SEC Company Response from NV REIT LLC (CIK 0001947455) — Aug 18, 2025
NV REIT LLC (CIK 0001947455)
Date: Aug. 18, 2025 · CIK: 0001947455 · Accession: 0001096906-25-001361
AI Filing Summary & Sentiment
File numbers found in text: 024-12089
Letter
Securities and Exchange Commission Division of Corporate Finance Offering Statement on Form 1-A Post-Qualification Amendment No. 2 Filed July 31, 2025 File No. 024-12089
Re:NV REIT LLC (“NV”)
Dear Sir/Madam:
This is in response to your letter of August 7, 2025. We have copied below the comments from your letter and provided the company’s response below each comment.
Post-Qualification Amendment No. 1
Your Comment #1. – Risk of Investing
Risk from Late Filing of this Amendment, page 11
We note your response to prior comment 2, including your statement that investors might claim that their Class A shares were issued improperly. Please also discuss any applicable consequences that may arise from such claims, such as any risk of potential claims for recission or damages. Further, please revise to remove the mitigating language in the last sentence. In addition, we note that your revised disclosure states that you have issued 5,633 Class A Investor Shares since January 8, 2024 for an aggregate consideration of $563,300. However, as we previously noted in prior comment 1, your disclosure elsewhere, such as your disclosure on page F-15, states that during the year ended December 31, 2024, you sold Class A investor shares for net proceeds of $1,486,957. Please revise to reconcile your disclosures.
Our Response:
The $563,300 number was incorrect. The company has raised $563,300 since January 8, 2025 but has raised $2,138,500 since January 8, 2024. The paragraph has been corrected. We apologize for the error.
Your Comment #2 – Signature, page 68
We acknowledge your revised disclosures in response to prior comment 4, but we note that your revised signature page does not include the signature of your principal financial officer and principal accounting officer. To the extent Heidi Butler is serving in each of these capacities, please clarify, or otherwise provide the signature of the individual serving in these capacities.
Our Response:
Ms. Butler does serve in those roles and those titles have been added to her signature line.
Your Comment #3 – General
We acknowledge your revised disclosures in response to prior comment 1. However, we note that your disclosure in Item 4 of Part I continues to state that you have not received any proceeds pursuant to this offering statement within the prior 12 months. Please revise to reconcile your disclosure, or advise.
Our Response:
The disclosure has been changed.
*****
Please let me know if you have further questions or comments.
Very truly yours,
Lex Nova Law, LLC
Show Raw Text
CORRESP 1 filename1.htm Sharon A LIMITED LIABILITY COMPANY August 18, 2025 SENT VIA EDGAR PORTAL Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re:NV REIT LLC (“NV”) Offering Statement on Form 1-A Post-Qualification Amendment No. 2 Filed July 31, 2025 File No. 024-12089 Dear Sir/Madam: This is in response to your letter of August 7, 2025. We have copied below the comments from your letter and provided the company’s response below each comment. Post-Qualification Amendment No. 1 Your Comment #1. – Risk of Investing Risk from Late Filing of this Amendment, page 11 We note your response to prior comment 2, including your statement that investors might claim that their Class A shares were issued improperly. Please also discuss any applicable consequences that may arise from such claims, such as any risk of potential claims for recission or damages. Further, please revise to remove the mitigating language in the last sentence. In addition, we note that your revised disclosure states that you have issued 5,633 Class A Investor Shares since January 8, 2024 for an aggregate consideration of $563,300. However, as we previously noted in prior comment 1, your disclosure elsewhere, such as your disclosure on page F-15, states that during the year ended December 31, 2024, you sold Class A investor shares for net proceeds of $1,486,957. Please revise to reconcile your disclosures. Our Response: The $563,300 number was incorrect. The company has raised $563,300 since January 8, 2025 but has raised $2,138,500 since January 8, 2024. The paragraph has been corrected. We apologize for the error. Your Comment #2 – Signature, page 68 We acknowledge your revised disclosures in response to prior comment 4, but we note that your revised signature page does not include the signature of your principal financial officer and principal accounting officer. To the extent Heidi Butler is serving in each of these capacities, please clarify, or otherwise provide the signature of the individual serving in these capacities. Our Response: Ms. Butler does serve in those roles and those titles have been added to her signature line. Your Comment #3 – General We acknowledge your revised disclosures in response to prior comment 1. However, we note that your disclosure in Item 4 of Part I continues to state that you have not received any proceeds pursuant to this offering statement within the prior 12 months. Please revise to reconcile your disclosure, or advise. Our Response: The disclosure has been changed. ***** Please let me know if you have further questions or comments. Very truly yours, Lex Nova Law, LLC Mark Roderick Markley S. Roderick MSR/jae Enclosures cc:Mr. Jamison Manwaring