SEC Comment Letter 0000000000-22-013155 to Landa App LLC (CIK 0001815103)
Landa App LLC (CIK 0001815103)
Date: Dec. 7, 2022 · CIK: 0001815103 · Accession: 0000000000-22-013155
AI Filing Summary & Sentiment
File numbers found in text: 024-11953
Referenced dates: October 6, 2022
Letter
United States securities and exchange commission logo December 6, 2022 Yishai Cohen Chief Executive Officer Landa App LLC 6 W. 18th Street, 12th Floor New York, NY 10011 Re:Landa App LLC Amendment No. 1 to Offering Statement on Form 1-A Filed September 15, 2022 File No. 024-11953 Dear Yishai Cohen: 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. Unless we note otherwise, our references to prior comments are to comments in our September 23, 2022 letter. Response Letter dated October 6, 2022 General 1.In your disclosure provided in response to comment 3, we note you do not quantify currently outstanding amounts of the Refinance Notes or the Acquisition Notes, although there is disclosure noting that "each prior offered series has paid down or otherwise discharged all or a portion of the outstanding balance of its Acquisition Note." If material, please provide quantitative disclosure regarding the outstanding amounts under each of the Refinance and Acquisition Notes.
FirstName LastNameYishai Cohen Comapany NameLanda App LLC December 6, 2022 Page 2 FirstName LastName Yishai Cohen Landa App LLC December 6, 2022 Page 2 2.We note your response to comment 4 indicating that the “free stock” is being paid for by the sponsor. Please provide a detailed description of the mechanics of the free stock program, including whether the sponsor purchases the securities to be issued and the timing and steps involved in distributing the securities. Also advise us how many shares have been issued and the value attributed to them. It appears the Forms 1-A do not address the free stock program. Please revise or advise us why you believe such disclosure is not material. 3.We note your response to comment 5 and ask that you provide updated narrative disclosure for all of the prior 37 series offered, whether open or closed, including in an updated Master Series Table in Appendix A. You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Isabel Rivera at 202-551-3518 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark Schonberger
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United States securities and exchange commission logo
December 6, 2022
Yishai Cohen
Chief Executive Officer
Landa App LLC
6 W. 18th Street, 12th Floor
New York, NY 10011
Re:Landa App LLC
Amendment No. 1 to
Offering Statement on Form 1-A
Filed September 15, 2022
File No. 024-11953
Dear Yishai Cohen:
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. Unless we note
otherwise, our references to prior comments are to comments in our September 23, 2022 letter.
Response Letter dated October 6, 2022
General
1.In your disclosure provided in response to comment 3, we note you do not
quantify currently outstanding amounts of the Refinance Notes or the Acquisition Notes,
although there is disclosure noting that "each prior offered series has paid down or
otherwise discharged all or a portion of the outstanding balance of its Acquisition Note."
If material, please provide quantitative disclosure regarding the outstanding amounts
under each of the Refinance and Acquisition Notes.
FirstName LastNameYishai Cohen
Comapany NameLanda App LLC
December 6, 2022 Page 2
FirstName LastName
Yishai Cohen
Landa App LLC
December 6, 2022
Page 2
2.We note your response to comment 4 indicating that the “free stock” is being paid for by
the sponsor. Please provide a detailed description of the mechanics of the free stock
program, including whether the sponsor purchases the securities to be issued and the
timing and steps involved in distributing the securities. Also advise us how many shares
have been issued and the value attributed to them. It appears the Forms 1-A do not
address the free stock program. Please revise or advise us why you believe such
disclosure is not material.
3.We note your response to comment 5 and ask that you provide updated narrative
disclosure for all of the prior 37 series offered, whether open or closed, including in an
updated Master Series Table in Appendix A.
You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Isabel Rivera at 202-551-3518 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Mark Schonberger