Private Offering. Reg D Rule 506(c) for Accredited Investors only. Not a public solicitation. Prepared September 2025.
Kinshasa Commercial Real Estate Construction Fund Reg D 506(c)
The fund targets USD 100,000,000 in commitments to back construction-led Commercial Real Estate in Kinshasa, Democratic Republic of Congo. Capital is pooled into a United States special purpose vehicle that owns and controls DRC project subsidiaries. Governance sits under New York law, with shareholder agreements, collateral, and cash controls documented to U.S. standards. All onboarding and capital movements follow strict anti-money-laundering, know-your-customer, and sanctions-screening rules.
Fund Size
USD 100,000,000 target commitments. Final close subject to board approval.
Minimum Subscription
USD 5,000,000 per investor. Co-invest considered case by case.
Focus
Construction of multifamily, mixed-use, and essential commercial assets supported by pre-lease or credible absorption plans.
Currency and Controls
USD-denominated capital and distributions. Controlled disbursement via regulated banks with dual sign-off and AML verification.
Why Invest in Kinshasa Commercial Real Estate
Structural Demand
Population growth and urbanization drive sustained demand for quality housing and commercial space in core districts.
Supply Gap
Institutional-grade stock is limited. Secure title, reliable utilities, and professional property management remain undersupplied.
USD Rents
Anchor tenants and expatriate demand often transact in USD. Structures can mitigate local currency shock to distributions.
Execution Edge
Delivery depends on discipline and controls. The fund engages vetted EPCs, quantity surveyors, and owner’s reps to manage risk.
Offering Classes and Target Economics
| Metric | Class A | Class B | Class C |
|---|---|---|---|
| Profile | Senior preferred equity. Fixed income style. | Hybrid. Preferred return with limited upside. | Common equity. Residual upside after prefs. |
| Target Annualized Return | 12% preferred, paid quarterly when available | 16% preferred, plus share of profits | 20% to 25% target from residual equity |
| Average Cash-on-Cash | ~12% when stabilized projects distribute | ~16% driven by pref and partial promote | 20%+ if exits or refinancings outperform |
| Equity Multiple | 2.0x to 2.5x | 2.5x to 3.0x | 3.0x to 4.0x+ |
| IRR Range | 16% to 18% | 20% to 23% | 25% to 35%+ |
| Holding Period | 7 to 12 years | 7 to 12 years | 7 to 15 years |
| Priority | Paid ahead of B and C | Paid after A, ahead of C | Residual after prefs |
| Liquidity | Very low. Transfer rights limited. | Very low. Transfer rights limited. | Locked until exit. Transfer restrictions apply. |
Targets are illustrative and not guaranteed. Distributions depend on project cash flows, credit approvals, and market conditions.
US SPV Structure, Jurisdiction, and Compliance
Investor subscriptions are made into a U.S. limited liability company that qualifies as a special purpose vehicle. The SPV owns and controls each DRC project subsidiary. Shareholder agreements, collateral pledges, intercompany loans, and cash-control mechanics are governed by New York law. Financial reporting consolidates at the SPV level under U.S. GAAP.
Strict AML and KYC
Independent AML and KYC checks, source-of-funds verification, and global sanctions screening before acceptance of capital calls.
Regulatory Monitoring
Ongoing compliance with the Bank Secrecy Act and OFAC programs, plus vendor diligence for construction counterparties.
Execution Process and Risk Controls
- Screening of title, site, demand, and cost plan.
- Term sheet with share class allocation and security package.
- Full legal, technical, and environmental diligence under U.S. counsel supervision.
- Investment committee approval and conditions precedent list.
- SPV closing, capital call, and controlled disbursement to DRC subsidiaries.
- Monthly QS valuations, independent engineer inspections, and AML-compliant draw approvals.
- Stabilization, refinancing, or asset sale with proceeds routed back to the U.S. SPV for distribution.
Request the PPM and Data Room Access
Accredited investors can request the Private Placement Memorandum and compliance package.
Email usDisclaimer. This material is for informational purposes only. It is not an offer to sell or a solicitation of an offer to buy securities. Any offer or solicitation will be made only by the Private Placement Memorandum and related documents. All investors must meet Accredited Investor requirements and pass AML and KYC verification. Investments are speculative and involve a high degree of risk, including loss of capital. Jurisdictional restrictions apply.
