SecProbe.io

March 12, 2020
Daryl J. Carter
President and Chief Executive Officer
Aspire Real Estate Investors, Inc.
1920 Main Street, Suite 150
Irvine, California 92614
Re:Aspire Real Estate Investors, Inc.
Draft Registration Statement on Form S-11
Filed February 14, 2020
CIK No. 0001800491
Dear Mr. Carter:
            We have reviewed your registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Draft Registration Statement on Form S-11 filed February 14, 2020
General
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Our Acquisition Pipeline, page 6
2.Please provide a brief description of the properties in your acquisition pipeline for which
you have entered into non-binding letters of intent.

 FirstName LastNameDaryl J. Carter
 Comapany NameAspire Real Estate Investors, Inc.
 March 12, 2020 Page 2
 FirstName LastNameDaryl J. Carter
Aspire Real Estate Investors, Inc.
March 12, 2020
Page 2
Our Formation and Operating Structure, page 25
3.Please revise the graphic on page 26 to provide approximate percentages for the public
stockholders and the members of management and affiliates.
Additional Activities of Our Manager; Allocation of Investment Opportunities; Conflicts of
Interest, page 31
4.We note the statement on page 32 that you will have "priority allocation of all investment
opportunities" located in certain Opportunity Zones.  Please advise us where this
provision will be located and whether it could be waived or revised at any time without
stockholder consent.
Capitalization, page 79
5.Please revise to include mortgage notes payable, net in your total capitalization.
Management's Discussion and Analysis, page 84
6.Please revise page 85 to quantify the approximate percentages of your units that are
deemed regulated and "unregulated apartment homes."
Business and Properties, page 98
7.Please expand your disclosure on page 101 regarding the multifamily properties to
provide material information on occupations, the 5-year annual occupancy and rental
amounts, as well as depreciation and tax data. Please see Items 15(a), (c), (e), (g) and (h)
of Form S-11.
8.Please revise to clarify the terms you use, such as stabilized properties and "value add
Non-OZ Investments."  As another example, please explain how you differentiate between
"higher quality affordable and workforce housing assets" and "market-rate assets."
9.We note the significant redevelopment and renovation plans for the properties.  Please
revise to address the anticipated impact on occupancy rates and the expected timeline
from acquisition to renovation to leasing.
Avanath Investment Performance, page 115
10.We note your discussion of Avanath's Investment Performance, internal rates of return
and equity multiples beginning on page 115.  Please clarify the approximate percentage of
Avanath's previous funds that focused on opportunity zones and income-restricted
investments.  When discussing the amount of shareholder returns, please discuss the basis
for the shareholder returns and how such amount was calculated.  Refer to Item 8 of
Industry Guide 5 for guidance.

 FirstName LastNameDaryl J. Carter
 Comapany NameAspire Real Estate Investors, Inc.
 March 12, 2020 Page 3
 FirstName LastNameDaryl J. Carter
Aspire Real Estate Investors, Inc.
March 12, 2020
Page 3
Management, page 127
11.Please revise to clarify the periods during which each of Mr. Sakumoto, Mr. Wilson and
Ms. Guccione was employed by each entity.  Refer to Item 401(e) of Regulation S-K.
12.Please revise to address the specific experience, skills and attributes that led to the
conclusion that a person should serve as a director.  See Item 401(e) of Regulation S-K.
Incentive Fee, page 140
13.We note that your incentive fees are based on thresholds relating to shareholder returns.
Please revise to provide an example of how the incentive fee and base management fee
will be calculated.  Provide quantitative disclosure here or where appropriate of the
incentive and other fees paid for the previous fiscal year.  Please also revise your
disclosure to provide the material risks related to the fee structure.
14.Additionally, please revise Reimbursement of Expenses on page 141 or where appropriate
to clarify whether reimbursements to be paid to your manager will cover salaries or
benefits to be paid to personnel who serve as your executive officers.
Material U.S. Federal Income Tax Consequences, page 168
15.Investors are entitled to rely upon your disclosure regarding material tax consequences;
therefore, please remove any disclaimers regarding your tax disclosure, such as in the final
paragraph on page 168 that the statements should not be construed as tax advice and on
page 190 that the section is for general information only, that in any way state or imply
that investors are not entitled to rely on the tax opinion.  Refer to Section III.D.1 of Staff
Legal Bulletin No. 19.
Financial Statements, page F-1
16.Please update the predecessor financial statements in accordance with Article 8 of
Regulation S-X.
Undertakings, page II-4
17.Please provide the undertakings as required by Item 512(a)(5)(ii) and Item 512(a)(6) of
Regulation S-K.  Item 512(a)(5)(ii) is required for any prospectus filed in reliance on Rule
430C and Item 512(a)(6) is required for any offering that involves an initial distribution of
securities pursuant to Rule 159A.  For guidance, refer to Securities Act Rules Compliance
and Disclosure Interpretation, Question 229.01.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate

 FirstName LastNameDaryl J. Carter
 Comapany NameAspire Real Estate Investors, Inc.
 March 12, 2020 Page 4
 FirstName LastName
Daryl J. Carter
Aspire Real Estate Investors, Inc.
March 12, 2020
Page 4
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related
matters.  Please contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Daniel M. LeBay, Esq.