SecProbe.io

CORRESP
1
filename1.htm

April
8, 2025

VIA
EDGAR

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:

    Roots Real Estate Investment Community I, LLC

    Post-Qualification Amendment No. 4 to
    Offering Statement on Form 1-A

    Filed March 24, 2025

    File No. 024-11897

To
Whom it May Concern:

This
letter is being submitted on behalf of Roots Real Estate Investment Community I, LLC (File No. 024-11897) (the “Company”)
in response to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the Commission’s letter dated April 7, 2025 (the “Comment Letter”) regarding the Company’s
Post-Qualification Amendment No. 4 to its Offering Statement on Form 1-A (the “Initial Filing”) filed with the Commission
on March 24, 2025 in connection with its offering of units pursuant to Regulation A (the “Offering”). The Company
is concurrently re-filing Post-Qualification Amendment No. 4 to its Offering Statement on Form 1-A (the “Amended Filing”),
which includes changes in response to the Staff’s comments and other updates necessitated by the passage of time.

For
your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced herein with responses immediately
following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Initial
Filing, and page references in the responses, if any, refer to the Amended Filing. Defined terms used herein but not otherwise
defined have the meanings given to them in the Amended Filing.

Cover
Page

Comment
No. 1: We 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 consideration other than for cash. We direct you to the Note to Rule 251(a) of Regulation A for the valuation of non-cash consideration.
Please also explain the table on page 45 setting forth the example of this program, including clarifying how you determined the interest
rate and total return. Please also provide additional details of the terms of this program.

Response:
The Company respectfully submits that the investment by its Residents, if any, are for cash and are not for non-cash consideration.
The Residents of the Company’s properties that opt-in to the “Live In It Like You Own It” program have the opportunity
to earn back their opt-in fee, and to earn additional rent credits, based on certain measurable criteria related to how the Resident
cares for the property. Upon earning the reimbursement of the opt-in fee, and additional rent credits, if at all, the Residents can then
choose to invest into the Offering, if they meet the other qualifications set forth in the Offering Circular, at a dollar amount of their
choosing. The intent of the graphic table on page 45 was to demonstrate a hypothetical return a Resident investor could earn if investing
a security deposit and monthly rental rebate at a 5% return, however, in order to avoid confusion, the Company has removed the graphic
from the Amended Filing.

Risk
Factors, page 12

Comment
No. 2: We note that your forum selection provision in Section 17.12 of the Amended and Restated Operating Agreement and the Subscription
Agreement identifies the state or federal courts in the State of Georgia as the exclusive forum for certain litigation, including claims
arising from federal securities laws. Please disclose this provision in the offering circular and state, if true, that it applies to
actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought
to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities
Act claims, please also revise your offering circular to state that there is uncertainty as to whether a court would enforce this provision
and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Response:
In response to the Staff’s comment, the Company has revised the “Risk Factors —Risks Related to Our Corporate Structure—Forum
Selection Provision” section in the Amended Filing to describe the forum selection provision and provide the above-requested
information.

Comment
No. 3: Please add disclosure regarding the arbitration provision in Article 9 of the Amended and Restated Operating Agreement. Please
clarify whether this provision applies to claims under the federal securities laws. In addition, please clearly disclose the additional
risks associated with this provision, including limited access to information and other imbalances of resources between the company and
shareholders, and that these provisions can discourage claims or limit shareholders’ ability to bring a claim in a judicial forum
that they find favorable. Please clearly disclose any uncertainty as to the enforceability of such provision. Please also disclose the
waiver of a jury trial in Section 17.12 of the Operating Agreement, if the arbitration provision is overruled or otherwise deemed unenforceable.

Response:
In response to the Staff’s comment, the Company has revised the disclosure in the “Operating Agreement— Member Rights
and Arbitration of Disputes” section in the Amended Filing to provide the above-requested information.

Comment
No. 4: We note the investor representations in the subscription agreement prohibit “(1) indirect, special or consequential damages,
lost profits or the like or (2) punitive damages. Please clearly disclose and clarify whether this provision applies to claims made under
the federal securities laws. Please also address any questions as to enforceability.

Response:
In response to the Staff’s comment, the Company has revised the “Risk Factors —Risks Related to Our Corporate Structure—Limitations
on Remedies May Restrict Investors’ Ability to Recover Damages” section in the Amended Filing to provide the above-requested information

Management,
page 33

Comment
No. 5: Please provide the business experience during the past five years of each executive officer and director, including his principal
occupations and employment during that period and the name and principal businesses of any corporation or other organization in which
such occupations and employment were carried on.

See
Item 401(e) of Regulation S-K.

Response:
Each of Daniel Dorfman, Larry Dorfman and Scott Jacobsen started with the Sponsor full-time upon its inception of operations in early
2021, and Mel Myrie joined full-time shortly thereafter in June 2021. The prior experience of each of the foregoing persons is listed
in the Management section of the Amended Filing on page 35 therein. Notwithstanding the foregoing, the Company revised page
35 of the Amended Filing to make it clear that each of the foregoing started full-time with the Sponsor in early 2021 and June 2021,
respectively.

Management
Compensation, page 37

Comment
No. 6: Please revise the summary to include a summary of all the management fees. Please also 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. In addition, please revise to remove
the word “estimated” from the compensation column or advise why such information is an estimate rather than the amount paid.

Response:
The Company respectfully submits that the summary table of management fees is inclusive of all management fees payable to the Company’s
manager, Roots REIT Management, LLC, a Georgia limited liability company (“Manager”). Furthermore, no executive officers
are compensated by the Company. The Company revised the table to disclose the amount of fees paid to its Manager for the Company’s
fiscal years ending 2022 and 2023 (as the Company is awaiting the finalization of its audit for fiscal year 2024). The Company also determined
to retain the “estimated” language in the compensation column, since these figures reference amounts that fluctuate depending
on variables that are not yet ascertained as of the date of the Amended Filing (such as the amount of rents, the number and dollar
value of acquisitions and dispositions, and the various fair market values of the curated properties sold to the Company after they are
curated by the Manager).

Real
Estate Portfolio, page 49

Comment
No. 7: Please provide the disclosure required by Items 14 and 15 of Regulation S-K. 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.

Response:
The Company listed its detailed real estate portfolio information in the Initial Filing, to mirror the information disclosed in previously
filed Forms 1-U and offering circular supplements. However, in response to the Staff’s comment, the Company has revised the
disclosure in the “Real Estate Portfolio” section in the Amended Filing to provide more high-level summary information
of the real estate portfolio since no single asset is a material portion of the Company’s real estate holdings.

Description
of Our Units, page 66

Comment
No. 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 provide tabular disclosure that demonstrates the components of your NAV calculation. Please also disclose historical NAV
calculations.

Response:
As disclosed in the Offering Circular, the Company’s NAV reflects the value of the Company’s assets minus the total value
of its liabilities. The Company then takes the NAV and divides it by the number of Units outstanding as of the close of the last business
day of the prior fiscal quarter to calculate the NAV per Unit. The following is a list of the components used by the Company to calculate
its NAV:

    Cash
    on Hand

    Total
    AR

    Current
    Assets

    Notes
    Receivable - Seed

    Other
    Assets

    Total
    Assets non - RE

plus

    Total
    FMV of Real Estate

    =
    Total Assets

minus

    Accounts
    Payable

    Total
    Other Liabilities

    Total
    Long term Liabilities

    Total
    Liabilities

=
Total Net Asset Value

Upon
the Company’s qualification of its initial offering, the Company’s NAV price per Unit was $110. The historical NAV and NAV
price per Unit since that time is listed below:

    Effective
    Date

    Period
    of NAV price per Unit

    NAV

    NAV
    price per Unit

    July
    20, 2022

    Q3
    2022

    $7,345,300

    $112

    October
    15, 2022

    Q4
    2022

    $8,628,821

    $115

    January
    20, 2023

    Q1
    2023

    $9,681,626

    $118

    April
    1, 2023

    Q2
    2023

    $11,894,969

    $120

    July
    1, 2023

    Q3
    2023

    $15,557,996

    $124

    October
    1, 2023

    Q4
    2023

    $19,178,984

    $126

    January
    2, 2024

    Q1
    2024

    $25,989,910

    $128

    April
    4, 2024

    Q2
    2024

    $32,276,980

    $131

    July
    10, 2024

    Q3
    2024

    $39,109,696

    $133

    October
    10, 2024

    Q4
    2024

    $47,733,026

    $137

    January
    10, 2025

    Q1
    2025

    $55,927,319

    $140

The
Company respectfully submits to the Staff that the above components used in calculating the NAV is not necessary to include in the Company’s
Offering Circular, and the narrative disclosure should be sufficient, along with the quarterly disclosure of the NAV price per Unit through
a Form 1-U and offering circular supplement as it historically has done.

Quarterly
Redemption Plan, page 73

Comment
No. 9: Please be advised that you are responsible for analyzing the applicability of the tender offer rules to your share redemptions,
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.

Response:
In accordance with the Staff’s comment, the Company has reviewed the applicability of the tender offer rules, including Rule 13e-4,
Regulation 14E and certain relevant no-action letters, to its unit redemption program in determining that the program is consistent
with the relief granted by the Division of Corporation Finance in prior no action letters. The Company has also added additional disclosure
in the Amended Filing about certain guidelines regarding its unit redemption program.

Comment
No. 10: We note that you may conduct the share redemption 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 redemption 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.

Response:
In accordance with the Staff’s comment, the Company has reviewed all elements of its unit redemption program in determining that
the program is consistent with the class relief granted by the Division of Trading and Markets in the class exemptive letter granted
to Alston & Bird LLP dated October 22, 2007. The Company has also added additional disclosure in the Amended Filing about certain
guidelines regarding its unit redemption program.

Exhibits

Comment
No. 11: We note that the Operating Agreement filed as Exhibit 2.3 states that the Company and the Manager may enter into one or more
written agreements setting forth compensation terms and additional roles, responsibilities and obligations of each of the Manager and
the Company. Please file all such agreements as exhibits.

Response:
The Company has filed a property management agreement between it and its Manager, Roots REIT Management, LLC, as Exhibit 6.1 to the Amended
Filing.

General

Comment
No. 12: Please update your disclosure in Part I, Item 4 to include the portion of the aggregate offering price attributable to all the
units that you have sold pursuant to a qualified offering statement within the past 12 months before the qualification of this 1-A POS
as well as the aggregate offering price attributable to securities being offered on behalf of the issuer. Please also update Part I,
Item 6 to reflect the unregistered securities sold within the past year. Please also revise the cover page to reflect the amount of securities
under this offering that have been sold to date.

Response:
The Amended Filing includes the Staff’s requested revised disclosure. The Company has not sold any unregistered securities within
the past year.

Comment
No. 13: We note the disclosure regarding the distribution reinvestment plan when discussing the description of the units on page 74.
Please update your cover page to provide an allocation of the securities being offered pursuant to the distribution reinvestment plan.
In addition, please revise to confirm that the distribution reinvestment pla