SEC Comment Letter 0000000000-22-012689 to EvolveX Equity Fund LLC (CIK 0001929818)
EvolveX Equity Fund LLC (CIK 0001929818)
Date: Nov. 22, 2022 · CIK: 0001929818 · Accession: 0000000000-22-012689
AI Filing Summary & Sentiment
File numbers found in text: 024-11892
Letter
United States securities and exchange commission logo November 22, 2022 Rodman Schley Chief Executive Officer and Chief Financial Officer EvolveX Equity Fund LLC 7491 Kline Drive Arvada, CO 80005 Re:EvolveX Equity Fund LLC Post-Qualification Amendment No. 1 to Form 1-A Filed October 27, 2022 File No. 024-11892 Dear Rodman Schley: We have reviewed your amendment and have the following comments. In some of our comments, 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 comments apply 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 these comments, we may have additional comments. Post-Qualification Amendment No. 1 to Form 1-A filed October 27, 2022 General 1.We note that you currently have no properties or operations. Please disclose the basis for the 8% preferred return. Dilution, page 13 2.Please revise to include a description of the disparity between the public offering price of $1,000 paid for each Class A unit compared to the effective cash cost to officers, directors, promoters and affiliates for units acquired by them during the past year. Refer to Part II of Form 1-A.
FirstName LastNameRodman Schley Comapany NameEvolveX Equity Fund LLC November 22, 2022 Page 2 FirstName LastName Rodman Schley EvolveX Equity Fund LLC November 22, 2022 Page 2 Investor Incentive Program, page 14 3.Please tell us the anticipated accounting treatment to be given the investment incentives earned by investors, citing all of the relevant accounting guidance upon which you relied in reaching your conclusion. 4.Please disclose an estimate of the total value of your incentive program for the duration of the offering and how you determined that value. 5.Please disclose how the specific discounts will be determined and any other factors that are relevant as it relates to your decision to offer a rental rate discount to certain investors. Also disclose whether the investor incentives can be transferred or only used by the investors. Clarify whether there is a limit as to the number of incentives that an investor may receive. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Nicholas Antaki
Show Raw Text
United States securities and exchange commission logo
November 22, 2022
Rodman Schley
Chief Executive Officer and Chief Financial Officer
EvolveX Equity Fund LLC
7491 Kline Drive
Arvada, CO 80005
Re:EvolveX Equity Fund LLC
Post-Qualification Amendment No. 1 to Form 1-A
Filed October 27, 2022
File No. 024-11892
Dear Rodman Schley:
We have reviewed your amendment and have the following comments. In some of our
comments, 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 comments apply 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 these comments, we may have additional comments.
Post-Qualification Amendment No. 1 to Form 1-A filed October 27, 2022
General
1.We note that you currently have no properties or operations. Please disclose the basis for
the 8% preferred return.
Dilution, page 13
2.Please revise to include a description of the disparity between the public offering price of
$1,000 paid for each Class A unit compared to the effective cash cost to officers,
directors, promoters and affiliates for units acquired by them during the past year. Refer to
Part II of Form 1-A.
FirstName LastNameRodman Schley
Comapany NameEvolveX Equity Fund LLC
November 22, 2022 Page 2
FirstName LastName
Rodman Schley
EvolveX Equity Fund LLC
November 22, 2022
Page 2
Investor Incentive Program, page 14
3.Please tell us the anticipated accounting treatment to be given the investment incentives
earned by investors, citing all of the relevant accounting guidance upon which you relied
in reaching your conclusion.
4.Please disclose an estimate of the total value of your incentive program for the duration of
the offering and how you determined that value.
5.Please disclose how the specific discounts will be determined and any other factors that
are relevant as it relates to your decision to offer a rental rate discount to certain
investors. Also disclose whether the investor incentives can be transferred or only used by
the investors. Clarify whether there is a limit as to the number of incentives that an
investor may receive.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Nicholas Antaki