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United States securities and exchange commission logo
February 9, 2024
Michael Weisz
Chief Executive Officer of Yieldtreet Management, LLC
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 November 6, 2023
File No. 024-11755
Dear Michael Weisz:
            We have reviewed your amendment and have the following  comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Post-Qualification Amendment filed November 6, 2023
General
1.We note your response to prior comment 1 and your response to comment 3 of our
comment letter dated July 21, 2023. Please provide information and an analysis under
Section 3 of the Investment Company Act of 1940 (the "40 Act") with respect to whether
the Company is an investment company within the meaning of the 40 Act. As part of your
response, please identify and explain (including a detailed calculation on an
unconsolidated basis) what assets held by the Company are “investment securities” for the
purposes of Section 3 of the 40 Act, as well as identifying the percentage of the value of
the Company’s total assets that are “investment securities.”
2.We note your response to prior comment 1 and your response to comment 3 of our
comment letter dated July 21, 2023. The Company refers to “control rights” that give it
the ability to exert a controlling influence over the business and affairs of the joint
ventures. Please elaborate on the control rights to which the Company is referring.
3.We note your response to comment 3 of our comment letter dated July 21, 2023. The

 FirstName LastNameMichael Weisz
 Comapany NameYS RE RAF I LLC
 February 9, 2024 Page 2
 FirstName LastName
Michael Weisz
YS RE RAF I LLC
February 9, 2024
Page 2
Company states that it intends to “meet the portfolio test set forth by the Commission in
no-action letters.” Please discuss the no-action letters that support the Company’s
position, including a discussion of the portfolio test and an analysis of how the Company
would meet the portfolio test.
4.We note your response to comment 3 of our comment letter dated July 21, 2023. In the
discussion of “qualifying interests,” the Company refers to “positions taken in SEC staff
no-action letters.” Please identify the letters and include a discussion and analysis as to
why the letters support the Company’s position.
5.Please update the filing to include the required interim financials. See Part F/S of Form 1-
A.
            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.
            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