United States securities and exchange commission logo
September 13, 2022
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
Re: Bluerock Homes
Trust, Inc.
Amendment No. 2 to
Form 10-12B
Filed August 31,
2022
File No. 001-41322
Dear Mr. Kamfar:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 2 to Form 10-12B filed August 31, 2022
Exhibit 99.1
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 87
1. We note your table at
the top of page 88 and your column titled Pro Forma Average Rent.
Please tell us how you
considered the possibility of this measure being confused with pro
forma information
prepared in accordance with Article 11 of Regulation S-X.
Alternatively, please
revise to recaption the column heading.
R. Ramin Kamfar
FirstName LastNameR. Ramin Kamfar
Bluerock Homes Trust, Inc.
Comapany 13,
September NameBluerock
2022 Homes Trust, Inc.
September
Page 2 13, 2022 Page 2
FirstName LastName
Interim Financial Statements
Notes to Combined Financial Statements
Note 8 - Preferred Equity Investments
Peak Housing Interests and Financing, page F-17
2. We note your table at the top of page F-16 appears to indicate that
you do not consolidate
Peak Housing. We further note your disclosure on page F-17 appears to
indicate that you
may consolidate certain entities that constitute Peak Housing. In
light of the disclosures
on page F-16 and F-17, we are unclear if you consolidate any entities
that are also
reflected within your $20,318,000 preferred equity investment that you
have identified as
Peak Housing. Please clarify for us if you consolidate any entities
that are also reflected
within the $20,318,000 preferred equity investment. To the extent you
consolidate any
such entities, please tell us how you determined it is appropriate to
also reflect those
entities within the $20,318,000 preferred equity investment on your
balance sheet at June
30, 2022. Within your response, please reference the authoritative
accounting literature
management relied upon.
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.
You may contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Victor Goldfeld, Esq.