SEC Comment Letter 0000000000-24-000769 to ERC Communities 1, Inc. (CIK 0001772602)
ERC Communities 1, Inc. (CIK 0001772602)
Date: Jan. 22, 2024 · CIK: 0001772602 · Accession: 0000000000-24-000769
AI Filing Summary & Sentiment
File numbers found in text: 024-12355
Letter
United States securities and exchange commission logo January 20, 2024 Gerald Ellenburg Chief Executive Officer ERC Communities 1, Inc. 650 East Bloomingdale Avenue Brandon, FL 33511 Re:ERC Communities 1, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed December 22, 2023 File No. 024-12355 Dear Gerald Ellenburg: We have reviewed your amended offering statement 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. Unless we note otherwise, any references to prior comments are to comments in our December 5, 2023 letter. Offering Statement on Form 1-A/A filed on December 22, 2023 Cover page 1.We note your response to comment 5 that “[t]he company anticipates that it will take up to 3 days to determine whether a subscription agreement will be accepted or rejected.” (emphasis added) Please revise to indicate how long the company will take to accept or reject the subscription agreements submitted by the investors. Security Ownership of Management and Certain Securityholders, page 35 2.Please revise your beneficial ownership table to disclose the natural person(s) with dispositive and/or voting power for ERC Home Builders, Inc.
FirstName LastNameGerald Ellenburg Comapany NameERC Communities 1, Inc. January 20, 2024 Page 2 FirstName LastName Gerald Ellenburg ERC Communities 1, Inc. January 20, 2024 Page 2 Index to Exhibits Exhibit 12.1 CrowdCheck Opinion, page 41 3.We note you have increased the offering to 5,000,000 shares of Class A Common Stock. We also note you are incorporating your legality opinion from your offering statement on Form 1-A filed on November 8, 2023. Please revise your legality opinion to cover the 5 million shares of Class A Common Stock. Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Jamie Ostrow
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United States securities and exchange commission logo
January 20, 2024
Gerald Ellenburg
Chief Executive Officer
ERC Communities 1, Inc.
650 East Bloomingdale Avenue
Brandon, FL 33511
Re:ERC Communities 1, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed December 22, 2023
File No. 024-12355
Dear Gerald Ellenburg:
We have reviewed your amended offering statement 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. Unless we note otherwise,
any references to prior comments are to comments in our December 5, 2023 letter.
Offering Statement on Form 1-A/A filed on December 22, 2023
Cover page
1.We note your response to comment 5 that “[t]he company anticipates that it will take up to
3 days to determine whether a subscription agreement will be accepted or rejected.”
(emphasis added) Please revise to indicate how long the company will take to accept or
reject the subscription agreements submitted by the investors.
Security Ownership of Management and Certain Securityholders, page 35
2.Please revise your beneficial ownership table to disclose the natural person(s) with
dispositive and/or voting power for ERC Home Builders, Inc.
FirstName LastNameGerald Ellenburg
Comapany NameERC Communities 1, Inc.
January 20, 2024 Page 2
FirstName LastName
Gerald Ellenburg
ERC Communities 1, Inc.
January 20, 2024
Page 2
Index to Exhibits
Exhibit 12.1 CrowdCheck Opinion, page 41
3.We note you have increased the offering to 5,000,000 shares of Class A Common Stock.
We also note you are incorporating your legality opinion from your offering statement on
Form 1-A filed on November 8, 2023. Please revise your legality opinion to cover the 5
million shares of Class A Common Stock.
Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jamie Ostrow