SecProbe.io

CORRESP
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 Brian S. Korn

Manatt, Phelps & Phillips, LLP

Direct Dial: (212) 790-4510

BKorn@manatt.com

August 22, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Benjamin Holt and David Link

Office of Real Estate and Construction

  Re: YS RE RAF I LLC

Offering Statement on Form 1-A POS

Post-qualification Amendment

Filed July 5, 2023

File No. 024-11755

Dear All:

We are submitting this letter
on behalf of our client, YS RE RAF I LLC (the “Company”), in response to the written comments of the staff (the “Staff”)
of the United States Securities and Exchange Commission (the “SEC”) contained in your letter dated July 21, 2023 (the “Comment
Letter”) in connection with the Company’s Post-Qualification Offering Statement on Form 1-A, as submitted with the SEC on
July 5, 2023 (the “Offering Circular Amendment”).

For your convenience, our
responses are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained
in the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s response.
Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the Offering Circular
Amendment. All page number references in the Company’s responses are to page numbers in the Offering Circular Amendment, which is
being refiled concurrently with this response.

Manatt, Phelps & Phillips, LLP 7 Times Square,
New York, New York 10036 Tel: 212.790.4500 Fax: 212.790.4545

Albany | Boston | Chicago | Los Angeles | New York
| Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

August 22, 2023

Page 2

General

1.       We
note your response to comment 3. Please revise Note 3, Significant Unconsolidated Investments, of your financial statements to provide
condensed balance sheet information and condensed income statement information for Alterra JV, Avion JV, and Generation JV.

Response: The Company acknowledges
the comment and has revised Note 3, Significant Unconsolidated Investments, to include the condensed balance sheet and condensed income
statement information. See page F-10. We have additionally included the complete financial statements of the joint ventures following the audited financial statements of the Company on page F-17.

2.       We
note your response to comment 4. Please tell us when any diligence, discussions, negotiations, and/or other similar activities commenced
in connection with the three joint venture investments entered into February 25, 2022 and March 4, 2022, respectively. 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.

Response: The Company acknowledges
the comment. Below is a description of the diligence, discussions, and negotiations in connection with each of the joint venture investments.
It is important to keep in mind that Yieldstreet Inc. (“YSI”) hosts multiple investment platforms separate and apart from
the Company’s offering. Real estate investment opportunities are reviewed and purchased in the ordinary course and offered to investors
through the YSI investment platform. When engaged in discussions and negotiations regarding the three joint venture investments, these
investments were viewed as potential acquisitions by YieldStreet Management, LLC (“YSM”) on behalf of funds to be launched
on the platform, and were never contemplated with a specific intent to designate the investments to the Company. At the time of the filing,
there was no certainty or likelihood that the investments would be allocated to the Company. The YieldStreet platform has over 60 real
estate related investment vehicles, many of which hold real estate joint ventures, and any of those investment vehicles could have acquired
the joint venture interests currently held by the Company. Because the timing of the Company’s offering qualification had yet to
be determined and there was no certainty as to the timeline of the Company’s offering, which had been delayed quite a bit from the
initial expected date because of the time needed to prepare the platform and submit the necessary materials to the Commission, the offering
statement, while including a general description of the types of investments to be made by the Company, had no specific description of
the joint ventures because the Company had no intention, and the issuer was under no obligation or discussions, to enter into the joint
ventures at the time the offering statement was filed. To the contrary, all of the properties were looked at for multiple funds of YSI
and the investments were closed with a separate YieldStreet investment vehicle. Only subsequently to the Company’s offering being
qualified and successful did the Company consider acquiring a portion of the joint venture interest in the investments.

August 22, 2023

Page 3

Moreover, the financial
success of the Offering was also not certain since no YSI entity had ever executed a Regulation A offering. Regulation A allows for
a new type of investor than most previous YSI offerings. Because of that, the Company and YSI had not determined which investments
might be added to the REIT, if any, near the outset of the Offering. Each of the Atlanta and Fort Worth transactions were live for
subscription on the YSI platform before being sold to the Company. Had investors on the YSI platform purchased all of the available
shares, the investments would not have been sold to the Company. Often large investments are made unexpectedly and the Company
wished to avoid a “bait and switch” situation whereby a property is described in the Offering Statement and then not
made available to the Company. We believe this is a significantly different set of facts from a linear real estate company which
sources and performs diligence on a property with a single destination in mind.

Generation Atlanta: Beginning
in early November of 2021, the YSI internal real estate investment team conducted due diligence on, underwrote, and closed the acquisition
of a multi-family property in Atlanta, GA on behalf of YS FFG REQ II LLC (“YS FFG”), an entity managed by YSM, with the intention
of launching the investment onto the Yieldstreet investment platform. Prior to the consummation of this transaction by YSI, the Company
filed its initial offering statement on December 16, 2021 which, for the reasons stated above, included no reference to the property or
investment. Subsequently, on December 21, 2021, YS FFG entered into a joint venture agreement effectuating the closing of the transaction
with the Company. Given the transactional structure, significant amendments were needed to the controlling documents to allow for the
transfer of a portion of this asset to the Company, which changes were not effectuated until February 25, 2022, a few weeks after the
Company submitted its amended offering statement on February 15, 2022. Due to the intended nature of the Company’s investments,
this joint venture was never anticipated to be materially significant in relation to the overall investments, acquisitions, and operations
of the Company. Additionally, the investment required numerous consents from third parties, including the property's senior lender and
Yieldstreet's joint venture counterparties, and there was no certainty as to the timing or whether the Company’s interests in the
investment would be acquired such that the Company could anticipate this asset would be available for the Company. Lastly, from shortly
after the time of the initial consummation of the transaction by YSI until the qualification of the Company's offering statement, the
interests in YS FFG, representing indirect ownership in the joint venture, were syndicated to investors on the Yieldstreet investment
platform. Had the investment sold out or been significantly purchased by investors on the platform, the Company would never have acquired
it. Following the qualification of the Company’s offering and the receipt of the requisite consents, only then did the Company purchase
the remaining unsold allocation from YS FFG through a wholly owned subsidiary (YS FFG REQ II A LLC) pursuant to an approved cross-trade.

August 22, 2023

Page 4

Sevona Avion: Beginning in
late October of 2021, the YSI internal real estate investment team conducted due diligence on, underwrote, and closed the
acquisition of a multi-family property in Fort Worth, TX on behalf of YS ITC REQ I LLC (“YS ITC”), an entity managed by
YSM, with the intention of launching the investment onto the Yieldstreet investment platform. On December 10, 2021, YS ITC entered
into a joint venture agreement effecting the closing of the transaction. Given the transactional structure, significant amendments
were needed to the controlling documents to allow for the transfer of a portion of this asset to the Company at the time of the
filing of the Company’s initial offering statement on December 16, 2021. Such changes and consents were in process until
February 25, 2022, a few weeks after the Company submitted its amended offering statement on February 15, 2022. Due to the required
consents from third parties, including the property's senior lender and Yieldstreet's joint venture counterparties, there was no
certainty of execution at the time of the filing of the amended offering statement such that the Company could anticipate this asset
would be available for the Company. Lastly, similar to Atlanta, from shortly after the time of the initial consummation of the
transaction by YSI until the qualification of the Company's offering statement, the interests in YS ITC, representing indirect
ownership in the joint venture, were syndicated to investors on the Yieldstreet investment platform. Had the investment sold out or
been significantly purchased by investors on the platform, the Company would never have acquired it. Following the qualification of
the Company’s offering statement and the receipt of the requisite consents, only then did the Company purchase the remaining
unsold allocation from YS ITC through a wholly owned subsidiary, YS ITC REQ I A LLC, pursuant to an approved cross-trade.

Alterra Apartments: The Company's
investment in the Alterra multi-family apartment complex in Tucson, AZ closed on March 4, 2022, after the initial and amended offering
statements were filed. The diligence process was initiated in late December of 2021 and early January of 2022, and the Company’s
participation in the investment was less than probable due to (i) the ultimate qualification of the Company's offering statement, (ii)
the financial success of the Company’s offering, and (iii) the successful consummation of the transaction. In particular, given
the lack of certainty of execution of the investment, the Company believed it was less than prudent or truthful to present this investment
as pending or probable at the time of the filing of the amended offering statement.

All material and accurate
information known at the time of the Company’s filing of the initial offering statement and any amendments thereto was
disclosed in the Company’s filings. The disclosures were limited based on the previously mentioned information including the
negotiations, diligence, and activities and investment intentions of YSI, YSM, and the Yieldstreet platform and its affiliated
funds. The allocation of a joint venture position to and execution of the investments by the Company entailed significant amendments
and consents to the investment documents. To have previously included a description of these investments in the Company’s
offering statement or amendments thereto may have been misleading, as the initial intention upon the consummation of the
transactions, including the allocation, various Yieldstreet fund positions, Yieldstreet platform investors, and timing of the
qualification of the Company’s offering statement, were all various factors that ultimately could have led to the
Company’s never having acquired an interest in any of the joint ventures. Premature disclosure may have led to material
misstatements and caused disruption, delay, and potentially prevented the consummation of the initial closings if the qualification
of the offering statement was delayed or the Company’s offering resulted in minimal investor interest. A survey of peer firm
Regulation A REIT offerings demonstrate that specific real estate investments not closed at the time of the offering are not
generally disclosed in the offering statement. While no specific investments were disclosed for the reasons discussed herein, the
Company’s initial Form 1-A describes in detail its investment strategy throughout the document and the intent of the Company
to invest in joint venture real estate opportunities; see, e.g., “Market Opportunities” on page 8 of the initial Form
1-A (https://www.sec.gov/Archives/edgar/data/1878614/000110465921150558/tm2125166d2_partiiandiii.htm).

August 22, 2023

Page 5

With respect to the financial
statements of the joint ventures, no pro forma information was disclosed because, as noted above, the joint ventures were never entered
into with a specific intent to allocate the investments to the Company. Additionally, no financial history or information were available
on any of the companies or joint venture investments at the time the investments were initially consummated because the investment entities
were newly formed; accordingly, no material information would have been provided to investors by the disclosure of any financial statements.
Due to the lack of intention for the investments to be allocated to the Company and the lack of financial information available with respect
to the joint ventures and the Company’s comprehensive investment plan to acquire interests in joint ventures and real estate such
that the joint ventures described above would have no material significance in relation to the Company’s overall investment portfolio,
the Company did not perform significance tests when evaluating these three acquisitions.

The Company has since provided
disclosure of the financial information for the three investments in the last year, and the previously filed Form 1-A included the relevant
financial information on the Company; as mentioned, no financials would have been available, or would have disclosed $0.00 in each field,
for the joint venture investments, providing investors with no meaningful information. The Company has subsequently disclosed financial
information on the joint ventures in its Form 1-SA and Form 1-K filings, and previously included a note in its management discussion and
analysis regarding the joint venture investments; see “Our Investments” under Item 1 of the Company’s Form 1-SA for
the period ended June 30, 2022 (https://www.sec.gov/Archives/edgar/data/1878614/000095017022018911/ysre_1-sa_2022_live.htm). Additionally,
the revised 1-A includes the financial statements for each of the joint venture investment companies.

August 22, 2023

Page 6

3.       We
refer to your "Our Investments" disclosure on page 82 and your "Investment Company Act Considerations" disclosure
on page 88. Please explain to us how the three joint venture investments you entered into in 2022 satisfy the asset composition test such
that you qualify for the exclusion from the definition of "investment company" under Section 3(c)(5)(C) of the Investment Company
Act of 1940.

Response: The Company acknowledges the
comment. As identified in the section of the offering circular "Investment Company Act Considerations," the Company has
not registered under the Investment Company Act of 1940, as amended (the “40 Act”) because it is not an
 “invest