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SEC Comment Letter 0000000000-25-000217 to MacKenzie Realty Capital, Inc. (MKZR) (CIK 0001550913) (MKZR)

MacKenzie Realty Capital, Inc. (MKZR) (CIK 0001550913)
Date: Jan. 8, 2025 · CIK: 0001550913 · Accession: 0000000000-25-000217

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File numbers found in text: 333-283478

Date
January 8, 2025
Author
Robert Dixon
Form
UPLOAD
Company
MacKenzie Realty Capital, Inc. (MKZR) (CIK 0001550913)

Letter

January 8, 2025 Robert Dixon Chief Executive Officer MacKenzie Realty Capital, Inc. 89 Davis Road Suite 100 Orinda, CA 94563 Re:MacKenzie Realty Capital, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed December 23, 2024 File No. 333-283478 Dear Robert Dixon: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration 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 registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 10, 2024, letter. Amendment No. 1 to Registration Statement on Form S-3 Risk Factors There may be claims relating to our possible non-compliance with federal and/or state securities laws. . ., page 4 1.We refer to your added disclosure regarding these risks. Please revise your disclosure in this risk factor to clarify whether you are referring to the offering under your registration statement on Form N-2 discussed in your other risk factor, or otherwise add additional disclosure to provide context to investors regarding this risk.

January 8, 2025 Page 2 Please contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Steve Barrett, Esq.

Show Raw Text
January 8, 2025
Robert Dixon
Chief Executive Officer
MacKenzie Realty Capital, Inc.
89 Davis Road
Suite 100
Orinda, CA 94563
Re:MacKenzie Realty Capital, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed December 23, 2024
File No. 333-283478
Dear Robert Dixon:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration 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 registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 10,
2024, letter.
Amendment No. 1 to Registration Statement on Form S-3
Risk Factors
There may be claims relating to our possible non-compliance with federal and/or state
securities laws. . ., page 4
1.We refer to your added disclosure regarding these risks. Please revise your disclosure
in this risk factor to clarify whether you are referring to the offering under your
registration statement on Form N-2 discussed in your other risk factor, or otherwise
add additional disclosure to provide context to investors regarding this risk.

January 8, 2025
Page 2
            Please contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Steve Barrett, Esq.