SEC Comment Letter 0000000000-23-001014 to ADPI Fund I, LLC (CIK 0001921843)
ADPI Fund I, LLC (CIK 0001921843)
Date: Jan. 31, 2023 · CIK: 0001921843 · Accession: 0000000000-23-001014
AI Filing Summary & Sentiment
File numbers found in text: 024-11872
Letter
United States securities and exchange commission logo January 31, 2023 Adam La Barr Managing Member ADPI Fund I, LLC 6809 Main Street, Unit #619 Cincinnati, OH 45244 Re:ADPI Fund I, LLC Amendment No. 3 to Form 1-A Filed December 20, 2022 File No. 024-11872 Dear Adam La Barr: We have reviewed your amended offering statement and have the following comment. In our comment, 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 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 the comment, we may have additional comments. Amendment 3 to Form 1-A filed December 20, 2022 General 1.We note the statement on page 8 that investors in this offering may have the option of paying for their investment with cryptocurrencies. Please disclose the following:
•how you will value the cryptocurrencies initially and on an ongoing basis; •how you will determine the amount of securities to which a purchaser will be entitled and at what point will the number of shares be determined; •who will bear the risk of a downturn in price of the digital asset between the time it is delivered to the company and the time that the company determines the amount of securities to be issued; •how you will hold and secure the cryptocurrencies received; and
FirstName LastNameAdam La Barr Comapany NameADPI Fund I, LLC January 31, 2023 Page 2 FirstName LastName Adam La Barr ADPI Fund I, LLC January 31, 2023 Page 2 •whether you intend to hold the cryptocurrencies for investment or convert them into fiat currency immediately upon receipt or soon thereafter. Please contact Jeffrey Gabor at 202-551-2544 or James Lopez at 202-551-3536 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Arden Anderson
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United States securities and exchange commission logo
January 31, 2023
Adam La Barr
Managing Member
ADPI Fund I, LLC
6809 Main Street, Unit #619
Cincinnati, OH 45244
Re:ADPI Fund I, LLC
Amendment No. 3 to Form 1-A
Filed December 20, 2022
File No. 024-11872
Dear Adam La Barr:
We have reviewed your amended offering statement and have the following comment. In
our comment, 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 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 the comment, we may have additional comments.
Amendment 3 to Form 1-A filed December 20, 2022
General
1.We note the statement on page 8 that investors in this offering may have the option of
paying for their investment with cryptocurrencies. Please disclose the following:
•how you will value the cryptocurrencies initially and on an ongoing basis;
•how you will determine the amount of securities to which a purchaser will be entitled
and at what point will the number of shares be determined;
•who will bear the risk of a downturn in price of the digital asset between the time it is
delivered to the company and the time that the company determines the amount of
securities to be issued;
•how you will hold and secure the cryptocurrencies received; and
FirstName LastNameAdam La Barr
Comapany NameADPI Fund I, LLC
January 31, 2023 Page 2
FirstName LastName
Adam La Barr
ADPI Fund I, LLC
January 31, 2023
Page 2
•whether you intend to hold the cryptocurrencies for investment or convert them into
fiat currency immediately upon receipt or soon thereafter.
Please contact Jeffrey Gabor at 202-551-2544 or James Lopez at 202-551-3536 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Arden Anderson