SecProbe.io

CORRESP
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filename1.htm

    April
    8, 2024
    Lauren
                                            Burnham Prevost

    404-504-7744

    lprevost@mmmlaw.com

    www.mmmlaw.com

VIA
EDGAR

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    RealtyMogul
    Income REIT, LLC

    Post-Qualification
    Amendment to Offering Statement on Form 1-A

    Filed
    December 20, 2023

    File
    No. 024-11877

To
Whom it May Concern:

This
letter is being submitted on behalf of RealtyMogul Income REIT, LLC (File No. 024-11877) (the “Company”) in response to comments
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s
letter dated January 16, 2024 (the “Comment Letter”) regarding the Company’s Post-Qualification Amendment No. 2 to
its Offering Statement on Form 1-A (the “Initial Filing”) filed with the Commission on December 20, 2023 in connection with
its offering of common shares pursuant to Regulation A (the “Offering”). The Company is concurrently filing Post-Qualification
Amendment No. 3 to its Offering Statement on Form 1-A (the “Amended Filing”), which includes changes in response to the Staff’s
comments and other updates necessitated by the passage of time.

For
your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced herein with responses immediately
following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Initial
Filing, and page references in the responses refer to the Amended Filing. Defined terms used herein but not otherwise defined have the
meanings given to them in the Amended Filing.

Management
Compensation, page 78

Comment
No. 1: For each of the fees listed in this section, please disclose the amount paid to your Manager and/or its affiliates for the year
ended December 31, 2023.

Response:
In response to the Staff’s comment, the Company has revised the disclosure in the “Management Compensation” section
in the Amended Filing to provide the above-requested information.

Morris,
Manning & Martin, LLP

Securities
and Exchange Commission

April
8, 2024

Page
2

Principal
Shareholders, page 81

Comment
No. 2: Please provide the disclosure required by Item 403 of Regulation S-K, including the beneficial owners of more than five percent
of your shares. In your most recent Form 1-SA, you reflect that 11,514,547 shares are outstanding.

Response:
The Company respectfully submits that the Initial Filing provides the disclosure required by Item 403 of Regulation S-K regarding
shares beneficially owned as it provides such beneficial ownership information with respect to (i) each person or group that holds more
than 5% of the Company’s common shares, (ii) each of the executive officers of the Company’s Manager and each of the members
of the Company’s board of managers and (iii) the executive officers of the Company’s Manager and the members of the Company’s
board of managers as a group. The Company has revised the disclosure in the “Principal Shareholders” section in the Amended
Filing to clarify that as of March 18, 2024, no person or group held more than 5% of the Company’s outstanding common shares.

Funds
from Operations and Adjusted Funds from Operations, page 103

Comment
No. 3: Please tell us what consideration you gave to providing your FFO and AFFO calculations for all financial statement periods presented,
including the corresponding interim period of the preceding fiscal year.

Response:
In response to the Staff’s comment, the Company has revised the disclosure in the “Description of Our Common Shares –
Funds from Operations and Adjusted Funds from Operations” section in the Amended Filing to include unaudited FFO and AFFO calculations
for the six months ended June 30, 2022. The Company respectfully submits that the Initial Filing included unaudited FFO and AFFO calculations
for the six months ended June 30, 2023 and for the years ended December 31, 2022 and 2021. With the addition of the unaudited FFO and
AFFO calculations for the six months ended June 30, 2022, the Amended Filing includes unaudited FFO and AFFO calculations for all financial
statement periods presented, including the corresponding interim period of the preceding fiscal year.

Description
of Our Common Shares

Valuation
Policies, page 114

Comment
No. 4: We note your disclosure surrounding your determination of NAV per share, including disclosure included in your supplement to the
offering circular filed November 14, 2023 announcing your NAV per share of $10.30 as of September 30, 2023. Please explain to us how
your NAV disclosure is consistent with your proposed disclosure included in your template for future NAV disclosure, attached as Exhibit
A to your response letter dated June 6, 2016.

Response:
In response to the Staff’s comment, the Company has revised the disclosure in the Amended Filing to include a new subsection
titled “Components of NAV” under the section “Description of Our Common Shares,” which subsection includes disclosure
consistent with the Company’s proposed disclosure in its template for future NAV disclosure, attached as Exhibit A to the Company’s
response letter dated June 6, 2016. The Company respectfully notes that since the filing of the Initial Filing, the Company’s Manager
has approved an updated estimated NAV per share of $10.05. Accordingly, the disclosures in the

Morris,
Manning & Martin, LLP

Securities
and Exchange Commission

April
8, 2024

Page
3

“Description
of Our Common Shares – Components of NAV” section in the Amended Filing have been revised to reflect the components of the
most recently approved estimated NAV per share.

Plan
of Distribution, page 144

Comment
No. 5: With respect to the automatic investment program, please disclose whether investors receive a notice prior to each scheduled investment
and whether investors are required to affirmatively consent to each such investment.

Response:
In response to the Staff’s comment, the Company has revised the disclosure in the “Plan of Distribution” section
of the Amended Filing to clarify that, while investors must affirmatively elect to participate in the automatic investment program, once
they have made such election, they are not provided notice prior to each scheduled investment made pursuant to the automatic investment
program and are not required to affirmatively consent to each such investment. As provided in the Initial Filing, investors may terminate
their participation in the automatic investment program at any time by providing notice of such termination to the Company at www.realtymogul.com.

Exhibits

Comment
No. 6: Please file a legal opinion covering the shares being offered by the offering circular.

Response:
In response to the Staff’s comment, the Company has filed with the Amended Filing a legal opinion covering the shares being
offered by the offering circular. The Company has revised the “Part III – Exhibits” section of the Amended Filing to
reflect that the legal opinion has been filed with the Amended Filing.

General

Comment
No. 7: Please disclose in Part I, Item 4, the shares you sold pursuant to the offering statement within the 12 months before the qualification
of this offering statement.

Response:
In response to the Staff’s comment, the Company has revised the disclosure in Part I, Item 4 in the Amended Filing to provide
the above-requested information.

Thank
you for your consideration of the Company’s response to the Staff’s comments. We appreciate your review and assistance. If
you have any questions regarding this response, please do not hesitate to call the undersigned at (404) 504-7744.

    Best
    regards,

    MORRIS,
    MANNING & MARTIN, LLP

    /s/
    Lauren B. Prevost

    Lauren
    B. Prevost

    cc:
    Jilliene Helman