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United States securities and exchange commission logo
April 10, 2023
Brent Reynolds
Chief Executive Officer
NRI Real Token Inc.
1340 South Dixie Highway, Suite 612
Coral Gables, Florida 33146
Re:NRI Real Token Inc.
Amended Registration Statement on Form 10
Filed January 17, 2023
File No. 000-56395
Dear Brent Reynolds:
            We have reviewed your amended filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our December 8, 2022 letter.
Amended Registration Statement on Form 10
Business, page 1
1.You state that DriveWealth, LLC has “agreed to act as a custodian to facilitate the holding
and trading of untokenized shares of common stock in electronic book entry form as
required by the Templum Markets ATS.”  Please clarify in what manner DriveWealth will
be acting as the custodian for the untokenized shares, including whether these shares will
be registered in the name of DriveWealth on the books and records of the Transfer Agent,
and that DriveWealth will keep a record of the underlying holders of the untokenized
shares.  To the extent the shares will be registered in the name of the holders of the
untokenized shares on the books and records of the Transfer Agent, with DriveWealth
performing some other function to facilitate that process, please clarify this and describe
the function performed by DriveWealth.

 FirstName LastNameBrent Reynolds
 Comapany NameNRI Real Token Inc.
 April 10, 2023 Page 2
 FirstName LastName
Brent Reynolds
NRI Real Token Inc.
April 10, 2023
Page 2
Investment Company Act Limitations, page 5
2.Please rephrase the third sentence as a belief of the Company rather than a statement of
fact (e.g., “The Company believes that its interest…”).  Also, please add the following
sentence at the end of your disclosure: “There can be no assurance that we will be able to
remain in compliance or maintain the relevant exemptions from registration as an
investment company or maintain the relevant exclusions from the definition of 'investment
company.' ”
Risk Factors
Your investment return may be reduced if we are required to register as an investment company
under the Investment Company Act., page 8
3.Please revise your disclosure in this risk factor.
•Please add language addressing whether and how the Company may be an investment
company (or intends to rely on an exemption or exclusion from such definition)
assuming (for the sake of argument) that the Company’s interest in the Operating
Partnership is or is deemed to be a “security” for purposes of the Investment
Company Act.
•In the second sentence of the fourth paragraph (which begins, “In the context of a
parent company…”),  please replace the phrase “be devoted to” with the phrase “are
employed in.”
•In the third sentence of the sixth paragraph (which begins, “The Operating
Partnership’s subsidiaries’…”), please replace “The Operating Partnership’s” with
the phrase “Each of the Operating Partnership’s.”
•In the second sentence of the seventh paragraph (which begins, “Further, we
believe…”), please replace the words “expects to” with the word “will.”
•In the third and fourth sentences of the eighth paragraph (which begin, “In
particular,…”), please clarify that the Company’s sole asset is a single General
Partnership Interest, and not multiple General Partnership Interests.
•In the second sentence of the tenth paragraph (which begins, “If the SEC…”), please
add the phrase “or a court” after the word “SEC” and capitalize “operating
partnership.”
•In the second sentence of the eleventh paragraph (which begins, “Changes in…”),
please replace the phrase “current policies” with the phrase “applicable laws and
regulations, including” and delete the phrase “by the SEC and its staff.”
•In the third sentence of the eleventh paragraph (which begins “If we or our
subsidiaries…”), please add the phrase “being an 'investment company' as defined
under the Investment Company Act or” between the word “avoid” and the phrase
“being required to register.”

 FirstName LastNameBrent Reynolds
 Comapany NameNRI Real Token Inc.
 April 10, 2023 Page 3
 FirstName LastName
Brent Reynolds
NRI Real Token Inc.
April 10, 2023
Page 3
An investor currently cannot hold its shares of common stock in Security Token form., page 19
4.Please place the risks described here in context by briefly describing the current
technological and regulatory limitations that may impact Templum’s ability to make the
Security Tokens available for trading on the ATS.  Briefly discuss the basis for your belief
that your Security Tokens will be available for trading on Templum’s ATS by the end of
the first half of 2023 and clarify in the heading and body of the risk factor that the
Security Tokens may not be available for trading if Templum Markets or another ATS
does not complete its registration process.
The further development and acceptance of distributed ledger networks, page 19
5.To the extent material, please discuss any reputational harm you may face in light of the
recent disruption in the crypto asset markets. For example, discuss how market conditions
have affected how your business is perceived by customers, counterparties, and regulators,
and whether there is a material impact on your operations or financial condition.
There are various regulatory risks for the Company, page 20
6.Please describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets. Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
Description of the Security Tokens, page 59
7.Refer to your response to comment 2.  Please disclose your policies to ensure compliance
with securities regulations applicable to the issuance and secondary transfer of Security
Tokens.  Describe the procedures to effect secondary sales, including the material features
of the Transfer Agent’s whitelisting procedures and AML/KYC procedures and the role of
the custodians in transfers of Security Tokens effectuated other than on an ATS.  Similarly
revise the discussion on page 61 of the process and procedures for private secondary sales.
Procedures for Obtaining Security Tokens, page 61
8.You state that you currently expect to sign an agreement with a custodian to act as your
designated custodian by the end of the first quarter of 2023, which will then enable
custodial services for the Security Tokens, and trading of the Security Tokens by the end
of the first half of 2023.  In addition, we note that “[t]o the extent a holder of OP units or a
secondary purchaser does not have a compatible existing custodian, they will be required
to engage the Company’s custodian or another qualified custodian to hold the Security
Tokens.”   Please clarify that references to “designated custodian” or “custodian” do not
mean that you or the ATS will act as custodian for the Security Tokens on behalf of
buyers and sellers, and that even if the buyers and sellers of the Security Tokens utilize

 FirstName LastNameBrent Reynolds
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 April 10, 2023 Page 4
 FirstName LastNameBrent Reynolds
NRI Real Token Inc.
April 10, 2023
Page 4
your custodian, buyers and sellers will maintain a direct relationship with that custodian as
contemplated in the Three Step Letter.
9.You state that “[b]ecause the layer one token is simply an extension of the book entry unit
of account, the Transfer Agent system of record is automatically updated via the layer one
token transfer process between custodial accounts to reflect the official recordation of the
new owner upon receipt of notification of that the custodial transfer is complete.”  This
statement suggests that the Transfer Agent intends to use the blockchain as the official
record of ownership for the Security Tokens. Please clarify the Transfer Agent’s
intentions in this regard and, if so, tell us how this would be consistent with, and how the
Transfer Agent intends to comply with, the applicable transfer agent rules, including for
example the specific provisions of Rule 17Ad-7 and Rule 17Ad-10.
10.Refer to your response to comment 2.  Please disclose the outsourced AML and KYC
processes and procedures employed by North Capital Private Securities Corporation
(NCPS) and Templum.  In addition, describe the liability and indemnification provisions
in your agreements with NCPS and Templum and the limitation of the protection provided
by these provisions.
Discrepancies Between the Blockchain and the Transfer Agent's Book-Entry, page 62
11.Refer to your response to comment 6.  Please disclose the substance of the response in
your amended registration statement.
Transfer Restrictions, page 62
12.Refer to your response to comment 7.  Please expand your description of the “investor
portal” referenced on pages 61 and 62 including the “various features and functions” of
the portal and disclose the stage of development of the portal.  In addition, clarify whether
you will only receive an opinion of counsel in connection with the removal of a transfer
restriction if the Transfer Agent requires you to do so or if you intend to obtain an opinion
of counsel regardless of whether the Transfer Agent requires such an opinion.
Audited Financial Statements for the year ended December 31, 2021 and 2020, page F-1
13.We have considered your response to our prior comment 9.  Please have your auditor tell
us the business purpose for engaging another accounting firm with its headquarters in
New Delhi, India to remotely perform part of the audit procedures given that you do not
appear to have any operations outside of the United States.  In your response please have
your auditors explain how the firm in New Delhi, India was engaged to perform part of
the audit.
14.We have considered your response to our prior comment 13.  It appears you have
determined a common control relationship did not exist at the time 1350 S Dixie Holdings
LLC transferred the Thesis property to the operating partnership.  Please revise your filing
to account for the acquisition of the property by the operating partnership as a business or

 FirstName LastNameBrent Reynolds
 Comapany NameNRI Real Token Inc.
 April 10, 2023 Page 5
 FirstName LastName
Brent Reynolds
NRI Real Token Inc.
April 10, 2023
Page 5
asset acquisition under ASC Topic 805 or provide us with a further analysis supporting
your accounting conclusions.
General
15.Refer to your response to comment 1.  Please disclose the substance of your response that
“the private key for the Security Token, when created, will be held by the qualified
custodian” in the registration statement and revise as necessary to remove the implication
that the investor will hold the private key.
16.Please disclose any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations
since your last reporting period, including any material impact from the price volatility of
crypto assets.

            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 Eric McPhee at 202-551-3693 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Paul Berkowitz, Esq.