SecProbe.io

March 9, 2020
Charlie Uchill
Board Member and COO
CERES Coin LLC
c/o CM Solutions LLC
39W462 Baert Lane
St. Charles, Illinois 60175
Re:CERES Coin LLC
Amendment No. 4 to Draft Offering Statement on Form 1-A
Submitted February 18, 2020
CIK No. 0001734118
Dear Mr. Uchill:
            We have reviewed your amended draft offering 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 offering statement or publicly filing your offering 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 any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 4 to Draft Offering Statement on Form 1-A
General
1.Regarding the maximum aggregate amount of the Tokens that is being qualified ($30
million) and the maximum aggregate amount of the Coins that is being qualified ($20
million), please confirm that any transaction fees you assess and retain in connection with
sales of the Tokens and Coins (see, e.g., the description of such fees on page 54) will
count against the $30 million and $20 million caps, respectively.

Distribution Rights (Loan Business), page 119
2.We note your response to comment 14 and your revised disclosure.  Please include the
revised distribution rights disclosure throughout the offering circular.  For example, the

 FirstName LastNameCharlie Uchill
 Comapany NameCERES Coin LLC
 March 9, 2020 Page 2
 FirstName LastName
Charlie Uchill
CERES Coin LLC
March 9, 2020
Page 2
summary and financial statements continue to reference the semi-annual distribution time
frame.
Equity Rights/Voting Rights/Information Rights, page 119
3.We note your response to comment 13, as well as the revisions to the Token Rights
Agreement and the Coin Rights Agreement.

•Please remove the provisions in Sections 5 and 11(d) of the Token Rights Agreement
and Section 11(d) of the Coin Rights Agreement that deem as "affirmative
approval" the lack of response from a security holder within ten days of receiving
notice of a covered action.
•Please disclose in the sections of the offering circular that describe the Tokens and
the Coins that amending the terms of the terms of Token Rights Agreement or the
Coin Rights Agreement may, depending on the nature of the change, require you to
file a post-qualification amendment to reflect the change.  Further, please disclose
that if such an amendment constituted a fundamental change in the information in the
offering circular, you would have to suspend sales of the securities until the post-
qualification amendment was qualified.  Please refer to Securities Act Rule
252(f)(2)(ii).  Finally, please include risk factor disclosure to  address any material
risks to your business that could result from the requirement to suspend sales while
you wait for the post-qualification amendment to be qualified.
            You may contact Ben Phippen at (202) 551-3697 or Amit Pande at (202) 551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at (202) 551-3234 or Dieter King at (202) 551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance