Correspondence 0001731122-24-002005 from CONCREIT FUND I LLC (CIK 0001781324)
CONCREIT FUND I LLC (CIK 0001781324)
Date: Dec. 19, 2024 · CIK: 0001781324 · Accession: 0001731122-24-002005
AI Filing Summary & Sentiment
File numbers found in text: 024-12457
Referenced dates: November 25, 2024
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CORRESP
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filename1.htm
Division of Corporation Finance
Via Edgar
Office of Real Estate & Construction
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
December 18, 2024
Re: Concreit Fund I LLC
Offering Statement on Form 1-A
Filed October 31, 2024
File No. 024-12457
Dear Sir or Madam:
This letter is submitted on behalf
of Concreit Fund I LLC (the “Company”) in response to comments from the staff of the Division of Corporation Finance, Office
of Real Estate & Construction (the “Staff”) of the Securities & Exchange Commission (the “Commission”)
in a letter dated November 25, 2024 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form
1-A (File No. 024-12457) submitted for review pursuant to Regulation A under the Securities Act of 1933, as filed, to the Commission on
July 2, 2024. The responses provided are based upon information provided by the Company. Each line item below corresponds to the comment
number in your letter, followed by our response:
Amendment No 1. to Form 1-A filed on October 31,
2024
1.
Comment:
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.
Response:
Thank you for your comment regarding the settlement timing
in our "Plan of Distribution" section. We appreciate the opportunity to provide clarity on this matter.
We have revised the "Plan of Distribution" section to include more specific information about our settlement timing.
This revision reflects our actual practices more accurately while still allowing for exceptional cases that may require additional time. We believe this approach provides investors with a clear understanding of our typical settlement timeframe while maintaining flexibility for unusual circumstances.
We remain committed to efficient operations and transparency with our investors, and we believe this revised disclosure achieves both objectives.
2.
Comment:
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 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.
Response:
We have revised Part I Item 6 to represent the amounts raised in both offerings under Regulation A and Rule 506(c) of Regulation D. We apologize about the confusion that arose in the comment 12 of the original response letter dated on August 2, 2024 from the Comission which we interpreted as removing amounts and references to the Regulation D offering in our Regulation A documents. Given the amount of time that has lapsed since we initially filed in July, we have updated the numbers included and are now up to date as of this response date.
The issuance of common shares has been updated to reflect the correct name of the shares, which is also listed in Part 1 Item 6.
Date
Range
Offering
Type
Investor
Shares
Amount
December 18, 2023 - December 18, 2024
Regulation A+ Tier 2
1,997
,274
$ 1,91
7,383
December 18, 2023 - December 18, 2024
Regulation D
1,121
,036
$ 1,07
6,195
3
Comment:
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.
Response:
The
Company is not currently selling Investor Shares pursuant to Regulation A. The Company immediately stopped selling Investor Shares
as of July 2, 2024, when it received the SEC’s initial response to the Form 1A-POS filing on July 2, 2024. The Company was
relying on Sosnow & Associates PLLC after its initial qualification on May 13, 2020 for all regulatory and compliance guidance.
The Company was never instructed by Sosnow & Associates PLLC it needed to file a request for requalification within 3 years of
its initial qualification and had been relying on maintaining its filing scheduling with its current legal council, Geraci LLP given
the transition of law firms. The Company takes compliance very seriously and never intended to violate Rule 251(d)(3)(F). In furtherance
of always trying to adhere to all regulatory requirements, the Company continued to file Form 253G2s post July 2, 2024, the date
it halted the sale of all Investor Shares, given the Company continued to operate and pay out monthly distributions to its then-current
Investors.
The
Company acknowledges the gap of time between the termination of its qualification on May 21, 2023 and July 2, 2024 when it immediately
halted the sale of its Offering. The Company takes the matter seriously and has
since changed law firms and hired an internal head of Compliance along with building an internal compliance team to ensure all SEC
regulatory mandates are adhered to. Given this Offering does not have any redemption penalties
or lock-up periods, there is no fees that could be waived for those investors that purchased Investor Shares post May 13, 2023. In-fact,
there were 4,795,660 Investor Shares purchased between May 21, 2023 and July 2, 2024. All of these Investor Shares have had only
positive returns with no change in NAV per share along with the consistent weekly dividends. Any of the Investors that purchased
Investor Shares post May 21, 2023, have had the capacity to redeem their Investor Shares per the terms of the offerings redemption
plan.
In
the spirit of transparency, if the Staff deems necessary, we can send a communication to all investors who purchased Investor Shares
post May 13, 2023 notifying them that their purchase of the Investor Shares was after qualification was inadvertently terminated
and to offer a recision or redemption. That being said, we would like the Staff to note that the Company continued to file 252G2s,
1-SAs and 1-Ks updating the public of all substantive changes to the Offering. We respectfully request the Staff to consider the
Company’s inadvertent mistake, its remedial efforts of creating an internal Head of Compliance position, replacing Sosnow &
Associates PLLC with Geracil LLC, and if requested by the Staff, sending a letter to Investors who purchased Investor Shares post
May 31, 2023 notifying them of such incident.
4
Comment:
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.
Response:
Thank you for your inquiry
regarding the sales of Investor Shares. I have reviewed our records and compiled the requested information. Please find below a detailed
breakdown of the Investor Share sales for the specified periods. Please note that the numbers provided are inclusive of reinvested distributions.
Date Range
# of Investor Shares
Amount
May 14, 2022 - May 21, 2023
5,190,800
$
4,978,193
May 22, 2023 - December 18, 2024
4,795,660
$
4,603,834
Offering Summary, page 1
5.
Comment:
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.
Response:
Thank
you for your comment regarding the Offering Summary as we appreciate your guidance and the opportunity to provide more comprehensive
information to potential investors. In response to your request, we have added a Portfolio Overview section with a break-down of
the assets held. We have also updated and expanded the details in our “Mortgages, Properties and Investments” section.
We currently do not hold any commercial real estate properties or residential real estate equity assets.
We
believe these additions to the Offering Summary will provide potential investors with a clearer understanding of our current portfolio
asset composition.
Related Fees Paid by Unaffiliated Third Parties,
page 6
6.
Comment:
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 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.
Response:
Thank
you for your follow-up comment regarding our response to the previous comment 17 and the disclosure of related fees paid by unaffiliated
third parties to our manager. We appreciate your thorough review and the opportunity to provide further clarification on this matter.
Upon
careful consideration of your comment, we acknowledge that our previous response and the offering statement did not adequately address
the issue of related fees paid by unaffiliated third parties. To address this oversight and ensure full transparency, we have added
sections on page 6 and 41 to disclose related fees paid by unaffiliated third parties.
Distributions, page 7
7.
Comment:
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.
Response:
Thank you for your inquiry
regarding the distributions made by our company. I appreciate the opportunity to provide you with the requested information concerning
our distribution history. In response to your request, I have compiled the summary below.
The information you‘ve
requested includes both cash distributions and distributions made in the form of Investor Shares. I have carefully reviewed our financial
records to ensure accuracy in reporting these figures. Please find below a detailed breakdown of the distributions for the specified
periods. The table includes the total amount of distributions made, separated into distributions of Investor Shares and cash distributions
for each fiscal year requested.
Fiscal
Year
Total
Distributions
Reinvested
Distributions
Cash
Distributions
1/1/2024 - 10/31/2024
$ 444,451
$ 273,524
—
1/1/2023 - 12/31/2023
$ 447,659
$ 447,659
—
1/1/2022 - 12/31/2022
$ 273,855
$ 273,855
—
1/1/2021 - 12/31/2021
$ 128,928
$ 128,794
$ 134
Monthly NAV Per Investor Share Adjustments, page
10
8.
Comment:
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.
Response:
Thank you for your follow-up
comment regarding our response to comment 19 concerning the quantitative valuation breakdown for the $0.96 computed NAV per investor
share. We appreciate your thorough review and the opportunity to provide further clarification on this matter.
Upon careful re-examination
of our previous submission, we have added a table on page 53 under “Monthly Pricing Supplement” that we believe will address
the need to provide a quantitative breakdown of the NAV per share and our methodology for calculating this.This breakdown is referenced
in the beginning of our Offering Circular under “Monthly NAV Per Investor Share Adjustments,” which was on page 10.
Failure to qualify as REIT would cause us to be
taxed as a regular corporation, page 18
9.
Comment: 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 December 31, 2020, December 31, 2021, December 31, 2022, and December