SecProbe.io

CORRESP
1
filename1.htm

    Lauren
    Burnham Prevost

    May
    16, 2024
    404-504-7744

    lprevost@mmmlaw.com

    VIA
    EDGAR
    www.mmmlaw.com

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

    Offering
    Statement on Form 1-A

    Post-qualification
    Amendment No. 3

    Filed
    April 9, 2024

    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 April 30, 2024 (the “Comment Letter”) regarding the Company’s Post-Qualification Amendment No. 3 to its
Offering Statement on Form 1-A (the “Previous Filing”) filed with the Commission on April 9, 2024 in connection with its
offering of common shares pursuant to Regulation A (the “Offering”). The Company is concurrently filing Post-Qualification
Amendment No. 4 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 Previous
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.

Plan
of Distribution, page 144

Comment
No. 1: We note your response to prior comment 5. We are still considering your disclosure regarding the automatic investment program.

Response:
In response to the Staff’s comment, the Company is undertaking a review of its automatic investment program and will respond
directly to the Staff’s comment, including considerations discussed in a telephone conference between the Staff and counsel to
the Company on May 2, 2024, in a subsequent correspondence addressed to the Staff and, if necessary, in a subsequent amendment to the
Amended Filing.

Phone:
404.233.7000 | www.mmmlaw.com

1600
Atlanta Financial Center | 3343 Peachtree Road, NE | Atlanta, Georgia 30326

Atlanta
• Washington, DC • Raleigh-Durham • Savannah

Morris,
Manning & Martin, LLP

Securities
and Exchange Commission

May
16, 2024

Page
2

Index
to Consolidated Financial Statements of RealtyMogul Income REIT, LLC, page F-1

Comment
No. 2: Please update your financial information pursuant to the instructions and requirements outlined within paragraph (c) of Part F/S
of Form 1-A.

Response:
In response to the Staff’s comment, the Amended Filing includes the above-referenced financial statements.

Exhibits

Comment
No. 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 II.B.3.a in Staff Legal Bulletin No. 19 (CF) dated October 14, 2011, which is available on our website.

Response:
In response to the Staff’s comment, the Amended Filing includes an updated legal opinion reflecting the above-requested revisions.

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