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SEC Comment Letter 0000000000-22-013010 to Landa App 2 LLC (CIK 0001875877)

Landa App 2 LLC (CIK 0001875877)
Date: Dec. 2, 2022 · CIK: 0001875877 · Accession: 0000000000-22-013010

AI Filing Summary & Sentiment

File numbers found in text: 024-11648

Referenced dates: May 26, 2022

Date
December 2, 2022
Author
Not clearly detected
Form
UPLOAD
Company
Landa App 2 LLC (CIK 0001875877)

Letter

United States securities and exchange commission logo December 2, 2022 Yishai Cohen Chief Executive Officer Landa App 2 LLC 6 W. 18th Street New York, NY 10011 Re:Landa App 2 LLC Offering Statement on Form 1-A Post-Qualification Amendment No. 8 Filed November 14, 2022 File No. 024-11648 Dear Yishai Cohen: 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. Unless we note otherwise, our references to prior comments are to comments in our November 1, 2022 letter. Amendment No. 8 on Form 1-A POS filed November 14, 2022 Incorporation of Certain Information By Reference, page ii 1.We note you incorporate the Financial Statements and Accompanying Notes for the year ended December 31, 2021 and for the period ended June 30, 2022 for the eight (8) Series that were previously qualified. Please revise to clarify, if true, that you are also incorporating by reference the financial statements of Landa App 2 LLC, the issuer.

FirstName LastNameYishai Cohen Comapany NameLanda App 2 LLC December 2, 2022 Page 2 FirstName LastName Yishai Cohen Landa App 2 LLC December 2, 2022 Page 2 2.We note your removal of certain financial statements from the body of the Post Qualification Amendment and your inclusion of the incorporation by reference of certain financial statements. With respect to the financial statements that are included in the Company's Form 1-K for the period ended December 31, 2021, please address the following: •We refer you to our comment 2 from our letter dated May 26, 2022. We note your auditor refers to "each series of the Landa App 2 Series Group (“Series”)" within its report. Please have your auditor revise its report to specifically identify each series. •Please tell us how you determined it was unnecessary to present separate statements of cash flows for each of the series. Alternatively, please revise your filing to include these omitted statements of cash flows. Pro-forma Condensed Combined Statement Of Operations for the Period from January 1, 2021 to December 31, 2021 (unaudited), page F-202 3.We note your response to our comment 2. The column "Total Combined Unaudited Pro- Forma Condensed Statement of Operations" on both pages 212 and 215 includes the pro forma operations of the company's first eight series on a pro forma basis for the full year ended December 31, 2021 (see pages F-143 - F-150 and F-202 - F-203). The column "Total Combined Audited Statement of Operations" includes the results of operations for these same eight series for the period from December 8, 2021 through December 31, 2021 (see pages F-213 - F-214). Given the column "Total Combined Unaudited Pro-Forma Condensed Statement of Operations" is inclusive of the activity from December 8, 2021 to December 31, 2021, it appears the operations for these eight series for the period from December 8, 2021 - December 31, 2021 is included twice in the column "Total Combined Unaudited Pro-Forma Condensed Statement of Operations and Total Combined Audited Statement of Operations". Please revise to remove the superfluous disclosure. 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. You may contact Jennifer Monick at 202-551-3295 or Robert Telewicz at 202-551-3438 if you have questions regarding comments on the financial statements and related matters. Please contact James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark Schonberger

Show Raw Text
United States securities and exchange commission logo
December 2, 2022
Yishai Cohen
Chief Executive Officer
Landa App 2 LLC
6 W. 18th Street
New York, NY 10011
Re:Landa App 2 LLC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 8
Filed November 14, 2022
File No. 024-11648
Dear Yishai Cohen:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our November 1, 2022 letter.
Amendment No. 8 on Form 1-A POS filed November 14, 2022
Incorporation of Certain Information By Reference, page ii
1.We note you incorporate the Financial Statements and Accompanying Notes for the year
ended December 31, 2021 and for the period ended June 30, 2022 for the eight (8)
Series that were previously qualified.  Please revise to clarify, if true, that you are also
incorporating by reference the financial statements of Landa App 2 LLC, the issuer.

 FirstName LastNameYishai Cohen
 Comapany NameLanda App 2 LLC
 December 2, 2022 Page 2
 FirstName LastName
Yishai Cohen
Landa App 2 LLC
December 2, 2022
Page 2
2.We note your removal of certain financial statements from the body of the Post
Qualification Amendment and your inclusion of the incorporation by reference of certain
financial statements.  With respect to the financial statements that are included in the
Company's Form 1-K for the period ended December 31, 2021, please address the
following:
•We refer you to our comment 2 from our letter dated May 26, 2022.  We note your
auditor refers to "each series of the Landa App 2 Series Group (“Series”)" within its
report. Please have your auditor revise its report to specifically identify each series.
•Please tell us how you determined it was unnecessary to present separate statements
of cash flows for each of the series.  Alternatively, please revise your filing to include
these omitted statements of cash flows.
Pro-forma Condensed Combined Statement Of Operations for the Period from January 1, 2021 to
December 31, 2021 (unaudited), page F-202
3.We note your response to our comment 2.  The column "Total Combined Unaudited Pro-
Forma Condensed Statement of Operations" on both pages 212 and 215 includes the pro
forma operations of the company's first eight series on a pro forma basis for the full year
ended December 31, 2021 (see pages F-143 - F-150 and F-202 - F-203).   The column
"Total Combined Audited Statement of Operations" includes the results of operations for
these same eight series for the period from December 8, 2021 through December 31, 2021
(see pages F-213 - F-214).  Given the column "Total Combined Unaudited Pro-Forma
Condensed Statement of Operations" is inclusive of the activity from December 8, 2021 to
December 31, 2021, it appears the operations for these eight series for the period from
December 8, 2021 - December 31, 2021 is included twice in the column "Total Combined
Unaudited Pro-Forma Condensed Statement of Operations and Total Combined Audited
Statement of Operations".  Please revise to remove the superfluous disclosure.
            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.
            You may contact Jennifer Monick at 202-551-3295 or Robert Telewicz at 202-551-3438
if you have questions regarding comments on the financial statements and related matters. Please
contact James Lopez at 202-551-3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark Schonberger