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SEC Comment Letter 0000000000-24-006877 to Park View OZ REIT Inc (PVOZ) (CIK 0001824204) (PVOZ)

Park View OZ REIT Inc (PVOZ) (CIK 0001824204)
Date: June 14, 2024 · CIK: 0001824204 · Accession: 0000000000-24-006877

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File numbers found in text: 024-12437

Date
June 14, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Park View OZ REIT Inc (PVOZ) (CIK 0001824204)

Letter

United States securities and exchange commission logo June 14, 2024 Michael Kelley Chief Executive Officer Park View OZ REIT, Inc One Beacon Street, 32nd Floor Boston, MA 02108 Re:Park View OZ REIT, Inc Offering Statement on Form 1-A Filed May 20, 2024 File No. 024-12437 Dear Michael Kelley: We have reviewed your offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Offering Statement on Form 1-A filed May 20, 2024 Estimated Use of Proceeds, page 51 1.Please disclose your intended use of proceeds assuming the sale of 25%, 50%, 75% and 100% of the offering. Description of Business and Properties, page 51 2.Please describe the material terms of your two purchase agreements for the acquisition of the properties and file these agreements as exhibits. See Item 17.6 of Form 1-A. 3.We note on page F-4 that the company received $7,973 in rental income for the year ended 2023. Please describe the material terms of your rent agreements.

FirstName LastNameMichael Kelley Comapany NamePark View OZ REIT, Inc June 14, 2024 Page 2 FirstName LastName Michael Kelley Park View OZ REIT, Inc June 14, 2024 Page 2 Executive Officers and Directors, page 61 4.Please provide the business experience during the past five years of each executive officer, including his or her principal occupations and employment during that period and the name and principal business of any corporation or other organization in which such occupations and employment were carried on. See Item 10(c) of Form 1-A. Management Compensation, page 63 5.For each form of compensation, please disclose the dollar amount paid for the year ended 2023. Principal Stockholders, page 64 6.Please include the address for your greater than 10% beneficial owners. See Item 12(b) of Form 1-A. Plan of Operation, page 71 7.Under NAV Per Share Adjustments, please revise to reflect that you will file a post- qualification amendment when you update your pricing from $100 per share. See Rule 252(f)(2)(ii) of Regulation A. Signatures, page 123 8.Please reflect that the offering circular has also been signed by the principal accounting officer and a majority of the board. See Instructions to Signatures in Form 1-A. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. 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. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report.

FirstName LastNameMichael Kelley Comapany NamePark View OZ REIT, Inc June 14, 2024 Page 3 FirstName LastName Michael Kelley Park View OZ REIT, Inc June 14, 2024 Page 3 Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you have questions regarding the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Victoria (Tory) Bantz

Show Raw Text
United States securities and exchange commission logo
June 14, 2024
Michael Kelley
Chief Executive Officer
Park View OZ REIT, Inc
One Beacon Street, 32nd Floor
Boston, MA 02108
Re:Park View OZ REIT, Inc
Offering Statement on Form 1-A
Filed May 20, 2024
File No. 024-12437
Dear Michael Kelley:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Offering Statement on Form 1-A filed May 20, 2024
Estimated Use of Proceeds, page 51
1.Please disclose your intended use of proceeds assuming the sale of 25%, 50%, 75% and
100% of the offering.
Description of Business and Properties, page 51
2.Please describe the material terms of your two purchase agreements for the acquisition of
the properties and file these agreements as exhibits. See Item 17.6 of Form 1-A.
3.We note on page F-4 that the company received $7,973 in rental income for the year
ended 2023. Please describe the material terms of your rent agreements.

 FirstName LastNameMichael  Kelley
 Comapany NamePark View OZ REIT, Inc
 June 14, 2024 Page 2
 FirstName LastName
Michael  Kelley
Park View OZ REIT, Inc
June 14, 2024
Page 2
Executive Officers and Directors, page 61
4.Please provide the business experience during the past five years of each executive
officer, including his or her principal occupations and employment during that period and
the name and principal business of any corporation or other organization in which such
occupations and employment were carried on. See Item 10(c) of Form 1-A.
Management Compensation, page 63
5.For each form of compensation, please disclose the dollar amount paid for the year ended
2023.
Principal Stockholders, page 64
6.Please include the address for your greater than 10% beneficial owners. See Item 12(b) of
Form 1-A.
Plan of Operation, page 71
7.Under NAV Per Share Adjustments, please revise to reflect that you will file a post-
qualification amendment when you update your pricing from $100 per share. See Rule
252(f)(2)(ii) of Regulation A.
Signatures, page 123
8.Please reflect that the offering circular has also been signed by the principal accounting
officer and a majority of the board. See Instructions to Signatures in Form 1-A.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.

 FirstName LastNameMichael  Kelley
 Comapany NamePark View OZ REIT, Inc
 June 14, 2024 Page 3
 FirstName LastName
Michael  Kelley
Park View OZ REIT, Inc
June 14, 2024
Page 3
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you
have questions regarding the financial statements and related matters. Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Victoria (Tory) Bantz