SEC Comment Letter 0000000000-24-013390 to PFG Fund V, LLC (CIK 0001837189)
PFG Fund V, LLC (CIK 0001837189)
Date: Dec. 5, 2024 · CIK: 0001837189 · Accession: 0000000000-24-013390
AI Filing Summary & Sentiment
File numbers found in text: 024-12379
Letter
December 4, 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. 7 to Offering Statement on Form 1-A Filed November 18, 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. Amended Offering Statement on Form 1-A Prospectus Summary, page 1 1.We note your revised disclosures on page 2 that you will not offer notes with different note terms. However, we also note your statement on page 2 that Noteholders should understand that you retain "full discretion in these matters and that decisions will be made based on what [you] deem[] to be in the best interest of [your] overall business strategy and financial health." Please revise to clarify your reference to “these matters” and further explain what this disclosure means.
December 4, 2024 Page 2 Summary of Notes Events of Default, page 49 2.We note your revised disclosure on page 49 that any repayment following an Event of Default shall be based solely on your income and strictly limited to the assets owned by you. Please revise to clarify what you mean when you state that repayment will be based “solely on [your] income” and “strictly limited to the assets owned by [you].” Also, please reconcile the ten (10) day written notice of default with the thirty (30) days from the date of written notice from the Noteholder to cure such Event of Default. Exhibits 3.We note that section 1.2.1 of Exhibit 3 references any and all unpaid principal and interest due and payable on a to be determined date. We also refer to your revised disclosures that the note has a "continuous duration." Given the notes do not appear to have a definite term, please revise to clarify the purpose of this specific date. 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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December 4, 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. 7 to
Offering Statement on Form 1-A
Filed November 18, 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.
Amended Offering Statement on Form 1-A
Prospectus Summary, page 1
1.We note your revised disclosures on page 2 that you will not offer notes with different
note terms. However, we also note your statement on page 2 that Noteholders should
understand that you retain "full discretion in these matters and that decisions will be
made based on what [you] deem[] to be in the best interest of [your] overall business
strategy and financial health." Please revise to clarify your reference to “these
matters” and further explain what this disclosure means.
December 4, 2024
Page 2
Summary of Notes
Events of Default, page 49
2.We note your revised disclosure on page 49 that any repayment following an Event of
Default shall be based solely on your income and strictly limited to the assets owned
by you. Please revise to clarify what you mean when you state that repayment will be
based “solely on [your] income” and “strictly limited to the assets owned by [you].”
Also, please reconcile the ten (10) day written notice of default with the thirty (30)
days from the date of written notice from the Noteholder to cure such Event of
Default.
Exhibits
3.We note that section 1.2.1 of Exhibit 3 references any and all unpaid principal and
interest due and payable on a to be determined date. We also refer to your revised
disclosures that the note has a "continuous duration." Given the notes do not appear to
have a definite term, please revise to clarify the purpose of this specific date.
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.