SecProbe.io

January 17, 2025
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. 2 to
Offering Statement on Form 1-A
Filed December 19, 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 November 25,
2024 letter.
Amendment No. 2 to Form 1-A filed on December 19, 2024
General
We note your response to comment 3. We also note that the company sold 4,795,660
Investor Shares after the 3-year termination of your qualification on May 21, 2023,
through July 2, 2024 (when you stopped selling Investor Shares).  We also note, in
your response to comment 4, that you sold 5,190,800 Investor Shares between May
14, 2022, and May 21, 2023. In total between May 14, 2022, and July 2, 2024, you
sold 9,986,460 Investor Shares for $9,582,027. We note that your initial Form 1-A
was qualified on May 21, 2020, and that you filed a post-qualification amendment
(“PQA”) on May 7, 2021, which was qualified on May 13, 2021. You have not filed a 1.

January 17, 2025
Page 2
PQA at least every 12 months after the initial PQA offering statement qualification
date on May 13, 2021. Securities Act Rule 252(f)(2)(i) requires issuers to file such
PQAs to include the required updated audited financial statements and disclosure at
least every 12 months. Offers and sales cannot be made using a Form 1-A that does
not included updated financial statements. As a result of this lapse in your offering, it
appears that the previously qualified Regulation A offering was terminated. Please
revise your offering statement to add a risk factor that explains these offerings and
describes the risks to the company including those related to potential liabilities to the
company.
2.Please revise to update your information throughout the offering statement to at least
June 30, 2024. We note your statements that “[a]s of May 31, 2024 ,we have issued
and sold 13,542,002 Investor Shares through a registered broker-dealer...” and “[a]s of
May 31, 2024, we have raised $1,864,499 from 24 accredited investors….” We also
note that the information in the Principal Securityholders section, on page 41, is as of
May 1, 2024. The information in that section needs to be as of the most recent
practicable date. Please revise throughout your offering circular as appropriate.
3.Please revise Item 6 in Part I of Form 1-A to briefly state the facts relied upon for the
issuance of the securities under Section 3(b) of the Securities Act of 1933 and
Regulation A, and Section 4(a)(2) of the Securities Act of 1933, and Rule 506(c) of
Regulation D.
Cover page
4.We note your statement that “Investor Shares will be subject to the ownership and
transfer limitations set forth in our second amended and restated limited liability
company agreement.” Please revise to briefly address the ownership and transfer
limitations associated with the Investor Shares.
Distributions, page 7
5.We note your response to comment 7. Please revise your Distribution section to
reflect your response to the comment.
Terms and Conditions of Operating Agreement, page 14
6.We note your statement that “The Operating Agreement will contain highly detailed
terms and conditions, many of which are not described fully (or at all) in this Offering
Circular. In all cases, the Company’s Operating Agreement will supersede this
Offering Circular.” Please revise to indicate that all material terms of the Operating
Agreement are addressed in the Offering Circular including the Description of
Membership Interests and Certain Provisions of Our Operating Agreement section on
page 55.
Management, page 32
We note your response to comment 10 and we reissue our comment. Please revise this
section to specifically disclose your management’s and board member’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 7.

January 17, 2025
Page 3
Partners, Snowball Investments, Talon Private Capital, Vibrant Cities, Avidian
Technologies, and Columbia Pacific Advisors.
Management's Discussion and Analysis of Financial Condition and Results of Operation,
page 49
8.Please revise your Results of Operations along with your Liquidity and Capital
Resources sections to address the financial results and financial condition for and as
of June 30, 2024.
Prior Performance Summary, page 55
9.We note you indicate in your revised disclosure that “[o]ur focus on investing in debt
instruments will emphasize the payment of current returns to investors and
preservation of invested capital as our primary investment objectives. This is unlike
the Prior Program which provides for investment in individual real estate properties
that will be owned by individual series of the Prior Program. Additionally, the
investment objectives of the Prior Program are not consistent with ours in that the
Prior Program also seeks long-term capital appreciation.” Given your revised
disclosure, it appears that the investment objectives of the prior program are not
consistent with the objectives of Concreit Fund I LLC. Please revise to delete your
prior performance summary narrative given that the investment objectives of the prior
program do not have similar investment objectives.
Reinvestment Plan, page 65
10.We note your response to comment 13. We are still considering your disclosure
regarding the reinvestment plan and the bonus program. Please disclose how the
reinvestment plan and the bonus program work. We may have additional comments.
Plan of Distribution, page 90
11.We note your response to comment 1. Please address how long it will take for the
Manager to accept the subscription agreements and thereby accept the investor as a
member. Also clarify when the first settlement will occur with the current offering.
Interim Financial Statements, page F-1
12.We note your response to our prior comment 15 and your revision to your filing to
include interim financial statements as of and for the six months ended June 30, 2024.
With respect to such interim financial statements, please revise the statements of
income, the statements of members' equity and the statements of cash flows to provide
the comparable period of the preceding fiscal year (e.g., to show the activity for the
six months ended June 30, 2023). Reference is made to Rule 8-03 of Regulation S-X.
Part III Exhibits, page 95
Please file an opinion of counsel as to the legality of the securities covered by the
Offering Statement as required by Item 17(12) of Form 1-A, Part III. In this regard,
we note that Exhibit 12.1 does not address all offered securities and is unsigned and
undated and Exhibit 12.2 does not address whether the investor shares will be non-
assessable. Please file a signed and dated legality opinion as to the legality of all 13.

January 17, 2025
Page 4
securities covered by the Offering Statement, indicating whether they will when sold,
be legally issued, fully paid and non-assessable. Please refer to Staff Legal Bulletin 19
for additional guidance.
Signatures, page 96
14.We note the changes made to the Signatures section. Please revise to have the
principal accounting 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.