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SEC Comment Letter 0000000000-23-000550 to Landa App 2 LLC (CIK 0001875877)

Landa App 2 LLC (CIK 0001875877)
Date: Jan. 19, 2023 · CIK: 0001875877 · Accession: 0000000000-23-000550

AI Filing Summary & Sentiment

File numbers found in text: 024-11648

Date
January 19, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Landa App 2 LLC (CIK 0001875877)

Letter

United States securities and exchange commission logo January 19, 2023 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. 11 Filed January 5, 2023 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. Amendment No. 11 on Form 1-A POS filed January 5, 2023 Description of the Properties Loans Refinance Notes New Series, page 58 1.We note your disclosure that each New Series will pay down, or otherwise discharge, the outstanding balance of its Acquisition Note, in part, with the proceeds received in exchange for a Refinance Note bearing interest at current market rates. Please tell us if the expected interest rates will be disclosed in your offering circular prior to qualification. In addition, please tell us how you determined it was unnecessary to reflect the expected change in interest expense, if any, in your pro forma financial information.

FirstName LastNameYishai Cohen Comapany NameLanda App 2 LLC January 19, 2023 Page 2 FirstName LastName Yishai Cohen Landa App 2 LLC January 19, 2023 Page 2 General 2.We note the reduced maximum offering proceeds and footnote 6 added to the table on page 37, including the reference to potentially lower appraisals and reduced amounts the Refinance Lender is willing to lend. You also refer the reader to Management's Discussion and Analysis for more information; however, we are unable to locate such added disclosure. Please revise Management's Discussion and Analysis to address trends in property values and leasing and the information in footnote 6, and revise Risk Factors to address the risks associated with a series holding significantly more debt due to the failure to discharge the Acquisition Note. 3.Please revise to disclose the details of the various "free stock" programs that are referenced in the Form 1-A filed by Landa App. 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
January 19, 2023
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. 11
Filed January 5, 2023
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.
Amendment No. 11 on Form 1-A POS filed January 5, 2023
Description of the Properties
Loans
Refinance Notes
New Series, page 58
1.We note your disclosure that each New Series will pay down, or otherwise discharge, the
outstanding balance of its Acquisition Note, in part, with the proceeds received in
exchange for a Refinance Note bearing interest at current market rates.  Please tell us if
the expected interest rates will be disclosed in your offering circular prior to
qualification.  In addition, please tell us how you determined it was unnecessary to reflect
the expected change in interest expense, if any, in your pro forma financial information.

 FirstName LastNameYishai Cohen
 Comapany NameLanda App 2 LLC
 January 19, 2023 Page 2
 FirstName LastName
Yishai Cohen
Landa App 2 LLC
January 19, 2023
Page 2
General
2.We note the reduced maximum offering proceeds and footnote 6 added to the table on
page 37, including the reference to potentially lower appraisals and reduced amounts the
Refinance Lender is willing to lend. You also refer the reader to Management's Discussion
and Analysis for more information; however, we are unable to locate such
added disclosure. Please revise Management's Discussion and Analysis to address trends
in property values and leasing and the information in footnote 6, and revise Risk Factors
to address the risks associated with a series holding significantly more debt due to the
failure to discharge the Acquisition Note.
3.Please revise to disclose the details of the various "free stock" programs that are
referenced in the Form 1-A filed by Landa App.
            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