SecProbe.io

April 14, 2025
Daniel Dorfman
Manager
Roots Real Estate Investment Community I, LLC
1344 La France Street NE
Atlanta, GA 30307
Re:Roots Real Estate Investment Community I, LLC
Post-Qualification Amendment No.5 to Offering Statement on Form 1-A
Filed April 8, 2025
File No. 024-11897
Dear Daniel Dorfman:
            We have reviewed your amendment 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.
Post-Qualification Amendment No.5 to Offering Statement on Form 1-A
Cover Page
1.We acknowledge your response to prior comment 1 and reissue the comment. We
again note the disclosure on page 45 that residents of the rental properties have the
option, subject to the qualifications set forth in this offering circular, to invest the
reimbursed fee and additional credits from RootsCom into this offering. Please clearly
disclose this additional avenue of purchases for which the company will not
receive cash compensation. We direct you to the Note to Rule 251(a) of Regulation A
for the valuation of non-cash consideration. Please also provide additional details of
the terms of this program.
Risk Factors, page 12
2.We note the revisions made in response to prior comment 3 regarding the arbitration
provision and waiver of jury trial on page 57. Please revise to add risk factor
disclosure, as previously requested.

April 14, 2025
Page 2
Management Compensation, page 37
3.We acknowledge your revisions and response to prior comment 6 and reissue the
comment. Please revise the summary to include a summary of all the management
fees. In addition, please revise the table to reflect the compensation paid for the last
two completed fiscal years, as required by Items 402 and 404 of Regulation S-K.
Lastly, we continue to note the references in the tabular headings to "estimated
amount." It remains unclear why such amounts are estimates, in particular for the
years ended 2022 and 2023, given the significant passage of time. Please revise or
provide additional clarification.
4.We also note that the acquisition fee reflects no fees paid in 2022 or 2023. We note
that the Property Management Agreement Section IX.01 states such fees will be paid
upon acquisition of each property. Given the acquisition of properties during such
time, it is unclear why no fees were paid for these time periods. Please advise.
Real Estate Portfolio, page 49
5.We acknowledge your response and revisions to prior comment 7.  Please revise to
provide disclosures that allow investors to understand the nature and composition of
the portfolio as required by Items 14 and 15 of Form S-11. Given the lack of
materiality of any particular asset, we direct your to Instruction 2 to Item 14. which
indicates the information shall be given by such classes or groups and in such detail as
will reasonably convey the information required.
Description of Our Units, page 53
6.We acknowledge your response to prior comment 8. We note your narrative
disclosure as to how your NAV is calculated and that you calculated the offering price
to be $140.00 per share. Please revise the offering circular to provide tabular
disclosure that demonstrates the components of your NAV calculation. Please also
disclose historical NAV calculations.
Index to Consolidated Financial Statements, page F-1
7.We note your offering circular was filed more than three months after the most
recently completed fiscal year end. Please amend your offering circular to also include
audited financial statements that consist of a balance sheet as of the most recently
completed fiscal year end and statements of operations, cash flows, and members'
equity for most recently completed fiscal year (i.e., as of and for the year ended
December 31, 2024). Please refer to Part F/S of the General Instructions to Form 1-A.
Exhibits
8.We acknowledge your response and revision to prior comment 11.  We also note your
property management agreement between it and its Manager, Roots REIT
Management, LLC, as Exhibit 6.1. Please ensure the exhibit is filed in text-searchable
format. Refer to Section 5.2.3.5 of the EDGAR Filer Manual (Volume II) and Item
301 of Regulation S- T.

April 14, 2025
Page 3
General
9.We acknowledge your response to prior comment 12.  Please update Part I, Item 6 to
reflect the unregistered securities sold within the past year. This would include the
amount sold under this Regulation A offering.
10.We reissue prior comment 14. We note the certain relationships and related
transactions in the Form 1-K and Form 1-SA. Please provide all the disclosure
required by Item 404 of Regulation S-K. To the extent the Manager received equity in
the property for the built in gain, please clearly disclose. Please also clearly
disclose the policy regarding such transactions.
            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.
            Please contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295
if you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael P. Williams