February 21, 2023
Jeffrey Gabor
Office of Real Estate & Construction
Division of Corporation Finance
| Re: | ADPI Fund I, LLC |
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| Amendment No. 3 to Form 1-A |
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| Filed December 20, 2022 |
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| File No. 024-11872 |
Ms. Rivera:
Please see below for responses to the Division’s letter dated January 31, 2023 regarding the above captioned matter. All questions have been addressed in an Amendment No. 4 to the Offering Statement on Form 1-A/A, filed February 21, 2023 (“Amendment”), as further herein detailed.
General
1. | We note the statement on page 8 that investors in this offering may have the option of paying for their investment with cryptocurrencies. Please disclose the following: |
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· | how you will value the cryptocurrencies initially and on an ongoing basis; |
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· | how you will determine the amount of securities to which a purchaser will be entitled and at what point will the number of shares be determined; |
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· | who will bear the risk of a downturn in price of the digital asset between the time it is delivered to the company and the time that the company determines the amount of securities to be issued; |
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· | how you will hold and secure the cryptocurrencies received; and |
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· | whether you intend to hold the cryptocurrencies for investment or convert them into fiat currency immediately upon receipt or soon thereafter |
ADPI Fund I, LLC does not intend to accept payment for interests in cryptocurrencies. Reference to such were a scrivener’s error and have been removed from the Amendment.
We appreciate your time and attention in this matter.
| Sincerely, |
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| /s/ Dodson Robinette PLLC |
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