Investors · EB-5 guide
For shareholders: EB-5 as one capital source
Written for private shareholders of PacinfraX Corporation. It explains where EB-5 capital through a per-project fund could sit in the financing of a US campus, and what that would and would not change for the company. No offering is being made on this website.
Shareholders read this page as information only. It is not a shareholder communication under any agreement, and it does not change any right or obligation under one.
Capital stack
How a US campus is financed
A power-first data center campus is a large construction program followed by many years of operation. Its financing comes from more than one source, and each source has its own terms, its own lenders or owners and its own timing. For a US campus, PacinfraX looks at four sources:
Bank debt
Construction and term loans from lenders, secured on the campus and its contracts.
Owner equity
Capital from PacinfraX Corporation and its founders.
Shareholder capital
Capital from private shareholders of PacinfraX Corporation.
EB-5 capital (potential)
US projects could be structured for EB-5 capital in the future through a separate project fund for each project, as one source alongside the others. No project is currently offered.
Position
Where a per-project EB-5 fund could sit
If a US project were structured for EB-5 capital, that capital would come from a new commercial enterprise formed for that one project. Each such fund would be formed when its project is structured; none has been formed, and entity names are provided in the offering documents. The NCE would provide capital to the project’s job-creating entity as a loan or as equity, as structured for that project with counsel.
Where that capital sits relative to bank debt, owner equity and shareholder capital is decided for each project with lenders, counsel and the regional center. A lender’s security, the order of repayment and the rights of each source are set in the project’s financing documents. This page does not describe the position of EB-5 capital in any project, and no project is currently offered.
One source among several
EB-5 capital would be one source alongside the others, never the only one. A campus is planned so that its construction can proceed on the strength of its power path, its customers and its other financing. EB-5 capital, where a project uses it, is added to that plan rather than built into its foundations.
For the company
What EB-5 capital changes, and what it does not
What changes
What changes
A separate fund for each project
EB-5 investors would hold interests in that project’s new commercial enterprise, not in PacinfraX Corporation. Each project would have its own NCE.
More filings and more reporting
Each EB-5 project adds a regional center filing, fund administration or audit arrangements, and reporting to investors and USCIS.
New timing dependencies
EB-5 capital follows the regional center’s filing and the investors’ own petitions, so it arrives on a schedule the company does not control.
What stays the same
What stays the same
The developer-operator role
PacinfraX Corporation remains the developer-operator. It manages each campus through the job-creating entity.
Ownership of the parent company
EB-5 capital goes into a project fund, not into the parent company’s shares. Shareholders keep their interests in PacinfraX Corporation.
How projects are chosen
Projects are chosen on power path, demand and site, the same way as without EB-5. EB-5 is one possible source, not the reason a project exists.
The per-project model is what keeps these effects contained. Because each project has its own NCE, paired one-to-one with its own JCE, EB-5 obligations attach to that project. Read per-project structure.
Obligations
What the 2022 Act requires of a sponsor
The EB-5 Reform and Integrity Act of 2022 added integrity measures that apply to every regional center project. For a company whose project uses EB-5 capital, three matter most.
Fund administration
EB-5 capital is held in a separate account at a US bank for one project, with a fund administrator overseeing transactions into and out of that account, or with an annual independent financial audit instead, as counsel advises. Each NCE, and the JCE it funds, carries these arrangements for itself.
Audits and records
Records of subscriptions, transfers to the JCE and spending on the project are kept so that auditors, the regional center and USCIS can follow the path of EB-5 capital. Financial statements for the NCE and the JCE are prepared with that in mind.
Reporting
The regional center files an annual statement on Form I-956G for each project it sponsors. The NCE reports to its own investors. People who promote the project, including migration agents, register with USCIS on Form I-956K. Each of these adds cost and staff time, which is part of the decision to use EB-5 for a given project. Read the regional center model.
Timing
Timing dependencies
EB-5 capital moves on a schedule that depends on others. The regional center files Form I-956F for a project before investors in that project file Form I-526E. USCIS decides the project application and each investor petition on its own merits and sets its own processing times, which it publishes at USCIS processing times. The Regional Center Program is authorized through September 30, 2027. Reauthorization is a matter for Congress and is not assured.
For these reasons, a campus plan does not depend on EB-5 capital arriving at a given point. Construction milestones are planned around power, permits, contractors and customers. Read timeline and processing.
Boundaries
What we will not say
To keep public information accurate and within securities and immigration rules, this website does not publish:
- Projections of any kind for an EB-5 fund or for PacinfraX Corporation.
- Amounts of EB-5 capital sought, committed or received for any project.
- The terms, interest rate or position of EB-5 capital in any project.
- Job counts, targeted employment area status or filing dates for any project.
- The name of any regional center for any project.
Any offer of securities would be made only through confidential offering documents delivered to eligible persons. Shareholders who want to understand how a specific project is financed use the channels set out in their own agreements with the company.
Investor relations
Where to ask
Shareholders write to [email protected]. Our investor relations team replies within two business days. Prospective EB-5 investors and their advisors use the interest form.
