My City Builders, Inc. acquires RAC Gadsden, LLC for USD 350,000 (2025)

Deal facts

Buyer: My City Builders, Inc.
Target: RAC Gadsden, LLC
Deal value: USD 350,000
Announced: 31 October 2025
Status: Completed
Sector: Real Estate
Country: United States
Consideration: loan-note

Sources

SEC_EDGAR_8K

What we know

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Deal timeline

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31 Oct 2025CompletedClosed
My City Builders, Inc. completes acquisition of RAC Gadsden, LLC
Item 1.01 Entry into a Material Definitive Agreement & Amendments On October 31, 2025, My City Builders, Inc., (the “ Company ”) entered into an Asset Purchase Agreement, (the “ Agreement ”) with, RAC Gadsden, LLC (the “ LLC ”). The LLC is wholly owned by RAC Real Estate Acquisition, Corp. (“ RAC ”), which is wholly owned by RAC Merger LLC, which owns 98.5% of the current issued and outstanding sh
Source

OpinionExit Mode editorial

We see a distinct shift in how US real estate assets are being transacted when the headline figure is modest and the payment structure relies entirely on debt. The acquisition of RAC Gadsden, LLC by My City Builders, Inc. for three hundred and fifty thousand dollars USD, announced on 31 October 2025, is now completed. The deal is structured as an asset sale where the entire consideration takes the form of a loan note. This is not a cash-out exit. It is a financing arrangement disguised as a sale, where the buyer acquires the assets but defers the actual cash payment by issuing a debt instrument.

For the SME founder reading this, the mechanics here carry specific weight. An asset sale allows the buyer to cherry-pick liabilities while leaving the target entity intact or dissolved, which is common in distressed or small-scale real estate. The use of a loan note as the sole consideration means the seller has effectively become a creditor to the buyer. In a US context, this creates a direct counterparty risk. If the buyer faces cash flow issues, the note may not be serviced, and unlike a cash deal, there is no immediate liquidity. The deal does not trigger the heavy CMA scrutiny seen in larger UK mergers, yet the change-of-control covenants on any underlying leases or mortgages must be reviewed carefully to ensure the asset transfer does not breach existing terms.

The regulatory environment for such small asset transfers remains straightforward, but the commercial risk sits squarely on the enforceability of that debt instrument. We observe that the buyer has chosen to preserve cash by issuing a note rather than paying upfront. This suggests the buyer values the asset for its operational fit or immediate cash flow generation but lacks the working capital to settle the price immediately. The seller must weigh the certainty of a completed deal against the uncertainty of future repayments. There is no escrow protection mentioned, so the security of the note depends entirely on the creditworthiness of My City Builders, Inc.

The immediate action for any founder considering a similar exit is to demand a personal guarantee or a secured charge against the buyer's other assets before signing the note. Do not accept an unsecured loan note as the sole form of payment without collateralising the debt against the buyer's real estate holdings or bank accounts to ensure the three hundred and fifty thousand dollars USD is recoverable if the buyer defaults.

Editorial opinion. Not financial or legal advice.

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