SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

SEC Comment Letter 0000000000-24-002153 to Fundrise Development eREIT, LLC (CIK 0001768726)

Fundrise Development eREIT, LLC (CIK 0001768726)
Date: Feb. 26, 2024 · CIK: 0001768726 · Accession: 0000000000-24-002153

AI Filing Summary & Sentiment

File numbers found in text: 024-11873

Date
February 26, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Fundrise Development eREIT, LLC (CIK 0001768726)

Letter

United States securities and exchange commission logo February 26, 2024 Benjamin Miller Chief Executive Officer of Fundrise Advisors, LLC Fundrise Development eREIT, LLC 11 Dupont Circle NW, 9th FL Washington, DC 20036 Re:Fundrise Development eREIT, LLC Post Qualification Amendment No. 3 to Offering Statement on Form 1-A Filed January 30, 2024 File No. 024-11873 Dear Benjamin Miller: 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. 3 to Offering Statement on Form 1-A General 1.We note your response to prior comment 2. We note your disclosure on page 4 that “[s]ubscribers may generally withdraw their subscription prior to settlement, which typically occurs between 3-5 days after the submission of the subscription” and your disclosure on page 129 “[s]ubscriptions will be binding upon investors but will be effective only upon our acceptance.” Please revise your disclosure, where applicable, to reconcile and disclose the details of your process for accepting or rejecting subscriptions, and the mechanics of settlement, including what factors will go into deciding when to settle subscriptions, how you will inform investors of the settlement cycle, and how soon after you make final determination to accept or reject a subscription will that settlement occur.

FirstName LastNameBenjamin Miller Comapany NameFundrise Development eREIT, LLC February 26, 2024 Page 2 FirstName LastName Benjamin Miller Fundrise Development eREIT, LLC February 26, 2024 Page 2

Management Compensation, page 68 2.Please revise to update your management compensation disclosure through the most recently completed fiscal year. Refer to Item 402 of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 117.05. 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 Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Kibum Park at 202-551-6836 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark Schonberger

Show Raw Text
United States securities and exchange commission logo
February 26, 2024
Benjamin Miller
Chief Executive Officer of Fundrise Advisors, LLC
Fundrise Development eREIT, LLC
11 Dupont Circle NW, 9th FL
Washington, DC 20036
Re:Fundrise Development eREIT, LLC
Post Qualification Amendment No. 3 to
Offering Statement on Form 1-A
Filed January 30, 2024
File No. 024-11873
Dear Benjamin Miller:
            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. 3 to Offering Statement on Form 1-A
General
1.We note your response to prior comment 2. We note your disclosure on page 4 that
“[s]ubscribers may generally withdraw their subscription prior to settlement, which
typically occurs between 3-5 days after the submission of the subscription” and your
disclosure on page 129 “[s]ubscriptions will be binding upon investors but will be
effective only upon our acceptance.” Please revise your disclosure, where applicable, to
reconcile and disclose the details of your process for accepting or rejecting subscriptions,
and the mechanics of settlement, including what factors will go into deciding when to
settle subscriptions, how you will inform investors of the settlement cycle, and how soon
after you make final determination to accept or reject a subscription will that settlement
occur.

 FirstName LastNameBenjamin Miller
 Comapany NameFundrise Development eREIT, LLC
 February 26, 2024 Page 2
 FirstName LastName
Benjamin Miller
Fundrise Development eREIT, LLC
February 26, 2024
Page 2

Management Compensation, page 68
2.Please revise to update your management compensation disclosure through the most
recently completed fiscal year. Refer to Item 402 of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 117.05.
            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 Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark Schonberger