Investors · EB-5 guide
Per-project structure: one NCE, one JCE, one regional center
PacinfraX organizes EB-5 participation one project at a time. This guide explains the pattern, why each project has its own fund, and how a regional center is chosen for each site. No offering is being made on this website.
The pattern
Three roles, repeated for every project
PacinfraX organizes EB-5 participation project by project. Each project would have its own new commercial enterprise (NCE), paired one-to-one with its own job-creating entity (JCE), and each project would select the regional center that fits its location, its state and that center’s experience. Each fund is formed when its project is structured and named for that project.
In EB-5 terms, the new commercial enterprise (NCE) is the company in which investors hold their interests. The job-creating entity (JCE) is the company that spends the capital on a real project and creates the jobs counted for each petition. The regional center is a USCIS-designated sponsor that files the project application with USCIS. Under the 2022 Act, an NCE is affiliated with the regional center that sponsors it.
Four principles of the pattern
One NCE per project
Investors in a project hold interests only in that project’s NCE. Capital, records and reporting stay separate from every other project.
One JCE per NCE
Each NCE lends to or invests in exactly one JCE, and each JCE takes EB-5 capital from exactly one NCE. The pairing is one-to-one in both directions.
One regional center per project
Each project would select, with counsel, a USCIS-designated regional center whose approved geographic area covers the site and whose record fits the state and the asset type. The regional center files the project application (Form I-956F) for that project before any investor files Form I-526E.
Same template, every time
The structure is repeated for each project so that investors, agents and counsel review a familiar set of documents and roles.
Separation
Why one NCE per project
A data center campus is a large, multi-year program with its own site, its own power path and its own construction schedule. Keeping each campus in its own NCE keeps every investor tied to one set of facts. Five things follow from that.
Five things that follow from separation
Separate capital
Each NCE holds the capital of its own investors in its own accounts. Money for one campus is never pooled with money for another.
Separate records
Subscription records, transfers to the JCE and the evidence of job creation are kept per project, which is what each petition relies on.
Separate reporting
Investors receive reporting about the one project they joined, not a blended picture of several campuses at different stages.
Fund administration per NCE
Under the 2022 Act, EB-5 capital is held in separate accounts with a fund administrator overseeing transactions, or an annual independent audit as counsel advises. Each NCE carries those arrangements for itself.
Investor clarity
An investor, their counsel and their agent read one business plan, one economic analysis and one set of offering documents for one site.
Separation also helps when projects move at different speeds. One campus can be in permitting while another is under construction. With a separate NCE for each, a delay at one site does not change the records, the job evidence or the reporting of investors in another.
Pairing
How the pairing works
Each NCE provides capital to exactly one JCE, and each JCE takes EB-5 capital from exactly one NCE. The pairing is one-to-one in both directions. The capital moves from the NCE to the JCE as a loan or as equity, as structured for that project with counsel. Which form fits depends on the project, its lenders, its other owners and the advice of immigration and securities counsel.
What the JCE does with the capital
The JCE builds and operates the campus. Its spending on construction, equipment and operations is what an economist uses to estimate the jobs created, through the regional center’s model. For each project, the JCE is identified in the offering documents, paired with that project’s NCE.
What stays with the parent company
PacinfraX Corporation remains the developer-operator. It owns the platform, the brand and the development team, and it manages each campus through the JCE. EB-5 investors hold interests in an NCE, not in the parent company.
Why the one-to-one rule matters
When one NCE funds one JCE, the path of each investor’s capital is easy to follow from subscription to spending. That path is what USCIS reviews when an investor files Form I-526E and, later, Form I-829. A clean path also makes it easier for each investor’s own counsel to confirm that the capital was placed and kept at risk in the way the program requires.
Documents
How project funds are named and disclosed
Each project fund is formed when its project is structured and is named for that project. Names, state of formation and documents are provided to eligible investors in the confidential offering documents; none has been formed.
Photo: boardroom table with a capital structure chart
- Fund name and state of formation: in the offering documents for that project
- Project company and capital terms: in the offering documents for that project
- Regional center and its Form I-956F: identified in the offering documents once filed
Entity names are not published on this website. Each fund would be formed when its project is structured; none has been formed.
A consistent name tells investors, agents and counsel which campus a fund belongs to. Where a sequential number would be unclear, the fund would carry the project name instead.
Regional center
Choosing a regional center for a project
Under the 2022 Act, a regional center files Form I-956F for each project before investors in that project file Form I-526E. PacinfraX selects the regional center for each project with counsel, using five criteria. Read more in the regional center model.
Five criteria for a regional center
Approved geographic area
The project must sit inside the regional center’s approved geographic area. This comes first: a center that does not cover the site cannot sponsor the project.
Experience in the state
Familiarity with the state’s agencies, economic data and the census tracts around the site.
Experience with the asset type
A record with large construction programs and long-lived industrial or infrastructure assets, where job counting rests on construction and operations.
Compliance record
How the center has handled its designation, its annual statements and its project filings, reviewed with counsel.
Fund administration arrangements
How the center works with fund administrators, auditors and escrow agents, so the NCE’s obligations under the 2022 Act are met from the start.
Because projects sit in different places, the best regional center for one site is not always the best for the next. A campus in one state can call for a center with deep experience there, while a campus elsewhere needs a center whose approved geographic area covers that site. Selecting per project keeps that choice open.
Consistency
What stays the same across projects
Photo: advisor and client reviewing documents
The site, the regional center and the fund name change from project to project. The template does not:
Five things that stay the same
- One NCE, one JCE and one regional center for each project.
- The same roles: PacinfraX Corporation as developer-operator, the JCE as builder and operator of the campus.
- A separate account and fund administration, or an annual independent audit, for each NCE, as counsel advises.
- Offering documents delivered only to eligible investors, and only after the regional center has filed Form I-956F for that project.
- The same investor relations contact, the same interest form and the same rule: we never ask for investment funds through this website.
Repeating the template means each new project starts from documents and roles that investors, agents and counsel already know, which shortens their review without changing what they review.
Documents
What investors see
This website gives general information only. After a request through the interest form, and once a project is structured and the regional center has filed for it, eligible investors would receive confidential documents for that one project. A typical set includes:
A typical set of project documents
- A confidential private placement memorandum for that project’s NCE
- The NCE’s operating agreement and the subscription agreement
- The loan or equity agreement between the NCE and its paired JCE
- The business plan and the economic analysis filed with Form I-956F
- Escrow or fund administration terms that apply to that NCE
- The regional center’s role and its agreement with the NCE
Investors review these documents with their own immigration and securities counsel. Nothing on this page describes the terms of any project.
Why not one fund for every project?
A single fund would mix capital, records and reporting across projects, so an investor in one campus would carry exposure to another. A separate new commercial enterprise for each project keeps each investor’s petition tied to one project, one job-creating entity and one regional center filing.
Are the project funds already formed?
No. Each fund would be formed when its project is structured; none has been formed. Entity names, the state of formation and the documents are provided to eligible investors in the offering documents, not on this website.
Can one regional center sponsor more than one PacinfraX project?
It can, if its approved geographic area covers each site and counsel concludes it is the right fit for each project. The point of the per-project model is that the choice is made project by project, not fixed in advance for the whole platform.
Does the job-creating entity change from project to project?
Each new commercial enterprise is paired with exactly one job-creating entity. For each project it is identified in the offering documents. How job-creating entities are organized is decided with counsel for each project.
Ask about a project
Write to [email protected] or register interest. Read the USCIS, EB-5 Immigrant Investor Program page for the program rules.
