July 1, 2019
Nathan Kivi
Manager and Chief Financial Officer
HCo Cape May LLC
2100 Powers Ferry Road S.E., Suite 370
Atlanta, Georgia 30339
Re: HCo Cape May LLC
Amendment No. 3 to
Offering Statement on Form 1-A
Filed June 18, 2019
File No. 024-10953
Dear Mr. Kivi:
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 June 5, 2019
letter.
Form 1-A/A filed June 18, 2019
General
1. We note your response to comment 1 and your revised disclosure on page
14. Please
further revise to provide more detail regarding the following:
factors you expect to consider in determining when and how often to
hold closings;
how and when you plan to communicate the next closing date to
investors who have
tendered funds;
Nathan Kivi
HCo Cape May LLC
July 1, 2019
Page 2
how and when you plan to communicate to investors that their
subscriptions have been
accepted and funds have been distributed from escrow to the
company; and
how and when you plan to communicate to investors whose funds are
in escrow that
their funds will be refunded as a result of the company's
dissolution or liquidation,
determination not to hold further closings, or determination that
the investor has not
cleared compliance.
Additionally, please revise your summary risk factors and risk factors
to describe any
risks relating to your intention to hold investor funds in escrow,
with no withdrawal rights,
until such time as you, in your sole discretion, decide to hold a
closing.
2. We note your response to comment 2 and your revised disclosure on page
4 and
elsewhere. We further note your disclosure on page 55, stating "The
Offering will remain
open for 180 days from the date of this Offering Circular, unless
terminated for any reason
at the discretion of the Company, or unless extended for up to an
additional one hundred
eighty (180) days by the Company." Please revise the relevant sections
to disclose how
you plan to communicate any extensions of the offering to investors
and whether you may
extend the offering for more than one 180-day extension period.
Interest of Management and Others in Certain Related-Party Transactions, page
51
3. We note your response to comment 5, but we do not see any revisions to
your disclosure
in this section. Therefore, we reissue the comment. Please revise your
disclosure in this
section to quantify the total Development Fee you expect to be payable
to HotelierCo on
the basis of your projected development costs and to quantify the cash
payment and
number of shares you expect HotelierCo to receive. Please also
describe any assumptions
underlying these values. Refer to Item 13(a) of Form 1-A and the
instructions thereto.
You may contact Howard Efron, Staff Accountant, at 202-551-3439 or
Wilson Lee,
Staff Accountant, at 202-551-3468 if you have questions regarding comments on
the
financial statements and related matters. Please contact Joshua Lobert, Staff
Attorney, at 202-
551-7150 or Sara von Althann, Staff Attorney, at 202-551-3207 with any other
questions.
Sincerely,
FirstName LastNameNathan Kivi
Division of
Corporation Finance
Comapany NameHCo Cape May LLC
Office of Real
Estate and
July 1, 2019 Page 2 Commodities
FirstName LastName