United States securities and exchange commission logo
November 3, 2020
Charles Follini
President
Gateway Garage Partners LLC
6 West 20th Street
5th Floor
New York, NY 10011
Re: Gateway Garage
Partners LLC
Form 1-A
Filed October 16,
2020
File No. 024-11344
Dear Mr. Follini:
We have reviewed your 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.
Form 1-A filed October 16, 2020
General
1. We note that clause 3.c
of your subscription agreement provides: "Subscriber also
understands that an
investment in the Company involves significant risks and understands
all of the risk factors
relating to the purchase of Units." Please revise your subscription
agreement to remove the
representation that an investor has read reviewed or
understands the
contents of the offering statement.
2. We note that clause 5
in Annex A of your subscription agreement permits individuals to
purchase your
securities using credit cards. Please add disclosure explaining how you will
process subscriptions
made by credit card. For example, disclose who will process credit
card subscriptions, the
amount of processing fees or other charges associated with credit
card subscriptions, and
whether the company or investors will pay such fees. Please add
Charles Follini
Gateway Garage Partners LLC
November 3, 2020
Page 2
risk factor disclosure as appropriate to discuss the risks associated
with acquiring
securities using debt.
3. We note clauses 10 and 11 in your subscription agreement. Please
revise your offering
circular to: 1) describe the jury trial waiver and arbitration
provisions, including how it
will impact your investors; 2) describe any questions as to
enforceability under federal and
state law; 3) clarify whether these provisions apply to claims under
the federal securities
laws and whether they apply to claims other than in connection with
this offering; 4) to
the extent the provisions apply to federal securities law claims,
please revise the
disclosure to state that by agreeing to the provision, investors will
not be deemed to have
waived the company s compliance with the federal securities laws and
the rules and
regulations thereunder; and 5) clarify whether purchasers of interests
in a secondary
transaction would be subject to these provisions.
4. We note that you indicate on page 18 that the OpCo Manager relied on
an appraisal by
Archstone Group. Please include a consent from Archstone Group as an
exhibit to your
offering statement. Refer to Item 17(11) of Part III of Form 1-A for
guidance.
5. We note that you filed the draft offering statements as exhibits;
however, it does not
appear that you have filed the non-public correspondence. Please file
all non-public
correspondence submitted by or on behalf of you pursuant to Item 15(a)
of Part III of
Form 1-A. Submission of an amendment with such correspondence filed as
an exhibit
will begin the running of the 21-day pre-qualification period. Please
refer to Rule 252(d)
of Regulation A and Securities Act Rules Compliance and Disclosure
Interpretation
182.01 for guidance.
Cover Page
6. We are unable to locate part of your response to comment 4 in our
letter dated June 17,
2020, and therefore reissue our comment in part. We note that you
intend to place funds
in an escrow account. Please file the escrow agreement in accordance
with Item 17(6) of
Part III of Form 1-A.
Financial Statements of 181 High Streel LLC, page F-8
7. Please revise your filing to include updated interim financial
statements for 181 High
Street LLC. Reference is made to paragraph (b)(7) of Part F/S of Form
1-A.
Exhibits
8. We note that your Independent Auditors Consent filed as exhibit 11.1
references their
FirstName LastNameCharles Follini
report for 181 High Street LLC dated May 15, 2020. However, the report
included on
Comapany
pageNameGateway Garage
F-10 is dated May 14, Partners LLC obtain and file an updated
consent from your
2020. Please
independent
November auditor
3, 2020 Page 2 that references the correct dates of their reports.
FirstName LastName
Charles Follini
FirstName LastNameCharles
Gateway Garage Partners LLCFollini
Comapany 3,
November NameGateway
2020 Garage Partners LLC
November
Page 3 3, 2020 Page 3
FirstName LastName
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact William Demarest at 202-551-3432 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 Erin E. Martin at 202-551-3391 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Kenneth L. Betts, Esq.