SEC Comment Letter 0000000000-24-008969 to Iroquois Valley Farmland REIT, PBC (CIK 0001706350)
Iroquois Valley Farmland REIT, PBC (CIK 0001706350)
Date: Aug. 6, 2024 · CIK: 0001706350 · Accession: 0000000000-24-008969
AI Filing Summary & Sentiment
File numbers found in text: 024-11881
Letter
August 6, 2024 Chris Zuehlsdorff Chief Executive Officer Iroquois Valley Farmland REIT, PBC 1720 W Division St. Chicago, IL 60622 Re:Iroquois Valley Farmland REIT, PBC Offering Statement on Form 1-A Post-Qualification Amendment No. 4 Filed July 30, 2024 File No. 024-11881 Dear Chris Zuehlsdorff: 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. Post-Qualification Amendment No. 4 to Offering Statement on Form 1-A Management Compensation, page 113 1.We note the revisions made in response to prior comment 2, adding the discretionary bonus equity award in the all other compensation column. However, the issuance of the equity award was a bonus and should be reflected in the bonus column, as required by Item 402(n)(2)(iv) of Regulation S-K. In addition, we note the equity award to Mr. Ambriole that was also included in the all other compensation column. Such award should be included in the stock awards or option awards, depending upon the type of equity, as required by Item 402(n)(2)(v) and (vi). Please revise. Exhibits 2.Please file a revised legal opinion to address the legality of the securities covered by the offering statement and whether they will when sold, be legally issued, fully paid and non- assessable. See Item 17(12) of Form 1-A. Please also revise to add back the consent as required by Item 17(11)(a) of Form 1-A.
August 6, 2024 Page 2 General 3.Please update the offering circular. For instance, we note on page 100 that a number of the lines of credit you have provided have reached the maturity date but the disclosure has not reflected whether these have been repaid or extended. 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 Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Brett Heeger, Esq,
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August 6, 2024
Chris Zuehlsdorff
Chief Executive Officer
Iroquois Valley Farmland REIT, PBC
1720 W Division St.
Chicago, IL 60622
Re:Iroquois Valley Farmland REIT, PBC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 4
Filed July 30, 2024
File No. 024-11881
Dear Chris Zuehlsdorff:
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.
Post-Qualification Amendment No. 4 to Offering Statement on Form 1-A
Management Compensation, page 113
1.We note the revisions made in response to prior comment 2, adding the discretionary
bonus equity award in the all other compensation column. However, the issuance of the
equity award was a bonus and should be reflected in the bonus column, as required by
Item 402(n)(2)(iv) of Regulation S-K. In addition, we note the equity award to Mr.
Ambriole that was also included in the all other compensation column. Such award should
be included in the stock awards or option awards, depending upon the type of equity, as
required by Item 402(n)(2)(v) and (vi). Please revise.
Exhibits
2.Please file a revised legal opinion to address the legality of the securities covered by the
offering statement and whether they will when sold, be legally issued, fully paid and non-
assessable. See Item 17(12) of Form 1-A. Please also revise to add back the consent as
required by Item 17(11)(a) of Form 1-A.
August 6, 2024
Page 2
General
3.Please update the offering circular. For instance, we note on page 100 that a number of the
lines of credit you have provided have reached the maturity date but the disclosure has not
reflected whether these have been repaid or extended.
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 Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Brett Heeger, Esq,