Correspondence 0001104659-24-070561 from YS RE RAF I LLC (CIK 0001878614)
YS RE RAF I LLC (CIK 0001878614)
Date: June 11, 2024 · CIK: 0001878614 · Accession: 0001104659-24-070561
AI Filing Summary & Sentiment
File numbers found in text: 024-11755
Referenced dates: June 5, 2024
Letter
Via EDGAR Division of Corporation Finance Attention: Benjamin Holt and David Link Office of Real Estate and Construction Offering Statement on Form 1-A POS Post-qualification Amendment Filed May 10, 2024 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 comment of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in your letter dated June 5, 2024 (the “Comment Letter”) in connection with the Company’s Post-Qualification Offering Statement on Form 1-A, as submitted with the SEC on May 10, 2024 (the “Offering Circular Amendment”).
For your convenience, our response is set forth below, with the heading and numbered item of this letter corresponding to the heading and numbered item contained in the Comment Letter. The comment 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. The Offering Circular Amendment is being refiled concurrently with this response.
Post-Qualification Amendment filed May 10, 2024
Exhibits
1. Please have your auditors revise their consent to reference the financial statement periods consistent with those in their audit reports.
June 12, 2024
Page 2
Response:
The Company acknowledges the comment and is resubmitting Post-Qualification Amendment (PQA) with revised auditors’ consents, on behalf of the auditors. The new consents are separately filed as exhibits to the PQA for the issuer and each financial reporting joint venture and refer to the financials included in the PQA and refiled therein.
June 12, 2024
Page 3
We thank you for your prompt attention to this letter responding to the previously submitted Registration 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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CORRESP
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filename1.htm
Brian S. Korn
Manatt, Phelps & Phillips, LLP
Direct Dial: (212) 790-4510
BKorn@manatt.com
June 12, 2024
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 May 10, 2024
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 comment of the staff (the “Staff”)
of the United States Securities and Exchange Commission (the “SEC”) contained in your letter dated June 5, 2024 (the “Comment
Letter”) in connection with the Company’s Post-Qualification Offering Statement on Form 1-A, as submitted with the SEC on
May 10, 2024 (the “Offering Circular Amendment”).
For your convenience, our
response is set forth below, with the heading and numbered item of this letter corresponding to the heading and numbered item contained
in the Comment Letter. The comment 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. The
Offering Circular Amendment is being refiled concurrently with this response.
Post-Qualification Amendment filed May 10, 2024
Exhibits
1. Please have your auditors revise their
consent to reference the financial statement periods consistent with those in their audit reports.
June 12, 2024
Page 2
Response:
The Company acknowledges the
comment and is resubmitting Post-Qualification Amendment (PQA) with revised auditors’ consents, on behalf of the auditors. The new
consents are separately filed as exhibits to the PQA for the issuer and each financial reporting joint venture and refer to the financials
included in the PQA and refiled therein.
June 12, 2024
Page 3
We thank you for your prompt
attention to this letter responding to the previously submitted Registration 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
Mitchell Rosen