UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 1‑U

 

CURRENT REPORT PURSUANT TO REGULATION A

 

Commission file number 024-11640

 

ANDREW ARROYO REAL ESTATE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

85-2103542

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

12636 High Bluff Drive, Suite 400

San Diego, CA

 

92130

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (888) 322-4368

 

Title of each class of securities issued pursuant to Regulation A:

 Common Stock, par value $0.001

 

 

 

 

 FORM 1-U CURRENT REPORT

 

ANDREW ARROYO REAL ESTATE INC. d/b/a AARE

12636 High Bluff Drive, Suite 400

San Diego, CA 92130

888-32-AGENT

www.aare.com

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Some of the statements under “Summary”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Our Business” and elsewhere in this Current Report on Form 1-U constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some, but not all, cases, you can identify forward-looking statements by terms such as “anticipate”, “assume”, “believe”, “could”, “estimate”, “expect”, “intend”, “goal”, “may”, “might”, “objective”, “plan”, “possible”, “potential”, “project”, “should”, “strategy”, “will” and “would” or the negatives of these terms or other comparable terminology.

 

Our forward-looking statements may include, without limitation, statements with respect to:

 

 

1.

Future services;

 

2.

Future products;

 

3.

The availability of, and terms and costs related to, future borrowing and financing;

 

4.

Estimates of future sale;

 

5.

Future transactions;

 

6.

Estimates regarding the amount of funds we will need to fund our operations for specific periods;

 

7.

Estimates regarding potential cost savings and productivity; and

 

8.

Our listing, and the commencement of trading of our Common Stock, on the NASDAQ, OTC Markets or other exchanges and the timing thereof.

 

The cautionary statements set forth in this Current Report on Form 1-U, identify important factors that you should consider in evaluating our forward-looking statements.

 

Although the forward-looking statements in this Current Report on Form 1-U are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained or that deviations from them will not be material and adverse. We undertake no obligation, except as required by law, to re-issue this Current Report on Form 1-U or otherwise make public statements updating our forward-looking statements. For the reasons set forth above, you should not place undue reliance on forward-looking statements in this Current Report on Form 1-U.

 

The Current Report on Form 1-U highlights information contained elsewhere and does not contain all the information that you should consider in making your investment decision. Before investing in our Common Stock, you should carefully read this entire Current Report on Form 1-U and our Regulation A Offering Circular filed with the Securities and Exchange Commission, including our financial statements and related notes. You should consider among other information, the matters described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

 
1

 

 

TABLE OF CONTENTS

 

ITEM 1

FUNDAMENTAL CHANGES

 

3

 

 

 

 

ITEM 2

BANKRUPCY OR RECEIVERSHIP

 

3

 

 

 

 

ITEM 3

MATERIAL MODIFICATION TO RIGHTS OF SECURITYHOLDERS

 

3

 

 

 

 

ITEM 4

CHANGES IN ISSUER’S CERTIFYING ACCOUNTANT

 

3

 

ITEM 5

NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW

 

3

 

 

 

 

ITEM 6

CHANGES IN CONTROL OF ISSUER

 

3

 

 

 

 

ITEM 7

DEPARTURE OF CERTAIN OFFICERS

 

3

 

 

 

 

ITEM 8

CERTAIN UNREGISTERED SALES OF EQUITY SECURITIES

 

3

 

 

 

 

ITEM 9

OTHER CHANGES

 

3

 

 
2

Table of Contents

  

ITEM 1. FUNDAMENTAL CHANGES

 

None.

 

ITEM 2. BANKRUPCY OR RECEIVERSHIP

 

None.

 

ITEM 3. MATERIAL MODIFICATION TO RIGHTS OF SECURITYHOLDERS

 

None.

 

ITEM 4. CHANGES IN ISSUER’S CERTIFYING ACCOUNTANT

 

None.

 

ITEM 5. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW

 

None.

 

ITEM 6. CHANGES IN CONTROL OF ISSUER

 

None.

 

ITEM 7. DEPARTURE OF CERTAIN OFFICERS

 

None.

 

ITEM 8. CERTAIN UNREGISTERED SALES OF EQUITY SECURITIES

 

None.

 

ITEM 9. OTHER CHANGES

 

On September 10, 2026, Clark Anctil, the Company’s current Financial Director and Treasurer, has signed an employment agreement (referenced herein) with the Company and his new titles are now Financial Director, Treasurer, Principal Financial Officer and Principal Accounting Officer.

 

 
3

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the Issuer has duly caused this Form 1-U to be signed on its behalf by the undersigned thereunto duly authorized, in the City of San Diego, State of California, on September 11, 2026.

 

 

Andrew Arroyo Real Estate Inc.

 

 

 

 

 

Dated: September 11, 2026

 

/s/ Andrew Michael Arroyo

 

 

By:

Andrew Michael Arroyo

 

 

Its:

President and Chief Executive Officer (Principal Executive Officer)

 

 

 

 

 

Pursuant to the requirements of Regulation A, this report has been signed by the following persons in the capacities and on the dates indicated.

 

 

 

 

 

Dated: September 11, 2026

 

/s/ Andrew Michael Arroyo

 

 

By:

Andrew Michael Arroyo, President, Chief Executive Officer (Principal Executive Officer), and Director

 

 

 

 

 

Dated: September 11, 2026

 

/s/ Clark Anctil

 

 

By:

 Clark Anctil

 

 

Its:

 Treasurer and Financial Director, (Principal Financial Officer and Principal Accounting Officer)

 

 

 
4

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EMPLOYMENT AGREEMENT