January 22, 2020
Sean Hsieh
Chief Executive Officer of Concreit Inc.
Concreit Fund I LLC
1411 4th Avenue
Seattle, Washington 98101
Re: Concreit Fund I LLC
Amendment No. 1 to
Draft Offering Statement on Form 1-A
Submitted on January 13, 2020
CIK 0001781324
Dear Mr. Hsieh:
We have reviewed your amended draft 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 providing the requested information
and either submitting
an amended draft offering statement or publicly filing your offering statement
on EDGAR. 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 draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments.
Draft Offering Statement on Form 1-A submitted on January 13, 2020
By purchasing Investor Shares in this Offering, you are bound by the
fee-shifting provision . . .,
page 13
1. We note your revised disclosure on page 13 states that if a party
bringing a claim against
you does not, "in a judgment on the merits, substantially achieve, in
substance and
amount, the full remedy sought" that party would be obligated to
reimburse you for all
reasonable costs. Please revise to clarify the meaning of "substantially
achieve, in
substance and amount". In this regard, please also clarify whether you
intend to interpret
or apply this language as broadly as possible.
Sean Hsieh
FirstName LastNameSean Hsieh
Concreit Fund I LLC
Comapany NameConcreit Fund I LLC
January 22, 2020
Page 2
January 22, 2020 Page 2
FirstName LastName
Description of Membership Interests and Certain Provisions of our Operating
Agreement, page
53
2. Disclosure on page 53 and in your LLC Agreement indicates that your
Manager may
divide the Investor Shares into one or more series and determine the
rights and
preferences for each series. Please clarify whether you intend to be a
Series LLC under
Delaware law and whether specific assets and liabilities will be
associated with each series
of Investor Shares.
3. Please clarify when you intend that the manager will be able to divide
the Investor Shares,
and whether this offering circular will be used to offer one or more
specific series of
Investor Shares. Note that you may not conduct a delayed offering of a
series of Investor
Shares in reliance on Regulation A and that all of the information
regarding the rights and
preferences for the securities you are offering must be included in
the offering circular at
the time of qualification.
Distributions, page 53
4. We note your response to comment 6. Please disclose that the Preferred
Return Hurdle is
five percent per annum of the investor member's investment.
Requirements for Qualification
General, page 69
5. Please revise to disclose share ownership requirements at items (5)
and (6) of the list on
page 69. We note that you refer to these requirements in your
discussion following this
list.
Financial Statements
Note 6 - Subsequent Events, page F-14
6. We note you acquired a minority interest in a private REIT in July
2019. Please tell us
how you considered the need to provide the financial statements
required by Rule 8-04 of
Regulation S-X. In your response, explain to us whether you will
account for your
investment using the equity method of accounting and the basis for
your conclusion.
Sean Hsieh
FirstName LastNameSean Hsieh
Concreit Fund I LLC
Comapany NameConcreit Fund I LLC
January 22, 2020
Page 3
January 22, 2020 Page 3
FirstName LastName
You may contact William Demarest at 202-551-3432 or Robert Telewicz at
202-551-
3438 if you have questions regarding comments on the financial statements and
related matters.
Please contact Jonathan Burr at 202-551-5833 or Pamela Long at 202-551-3765
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction