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 Jake P. Noch Family Office, LLC.

Jake P. Noch Family Office, LLC: Redefining the Art of Turnarounds and Value Creation

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At Jake P. Noch Family Office, LLC, we take on the challenges others shy away from. Our mission is ambitious yet precise: to transform dormant and distressed public companies into robust enterprises that create real shareholder value. With an unwavering commitment to excellence, we navigate complex financial landscapes, leveraging innovative strategies to turn neglected issuers into industry leaders.

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Our approach is grounded in the belief that no situation is beyond redemption. By targeting companies at their absolute worst—those mired in mismanagement, regulatory neglect, or even prior scandals such as executives in federal prison for securities fraud—we seize opportunities where others see chaos. Our philosophy is simple: when a company hits rock bottom, the only way is up. We not only aim to rebuild these companies but also create sustainable paths for growth, benefiting shareholders who might otherwise face total losses.

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What We Do

Our expertise spans a range of strategic initiatives that differentiate us from conventional investors:

  • Acquisition of Dormant Issuers: We strategically acquire shares of publicly traded companies that are often relegated to the U.S. OTC Market’s Expert Market. These entities typically lack quotation eligibility under SEC Rule 15c2-11, posing significant liquidity challenges. By acquiring controlling positions in these issuers, we gain the ability to drive meaningful change.

  • Regulatory Compliance and Rehabilitation: The cornerstone of our process is ensuring full regulatory compliance. We meticulously address outstanding filings, settle debts, and implement governance best practices. We understand that compliance is non-negotiable for creating long-term value.

  • Business Innovation: We breathe life into these issuers by establishing new lines of business tailored to market opportunities. From cutting-edge ultra-high-frequency trading platforms to online casinos and intellectual property ventures, we craft business models that are both scalable and sustainable.

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Our Financial Model: Innovative Structuring and Risk Management

Our financial strategies are both cutting-edge and meticulously compliant, designed to maximize efficiency while adhering strictly to regulatory frameworks:

Debt Settlement via Section 3(a)(10) Exemptions: We engage in court-approved arrangements under Section 3(a)(10) of the Securities Act to settle outstanding debts and claims held against the issuers. By exchanging these claims—not cash—for securities, we ensure that all transactions are transparent, lawful, and in full compliance with regulatory standards. This approach allows us to inject value into the company while aligning with legal requirements.

Liquidity Risk Expertise: Recognizing that dormant issuers often suffer from illiquid markets, we fully assume the liquidity risk inherent in revitalizing these companies. Our expertise enables us to transform them into compliant, profitable entities that attract market interest, thereby mitigating liquidity challenges over time.

Performance-Based Profit Realization: Our profit model is directly tied to the success we help create. Through structured 3(a)(10) arrangements, we receive compensation in the form of securities in exchange for settling substantial claims and providing valuable services—not for providing cash. Our potential earnings—typically ranging from $6 million to $12 million USD annually, plus 50% of net profits from future ventures—are realized only when the company performs well. This ensures that our interests are perfectly aligned with those of the issuer and its shareholders. All arrangements are subject to rigorous court oversight, guaranteeing fairness and transparency.

Exact Dollar Recoupment: Our agreements specify repayment based on a fixed dollar amount without accruing interest. This means we receive a number of shares equivalent to the settled claims' value. If the share price decreases, we may receive more shares to reach the agreed-upon amount; if it increases, we require fewer shares. This structure safeguards the issuer's financial health and protects shareholder value by preventing excessive dilution.

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Why Target the OTC Market?

The U.S. OTC Market is often dismissed as a graveyard for dormant issuers, rife with regulatory pitfalls and fraudulent activity. Yet, we see untapped potential in this environment. Our ability to navigate these challenges sets us apart:

  • Strategic Resilience: By investing heavily—often exceeding $500,000 annually—in compliance personnel, legal counsel from top-tier AM Law 100 firms, and regulatory consultants, we ensure every action adheres to the highest standards.

  • Tailored Solutions: Our approach avoids cookie-cutter methods. Instead, we design bespoke financial and operational strategies that address the unique circumstances of each issuer.

 

How We Create Value

Every company we touch undergoes a rigorous transformation process:

  1. Acquisition and Custodianship: We begin by acquiring shares on the open market, often a Herculean task given the illiquidity of Expert Market securities. If necessary, we leverage legal mechanisms, including books-and-records demands and court petitions for custodianship, to gain operational control.

  2. Operational Rebuild: Once in control, we implement new business models tailored to the issuer’s strengths. Examples of current projects include:

    • An ultra-high-frequency trading firm focused on derivatives arbitrage, seeking regulatory approval in Mauritius.

    • A portfolio company with royalty stakes in global brands like Listerine® and the works of artists such as Rihanna, Justin Bieber, Kanye West, and The Weeknd.

    • A licensed offshore online casino, pending court approval.

    • An investment-themed social media platform designed to revolutionize investor engagement.

  3. Profit Realization: Our reimbursement and profit come only after significant value creation. The shares issued to us under 3(a)(10) arrangements are sold on the open market until we recover our investment and predetermined profit margin, aligning our incentives with long-term company success.

 

A Philosophy Rooted in Realism

We operate with the understanding that not every venture will succeed. Businesses, like living organisms, have life cycles. Some flourish, others falter. Yet, our commitment is unwavering: to give every issuer we touch its best chance at success. By putting our capital, expertise, and reputation on the line, we strive to build enterprises that endure.

 

Why We Are Different

What sets Jake P. Noch Family Office, LLC apart is our intellectual rigor and strategic foresight. We are not just investors; we are builders, innovators, and problem solvers. Every decision we make is guided by data, expertise, and a relentless drive to outperform expectations. From the granular details of SEC filings to the big-picture vision of creating market leaders, we approach every challenge with precision and purpose.

Our belief is simple: when others run from complexity, we run toward it—not because it’s easy, but because it’s where the greatest opportunities lie.

Website Terms and Disclaimers for Jake P. Noch Family Office, LLC

Effective Date: November 28, 2024

Welcome to the official website of Jake P. Noch Family Office, LLC (hereinafter referred to as the "Family Office"). This website (the "Site") is intended solely to provide general information about the Family Office and its activities, which are exclusively limited to managing the personal investments of Mr. Jake P. Noch. By accessing, browsing, or using this Site, you acknowledge and agree to be bound by the terms and disclaimers set forth below.

Ownership of Content

All materials on this Site, including but not limited to text, graphics, images, logos, and design (collectively, the "Content"), are the exclusive property of the Family Office or its affiliates and are protected by applicable copyright, trademark, and other intellectual property laws. Unauthorized use, reproduction, modification, distribution, or display of the Content is strictly prohibited and may result in civil and criminal penalties.

Use of Content

You are granted a limited, non-exclusive, non-transferable license to access and use the Content on this Site solely for your personal, informational, and non-commercial purposes. Any redistribution, reproduction, retransmission, or derivative use of the Content without the prior written consent of the Family Office is strictly prohibited.

Disclaimer of Professional Advice

The Content on this Site is provided for general informational purposes only and does not constitute investment advice, legal counsel, financial planning, real estate advice, or any other professional services regulated by federal, state, or international laws.

Not a Financial Institution

The Family Office is not a financial advisor, broker-dealer, bank, insurance agent, real estate agent, or any similar regulated entity. The Family Office operates exclusively as a single-family office under applicable federal and state exemptions provided for such entities.

Applicable Legal Framework

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, single-family offices are explicitly exempt from registration as investment advisers with the Securities and Exchange Commission ("SEC"), as provided in 15 U.S.C. § 80b-2(a)(11)(G) and related rules under SEC Rule 202(a)(11)(G)-1.

Relevant Case Law

  • Kirschenbaum v. 650 Fifth Ave. & Related Properties, 257 F. Supp. 3d 463, 489 (S.D.N.Y. 2017): Confirms the inapplicability of registration requirements to single-family offices managing personal assets.

  • In re Family Office Trust, LLC, SEC No-Action Letter (Aug. 8, 2016): Further supports exemption from registration for single-family offices.

Broker-Dealer Exemption

The Family Office does not engage in activities requiring broker-dealer registration under 15 U.S.C. § 78o(a)(1). It does not solicit, negotiate, or effectuate securities transactions for or on behalf of third parties.

FINRA Rules

The activities of the Family Office fall outside the scope of the Financial Industry Regulatory Authority ("FINRA") Rules, including FINRA Rule 2010 (Standards of Commercial Honor and Principles of Trade) and FINRA Rule 3270 (Outside Business Activities of Registered Persons), as the Family Office does not engage in broker-dealer activities or employ registered representatives.

No Warranties

The Family Office provides this Site and the Content on an "as is" and "as available" basis without any representations or warranties, express or implied. To the fullest extent permissible by applicable law, the Family Office disclaims all warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

Limitation of Liability

In no event shall the Family Office or its affiliates, officers, directors, employees, agents, or representatives be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to your access to, use of, or inability to use this Site or any Content, even if advised of the possibility of such damages. This limitation includes, but is not limited to, any damages resulting from errors, omissions, interruptions, defects, delays in operation or transmission, or any failure of performance, whether or not caused by events beyond the control of the Family Office.

Indemnification

You agree to indemnify, defend, and hold harmless the Family Office, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to your access to or use of the Site or your violation of these Terms.

Dispute Resolution: Non-Binding Mediation and Arbitration

Non-Binding Mediation
Any disputes, claims, or controversies arising out of or relating to your use of this Site, these Terms, or any dealings with the Family Office shall first be submitted to non-binding mediation. The mediation process shall continue for a period of not less than two (2) years. During this time, the parties shall make every effort to resolve their disputes in good faith with the assistance of a neutral mediator mutually agreed upon by the parties.

Non-Binding Arbitration
If the mediation process fails to resolve the dispute after the two-year period, the matter shall then proceed to non-binding arbitration. The arbitration process shall also continue for a period of not less than two (2) years and will be conducted in accordance with the rules and procedures of the American Arbitration Association or a similar arbitration body, as agreed upon by the parties. The arbitration shall take place in Collier County, Florida, and be overseen by a single arbitrator mutually selected by the parties.

Waiver of Court Proceedings During ADR Periods
No party may initiate litigation or court proceedings until both the two-year mediation period and the two-year arbitration period have been completed. Any court filings made in contravention of these terms shall be deemed invalid and subject to dismissal.

Legal Precedent
Mediation and arbitration clauses of this nature are enforceable under the Federal Arbitration Act, 9 U.S.C. § 1, et seq., as upheld in Epic Systems Corp. v. Lewis, 138 S. Ct. 1612 (2018).

Legal Representation and Communication Restrictions

The Family Office is represented by the following legal counsel:

  • Troutman Pepper Hamilton Sanders LLP

  • Clark Hill PLC

  • Transnational Matters PLLC

Pursuant to applicable State Bar Rules of Professional Conduct and the American Bar Association ("ABA") Model Rule 4.2, which prohibit attorneys from communicating with a represented party about the subject of the representation without the consent of the party's lawyer, any legal inquiries or communications regarding the Family Office should be directed to its legal counsel.

Third-Party Links

This Site may contain links to third-party websites or resources. These links are provided for your convenience and informational purposes only and do not constitute an endorsement by the Family Office of the content, policies, or practices of such third-party websites. The Family Office is not responsible for the availability, content, accuracy, or privacy practices of third-party websites, and you access them at your own risk.

Modification of Terms

The Family Office reserves the right, at its sole discretion, to modify, amend, or update these Terms at any time without prior notice. Such modifications shall be effective immediately upon posting on this Site. Your continued use of the Site after any changes to these Terms constitutes your acceptance of the revised Terms.

Governing Law and Jurisdiction

These Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Collier County, Florida, provided all mediation and arbitration requirements have been fulfilled.

Severability

If any provision of these Terms is deemed unlawful, void, or unenforceable, such provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Entire Agreement

These Terms constitute the entire agreement between you and the Family Office regarding your use of the Site and supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and the Family Office.

By accessing or using this Site, you acknowledge that you have read, understand, and agree to be bound by these Terms and all applicable laws and regulations. If you do not agree to these Terms, you are prohibited from accessing or using the Site.

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