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May 22, 2023
Mitchell Rosen
Chief Executive Officer
YS RE RAF I LLC
300 Park Avenue, 15th Floor
New York, New York 10022
Re:YS RE RAF I LLC
Post-Qualification Amendment to Offering Statement on Form 1-A POS
Filed May 2, 2023
File No. 024-11755
Dear Mitchell Rosen:
            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.
Post-Qualification Amendment filed May 2, 2023
General
1.Please revise to provide updated Part I information, including financial statements and
outstanding securities.  See Part I of Form 1-A.
2.We note your Explanatory Note that the purpose of the amendment is to file the required
updated financial information of Form 1-A pursuant to Rule 252(f)(2)(i).  However, it
appears that several fundamental changes occurred after the qualification date of the
offering statement, as disclosed in your Form 1-K for the fiscal period ended December
31, 2022.  More specifically, we note your disclosure that through March 31, 2023 you
raised approximately $34.24 million in capital from approximately 3,000 investors.  We
also note that you acquired approximately $22 million of commercial real estate.  Please
revise to provide complete Part II information.  See Rule 252(f)(2)(ii) and Part II of Form
1-A.

 FirstName LastNameMitchell Rosen
 Comapany NameYS RE RAF I LLC
 May 22, 2023 Page 2
 FirstName LastNameMitchell Rosen
YS RE RAF I LLC
May 22, 2023
Page 2
3.We note your Explanatory Note that the amendment incorporates by reference the
financial statements of the company filed in Part II of the company's annual report on
Form 1-K for the fiscal period ended December 31, 2022, which was filed on May 1,
2023.  However, it appears that you have failed to comply with the general instructions of
Form 1-A regarding incorporation by reference.  More specifically, an issuer may only
incorporate by reference previously filed financial statements if the issuer meets certain
conditions, including: (i) the issuer makes the financial statement information that is
incorporated by reference readily available and accessible on a website maintained by or
for the issuer; and (ii) the issuer must state that it will provide to each holder of securities,
including any beneficial owner, a copy of the financial statement information that
has been incorporated by reference in the offering statement upon written or oral request,
at no cost to the requester, and provide the issuer’s website address, including the
uniform resource locator (URL) where the incorporated financial statements may be
accessed.  See General Instructions III.(a)(2)(B) and (C) of Form 1-A.  Please revise
accordingly.
4.We note that your Form 1-SA for the fiscal semiannual period ended June 30, 2022 and
your Form 1-K for the fiscal period ended December 31, 2022 disclose investments
entered into February 25, 2022 and March 4, 2022.  We also note that your Form 1-A
underlying the post-qualification amendment was qualified February 24, 2022. Please tell
us when any diligence, discussions, negotiations, and/or other similar activities
commenced in connection with the three investments entered into February 25, 2022 and
March 4, 2022, respectively.  To the extent such activities commenced on or before
February 24, 2022, please tell us how you concluded the disclosure in your Form 1-A
complied with the form requirements.  Refer, for example, to Items 6, 7, and 9 of Form 1-
A and Item 11 of Industry Guide 5.  Additionally, please provide us with the significance
tests performed when evaluating these three acquisitions in determining that standalone
financial statements and aggregate pro forma data were not required in connection with
those acquisitions.
            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.

 FirstName LastNameMitchell Rosen
 Comapany NameYS RE RAF I LLC
 May 22, 2023 Page 3
 FirstName LastName
Mitchell Rosen
YS RE RAF I LLC
May 22, 2023
Page 3
            Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian Korn