SEC Comment Letter 0000000000-23-013914 to CIM Opportunity Zone Fund, L.P. (CIK 0001765107)
CIM Opportunity Zone Fund, L.P. (CIK 0001765107)
Date: Dec. 20, 2023 · CIK: 0001765107 · Accession: 0000000000-23-013914
AI Filing Summary & Sentiment
File numbers found in text: 000-56544
Letter
United States securities and exchange commission logo December 20, 2023 David Thompson Chief Financial Officer CIM Opportunity Zone Fund, L.P. 4700 Wilshire Boulevard Los Angeles, CA 90010 Re:CIM Opportunity Zone Fund, L.P. Amendment No. 4 to Registration Statement on Form 10 Filed November 6, 2023 File No. 000-56544 Dear David Thompson: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this letter, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 29, 2023 letter. Amendment No. 4 to Registration Statement on Form 10 filed November 6, 2023 Certain Relationships and Related Transactions, page 61 1.We note your response to prior comment 3. Please revise the disclosure in the filing consistent with your response. 2. Summary of Accounting Policies Basis of Presentation, page F-8 2.We have considered your responses in relation to the application of ASC 946. Based on the facts and circumstances outlined within your responses, it is not clear that you have committed to your investors that the business purpose and only substantive activities of the Fund are investing funds solely for capital appreciation, investment income, or both. As such, we cannot agree with the Company's determination that it meets the fundamental characteristics of an investment company under ASC 946. Please amend your filing accordingly.
FirstName LastNameDavid Thompson Comapany NameCIM Opportunity Zone Fund, L.P. December 20, 2023 Page 2 FirstName LastName David Thompson CIM Opportunity Zone Fund, L.P. December 20, 2023 Page 2 Please contact Ameen Hamady at 202-551-3891 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Raphael M. Russo, Esq.
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United States securities and exchange commission logo
December 20, 2023
David Thompson
Chief Financial Officer
CIM Opportunity Zone Fund, L.P.
4700 Wilshire Boulevard
Los Angeles, CA 90010
Re:CIM Opportunity Zone Fund, L.P.
Amendment No. 4 to Registration Statement on Form 10
Filed November 6, 2023
File No. 000-56544
Dear David Thompson:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments. Unless we note otherwise, our references to prior comments
are to comments in our September 29, 2023 letter.
Amendment No. 4 to Registration Statement on Form 10 filed November 6, 2023
Certain Relationships and Related Transactions, page 61
1.We note your response to prior comment 3. Please revise the disclosure in the filing
consistent with your response.
2. Summary of Accounting Policies
Basis of Presentation, page F-8
2.We have considered your responses in relation to the application of ASC 946. Based on
the facts and circumstances outlined within your responses, it is not clear that you have
committed to your investors that the business purpose and only substantive activities of
the Fund are investing funds solely for capital appreciation, investment income, or
both. As such, we cannot agree with the Company's determination that it meets the
fundamental characteristics of an investment company under ASC 946. Please amend
your filing accordingly.
FirstName LastNameDavid Thompson
Comapany NameCIM Opportunity Zone Fund, L.P.
December 20, 2023 Page 2
FirstName LastName
David Thompson
CIM Opportunity Zone Fund, L.P.
December 20, 2023
Page 2
Please contact Ameen Hamady at 202-551-3891 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Raphael M. Russo, Esq.