United States securities and exchange commission logo
October 23, 2023
Jeffrey Karsh
Chief Executive Officer
1st stREIT Office Inc.
11601 Wilshire Boulevard, Suite 1690
Los Angeles, CA 90025
Re: 1st stREIT Office
Inc.
Offering Statement
on Form 1-A
Filed on September
26, 2023
File No. 024-12334
Dear Jeffrey Karsh:
We have reviewed your
offering statement and have the following comments.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form 1-A filed September 26, 2023
Questions and Answers About This Offering
Q: What is the number and percentage of common shares that have been
submitted for
redemption and redeemed, respectively?, page 6
1. We note your disclosure
that you have honored redemption requests in full as of July 31,
2023. Please clarify,
if applicable, that due to the redemption limitation set as of
December 31, 2023,
stockholders have not been able to redeem their shares within the
quarter in which they
make their redemption requests.
Midtown III Acquisition, page 12
2. We note that it appears
that you have closed on the Midtown III property for ~$17.8
million. Please tell us
how you considered the need to file pro forma and stand alone
financial statements
for the Midtown III property. Reference is made to Rule 8-05 and 8-
06 of Regulation S-X
pursuant to the guidance outlined for Tier 2 offerings within Part
F/S of the Form 1-A.
Jeffrey Karsh
FirstName
1st stREIT LastNameJeffrey Karsh
Office Inc.
Comapany
October 23,Name1st
2023 stREIT Office Inc.
October
Page 2 23, 2023 Page 2
FirstName LastName
Offering Summary
Our Structure, page 16
3. Please revise your structure chart to make the chart legible.
Risk Factors
We may change our targeted investments and investment guidelines without
stockholder
consent., page 27
4. Please disclose how you will notify stockholders of a change in your
investment
guidelines.
Business and Properties, page 60
5. It appears that the Midtown III acquisition closed on September 28,
2023. Please update
your disclosure to provide the material terms of the acquisition
agreement and file the
executed acquisition agreement.
Management, page 77
6. Please disclose Justin Fromm's past five years of business experience.
Refer to Item 10(c)
of Form 1-A for guidance.
Exhibits
7. You state on page 43 of the offering circular that the mandatory
arbitration provision in
your subscription agreement does not waive the company's compliance
with the federal
securities laws. We are unable to find this clarification in the
subscription agreement filed
as Exhibit 4.1. Please file a revised subscription agreement
containing this clarification.
General
8. We note that your website contains the offering circular filed October
19, 2022. Please
update your website to link to the most recent offering circular and
continue to update the
link as you amend your filing. Refer to Rule 255(b)(4) and (d)(2) of
Regulation S-K for
guidance.
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.
Jeffrey Karsh
1st stREIT Office Inc.
October 23, 2023
Page 3
Please contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or David Link at 202-551-3356 with any
other questions.
Sincerely,
FirstName LastNameJeffrey Karsh
Division of
Corporation Finance
Comapany Name1st stREIT Office Inc.
Office of Real Estate
& Construction
October 23, 2023 Page 3
cc: Mark Schonberger
FirstName LastName