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June 5, 2023
Todd Parriott
Chief Executive Officer
Connect Invest II LLC
6700 Via Austi Parkway
Suite E
Las Vegas, NV 89119
Re:Connect Invest II LLC
Offering Statement on Form 1-A
Post-qualification Amendment No. 2
Filed May 17, 2023
File No. 024-11466
Dear Todd Parriott:
            We have reviewed your amendment 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.
Post-Qualification Amendment No. 2 to Offering Statement Form 1-A
General
1.We note that, in the initial Form 1-A, you stated that the notes "will have a stated, fixed
interest rate, ranging from 3.0% to 6.5%," depending on the series.  However, since then,
by a post-qualification amendment in 2022, you revised the interest rates of the notes, and
stated in the post-qualification amendment that the notes "will have a stated, fixed interest
rate, ranging from 4.5% to 8.5%," depending on the series.  You also revised the interest
rates through supplements, and the interest rates currently reflected in this post-
qualification amendment range from 7.5% to 9.0%.  You have also revised the maturity
dates of each series and added a redemption plan.  Please provide a legal analysis as to
whether these revisions to the terms of the notes resulted in the issuance of new
securities.  Additionally, please advise why you believe it was appropriate to change the

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interest rates via supplement instead of a post-qualification amendment when there was no
indication in the initial Form 1-A or the post-qualification amendment that the interest
rates would change.
2.As the interest rates of your notes have been revised, please revise to clearly disclose that
the notes are variable rate, not fixed rate.  Please also revise to clearly describe your
pricing method for these notes.  In this regard, we note that Form 1-A requires that issuers
specify the price of the securities being offered, meaning that the interest rate payable on
the notes must be calculable by investors or determined by reference to a formula with
publicly available inputs (e.g., by reference to a benchmark).  Please also revise to clarify
whether the new interest rate is applicable to previously issued notes.
3.We note your disclosure on page 29 that noteholders have the option to roll over notes at
maturity.  Please disclose the impact that this has on the offering cap applicable to 1-A
filings and clarify how you will address these new issuances.  Please also explain to us
whether there were any noteholders of a particular series who have rolled over into notes
with terms different than the terms of the securities they originally held (e.g., at the
current interest rate applicable to a particular series). Please also revise your cover page to
clarify for each series of notes, at each maturity date and interest rate, the aggregate
amount of securities that have been sold.
4.We note that, via supplement, you added a note redemption plan to the offering.  Please
advise why you believe it was appropriate to add this term via supplement.  In addition,
please be advised that you are responsible for analyzing the applicability of the tender
offer rules to your share repurchase program, including Regulation 14E, which would
apply to any tender offer for securities issued pursuant to the Regulation A exemption.  To
the extent you have questions about the tender offer rules, you may contact the Division’s
Office of Mergers and Acquisitions at 202-551-3440.
5.We note that you may conduct the share repurchase program during the offering period of
the shares being qualified in this offering circular.  Please be advised that you are
responsible for analyzing the applicability of Regulation M to your share repurchase
program.  We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent with the class relief granted by the Division
of Market Regulation in the class exemptive letter granted Alston & Bird LLP dated
October 22, 2007.  To the extent you have questions as to whether the program is entirely
consistent with that class exemption you may contact the Division of Trading and
Markets.
            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

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Todd Parriott
Connect Invest II LLC
June 5, 2023
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and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Kenneth Betts