SecProbe.io

February 26, 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. 3 to
Offering Statement on Form 1-A
Filed January 31, 2025
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 January 17, 2025 letter.
Amendment No. 3 to Form 1-A filed on January 31, 2025
General
We note your response to comment 1 and your statement in the risk factor “Risks
Related to Compliance and Regulation” that “the offers and sales of our Investor
Shares during such period could cause adverse regulatory findings that may affect the
Offering’s qualification.” Revise your risk factor to eliminate all mitigating language.
Clearly explain that the Regulation A exemption may have been unavailable for your
prior offering not only because of the three-year limitation in the Securities Act Rule
251(d)(3)(i)(F) but also in light of the Rule 252(f)(2)(i) requirement that you update
your financial statements after one year.  Disclose the risk that you may be subject to
related claims for rescission or damages if no other Securities Act exemption is 1.

February 26, 2025
Page 2
available for those sales and quantify in the revised risk factor the amount of securities
you sold. Please also revise this risk factor heading to expand on the consequences of
your securities being offered and sold without a possible Securities Act exemption
available for those offers and sales.
2.We note your response to comment 2. We also note that you have presented the
Principal Securityholders section, on page 41, as of June 30, 2024. As previously
requested, the information in the Principal Securityholders section needs to be as of
the most recent practicable date. Please revise as appropriate.
3.We note your response to comment 3 where you state that “Item 6 has been updated”
and that you have revised Item 6 in Part I of Form 1-A to indicate you have not issued
any unregistered securities within the last year. We also note your prior cover page
had indicated as of May 31, 2024, you had issued and sold 13,542,002 investor shares,
in the Form 1-A filed on December 19, 2024, and your revised cover page now
indicates that as of June 30, 2024, you had issued and sold 13,816,713 investor shares.
It appears you have issued and sold at least 274,711 investor shares between May 31,
2024, and June 30, 2024. Please revise Item 6 in Part I of Form 1-A as appropriate.
Cover page
4.We note your response to comment 4. Please revise to briefly address the aggregate
share ownership limit and investor share ownership limit along with other material
ownership or transfer limitations.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 49
5.We note your response to comment 8. We also note that you have deleted the results
of operations and the liquidity and capital resources disclosure for the fiscal years
ended December 31, 2023, and December 31, 2022. Please note that Item 9 in Part II
of Form 1-A requires the company to “Discuss the issuer’s financial condition,
changes in financial condition and results of operations for each year and interim
period for which financial statements are required….” Please revise your disclosures
as required.
Prior Performance Summary, page 55
6.We note your statement that as of June 30, 2024, "we've raised over $12 million
through this public Regulation A offering, bringing in over 10,000 investors through
the Concreit Platform." We note that the amount raised increased from $8.5 million as
of November 1, 2024, in the last filing to $12 million as of June 30, 2024 in this filing.
Please advise us of the Regulation A offering you are referencing and the company
that offered the securities.
Reinvestment Plan, page 65
7.We note your response to comment 10. Please disclose how the reinvestment plan and
the bonus program work. We also note your statement that “[m]ore details on how the
program works can be found on our website at https://www.concreit.com/legal/
instant-earn." We may have additional comments.

February 26, 2025
Page 3
Plan of Distribution, page 90
8.Please clarify when the first settlement will occur with the current offering.
Part III - Exhibits, page 95
9.We note your response to comment 13. Please file a revised 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 12.2 does not address
the $73,082,617 in Investor Shares. Additionally, the opinion 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 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.
Interim Financial Statements, page F-1
10.We note that you revised the statements of financial condition to present a balance
sheet as of June 30, 2024 and a balance sheet as of June 30, 2023. Please revise
your statements of financial condition to present a balance sheet as of the end of your
most recent fiscal quarter (i.e., as of June 30, 2024) and a balance sheet as of the end
of the preceding fiscal year (i.e., as of December 31, 2023) as you previously
presented on page F-1 of Amendment No. 2 to Form 1-A. Please refer to Item 8-03 of
Regulation S-X.
11.We note your response to our prior comment 12 and your revisions to your offering
circular. We note that your statements of members' equity currently presents the
twelve month period ended June 30, 2024 along with the twelve month period ended
June 30, 2023. Please revise your statements of members' equity to reflect the six
month period ended June 30, 2024 along with the six month period ended June 30,
2023 (i.e.., a rollforward from December 31, 2023 to June 30, 2024 along with a
rollforward from December 31, 2022 to June 30, 2023). Additionally, update the
disclosures on F-13 to reflect the updated six-month period information. Please refer
to Item 8-03 of Regulation S-X.
            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.