SEC Comment Letter 0000000000-23-002533 to Landa App LLC (CIK 0001815103)
Landa App LLC (CIK 0001815103)
Date: March 15, 2023 · CIK: 0001815103 · Accession: 0000000000-23-002533
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File numbers found in text: 024-11953
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United States securities and exchange commission logo
March 15, 2023
Yishai Cohen
Chief Executive Officer
Landa App LLC
6 W. 18th Street, 12th Floor
New York, NY 10011
Re:Landa App LLC
Amendment No. 4 to
Offering Statement on Form 1-A
Filed February 24, 2023
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 [month, day, year] letter.
Amendment No. 4 to Offering Statement on Form 1-A, filed February 24, 2023
Overview to Unaudited Pro Forma Condensed Combined Financial Statements, page F-2
1.We note your response to our comment 4 and your revisions to your filing that interest
expense for each Series would either decrease by up to $3 per $1,000 (assuming the
interest rate of the Refinance Note is at the low end of the range) or increase by no more
than $6 per $1,000 (assuming the interest rate on the Refinance Note is at the high end of
the range). It appears that this assumption is based on your determination that you will
raise the maximum offering amount and repay the acquisition note with such proceeds. In
light of the fact that your offerings are being conducted on a “best efforts” basis, please
tell us how you determined it was appropriate to present this disclosure as if you will
FirstName LastNameYishai Cohen
Comapany NameLanda App LLC
March 15, 2023 Page 2
FirstName LastName
Yishai Cohen
Landa App LLC
March 15, 2023
Page 2
receive the maximum offering amount. Reference is made to Item 11-02 of Regulation S-
X.
2.The above comment not withstanding, please further revise your footnote disclosure to
your pro forma financial information to specifically quantify the range of impact of this
potential interest rate increase on interest expense and net income (loss) for each Series
and in total. In this regard, please disclose the following for each Series and in total:
•Quantify the additional interest expense that each Series would incur if you entered
into the Refinance Note with a rate at the minimum end of the range (i.e. 7%).
•Quantify the additional interest expense that each Series would incur if you entered
into the Refinance Note with a rate at the maximum end of the range (i.e. 10%).
•Quantify what the pro forma net income (loss) would have been if you entered into
the Refinance Note with a rate at the minimum end of the range (i.e. 7%).
•Quantify what the pro forma net income (loss) would have been if you entered into
the Refinance Note with a rate at the maximum end of the range (i.e. 10%).
•Please provide this information for all periods for which you provide pro forma
financial information.
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 Ronald (Ron) E. Alper at 202-551-3329 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Mark Schonberger