Correspondence 0001923734-24-000007 from Ark7 Properties Plus LLC (AFTWS, ARKPS, RKPPS) (CIK 0001923734) (AKPPS)
Ark7 Properties Plus LLC (AFTWS, ARKPS, RKPPS) (CIK 0001923734)
Date: April 2, 2024 · CIK: 0001923734 · Accession: 0001923734-24-000007
AI Filing Summary & Sentiment
File numbers found in text: 024-11869
Referenced dates: March 26, 2024
Letter
Re: Ark7 Properties Plus LLC
April 2, 2024
Division of Corporation Finance
Office of Real Estate and Construction
Securities and Exchange Commission
Washington DC 20549
Attn: Jeffrey Lewis, Isaac Esquivel, Benjamin Holt and David Link
Post Qualification Amendment No. 6
Offering Statement on Form 1-A
Filed February 29, 2024
File No. 024-11869
Ladies and Gentlemen:
Thank you for the opportunity to respond to your comments in the letter dated March 26, 2024 from the staff of the Division of Corporate Finance (the "Staff") the regarding the Post Qualification Amendment No. 6 on the Offering Statement on Form 1-A of Ark7 Properties Plus LLC (the "Company"), which we have set out below, together with our responses.
Post-Qualification Amendment No. 6 filed February 29, 2024
Unaudited Pro Forma Consolidated and Consolidating Financial Statements and Report, page F-1
We note your revised pro forma financial statements in response to prior comment 6. Please address the following:
Please revise the pro forma balance sheet to give pro forma effect to the transactions as if they occurred as of the pro forma balance sheet date rather than as of the beginning of the period presented;
Please revise your pro forma consolidated and consolidating statements of income for the six months ended June 30, 2023 to give pro forma effect of the transactions as if they occurred at the beginning of the fiscal year presented (i.e., January 1, 2022);
Please revise the historical amounts presented in your pro forma consolidated and consolidating balance sheet and pro forma consolidated and consolidating statements of income to agree to the amounts as reflected in your historical financial statements for the respective period; and
We note that the pro forma statements of income include adjustments to revenue that are tentatively estimated from observing current market rental rates. We also note each of the Series properties were owner-occupied prior to their acquisition by each Series and there is no historical rental or operating history. Please explain to us how you determined it was appropriate to include adjustments to rental revenue in your pro forma statements of income or, alternatively, revise to remove these adjustments. Refer to Rule 11-02 of Regulation S-X.
The Company has revised its pro forma financials to address these items and to be consistent with its financial statements for the year ended December 31, 2023.
Thank you again for the opportunity to respond to your questions to the Offering Statement of Ark7 Properties Plus LLC. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.
Sincerely,
/s/ Andrew Stephenson
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CORRESP 1 filename1.htm April 2, 2024 Division of Corporation Finance Office of Real Estate and Construction Securities and Exchange Commission Washington DC 20549 Attn: Jeffrey Lewis, Isaac Esquivel, Benjamin Holt and David Link Re: Ark7 Properties Plus LLC Post Qualification Amendment No. 6 Offering Statement on Form 1-A Filed February 29, 2024 File No. 024-11869 Ladies and Gentlemen: Thank you for the opportunity to respond to your comments in the letter dated March 26, 2024 from the staff of the Division of Corporate Finance (the "Staff") the regarding the Post Qualification Amendment No. 6 on the Offering Statement on Form 1-A of Ark7 Properties Plus LLC (the "Company"), which we have set out below, together with our responses. Post-Qualification Amendment No. 6 filed February 29, 2024 Unaudited Pro Forma Consolidated and Consolidating Financial Statements and Report, page F-1 We note your revised pro forma financial statements in response to prior comment 6. Please address the following: Please revise the pro forma balance sheet to give pro forma effect to the transactions as if they occurred as of the pro forma balance sheet date rather than as of the beginning of the period presented; Please revise your pro forma consolidated and consolidating statements of income for the six months ended June 30, 2023 to give pro forma effect of the transactions as if they occurred at the beginning of the fiscal year presented (i.e., January 1, 2022); Please revise the historical amounts presented in your pro forma consolidated and consolidating balance sheet and pro forma consolidated and consolidating statements of income to agree to the amounts as reflected in your historical financial statements for the respective period; and We note that the pro forma statements of income include adjustments to revenue that are tentatively estimated from observing current market rental rates. We also note each of the Series properties were owner-occupied prior to their acquisition by each Series and there is no historical rental or operating history. Please explain to us how you determined it was appropriate to include adjustments to rental revenue in your pro forma statements of income or, alternatively, revise to remove these adjustments. Refer to Rule 11-02 of Regulation S-X. The Company has revised its pro forma financials to address these items and to be consistent with its financial statements for the year ended December 31, 2023. Thank you again for the opportunity to respond to your questions to the Offering Statement of Ark7 Properties Plus LLC. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com. Sincerely, /s/ Andrew Stephenson Andrew Stephenson Partner CrowdCheck Law LLP cc: Yizhen Zhao President of Ark7 Inc. Ark7 Properties Plus LLC