Correspondence 0001104659-23-114401 from YS RE RAF I LLC (CIK 0001878614)
YS RE RAF I LLC (CIK 0001878614)
Date: Nov. 3, 2023 · CIK: 0001878614 · Accession: 0001104659-23-114401
AI Filing Summary & Sentiment
File numbers found in text: 024-11755
Referenced dates: September 21, 2023
Letter
Via EDGAR Division of Corporation Finance 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 August 22, 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 September 21, 2023 (the “Comment Letter”) in connection with the Company’s Post-Qualification Amendment on Form 1-A, as submitted with the SEC on August 22, 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.
Post-Qualification Amendment filed August 22, 2023
1. We note your response to comment 3. Please revise to file as exhibits the limited liability company agreement or partnership agreement, as the case may be, for each of Alterra Owner, LLC, Avion Owner, LLC, and Centennial Olympic 336 Property, LP. Refer to Item 17(6) of Form 1-A.
Response: The Company acknowledges the comment and has attached the relevant agreements for Alterra Owner, LLC, Avion Owner, LLC, and Centennial Olympic 336 Property, LP as exhibits 6.1, 6.2, and 6.3, respectively.
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.
November 3, 2023
Page 2
2. We note your response to comment 3. Please expand your disclosure under the caption "Investment Company Act Considerations" on page 88 to describe the risk of the loss of your exclusion from regulation pursuant to the Investment Company Act. Please also revise your Risk Factors section under an appropriate caption to highlight this risk.
Response: The Company acknowledges the comment and has made the requested disclosure. See the revised Risk Factors on page 15 and the revised disclosure on page 88.
We thank you for your prompt attention to this letter responding to the previously submitted Offering Statement on Form 1-A. Should you or the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 790-4510.
Sincerely,
Brian S. Korn
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filename1.htm
Brian
S. Korn
Manatt, Phelps & Phillips, LLP
Direct Dial: (212) 790-4510
BKorn@manatt.com
November 3,
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 August 22, 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 September 21, 2023
(the “Comment Letter”) in connection with the Company’s Post-Qualification Amendment on Form 1-A, as submitted
with the SEC on August 22, 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.
Post-Qualification Amendment filed August 22, 2023
1. We
note your response to comment 3. Please revise to file as exhibits the limited liability company agreement or partnership agreement,
as the case may be, for each of Alterra Owner, LLC, Avion Owner, LLC, and Centennial Olympic 336 Property, LP. Refer to Item 17(6) of
Form 1-A.
Response: The Company acknowledges the comment
and has attached the relevant agreements for Alterra Owner, LLC, Avion Owner, LLC, and Centennial Olympic 336 Property, LP as exhibits
6.1, 6.2, and 6.3, respectively.
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.
November 3, 2023
Page 2
2. We
note your response to comment 3. Please expand your disclosure under the caption "Investment Company Act Considerations" on
page 88 to describe the risk of the loss of your exclusion from regulation pursuant to the Investment Company Act. Please also revise
your Risk Factors section under an appropriate caption to highlight this risk.
Response: The Company acknowledges the comment
and has made the requested disclosure. See the revised Risk Factors on page 15 and the revised disclosure on page 88.
We thank you for your prompt
attention to this letter responding to the previously submitted Offering Statement on Form 1-A. Should you or the Staff have additional
questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 790-4510.
Sincerely,
Brian S. Korn
cc: YS
RE RAF I LLC
Michael Weisz