United States securities and exchange commission logo
September 6, 2023
Brent Beal
Chief Executive Officer
ETX Park Fund #2, LLC
203 East Main, Suite 200
Nacogdoches, TX 75961
Re: ETX Park Fund #2,
LLC
Amendment No. 2 to
Offering Statement on Form 1-A
Filed August 18,
2023
File No. 024-12222
Dear Brent Beal:
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 July
26, 2023 letter.
Form 1-A filed August 18, 2023
Cover Page
1. We note your response
to comment 1. Please provide disclosure in your offering circular
regarding the mechanics
of the closings, including the time frame for this investor due
diligence process, and
at which point in the closing process you will make a final
determination to accept
or reject an investor's subscription. Also revise to disclose the
process for returning
proceeds to investors for those subscriptions that are rejected.
No Guaranteed Preferred Return, page 7
2. We note your revised
disclosures in response to comment 2, including your statement that
you intend on "using
funds from a successful [o]ffering to build an apartment complex."
Brent Beal
ETX Park Fund #2, LLC
September 6, 2023
Page 2
Please revise your disclosures regarding your intended distribution rate
to highlight that
you may not be able to build any units if you are unable to raise at
least 25% of the
maximum offering amount, as you further explain on page 15.
Risk Factors, page 7
3. We note your response to comment 2. Please provide disclosure about the
risks to you
and your prospective investors associated with the existence of the
Austin Bank lien,
including, for example, that there may be disagreements around the
assessed value of the
property and/or issues obtaining clear title to the property after the
assessed amount has
been paid. We also note that you state on the one hand that after Austin
Bank removes the
lien from the property, you would then own the optioned property and
"receive the clear
title from ETX Park Fund #1," and on the other hand, that you would
complete the
purchase of the property with a vendor's lien and that ETX Park Fund #1LP
will hold a
lien on the property. Please revise to reconcile your disclosures. Please
also revise your
use of proceeds disclosure throughout your offering circular to account
for payment of the
Austin Bank lien.
4. We refer to your revised disclosure on page 14, including that Class A
membership
interests may not be transferred without the prior written consent of the
manager and that
such transfer would be subject to specific restrictions. Please revise
your second risk
factor on page 7 to also discuss these restrictions, add to your
disclosure in the "Securities
Being Offered section to specifically describe the restrictions on
transferability of these
securities, and highlight on the cover page that there are transfer
restrictions.
Securities Being Offered, page 31
5. We note your revised disclosures in response to comment 4. Please also
revise this section
to describe the allocation of losses.
Please contact Isabel Rivera at 202-551-3518 or Dorrie Yale at
202-551-8776 with
any questions.
Sincerely,
FirstName LastNameBrent Beal
Division of
Corporation Finance
Comapany NameETX Park Fund #2, LLC
Office of Real
Estate & Construction
September 6, 2023 Page 2
cc: Nicholas Antaki
FirstName LastName