SEC Comment Letter 0000000000-24-004828 to RealtyMogul Income REIT, LLC (CIK 0001669664)
RealtyMogul Income REIT, LLC (CIK 0001669664)
Date: April 30, 2024 · CIK: 0001669664 · Accession: 0000000000-24-004828
AI Filing Summary & Sentiment
File numbers found in text: 024-11877
Referenced dates: October 14, 2011
Letter
United States securities and exchange commission logo April 30, 2024 Jilliene Helman Chief Executive Officer RealtyMogul Income REIT, LLC 10573 W Pico Blvd, PMB #603 Los Angeles, CA 90064 Re:RealtyMogul Income REIT, LLC Offering Statement on Form 1-A Post-qualification Amendment No. 3 Filed April 9, 2024 File No. 024-11877 Dear Jilliene Helman: We have reviewed your amendment 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 POS filed on April 9, 2024 Plan of Distribution, page 144 1.We note your response to prior comment 5. We are still considering your disclosure regarding the automatic investment program. Index to Consolidated Financial Statements of RealtyMogul Income REIT, LLC, page F-1 2.Please update your financial information pursuant to the instructions and requirements outlined within paragraph (c) of Part F/S of Form 1-A. Exhibits 3.We note your response to prior comment 6. Please explain the purpose for the exceptions in paragraph 2 of the legal opinion or delete. Also delete the assumptions in paragraph B of the legal opinion as it relates to the company. For guidance, see sections II.B.1.a and
FirstName LastNameJilliene Helman Comapany NameRealtyMogul Income REIT, LLC April 30, 2024 Page 2 FirstName LastName Jilliene Helman RealtyMogul Income REIT, LLC April 30, 2024 Page 2 II.B.3.a in Staff Legal Bulletin No. 19 (CF) dated October 14, 2011, which is available on our website. 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. Please contact Frank Knapp at 202-551-3805 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Lauren Prevost
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United States securities and exchange commission logo
April 30, 2024
Jilliene Helman
Chief Executive Officer
RealtyMogul Income REIT, LLC
10573 W Pico Blvd, PMB #603
Los Angeles, CA 90064
Re:RealtyMogul Income REIT, LLC
Offering Statement on Form 1-A
Post-qualification Amendment No. 3
Filed April 9, 2024
File No. 024-11877
Dear Jilliene Helman:
We have reviewed your amendment 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 POS filed on April 9, 2024
Plan of Distribution, page 144
1.We note your response to prior comment 5. We are still considering your disclosure
regarding the automatic investment program.
Index to Consolidated Financial Statements of RealtyMogul Income REIT, LLC, page F-1
2.Please update your financial information pursuant to the instructions and requirements
outlined within paragraph (c) of Part F/S of Form 1-A.
Exhibits
3.We note your response to prior comment 6. Please explain the purpose for the exceptions
in paragraph 2 of the legal opinion or delete. Also delete the assumptions in paragraph
B of the legal opinion as it relates to the company. For guidance, see sections II.B.1.a and
FirstName LastNameJilliene Helman
Comapany NameRealtyMogul Income REIT, LLC
April 30, 2024 Page 2
FirstName LastName
Jilliene Helman
RealtyMogul Income REIT, LLC
April 30, 2024
Page 2
II.B.3.a in Staff Legal Bulletin No. 19 (CF) dated October 14, 2011, which is available on
our website.
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.
Please contact Frank Knapp at 202-551-3805 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Lauren Prevost