SecProbe.io

Mail Stop 3233
September 8, 2016

Via E -mail
John L. Villano
Chairman, Co -Chief Executive Officer and Chief Financial Officer
Sachem Capital Corp.
23 Laurel Street
Brandford, CT  06405

Re: Sachem Capital Corp.
Draft Registration Statement on Form S-11
Submitted August 12, 2016
  CIK No. 0001682220

Dear Mr. Villano :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 2

 3. We n ote your analysis on page s 8, 26 and 58 regarding why you believe your operations
will permit you to maintain an exemption from registration under the Investment
Company Act of 1940. Please provide us with a detailed analysis of the exemption that
you and your subsidiaries intend to rely on and how your investment strategy will support
that exemption. Please note that we will refer your response to the Division of Investment
Management for further review.

Summary, page 1

Our Competitive Strengths, page 2

4. We note your disclosure that a “significant portion” of your business comes from repeat
customers with whom you have long -standing relationships.  Please revise to quantify the
portion of your business that comes from repeat customers  as well as the porti on of your
business that comes from affiliates .

Leverage Policies/Financing Strategy, page 3

5. We note your disclosure that you do not have a formal policy limiting the amount of debt
you may incur and that your governing documents contain no limitation on the amount of
leverage you may use .  Please revise the summary risk factors to include this information
and disclose your target leverage ratio.

6. We note your disclosure here and on page 43 that since inception through March 31,
2016, your predecessor, Sachem Capital Partners, LLC, raise d $26.5 million of equity
capital from investors, including JJV, LLC, whose principals are Jeffrey Villano and John
Villano, your Co -Chief Executive Officers, taking into account initial and additional
capital contributions.  Please revise your disclosure to break out the amount of equity
capital raised from JJV, LLC .  Please also disclose the  initial and additional capital
contributions  to which you refer .

Summary Risk Factors, page 4

7. Please revise your geographic concentration summary risk factor to quantify your
concentration of loans with underlying properties in Connecticut.

Our Organizatio nal Structure, page 6

8. We note your disclosure that you will enter into an Exchange Agreement with the
members of SCP pursuant to which you will acquire all of the outstanding membership
interests of SCP in exchange for 6,283,237 common shares.  Please rev ise your disclosure
to explain how you va lued the membership interes ts being contributed .

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 3

 9. We note your disclosure that any SCP member who does not sign the Exchange
Agreement will have his , her or its membership interest red eemed for cash.  Please tell us
how many members  will receive cash in lieu of common shares and how that will impact
the number of common shares to be issued.  In addition, please revise to clarify , if true, in
your Summary  section , and throughout the prospectus , that the cash payable to any SCP
member who does not sign the Exchange Agreement  is to be paid using a portion of the
net proceeds of this offering.

10. Please revise to quantify the amount each of SCP’s controlling stockholders and control
persons wi ll receive as a result of the transactions  contemplated by the Exchange
Agreement and the redemptions, if any .

Risk Factors, page 31

11. We note your disclosure that you have elected to avail yourselves of the extended
transition period for adopting new or revised accounting standards available to emerging
growth companies. In accordance with the JOBS Act, please include a statement that th is
election is irrevocable within your amended filing.

12. We further note your disclosure that as a result of this election your financial statements
may not be comparable to companies that comply with public company effective dates. A
similar sta tement should be included in your critical accounting policy disclosures. Please
revise your disclosure in your amended filing.

Selected Historical and Pro Forma Financial Information,  page 38

13. We note from Use of Proceeds section on page 34 that you expect to use portion of the
proceeds to redeem membership interests. In that regard, please clarify your disclosure in
the introductory paragraph whether you give effect to the redemption in the pro forma, as
adjusted column of your pro forma financial information. If not, please explain why not.
Please also provide similar disclosures in the Capitalization section on page 37 and
elsewhere, as applicable, in the filing.

Management ’s Discussion and Analysis , page 4 1

14. Although we note your disclosure on page 42, please revise to more specifically disc uss
the spread between the yield on the  loan portfolio and the cost of financing  and the
reasons for any material  trends  in the spread  or advise .

Our Competitive Strengths, page 5 0

15. We note your disc losure under this heading  regarding the  “history of successful
operations”  of your management and predecessor.   Please revise to disclose some of the

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 4

 key adverse business developments experienced in an effort towards providing investors
with a balanced and  complete overview of your prior performance  or advise.

Our Loan Portfolio, page 53

16. We note that your loans are secured by properties located in Connecticut, Massa chusetts ,
Rhode Island or New York.  Please revise to quantify the number of loans secured by
properties in each state.

17. We note your disclosure on page 53 that a borrower may prepay a loan at any time
beginning three months after the funding date, without premium or penalty.  Please revise
to provide the prepayment rate on your loans or advise.

18. Please revise to disclose the number of loans for which there was an event of default  and
the number of loans in default or advise.  In addition, please revise to clarify the number
of your loans that have exercised extension options.

19. We note your disclosure that as of March 31, 2016, the two largest borrowers accoun ted
for 5.3% and 4.8% of  SCP’s loan portfolio.  We further note your disclosure on page 49
that you will adopt a policy that will limit the maximum amount of any loan you fund to a
single borrower or group of affiliated borrowers to 10% of the aggregate amount of your
loan portfolio.   To the extent a group of affiliate d borrowers account for 5% or more of
SCP’s  loan portfolio, please disclose the specific percentage of SCP’s loan portfolio for
which they account .

20. We note your disclosure that the Bankwell Credit Line contains various covenants and
restrictions including limiting the amount that you can borrow relative to the value of the
underlying collateral, maintaining various financial ratios and limitations on the terms of
loans that you make to your customers.  Although we note the disclosure regarding the
eligibility requirements for an advance on page 55, please revise to provide more detailed
disclosure of any material financial covenants, including quantifying any ratios , or
advise .  In addition, please clarify whether the Exchange Agreement and related
trans action will impact this credit line.

Management, page 61

21. Please disclose the principal business of any corporation or other organization by which
your executive officers were employed during the past five years.  In addition, we no te
your disclosure that “during a business career of more than 25 years, Mr. Villano has
founded and served as the chief executive officer of a number of businesses” and that Mr.
Goldberg “held senior executive positions, including chief financial officer and chief
operating officer, at a number of public companies.  Please expand this disclosure to
identify the businesses to which you refer, and include dates of employment and a

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 5

 description of the business’s industry, or remove.  Please refer to Item 401 o f Regulation
S-K.

Executive Compensation, page 64

Summary Compensation, page 64

22. We note your disclosure that SCP has paid management and other fees to JJV.  Please
revise to disclose the “other fees” that have been paid to JJV.

Unde rwriting, page 99

23. We note that you include a line item in your table on page 99 regarding the non -
accountable expense allowance of 1%.  Please revise to clarify whether the disclosure on
page 100 regarding your agreement to pay the underwriters’ expenses relating to the
offering is the same as the non -accountable expense allowance of 1% or revise
accordingly .

Legal Matters, page 107

24. We note  your disclosure under this heading that upon consummation of this offering, the
partners of Morse, Zelnick, Rose & Lander, LLC  will own, in the aggregate, 80,000
common shares.  Please clarify how Morse, Zelnick, Rose & Lander, LLC will receive
these shares .  If the shares are a  result of a contingent basis, please furnish a brief
statement to that effect.  Please refer t o Item 509 of Regulation S -K.

Notes to Unaudited Pro Forma Financial Statements, page F -22

25. We note your disclosure that the financial  statements presented assume the transactions
were completed on January 1, 2015. Please note that the unaudited pro forma balance
sheet presentation should be presented assuming the transactions were completed on the
date of the latest balance sheet includ ed in the filing. Please revise your presentation
accordingly. Refer to Rule 8 -05 (b) (2) of Regulation S -X.

Pro Forma Statement of Operations on page F -20

26. Please provide pro forma earnings per share data to give effect to the issuance of
6,283,237 common shares to the members of SCP.

Note 2. Unaudited Pro Forma Adjustments, page F -22

27. Please revise your footnote disclosure to clearly explain the assumptions involved. In
instances where multiple adjustments are made to a single fina ncial statement line item,
please separately quantify each adjustment.

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 6

 Part II – Information Not Required in Prospectus

Item 33. Recent Sales of Unregistered Securities, page II -1

28. We note your disclosure on page 69 that prior to this offering you will have 8,533,237
shares of common stock issued and outstanding.  Please revise your disclosure to account
for the 8,533,237 outstanding shares of common stock or advise.  Please refer to  Item 701
of Regulation S -K.

Exhibits

29. Please fill all required exhibits as promptly as possible.  If you are not in a position to file
your legal and tax opinions with the next amendment, please provide draft copies for us
to review.  The draft opinions should be filed on EDGAR as  correspondence.   In addition,
we note you have filed a Form of Exchange Agreement.  Please let us know whether you
will be in a position to file an executed Exchange Agreement prior to effectiveness.

You may contact Becky Chow, Staff Accountant  at 202-551-6524  or Shannon Sobotka,
Staff Accountant  at 202-551-3856  if you have questions regarding comments on the financial
statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney, at 202-551-
3758 or  me at 202-551-3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Stephen Zelnick
 Joel J. Goldschmidt
 Morse, Zelnick, Rose, & Lander, LLP
 Via E -mail