Correspondence 0001213900-23-021481 from Landa App LLC (CIK 0001815103)
Landa App LLC (CIK 0001815103)
Date: March 20, 2023 · CIK: 0001815103 · Accession: 0001213900-23-021481
AI Filing Summary & Sentiment
File numbers found in text: 024-11953
Letter
VIA EDGAR Division of Corporation Finance – Office of Real Estate & Construction Amendment No, 4 to Offering Statement on Form 1-A Filed February 24, 2023 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 March 15, 2023 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form 1-A filed as Amendment No. 4 with the Commission on February 24, 2023 (the “Offering Statement”). 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 as Amendment No. 5 (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 comments have been reproduced in bold italics herein with responses immediately following each 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.
Amendment No, 4 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 receive the maximum offering amount. Reference is made to Item 11-02 of Regulation S-X.
Response to Comment No.
Following discussions with the Staff, the Company has determined to eliminate the assumption that it will raise the maximum offering amount. Rather, the Company has included in the Amended Offering Statement a revised table in Note C that reflects the impact on income(loss) for each Series in the following manner: (i) alternative interest rates for the Refinance Notes assuming a principal amount approximately equal to a 65% loan to value ratio and (ii) a remaining Acquisition Note with respect to a principal balance approximately equal to a 35% loan to value ratio of 4.5% per annum.
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.
Response to Comment No.
In response to the Staff’s comment, the Company has revised the Amended Offering Statement’s Note C disclosure to the pro forma financial information to specifically quantify the range of impact as requested by the Staff.
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
Show Raw Text
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
March 20, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance – Office of Real Estate &
Construction
100 F Street, N.E.
Washington, D.C. 20549-3010
Re:
Landa App LLC
Amendment No, 4 to
Offering Statement on Form 1-A
Filed February 24, 2023
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 March 15, 2023 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form 1-A
filed as Amendment No. 4 with the Commission on February 24, 2023 (the “Offering Statement”).
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 as Amendment No. 5 (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
comments have been reproduced in bold italics herein with responses immediately following each 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.
Amendment No, 4 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 receive the maximum offering amount. Reference is made to Item 11-02 of Regulation S-X.
Response to Comment No.
1
Following discussions with
the Staff, the Company has determined to eliminate the assumption that it will raise the maximum offering amount. Rather, the Company
has included in the Amended Offering Statement a revised table in Note C that reflects the impact on income(loss) for each Series in the
following manner: (i) alternative interest rates for the Refinance Notes assuming a principal amount approximately equal to a 65%
loan to value ratio and (ii) a remaining Acquisition Note with respect to a principal balance approximately equal to a 35% loan to value
ratio of 4.5% per annum.
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.
Response to Comment No.
2
In response to the Staff’s
comment, the Company has revised the Amended Offering Statement’s Note C disclosure to the pro forma financial information to specifically
quantify the range of impact as requested by the Staff.
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