SecProbe.io

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        Anthony J. Zeoli

        Partner

    Freeborn & Peters LLP

Attorneys at Law

311 South Wacker Drive

Suite 3000

Chicago, IL 60606

(312) 360-6798 direct

(312) 360-6520 fax

azeoli@freeborn.com

www.freeborn.com

March 24, 2020

Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

100 F Street, NE

Washington, D.C. 20549-2977

Attention: Erin E. Martin and Eric Envall

 Re: CERES Coin LLC (CIK No. 0001734118)

Draft Offering Statement on Form 1-A

Response to Inquiry Letter dated March 9, 2020

We are in receipt of
your inquiry letter with respect to the above identified applicant dated March 20, 2020. With respect to your questions provided
therein, as reproduced for ease of reference, please see our respective responses on Exhibit A.

Should you have any
questions regarding this letter or the attachment please do not hesitate to contact me. Alternatively, if your office has no further
questions or comments please let me know and we can publicly file our final offering documents on EDGAR.

Regards,

Anthony Zeoli

Anthony J. Zeoli

(312) 360-6798

azeoli@freeborn.com

 AJZ

EXHIBIT A

INQUIRY RESPONSES

Equity Rights/Voting Rights/Information Rights, page
119

 1. We note your response to comment 3, as well as your proposed revisions to the disclosure
in the offering circular and the Token Rights Agreement and the Coin Rights Agreement. As to the adverse effects proviso you have
proposed to add to the agreements, please further revise the disclosure in the offering circular to explain the following.

 · The criteria that will be used to determine the presence or absence of adverse effect conditions;

 · Who will determine the presence of such criteria; and

 · How that determination will be communicated to investors.

It is our position that the the
respective provided provisions concerning amendments which “adversely affect the rights, obligations or liabilities”
of a security holder reflect industry standard language and should not require further clarification. Similar language is found
in most underlying company organizational documents where any form of class voting is allowed/required without further clarification.
In practice, these provisions are generally enforced after the fact by way of a security holder claim against the Company (and/or
its officers, as applicable) in the event an action was taken without the requisite level of consent.

We would expect the same process
to apply here with respect to any claims made by Token/Coin holders in connection with a particular amendment(s) to the underlying
documents. To provide for any mechanism for determining now what may constitute an adverse condition with respect to an amendment
to be made in the future really is not possible and could only serve to open the Company up to further potential liability (e.g.
in the case the Company selects criteria now which somehow does not cover all future adverse events). These decisions will be
made internally by management on a case-by-case basis in the same manner as any other decision concerning the Company and/or its
security holders. There really should be no difference in the way these decisions are made as the Company, and/or its officers
(as applicable), will ultimately be liable, based on a breach of contract/corporate duty (as applicable) or other claim, in the
event any improper action is judicially found to have been taken.

In addition, please add
new risk factor disclosure to the offering circular to explain the risks to investors posed by the limited voting rights associated
with the coins and the tokens. In doing so, please address the impact of each of the “silence equals approval” provisions
and the “silence equals abstention” provisions. Finally, please add new risk factor disclosure to address the risks
associated with the voting provision for Major Loan Actions, as to which we understand you are proposing to use a “silence
equals approval” standard.

With respect to the foregoing
we have revised Article III, Section 4(F) (“Limited Voting Rights and Control”) of the Offering Circular to read as
follows:

A.           Limited
Voting Rights and Control:

As stated
herein, while the Tokens will represent equity interests of the Company, the rights of the Token holders will be expressly limited
to the specific distribution and voting rights discussed herein. Accordingly, except for the limited instances where the consent
of the Token holders is required,1 the holders of the Tokens will NOT have any vote (or any other say) on any
matter regarding the Company or its Business. As a result, a Token holder will have little to no right to exercise any control
over, or otherwise offer input into, the operation of the Company and/or its Business. It should also be specifically noted as
follows:

 · In connection with any vote related to a Proposed Token Amendment (i.e.
any proposed amendment to the Token Rights Agreement governing the Tokens), to the extent the same does not adversely affects the
rights, obligations or liabilities of the Token holders (as a group and without regard to individual effect), to the extent a Token
holder disapproves of the subject Proposed Token Amendment they must file notice of such disapproval (i.e. cast their vote) within
fifteen (15) days after the date the respective PTA Notice is delivered (or deemed to have been delivered) or they will automatically
be deemed to have approved the subject Proposed Token Amendment and they will have no further right to modify such deemed approval
or otherwise have any further vote or say with respect to the same. Put another way, any failure of a Token holder to timely
and definitively disapprove such a Proposed Token Amendment will actually be considered an approval by such Token holder to the
same (i.e silence equals approval).

 · In connection with any vote related to a Major Loan Action (i.e. certain
major actions related to one or more specific Loans made by the Company), to the extent a Token holder disapproves of the subject
Major Loan Action they must file notice of such disapproval (i.e. cast their vote) within fifteen (15) days after the date the
respective MLA Notice is delivered (or deemed to have been delivered) or they will automatically be deemed to have approved the
subject Proposed Token Amendment and they will have no further right to modify such deemed approval or otherwise have any further
vote or say with respect to the same. Put another way, any failure of a Token holder to timely and definitively disapprove such
a Major Loan Action will actually be considered an approval by such Token holder to the same (i.e silence equals approval).

_____________________________

1 As described in more detail in the “Description
of Tokens - Equity Rights/Voting Rights/Information Rights” section beginning on page 118 hereof.

The
foregoing provisions further materially limit the right of Token holders to exercise any control over, or otherwise offer input
into, the operation of the Company and/or its Business; particularly in the event a particular Token holder is unable, for whatever
reason, to be able to timely file notice of their disapproval with respect to any Proposed Token Amendment and/or Major Loan Action.

As
also stated herein, the Coins will represent a debt obligation of the Company and
thus will NOT entitle the holders thereof to any to any rights as an equity holder of the Company. Further, except for the
limited instances where the consent of the Coin holders is required,2 the holders of the Coins will NOT have
any vote (or any other say) on any matter regarding the Company or its Business. As a result, a Coin holder will have no right
to exercise any control over, or otherwise offer input into, the operation of the Company and/or its Business.

It
should also be specifically noted that in connection with any vote related to a Proposed Coin Amendment (i.e. any proposed amendment
to the Coin Rights Agreement governing the Coins other than those permitted unilateral amendments discussed herein), to the extent
the same does not adversely affects the rights, obligations or liabilities of the Coin holders (as a group and without regard
to individual effect), to the extent a Coin holder disapproves of the subject Proposed Coin Amendment they must file notice of
such disapproval (i.e. cast their vote) within fifteen (15) days after the date the respective PCA Notice is delivered (or deemed
to have been delivered) or they will automatically be deemed to have approved the subject Proposed Coin Amendment and they will
have no further right to modify such deemed approval or otherwise have any further vote or say with respect to the same. Put
another way, any failure of a Coin holder to timely and definitively disapprove such a Proposed Coin Amendment will actually be
considered an approval by such Coin holder to the same (i.e silence equals approval). The foregoing provision further materially
limits the right of Coin holders to exercise any control over, or otherwise offer input into, the operation of the Company and/or
its Business; particularly in the event a particular Coin holder is unable, for whatever reason, to be able to timely file notice
of their disapproval with respect to any Proposed Coin Amendment.

_____________________________

2 As described in more detail in the “Description
of Coins - Equity Rights/Voting Rights/Information Rights” section beginning on page 131 hereof.

Please note, we specifically
did not include any reference to the “silence equals abstention” provisions as we do not feel that there is any material
risk with the failure of a security holder to formally approve/disapprove a particular action being deemed an abstention. This
is essentially what happens with respect to any security holder vote if alternative provisions are not in place (e.g. “silence
equals approval”).