May 7, 2019
Peter Koch
Chief Executive Officer
Unicorn Real Estate Holding Inc.
87 N. Raymond Ave, Suite 200
Pasadena, CA 91103
Re: Unicorn Real Estate Holding Inc.
Amendments Nos. 1 and 2 to Offering Statement on Form 1-A
Filed April 18, 2019 and April 19, 2019
File No. 024-10935
Dear Mr. Koch :
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our February 28,
2019 letter.
Form 1-A for Unicorn Real Estate Holdings, Inc.
Cover Page
1. We note your revised disclosure on page 15 that you may invest in
non-controlling
interests in other entities. Please revise your disclosure to include a
risk factor regarding
the possibility that you may be considered an Investment Company under
the Investment
Company Act of 1940 and explain the exemption on which you intend
to rely. Additionally, please be advised that you are responsible for
analyzing how your
investments, investment strategy and business model will support that
exemption. The
staff has not reviewed and does not necessarily concur with disclosure
with respect to the
availability of that exemption.
Peter Koch
FirstName LastNamePeter Koch
Unicorn Real Estate Holding Inc.
Comapany NameUnicorn Real Estate Holding Inc.
May 7, 2019
May 7, 2019 Page 2
Page 2
FirstName LastName
Dilution, page 12
2. We note your response to comment 3. Again, please double-check the
calculations in
your dilution table. For example, in your 25% of offered shares
column, when a new
investor invests $1.00 per share and the net tangible book value after
giving effect to the
offering is $0.557 per share, it appears that the per share dilution
to a new investor would
be $0.443 per share (not $0.56 per share). Please revise your table
accordingly.
Business of Registrant, page 15
3. You state on page 15 that your "revenue model includes consulting
fees, placement fees,
performance incentives, cash flow from real estate holdings, and
liquidation of equity
positions." Please provide more detailed disclosure explaining how
your intended
operations will generate this revenue.
4. We note your responses to comments 4, 5 and 6. We further note the
disclosure on page
15 indicating that the company "provides consulting services to these
transactions" and
that the company "has currently identified four properties that will
be marketed to
European commercial real estate investors." Please revise to more
specifically describe
your intended business operations, including disclosing your specific
plan of operation,
including detailed milestones, anticipated time frame for beginning
and completing each
milestone, and the categories of expenditures. In addition, please
clarify if you intend to
solely provide consulting services or whether you intend to own
property. Please also
revise to clarify "development costs associated with current projects"
and "development
costs for future projects" as development does not appear to be part
of your intended
business as described on page 15, and you do not appear to have
current projects.
Part III. Exhibits, page 23
5. We note that you have revised the amount of shares that you are
issuing. Please have
counsel provide an updated legal opinion.
6. We note your response to comment 8. Please revise your disclosure in
your offering
circular to describe the exclusive forum provision. Additionally, it
appears you do not
intend for this provision to apply to claims under the federal
securities laws. Please revise
your subscription agreement and the disclosure in the offering
circular to state that this
provision does not apply to claims under the federal securities laws.
Independent Auditors' Report, page F-1
7. We note your response to comment 10. We also note disclosures on page
16 where you
indicate that you intend to become subject to the information and
periodic reporting
requirements of the Exchange Act after the completion of your Tier II,
Regulation A,
offering. Please clarify whether you intend to use a Form 8-A short
form registration
statement concurrently with the qualification of your Tier II,
Regulation A, offering.
Peter Koch
Unicorn Real Estate Holding Inc.
May 7, 2019
Page 3
You may contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Jennifer Gowetski at 202-551-3401 with
any other
questions.
Sincerely,
FirstName LastNamePeter Koch Division of Corporation
Finance
Office of Real Estate
and
Comapany NameUnicorn Real Estate Holding Inc.
Commodities
May 7, 2019 Page 3
cc: AJ Robbins
FirstName LastName