SecProbe.io

CORRESP
1
filename1.htm

    Goodwin Procter LLP

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

    goodwinlaw.com

    +1 212 813 8800

December 21, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance – Office of Real Estate &
Commodities

100 F Street, N.E.

Washington, D.C. 20549-3010

    Re:

    Landa App LLC

    Amendment No. 1 to

    Offering Statement on Form 1-A

    Filed September 15, 2022

    File No. 024-11953

Dear Staff of the Division of Corporation Finance:

This letter is submitted on
behalf of Landa App LLC (the “Company”) in response to a comment letter from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated December 6, 2022 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form
1-A/A filed with the Commission on September 15, 2022 (the “Offering Statement”) and the Company’s response
letter dated October 6, 2022 (the “October Response Letter”). The response provided is based upon information
provided to Goodwin Procter LLP by the Company. The Company is concurrently filing an amended Offering Statement on Form 1-A/A (the “Amended
Offering Statement’’), which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s
comment has been reproduced in bold italics herein with responses immediately following the comment. Unless otherwise indicated, page
references in the Staff’s comments refer to the Offering Statement, and page references in the responses refer to the Amended Offering
Statement. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Offering Statement.

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.

Response to Comment No.
1

As noted in the October Response
Letter, the Amended Offering Statement now includes a revised Master Series Table in Appendix A that reflects the repayment status
of each Acquisition Note and Refinance Note for both the Series being offered pursuant to the Amended Offering Statement as well as all
prior series offered by the Company.

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.

Response to Comment No.
2

For convenience, we have divided
the Staff’s comments into 3 sections and are responding to each below:

 ● 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.

With respect to the Staff’s
request for more detailed information regarding the “free stock” programs, please see the program terms attached to this letter
as Exhibit A, which includes all the details of each of the three programs that have been offered by the sponsor: Referral Reward
Program and the now-expired New Investor Program and “Black Friday” (a/k/a “Cyber Monday” and “Multifamily
Residence”) Programs.

    2

In brief, under the remaining
program, the sponsor funds the purchase of one Share that is chosen for each new investor and/or referring investor, as applicable, from
the current Share inventory of a Series and the Company deposits such Share into the respective investor’s account. The investors
may not choose their free Share, are provided the opportunity to view the offering circular for such Share, and can opt out of receiving
the free Share. Upon a new investor completing the onboarding process (including full AML/KYC checks) and connecting his/her bank account
with Landa, and after such new investor’s account has been approved, the new investor and/or the referring investor are entitled
to receive their free Share. New investors need not actually invest in any Series to receive their free Share; they only need to successfully
open an account and connect their bank account.

 ● Also advise us how many shares have been
issued and the value attributed to them.

As of the date of this letter,
the sponsor has funded, and the Company has issued, 16,552 free Shares with an aggregate value of $83,366.70 in connection with the “free
stock” programs. In addition the sponsor has funded 2,132 free Shares with an aggregate value of $17,855 in Landa App 2 LLC (“Landa
2”), and 15,059 free Shares with an aggregate value of $111,099 in Landa App 3 LLC (“Landa 3”).

 ● 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.

As noted in the October Response
Letter, the “free stock” is being issued by the Company pursuant to one or more of the Company’s (and Landa 2’s
and Landa 3’s) qualified Offering Statements (and are part of the $75 million limitation on Shares that may be issued in any rolling
12-month period). Given that the “free stock” is being paid for by the sponsor and, therefore, no Series is receiving any
less proceeds from its offering than it would if an investor paid for the Shares itself, we respectfully submit that the “free stock”
programs are not material to an investor’s decision whether to invest in any particular Series. In addition, the “free stock”
programs are not part of the Company’s offering given that the sponsor may determine from time to time not to offer the “free
stock” programs and they are subject to change at the sponsor’s discretion.

Despite the Company’s
belief that these programs are not material to a Series, the Company has revised the disclosure under “Plan of Distribution”
to note that the sponsor may from time to time offer incentives, such as the “free stock” programs, to investors in the form
of “free” Shares that will be issued by a Series to investors and paid for by the sponsor such that a Series will continue
to receive its full offering proceeds.

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.

Response to Comment No.
3

In addition to the revisions
noted in the response to Comment No. 1, the Company has also revised the Master Series Table to include information related to all of
the Company’s prior series. In addition, Appendix B in the Amended Offering Statement has been revised to incorporate by
reference with a live link to the narrative property information that was included in the offering statement pursuant to which the prior
series were offered  .

* * * * *

    3

If
you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not
hesitate to contact me at (212) 813-8842.

    Sincerely,

    /s/ Mark Schonberger

    Mark Schonberger

cc: Via E-mail

Yishai Cohen, Chief Executive Officer

Charles Tomlinson, Head of Accounting

Landa Holdings, Inc.

Farnell Morisset, Esq.

Patrick Wilson, Esq.

Goodwin Procter LLP

    4

Exhibit A

Program Terms

[see attached]

    5

LANDA

New Investor Free Share Program

Last Updated: December
2021

How do I enroll in the New Investor Free Share Program
(the “Program”)?

Enrolling is easy. All you have to do is:

 1) Download the Landa Mobile App.

 2) Create your Landa Account.

 3) Complete the onboarding process.

 4) Fund your Landa Account.

Once your Landa Account is approved and funded, we will deposit
a series’ share (“Free Share”) directly into your Landa Account!

You’ll be able to keep your Free Share or sell it once
secondary trading opens.

Who is eligible?

This Program is only valid for U.S. residents above the
age of 18 years old who have not previously funded a Landa Account on the Landa Mobile App.

Do I get to choose my Free Share?

Unfortunately, no. Your Free Share will be chosen at random
from our inventory of available shares. Because the Free Share is chosen randomly, you may not receive the same share as others.

When will I receive my Free Share?

Your Free Share will be granted once we have confirmed that
you successfully completed the onboarding process and funded your Landa Account in the Landa Mobile App.

Is there a minimum amount that I need to initially deposit
in my Landa Account in order to receive my Free Share?

Not at all.

Is the Free Share retroactive?

Unfortunately, we cannot give retroactive credit for sign-ups.

Legal Stuff

Offer only valid for
selected individuals who have not previously funded a Landa Account accessible in the Landa Mobile App. Landa reserves the right to
change the offer terms or terminate the Program at any time without notice. The Program is not transferable, saleable, or valid in
conjunction with other offers and is only available to U.S. residents over the age of 18. Employees, contractors, or persons
similarly associated with Landa or a Landa affiliate; members of their household; and employees of any securities regulatory
organization or exchange are not eligible. Landa may decline requests to enroll in the Program at its discretion.

    6

The Program is only available for personal use and may
not be used for commercial purposes. Landa cannot provide information about someone else’s account or application status. Other
restrictions may apply.

Investing in securities involves risks, and there is always
the potential of losing money when you invest in securities. Before investing, consider your investment objectives and all applicable
charges and expenses. Nothing in this material should be construed as investment or tax advice, or a solicitation or offer, or a recommendation
to buy or sell any security. Consult with your tax advisor about the appropriate tax treatment for this offer and any tax implications
associated with receipt of a Free Share before enrolling. Neither Landa Holdings, Inc., nor any of its subsidiaries, affiliates, directors,
officers or employees take responsibility for any tax related to this share bonus.

By accepting these terms and conditions
and participating in the Program you acknowledge certain information so that we can ensure your eligibility. Specifically, you represent
to us that while you may receive Free Share, you are not being compensated for soliciting or recommending an investment in series offerings,
and in addition:

 1. You are not otherwise in the investment advisory or brokerage business (or, if
you are, then your job function is not related the Program or to the financial management of your friend(s)’ assets), and you will not
provide investment advice to any individual in connection with the Program.

 2. You are not a government entity, or an agent of such entity acting on its behalf.

 3. You will comply with the requirements for the Program described here, and any securities
laws that may apply.

 4. You don’t have any SEC orders issued against you under section 203(f) of the Investment
Advisers Act of 1940 (the “Act”) or otherwise; have not been convicted of a felony or misdemeanor involving any securities law
violation, including any conviction within the previous ten years of any felony or misdemeanor involving conduct described in section
203(e)(2)(A) through (D) of the Act; have not been found by the SEC to have engaged, or have been convicted of engaging, in any of the
conduct specified in paragraphs (1), (5) or (6) of section 203(e) of the Act, and you are not subject to any order, judgment or decree
described in section 203(e)(4) of the Act. Please see Section 203 of the Act available here: https://www.govinfo.gov/content/pkg/COMPS-1878/pdf/COMPS-1878.pdf

 5. We may conduct due diligence on you to confirm any of the above information.

 6. You will promptly notify us if any of items(1) through (5) above change.

Landa Holdings, Inc., through its
various affiliates and subsidiaries, including, but not limited to, Landa App LLC and Landa App 2 LLC, is conducting a public offering
of securities pursuant to Regulation A under the Securities Act of 1933, as amended. Securities will be offered through the Landa Mobile
App.

You may obtain a copy of the offering circular
that is part of that offering statement available here.

    7

LANDA

REFERRAL
PROGRAM

TERMS
AND CONDITIONS

Share
the wealth and invite your friends and family to invest on the Landa Mobile App through the Landa Referral Program. As soon as your referred
person signs up, completes the onboarding process, and
connects their bank to their new Landa Account, we will deposit either (i) one (1) free share (“Referral Share”) into both
your and your referred person’s Landa Account or (ii) a cash referral reward (“Referral Cash” and together with the
Referral Share, the “Referral Reward”) that you can use towards investing.

Each
Referral Share represents a membership interest in a series limited liability company (“Series”) and is being offered pursuant
to Regulation A under the Securities Act of 1933.

PLEASE
REVIEW THE APPLICABLE OFFERING CIRCULAR FOR MORE INFORMATION. YOU MAY OBTAIN A COPY OF THE OFFERING CIRCULAR, AVAILABLE HERE.

The
cash amount paid under the Referral Cash will be subject to our sole discretion.

WE
RESERVE THE RIGHT TO CANCEL YOUR REFERRAL REWARD IF WE DETERMINE THAT YOU ENGAGED IN ANY FRAUDULENT BEHAVIOR IN CONNECTION WITH YOUR
LANDA ACCOUNT.

FOR
REFERRING PERSON

How
do I participate in the Landa Referral Program?

Enrolling
is easy. All you have to do is:

 1. You
                                            share the referral link.

 2. Your
                                            referred person clicks the link and enters the
                                            provided referral code on the referral page.

 3. Your
                                            referred person creates a profile, completes
                                            the onboarding process and connects their bank account.

 4. Once
                                            your referred person’s bank account is connected
                                            to their Landa Account, both of you will receive a notification regarding the Referral Reward
                                            (and in the case of Referral Shares, a link to the offering circular filed in connection
                                            with the applicable Referral Share).

 5. If
                                            applicable, choose whether you wish to accept or decline your Referral Reward.

FOR
REFFERED PERSON

How
do I participate in the Landa Referral Program?

Enrolling
is easy. All you have to do is:

 1. Click
                                            on the referral link provided to you.

 2. Create
                                            a profile, complete the onboarding process and connect your bank to your Landa
                                            Account.

 3. Once
                                            your bank account is connected to your Landa Account, you will receive a notification regarding