SecProbe.io

August 2, 2024
Sean Hsieh
Chief Executive Officer of Concreit Inc.
CONCREIT FUND I LLC
1201 3rd Avenue, Suite 2200
Seattle, Washington 98101
Re:CONCREIT FUND I LLC
Offering Statement on Form 1-A
Filed July 2, 2024
File No. 024-12457
Dear Sean Hsieh:
            We have reviewed your 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.
Offering Statement on Form 1-A
General
1.We note your disclosure on page 85 that "[s]ettlement may occur up to 60 days after a
prospective investor submits a subscription agreement." Please tell us how your offering
complies with the prohibition in Rule 251(d)(3) against delayed offerings.
2.Please revise your risk factors section to disclose that the investors will have voting rights
only with respect to certain matters, primarily relating to amendments to your Operating
Agreement that would adversely change the rights of the Investor Shares, and the removal
of Manager for “cause”.
3.Please revise to disclose your historical NAV information. Furthermore, please confirm
that you will disclose NAV information in your future semi-annual and annual reports.
4.We note your response to Item 4 in Part I that you have raised $3,815,533.00 in sales of
securities in qualified offering statements within the prior 12 months. Please revise your
response to Item 6 in Part I to also address those sales of investor shares.
We note your disclosure that as of May 31, 2024, you have issued and sold 13,542,002 5.

August 2, 2024
Page 2
Investor Shares in the amount of $12,999,115. We also note that you filed a 1-A POS on
May 7, 2021, which was qualified on May 13, 2021.  Additionally, we note your Form 1-
K for the fiscal year ended December 31, 2023, indicates that the proceeds from the sale
of investor shares were $4,847,603 in 2023 and $4,408,013 in 2022. We also note your
Form 1-K for the fiscal year ended December 31, 2022, indicates that the proceeds for the
sales of investor shares was $2,687,237 in 2021. Please advise us of all the sales of
Investor Shares made from May 13, 2021, through July 2, 2024, and clarify whether the
sales were made under Regulation A, Regulation D, or other exemptions. Please advise us
of the exemption(s) relied upon for those sales and how you have complied with each
exemption. Please also tell us what information was provided to these investors in
connection with their purchases.
Cover page
6.We note the top right of your cover page states that this is the "Offering Circular
Amendment No. 2 dated June 25, 2024." Please revise, here and elsewhere, to reflect that
this is an offering statement on Form 1-A filed on July 2, 2024.
7.It appears you are attempting to conduct an at the market offering which is not permitted
under Rule 251(d)(3)(ii) of Regulation A. Please revise or advise.
8.We note your disclosure that as of May 31, 2024, you have issued and sold 13,542,002
Investor Shares through a registered broker-dealer, in the amount of $12,999,115. Please
advise us of the amount of Investor Shares that have had been sold within the past 12
months in your Regulation A offering. In this regard, we note your disclosure on page 50
that "[s]ubsequent to December 31, 2023, the Fund has approximately raised an additional
$1,053,289." We also note your response to Item 4 in Part I that you have raised
$3,815,533.00 in sales from qualified offering statements within the prior 12 months.
Revise your total offering amount of “up to $75,000,000 in Investor Shares” to reflect
your prior sales of investor shares sold pursuant to other offering statements within the 12
months before the start of the current offering. See Securities Act Rule 251(a)(2).
9.Please revise your cover page to indicate that the offering will terminate three years from
the qualification date of the offering. See Rule 251(d)(3)(i)(F).
10.We note your disclosure that you "intend to qualify" as a REIT for U.S. federal income
tax purposes. However, your disclosure on pages 62 and 64 seem to indicate that you
intended to qualify as a REIT beginning with the "taxable year ended December 31,
2022." Please revise to clarify whether you have yet elected to be taxed as a REIT. Also
revise to update your disclosures through out the offering statement to reflect the
company's current operations and current status as applicable.
11.We note your statement that you have a "limited operating history." However, it appears
that you have been operating for several years. In this regard, we note that you were
formed on May 24, 2019 and your initial 1-A was qualified on May 21, 2020. Please
update your offering statement to address these events and other important events as
appropriate.
We note that you have included “Proceeds from the Private Placement to Accredited
Investors under Regulation D” and “Proceeds to Us from the Private Placement to our
Sponsor” in your offering table. We do not understand why you have included these 12.

August 2, 2024
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proceeds in your offering table since the offering statement does not cover your
Regulation D private placement offering nor your private placement to your Sponsor.
Please remove both of the private placement proceeds from your offering table on the
cover page.
Table of Contents, page i
13.Please revise to include the page numbers and the hyperlinks to "Properties and
Securities" and "Direct Reinvestment Plan" sections.
Summary, page 1
14.Please revise your disclosure that you are a "recently organized" Delaware limited
liability company. Given your disclosure on page F-8 that you were formed on May 24,
2019, it appears that you were formed more than five years ago. Revise to indicate the
date Concreit Fund I LLC was formed.
Our Organizational Structure, page 3
15.Please revise your organizational structure chart so that the texts are clearly legible.
Management Compensation, page 4
16.To the extent that any management compensation has been awarded, earned or paid,
please revise your tables, here and on page 35, to disclose the amounts of management
compensation. For example, please indicate the amounts of organization and offering
expenses paid by the Manager and the amounts reimbursed to the Manager. We also note
that the company has made four private equity investments and sixteen debt investments
as noted in the Investments section on page 29. It appears to us that the noted fees in the
Management Compensation section, on page 35, have either been awarded to, earned by,
or paid to the Manager in connection with those noted investments. See Item 22 of Form
S-11 and Item 402 of Regulation S-K.
Related Fees Paid by Unaffiliated Third Parties, page 6
17.We note that you were formed more than five years ago on May 24, 2019. Please disclose,
here and on page 38, the amounts of any related fees paid by unaffiliated third parties to
your manager as of the date of this offering statement. If no related fees paid by
unaffiliated third parties have been paid up to the date of the offering statement, then
clearly indicate that in this section.
Distributions, page 7
18.Please revise to clarify when you intend to make the election to be taxed as a REIT.
Valuation and Net Asset Value (NAV) Policies, page 8
19.We note your disclosure that your $0.96 price per share is based on your current net asset
value. Please revise your offering circular to include a quantitative valuation breakdown
(e.g., fair value of equity investments, fair value of loans and participations held for
investment), or tell us how you determined such disclosure is not necessary.
Please provide us, on a supplemental basis, with your template for future NAV 20.

August 2, 2024
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disclosures.
Risk Factors
The Company and its Manager are newly formed entities . . . , page 11
21.We note your disclosure that both you and your manager were formed on May 24, 2019.
Since it has been more than five years since their formations, please revise your disclosure
that the company and your manager are "newly formed entities with no operating history."
By purchasing Investor Shares in this Offering, you are bound by the jury trial waiver provisions .
. ., page 13
22.We note that your Operating Agreement and Subscription Agreement contain jury trial
waiver provisions. Please revise to clearly disclose:
•the risks of the provision or other impacts on shareholders, such as the increased costs
to bring a claim, limited access to information and other imbalances of resources
between the company and shareholders, and discouraging claims or limit
shareholders’ ability to bring a claim in a judicial forum that they find favorable;
•the impact on claims arising under other laws; and
•whether or not the provision applies to purchasers in secondary transactions.
By purchasing Investor Shares in this Offering, you are bound by the arbitration provisions . . . ,
page 14
23.We note your disclosure that your Subscription Agreement contains arbitration
provisions. However, it appears that your Operating Agreement also includes arbitration
provisions. Please revise to state that your Operating Agreement contains arbitration
provisions. Moreover, please revise to clearly disclose:
•the impact on claims arising under other laws; and
•whether or not the provision applies to purchasers in secondary transactions.
We may not be successful in availing ourselves of the Investment Company Act exclusions . . . ,
page 16
24.Please expand your disclosure about the consequences if you were deemed to be an
investment company under the Investment Company Act of 1940. For example, please
disclose that if you were deemed to be an investment company, you would be ineligible to
conduct this offering under Regulation A.
Use of Proceeds, page 28
25.Please revise to indicate the principal purposes for which the net proceeds to the issuer
from the Investor Shares being offered are intended to be used and the approximate
amount intended to be used for each principal purpose. See Item 8 of Form S-11 and Item
504 of Regulation S-K.
26.We note that you have included the net proceeds from your private placements in the Use
of Proceeds section. Please remove the net proceeds from your private placements from
the use of proceeds table or advise us why the private placements should be included in
your Item 504 of Regulation S-K disclosure.

August 2, 2024
Page 5
Management
Managing-Member of Our Manager, page 32
27.We note your disclosure on page 39 that your sponsor's officers acting on behalf of your
manager will have to allocate their time among the company, your sponsor’s business and
other programs and activities in which they are involved. To the extent they are working
part-time, please revise to state approximately the average number of hours per week or
month such person works or is anticipated to work.
28.Please revise to disclose the age of your management team, including the Investment
Advisory Committee. Furthermore, please revise this section to specifically disclose your
management’s business experience over that past five years and include their dates of
employment. Finally, revise to address the principal business of Talon Private Capital,
Vibrant Cities, Avidian Technologies, Columbia Pacific Advisors, Arch River Capital
LLC and Arch River Navigator Fund I LP. Please refer to Item 21 of Form S-11 and Item
401 of Regulation S-K.
29.We note your statements that “the company leverages distributed ledger tech in its
approach to fund and asset management for scale and truth in accounting.” Please revise
to clarify the meaning of your statements.
Principal Securityholders, page 38
30.Revise to indicate the number of directors and executive officers of the Sponsor and
indicate the beneficial ownership of the directors and executive officers of the Sponsor as
a group.
31.Supplementally advise us who are the directors and executive officers of the Sponsor.
Conflicts of Interest and Related Party Transactions, page 39
32.Please revise to address the amount of fees paid to the Manager along with any other
transactions required by Item 404 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
46
33.We note your disclosure in footnote 3 to your table on page F-12. Please tell us and revise
your Management's Discussion and Analysis to disclose if there have been any updates
related to your manager transferring the private equity investment to an affiliate entity. In
addition, your revision should specify if there is any written agreement in place related to
an affiliate transfer for this investment.
Prior Performance Summary, page 50
34.We note your statement that your Manager "has limited operating experience." However,
since it appears that your Manager has been in operation for more than five years, since
May 2019, please revise this section accordingly. If applicable, please
revise disclosure for prior programs with similar investment objectives as required by
Industry Guide 5. See Item 7(c) of Form 1-A.

August 2, 2024
Page 6
Description of Membership Interests and Certain Provisions of Our Operating Agreement
Exclusive Forum Provision, page 54
35.We note that your Operating Agreement states that the Delaware courts or the Federal
courts located in Delaware are the exclusive forums for any controversies or disputes
arising from the Operating Agreement, except as to any disputes or controversies
pertaining to the removal of the Company’s Manager. Please revise to clearly disclose:
•any risks or other impacts on investors, such as increased costs to bring a claim and
that these provisions can discourage claims or limit investors’ ability to bring a claim
in a judicial forum that they find favorable; and
•any uncertainty about enforceability.
Redemption Plan
Amendment or Suspension of the Plan, page 59
36.We note that your manager, "in its sole discretion, may amend or suspend the Redemption
Plan at any time it determines that such amendment or suspension is in the Company’s
best interests." Please revise your risk factors section to disclose this risk.
Reinvestment Plan, page 60
37.We note that your Reinvestment Plan appears to be very similar to an automatic roll-over
plan where the members are automatically reinvested in additional Investor Shares unless
they opt-out of the plan. We continue to consider your Reinvestment Plan and may have
further comments.
Signatures, page 91
38.Please have a majority of the members of the board of directors of Concreit Inc. sign the
offering statement or revise to include those capacities.
Exhibits
39.In an amended filing on Form 1-A, please provide the consent of your independent
auditor related to the financial statements included within your filing. In addition, such
consent should acknowledge the reference to their firm as an expert in accounting and
auditing as disclosed on page 88.
40.Although your index of exhibits indicates that Exhibit 12.1 is "filed [h]erewith," it does
not appear that the exhibit has been filed. Please file Exhibit 12.1 which is the opinion of
Sosnow & Associates PLLC as to the legality of the securities being qualified.
            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. W