SEC Comment Letter for Compound Projects, LLC (CIK 0001790166) — Dec 15, 2020
Compound Projects, LLC (CIK 0001790166)
Date: Dec. 15, 2020 · CIK: 0001790166 · Accession: 0000000000-20-011963
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File numbers found in text: 024-11133
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United States securities and exchange commission logo
December 15, 2020
Jesse Stein
Chief Financial Officer
Compound Projects, LLC
335 Madison Avenue, 16th Floor
New York, NY 10017
Re:Compound Projects, LLC
Post Qualification Amendment on Form 1-A
Filed November 17, 2020
File No. 024-11133
Dear Ms. Stein:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Post Qualification Amendment on Form 1-A
General
1.Please file an amended and updated Part I to the Form 1-A to include all required
information as of the date of the filing. In this regard, the information required by Item 6
of Part I should include a description of all unregistered securities issued or sold by the
issuer over the last twelve month period since the date of the filing of the most recent
amendment to the Form 1-A. Under paragraph (d) of Item 6 of Part I, provide a more
complete description of the prior exempt offerings undertaken by the issuer over the past
year, including the dates when these past exempt offerings commenced and terminated, as
well as the use of proceeds of each of these exempt offerings.
2.Please tell us whether Compound Projects, LLC, or any affiliated companies, provided the
Open Deal Portal with any securities as compensation for the services Open Deal Portal
FirstName LastNameJesse Stein
Comapany NameCompound Projects, LLC
December 15, 2020 Page 2
FirstName LastName
Jesse Stein
Compound Projects, LLC
December 15, 2020
Page 2
provided to Compound (specifically, in relation to any offerings under section (4)(a)(6) of
the Securities Act). If so, please describe how Open Deal Portal (including its directors,
officers, partners or any other person occupying a similar status or performing a similar
function) has complied with Rule 300(b) under Regulation Crowdfunding for any
subsequent crowdfunding offerings affiliated with Compound.
3.Please identify the services to be provided by Open Deal Portal in relation to the offering.
Please also explain why Open Deal Portal is not required to register as a broker-dealer.
Please contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Paul Levites, Esq.