SEC Comment Letter 0000000000-24-005794 to PFG Fund V, LLC (CIK 0001837189)
PFG Fund V, LLC (CIK 0001837189)
Date: May 17, 2024 · CIK: 0001837189 · Accession: 0000000000-24-005794
AI Filing Summary & Sentiment
File numbers found in text: 024-12379
Letter
United States securities and exchange commission logo May 17, 2024 Kevin Amolsch Chief Executive Officer PFG Fund V, LLC 6990 W 38th Ave, Suite 208 Wheat Ridge, CO 80033 Re:PFG Fund V, LLC Amendment No. 2 to Offering Statement on Form 1-A Filed April 29, 2024 File No. 024-12379 Dear Kevin Amolsch: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our February 22, 2024 letter. Amended Offering Statement on Form 1-A Subscription Procedures, page 20 1.We acknowledge your revised disclosures and response to prior comment 1. However, we also note your revised disclosure on page 21 states that the Company has 60 days to accept or reject a subscription, and that you reserve the right to withdraw or terminate the offering hereby at any time and may reject any offer to purchase Notes in whole or in part. As it appears that you have an extended period of time to process subscription requests and can reject a subscription for any reason and may withdraw or terminate the offering at any time, please provide us with additional analysis as to whether your offering should be considered to be a delayed offering and not a continuous offering within the meaning of Rule 251(d)(3)(i)(F) of Regulation A.
FirstName LastNameKevin Amolsch Comapany NamePFG Fund V, LLC May 17, 2024 Page 2 FirstName LastName Kevin Amolsch PFG Fund V, LLC May 17, 2024 Page 2 Summary of Notes, page 43 2.We note your revised disclosures in response to prior comment 3. Please revise your disclosures as appropriate to clearly explain the revised terms of the Notes. Please revise to explain the following: •You state that the term of the Notes is continuous and will continue indefinitely, but you also state that the Notes will not mature unless either ". . . (2) the maximum offering amount has been reached. . ." In your response to prior comment 1, you state that in compliance with Rule 251(d)(3)(i)(F) of Regulation A, the offering amount is "reasonably expected to be offered and sold within [t]wo (2) years from the initial qualification date," indicating that there will be a date when you reach the maximum offering amount, which will be the maturity date. Please reconcile your disclosures. •Please revise to explain how you will inform investors of the date when you reach the maximum offering amount, or the date when you will call the Notes, and explain how you have met the requirements of Item 14(b) of the Form 1-A, which seeks information regarding the maturity date of the debt securities being offered. •Please also revise to describe any conditions to your ability to call the Notes, and whether you have the ability to call only certain Notes and not all Notes, and whether the redemption and call features of your Notes mean that different Notes will have different maturity dates. If this provision means that different Notes will have different maturity dates, please revise your offering circular as appropriate to reflect the different Notes with different maturity dates that you are offering. We also note that the form of note filed as Exhibit 3 still refers to a term of 60 months. Please reconcile your exhibit with your disclosures. Signature Page, page 61 3.Refer to prior comment 2. Please include the Signature Page at the end of your offering statement rather than on page 61. Financial Statements, page F-1 4.Please provide updated financial statements as of and for the year ended December 31, 2023 and file an updated auditor consent as an exhibit. Refer to Section (b)(3)(A) of Part F/S of Form 1-A for guidance.
FirstName LastNameKevin Amolsch Comapany NamePFG Fund V, LLC May 17, 2024 Page 3 FirstName LastName Kevin Amolsch PFG Fund V, LLC May 17, 2024 Page 3 Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Kevin Kim, Esq.
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United States securities and exchange commission logo
May 17, 2024
Kevin Amolsch
Chief Executive Officer
PFG Fund V, LLC
6990 W 38th Ave, Suite 208
Wheat Ridge, CO 80033
Re:PFG Fund V, LLC
Amendment No. 2 to
Offering Statement on Form 1-A
Filed April 29, 2024
File No. 024-12379
Dear Kevin Amolsch:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our February 22, 2024 letter.
Amended Offering Statement on Form 1-A
Subscription Procedures, page 20
1.We acknowledge your revised disclosures and response to prior comment 1. However, we
also note your revised disclosure on page 21 states that the Company has 60 days to
accept or reject a subscription, and that you reserve the right to withdraw or terminate the
offering hereby at any time and may reject any offer to purchase Notes in whole or in
part. As it appears that you have an extended period of time to process subscription
requests and can reject a subscription for any reason and may withdraw or terminate the
offering at any time, please provide us with additional analysis as to whether your offering
should be considered to be a delayed offering and not a continuous offering within the
meaning of Rule 251(d)(3)(i)(F) of Regulation A.
FirstName LastNameKevin Amolsch
Comapany NamePFG Fund V, LLC
May 17, 2024 Page 2
FirstName LastName
Kevin Amolsch
PFG Fund V, LLC
May 17, 2024
Page 2
Summary of Notes, page 43
2.We note your revised disclosures in response to prior comment 3. Please revise your
disclosures as appropriate to clearly explain the revised terms of the Notes. Please revise
to explain the following:
•You state that the term of the Notes is continuous and will continue indefinitely, but
you also state that the Notes will not mature unless either ". . . (2) the maximum
offering amount has been reached. . ." In your response to prior comment 1, you state
that in compliance with Rule 251(d)(3)(i)(F) of Regulation A, the offering amount is
"reasonably expected to be offered and sold within [t]wo (2) years from the initial
qualification date," indicating that there will be a date when you reach the maximum
offering amount, which will be the maturity date. Please reconcile your disclosures.
•Please revise to explain how you will inform investors of the date when you reach the
maximum offering amount, or the date when you will call the Notes, and explain how
you have met the requirements of Item 14(b) of the Form 1-A, which seeks
information regarding the maturity date of the debt securities being offered.
•Please also revise to describe any conditions to your ability to call the Notes, and
whether you have the ability to call only certain Notes and not all Notes, and whether
the redemption and call features of your Notes mean that different Notes will have
different maturity dates. If this provision means that different Notes will have
different maturity dates, please revise your offering circular as appropriate to reflect
the different Notes with different maturity dates that you are offering.
We also note that the form of note filed as Exhibit 3 still refers to a term of 60 months.
Please reconcile your exhibit with your disclosures.
Signature Page, page 61
3.Refer to prior comment 2. Please include the Signature Page at the end of your offering
statement rather than on page 61.
Financial Statements, page F-1
4.Please provide updated financial statements as of and for the year ended
December 31, 2023 and file an updated auditor consent as an exhibit. Refer to Section
(b)(3)(A) of Part F/S of Form 1-A for guidance.
FirstName LastNameKevin Amolsch
Comapany NamePFG Fund V, LLC
May 17, 2024 Page 3
FirstName LastName
Kevin Amolsch
PFG Fund V, LLC
May 17, 2024
Page 3
Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Kevin Kim, Esq.