SecProbe.io

November 25, 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
Amendment No. 1 to
Offering Statement on Form 1-A
Filed October 31, 2024
File No. 024-12457
Dear Sean Hsieh:
            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 August  8, 2024 letter.
Amendment No. 1 to Form 1-A filed on October 31, 2024
General
1.We note your response to comment 1 and the deletion in your “Plan of Distribution”
section of when settlement may occur. Please address how often settlement will occur
and when the first settlement will occur with the current offering. We note your
statement in your response that you intend for settlement to occur promptly after the
sale of the investor shares. Please revise your disclosure in the “Plan of Distribution”
section to clarify when you intend for settlement to occur.
We note your response to comment 4. Your prior disclosure in the Form 1-A filed on
July 2, 2024 in Part I Item 6 showed 97,343 Investor Shares issued for $93,449 under
Section 4(a)(2) and Rule 506(c) of Regulation D. Your current disclosure in the Form 2.

November 25, 2024
Page 2
1-AA1 filed October 31, 2024 in Part I Item 6 only shows the 3,974,514 Investor
Shares issued for $3,815,533 under Regulation A, as is noted in Part I Item 4 of that
filing. Please revise Part I Item 6 to reflect the Investor Shares that were issued under
Section 4(a)(2) and Rule 506(c) of Regulation D as previously noted in that section.
Also revise Part I Item 6 to reflect the issuance Investor Shares under Regulation A
which is noted in Part I Item 4. Finally, advise us of the issuance of the common
shares as previously noted in Part I Item 6. Please revise or advise us as appropriate.
3.We note your response to comment 5. In your response you indicate that between
May 13, 2021, and July 2, 2024 (when the current Form 1-A was filed), you sold
under Regulation A Tier 2 13,087,343 Investor Shares for $12,563,847. We also note
your statement that you complied with all the requirements under Regulation A and
indicate that your Offering Circular included detailed information about the company,
investment strategy, financial statements, and the terms of the offering. It appears to
us that you have not updated your offering statement as required by Rule 252(f)(2)(i)
and 252(f)(2)(ii) after your Form 1-A POS filed May 7, 2021, qualified on May 13,
2021. It also appears that the offer and sales of investor shares made after May 13,
2022, appear to not have the required updated financial statements and changed facts
and events after the qualification date of May 13, 2021. Finally, we note that you have
made issuances of at least 3,974,514 Investor Shares for $3,815,533 during the last 12
months under Regulation A. It appears to us that your current offering under
Regulation A (File No. 24-11171, initially qualified on May 21, 2020) should have
terminated on May 21, 2023 since Rule 251(d)(3)(F) indicates “[t]hese securities may
be offered and sold only if not more than three years have elapsed since the initial
qualification date of the offering statement under which they are being offered and
sold; ….” Please advise us whether the company is currently offering any Investor
Shares pursuant to Regulation A. In this regard, we note that the company continues
to file Form 253G2s monthly. Also provide us with the legal and factual basis
underlying the exemption from registration claimed for the issuance of these
securities. We may have further comment.
4.Please advise us of all the sales of Investor Shares, with the number of Investor shares
sold and dollar amounts sold, from May 14, 2022, through May 21, 2023, made under
Regulation A. Also advise us of all the sales of Investor Shares, with the number of
Investor shares sold and dollar amounts sold, from May 22, 2023, through the current
date. Advise us of the last date Investor Shares have been sold under Regulation A.
Offering Summary, page 1
5.Please revise your Offering Summary to address the company’s current portfolio of
commercial real estate, real estate loans and real-estate related securities. We note the
company’s total assets of approximately $8 million as of December 31, 2023 and net
income of approximately $449,000 for the period ended December 31, 2023.
Related Fees Paid by Unaffiliated Third Parties, page 6
We note your response to comment 17. We also note that there are no changes made
in this section reflecting any related fees paid by unaffiliated third parties to your
manager. Please disclose, here and on page 38, the amounts of any related fees paid 6.

November 25, 2024
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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
7.Please indicate the amount of distributions made during the current fiscal year and the
distributions made in the fiscal years ended December 31, 2023 and December 31,
2022. Also indicate the amount of cash distributions made and the amount of
distributions that are made as distributions of Investor Shares for the noted periods.
Monthly NAV Per Investor Share Adjustments, page 10
8.We note your response to comment 19 states that you have included a quantitative
valuation breakdown for the $0.96 computed NAV per investor share. We reissue our
comment as we were unable to locate where you provided the quantitative valuation
breakdown. 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.
Failure to qualify as a REIT would cause us to be taxed as a regular corporation..., page 18
9.We note that the company indicated in the Form 1-A filed on May 13, 2020 (qualified
on May 21, 2020), that you intended to qualify as a REIT for federal income tax
purposes beginning with your taxable year ending December 31, 2020. We also note
that the company has failed to qualify as a REIT for the fiscal years ended
December31, 2020, December31 2021, December31 2022, and December 31, 2023.
Please revise this risk factor to clearly indicate that the company has failed to qualify
as a REIT during the noted time periods along with the resulting impacts on the
company.
Management, Managing-Member of Our Manager, page 34
10.We note your response to comment 28.  Please revise this section to specifically
disclose your management’s business experience over that past five years and include
their dates of employment. Revise to address the principal business conducted by
Matrix Partners, Unlock Venture Partners, Snowball Investments, Talon Private
Capital, Vibrant Cities, Avidian Technologies, and Columbia Pacific Advisors. Please
refer to Item 21 of Form S-11 and Item 401 of Regulation S-K.
Liquidity and Capital Resources, page 50
11.We note that you have “$7,541,629 invested across 18 investments”. Please revise to
briefly indicate what type of real estate properties the company has acquired in its
operations.
Prior Performance Summary, page 55
12.We note your response to comment 34. Please clarify whether your Manager has
operated or managed prior programs with similar investment objectives. See Industry
Guide 5 and Item 7(c) of Form 1-A

November 25, 2024
Page 4
Reinvestment Plan, page 65
13.We note your response to comment 37 and your disclosure regarding the reinvestment
distribution plan. Please revise to clarify how your activities will be done in
compliance with Regulation A; for example, please ensure that your analysis and
disclosure reflects: (i) confirmation that you will provide investors with a hyperlink to
the current offering circular in connection with and at the time of any distribution
reinvestment (refer to Rule 251(d)(1)(iii)); (ii) how you will comply with the
investment limitations and qualifications for purchaser status set forth in Rule
251(d)(2)(i)(C) with respect to any securities purchased through your distribution
reinvestment plan; and (iii) how you will ensure you are eligible to offer and sell
securities pursuant to Regulation A at the time of such sales.
14.Please revise to indicate the amount of the minimum threshold for a financial network
transfer and the amount of the transactions fees associated with the Concreit Platform
if you receive a distribution in cash ("opt-out").
Index to Financial Statements, page F-1
15.Please update your financial statements in an amended filing. Refer to Part F/S of
Regulation A.
Part III Exhibits, page 95
16.We note your response to comment 39 and the filed opinion of Sosnow & Associates
PLLC as to the legality of the securities. Please revise the legal opinion to opine upon
all securities being offered, address the assessability of the investor shares, and
include the date of the opinion. Please also revise the assumptions in paragraph B as
they appear overly broad. For example, we note that you have assumed under
paragraph B(i) “due incorporation or formation … due organization….” See Item 17
(11) and (12) of Form 1-A and Staff Legal Bulletin No. 19 for guidance.
Signatures, page 96
17.Please revise to have the principal financial officer sign the signatures page or revise
to indicate the appropriate capacity on the signatures page.
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Saher Hamideh, Esq.