmith.com August 27, 2018 UC Asset LP 2299 Perimeter Park Drive, Suite 120 Atlanta, Georgia 30341 Ladies and Gentlemen: We have acted as counsel to UC Asset LP, a Delaware limited partnership (the “Partnership”), in connection with the registration under the Securities

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR EXPLANATORY NOTE

Post-Qualification Offering Circular Amendment No. 1 File No. 024-10802 PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No. 1 (this “Offering Circular Amendment No. 1”) amends the offering circular of UC Asset LP qualified on June 14, 2018 (the “Offering Circular”), to update information contained in the Offering Circular. Th

OFFERING CIRCULAR Minimum Offering: 1,500,000 Units Maximum Offering: 3,000,000 Units UC ASSET LP Common Units $2.00 per unit

253G2 1 f253g2061418ucassetlp.htm OFFERING CIRCULAR SUPPLEMENT Filed Pursuant to Rule 253(g)(2) Offering Statement No. 024-10802 OFFERING CIRCULAR Minimum Offering: 1,500,000 Units Maximum Offering: 3,000,000 Units UC ASSET LP Common Units $2.00 per unit This is our initial public offering. We are offering a minimum of 1,500,000 and a maximum of 3,000,000 common units representing limited partner

UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP

Exhibit 4.1 NAME OF SUBSCRIBER UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP This Subscription Agreement (this ?Agreement? or this ?Subscription?) is made and entered into as of [ , ] by and between the Undersigned (the ?Subscriber?) and UC Asset LP, a Delaware limited partnership (?UC Asset LP? or the ?Issuer?) with refere

EXPLANATORY NOTE

EXPLANATORY NOTE This Amendment No. 6 to the Offering Statement on Form 1-A filed by UC Asset LP is being filed solely to amend Exhibit 4.1. Accordingly, this Amendment No. 6 consists only of Part I, this explanatory note, the signature page, the exhibit index, and the amended exhibit. The Preliminary Offering Circular is unchanged and has therefore been omitted. Part III – EXHIBITS Exhibit No. De

UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP

Exhibit 4.1 NAME OF SUBSCRIBER UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP This Subscription Agreement (this ?Agreement? or this ?Subscription?) is made and entered into as of [ , ] by and between the Undersigned (the ?Subscriber?) and UC Asset LP, a Delaware limited partnership (?UC Asset LP? or the ?Issuer?) with refere

EXPLANATORY NOTE

EXPLANATORY NOTE This Amendment No. 5 to the Offering Statement on Form 1-A filed by UC Asset LP is being filed solely to amend Exhibit 4.1. Accordingly, this Amendment No. 5 consists only of Part I, this explanatory note, the signature page, the exhibit index, and the amended exhibit. The Preliminary Offering Circular is unchanged and has therefore been omitted. Part III – EXHIBITS Exhibit No. De

June 12, 2018

June 12, 2018 Via Edgar Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: UC Asset LP Offering Statement on Form 1-A (024-10802) Qualification Request Pursuant to Rule 252(e) under the Securities Act of 1933, as amended, UC Asset LP hereby requests that the above-referenced offering statement be declared qualified by the Securities an

EXPLANATORY NOTE

EXPLANATORY NOTE This Amendment No. 4 to the Offering Statement on Form 1-A filed by UC Asset LP is being filed solely to amend Exhibit 4.1. Accordingly, this Amendment No. 4 consists only of Part I, this explanatory note, the signature page, the exhibit index, and the amended exhibit. The Preliminary Offering Circular is unchanged and has therefore been omitted. Part III – EXHIBITS Exhibit No. De

UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP

Exhibit 4.1 NAME OF SUBSCRIBER UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP This Subscription Agreement (this ?Agreement? or this ?Subscription?) is made and entered into as of [ , ] by and between the Undersigned (the ?Subscriber?) and UC Asset LP, a Delaware limited partnership (?UC Asset LP? or the ?Issuer?) with refere

EXPLANATORY NOTE

EXPLANATORY NOTE This Amendment No. 3 to the Offering Statement on Form 1-A filed by UC Asset LP is being filed solely to amend Exhibit 12.1. Accordingly, this Amendment No. 3 consists only of Part I, this explanatory note, the signature page, the exhibit index, and the amended exhibit. The Preliminary Offering Circular is unchanged and has therefore been omitted. Part III – EXHIBITS Exhibit No. D

LIMITED PARTNERSHIP AGREEMENT THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT UC Asset LP

Exhibit 3.1 LIMITED PARTNERSHIP AGREEMENT THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF UC Asset LP This Third Amended and Restated Limited Partnership Agreement (the ?Agreement?) is made and entered into as of the 2nd day of May, 2018 by and among UCF Asset LLC, a Georgia limited liability company, as the general partner (the ?General Partner?), and each of the Persons the names of

UC Asset Limited Partnership. Address: 2299 Perimeter Park Drive, Suite 120, Atlanta, GA 30341, USA; Website: www.ucasset.com

CORRESP 1 filename1.htm UC Asset Limited Partnership 2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA May 8, 2018 Tom Kluck, Legal Branch Chief Office of Real Estate and Commodities Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 3233 100 F Street, NE Washington, D.C. 20549 Re: UC Asset LP Amendment No. 1 to Offering Statement on Form 1-A File No. 024-

ABU DHABI ♦ ATHENS ♦ BEIJING ♦ CENTURY CITY ♦ CHICAGO ♦ DUBAI ♦ FRANKFURT ♦ HONG KONG ♦ HOUSTON ♦ KAZAKHSTAN ♦ LONDON ♦ LOS ANGELES ♦ MIAMI ♦ MUNICH NEW YORK ♦ PARIS ♦ PHILADELPHIA ♦ PITTSBURGH ♦ PRINCETON ♦ RICHMOND ♦ SAN FRANCISCO ♦ SHANGHAI ♦ SILI

Exhibit 12.1 Reed Smith LLP 101 Second Street Suite 1800 San Francisco, CA 94105-3659 Tel +1 415 543 8700 Fax +1 415 391 8269 reedsmith.com May 8, 2018 UC Asset LP 2299 Perimeter Park Drive, Suite 120 Atlanta, Georgia 30341 Ladies and Gentlemen: We have acted as counsel to UC Asset LP, a Delaware limited partnership (the “Partnership”), in connection with the registration under the Securities Act

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

UC ASSET LP SUBSCRIPTION AGREEMENT UC ASSET LP A DELAWARE LIMITED PARTNERSHIP This is a Subscription for Common Units of UC Asset LP

Exhibit 4.1 UC ASSET LP SUBSCRIPTION AGREEMENT UC ASSET LP A DELAWARE LIMITED PARTNERSHIP This is a Subscription for Common Units of UC Asset LP This Subscription Agreement (this ?Agreement? or this ?Subscription?) is made and entered into as of , 2018, by and between the Undersigned (the ?Subscriber?) and UC Asset LP, a Delaware limited partnership (?UC Asset LP? or the ?Issuer?) with reference t

ABU DHABI ♦ ATHENS ♦ BEIJING ♦ CENTURY CITY ♦ CHICAGO ♦ DUBAI ♦ FRANKFURT ♦ HONG KONG ♦ HOUSTON ♦ KAZAKHSTAN ♦ LONDON ♦ LOS ANGELES ♦ MIAMI ♦ MUNICH NEW YORK ♦ PARIS ♦ PHILADELPHIA ♦ PITTSBURGH ♦ PRINCETON ♦ RICHMOND ♦ SAN FRANCISCO ♦ SHANGHAI ♦ SILI

Exhibit 12.1 Reed Smith LLP 101 Second Street Suite 1800 San Francisco, CA 94105-3659 Tel +1 415 543 8700 Fax +1 415 391 8269 reedsmith.com May 8, 2018 UC Asset LP 2299 Perimeter Park Drive, Suite 120 Atlanta, Georgia 30341 Ladies and Gentlemen: We have acted as counsel to UC Asset LP, a Delaware limited partnership (the “Partnership”), in connection with the registration under the Securities Act

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Offering Statement on Form 1-A/A of our report dated May 4, 2018 relating to the financial statements of UC Asset LP for the year ended December 31, 2017 and the period from February 1, 2016 (“Inception”) to December 31, 2016. /s/ Daszkal Bolton LLP Fort Lauderdale, Florida May 4, 2018

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Offering Statement on Form 1-A of our report dated December 4, 2017 relating to the financial statements of UC Asset LP for the period from February 1, 2016 (“Inception”) to December 31, 2016. /s/ Daszkal Bolton LLP Fort Lauderdale, Florida March 26, 2018

Letter of Consent

Exhibit 11.4 Letter of Consent March 16, 2018 I, Gordon, hereby consent to the quotation and summary of my Letter of Acknowledgement and Agreement issued to Atlanta Landsight LLC on February 1, 2018 (attached) in the Offering Statement on Form 1-A of UC Asset LP, the parent company of Atlanta Landsight LLC, as filed with the Securities and Exchange Commission. /s/ Gordon Waters Gordon Waters Virtu

Letter of Consent

Exhibit 11.3 Letter of Consent March 16, 2018 I, Daniel K. Godwin, hereby consent to the quotation and summary of my Appraisal Update and/or Completion Report, originally issued to Brian Shibley on January 4, 2018 (attached), in the Offering Statement on Form 1-A of UC Asset LP as filed with the Securities and Exchange Commission. /s/ Daniel K. Godwin 3/19/2018 Daniel K. Godwin GGE Appraisals 2280

2 UC Asset Limited Partnership. Address: 2299 Perimeter Park Drive, Suite 120, Atlanta, GA 30341, USA; Website: www.ucasset.com

UC Asset Limited Partnership 2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA March 27, 2018 Tom Kluck, Legal Branch Chief Office of Real Estate and Commodities Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 3233 100 F Street, NE Washington, D.C. 20549 Re: UC Asset LP Offering Statement on Form 1-A File No. 024-10802 Mr. Kluck: UC Asset LP, a Delaware

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

Certificate of Limited Partnership of UC Asset

Exhibit 2.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED PARTNERSHIP OF “UC ASSET LP”, FILED IN THIS OFFICE ON THE FIRST DAY OF FEBRUARY, A.D. 2016, AT 8:25 O`CLOCK P.M. Jeffrey W. Bullock, Secretary of State 5953086 8100 Authentication: 201769172 SR# 20160

SECURED PROMISSORY TERM NOTE AGREEMENT by and between Armonia International LLC, as Borrower UC Asset LP, or Assigns, as Lender Xianhua Wang, as Guarantor Dated as of April 1, 2017 SECURED PROMISSORY NOTE AGREEMENT

EX1A-6 MAT CTRCT 5 f1a2018ex6-2ucassetlp.htm PROMISSORY TERM NOTE AGREEMENT, BY AND BETWEEN ARMONIA INTERNATIONAL, LLC AND UC ASSET LP, DATED AS OF APRIL 1, 2017 Exhibit 6.2 SECURED PROMISSORY TERM NOTE AGREEMENT by and between Armonia International LLC, as Borrower and UC Asset LP, or Assigns, as Lender and Xianhua Wang, as Guarantor Dated as of April 1, 2017 SECURED PROMISSORY NOTE AGREEMENT U.S

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Offering Statement on Form 1-A of our report dated December 4, 2017 relating to the financial statements of UC Asset LP for the period from February 1, 2016 (“Inception”) to December 31, 2016. /s/ Daszkal Bolton LLP Fort Lauderdale, Florida February 8, 2018

NON-SECURED PROMISSORY TERM NOTE AGREEMENT by and between Gregory Charles Bankston, as Borrower UC Asset LP, or Assigns, as Lender Dated as of September 30, 2016 NON-SECURED PROMISSORY NOTE AGREEMENT

Exhibit 6.1 NON-SECURED PROMISSORY TERM NOTE AGREEMENT by and between Gregory Charles Bankston, as Borrower and UC Asset LP, or Assigns, as Lender Dated as of September 30, 2016 NON-SECURED PROMISSORY NOTE AGREEMENT U.S.$ 25,000.00 September 30th, 2016 1. Parties; Amount FOR VALUE RECEIVED, the undersigned, Gregory Charles Bankston, a Georgia resident, with a mailing address of Olde Village Court,

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

UC Asset Limited Partnership. Address: 2299 Perimeter Park Drive, Suite 120, Atlanta, GA 30341, USA; Website: www.ucasset.com

UC Asset Limited Partnership 2299 Perimeter Park Dr. #120 Atlanta, GA 30341, USA February 9, 2018 Tom Kluck, Legal Branch Chief Office of Real Estate and Commodities Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 3233 100 F Street, NE Washington, D.C. 20549 Re: UC Asset LP Offering Statement on Form 1-A Mr. Kluck: UC Asset LP, a Delaware limited partners

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR The registrant is submitting this draft offering circular for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended This draft offering circular has

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR The registrant is submitting this draft offering circular for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended This draft offering circular has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.